**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
        DC 20549**







**FORM
      10-KSB**





**(Mark
      One)**








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








**For
      the fiscal year ended June 30, 2005**





**OR**








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








**For
      the transition period
      fromto**





**Commission
      file number: 000-30805**





**DUTCH
      GOLD RESOURCES, INC.**


**(formerly
      Small Town Radio, Inc.)**


(Name
      of
      Small Business Issuer in Its Charter)





**Nevada**
            **84-1125214**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification Number)





**1800
                Century Boulevard, Suite 1200, Atlanta, Georgia**
            **30345**(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 preceding12 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
£   No
      T







1





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-KSB or any
      amendment to this Form 10-KSB. T





The
      issuer's revenues for the most recent fiscal year were $0.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the Company as of September 25, 2005, was $88,240 (based
      on
      the average bid and ask price of $0.01).





The
      number of shares outstanding of the issuer's stock, $0.001 par value per share,
      as of September 25, 2005 was 13,109,000.





Transitional
      Small Business Disclosure Format (check one):





Yes
£   No
      T





2





**TABLE
      OF CONTENTS**





**PART
                I**ITEM
                1.
            Description
                of BusinessITEM
                2.
            Description
                of PropertiesITEM
                3.
            Legal
                ProceedingsITEM
                4.
            Submission
                of Matters to a Vote of Security
                Holders**PART
                II**ITEM
                5.
            Market
                for the Company’s Common Equity and Related
                Stockholder MattersITEM
                6.
            Management’s
                Discussion and Analysis of Financial Conditionand
                Results of OperationITEM
                7.
            Financial
                Statements and Supplementary
                DataITEM
                8.
            Changes
                in and Disagreements with Accountants on Accounting
                and Financial DisclosureITEM
                8A.
            Controls
                and Procedures**PART
                III**ITEM  9.
            Directors
                and Executive Officers of the
                CompanyITEM
                10.
            Executive
                CompensationITEM
                11.
            Security
                Ownership of Certain Beneficial Owners and
                ManagementITEM
                12.
            Certain
                Relationships and Related
                TransactionsITEM
                13.
            Principal
                Accounting Fees and Services**PART
                IV**ITEM
                14.
            Exhibits,
                Financial Statement Schedules and Reports on Form
                8-K**SIGNATURES****CERTIFICATIONS**




3
 ***Table
            of Contents***





**FORWARD-LOOKING
      STATEMENTS**





This
      Annual Report on Form 10-KSB 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:





*•*our
      ability to successfully implement our operating strategies;





*•*changes
      in the availability of debt or equity capital and increases in borrowing costs
      or interest rates;





*•*changes
      in regional and national business and economic conditions, including the rate
      of
      inflation;





*•*changing
      demographics;





*•*changes
      in the laws and government regulations applicable to us; and





*•*increased
      competition.





Stockholders
      and other users of this Annual Report on Form 10-KSB 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.





**PART
      I**





**Item
      1. Descriptionof Business.**





**HISTORY**





The
      Company 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. Our lubricant business was
      operated entirely out of Worldwide PetroMoly. However, we were unable to create
      a sustained commercial market for our lubricant products, and Worldwide
      PetroMoly incurred significant and on-going losses.





4
 ***Table
            of Contents***





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. 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 are 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. (the “Company”) 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
      subsequently refocused to become a natural resources company, changing 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. in anticipation of its’
acquisition of Dutch Mining, LLC which occurred January 16, 2007.








**DESCRIPTION
      OF BUSINESS**





***Overview***





Our
      business strategy is to seek additional financing to recapitalize the business
      and become a natural resources company.





On
      November 19, 2003, Small Town Radio, Inc. and its subsidiary (collectively
      "the
      Company") entered into a Second Amendment to Asset Purchase Agreement ("the
      Agreement"). Under the terms of the Agreement, the Company sold all of the
      assets related to WDGR-AM licensed in Dahlonega, Georgia to USK Broadcasting,
      Inc. in exchange for cash in the amount of $270,000 and a note in the amount
      of
      $30,000 due and payable on January 19, 2004 and a second note in the amount
      of
      $100,000 due and payable November 19, 2004.





***Operating
      Strategy***





Our
      business strategy is to seek additional financing to recapitalize the business
      and become a natural resources company. To achieve these goals, we intend
      to:





*•*coordinate
      the search for and the attainment of additional debt financing;





*•*coordinate
      the search for and the attainment of additional investments from private
      investors;





*•*maintain
      the operations of the Company to facilitate the plan of becoming a natural
      resources company;








***Source
      of Revenues***





We
      do not
      anticipate generating revenues in the next twelve months.





***Employees.***





The
      Company employed one person as of June 30, 2005.





5
 ***Table
            of Contents***





**Item
      2. Descriptionof Property.**





We
      currently lease approximately 750 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 $1,000 per month. We believe
      that these offices generally are adequate for our current needs and our needs
      in
      the immediate future.








**Item
      3. LegalProceedings.**





From
      time
      to time, we are party to litigation or other legal proceedings that we consider
      to be a part of the ordinary course of our business. At present, we are not
      involved in any legal proceedings nor are we party to any pending or threatening
      claims that could reasonably be expected to have a material adverse effect
      on
      our business, financial condition, or results of operations. We are involved
      in
      a dispute with a former executive officer. We believe that this matter can
      be
      settled by a settlement payment of $350,000 to the former executive officer
      including forfeiture of accounts payable to the former executive in the amount
      of $90,000. We have accrued for this potential expense in the amount of $260,000
      as of June 30, 2005.








**Item
      4. Submissionof Matters to a Vote of Security
      Holders.**





None.





6
 ***Table
            of Contents***





**PART
      II**








**Item
      5. Marketfor Common Equity and Related Stockholder
      Matters.**





***Market
      Information and Holders***





(a)
      Market Information.





