**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-KSB**





**(Mark
      One)**





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





**For
      the fiscal year ended June 30, 2004**





**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**
              (State
                or other jurisdiction of incorporation or organization)
            
            **84-1125214**
              (I.R.S.
                Employer Identification Number)**1800
                Century Boulevard, Suite 1200, Atlanta, Georgia**
              (Address
                of Principal Executive Offices)
            
            **30345**
              (Zip
                Code)





**(404)
      327-4520**


(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
      x





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. x





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, 2004, was $105,229 (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, 2004 was 13,109,000.





Transitional
      Small Business Disclosure Format (check one):





Yes   ̈    No  x







**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 Condition
                and 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**




*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. Description of 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.


*Table
          of Contents*




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.


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 complete the sale of the Company’s assets, seek
      additional financing to recapitalize the business and become a natural resources
      company.





Currently,
      we own WDGR AM licensed to Dahlonega, Georgia and operate WSBI AM licensed
      to
      Static, Tennessee, pursuant to a Local Programming and Marketing Agreement
      ("*LMA*").





We
      terminated a previously announced purchase and sale agreement dated March 8,
      2002, with Renegade Broadcasting, LLC ("Renegade"), pursuant to which we agreed
      to purchase from Renegade radio station WRVX-FM, licensed to Eufaula, Alabama.
      Upon final due diligence, we determined that there had been a material adverse
      change in Renegade's operating results and were unable to reach agreement on
      other terms.





We
      terminated a previously announced letter of intent dated June 3, 2002, with
      Hellinger Broadcasting ("Hellinger"), pursuant to which we agreed to engage
      in
      further discussions regarding a purchase of radio station WULA-AM, licensed
      to
      Eufaula, Alabama. Upon further due diligence, we determined that the station's
      market potential was insufficient to justify a purchase.





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.


*Table
          of Contents*


***Operating
      Strategy***





Our
      business strategy is to complete the sale of the Company’s assets, seek
      additional financing to recapitalize the business and become a natural resources
      company. To achieve these goals, we intend to:





*•*secure
      and maintain a buyer for the assets retained by the Company;





*•*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;




***Sales***





We
      derived our revenue primarily from advertising revenue from local, national
      and
      network advertisers. Our per-spot costs are developed by modeling listener
      profiles, with drive time and local special events pricing being highest and
      political advertising being lowest.





***Source
      of Revenues***





Virtually
      all of our broadcast revenues have been generated from the sale of local and
      regional advertising for broadcast on our radio stations. Our local advertisers
      are generally small businesses located in the communities in which our radio
      stations are located. Potential advertisers include telephone companies,
      restaurants, fast food chains, automobile and farm equipment dealers, grocery
      stores, and other businesses.





***Employees.***    The
      Company employed one person as of June 30, 2004.






**Item
      2. Description of 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. Legal Proceedings.**





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, 2004.








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




None.


*Table
          of Contents*


**PART
      II**








**Item
      5. Market for 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, 2003:





**2002**
            
            **High**
            
            
            **Low**First
                Quarter, Fiscal Year 2003 (July 1 to September 30)
            
            $
            0.01
            
            
            $
            0.01Second
                Quarter, Fiscal Year 2003 (October 1 to December 31)
            
            $
            0.01
            
            
            $
            0.01




**2003**Third
                Quarter, Fiscal Year 2003 (January 1 to March 31)
            
            $
            0.01
            
            
            $
            0.01Fourth
                Quarter, Fiscal Year 2003 (April 1 to June 30)
            
            $
            0.01
            
            
            $
            0.01First
                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
            
            
            $
            0.01





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.


*Table
          of Contents*


(b)
      Holders





As
      of
      June 30, 2004, we had 189 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, 2004, 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's Discussion 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, 2004, accounts payable to vendors totaled $616,217. At June 30, 2004,
      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, 2005 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.


