UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549




FORM
10-K


(Mark
One)





T
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended December 31, 2008.


OR





£
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


Commission
file number: 333-72163





DUTCH
GOLD RESOURCES, INC.


(Name of
Small Business Issuer in Its Charter)





Nevada
            58-2550089(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification Number)





3500
      Lenox Road Suite 1500, Atlanta, Georgia
            30326(Address
      of Principal Executive Offices)
            (Zip
      Code)





(404)
419-2440


(Issuer's
Telephone Number, Including Area Code)





Securities
registered under Section 12(b) of the Exchange Act:


None


(Title of
Class)


Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, par value $0.001 per share


(Title of
Class)





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.





Yes£NoT





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. T





The
issuer's revenue for the most recent fiscal year was $628,669.  The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company as of December 31, 2008, was
$8,501,990.





The
number of shares outstanding of the issuer's stock, $0.001 par value per share,
as of December 31, 2008 was 52,985,409.





Transitional
Small Business Disclosure Format (check one):


Yes£NoT










TABLE OF CO
 NTENTS





PART
      IITEM
      1.
            Description of
      Business
            7ITEM
      1A.
            Risk Factors
            10ITEM
      1B
            Unresolved Staff Comments
            12ITEM
      2.
            Properties
            12ITEM
      3.
            Legal
      Proceedings
            12ITEM
      4.
            Submission of Matters to a Vote of
      Security Holders
            12PART
      IIITEM
      5.
            Market for the Company’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
            13ITEM
      6.
            Selected Financial Data
            14ITEM
      7.
            Management’s Discussion and
      Analysis of Financial Condition and Results of
      Operations
            14ITEM
      7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            16ITEM
      8
            Financial Statements and
      Supplementary Data
            16ITEM
      9.
            Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
            16ITEM
      9.A(T)
            Controls and
      Procedures
            17ITEM
      9B.
            Other Information.
            17PART
      IIIITEM
      10.
            Directors and Executive Officers of
      the Company
            17ITEM
      11.
            Executive
      Compensation
            18ITEM
      12.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
            19ITEM
      13.
            Certain Relationships and Related
      Transactions and Director Independence
            19ITEM
      14.
            Principal Accounting Fees and
      Services
            20ITEM
      15.
            Exhibits; Financial Statement Schedules
            21SIGNATURES
            21CERTIFICATIONS


Table of Contents


FORWARD-LOOKING
STATEMENTS





This
Annual Report on Form 10-K and the information incorporated by reference may
include "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. Various statements, estimates, predictions,
and projections stated under "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," and
elsewhere in this Annual Report are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements appear in a number of places in this Annual Report and
include statements regarding the intent, belief or current expectations of Dutch
Gold Resources, Inc. or our officers with respect to, among other things, the
ability to successfully implement our operating and acquisition strategies,
including trends affecting our business, financial condition and results of
operations. While these forward-looking statements and the related assumptions
are made in good faith and reflect our current judgment regarding the direction
of the related business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions, or other
future performance suggested herein. These statements are based upon a number of
assumptions and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control and
reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur
which will affect our results. Some important factors (but not necessarily all
factors) that could affect our revenues, growth strategies, future profitability
and operating results, or that otherwise could cause actual results to differ
materially from those expressed in or implied by any forward-looking statement,
include the following:





These
statements include, but are not limited to, comments regarding:





·
            the
      establishment and estimates of mineral reserves and
    resources;


·
            grade;


·
            expenditures;


·
            exploration;


·
            permits;


·
            closure
      costs;


·
            future
      financing;


·
            liquidity;


·
            estimates
      of environmental liabilities;


·
            our
      ability to obtain financing to fund our estimated expenditure and capital
      requirements;


·
            factors
      impacting our results of
operations;


·
            application
      of Sarbanes-Oxley 404 reporting requirements and our ability to meet those
      reporting requirements; and


·
            the
      impact of adoption of new accounting
standards.





Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
“expects” or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
be achieved) are not statements of historical fact and may be forward-looking
statements.  Forward-looking statements are subject to a variety of
known and unknown risks, uncertainties and other factors which could cause
actual events or results to differ from those expressed or implied by the
forward-looking statements, including, without limitation:





·
            unexpected
      changes in business and economic
conditions;


·
            significant
      increases or decreases in gold
prices;


·
            unanticipated
      grade changes;


·
            metallurgy,
      processing, access, availability of materials, equipment, supplies and
      water;


·
            determination
      of reserves;


·
            results
      of current and future exploration
activities;


·
            results
      of pending and future feasibility
studies;


1
 Table of Contents


·
            joint
      venture relationships;


·
            local
      and community impacts and issues;


·
            timing
      of receipt of government approvals;


·
            accidents
      and labor disputes;


·
            environmental
      costs and risks;


·
            competitive
      factors, including competition for property
  acquisitions;


·
            availability
      of external financing at reasonable rates or at all;
  and


·
            the
      factors discussed in this Annual Report on Form 10-K under the heading
      “Risk Factors.”





This list
is not exhaustive of the factors that may affect our forward-looking statements.
Some of the important risks and uncertainties that could affect forward-looking
statements are described further under the sections titled “Risk Factors and
Uncertainties”, “Description of the Business” and “Management’s Discussion and
Analysis” of this Annual Report.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected.  We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date
made.  We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events, except as required by law.





Stockholders
and other users of this Annual Report on Form 10-K are urged to carefully
consider these factors in connection with the forward-looking statements. We do
not intend to publicly release any revisions to any forward-looking statements
contained herein to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events.





CAUTIONARY
NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES





The
mineral estimates in this Annual Report on Form 10-K have been prepared in
accordance with the requirements of the securities laws in effect in Canada,
which differ from the requirements of United States securities
laws.  The terms “mineral reserve”, “proven mineral reserve” and
“probable mineral reserve” are Canadian mining terms as defined in accordance
with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral
Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and
Petroleum (the “CIM”) -CIM
Definition Standards on Mineral Resources and Mineral Reserves, adopted
by the CIM Council, as amended. These definitions differ from the definitions in
United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under
the United States Securities Act of 1993, as amended (the “Securities
Act”).  Under SEC Industry Guide 7 standards, a “final” or “bankable”
feasibility study is required to report reserves, the three-year historical
average price is used in any reserve or cash flow analysis to designate reserves
and the primary environmental analysis or report must be filed with the
appropriate governmental authority.





In
addition, the terms “mineral resource”, “measured mineral resource”, “indicated
mineral resource” and “inferred mineral resource” are defined in and required to
be disclosed by NI 43-101; however, these terms are not defined terms under SEC
Industry Guide 7 and are normally not permitted to be used in reports and
registration statements filed with the SEC.  Investors are cautioned
not to assume that any part or all of mineral deposits in these categories will
ever be converted into reserves.  “Inferred mineral resources” have a
great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility.  It cannot be assumed that all
or any part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral resources may not
form the basis of feasibility or pre-feasibility studies, except in rare cases.
Investors are cautioned not to assume that all or any part of an inferred
mineral resource exists or is economically or legally
mineable.  Disclosure of “contained ounces” in a resource is permitted
disclosure under Canadian regulations; however, the SEC normally only permits
issuers to report mineralization that does not constitute “reserves” by SEC
Industry Guide 7 standards as in place tonnage and grade without reference to
unit measures.





Accordingly,
information contained in this Annual Report on Form 10-K and the documents
incorporated by reference herein contain descriptions of our mineral deposits
that may not be comparable to similar information made public by U.S. companies
subject to the reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations
thereunder.


2
 Table of Contents


GLOSSARY
OF MINING TERMS





We
estimate and report our resources and we will estimate and report our reserves
according to the definitions set forth in NI 43-101.  We will modify
and reconcile the reserves as appropriate to conform to SEC Industry Guide 7 for
reporting in the U.S.  The definitions for each reporting standard are
presented below with supplementary explanation and descriptions of the parallels
and differences.





NI
      43-101 Definitionsindicated
      mineral resource
            The
      term “indicated mineral resource” refers to that part of a mineral
      resource for which quantity, grade or quality, densities, shape and
      physical characteristics can be established with a level of confidence
      sufficient to allow the appropriate application of technical and economic
      parameters, to support mine planning and evaluation of the economic
      viability of the deposit. The estimate is based on detailed and reliable
      exploration and testing information gathered through appropriate
      techniques from locations such as outcrops, trenches, pits, workings and
      drill holes that are spaced closely enough for geological and grade
      continuity to be reasonably assumed.Inferred
      mineral resource
            The
      term “inferred mineral resource” refers to that part of a mineral resource
      for which quantity and grade or quality can be estimated on the basis of
      geological evidence and limited sampling and reasonably assumed, but not
      verified, geological and grade continuity. The estimate is based on
      limited information and sampling gathered through appropriate techniques
      from locations such as outcrops, trenches, pits, workings and drill
      holes.Measured
      mineral resource
            The
      term “measured mineral resource” refers to that part of a mineral resource
      for which quantity, grade or quality, densities, shape and physical
      characteristics are so well established that they can be estimated with
      confidence sufficient to allow the appropriate application of technical
      and economic parameters to support production planning and evaluation of
      the economic viability of the deposit. The estimate is based on detailed
      and reliable exploration, sampling and testing information gathered
      through appropriate techniques from locations such as outcrops, trenches,
      pits, workings and drill holes that are spaced closely enough to confirm
      both geological and grade continuity.Mineral
      reserve
            The
      term “mineral reserve” refers to the economically mineable part of a
      measured or indicated mineral resource demonstrated by at least a
      preliminary feasibility study. The study must include adequate information
      on mining, processing, metallurgical, economic, and other relevant factors
      that demonstrate, at the time of reporting, that economic extraction can
      be justified. A mineral reserve includes diluting materials and allowances
      for losses that might occur when the material is mined.Mineral
      resource
            The
      term “mineral resource” refers to a concentration or occurrence of
      natural, solid, inorganic or fossilized organic material in or on the
      Earth’s crust in such form and quantity and of such a grade or quality
      that it has reasonable prospects for economic extraction. The location,
      quantity, grade, geological characteristics and continuity of a mineral
      resource are known, estimated or interpreted from specific geological
      evidence and knowledge.Opt
            Troy
      ounce per tonProbable
      mineral reserve
            The
      term “probable mineral reserve” refers to the economically mineable part
      of an indicated, and in some circumstances a measured mineral resource
      demonstrated by at least a preliminary feasibility study. This study must
      include adequate information on mining, processing, metallurgical,
      economic, and other relevant factors that demonstrate, at the time of
      reporting, that economic extraction can be
  justified.


3
 Table of Contents




Proven
      mineral reserve1
            The
      term “proven mineral reserve” refers to the economically mineable part of
      a measured mineral resource demonstrated by at least a preliminary
      feasibility study.Qualified
      person2
            The
      term “qualified person” refers to an individual who is an engineer or
      geoscientist with at least five years of experience in mineral
      exploration, mine development, production activities and project
      assessment, or any combination thereof, including experience relevant to
      the subject matter of the project or report and is a member in good
      standing of a self-regulating
organization.





SEC
Industry Guide 7 Definitions





Exploration
      stage
            An
      “exploration stage” prospect is one, which is not in either the
      development or production stage.Development
      stage
            A
      “development stage” project is one which is undergoing preparation of an
      established commercially mineable deposit for its extraction but which is
      not yet in production. This stage occurs after completion of a feasibility
      study.Mineralized
      material
            The
      term “mineralized material” refers to material that is not included in the
      reserve, as it does not meet all of the criteria for adequate
      demonstration for economic or legal extraction.Probable
      reserve
            The
      term “probable reserve” refers to reserves for which quantity and grade
      and/or quality are computed from information similar to that used for
      proven (measured) reserves, but the sites for inspection, sampling, and
      measurement are farther apart or are otherwise less adequately spaced. The
      degree of assurance, although lower than that for proven reserves, is high
      enough to assume continuity between points of
  observation.Production
      stage
            A
      “production stage” project is actively engaged in the process of
      extraction and beneficiation of mineral reserves to produce a marketable
      metal or mineral product.Proven
      reserve
            The
      term “proven reserve” refers to reserves for which (a) quantity is
      computed from dimensions revealed in outcrops, trenches, workings or drill
      holes; grade and/or quality are computed from the results of detailed
      sampling and (b) the sites for inspection, sampling and measurement are
      spaced so closely and the geologic character is so well defined that size,
      shape, depth and mineral content of reserves are
      well-established.Reserve
            The
      term “reserve” refers to that part of a mineral deposit, which could be
      economically and legally extracted or produced at the time of the reserve
      determination. Reserves must be supported by a feasibility study done to
      bankable standards that demonstrates the economic extraction. (“Bankable
      standards” implies that the confidence attached to the costs and
      achievements developed in the study is sufficient for the project to be
      eligible for external debt financing.) A reserve includes adjustments to
      the in-situ tonnes and grade to include diluting materials and allowances
      for losses that might occur when the material is mined.1
      For Industry Guide 7 purposes this study must include adequate information
      on mining, processing, metallurgical, economic, and other relevant factors
      that demonstrate, at the time of reporting, that economic extraction is
      justified.
              