Quotations
      for our common stock are reported on the OTC Bulletin Board under the symbol
      "DGRI." The following table sets forth the range of high and low bid information
      for the periods indicated since July 1, 2004:





**2003**
            
            **High**
            
            
            **Low**First
                Quarter, Fiscal Year 2004 (July 1 to September 30)
            
            $
            0.01
            
            
            $
            0.01Second
                Quarter, Fiscal Year 2004 (October 1 to December 31)
            
            $
            0.01
            
            
            $
            0.01





**2004**Third
                Quarter, Fiscal Year 2004 (January 1 to March 31)
            
            $
            0.01
            
            
            $
            0.01Fourth
                Quarter, Fiscal Year 2004 (April 1 to June 30)
            
            $
            0.01
            
            
            $
            0.01First
                Quarter, Fiscal Year 2005 (July 1 to September 30)
            
            $
            0.01
            
            
            $
            0.01Second
                Quarter, Fiscal Year 2005 (October 1 to December 31)
            
            $
            0.01
            
            
            $
            0.01





**2005**Third
                Quarter, Fiscal Year 2006 (January 1 to March 31)
            
            $
            0.01
            
            
            $
            0.01Fourth
                Quarter, Fiscal Year 2006 (April 1 to June 30)
            
            $
            0.01
            
            
            $
            0.01





High
      and
      low quotation information was obtained from data provided by Morgan Stanley
      & Co. Quotations reflect inter-dealer prices, without retail mark-up,
      mark-down or commission, and may not reflect actual transactions.





Since
      the
      Company's shares began trading in the over-the-counter market on the OTCBB,
      the
      prices for its shares have fluctuated widely. There may be many factors that
      may
      explain these variations. The Company believes that such factors include (a)
      the
      demand for its common stock, (b) the number of shares of the Company's common
      stock available for sale, (c) developments in the PEO industry, and (d) changes
      in the performance of the stock market in general, among others.





In
      recent
      years, the stock market has experienced extreme price and volume fluctuations
      that have had a substantial effect on the market prices for many small and
      emerging growth companies such as the Company, which may be unrelated to the
      operating performances of the specific companies. Some companies that have
      experienced volatility in the market place of their stock have been the objects
      of securities class action litigation.  If the Company became the
      object of securities class action litigation, it could result in substantial
      costs and a diversion of its management’s attention and resources and have an
      adverse effect on the Company's ability to implement its business plan. In
      addition, holders of shares of the Company's common stock could suffer
      substantial losses as a result of fluctuations and declines in the market price
      of the Company's common stock.





The
      trading of shares of the Company's common stock is subject to limitations set
      forth in Rule 1 Sg-9 of the Securities Exchange Act. This rule imposes sales
      practice requirements on broker-dealers who sell so-called “penny stocks” to
      persons other than established customers, accredited investors or institutional
      investors. For any transaction involving a penny stock, unless exempt, the
      rules
      require that a broker or dealer: (i) approve a person's account for transactions
      in penny stocks; and (ii) receive from the investor a written agreement to
      the
      transaction, setting forth the identity and quantity of the penny stock to
      be
      purchased. In order to approve a person's account for transactions in penny
      stocks, the broker or dealer must: (i) obtain financial information and
      investment experience and objectives of the person; and (ii) make a reasonable
      determination that the transactions in penny stocks are suitable for that person
      and that person has sufficient knowledge and experience in financial matters
      to
      be capable of evaluating the risks of transactions in penny stocks. The broker
      or dealer must also deliver, prior to any transaction in a penny stock, a
      disclosure schedule relating to the penny stock market, which, in highlight
      form, (i) sets forth the basis on which the broker or dealer made the
      suitability determination; and (ii) that the broker or dealer received a signed,
      written agreement from the investor prior to the transaction. Disclosure also
      has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading, and about commissions payable to both the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





7
 ***Table
            of Contents***





(b)
      Holders





As
      of June 30, 2005, we had 178 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 year ended June 30, 2005, no securities of the Company which were not
      registered under the Securities Act of 1933, as amended (the "Securities Act")
      were sold by the Company except as follows:





None





**Item
      6. Management'sDiscussion and Analysis of Plan of
      Operation.**





*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-KSB. Historical results and percentage relationships set forth in the
      statement of operations, including trends which might appear, are not
      necessarily indicative of future operations.*





**GOING
      CONCERN**





In
      connection with their audit report on our consolidated financial statements
      as
      of June 30, 2004, Ronald Chadwick, PC, 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 minimal revenue-producing activity. We also need capital
      to
      fund overhead and administrative costs as well as transaction expenses. At
      June
      30, 2005, accounts payable to vendors totaled $616,217. At June 30, 2005, our
      current monthly cash requirement was approximately $35,000 per month. We have
      met our operating costs to date through loans from our shareholders; however,
      there can be no assurance that our shareholders will be able or willing to
      make
      additional loans to us in the future to fund continued operations. We estimate
      that the minimum level of funding that we will require to meet our operating
      requirements through June 30, 2006 is approximately $400,000.





Ultimately,
      we must achieve profitable operations if we are to be a viable entity. We intend
      to purchase existing operations that are currently operating at breakeven or
      are
      individually profitable. 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 corporate office.





8
 ***Table
            of Contents***





***Cash
      Flow***





We
      have a
      working capital deficit of $2,265,340 at June 30, 2005 compared to a deficit
      of
      $1,960,912 at June 30, 2004,3. This increase in working capital deficit resulted
      from the operating expenses of the business offset by a gain on the sale of
      equipment.





For
      the
      fiscal year ended June 30, 2005, operations used $22,101 of cash. Financing
      activities provided $17,005 during the period and consisted mainly of
      stockholder loans. We expect to continue to have operating cash flow
      deficiencies for the near term, and for the remainder of the 2006 fiscal
      year.





***Capital
      Resources***





We
      currently have limited sources of capital, including the public and private
      placement of equity securities and the possibility of debt. With virtually
      no
      assets, the availability of funds from traditional sources of debt will be
      limited, and will almost certainly involve pledges of assets or guarantees
      by
      officers, directors and stockholders. Stockholders and directors have advanced
      funds to us in the past, but we cannot assure you that they will be a source
      of
      funds in the future.





As
      of
      June 30, 2005, we had minimal cash. We estimate that, based upon our current
      business plan for becoming a natural resources company, we will require up
      to
      $800,000 over the next two years. The estimated funding required for the first
      year of our business plan is $400,000. We believe that the funding generated
      by
      shareholder loans will be sufficient to fund cash requirements for the next
      year
      of operations.





***Operations
      Outlook***





As
      a
      result of the Company's seeking protection under the Bankruptcy Code, the
      Company has little operations at June 30, 2005. We do not currently have funds
      sufficient to carry out any of our operations, or to execute our plan of
      becoming a natural resources company.  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.