*Table
          of Contents*


***Cash
      Flow***





We
      have a
      working capital deficit of $1,960,912 at June 30, 2004 compared to a deficit
      of
      $1,867,572 at June 30, 2003. 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, 2004, operations used $146,782 of cash. Financing
      activities used $149,410 during the period and consisted mainly of payments
      on
      stockholder loans. We expect to continue to have operating cash flow
      deficiencies for the near term, and for the remainder of the 2005 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, 2004, 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, 2004.  Our principal source
      of revenue had been the sale of broadcasting time for advertising. 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, 2004 AND JUNE 30,
      2003**





The
      acquisition of Small Town Radio, Inc. by Worldwide PetroMoly, Inc constituted
      a
      reverse acquisition for financial reporting purposes. The purchase method of
      accounting, used to record the transaction, requires that operations of the
      acquired entity may only be reflected in the statement of operations subsequent
      to the date of the acquisition. As a result of this, the historical statement
      of
      operations for Worldwide PetroMoly, Inc. d/b/a Small Town Radio, Inc. only
      reflects Small Town Radio Inc.'s operations for the year ended June 30, 2001.
      During the entire year ended June 30, 2001, we focused our efforts on
      researching the industry, identifying stations within a selected geographical
      market that might be available for purchase, and trying to secure financing
      for
      the operation.





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.





The
      operating loss for the year ended June 30, 2003 was $1,439,032, an increase
      of
      $308,054 over the year ended June 30, 2002. Revenue for the year ended June
      30,
      2003 was $38,307, a decrease of $15,851 over the year ended June 30, 2002.
      The
      loss in 2003 included a charge of $198,160 for the write off of assets as well
      as a charge of $136,816 for compensatory option issues. Interest expense and
      financing costs for the year ended June 30, 2003 were $75,805, consistent with
      the prior year. The total loss for the year was $1,514,837.


*Table
          of Contents*


**Item
      7. Financial Statements.**





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, 2004 and 2003
            F-3Consolidated
                Statements of Operations for the years ended June 30, 2004 and
                2003
            F-4Consolidated
                Statements of Cash Flows for the years ended June 30, 2004, and
                2003
            F-5Consolidated
                Statements of Stockholders' Deficit for the period from June 30,
                2002 to
                June 30, 2002 June 30, 2004
            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, 2004 and 2003
      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 $532,500 in debt pursuant to promissory notes
      issued by us. We are presently unable to meet our interest obligations in the
      amount of $113,334 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.


*Table
          of Contents*


***The
      business of operating radio stations is subject to many different variables
      outside of our control, any of which could have an adverse impact on our ability
      to successfully operate our business.***





As
      an
      owner and operator of radio stations, our operations are subject to numerous
      variables outside of our control, many of which could have a material adverse
      effect upon our financial performance. These variables include economic
      conditions, both generally and specific to the radio broadcasting industry,
      shifts in population and other demographics, shifts in audience tastes, the
      level of competition for advertising dollars with other radio stations,
      television stations and other entertainment and communications media,
      fluctuations in operating costs, technological changes and innovations, changes
      in labor conditions; and changes in laws and governmental regulations and
      policies and actions of federal regulatory bodies, including the Department
      of
      Justice, the Federal Trade Commission and the Federal Communications Commission.
      Although we believe that if we are able to complete the acquisition of the
      radio
      stations contemplated by our business plan, we will be positioned to compete
      effectively in those respective markets, but we cannot assure you that any
      individual station will be able to maintain or increase its current audience
      ratings and advertising revenues, and all of the factors above could potentially
      adversely impact our operations.





***Competition
      in the radio broadcasting business is intense, and we may be unable to succeed
      if our competitors have more funding or better
      marketing.***





Radio
      broadcasting is a highly competitive business. The radio stations that we intend
      to acquire if we are able to successfully execute our business plan will compete
      for audiences and advertising revenues within their respective markets directly
      with other radio stations, as well as with other media such as newspapers,
      magazines, cable and broadcast television, outdoor advertising and direct mail.
      Market share is subject to change, and any adverse change in a particular market
      could have a material adverse effect on the revenue of stations located in
      that
      market. If another radio station in one of our markets were to convert its
      programming format to a format similar to one of our stations, or if a new
      station were to adopt a format competitive with our stations, or if an existing
      competitor were to strengthen its operations, our stations could suffer a
      reduction in our listening audience and/or advertising revenue and could require
      increased promotional and other expenses. Additionally, our business could
      be
      adversely affected if a large player in the radio industry were to decide to
      adopt an acquisition plan similar to ours. A large competitor could purchase
      a
      number of stations in the markets in which we wish to compete and, as a result,
      drive up the prices that we must pay for stations as well as force us to
      allocate significantly more of our resources to promotional activities than
      we
      have currently planned.