              2
      Industry Guide 7 does not require designation of a qualified
      person.


4
 Table of Contents


Additional
definitions for terms used in this Annual Report filed on Form
10-K.





Argillite:


Low grade
metamorphic clay rich sedimentary rock (shale, mudstone,
siltstone).


Block
model:


The
representation of geologic units using three-dimensional blocks of predetermined
sizes.


Breccia:


A rock in
which angular fragments are surrounded by a mass of fine-grained
minerals.


CIM:


Canadian
Institute of Mining and Metallurgy.


Cut off
or cut-off grade:


When
determining economically viable mineral reserves, the lowest grade of
mineralized material that qualifies as ore, i.e. that can be mined at a
profit.


Diatreme:


Brecciated
rock formed by volcanic or hydrothermal eruptive activity, generally in a pipe
or funnel like orientation.


EM:


An
instrument that measures the change in electro-magnetic conductivity of
different geological units below the surface of the earth.


Fault:


A rock
fracture along which there has been displacement


Feasibility
study:


Group of
reports that determine the economic viability of a given mineral
occurrence.


Formation:


A
distinct layer of sedimentary or volcanic rock of similar
composition.


G/t or
gpt:


Grams per
metric tonne.


Geophysicist:


One who
studies the earth; in particular the physics of the solid earth, the atmosphere
and the earth’s magnetosphere.


Geotechnical
work:


Tasks
that provide representative data of the geological rock quality in a known
volume.


Grade:


Quantity
of metal per unit weight of host rock.





Gravity:


A
methodology using instrumentation allowing the accurate measuring of the
difference between densities of various geological units in situ.





Host
rock:


The rock
containing a mineral or an ore body.





Mapping
or geologic mapping:


The
recording of geologic information such as the distribution and nature of rock
units and the occurrence of structural features, mineral deposits, and fossil
localities.


Mineral:


A
naturally formed chemical element or compound having a definite chemical
composition and, usually, a characteristic crystal form.


Mineralization:


A natural
occurrence in rocks or soil of one or more metal yielding
minerals.


5
 Table of Contents


Mining:


The
process of extraction and beneficiation of mineral reserves to produce a
marketable metal or mineral product. Exploration continues during the mining
process and, in many cases, mineral reserves are expanded during the life of the
mine operations as the exploration potential of the deposit is
realized.


National
Instrument 43-101:


Canadian
standards of disclosure for mineral projects.








Open
pit:


Surface
mining in which the ore is extracted from a pit or quarry, the geometry of the
pit may vary with the characteristics of the ore body.


Ore:


Mineral
bearing rock that can be mined and treated profitably under current or
immediately foreseeable economic conditions.


Ore
body:


A mostly
solid and fairly continuous mass of mineralization estimated to be economically
mineable.


Outcrop:


That part
of a geologic formation or structure that appears at the surface of the
earth.


Porphyry:


An
igneous rock characterized by visible crystals in a fine–grained
matrix.


Quartz:


A mineral
composed of silicon dioxide, SiO2 (silica).


Reclamation:


The
process by which lands disturbed as a result of mining activity are modified to
support beneficial land use..  Reclamation activity may include the removal of buildings,
equipment, machinery and other physical remnants of mining, closure of tailings
storage facilities, leach pads and other mine features, and contouring, covering
and re-vegetation of waste rock and other disturbed areas.


SEC
Industry Guide 7:


U.S.
reporting guidelines that apply to registrants engaged or to be engaged in
significant mining operations.


Sedimentary
rock:


Rock
formed at the earth’s surface from solid particles, whether mineral or organic,
which have been moved from their position of origin and re-deposited, or
chemically precipitated.


Strike:


The
direction, or bearing from true north, of a vein or rock formation measured on a
horizontal surface.


Strip:


To remove
overburden in order to expose ore.





Vein:
            A
      thin, sheet like crosscutting body of hydrothermal mineralization,
      principally quartz.


6
 Table of Contents


PART
I





ITEM1. DESCRIPTION OF BUSINESS.





Corporate
History





Dutch
Gold Resources, Inc. (the “Company” or “Registrant” or “Dutch Gold”) was
incorporated in Colorado on October 13, 1989 as Ogden, McDonald & Company
for the purpose of seeking out acquisitions of properties, businesses, or merger
candidates, without limitation as to the nature of the business operations or
geographic location of the acquisition candidate. On July 22, 1996, Ogden,
McDonald & Company completed a transaction pursuant to which the
shareholders of Worldwide PetroMoly Corporation, a Texas corporation, acquired
approximately 90.6% of the shares outstanding in Ogden, McDonald & Company,
and Worldwide PetroMoly Corporation became a wholly owned subsidiary of Ogden,
McDonald & Company. On October 11, 1996, Ogden, McDonald & Company
changed its name to Worldwide PetroMoly, Inc. From July 22, 1996, until June 1,
2001, through Worldwide PetroMoly we engaged in the business of manufacturing,
marketing and distributing a line of molybdenum-fortified lubricant products
called PetroMolyTM, an engine oil additive designed to enhance and maintain
engines.





On June
1, 2001, we consummated a transaction in which Small Town Radio, Inc., a Georgia
corporation ("Small Town Georgia"), was merged into a subsidiary of our Company
created for the purpose of this merger. Pursuant to this transaction, all of the
outstanding shares of Small Town Georgia were exchanged for shares of our common
stock par value $.001 per share (the “Common Stock”). In connection with our
acquisition of Small Town Georgia, on June 7, 2001 we sold all of the share
capital of Worldwide PetroMoly to Mr. Gilbert Gertner, our former Chairman of
the Board.





On May
23, 2002, Small Town Georgia was renamed "Small Town Radio of Georgia" in
preparation for our reincorporation as a Nevada corporation. On May 28, 2002,
Worldwide PetroMoly, Inc. was merged with and into Small Town Radio, Inc., a
newly created Nevada corporation, in an incorporation merger. Under our new
name, "Small Town Radio, Inc.," the focus of our business is now the acquisition
and operation of radio stations, generally located in small, non-rated
markets.





On May
18, 2003, Small Town Radio, Inc. and its wholly owned subsidiary, Small Town
Radio of Georgia, Inc., filed voluntary petitions under Chapter 11 of title 11,
United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the Northern District of Georgia (the “Bankruptcy Court”) (Case Nos.
03-67044 and 03-67043, respectively).  The Company remained as a
debtor-in-possession. The United States Trustee filed a Second Motion to Dismiss
the case in March 2004.  Without objection from the Company, the case
was dismissed April 29, 2004.





Entry
into the Natural Resources Industry





Thereafter,
the Company subsequently refocused to become a natural resources company and
changed its name to Tombstone Western Resources, Inc. on May 1, 2006. On
December 7, 2006 the Company changed its name to Dutch Gold Resources,
Inc.





On
January 16, 2007, the Registrant consummated the terms of its Share Exchange
Agreement (the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the
Registrant issued 24,000,000 shares of its Common Stock to the Dutch Mining
equity holders and their designees in exchange for all of the issued and
outstanding equity interests of Dutch Mining (the “Exchange”). Following the
Exchange, Dutch Mining became a wholly-owned subsidiary of the Registrant and
the Registrant had a total of 30,256,144 shares of Common Stock issued and
outstanding.  In accordance with the Exchange, the Registrant elected
Ewald Dienhart as Chairman of the Board of Directors.


7
 Table of Contents


Business
of Registrant





Overview





Dutch
Gold Resources, Inc. is a junior mining company focused in North
America.  The Company’s mission is to become a recognized gold
producer within two years.  A key to this plan is the acquisition of
late stage exploration and development projects that can be quickly advanced to
production. Our objective is to focus on low-risk and proven reserves that will
be economical and profitable for the shareholders of DGRI.





We are
reviewing engineering and feasibility studies of the Benton Mine. The Benton
Mine in Southern Oregon, which had been in test production, is now in a care and
maintenance program.  The Company commissioned a drilling program, the
results of which are being used as the basis to form a long-term mining
plan.




Operating
Strategy





Our
business strategy is to acquire and develop gold properties in North America. To
achieve these goals, we intend to:





• optimize production of the
Benton mine;





• upgrade the resource and
mining operations at the Benton mine; and





• to acquire such additional
projects and properties that fit the company’s acquisition profile.





Source
of Revenue





The
Company sells gold concentrates and ore to buyers throughout the
world.  The company’s revenue fluctuates as a function of the spot
price of gold and the amount of gold that is produced from its properties. The
Company expects limited production from the Benton mine and limited revenues
throughout the year.





Employee
Relations





As of
December 31, 2008, we had 9 employees, including 4 employees at our principal
executive office in Helena, Montana and 1 employee based in Nevada.





Reclamation





We
generally are required to mitigate long-term environmental impacts by
stabilizing, contouring, re-sloping and revegetating various portions of a site
after mining and mineral processing operations are completed. These reclamation
efforts are conducted in accordance with detailed plans, which must be reviewed
and approved by the appropriate regulatory agencies.





Government
Regulation





Mining
operations and exploration activities are subject to various national, state,
provincial and local laws and regulations in the United States, which govern
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, protection of the environment, mine safety,
hazardous substances and other matters. We have obtained or have pending
applications for those licenses, permits or other authorizations currently
required to conduct our exploration and other programs. We believe that we are
in compliance in all material respects with applicable mining, health, safety
and environmental statutes and the regulations passed thereunder in the United
States. There are no current orders or directions relating to us with respect to
the foregoing laws and regulations. For a more detailed discussion of the
various government laws and regulations applicable to our operations and
potential negative affects of these laws and regulations please see "Item
1A.—Risk Factors" below.


8
 Table of Contents


Environmental
Regulation





Our gold
projects are subject to various federal, state and local laws and regulations
governing protection of the environment. These laws are continually changing
and, in general, are becoming more restrictive. Our policy is to conduct
business in a way that safeguards public health and the environment. We believe
that our operations are conducted in material compliance with applicable laws
and regulations.





Changes
to current local, state or federal laws and regulations in the jurisdictions
where we operate could require additional capital expenditures and increased
operating and/or reclamation costs. Although we are unable to predict what
additional legislation, if any, might be proposed or enacted, additional
regulatory requirements could impact the economics of our projects.





During
2008, there were no material environmental incidents or material non-compliance
with any applicable environmental regulations. We estimate that we will not
incur material capital expenditures for environmental control facilities during
the current fiscal year.





Gold
Price History





The price
of gold is volatile and is affected by numerous factors all of which are beyond
our control such as the sale or purchase of gold by various central banks and
financial institutions, inflation, recession, fluctuation in the relative values
of the US dollar and foreign currencies, changes in global and regional gold
demand, and the political and economic conditions of major gold-producing
countries throughout the world.





The
following table presents the high, low and average afternoon fixed prices in
U.S. dollars for gold per ounce on the London Bullion Market over the past five
years:





Year
            
            High
            
            
            Low
            
            
            Average2004
            
            
            454
            
            
            
            375
            
            
            
            4102005
            
            
            537
            
            
            
            411
            
            
            
            4452006
            
            
            725
            
            
            
            525
            
            
            
            6032007
            
            
            841
            
            
            
            608
            
            
            
            6952008
            
            
            1,011
            
            
            
            713
            
            
            
            8722009
      (to March 27)
            
            
            968
            
            
            
            810
            
            
            
            908





Seasonality





Seasonality
in Oregon, Montana and Nevada is not a material factor to the Company for its
projects.  Certain surface exploration work may need to be conducted
when there is no snow but it is not a significant issue for the
Company.