**RESULTS
      OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2005 AND JUNE 30,
      2004**





The
      operating loss for the year ended June 30, 2005 was $345,901, a decrease of
      $421,319 over the year ended June 30, 2004. This decrease is due to a sale
      of
      assets in 2004. Revenue for the year ended June 30, 2005 was $0, the same as
      the
      year ended June 30, 2004. The income in 2004 included a gain of $400,000 for
      the
      sale of assets. Interest expense and financing costs for the year ended June
      30,
      2005 were $58,527, consistent with the prior year. The total loss for the year
      was $404,428.





The
      operating income for the year ended June 30, 2004 was $75,418, an increase
      of
      $1,514,450 over the year ended June 30, 2003. This increase is due to a sale
      of
      assets in 2004 and the elimination of a majority of the Company’s expenses as a
      result of the bankruptcy at the end of 2003. Revenue for the year ended June
      30,
      2004 was $0, a decrease of $38,307 over the year ended June 30, 2003. The income
      in 2004 included a gain of $400,000 for the sale of assets. Interest expense
      and
      financing costs for the year ended June 30, 2004 were $68,758, consistent with
      the prior year. The total income for the year was $6,660.





9
 ***Table
            of Contents***





**Item
      7. FinancialStatements.**





The
      consolidated financial statements of the Company, together with the reports
      thereon of Ronald Chadwick PC, independent accountants, are set forth on the
      pages of this Annual Report on Form 10-KSB indicated below.





**Page**Report
                of Independent Accountants
            F-2Small
                Town Radio, Inc. Consolidated Financial StatementsConsolidated
                Balance Sheets at June 30, 2005 and 2004
            F-3Consolidated
                Statements of Operations for the years ended June 30, 2005 and
                2004
            F-4Consolidated
                Statements of Cash Flows for the years ended June 30, 2005, and
                2004
            F-5Consolidated
                Statements of Stockholders' Deficit for the period from June 30,
                2004 to
                June 30, 2002 June 30, 2006
            F-6Notes
                to Consolidated Financial Statements
            F-7




This
      Form
      10-KSB contains certain forward-looking statements regarding, among other
      things, the anticipated financial and operating results of the Company.
      Investors are cautioned not to place undue reliance on these forward-looking
      statements, which speak only as of the date hereof. We do not undertake any
      obligation to publicly release any modifications or revisions to these
      forward-looking statements to reflect events or circumstances occurring after
      the date hereof or to reflect the occurrence of unanticipated events. In
      connection with the "safe harbor" provisions of the Private Securities
      Litigation Reform Act of 1995, we caution investors that future financial and
      operating results may differ materially from those projected in forward-looking
      statements made by, or on behalf of, us. Such forward-looking statements involve
      known and unknown risks, uncertainties and other factors that may cause our
      actual results, performance, or achievements to be materially different form
      any
      future results, performance, or achievements expressed or implied by such
      forward-looking statements.







**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 June 30, 2005 and 2004
      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 no
      revenue, we are unable to service our debt
      obligations.***





We
      currently have approximately $537,500 in debt pursuant to promissory notes
      issued by us. We are presently unable to meet our interest obligations in the
      amount of $171,861 under these notes. We are also trying to secure additional
      debt financing by borrowing money from a bank, but have not yet succeeded in
      doing so. 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.





10
 ***Table
            of Contents***





***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.





***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.***





Our
      strategy is based on the acquisition of a sufficient number of radio stations
      to
      create a viable radio network. In accounting for a newly acquired business,
      in
      many cases, 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.








**Item
      8. Changesin and Disagreements with Accountants on
      Accounting and Financial Disclosure.**





On
      November 6, 2003, Bridges & Dunn-Rankin, LLP resigned as Small Town Radio
      Incorporated's ("STWIQ") independent accountants, and on December 6, 2004,
      the
      Board of Directors of Small Town Radio approved the engagement of Stark Winter
      Schenkein & Co., LLP as its independent accountants.





Bridges
      & Dunn-Rankin, LLP were the independent accountants for the Registrant for
      the report for the fiscal year ended June 30, 2002. The report of independent
      accountants issued by Bridges & Dunn-Rankin, LLP for the years ended June
      30, 2002 and 2001 disclosed an uncertainty regarding the company's
      ability


to
      continue as a going concern.





The
      Company has not filed an annual report on Form 10-KSB for the fiscal year ended
      June 30, 2003, and June 30, 2004 as of the date of this report and Bridges
&
Dunn-Rankin, LLP has not performed any audit procedures with respect to the
      years then ended.





11
 ***Table
            of Contents***





During
      the two fiscal years ended June 30, 2001 and June 30, 2002, and subsequent
      interim period through the date of this report, there were no disagreements
      with
      Bridges & Dunn-Rankin, LLP on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedure,
      which disagreements if not resolved to Bridges & Dunn-Rankin, LLP's
      satisfaction would have caused them to make reference to the subject matter
      of
      the disagreement(s) in connection with its report.





On
      March
      5, 2003, Bridges & Dunn-Rankin, LLP informed the Board of Directors they had
      noted material weaknesses in the Company's internal controls during the interim
      period after June 30, 2002.





The
      Registrant has provided to Bridges & Dunn-Rankin, LLP its former
      accountants, a copy of the disclosures contained in this Item 4 and the
      Registrant has received a letter from Bridges Dunn-Rankin, LLP, addressed to
      the
      Commission, confirming the statements made by the Registrant in this Item
      4.





During
      the two fiscal years of the Registrant ended June 30, 2002 and the subsequent
      period hereto, Small Town Radio did not consult with Stark Winter Schenkein
      & Co., LLP regarding any matters or events set forth in Item 304(a)(2)(i)
      and (ii) of Regulation S-B.








**Item
      8A.  Controlsand
      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. Based upon their evaluation of those controls and procedures
      performed within 90 days of the filing date of this report, the Chief Executive
      and Financial Officers of the Company concluded that the Company's disclosure
      controls and procedures were adequate.





(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 Financial
      Officer.








**PART
      III**





**Item
      9. 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**
            
            **Title**Daniel
                W. Hollis
            
            54
            
            Chairman
                of the Board and Chief Executive OfficerDonald
                Boyd
            
            38
            
            DirectorLance
                J. Rosmarin
            
            43
            
            Director





On
      June
      4, 2004, William Fleming, John McMullan, and Eric J. Froistad resigned as
      members of the Board of Directors. None of these directors resigned as a result
      of any disagreement with the Company or its officers and directors. Their seats
      on the board shall remain vacant until the next regularly scheduled vote of
      the
      Company's shareholders.