Competition





We
compete with major mining companies and other natural mineral resource companies
in the acquisition, exploration, financing and development of new
prospects.  Many of these companies are larger and better capitalized
than we are. There is significant competition for the limited number of gold
acquisition and exploration opportunities. Our competitive position depends upon
our ability to successfully and economically explore, acquire and develop new
and existing mineral prospects. Factors that allow producers to remain
competitive in the market over the long term include the quality and size of
their ore bodies, costs of operation, and the acquisition and retention of
qualified employees. We also compete with other mining companies for skilled
mining engineers, mine and processing plant operators and mechanics, geologists,
geophysicists and other technical personnel. This could result in higher
turnover and greater labor costs.





Employees.





The
Company employed nine employees as of December 31, 2008.


9
 Table of Contents


ITEM
1A. RISK FACTORS.





Risk
Factors





Our
independent auditors have expressed doubt about our ability to continue as a
going concern.





Our
independent public accountants have expressed doubt about our ability to
continue as a going concern in their report on our December 31, 2008 and
December 31, 2007 financial statements. Our independent public accountants have
advised us that our continuance as a going concern is dependent upon our ability
to raise capital. There is no assurance that we will be able to raise sufficient
capital or generate sufficient cash from operations to continue as a going
concern.





Because
of our limited operations and the fact that we are currently generating limited
revenue, we may be unable to service our debt obligations.





We
currently have approximately $2,514,926 in debt pursuant to promissory notes
issued by us. We are presently unable to meet our interest obligations in the
amount of $420,415 under these notes. We are also trying to secure additional
debt and equity financing. Our ability to satisfy our current debt service
obligations, and any additional obligations we might incur will depend upon our
future financial and operating performance, which, in turn, are subject to
prevailing economic conditions and financial, business, competitive, legislative
and regulatory factors, many of which are beyond our control. If our cash flow
and capital resources continue to be insufficient to fund our debt service
obligations, we may be forced to reduce or delay planned acquisitions, expansion
and capital expenditures, sell assets, obtain additional equity capital or
restructure our debt. We cannot assure you that our operating results, cash flow
and capital resources will be sufficient for payment of our debt service and
other obligations in the future.





If
we lose our key personnel, we may be unable to successfully execute our business
plan; because we currently only have one employee, he may be unable to
successfully manage the business.





Our
business is presently managed by a key employee, Chief Executive Officer, Daniel
W. Hollis. If we lose Mr. Hollis, it could have a material adverse effect on our
operations, and our ability to execute our business plan might be negatively
impacted. We have entered into an employment agreement with Mr. Hollis, which
include provisions restricting his ability to use our confidential information
should he leave the company. However, Mr. Hollis may leave the company if he
chooses to do so, and we cannot guarantee that he will not choose to do so, or
that we would be able to hire similarly qualified executives if he should choose
to leave.





Because
our common stock is quoted on the "OTC Pink Sheets," your ability to sell your
shares in the secondary trading market may be limited.





Our
common stock is currently quoted on the OTC Pink
Sheets. Consequently, the liquidity of our common stock is impaired, not
only in the number of shares that are bought and sold, but also through delays
in the timing of transactions, and coverage by security analysts and the news
media, if any, of our company. As a result, prices for shares of our common
stock may be lower than might otherwise prevail if our common stock was quoted
and traded on NASDAQ or a national securities exchange.





Because
our shares are "penny stocks," you may have difficulty selling them in the
secondary trading market.





Federal
regulations under the Securities Exchange Act of 1934 regulate the trading of
so-called "penny stocks," which are generally defined as any security not listed
on a national securities exchange or NASDAQ, priced at less than $5.00 per share
and offered by an issuer with limited net tangible assets and revenues. Since
our common stock currently is quoted on the Pink Sheets at less than $5.00 per
share, our shares are "penny stocks" and may not be quoted unless a disclosure
schedule explaining the penny stock market and the risks associated therewith is
delivered to a potential purchaser prior to any trade.





In
addition, because our common stock is not listed on NASDAQ or any national
securities exchange and currently is quoted at and trades at less than $5.00 per
share, trading in our common stock is subject to Rule 15g-9 under the Securities
Exchange Act. Under this rule, broker-dealers must take certain steps prior to
selling a "penny stock," which steps include:


10
 Table of Contents



            obtaining
      financial and investment information from the
  investor;



            obtaining
      a written suitability questionnaire and purchase agreement signed by the
      investor; and



            providing
      the investor a written identification of the shares being offered and the
      quantity of the shares.





If these
penny stock rules are not followed by the broker-dealer, the investor has no
obligation to purchase the shares. The application of these comprehensive rules
will make it more difficult for broker-dealers to sell our common stock and our
shareholders, therefore, may have difficulty in selling their shares in the
secondary trading market.





The
requirements of complying with the Sarbanes-Oxley act may strain our resources
and distract management.





We are
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. The costs
associated with these requirements may place a strain on our systems and
resources. The Exchange Act requires that we file annual, quarterly and current
reports with respect to our business and financial condition. The Sarbanes-Oxley
Act requires that we maintain effective disclosure controls and procedures and
internal controls over financial reporting. Historically, as a private company
we have maintained a small accounting staff, but in order to maintain and
improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, significant additional resources and
management oversight will be required. This includes, among other things,
retaining independent public accountants. This effort may divert management’s
attention from other business concerns, which could have a material adverse
effect on our business, financial condition, results of operations and cash
flows. In addition, we may need to hire additional accounting and financial
persons with appropriate public company experience and technical accounting
knowledge, and we cannot assure you that we will be able to do so in a timely
fashion.





It
is our policy not to pay dividends.





We have
never declared or paid cash dividends on our common stock. We currently intend
to retain all of our future earnings, if any, for use in our business and
therefore do not anticipate paying any cash dividends on our common stock in the
foreseeable future.





Existing
shareholders may face dilution from our financing efforts.





We are
dependent on raising capital from external sources to execute our business plan.
We plan to issue debt securities, capital stock, or a combination of these
securities. We may not be able to sell these securities, particularly under the
current market conditions. Even if we are successful in finding buyers for our
securities, the buyers could demand high interest rates or require us to agree
to onerous operating covenants, which could in turn harm our ability to operate
our business by reducing our cash flow and restricting our operating activities.
If we were to sell our capital stock, we might be forced to sell shares at a
depressed market price, which could result in substantial dilution to our
existing shareholders. In addition, any shares of capital stock we may issue may
have rights, privileges, and preferences superior to those of our common
shareholders.





Our
future earnings may be adversely affected because of charges resulting from
acquisitions, or an acquisition could reduce shareholder value.





We may be
required to amortize, over a period of years, certain identifiable intangible
assets. The resulting amortization expense could reduce our overall net income
and earnings per share. Changes in future markets or technologies may require us
to amortize intangible assets faster and in such a way that our overall
financial condition or results of operations are harmed. If changes in economic
and/or business conditions cause impairment of goodwill and other intangibles
acquired by acquisition, it is likely that a significant charge against our
earnings would result. If economic and/or business conditions did not improve,
we could incur additional impairment charges against any earnings we might have
in the future. An acquired business could reduce shareholder value if it should
generate a net loss or require invested capital.


11
 Table of Contents


ITEM
1B.  UNRESOLVED STAFF COMMENTS.





None.





ITEM
2. PROPERTIES.





We
currently lease approximately 160 square feet of space in Atlanta, Georgia for
our corporate office and operations on a month-to-month basis. Our monthly
rental charge for these offices is approximately $1,350 per month. We believe
that these offices generally are adequate for our current needs and our needs in
the immediate future.





The
company’s operating headquarters are based in Grants Pass, Oregon where the
Company maintains administrative offices, its milling operations and equipment
garage for equipment used in the production of gold.





The
Company leases the Benton Mine, near Grants Pass, OR and has operational
facilities at that location.  The Company owns the adjacent Gold Bug
Mine, which was last operated in 1941.





Benton
Mine





Dutch
Gold Resources, Inc. owns the lease of the Benton Mine consisting of 24 gold
mining claims on 480 acres; which are all in good standing including eight
patented claims and 16 claims located on US Forest Service Land. Dutch Gold also
owns the adjacent Gold Bug Mine on 110 acres with 5.5 patented claims. Dutch
Gold Resources, Inc. acquired these interests in a share exchange agreement with
Dutch Mining, LLC. The mines are located near Grants Pass, OR.





The
Benton Mine was the largest gold mine in southwest Oregon during the late
1930’s. It was founded in 1893 and was the largest underground mine in Oregon.
The Benton Mine is an advanced stage development and production project with a
substantial investment already made in recent exploration and development that
has started delivering gold concentrate in 2007. Dutch Gold recently completed
the construction and fine tuning of its ore mill. This is the only permitted,
commercial scale mill in Oregon.





From 1994
to 1996, Dutch Mining LLC worked to explore and develop the Benton Mine and
undertook a baseline study for all the necessary permits to operate the mine and
build an ore mill to produce gold ore concentrate. While mining the known ore
bodies, the Company feels there is also the potential to significantly upgrade
the resource base of the Benton Mine by drilling out areas untapped by historic
mining and drilling. In January of 2005, Dutch Mining LLC reopened the Benton
Mine and performed a full rehabilitation of the mine, and built a new gold ore
mill to process 330 tons of ore per day which can be increased to 450 tons as
needed.





ITEM
3.LEGAL PROCEEDINGS.





At
December 31, 2008, the Company’s subsidiary, Dutch Mining, LLC, is subject to
two labor proceedings with former employees, Quimby v. Dutch Mining LLC and
Tellez v. Dutch Mining, LLC.  Each of these actions has been settled
as of the date of this filing.





ITEM
4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.


12
 Table of Contents


PART
II





ITEM5. MARKETFOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





Market
Information and Holders





(a)
Market Information.





Quotations
for our common stock are reported on the OTC Pink Sheets under the symbol
"DGRI."  The following table sets forth the range of high and low bid
price information for the common stock for each fiscal quarter for the past two
fiscal years.  High and low bid quotations represent prices between
dealers without adjustment for retail mark-ups, markdowns or commissions and may
not necessarily represent actual transactions:





Year
      Ended December 31, 2007
            
            High
      Bid
            
            
            Low
      BidFourth
      Quarter
            
            $
            1.29
            
            
            $
            0.75Third
      Quarter
            
            $
            1.71
            
            
            $
            0.87Second
      Quarter
            
            $
            1.83
            
            
            $
            1.30First
      Quarter
            
            $
            2.35
            
            
            $
            1.05








Year Ended December 31,
2008
            
            High Bid
            
            
            Low BidFourth
      Quarter
            
            $
            0.53
            
            
            $
            0.06Third
      Quarter
            
            $
            0.95
            
            
            $
            0.36Second
      Quarter
            
            $
            1.10
            
            
            $
            0.71First
      Quarter
            
            $
            1.19
            
            
            $
            0.75








(b) Holders





As of
December 31, 2008, we had 1,116 stockholders of record of our common
stock.





Dividend
Policy





We have
never declared or paid any cash dividends on our capital stock. We currently
plan to retain future earnings, if any, to finance the growth and development of
our business and do not anticipate paying any cash dividends in the foreseeable
future. We may incur indebtedness in the future which may prohibit or
effectively restrict the payment of dividends, although we have no current plans
to do so. Any future determination to pay cash dividends will be at the
discretion of our board of directors.





Recent
Sales of Unregistered Securities





During
the last three fiscal years ended December 31, 2008, the Company issued the
following securities exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) of the Securities Act.  No underwriting
or other compensation was paid in connection with these
transactions.





On
January 16, 2007, the Registrant consummated the terms of its Share Exchange
Agreement (the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the
Registrant issued 24,000,000 shares of its common stock, par value $.001 per
share (the “Common Stock”) to the Dutch Mining equity holders and their
designees in exchange for all of the issued and outstanding equity interests of
Dutch Mining (the “Exchange”). Following the Exchange, Dutch Mining became a
wholly-owned subsidiary of the Registrant and the Registrant had a total of
30,256,144 shares of Common Stock issued and outstanding.


13
 Table of Contents


On
January 16, 2007, the Company entered into a private placement offering and
issued debentures in the amount of $2,295,000, which were subsequently converted
to equity with an issuance of 4,590,000 shares.  In addition, the
Company sold restricted Common Stock totaling 2,172,500 shares resulting in
proceeds of $1,751,000.





On
January 16, 2007, the Company entered into a private placement offering and
issued debentures in the amount of $693,385.  In addition, the Company
sold restricted common stock totaling 4,413,859 shares resulting in net proceeds
of $1,016,414.