12
 ***Table
            of Contents***





**Daniel
      W. Hollis,**54,*Chairman of the Board and Chief Executive
      Officer*. Mr. Hollis has served as our Chairman and Chief Executive Officer
      since February 11, 2002. Mr. Hollis is an experienced entrepreneur who combines
      both operational experience and financial acumen. He has been a Registered
      Principal of an NASD brokerage, and participated in both private and public
      financings. He has led numerous start-ups, primarily in healthcare and
      technology. In addition to his role at the Company and since 2001. Mr. Hollis
      serves as Chairman of Segue Solutions, LLC, a privately held technology company.
      Prior thereto and from 1997, he served as consultant to numerous privately
      held
      companies through Bagswell Capital, LLC, a privately held management
      consultancy. From 1995 to 1999, Mr. Hollis was Chairman and CEO of Alignis,
      Inc., a privately held, venture capital-funded, specialty managed healthcare
      company.





**Donald
      Boyd,**38, *Director.* Mr. Boyd is a radio station executive with
      15 years' experience in the radio broadcast industry. Prior to joining the
      Company on July 30, 2001 and from 1999, he was Regional General Manager for
      Root
      Communication, where he had profit and operations responsibility for seven
      stations in three markets similar to the markets we target. From June 1998
      to
      December 1999, Mr. Boyd was a manager with Dickey Brothers Broadcasting, Inc.
      From June 995 to June 1998, he owned and operated a profitable radio station
      in
      Gainesville, Florida.





**Lance
      J. Rosmarin,**43, *Director*. Mr. Rosmarin has been a member of
      our Board of Directors since June 1, 2001. From 1993 to June 1, 2001, he was
      Secretary, Treasurer and a Director of Worldwide PetroMoly Corporation, which
      became our operating subsidiary in July 1996. Following our acquisition of
      Worldwide PetroMoly, Mr. Rosmarin served as our Chief Financial and Accounting
      Officer from July 1996 to June 1, 2001, and as our President from January 1998
      to June 1, 2001. From 1993 to 1996, in addition to his position with Worldwide
      PetroMoly, he served as Vice President and Secretary and was a Director of
      Citadel Computer Systems, Inc., as well as serving as an officer and director
      of
      several private companies. From 1990 to1993, Mr. Rosmarin was employed by
      Gertner, Aron, Ledet and Lewis Investments.





**Fredrick
      J. Alger,**38, *Chief Financial Officer.* On December 27, 2004,
      the Board of Directors approved the appointment of Fredrick J. Alger, C.P.A.
      as
      Chief Financial Officer of the Company. Prior to his appointment, Mr. Alger
      served as Chief Financial Officer of Orbit Brands Corporation. Mr. Alger holds
      an MBA in Finance from Loyola College, and a BS in Accounting from the
      University of Maryland. Mr. Alger also served in the United States Marine Corps
      from 1983-1989.





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







**Item
      10. ExecutiveCompensation.**




**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 year ended June
      30, 2005 to the Chief Executive Officer and the other four most highly
      compensated executive officers of the Company during the year ended June 30,
      2005 (our "*named executive officers*"):


**Annual
                    Compensation**
                
                **Long
                    Term Compensation****Name
                    and Position**
                
                **Year**
                
                **Salary ($)**
                
                **Bonus ($)**
                
                **Other
                    Annual Compensation ($)**
                
                **Restricted
                    Stock Award ($)**
                
                **Securities
                    Underlying Options/SARS (#)**
                
                **All
                    Other Compensation ($)**Daniel W.
                    Hollis
                
                2005
                
                $
                −
                
                −
                
                −
                
                −
                
                −
                
                −Chairman
                    and Chief Executive Officer(1)
                
                2004
                
                
                −
                
                −
                
                
                
                
                
                
                
                −Fredrick
                    J. Alger
                
                2005
                
                $
                −
                
                −
                
                178
                
                −
                
                −
                
                −Chief
                    Financial Officer(2)
                
                2004
                
                
                −
                
                −
                
                
                
                
                
                
                
                −Donald
                    Boyd
                
                2005
                
                $
                −
                
                −
                
                
                
                −
                
                −
                
                −2004
                
                
                −
                
                −
                
                −
                
                
                
                −
                
                −Lance J.
                    Rosmarin
                
                2005
                
                $
                −
                
                −
                
                −
                
                −
                
                −
                
                −2004
                
                
                −
                
                −
                
                
                
                
                
                
                
                −
 *(1)*Mr. Hollis became our Chairman and Chief Executive Officer on
        February 11, 2002, pursuant to a consulting agreement.


*(2)*Mr.
          Alger became our Chief Financial
          Officer on December 27, 2004, pursuant to a consulting
          agreement.


13
 ***Table
            of Contents***





**OPTION/SAR
      GRANTS IN LAST FISCAL YEAR**





The
      table
      below shows the number of options to purchase shares of our common stock that
      were granted to each of our named executive officers during fiscal
      2005:





**Name**
            
            **Number
                of Securities Underlying Options/SARs Granted(#)**
            
            **Percent
                of Total Options/SARs Granted to Employees in Fiscal
                Year**
            
            **Exercise
                or Base Price ($/share)**
            
            **Expiration
                Date**Daniel
                W. Hollis
            
            −
            
            −
            
            −








**AGGREGATED
      OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR
      VALUES**





The
      table
      below shows the number of stock options held at the end of or exercised during
      fiscal 2005 for each of our named executive officers:





**Number
                of Securities Underlying Unexercised Options/SARs at Fiscal Year-End
                (#)**
            
            
            **Value
                of Unexercised In-The-Money Options/SARs at Fiscal Year-End
                ($)(1)****Name**
            
            **Shares
                Acquired on Exercise (#)**
            
            
            **Value
                Realized****Exercisable**
            
            
            **Unexercisable**
            
            
            **Exercisable**
            
            
            **Unexercisable**Daniel
                W. Hollis
            
            
            46,296
            
            
            
            −
            
            
            
            38,527
            
            
            
            7,769
            
            
            $
            385
            
            
            $
            78




*(1)*Based on $0.01 per share, the closing price of our common stock as quoted
      on the Over-the-Counter Bulletin Board on June 30, 2005.