Subsequent
Events





Settlement
of Claim





On
February 5, 2008, the Company issued 500,000 shares of Common Stock to settle an
outstanding claim relating to the purchase of the Benton Mine.  This
settled all outstanding matters relating to this transaction.





Acquisition
of Control of Aultra Gold, Inc.





On
December 31, 2009, pursuant to a Stock Purchase Agreement by and among the
Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra
Gold Capital Inc., a Turks and Caicos corporation, the Company acquired
controlling interest of Aultra Gold for a purchase price of One Million
newly-issued shares of the Company’s common stock, par value $0.001 per
share.





Employment
Agreement





On
December 31, 2009, the Company entered into an employment agreement with Mr.
Daniel Hollis, the Company’s Chief Executive Officer, for an initial one year
period.   The agreement may be renewed at the option of the
Corporation for successive one year periods.  The agreement provides
for an annual salary of $96,000 plus a signing bonus of $25,000.





Acquisition
of Aultra Gold, Inc.’s Assets





On
January 6, 2010, the Company entered into an Asset Purchase Agreement with
Aultra Gold, Inc. effective as of December 31, 2009.  Pursuant to the
Agreement, the Company acquired all of Aultra Gold’s assets.  As
consideration for these assets, the Company issued 9,614,667 shares of its
common stock, par value $0.001 per share, to Aultra Gold.





In
accordance with the transaction, the Company acquired substantially all of the
assets related to Aultra Gold’s gold and mineral business, including inventory,
accounts receivable, certain supply and distribution and other vendor contracts,
good will and other various assets and intangibles. The parties made customary
representations, warranties and indemnities that are typical and consistent for
a transaction of this size and scope.





ITEM6.SELECTED FINANCIAL DATA





Not
applicable.





ITEM7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL
CONDITION AND RESULTS OF OPERATIONS.





The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to our results of operations and our
financial condition together with our consolidated subsidiaries. This discussion
and analysis should be read in conjunction with the consolidated financial
statements and notes thereto included   elsewhere in this Annual
Report on Form 10-K. Historical results and percentage relationships set forth
in the statement of operations, including trends which might appear, are not
necessarily indicative of future operations.


14
 Table of Contents


GOING
CONCERN





In
connection with their audit report on our consolidated financial statements as
of December 31, 2008, Gruber & Company, our independent certified public
accountants, expressed substantial doubt about our ability to continue as a
going concern because such continuance is dependent upon our ability to raise
capital.





We have
explored, and continue to explore, all avenues possible to raise the funds
required. We have limited revenue-producing activity. We also need capital to
fund overhead and administrative costs as well as transaction expenses. At
December 31, 2008, accounts payable to vendors totaled $1,217,256. At December
31, 2008, our cash requirement was approximately $50,000 per month. We have met
our operating costs to date through the sale of gold, equity and debt financing
from our shareholders and other investors; however, there can be no assurance
that our shareholders and other investors will be able or willing to make
additional investments in the future to fund continued operations.





The
Company requires further funding to continue to develop its mines and fund
corporate overheads.  Although we believe that there is a reasonable
basis to believe that we will successfully raise the needed funds, we cannot
assure you that we will be able to raise sufficient capital to sustain
operations or that we will be able to achieve, or maintain, a level of
profitability sufficient to meet the operating expenses of the operations and
corporate overheads.





Cash
Flow





We have a
working capital deficit of $2,740,046 at December 31, 2008 compared to a deficit
of $642,787 at December 31, 2007.





For the
twelve months ended December 31, 2008, operations used $2,120,087 of cash.
Financing activities provided $2,158,458 during the period and consisted mainly
of proceeds from sale of common stock and issuance of convertible debentures. We
expect to continue to have operating cash flow deficiencies for the near
term.





Liquidity
and Capital Resources





We
currently have limited sources of capital, including the public and private
placement of equity securities and the possibility of debt. With limited liquid
assets and depreciating fixed assets the availability of funds from traditional
sources of debt will be limited, and we cannot assure you that there will be a
source of funds in the future.





As of
December 31, 2008, we had a cash overdraft balance of $1,063. We estimate that,
based upon our current business, we will require up to $4,000,000 over the next
two years. The estimated funding required for the first year of our business is
$3,000,000.  However, the Company cannot properly anticipate the
capital expenditures and working capital needed in connection with the
operations of the Benton Mine.   Due to difficulties in the
capital markets as a result of the credit crisis that began with the liquidation
of Bear Stearns, Inc., the Company has taken steps to reduce its cash
requirements, resulting in a furlough of the mining operations personnel, and a
temporary halt to production in the Benton Mine.





Our
independent certified public accountants stated in their report dated January
28, 2010 for the fiscal year ending December 31, 2008 that we have incurred
operating losses from our inception and that we are dependent upon our ability
to meet our future financing requirements, and the success of future operations.
These factors raise substantial doubt about our ability to continue as a going
concern.





Operations
Outlook





We do not
currently have funds sufficient to carry out any of our operations at the Benton
mine without raising additional capital. While the spot price of gold has been
trending upward and appears to be strong, there is no assurance that the Company
will be able to achieve positive cash flow, given the needs for capital
expenditures and working capital.  In order to act upon our operating
plan discussed herein, we must be able to raise sufficient funds from (i) debt
financing; or, (ii) new investments from private investors. There can be no
assurance that we will be able to obtain debt or equity financing or generate
sufficient revenue to produce positive cash flow from operations. However, we do
not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our plan of operations.  If we are unable to
achieve the necessary additional financing, then we plan to reduce the amounts
that we spend on our exploration activities and administrative expenses in order
to be within the amount of capital resources that are available to
us.


15
 Table of Contents


RESULTS
OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2008 AND THE YEAR ENDED
DECEMBER 31, 2007





The
operating loss for the twelve months ended December 31, 2008 was $4,140,727, an
increase of $2,174,993 over the year ended December 31, 2007. Revenue for the
twelve months ended December 31, 2008 was $628,669 as compared to $3,102,376 for
the year ended December 31, 2007. Interest expense and financing costs for the
twelve months ended December 31, 2008 were $616,740 as compared to $336,163 for
the twelve months ended December 31, 2007.  The total loss for the
twelve months ended December 31, 2008 was $4,602,863 as compared to $1,614,897
for the twelve months ended December 31, 2007.





Off-Balance
Sheet Arrangements





The
Company was not involved in any significant off-balance sheet arrangement during
the period ended December 31, 2008.





ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





The
Company is not exposed to market risk related to interest rates on foreign
currencies.





ITEM
8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
consolidated financial statements of the Company, together with the reports
thereon of Gruber & Company, independent accountants, are set forth on the
pages immediately following the signature page of this Annual Report on Form
10-K.





ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.





Previous
Independent Registered Public Accounting Firm.





A.  On
July 10, 2008, the Company dismissed its independent registered public
accounting firm, Ronald R. Chadwick, P.C. (“Chadwick”).





B.  The
report of Chadwick for the years ending June 30, 2006 and December 31, 2007 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles other than
going concern.





C.  The
decision to change accountants was approved by the Company's board of directors
on July 10, 2008 and on such date DeJoya Griffith & Company, LLC (“DGC”) was
engaged as the Company's new independent registered public accountants. The
Company did not consult DGC regarding either: (i) the application of accounting
principles to a specified transaction, completed or proposed, or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) any matter that was either the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item
304(a)(1)(v) of Regulation S-B.





D.  During
the Company's most recent fiscal year, there were no disagreements with Chadwick
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Chadwick, would have caused it to make reference to the matter
in connection with its reports. There were no "reportable events" as that term
is described in Item 304(a)(1)(v) of Regulation S-B.


16
 Table of Contents


E.  The
Company has made the contents of its Form 8-K available to Chadwick and
requested it to furnish a letter to the Commission as to whether Chadwick agrees
or disagrees with, or wishes to clarify the Company's expression of their
views.





New
Independent Registered Public Accounting Firm.





The
Registrant has engaged DGC as its new independent certified public accounting
firm to audit the Registrant’s financial statements July 10, 2008. Prior to such
engagement, the Registrant did not consult such firm on any of the matters
referenced in Regulation S-B Item 304(a)(2).





ITEM
9A(T).  CONTROLS AND PROCEDURES





(a) Evaluation of Disclosure
Controls and Procedures





The
Company maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission.  Our Chief Executive and Financial Officer evaluated, with
the participation of other members of management, the effectiveness of the
Company’s disclosure controls and procedures (as defined in Exchange Act Rule
15d-15(e)), as of the end of the period covered by this Annual Report on Form
10-K.





(b)
Changes in Internal
Controls





The
Company made no significant changes in its internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation of those controls by the Chief Executive and Financial
Officer.





ITEM
9B.  OTHER INF

ORMATION





Not
applicable





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS





The
following table sets forth: (1) names and ages of all persons who presently are
and who have been selected as directors of the Registrant; (2) all positions and
offices with the Registrant held by each such person; (3) the term or office of
each person named as a director; and 4) any period during which he or she has
served a such:




Name
              Age
              TitleEwald
      J. Dienhart
              73
              Executive
      Chairman of the BoardDaniel
      W. Hollis
              57
              Director
      & CEODr.
      Wilhelm H. Debor
              65
              DirectorLance
      Rosmarin
              45
              Secretary
      and Director


Ewald J.
Dienhart, Executive Chairman of the Board.  Mr. Dienhart has an
extensive background in real estate development, corporate finance and mining
development. His project developments in Germany since 1983 have been valued at
over 2 Billion (DM). In North America, his real estate development projects
include the construction of 22 factory outlets. His interest in mining is
focused on the reactivation and financing of promising natural resource
properties.


17
 Table of Contents


Daniel W.
Hollis, Director & CEO.  Mr. Hollis brings thirty years of
corporate finance and management experience to the Company. He is a seasoned
entrepreneur with a background in venture capital, private and public company
funding. His experience includes turn around situations, and development of fast
growth management teams for special situations. He has served as an officer and
adviser to numerous private and public growth companies. Mr. Hollis served as
Registered Principal of Investacorp, Inc., a NASD broker-dealer, where he had
supervisory responsibilities for the State of Georgia. He is a member of the
National Association of Investment Bankers.





Dr.
Wilhelm H. Debor, Director.  Dr. Debor is an accomplished attorney,
with an extensive background in finance. Since the beginning of his career, Dr.
Debor has held progressively more responsible positions with Swiss Bank
Corporation and Chase Manhattan Bank. He was responsible for Credit for
Commercial Real Estate with Deutsche Bank Group until 1990 when he joined DePfa
Bank Group in Frankfurt, Germany where he served until 2000. Subsequently he has
been the principal in Debor Consulting, advising on large corporate and real
estate transactions.





Lance
Rosmarin, Director.  Mr. Rosmarin has served as Secretary and a
Director of the Company since July 22, 1996. He has held various executive
positions with, and Board seats on public companies over the past fifteen years.
Mr. Rosmarin received a Bachelor of Science Degree in Finance and Marketing from
the University of Texas in 1985, and an MBA Degree in Finance from the
University of Texas in 1988.





Directors
are elected to serve one year terms and until their earlier resignation or
removal.





ITEM11. EXECUTIVE COMPENSATION.





SUMMARY
COMPENSATION TABLE





The table
below shows the annual, long-term and other compensation for services in all
capacities to the Company and its subsidiaries paid during the twelve months
ended December 31, 2008 to the Chief Executive Officer and the other four most
highly compensated executive officers of the Company during the twelve months
ended December 31, 2008 (our "named executive
officers"):





Annual
      Compensation
            
            
            Long
      Term CompensationName
      and Position
            Year
            
            Salary
      ($)
            
            
            Bonus
              ($)
            
            
            Other Annual Compensation
              ($)
            
            
            Restricted Stock Awards
              ($)
            
            
            Securities
      Underlying Options/SARS
              (#)
            
            
            All Other Compensation
              ($)Ewald
      J. Dienhart
            2008
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Chairman
            2007
            
            
            
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Daniel
      W. Hollis
            2008
            
            $
            96,000−
            
            
            
            −
            
            
            
            −
            
            
            
            
            
            
            
            
            
            
            
            −Vice
      Chairman and Chief
            2007
            
            $
            60,000−
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Executive
      Officer(1)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            −
            
            
            
            −Wilhelm
      Debor
            2008
            
            $
            −
            
            
            
            −
            
            
            
            
            
            
            
            −
            
            
            
            −
            
            
            
            −Director
            2007
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Lance
      Rosmarin
            2008
            
            $
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Director
            2007
            
            
            −
            
            
            
            −
            
            
            
            
            
            
            
            −
            
            
            
            −
            
            
            
            −





(1) Ewald J. Dienhartwas
appointed Chairman on January 14, 2007.