**Item
      11. SecurityOwnership 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 September 25, 2005 by each of the following:





*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-KSB);





14
 ***Table
            of Contents***





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





*3.*All executive officers and directors as a group.





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.





**Name
                and Address(1)**
            
            **Amount
                and Nature of Beneficial Ownership(2)**
            
            
            **Percentage
                of Class(3)**Daniel
                W. Hollis (4)
            
            
            1,646,939
            
            
            
            12.6
            %Donald
                Boyd (4)(5)
            
            
            124,457
            
            
            
            .09
            %Lance
                Rosmarin (5)
            
            
            316,666
            
            
            
            2.4
            %Gilbert
                Gertner
              1300
                Post Oak Blvd, Suite 1985
              Houston,
                TX 77056
            
            
            833,342
            
            
            
            6.4
            %Wayne
                Shortridge (6)
              600
                Peachtree Street, NE, Suite 2400
              Atlanta,
                GA 30308-2222
            
            
            1,363,581
            
            
            
            10.4
            %All
                directors and executive officers as a group(3 persons)
            
            
            2,088,062
            
            
            
            15.9
            %





***Less than one percent of our common stock.





*(1)*If no address is given, the named individual is an executive officer or
      director of Small Town Radio, Inc., whose business address is 1800 Century
      Boulevard, Suite 1200, Atlanta, Georgia 30045.





*(2)*Shares of common stock that a person has the right to acquire within 60
      days of October 9, 2005 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 September 15, 2005, there were 13,109,000 shares of common stock
      issued and outstanding.





*(4)*Includes the following numbers of shares of common stock that may be
      acquired within 60 days of October 9, 2005 through the exercise of stock
      options: all directors and executive officers as a group, 46,296
      shares.





*(5)*Mr. Rosmarin's beneficial ownership consists of 205,556 shares of common
      stock held by Mr. Rosmarin directly and 111,111 shares held by a trust of which
      Mr. Rosmarin is the sole trustee.





*(6)*Mr. Shortridge's beneficial ownership consists of 1,305,336 shares of
      common stock held by Bolling Investments, LLC, an entity of which Mr. Shortridge
      is the sole owner, and 58,245 shares of common stock issuable upon exercise
      of
      warrants issued to Mr. Shortridge in fiscal year 2002 in conjunction with the
      issuance of a note by the Company in the amount of $216,000.





15
 ***Table
            of Contents***





***Equity
      Compensation Plan Information***





The
      following table provides certain information about our equity compensation
      plans:





**Category**
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
            
            **Number
                of securities remaining available forfeiture issuance under equity
                compensation plans**Equity
                compensation plans approved by stockholders
            -
            
            
            -
            
            -Equity
                compensation plans not approved by stockholders
            46,236
            
            $
            0.54
            
            1,064,875Total
            43,236
            
            $
            0.54
            
            1,064,875







**Item
      12. CertainRelationships and Related
      Transactions.**





*Notes
      Payable to Bolling Investments, LLC.*In 2001, Bolling
      Investments, LLC, one of our founding stockholders, has made two separate loans
      to Small Town Radio, Inc. in a total principal amount equal to $17,500. The
      loans are evidenced by demand notes and bear interest at 12% per annum. We
      believe that the terms of these loans are at least as favorable to us as any
      loan we could obtain through arms-length bargaining with an unrelated
      party.





*Note
      Payable to Wayne Shortridge.*Wayne Shortridge, the only member
      of our stockholder Bolling Investments, LLC, loaned us $216,000 to acquire
      the
      assets of WDGR AM. Mr. Shortridge purchased our promissory note in the stated
      principal amount of $216,000 pursuant to a Note Purchase Agreement dated as
      of
      June 17, 2002. The Note is secured by the assets of WDGR AM pursuant to a
      Security Agreement dated as of June 17, 2002.Pursuant to the Note Purchase
      Agreement, we also issued Mr. Shortridge a warrant to purchase 58,245 shares
      of
      our common stock at a price of $2.82 per share. Without this loan we could
      not
      have acquired WDGR AM, and we believe the terms of the loan are at least as
      favorable to us as any terms we could have obtained through arms-length
      bargaining with an unrelated party.





*Note
      Payable to Wayne Shortridge.*Wayne Shortridge, the only member
      of our stockholder Bolling Investments, LLC, one of our founding stockholders,
      made several additional loans in 2003 to Small Town Radio, Inc. in a total
      principal amount equal to $102,300. The loans are evidenced by demand notes
      and
      bear interest at 12% per annum. We believe that the terms of these loans are
      at
      least as favorable to us as any loan we could obtain through arms-length
      bargaining with an unrelated party.








**Item
      13. Exhibits, List and Reports on Form
      8-K.**





*(a)
      Exhibits*. 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 page X-1 of this Annual Report on Form 10-KSB.








*(b)
      Reports on Form 8-K*. During the fiscal quarter ended June 30, 2005, the
      Company filed the following Current Reports on Form 8-K:





None.




16
 ***Table
            of Contents***




**Item 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 by Ronald Chadwick, P.C. for fiscal 2005 and
      2004.





Fiscal
                2005
            
            
            Fiscal
                2004Audit
                fees (1)
            
            $
            ---
            
            
            $
            ---Audit-related
                fees
            
            $
            1,500
            
            
            $
            3,500Tax
                fees (2)
            
            $
            
            
            
            $All
                other fees
            
            $
            500
            
            
            $
            500





(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
      fiscal 2005 and 2004, 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, which concluded that the provision of such
      services by Ronald Chadwick, P.C., was compatible with the maintenance of that
      firm’s independence in the conduct of its auditing functions.








**SIGNATURES**








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





**SIGNATURES**








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
              OfficerBy:
            /s/Daniel
                W. HollisDaniel
                W. Hollis, Chief Financial
              Officer





Date:
      December 14, 2007





17
 ***Table
            of Contents***




**DUTCH
      GOLD RESOURCES, INC.**


**(Formerly
      SMALL TOWN RADIO, INC.)**








***FINANCIAL
      STATEMENTS***


***As
      of June 30, 2005 and 2004***


***and
      for the years then ended***








***with***








***REPORT
      OF INDEPENDENT ACCOUNTANT***





F-1
 ***Table
            of Contents***





RONALD
      R.
      CHADWICK, P.C.