18
 Table of Contents


ITEM
12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The table
below shows the amount of common stock of the Company beneficially owned as of
December 31, 2008 by each of the following:




Name
      and Address (1)
              
              Amount
      and Nature of Beneficial Ownership (2)
              
              
              Percentage
      of ClassEwald
      J. Dienhart1911
      Embassy Drive,West
      Palm Beach, FL 33401
              
              
              19,030,000
              
              
              
              35.9
              %C&H
      Capital, Inc.2020
      Stone Meadow WayCumming,
      GA 30041
              
              
              2,815,800
              
              
              
              5.3
              %Bruce
      Burrow37040
      Edge Hill RoadSpringfiled,
      OR 97478
              
              
              2,692,000
              
              
              
              5.1
              %All
      directors and executive officers as a group(3
    persons)
              
              
              21,496,557
              
              
              
              40.6
              %


1.Each of our directors and
named executive officers (the "named executive officers" are described in the
Summary Compensation Table set forth on page 22 of this Annual Report on Form
10-K);





2.Each person whom we
believe beneficially owns more than 5% of our outstanding voting stock;
and





In
accordance with the rules of the Securities and Exchange Commission, beneficial
ownership as disclosed in the table below includes shares currently owned as
well as shares which the named person has the right to acquire beneficial
ownership of within 60 days, through the exercise of options, warrants or other
rights. Except as otherwise indicated, each stockholder listed below has sole
voting and investment power as to the shares owned by that person.





(1)If no address is given,
the named individual is an executive officer or director of Dutch Gold
Resources, Inc. whose business address is 3500 Lenox Road Suite 1500, Atlanta,
Georgia 30026.





(2)Shares of common stock
that a person has the right to acquire within 60 days of December 31, 2008 are
deemed outstanding for computing the percentage ownership of the person having
the right to acquire such shares, but are not deemed outstanding for computing
the percentage ownership of any other person.





(3)As of December 31, 2008,
there were 52,985,409 shares of common stock issued and
outstanding.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





Currently,
we have no independent directors on our Board of Directors, and therefore have
no formal procedures in effect for reviewing and pre-approving any transactions
between us, our directors, officers and other affiliates. We will use our best
efforts to insure that all transactions are on terms at least as favorable to
the Company as we would negotiate with unrelated third parties.




On
January 16, 2007, the Company assumed a note issued by Dutch Mining, LLC in the
amount of $1,200,000 to Embassy International, LLC, a Florida limited liability
company controlled by the family of the Chairman of the Board, Ewald Dienhart.
The note is dated December 31, 2006 and carries an interest rate of 10.0%. The
note is unsecured and may be converted into shares of the Company. The related
parties have agreed not to demand the loans through December 31, 2012 therefore
the loans are recorded as long-term liabilities


19
 Table of Contents


On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $250,000 to Gabriela Dienhart-Engel, who is the daughter of the
Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and
carries an interest rate of 6.0%. The note is partially secured by the title to
the Gold Bug Mine, and may be converted into hares of the Company. The related
parties have agreed not to demand the loans through December 31, 2012;
therefore, the loans are recorded as long-term liabilities


On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $100,000 to Dienhart-Caruso TBE Family LLC, a Florida limited
liability company that is controlled by the wife of the Chairman of the Board,
Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of
6.0%. The note is partially secured by the title to certain equipment used by
the Company, and may be converted into shares of the Company. The related
parties have agreed not to demand the loans through December 31, 2008 therefore
the loans are recorded as long-term liabilities.
  On
January 16, 2007, the Company assumed a note issued by Dutch Mining LLC in the
amount of $950,000 to Josef Bauer for working capital. The note is guaranteed by
Ewald Dienhart and carries an interest rate of 13.0%. The related parties have
agreed not to demand the loans through December 31, 2011 therefore the loans are
recorded as long-term liabilities.
 The
Company leases space from Rendata Industrial Park, LLC and Rendata Industrial
Park, LLC is substantially controlled by Ewald Dienhart, the Company’s
Chairman.  For the period ended December 31, 2008, the Company paid
$62,375 in rent and related expenses to Rendata Industrial Park, LLC and had a
payable balance accrued of $218,747 at December 31, 2008.





The
Company had an agreement, dated November 30, 2007, with HPUs, LLC to provide
management services.  HPUs, LLC’s Managing Member, Patrick Engel, is
related to the Company’s Chairman. The contract was for one year, automatically
renewable unless terminated for a monthly amount of $9,500.  The
Company had a payable balance accrued of $126,244 at December 31,
2008.





The
company owed $69,683 to Ewald J. Dienhart for short term advances at December
31, 2008.





I

tem 14.Principal Accountant Fees and Services





The
following table shows the fees paid or accrued by the Company for the audit and
other services provided for the twelve months ended December 31, 2008 and fiscal
2007.





Twelve Months 2008
            
            
            Fiscal 2007Audit
      fees (1)
            
            $
            ---
            
            
            $
            ---Audit-related
      fees
            
            $
            2,250
            
            
            $
            1,000Tax
      fees (2)
            
            $
            
            
            
            $All
      other fees
            
            $
            750
            
            
            $
            750





(1)  Audit
fees represent fees for professional services provided in connection with the
audit of our financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or
regulatory filings.





(2) For
the twelve months ended December 31, 2008 and fiscal 2007, respectively, tax
fees principally included tax compliance fees of $0 and $0.





All audit
related services, tax services and other services are and were pre-approved by
the Company’s Board of Directors.


20
 Table of Contents


ITEM
14.EXHIBITS; FINANCIAL STATEMENT SCHEDULES





Exhibits
required by Item 601 of Regulation S-B are incorporated herein by reference and
are listed on the attached Exhibit Index, which begins on after the signature
page of this Annual Report on Form 10-K.





S
 IGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





DUTCH
GOLD RESOURCES, INC.





By:
            /s/Daniel W. HollisDaniel
      W. Hollis, Chief Executive Officer, Chief Financial Officer (principal
      executive and accounting officer)








Date:
February 12, 2010


21
 Table of Contents


EXHIBIT
INDEX








Exhibit
      No.
            Description21.1
            List
      of Subsidiaries31.1*
            Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February
      12, 2010, executed by Daniel W. Hollis, Chairman of the Board and Chief
      Executive and Financial Officer of the Company.32.1*
            Certification
      Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley
      Act of 2002, Public Law 107-204), dated February 12, 2010, executed by
      Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial
      Officer of the Company.





*Filed
herewith.


22
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)








FINANCIAL
STATEMENTS


As
of December 31, 2008 and December 31, 2007





with








REPORT
OF INDEPENDENT ACCOUNTANT


23
 Table of Contents




PageDutch
      Gold Resources, Inc. Consolidated Financial Statements
            F-1Report
      of Independent Accountants
            F-2Consolidated
      Balance Sheets at December 31, 2008 and December 31, 2007
            F-3Consolidated
      Statements of Operations for the twelve months ended December 31, 2008 and
      the year ended December 31, 2007
            F-4Consolidated
      Statements of Cash Flows for the twelve months ended December 31, 2008 and
      the year ended December 31, 2007
            F-5Consolidated
      Statements of Stockholders Equity for the twelve months ended December 31,
      2008 and the year ended December 31, 2007
            F-6Notes
      to Consolidated Financial Statements
            F-6


1
 Table of Contents


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and


Stockholders
of Dutch Gold Resources. Inc.





We have
audited the accompanying consolidated balance sheets of Dutch Gold Resources,
Inc. as of December 31, 2008 and 2007, and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for each of the
years in the two-year period ended December 31, 2008. Dutch Gold Resources'
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dutch Gold Resources, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 10 to the financial
statements, conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to generate sufficient
cash flows to meet its obligations and sustain its operations. Management's plan
in regard to these matters is also described in Note 10. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





//Gruber
& Company, LLC


Gruber
& Company, LLC





Lake
Saint Louis, Missouri


January
28, 2010


F-1
 Table of Contents


DUTCH
GOLD RESOURCES. INC.


(Formerly
SMALL TOWN RADIO, INC.)


CONSOLIDATED
BALANCE SHEETS


As
of DECEMBER 31, 2008 and DECEMBER 31, 2007





December,2008
            
            
            2007ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            (1,063
            )
            
            $
            80,541Accounts
      receivable
            
            
            -
            
            
            
            88,503Total
      current assets
            
            
            (1,063
            )
            
            
            169,044Inventories
            
            
            -
            
            
            
            257,248Property,
      plant and equipmentProperty,
      plant and equipment at cost
            
            
            2,398,776
            
            
            
            2,278,801Less
      accumulated depreciation
            
            
            (1,152,497
            )
            
            
            (677,002
            )Net
      property, plant and equipment
            
            
            1,246,279
            
            
            
            1,601,799Other
      Assets
            
            
            179,852
            
            
            
            154,852TOTAL
      ASSETS
            
            $
            1,425,068
            
            
            $
            2,182,943LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            1,217,256
            
            
            $
            356,514Accounts
      payable-related parties
            
            
            222,613
            
            
            
            330,706Convertib1e
      Debentures
            
            
            525,000
            
            
            
            -Payroll
      liabilities
            
            
            (99,373
            )
            
            
            (89,806
            )Accrued
      liabilities
            
            
            420,415
            
            
            
            214,417Loans
      from shareholders
            
            
            453,072
            
            
            
            -Total
      current liabilities
            
            
            2,738,983
            
            
            
            811,831LONG-TERM
      LIABILITIES:Long-term
      Notes payable-related parties
            
            
            2,514,926
            
            
            
            2,514,926Total
      long-term liabilities
            
            
            2,514,926
            
            
            
            2,514,926TOTAL
      LIABILITIES
            
            
            5,253,909
            
            
            
            3,326,757Commitments
      and contingencies
            
            
            -
            
            
            
            -STOCKHOLDERS’
      DEFICITPreferred
      stock, $.001 par value 10,000,000 authorized, no shares issued and
      outstanding at December 31, 2008 and December 31, 2007
            
            
            -
            
            
            
            -Common
      stock, $.001 par value 500,000,000 shares authorized, 52,985,409 and
      42,373,732 issued and outstanding at December 31, 2008 and December 31,
      2007 respectively
            
            
            52,985
            
            
            
            42,374Additional
      paid-in-cap ital
            
            
            2,335,934
            
            
            
            428,709Accumulated
      deficit
            
            
            (6,217,760
            )
            
            
            (1,614,897
            )Total
      stockholders' deficit
            
            
            (3,828,841
            )
            
            
            (1,143,814
            )TOTAL
      LIABILITIES AND STOCKHOLDER S DEFICIT
            
            $
            1,425068
            
            
            $
            2.182.943








See
notes to consolidated financial statements


F-2
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR
THE YEAR ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007





December
      31,2008
            
            
            2007RevenueSales
            
            $
            628,669
            
            
            $
            3,102,376Cost
      of sales
            
            
            2,084,135
            
            
            
            3,523,122Gross
      profit
            
            
            (1,455,466
            )
            
            
            (420,746
            )Operational
      ExpensesOrganizational,
      selling- general and administrative expenses
            
            
            547,324
            
            
            
            621,468Professional
      fees
            
            
            1,654,541
            
            
            
            630,347Rent
      and repairs and maintenance
            
            
            7,901
            
            
            
            8,985Depreciation
            
            
            475,495
            
            
            
            284,188Total
      operating expenses
            
            
            2,685,261
            
            
            
            1,544,988Operating
      loss
            
            
            (4,140,727
            )
            
            
            (1,965,734
            )Other
      income (expense)Inertest
      expense
            
            
            (616,740
            )
            
            
            (336,163
            )Gain
      from previous write-off
            
            
            -
            
            
            
            687,000Gain
      from extinguishment of debt
            
            
            154,604
            
            
            
            -Income
      before income taxes
            
            
            (4,602,863
            )
            
            
            (1,614,897
            )Income
      tax provision
            
            
            -
            
            
            
            -Net
      income (loss) for (he period
            
            
            (4,602,863
            )
            
            
            (1,614,897
            )Basic
      earnings (loss) per .share
            
            $
            (0.10
            )
            
            $
            (0.04
            )Weighted
      average shares outstanding
            
            
            47,830,490
            
            
            
            37,749,313Fully
      diluted earnings floss) per share
            
            $
            (0.10
            )
            
            $
            (0.04
            )Fully
      diluted weighted average shares outstanding
            
            
            47,830,490
            
            
            
            37,749,313








See
notes to consolidated financial statements


F-3
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


CONSOLIDATED
STATEMENTS OF CASHFLOWS


FOR
THE YEAR ENDED DECEMBER31, 2008 AND DECEMBER 31, 2007





Year
      Ended December 31,2008
            
            
            2007Cash
      provided by (used in):Operating
      activities:Net
      income
            
            $
            (4,602,863
            )
            
            $
            (1,614,897
            )Adjustments
      to reconcile net loss to cash used by operating activitiesDebenture
      legal and other fees
            
            
            (168,386
            )
            
            
            -Gain
      from previous write-off
            
            
            -
            
            
            
            (577,000
            )Gain
      from extinguishment of debt
            
            
            154,604
            
            
            
            -Write-up
      of asset value
            
            
            -
            
            
            
            (110,000
            )Fair
      value of common stock issued for payment of interest
    expense
            
            
            290,644
            
            
            
            -Fair
      value of common stock issued for services
            
            
            460,588
            
            
            
            150,000Depreciation
            
            
            475,495
            
            
            
            284,188Changes
      in assets and liabilitiesAccounts
      receivable
            
            
            88,503
            
            
            
            (88,503
            )Inventories
            
            
            257,248
            
            
            
            (257,248
            )Other
      assets
            
            
            (25,000
            )
            
            
            (28,229
            )Accounts
      payable
            
            
            856,328
            
            
            
            330,563Accounts
      payable-related parties
            
            
            (108,093
            )
            
            
            (681,794
            )Accrued
      liabilities
            
            
            205,998
            
            
            
            (65,380
            )Payroll
      liabilities
            
            
            (9,567,
            
            
            
            (215,407
            )Net
      cash used by operating activities
            
            
            (2,124,501
            )
            
            
            (2,873,707
            )Investing
      activities:Purchase
      of property and equipment
            
            
            (119,975
            )
            
            
            (758,267
            )Net
      cash used by investing activities
            
            
            (119,975
            )
            
            
            (758,267
            )Financing
      activities:Increase
      (decrease) in Notes Payable
            
            
            -
            
            
            
            1,280,299Loans
      from related parties
            
            
            -
            
            
            
            374,000Proceeds
      from sale of Debentures
            
            
            693,385
            
            
            
            3,696,000Proceeds
      from sale of common stock, net
            
            
            1,016,414
            
            
            
            -Proceeds
      from Shareholder loans
            
            
            453,073
            
            
            
            -Payments
      on related party loans
            
            
            -
            
            
            
            (1,638,090
            )Net
      cash provided by financing activities
            
            
            2,162,872
            
            
            
            3,712,209Net
      increase (decrease) in cash
            
            
            (81,604
            )
            
            
            80,235Cash
      and cash equivalents at beginning of period
            
            
            80,541
            
            
            
            306Cash
      and cash equivalents at end of period
            
            $
            (1,063
            )
            
            $
            80,541SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid during year for interest
            
            $
            102,912
            
            
            $
            94,097Non-cash
      Transactions:Notes
      payable converted to equity
            
            $
            250,000
            
            
            $
            4,046,000Fair
      value of common stock issued for payment of interest
    expense
            
            
            290,644
            
            
            
            -Fair
      value of common stock options issued for services
            
            
            460,588
            
            
            
            150,000$
            1,001,232
            
            
            $
            4,196,000








See
notes to consolidated financial statements


F-4
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)


FOR
THE YEAR ENDED DE CEMBER 31, 2008 AND DE CEMBER 31, 2007





Common StockShares
            
            
            Dollars at Par ($.001)
            
            
            Paid in Cap. Dollars $
            
            
            Accum Deficit
            
            
            Stockholders' EquityBalances
      12/31/06
            
            
            256,144
            
            
            $
            256
            
            
            $
            1,892,667
            
            
            $
            (4,483,372
            )
            
            $
            (2,590,449
            )Recapitalization
            
            
            -
            
            
            
            -
            
            
            
            (4,483,372
            )
            
            
            4,483,372
            
            
            
            -Acquisition
      of Dutch Mining, LLC -DMLLC Shareholders
            
            
            24,000,000
            
            
            
            24,000.00
            
            
            
            (930,531
            )
            
            
            -
            
            
            
            (906,531
            )Acquisition
      of Dutch Mining, LLC - DGRI Shareholders
            
            
            10,000,000
            
            
            
            10,000.00
            
            
            
            (1,529,025
            )
            
            
            -
            
            
            
            (1,519,025
            )Common
      shares issued for cash
            
            
            6,762,500
            
            
            
            6,763.00
            
            
            
            4,076,683
            
            
            
            -
            
            
            
            4,083,446Common
      shares issued for services
            
            
            300,000
            
            
            
            300.00
            
            
            
            149,700
            
            
            
            -
            
            
            
            150,000Common
      shares issued in lieu of payment
            
            
            1,055,088
            
            
            
            1,055.00
            
            
            
            1,252,587
            
            
            
            -
            
            
            
            1,253,642Gain
      (loss) for year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,614,897
            )
            
            
            (1,614,897
            )Balances
      12/31/07
            
            
            42,373,732
            
            
            $
            42,374
            
            
            $
            428,709
            
            
            
            (1,614,897
            )
            
            $
            (1,143,814
            )Common
      shares issued for cash
            
            
            4,413,859
            
            
            
            4,414
            
            
            
            1,012,000
            
            
            
            
            
            
            
            1,016,414Common
      shares issued for services
            
            
            3,468,334
            
            
            
            3,468
            
            
            
            457,120
            
            
            
            
            
            
            
            460,588Common
      shares issued in lieu of payment
            
            
            1,287,333
            
            
            
            1,287
            
            
            
            148,903
            
            
            
            
            
            
            
            150,190Common
      shares issued for payment of interest
            
            
            1,442,151
            
            
            
            1,442
            
            
            
            289,202
            
            
            
            
            
            
            
            290,644Gain
      (loss) for year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (4,602,863
            )
            
            
            (4,602,863
            )Balances
      12/31/2008
            
            
            52,985409
            
            
            $
            52,985
            
            
            $
            2,335,934
            
            
            $
            (6,217,760
            )
            
            $
            (
      3,828,841
            )








See
notes to consolidated financial statements


F-5
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





NATURE
OF OPERATIONS





Dutch
Gold Resources, Inc. (DGRI.PK) is a junior gold miner, experienced in the
exploration, development and production of gold properties, through the
production stage. Its first project was an advanced development and production
stage mine system located in Southern Oregon. The geology of this mine is unique
to this part of the United States. The financial statements are prepared in
conformity with accounting principles generally accepted in the United States of
America applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.





On
January 7, 2007, the Registrant consummated the terms of its Share Exchange
Agreement (the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the
Registrant issued 24,000,000 shares of its common stock, par value $.001 per
share (the “Common Stock”) to the Dutch Mining equity holders and their
designees in exchange for all of the issued and outstanding equity interests of
Dutch Mining (the “Exchange”). Following the Exchange, Dutch Mining became a
wholly-owned subsidiary of the Registrant and the Registrant had a total of
30,256,144 shares of Common Stock issued and outstanding.  In
accordance with the Exchange, the Registrant elected Ewald Dienhart as Chairman
of the Board of Directors.





Immediately
following the consummation of this transaction the Company issued 4,000,000
shares of its common stock to several parties holding notes with Dutch Gold
Resources, Inc. Subsequent to this transaction, all notes payable for Dutch Gold
Resources, Inc. were extinguished and the only remaining notes were the ones
acquired in the Dutch Mining, LLC transaction.





PRINCIPLES
OF CONSOLIDATION





Our
Consolidated Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, and
include our accounts and our wholly-owned subsidiaries’ accounts (collectively,
the “Company”). All significant intercompany balances and transactions have been
eliminated in consolidation.





PREPARATION
OF FINANCIAL STATEMENTS





The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has adopted a
year-end of December 31.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Company’s system of internal accounting
control is designed to assure, among other items, that 1) recorded transactions
are valid; 2) valid transactions are recorded; and 3) transactions are recorded
in the proper period in a timely manner to produce financial statements which
present fairly the financial condition, results of operations and cash flows of
the Company for the respective periods being presented.





ORGANIZATIONAL
AND START-UP EXPENSES





The
Company has expensed all organizational and start-up expenses for financial
reporting purposes.


F-6
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





USE
OF ESTIMATES





The
preparation of consolidated financial statements in conformity with United
States generally accepted accounting principles requires management to make
estimates and assumptions of future events that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the consolidated financial statements, and the reported amounts of revenues and
expenses for the reporting period. Actual results could differ materially from
those reported.





CASH
AND CASH EQUIVALENTS





Cash
equivalents comprise certain highly liquid instruments with an original maturity
of three months or less when purchased. As at the reporting dates, cash and cash
equivalents consist of cash only.





ACCOUNTS
RECEIVABLE





The
Company reviews accounts receivable periodically for collect ability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At December 31, 2008 and 2007, the Company had no balance in
its allowance for doubtful accounts.





INVENTORIES





Inventories
are stated at the lower of average costs incurred or estimated net realizable
value. Major types of inventories include materials and supplies and metals
product inventory, which is determined by the stage at which the ore is in the
production process (stockpiled ore, work in process and finished
goods).





PROPERTY
PLANT AND EQUIPMENT





Property,
plant and equipment are recorded at cost. Depreciation is recorded on the
straight-line basis over estimated useful lives that range from three to five
years, but do not exceed the useful life of the individual asset. Normal
maintenance and repairs are charged to operations while


expenditures
for major maintenance and improvements are capitalized. When assets are retired
or sold, the related cost and accumulated depreciation are removed from the
accounts, and any gain or loss arising from such disposition is included in the
consolidated statement of activities.





REVENUE
RECOGNITION





We
recognize the sale of product when an agreement of sale exists, product delivery
has occurred, title has transferred to the customer and collection is reasonably
assured. The price received is based upon terms of the contract.





MINERAL
CLAIM PAYMENTS AND EXPLORATION EXPENSES





The
Company expenses all costs related to the acquisition, maintenance and
exploration of its unproven mineral properties to which it has secured
exploration rights. If and when proven and probable reserves are determined for
a property and a feasibility study prepared with respect to the property, then
subsequent development costs of the property will be capitalized. To date the
Company has not established the commercial feasibility of its exploration
prospects, therefore all costs have been expensed. The Company also considers
the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible
Assets” which concluded that mineral rights are tangible assets. Accordingly,
the Company capitalizes certain costs related to the acquisition of mineral
rights where proven or probable reserves are present, or when the Company
intends to carry out an exploration program and has the funds to do
so.


F-7
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





CONCENTRATIONS





Concentration
of Credit Risk — Financial instruments, which could potentially subject the
Company to credit risk, consist primarily of cash in bank and receivables. The
Company maintains its cash in bank deposit accounts insured by the Federal
Deposit Insurance Corporation up to $250,000. The Company’s account balances, at
times, may exceed federally insured limits. The Company has not experienced
material losses in such accounts, and believes it is not exposed to any
significant credit risk with respect to its cash accounts.


Concentration
of Operations — The Company’s operations are all related to the minerals and
mining industry. A reduction in mineral prices or other disturbances in the
minerals market could have an adverse effect on the Company’s
operations.





ENVIRONMENTAL
COSTS





Environmental
expenditures that relate to current operations are charged to operations or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are charged to operations. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable, and the cost can
be reasonably estimated. Generally, the timing of these accruals coincides with
the earlier of completion of a feasibility study or the Company’s commitments to
plan of action based on the then known facts.





STOCK
BASED COMPENSATION





The
Company has adopted SFAS No. 123R, Share-Based Payment, an amendment of FASB
Statements 123 and 95, which requires the Company to measure the compensation
cost of stock options and other stock-based awards to employees and directors at
fair value at the grant date and recognize compensation expense over the
requisite service period for awards expected to vest.


The
Company ceased the Stock Option program at 31 December 2007.