Certified
      Public Accountant


2851
      South Parker Road, Suite 720


Aurora,
      Colorado  80014


Telephone
      (303)306-1967


Fax
      (303)306-1944





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


Dutch
      Gold Resources, Inc.


Atlanta,
      Georgia





I
      have
      audited the accompanying consolidated balance sheets of Dutch Gold Resources,
      Inc. (formerly Small Town Radio, Inc.) as of June 30, 2005 and 2004, and the
      related consolidated statements of operations, stockholders' deficit and cash
      flows for the years then ended. These financial statements are the
      responsibility of the Company's management. My responsibility is to express
      an
      opinion on these financial statements based on my audit.





I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation.  I believe that my audit provides a
      reasonable basis for my opinion.





In
      my
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Dutch Gold
      Resources, Inc. as of June 30, 2005 and 2004, and the related consolidated
      statements of operations, stockholders' deficit and cash flows for the years
      then ended in conformity with accounting principles generally accepted in the
      United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 5 to the
      financial statements the Company has suffered losses from operations and has
      a
      working capital deficit that raise substantial doubt about its ability to
      continue as a going concern. Management's plans in regard to these matters
      are
      also described in Note 5. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





Aurora,
                Colorado
            /s/
                Ronald R. Chadwick, P.C.October
                25, 2007
            RONALD
                R. CHADWICK, P.C.





F-2
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC.**


**(Formerly
      Small Town Radio, Inc.)**


**CONSOLIDATED
      BALANCE SHEET**


**AS
      OF JUNE 30, 2005 AND 2004**





June 30,
                2005
            
            
            June 30,
                2004**Assets**Current
                AssetsCash
            
            $
            443
            
            
            $
            4,339Total
                current assets
            
            
            443
            
            
            
            4,339Other
                AssetsNote
                receivable
            
            
            -
            
            
            
            100,000Total
                other assets
            
            
            -
            
            
            
            100,000TOTAL
                ASSETS
            
            $
            443
            
            
            $
            104,339**Liabilities
                and Stockholders’ Deficit**Current
                LiabilitiesNotes
                payable-stockholders
            
            $
            537,500
            
            
            $
            532,500Accounts
                payable
            
            
            616,217
            
            
            
            616,217Accounts
                payable-related party
            
            
            675,000
            
            
            
            443,200Accrued
                interest
            
            
            171,861
            
            
            
            113,334Accrued
                settlement costs
            
            
            260,000
            
            
            
            260,000Loans
                from shareholders
            
            
            5,205
            
            
            
            -Total
                current liabilities
            
            
            2,265,783
            
            
            
            1,965,251Stockholders’
                DeficitPreferred
                stock, $.001 par value 100,000,000 authorized, no share issued and
                outstanding in 2005 and 2004
            
            
            -
            
            
            
            -Common
                stock, $.001 par value 100,000,000 authorized, 13,109,000 issued
                and
                outstanding in 2005 and 2004
            
            
            13,109
            
            
            
            13,109Additional
                paid-in-capital
            
            
            1,819,814
            
            
            
            1,819,814Accumulated
                deficit
            
            
            (4,098,263
            )
            
            
            (3,693,835
            )Total
                stockholders’ deficit
            
            
            (2,265,340
            )
            
            
            (1,860,912
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            443
            
            
            $
            104,339




*See
      notes to consolidated financial statements*





F-3
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC.**


**(Formerly
      Small Town Radio, Inc.)**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**FOR
      THE YEARS ENDED JUNE 30, 2005 and 2004**





June 30,
                2005
            
            
            June 30,
                2004Net
                Sales
            
            $
            -
            
            
            $
            -Operational
                ExpensesOrganizational,
                selling, general and administrative expenses
            
            
            6,193
            
            
            
            1,579Programming
                and production
            
            
            -
            
            
            
            4,022Professional
                fees
            
            
            5,750
            
            
            
            83,967Write
                off expense
            
            
            98,800
            
            
            
            -Rent
                and repairs and maintenance
            
            
            10,158
            
            
            
            10,014Salaries,
                wages and benefits
            
            
            225,000
            
            
            
            225,000345,901
            
            
            
            324,582Operating
                other - gain on sale of assets
            
            
            -
            
            
            
            400,000Operating
                loss
            
            
            (345,901
            )
            
            
            75,418Other
                income (expense)Interest
                expense
            
            
            (58,527
            )
            
            
            (68,758
            )Income
                before income taxes
            
            
            (404,428
            )
            
            
            6,660Income
                tax provision
            
            
            -
            
            
            
            -Net
                income
            
            
            (404,428
            )
            
            
            6,660Basic
                earnings per share
            
            $
            (0.03
            )
            
            $
            0.00weighted
                average shares outstanding
            
            
            13,109,000
            
            
            
            13,109,000Fully
                diluted earnings per share
            
            $
            (0.03
            )
            
            $
            0.00Fully
                diluted weighted average shares outstanding
            
            
            13,136,777
            
            
            
            13,109,000




*See
      notes to consolidated financial statements*





F-4
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC.**


**(Formerly
      Small Town Radio, Inc.)**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**FOR
      THE YEARS ENDED JUNE 30, 2005 and 2004**





June 30,
                2005
            
            
            June 30,
                2004Operating
                ActivitiesNet
                income (loss)
            
            $
            (404,428
            )
            
            $
            6,660Adjustments
                to reconcile net loss to cash used by operating activitiesGain
                on sale of assets
            
            
            
            
            
            
            (400,000
            )Note
                receivable from shareholder-write-off
            
            
            98,800Changes
                in assets and liabilitiesAccounts
                payable-related party
            
            
            225,000
            
            
            
            225,000Accrued
                interest
            
            
            58,527
            
            
            
            21,558Net
                cash used by operating activities
            
            
            (22,101
            )
            
            
            (146,782
            )Investing
              activitiesSale
                of fixed assets
            
            
            -
            
            
            
            300,000Note
                receivable lending
            
            
            (1,200
            )
            
            
            30,000Note
                receivable receipts
            
            
            -
            
            
            
            (30,000
            )Net
                cash used by investing activities
            
            
            (1,200
            )
            
            
            330,000Financing
                activitiesDecrease
                in notes payable-stockholders
            