Convertible
Notes





The
Company reviews the terms of convertible debt and equity instruments it issues
to determine whether there are embedded derivative instruments, including
embedded conversion options that are required to be bifurcated and accounted for
separately as a derivative financial instrument. In circumstances where the
convertible instrument contains more than one embedded derivative instrument,
including conversion options, that are required to be bifurcated, the bifurcated
derivative instruments are accounted for as a single compound instrument. Also,
in connection with the sale of convertible debt and equity instruments, the
Company may issue free standing warrants that may, depending on their terms, be
accounted for as derivative instrument liabilities, rather than as
equity.





When
convertible debt or equity instruments contain embedded derivative instruments
that are to be bifurcated and accounted for separately, the total proceeds
allocated to the convertible host instruments are first allocated to the fair
value of all the bifurcated derivative instruments. The remaining proceeds, if
any, are then allocated to the convertible instruments themselves, usually
resulting in those instruments being recorded at a discount from their face
amount.


When the
Company issues debt securities which bear interest at rates that are lower than
market rates, the Company recognizes a discount which is offset against the
carrying value of the debt. Such discount from the face value of the debt,
together with the stated interest on the instrument, is amortized over the life
of the instrument through periodic charges to income, using the effective
interest method.


F-8
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





FINANCIAL
INSTRUMENTS





The
Company’s financial instruments consist of cash and cash equivalents and
accounts payable and accrued liabilities. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant





interest,
or credit risks arising from these financial instruments. The fair values of
these financial instruments approximate their carrying values.





INCOME
TAX





The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.





We
adopted FIN 48, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007
with no resulting cumulative effect adjustment at adoption. FIN 48 requires that
uncertain tax positions are evaluated in a two-step process, whereby (1) it is
determined whether it is more likely than not that the tax positions will be
sustained based on the technical merits of the position and (2) for those tax
positions that meet the more-likely-than-not recognition threshold, the largest
amount of tax benefit that is greater than fifty percent likely of being
realized upon ultimate settlement with the related tax authority would be
recognized.





IMPAIRMENT
OF LONG-LIVED ASSETS





Impairment
of Long-lived Assets — Management reviews and evaluates the net carrying value
of all facilities, including idle facilities, for impairment at least annually,
or upon the occurrence of other events or changes in circumstances that indicate
that the related carrying amounts may not be recoverable. We estimate the net
realizable value of each property based on the estimated undiscounted future
cash flows that will be generated from operations at each property, the
estimated salvage value of the surface plant and equipment, and the value
associated with property interests. All assets at an operating segment are
evaluated together for purposes of estimating future cash flows.




Although
management has made a reasonable estimate of factors based on current conditions
and information, assumptions underlying future cash flows are subject to
significant risks and uncertainties. Estimates of undiscounted future cash flows
are dependent upon estimates of metals to be recovered from proven and probable
ore reserves, and to some extent, identified resources beyond proven and
probable reserves, future production and capital costs and estimated metals
prices (considering current and historical prices, forward pricing curves and
related factors) over the estimated remaining mine life. It is reasonably
possible that changes could occur in the near term that could adversely affect
our estimate of future cash flows to be generated from our operating properties.
In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144
“Accounting for the Impairment or Disposal of Long-lived Assets,” if
undiscounted cash flows including an asset’s fair value are less than the
carrying value of a property, an impairment loss is recognized.





ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES




The
Company has adopted SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities”, which requires companies to recognize all derivatives
contracts as either assets or liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is to match the
timing of gain or loss recognition on the hedging derivative with the
recognition


F-9
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





of (i)
the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not designated as a hedging instrument,
the gain or loss is recognized in income in the period of change.





The
Company has not entered into derivative contracts either to hedge existing risks
or for speculative purposes. The adoption of this pronouncement does not have an
impact on the Company’s financial statements.




BASIC
AND DILUTED LOSS PER SHARE


The
Company computes net income (loss) per share in accordance with SFAS No. 128,
“Earnings per Share” which requires presentation of both basic and diluted
earnings per share (“EPS”) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders by the
weighted average number of common shares outstanding during the year. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method. In computing diluted EPS, the average
stock price for the period is used in determining the number of shares assumed
to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti-dilutive. Because
the Company does not have any potentially dilutive securities only basic loss
per share is presented in the accompanying financial statements. At September
30, 2009, the Company had no outstanding options, warrants and stock purchase
rights that could have a future dilutive effect on the calculation of earnings
per share.





The
Company computes net income (loss) per share in accordance with SFAS No. 128
“Earnings per Share”. The basic net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding. Diluted net loss per share gives effect to all dilutive potential
common shares outstanding during the period using the “as if converted” basis.
At December 31, 2008, the Company had outstanding options, warrants and stock
purchase rights to purchase a total of 1,916,667 common shares of the Company
that could have a future dilutive effect on the calculation of earnings per
share.





ASSET
RETIREMENT OBLIGATIONS





The
Company follows SFAS No. 143, “Accounting for Asset Retirement Obligations”,
which addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated retirement
costs. The standard applies to legal obligations associated with the retirement
of long-lived assets that result from the acquisition, construction, development
and normal use of the asset.





SFAS No.
143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The fair value of the liability is added to
the carrying amount of the associated asset and this additional carrying amount
is depreciated over the life of the asset. The liability is accreted at the end
of each period through charges to operating expense. If the obligation is
settled for other than the carrying amount of the liability, the Company will
recognize a gain or loss on settlement. As at December 31, 2008 and 2007 the
Company had no asset retirement obligations.





RECENT
ACCOUNTING PRONOUNCEMENTS





In
December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to
improve consistency and comparability in fair value measurements, and to expand
related disclosures. The Company has adopted the provisions of SFAS No. 157,
which are effective for consolidated financial statements for fiscal years
beginning after November 15, 2007. The adoption did not have a material effect
on the results of operations of the Company.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115. This statement permits entities to choose to measure many financial
instruments and certain other items at fair value. Most of the provisions of
SFAS No. 159 apply only to entities that elect the fair value option. However,
the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available-for-sale and
trading


F-10
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





securities.
SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year
that begins after November 15, 2007, or the Company’s fiscal year beginning
January 1, 2008. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, Fair Value Measurements. The Company
adopted SFAS No. 159 on February 1, 2008, with no material impact on its
consolidated financial statements.





In June
2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.
Management is currently evaluating the effect of this pronouncement on financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting enterprise
accounts for the acquisition of a business. SFAS No. 141 (Revised 2007) requires
an acquiring entity to recognize all the assets acquired and liabilities assumed
in a transaction at the acquisition-date fair value, with Ltd. exceptions, and
applies to a wider range of transactions or events. SFAS No. 141 (Revised 2007)
is effective for fiscal years beginning on or after December 15, 2008 and early
adoption and retrospective application is prohibited.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133” (“SFAS No. 161”).  SFAS No. 161 amends and
expands the disclosure requirements of SFAS No. 133 with the intent to
provide users of financial statements with an enhanced understanding of: 1) how
and why an entity uses derivative instruments; 2) how derivative instruments and
related hedged items are accounted for under SFAS No. 133 and its related
interpretations and 3) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance and cash
flows.  SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008.
SFAS No. 161 is currently not expected to have a material effect on our results
of operations, cash flows or financial position.





In April
2008, the FASB issued FASB Staff Position (FSP) No. FAS 142-3, Determination of
the Useful Life of Intangible Assets. This guidance is intended to improve the
consistency between the useful life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), and the
period of expected cash flows used to measure the fair value of the asset under
SFAS 141R when the underlying arrangement includes renewal or extension of
terms that would require substantial costs or result in a material modification
to the asset upon renewal or extension. Companies estimating the useful life of
a recognized intangible asset must now consider their historical experience in
renewing or extending similar arrangements or, in the absence of historical
experience, must consider assumptions that market participants would use about
renewal or extension as adjusted for SFAS 142’s entity-specific factors. FAS
142-3 is currently not expected to have a material effect on our results of
operations, cash flows or financial position.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” which sets out the framework for selecting accounting
principles to be used in preparing financial statements that
are


F-11
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





presented
in conformity with US GAAP. Up to now, the US GAAP hierarchy has been defined in
the US auditing literature. Because of the interrelationship with the auditing
literature, SFAS 162 will be effective 60 days following the SEC’s approval of
the PCAOB’s amendment to their auditing standards. The adoption of SFAS 162 is
not expected to have an effect on the Company’s consolidated financial
statements.





In May
2008, the FASB issued FASB Staff Position No. APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon Conversion
(Including Partial Cash Settlement) (“FSP No. APB 14-1”). FSP No. APB 14-1
applies to convertible debt instruments that, by their stated terms, may be
settled in cash (or other assets) upon conversion, including partial cash
settlement, unless the embedded conversion option is required to be separately
accounted for as a derivative under SFAS 133. FSP No. APB 14-1 specifies that
issuers of convertible debt instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP No. APB 14-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. FSP No. APB 14-1 will be applied retrospectively to
all periods presented. The cumulative effect of the change in accounting
principle on periods prior to those presented will be recognized as of the
beginning of the first period presented. An offsetting adjustment will be made
to the opening balance of retained earnings for that period, presented
separately. The adoption of APB 14-1 is not expected to have a material impact
upon the Company’s financial position or results of operations.





In June
2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities. This
guidance states that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents are participating
securities and should be included in the computation of earnings per share using
the two-class method outlined in SFAS No. 128, Earnings per Share. The two-class
method is an earnings allocation formula that determines earnings per share for
each class of common stock and participating security according to dividends
declared and participation rights in undistributed earnings. This new guidance
is currently not expected to have a material effect on our results of
operations, cash flows or financial position.





In June
2008, the FASB ratified the consensus reached by the EITF on Issue
No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is
Indexed to an Entity’s Own Stock (“EITF No. 07-5”). EITF No. 07-5
provides guidance for determining whether an equity-linked financial instrument
(or embedded feature) is indexed to an entity’s own stock. EITF No. 07-5
applies to any freestanding financial instrument or embedded feature that has
all of the characteristics of a derivative or freestanding instrument that is
potentially settled in an entity’s own stock (with the exception of share-based
payment awards within the scope of SFAS 123(R)). To meet the definition of
“indexed to one’s own stock,” an instrument’s contingent exercise provisions
must not be based on (a) an observable market, other than the market for
the issuer’s stock (if applicable), or (b) an observable index, other than
an index calculated or measured solely by reference to the issuer’s own
operations, and the variables that could affect the settlement amount must be
inputs to the fair value of a “fixed-for-fixed” forward or option on equity
shares. EITF No. 07-5 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. The
Company will evaluate the effects of EITF No. 07-5 on the Company’s financial
statements in the first quarter of 2009.





NOTE
2—INVENTORIES





Work-in-process
inventories, including ore stockpiles, are valued at the lower of average
production cost and net realizable value, after a reasonable allowance for
further processing and sales costs.





December
      31,2008
            
            
            2007In-process
            
            $
            -
            
            
            $
            257,248Total
      Inventories
            
            $
            -
            
            
            $
            257,248


F-12
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
3—PROPERTIES, PLANT AND EQUIPMENT





Our major
components of properties, plants, equipment are:





December
      31,2008
            
            
            2007Office
      equipment
            
            $
            11,127
            
            
            $
            8,333Lab
      equipment
            
            
            30,494
            
            
            
            27,782Mill
      equipment
            
            
            1,488,482
            
            
            
            1,467,786Mine
      – structural
            
            
            359,782
            
            
            
            334,493Mine
      equipment
            
            
            508,892
            
            
            
            440,4072,398,776
            
            
            
            2,278,801Less
      accumulated depreciation, depletion and amortization
            
            
            1,152,497
            
            
            
            677,002Net
      carrying value
            
            $
            1,246,279
            
            
            $
            1,601,799





Depreciation
expense was $475,495 and $677,002 for 2008 and 2007 respectively.





The
Internal Revenue Service has a federal lien on the company’s subsidiary Dutch
Mining, LLC’s equipment, real property and leases in the amount of
$567,062.  The State of Oregon Department of Revenue has a lien on the
company’s subsidiary Dutch Mining, LLC’s personal and real property in the
amount of $118,663. Dutch Gold Resources, Inc. is not liable for the taxes
associated with these liens, except to the extent that it makes additional
capital available to Dutch Mining, LLC.