            
            (5,000
            )
            
            
            (152,800
            )Loans
                from shareholders
            
            
            (12,005
            )
            
            
            (26,610
            )Notes
                payable borrowings
            
            
            -
            
            
            
            30,000Net
                cash provided by financing activities
            
            
            (17,005
            )
            
            
            (149,410
            )Net
                (decrease)increase in cash
            
            
            (3,896
            )
            
            
            3,808Cash,
                beginning of period
            
            
            4,339
            
            
            
            531Cash,
                end of period
            
            $
            443
            
            
            $
            4,339Non-cash
                investing and financing activities-issued a $100,000 note receivable
                as
                partial payment for fixed assets
            
            $
            -
            
            
            $
            100,000Cash
                paid for interest
            
            $
            -
            
            
            $
            47,200Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -




*See
      notes to consolidated financial statements*





F-5
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC**


**(Formerly
      Small Town Radio, Inc.)**


**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT**


**FOR
      THE YEARS ENDED JUNE 30, 2005 AND 2004**





Common
                StockDollars
                at
            
            
            Paid
                in Cap.
            
            
            Accum
            
            
            Stockholders'Shares
            
            
            Par
                ($.001)
            
            
            Dollars
                $
            
            
            Deficit
            
            
            DeficitBalances
                6/30/03
            
            
            13,109,000
            
            
            $
            13,109
            
            
            $
            1,819,814
            
            
            $
            (3,700,495
            )
            
            $
            (1,867,572
            )Gain
                (loss) for year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,660
            
            
            
            6,660Balances
                6/30/04
            
            
            13,109,000
            
            
            $
            13,109
            
            
            $
            1,819,814
            
            
            $
            (3,693,835
            )
            
            $
            (1,860,912
            )Gain
                (loss) for year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (404,428
            )
            
            
            (404,428
            )Balances
                6/30/2005
            
            
            13,109,000
            
            
            $
            13,109
            
            
            $
            1,819,814
            
            
            $
            (4,098,263
            )
            
            $
            (2,265,340
            )




*See
      notes to consolidated financial statements*





F-6
 ***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**





Small
      Town Radio, Inc. , A Nevada Corporation, ("the Company") decided to exit
      the radio business and subsequently filed for bankruptcy on May of 2003. Since
      leaving the radio business the Company refocused to become a natural resources
      company, changing its name to Tombstone Western Resources, Inc. on May 1, 2006.
      On December 7, 2007 the Company changed its name to Dutch Gold Resources, Inc.
      in anticipation of its’ acquisition of Dutch Mining, LLC which occurred January
      7, 2007.





**BANKRUPTCY
      FILING**





On
      May
      18, 2003, Small Town Radio, Inc. (the “Company”) 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 bankruptcy was
      dismissed by the court in May 2004.





**PRINCIPLES
      OF CONSOLIDATION**





The
      consolidated financial statements include the operations of Small Town
      Radio, Inc. and its wholly owned subsidiary. All intercompany accounts and
      transactions have been eliminated.





**ORGANIZATIONAL
      AND START-UP EXPENSES**





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





**EARNINGS
      PER SHARE**





Earnings
      per share have been computed based upon the weighted-average common shares
      outstanding during each year. Diluted earnings per share have not been presented
      due to the Company incurring a loss from continuing operations.





**USE
      OF ESTIMATES**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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 consolidated financials
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.




**CASH
      AND CASH EQUIVALENTS**





The
      Company considers all highly liquid investments with an original maturity of
      three months or less as cash equivalents.




**ACCOUNTS
      RECEIVABLE**





The
      Company reviews accounts receivable periodically for collectability and
      establishes an allowance for doubtful accounts and records bad debt expense
      when
      deemed necessary. At June 30, 2005 and 2004 the Company had no balance in its
      allowance for doubtful accounts.





F-7
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**REVENUE
      RECOGNITION**





Revenue
      is recognized on an accrual basis as earned under contract terms.





**STOCK
      BASED COMPENSATION**





The
      Company accounts for employee and non-employee stock awards under SFAS 123(r),
      whereby equity instruments issued to employees for services are recorded based
      on the fair value of the instrument issued and those issued to non-employees
      are
      recorded based on the fair value of the consideration received or the fair
      value
      of the equity instrument, whichever is more reliably measurable.





**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.





**FINANCIAL
      INSTRUMENTS**





The
      carrying value of the Company’s financial instruments, as reported in the
      accompanying financial statements, approximates fair value.





**FISCAL
      YEAR**





The
      Company employs a fiscal year ending June 30.





**NOTE 2—INCOME
      TAX**





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





**June 30,
                2005**
            
            
            **June 30,
                2004**Federal
                and state income tax at the applicable rates
            
            $
            (80,886
            )
            
            
            1,320Change
                in valuation allowance
            
            
            80,886
            
            
            
            (1,320
            )Actual
                tax expense
            
            
            —
            
            
            
            —





F-8
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





The
      components of the deferred tax asset are as follows:





**June 30,
                2005**
            
            
            **June 30,
                2004**Net
                operating losses and start-up costs
            
            $
            1,193,139
            
            
            
            1,112,253Valuation
                allowance
            
            
            (1,193,139
            )
            
            
            (1,112,253
            )Net
                deferred tax asset
            
            
            —
            
            
            
            —





The
      valuation allowance at June 30, 2005 is $1,193,139 and was increased by $80,886
      during 2005. The valuation allowance at June 30, 2004 is $1,112,253 and was
      decreased by $1,320 during 2004. 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.




**NOTE 3—RELATED
      PARTY TRANSACTIONS**




The
      Company had outstanding notes payable to certain stockholders of $537,500 at
      June 30, 2005. These notes are unsecured, save for a $63,200 note secured
      by all assets. The notes are payable upon demand, and bear interest primarily
      at
      12% with certain late penalties.





The
      Company had outstanding notes payable to certain stockholders of $532,500 at
      June 30, 2004. These notes are unsecured, save for a $63,200 note secured
      by all assets. The notes are payable upon demand, and bear interest primarily
      at
      12% with certain late penalties.





In
      connection with the issuance of a note payable to a stockholder in the amount
      of
      $216,000 on June 17, 2002, the Company issued the stockholder a warrant to
      purchase 58,245 shares of the Company's common stock at a price per share of
      $2.82. The warrant expires on June 17, 2012.





There
      is
      one note for $10,000 that is convertible into common stock at $0.36 per
      share.





**NOTE 4—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 5—COMMITMENTS
      AND CONTINGENCIES**





The
      Company leases land where the WDGR AM tower is located under a 3-year lease,
      expiring in June 2005. The monthly payments under the lease are
      $200.


The
      Company also leases office space in Atlanta Georgia under a 5-year lease.
      The rates escalate over the term.





F-9
 ***Table
            of Contents***





**DUTCH
      GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





Future
      minimum lease payments under these leases is as follows:





For
      2005
      =  2006-15,255, 2007-$22,990 and $38,245 in total.


For
      2004
      =  2005-$15,255, 2006-15,255, 2007-$22,990 and $53,500 in
      total





The
      Company is currently involved in a dispute with a former executive officer.
      We
      believe this matter can be settled by a payment of $350,000 to the former
      executive officer. Upon such payment, the shares held by the former executive
      officer may be forfeited in connection with the settlement and he will waive
      his
      rights to amounts due from the Company of $90,000. Accordingly, the net cost
      of
      the settlement if it occurs will be $260,000 and that amount is accrued for
      on
      June 30, 2005 and 2004.





F-10
 ***Table
            of Contents***





**EXHIBIT
      INDEX**





**Exhibit
                No.**
            
            **Description**2.1
            
            Agreement
                and Plan of Merger dated April 30, 2001 among Small Town Radio, Inc.,
                Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and
                certain
                individual shareholders of Small Town Radio, Inc., as amended and
                restated, incorporated herein by reference to Exhibit 2.2 to the
                Company's
                Current Report on Form 8-K dated May 7, 2001.2.2
            
            Agreement
                and Plan of Merger dated as of May 3, 2002 among Worldwide PetroMoly,
                Inc., a Colorado corporation, and Small Town Radio, Inc., a Nevada
                corporation incorporated herein by reference to Exhibit B to the
                Company’s
                Definitive Information Statement and Form DEF14C filed on May 6,
                2002.2.3
            
            Warranty
                Bill of Sale and Assignment dated June 25, 2002 among Greenwood
                Communications Corp., Ann B. Greenwood and the Company, incorporated
                herein by reference to Exhibit 2.1 to the Company's Current Report
                on Form
                8-K dated June 17, 2002.3i.1
            
            Articles
                of Incorporation of Small Town Radio, Inc. incorporated herein by
                reference to Exhibit C to the Company’s Definitive Information Statement
                and Form DEF14C filed on May 6, 20023ii.1
            
            Bylaws
                of Small Town Radio, Inc. incorporated herein by reference to Exhibit
                C to
                the Company’s Definitive Information Statement and Form DEF14C filed on
                May 6, 20024.1
            
            $5,000
                Demand Note of the Company dated February 3, 2001, issued to Bolling
                Investments, LLC, incorporated herein by reference to Exhibit 10.12
                to the
                Company's Registration Statement on Form SB-2 (File No.
                333-70176).4.2
            
            $25,000
                Demand Note of the Company dated March 26, 2001, issued to Wayne
                Shortridge, incorporated herein by reference to Exhibit 10.13 to
                the
                Company's Registration Statement on Form SB-2 (File No.
                333-70176).4.3
            
            $25,000
                Demand Note dated June 4, 2001, issued to Wayne Shortridge, incorporated
                herein by reference to Exhibit 10.14 to the Company's Registration
                Statement on Form SB-2 (File No. 333-70176).4.4
            
            $12,500
                Demand Note dated June 29, 2001, issued to Bolling Investments, LLC,
                incorporated herein by reference to Exhibit 10.15 to the Company's
                Registration Statement on Form SB-2 (File No.
                333-70176).4.5
            
            $50,000
                Demand Note of the Company dated August 3, 2001, issued to John F.
                McMullan, incorporated herein by reference to Exhibit10.16 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-70176).4.6
            
            $216,000
                Secured Note of the Company dated June 17, 2002, issued to Wayne
                Shortridge, incorporated herein by reference to Exhibit4.1 to the
                Company's Current Report on Form 8-K dated June 17,
                2002.4.7
            
            Note
                Purchase Agreement dated as of June 17, 2002 between the Company
                and Wayne
                Shortridge, incorporated herein by reference to Exhibit 4.2 to the
                Company's Current Report on Form 8-K dated June 17,
                2002.4.8
            
            Security
                Agreement dated as of June 17, 2002 between the Company and Wayne
                Shortridge, incorporated herein by reference to Exhibit4.3 to the
                Company's Current Report on Form 8-K dated June 17,
                2002.4.9
            
            Warrant
                to Purchase Common Stock of the Company, dated June 17, 2002, issued
                to
                Wayne Shortridge, incorporated herein by reference to Exhibit 4.4
                to the
                Company's Current Report on Form 8-K dated June 17,
                2002.10.1†
            
            Worldwide
                PetroMoly, Inc. Stock Incentive Plan, incorporated herein by reference
                to
                Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File
                No.
                333-67404).10.2†
            
            Employment
                Agreement dated as of July 30, 2001 between the Company and Donald
                L.
                Boyd, incorporated herein by reference to Exhibit 10.20 to the Company's
                Registration Statement on Form SB-2 (File No.
                333-70176).10.3
            
            Consulting
                Agreement dated as of September 10, 2001 between the Company and
                Richard
                P. Smyth, incorporated herein by reference to Exhibit 10.11 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-70176).





***Table
            of Contents***




10.4
            
            Commercial
                Lease Agreement dated June 25, 2002 between Greenwood Communications
                Corp.
                and the Company, incorporated herein by reference to Exhibit 10.1
                to the
                Company's Current Report on Form 8-K dated June 17,
                2002.16.1
            
            Letter
                of BKD, LLP dated September 10, 2002, pursuant to Item 304(a)(3)
                of
                Regulation S-B, regarding change of certifying accountant, incorporated
                herein by reference to Exhibit 16.1 to the Company's Current Report
                on
                Form 8-K dated September 3, 2002.21.1*
            
            List
                of Subsidiaries.31.1*
            
            Certification
                Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley
                Act of 2002, Public Law 107-204),dated December 14, 2007, 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 December 14, 2007, executed
                by
                Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial
                Officer of the Company.





***Filed
      herewith.





*†*Management
      contract or compensatory plan






X-2