NOTE
4—ACCRUED EXPENSES AND ACCOUNTS PAYABLE





Accrued
expenses and Accounts Payable are comprised of:





December
      31,2008
            
            
            2007Accrued
      interest expense
            
            $
            420,415
            
            
            $
            214,417Accounts
      Payable
            
            
            1,217,256
            
            
            
            356,514Accounts
      Payable-related parties
            
            
            222,613
            
            
            
            330,706Total
      Accrued expenses and Accounts Payable
            
            $
            1,860,284
            
            
            $
            901,637





NOTE
5—INCOME TAX





The
Company accounts for income taxes under the provisions of SFAS No. 109, which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Deferred income taxes are provided using the
liability method. Under the liability method, deferred income taxes are
recognized for all significant temporary differences between the tax and
financial statement bases of assets and liabilities.


F-13
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





A
reconciliation of tax at the combined federal and state income tax rates and
actual tax expense is provided below:





December
      31, 2008
            
            
            December
      31, 2007Federal
      and state income tax at the applicable rates
            
            $
            
            
            
            $Change
      in valuation allowanceActual
      tax expense
            
            
            —
            
            
            
            —





The
components of the deferred tax asset are as follows:





December
      31, 2008
            
            
            December
      31, 2007Net
      operating losses and start-up costs
            
            $
            4,224,510
            
            
            $Valuation
      allowance
            
            
            (4,224,510
            )
            
            
            (1,486,397
            )Net
      deferred tax asset
            
            
            
            
            
            
            —





The
valuation allowance at December 31, 2008 is $4,224,510 and was increased by
$4,224,510 during the year. The valuation allowance at December 31, 2007 was
$1,486,397. During the current year, the increase in the valuation allowance was
due to additional losses incurred by the Company. We consider the valuation
allowance necessary and appropriate in light of the Company's history of
recurring losses. The Company had no net operating loss carryforward to offset
future taxable income.





Uncertain
Tax Positions





On
January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition
threshold and measurement attribute for the recognition and measurement of tax
positions taken or expected to be taken in income tax returns. FIN 48 also
provides guidance on de-recognition of income tax assets and liabilities,
classification of current and deferred income tax assets and liabilities, and
accounting for interest and penalties associated with tax
positions.





Based on
our assessment of FIN 48, we concluded that the adoption of FIN 48, as of
January 1, 2007, had no significant impact on our results of operations or
financial position, and required no adjustment to the opening balance sheet
accounts. Our year-end analysis supports the same conclusion, and we do not have
an accrual for uncertain tax positions as of December 31, 2008. As a result,
tabular reconciliation of beginning and ending balances would not be meaningful.
If interest and penalties were to be assessed, we would charge interest to
interest expense, and penalties to other operating expense. It is not
anticipated that unrecognized tax benefits would significantly increase or
decrease within 12 months of the reporting date.





NOTE
6—CONVERTIBLE DEBENTURES





The
Company had convertible debentures outstanding in the amount of $525,000 at
December 31, 2008.  The notes bear an interest at a rate of 8% per
annum. Under the convertibility terms of the notes payable, the principal, plus
accrued interest, can be converted immediately, at the option of the holder,
either in whole, or in part, into fully paid common shares of the
Company.


F-14
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
7—CAPITAL STOCK





Common
Stock





As of
December 31, 2008, the Company has 52,985,409 shares of its $0.001 par value
common stock issued and outstanding.





Warrants





As of
December 31, 2008 the Company had the following warrants for the purchase of
shares of common stock issued and outstanding:





Warrants
      Outstanding
            
            
            Weighted
      Average Exercise Price
            
            
            Aggregate
      Intrinsic ValueOutstanding,
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            1,916,667
            
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      December 31, 2008
            
            1,916,667
            
            
            $
            0.97
            
            
            $
            0





The fair
value of the warrants is measured at the end of the reporting period with
changes in fair value recognized in net income. None was recognized in the
period ending December 31, 2008. The value determined for these warrants at
December 31, 2008 was $1,296,448.  Using the Black-Scholes valuation model
and the market price and volatility of the Company’s shares of common stock as
quoted on the OTCBB as of December 31, 2008, the value of these warrants at
December 31, 2008 is determined to be zero.





As at
December 31, 2008, the following share purchase warrants were
outstanding:





Warrants
      Outstanding
            
            Exercise
      Price $
            
            Expiration
      Date500,000
            
            
            1.15
            
            January
      5, 2013250,000
            
            
            1.15
            
            January
      5, 201341,667
            
            
            0.60
            
            February
      27, 2010100,000
            
            
            0.97
            
            February
      27, 201012,500
            
            
            0.95
            
            April
      14.201312,500
            
            
            0.95
            
            April
      14,2013833,333
            
            
            1.00
            
            September
      4, 2010166,667
            
            
            1.00
            
            September
      4, 20101,916,667





NOTE
8—ACQUISITION OF SUBSIDIARY





In
January 4, 2007, the company entered into a definitive Share Exchange agreement
(the “Agreement”) with Dutch Mining, L.L.C. , an Oregon limited liability
company (‘Dutch Mining’).  Pursuant to the agreement, the company
agreed to acquire 100% of the outstanding equity of Dutch Mining from the
stockholders of Dutch Mining (the


F-15
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





“Dutch
Mining Shareholders”) in exchange for the issuance by the company to the Dutch
Mining Shareholders of an aggregate of 24,000,000 newly issued shares of common
stock (“the Exchange Shares”). The Exchange shares were issued to the Dutch
Mining Shareholders on a pro rata basis , in proportion to the ratio that the
percentage of Dutch Mining Interest held by such  Dutch Mining
Shareholder bears to the number of shares of Dutch Mining Interests held by all
the Dutch Mining Shareholders as of the contract closing date.





The
recapitalization method of accounting has been applied with the shares issued as
consideration being recorded at $3,936,480, that being value given up after
considering price fluctuations and liquidity issues. Dutch Gold Resources, Inc.
was the accounting acquirer and the financial statements are those of Dutch Gold
Resources, Inc.




NOTE
9—RELATED PARTY TRANSACTIONS





On
January 16, 2007, the Company assumed a note issued by Dutch Mining, LLC in the
amount of $1,200,000 to Embassy International, LLC, and Florida limited
liability company controlled by the family of the Chairman of the Board, Ewald
Dienhart. The note is dated December 31, 2006 and carries an interest rate of
10.0%.  The note is unsecured and may be converted into shares of the
Company.  The related parties have agreed not to demand the loans
through December 31, 2009 therefore the loans are recorded as long-term
liabilities





On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $250,000 to Gabriela Dienhart-Engel, who is the daughter of the
Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and
carries an interest rate of 6.0%.  The note is partially secured by
the title to the Gold Bug Mine, and may be converted into shares of the
Company.  The related parties have agreed not to demand the loans
through December 31, 2009 therefore the loans are recorded as long-term
liabilities





On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $100,000 to Dienhart-Caruso TBE Family LLC, a Florida limited
liability company that is controlled by the wife of the Chairman of the Board,
Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of
6.0%.  The note is partially secured by the title to certain equipment
used by the Company, and may be converted into shares of the
Company.  The related parties have agreed not to demand the loans
through December 31, 2009 therefore the loans are recorded as long-term
liabilities.





On
January 16, 2007, the Company assumed a note issued by Dutch Mining LLC in the
amount of $950,000 to Josef Bauer for working capital.  The note is
guaranteed by Ewald Dienhart and carries an interest rate of
13.0%.  The related parties have agreed not to demand the loans
through December 31, 2009 therefore the loans are recorded as long-term
liabilities.





The
Company leases space from Rendata Industrial Park, LLC and Rendata is
substantially controlled by Ewald Dienhart, the company’s
Chairman.  For the period ended December 31, 2008 the Company paid
$62,375 in rent and related expenses to Rendata Industrial Park, LLC and had a
payable balance accrued of $218,747 at December 31, 2008.





The
Company had previously entered into an agreement with HPUs, LLC, whose Managing
Member Patrick Engel, is related to the Company’s Chairman, effective November
30, 2007 to provide management services. The contract was for one year,
automatically renewable unless terminated for a monthly amount of
$9,500.  The Company had a payable balance accrued of $126,244 at
December 31, 2008.





The
company owed $69,683 to Ewald J. Dienhart for short term advances at December
31, 2008.


F-16
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
10 —FINANCIAL CONDITION AND GOING CONCERN





The
Company's continuance is dependent on raising capital and generating revenues
sufficient to sustain operations. The Company believes that the necessary
capital will be raised and has entered into discussions to do so with
certain





individuals
and companies. However, as of the date of these consolidated financial
statements, no formal agreement exists.





The
accompanying consolidated financial statements do not include any adjustments
that might be necessary should the Company be unable to secure the necessary
capital and continue as a going concern.





NOTE
11—COMMITMENTS AND CONTINGENCIES





The
Company leases office space in Atlanta Georgia under a one year renewable
contact presently at approximately $1,350 monthly. The rates escalate over the
term.





There was
a lease agreement entered into between the Company and Rendata Industrial Park,
LLC on the 31st of
March, 2002. for certain rental property consisting of 32,900 square feet of
covered space located within Rendata Industrial Park in Josephine County,
Oregon. The lease is for a monthly amount of $11,075, for a ten year period. The
lease has an option for two ten year lease extensions under the same terms and
conditions.





The
minimum annual lease payments for the next four years prior to renewal
consideration are as follows:





2009
            
            $
            132,9002010
            
            
            132,9002011
            
            
            132,9002012
            
            
            132,900Total
            
            $
            531,600





NOTE
12—RECLAMATION COSTS





The
Company is subject to costs related to reclamation expenses that are regulated
and imposed by the State Licensing Authorities.  For the Benton Mine,
the Company has paid $50,000 to the State of Oregon relating to reclamation
costs.  The Company has contracted with Aultra Gold, Inc, a related
party to handle reclamation issues on the Company's behalf for the Benton Mine
in Oregon.





NOTE
13 – SUBSEQUENT EVENTS





Settlement
of Claim





On 5
February 2008, the Company issued 500,000 shares to settle an outstanding claim
relating to the purchase of the Benton Mine.  This settled all
outstanding matters relating to this transaction.





Acquisition
of Aultra Gold, Inc.’s Assets





On
January 6, 2010, the Company entered into an Asset Purchase Agreement with
Aultra Gold, Inc. effective as of December 31, 2009.  Pursuant to the
Agreement, the Company acquired all of Aultra Gold’s assets.  As
consideration for these assets, the Company issued 9,614,667 shares of its
common stock, par value $0.001 per share, to Aultra Gold.


F-17
 Table of Contents


DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





In
accordance with the transaction, the Company acquired substantially all of the
assets related to Aultra Gold’s gold and mineral business, including inventory,
accounts receivable, certain supply and distribution and other vendor contracts,
good will and other various assets and intangibles. The parties made customary
representations, warranties and indemnities that are typical and consistent for
a transaction of this size and scope.





Acquisition
of Control of Aultra Gold, Inc.





Also, on
December 31, 2009, pursuant to a Stock Purchase Agreement by and among the
Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra
Gold Capital Inc., a Turks and Caicos corporation, the Company acquired
controlling interest of Aultra Gold for a purchase price of One Million
newly-issued shares of the Company’s common stock, par value $0.001 per
share.





Employment
Agreement





On
December 31, 2009 the Company entered into an employment agreement with Mr.
Daniel Hollis the Company’s Chief Executive Officer for an initial one year
period.   The agreement may be renewed at the option of the
Corporation for successive one year periods.  The agreement provides
for an annual salary of $96,000 plus a signing bonus of $25,000.





NOTE
14 – MINING LEASE AND OPTION TO PURCHASE





On May 1,
2006 the Company entered into a mining lease and option to purchase mining
property known as Mineral Lot no. 351 final certificate No. 83 consisting of the
Gold Bug, Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims
in Joseph County, Oregon together with related  easements with Benton
Mines, Inc.  The agreement is a fifth amendment to a mining lease and
option to purchase dated June 1, 1976.





The
agreement provides for a monthly minimum advance royalty payment of
$5,000.  The production royalty provides that the lessor pay 4% of the
value of ores, minerals, metals, bullion and mineral products derived from the
property to the lessee.  In addition, lessee will pay 1% of the value
of ores, minerals, metals, bullion and mineral products derived within one mile
of the leased property.  The royalties are payable on a monthly
basis.





The
Company has an option to purchase the property subject to the lease for
$10,000,000.