***Because
      most of our revenues will come from the sale of advertising time on our
      stations, our business is susceptible to downturns in the
      economy.***





We
      expect
      that substantially all of our revenue will initially come from the sale of
      advertising time on our radio stations. Our broadcasting revenue would likely
      be
      adversely affected by a national recession. In addition, because a substantial
      portion of our revenue will be derived from local advertisers, our ability
      to
      generate advertising revenue in specific markets could be adversely affected
      by
      local or regional economic downturns. For example, in some of the markets in
      which we plan to operate there is a single dominant employer (such as a military
      base, a college, university or large manufacturing plant). If a downturn in
      the
      economy results in a dominant employer in one of our markets initiating layoffs,
      or if the U.S. Congress decides to close a military base in one of our markets,
      this could result in local businesses in that market reducing their advertising
      budgets, which, in turn, would impact our broadcast cash flow and
      profitability.





***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.


*Table
          of Contents*


***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. Changes in 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.





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.


*Table
          of Contents*


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.  Controls and Procedures**




(a)
      Evaluation of Disclosure Controls and Procedures





The
      Company maintains controls and procedures designed to ensure that information
      required to be disclosed in the reports that the Company files or submits under
      the Exchange Act is recorded, processed, summarized and reported within the
      time
      periods specified in the rules and forms of the Securities and Exchange
      Commission. 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.


*Table
          of Contents*


**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
            
            53
            
            Chairman
                of the Board and Chief Executive OfficerDonald
                Boyd
            
            37
            
            DirectorWilliam
                Fleming
            
            58
            
            DirectorEric
                J. Froistad
            
            47
            
            DirectorJohn
                McMullan, CPA
            
            68
            
            DirectorLance J.
                Rosmarin
            
            42
            
            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.





**Daniel
      W. Hollis,**53,*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,**37, *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.





**William
      Fleming,**58, *Director*. Mr. Fleming has been a member of our
      Board of Directors since June 2001. Prior thereto and since 1985, he has been
      the principal of William Fleming & Associates, which provides financial
      consulting services to radio stations, including emerging companies. Mr. Fleming
      has focused his work on smaller, emerging companies, radio entrepreneurs, and
      first-time owners. He also is a co-owner of four radio stations in
      Indiana.





**Eric
      J. Froistad,**47, *Director*. Mr. Froistad has been a member
      of our Board of Directors since April 4, 2002. He presently is the Chief
      Financial Officer of Enhancement Services Corporation, a loyalty program
      management company in Roswell, Georgia. He has over twenty-two years of
      financial management experience, with an extensive background in financing
      transactions, mergers and acquisitions, and financial management systems for
      entrepreneurial companies in diverse industries. Prior to joining Enhancement
      Services in 1995 and until 1999, Mr. Froistad was Chief Financial Officer for
      Alignis, Inc., a specialty healthcare company in Atlanta, Georgia. Prior thereto
      and from 1991 until 1995, he served in various senior financial management
      positions for New World Communications Group, an integrated media company.
      Mr. Froistad started his career with the public accounting firm of Arthur
      Andersen & Co. in Denver, Colorado, leaving the firm as a senior
      manager in audit services. He received a BS in Accounting from the University
      of
      Colorado.


*Table
          of Contents*


**John
      McMullan, CPA, 68**, *Director*. Mr. McMullan has been a member of
      our Board of Directors since June 7, 2001. Since 1990, he has been the Chief
      Executive Officer of Camden Real Estate Company, a family-owned real estate
      investment company. In addition, Mr. McMullan acts as a consultant to the
      long-term health care industry, and is licensed as a Certified Public Accountant
      in the State of Georgia.





**Lance
      J. Rosmarin,**42, *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.





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








**Item 10. Executive
      Compensation.**




**SUMMARY
      COMPENSATION TABLE**





The
      table
      below shows the annual, long-term and other compensation for services in all
      capacities to the Company and its subsidiaries paid during the year ended
      June 30, 2004 to the Chief Executive Officer and the other four most highly
      compensated executive officers of the Company during the year ended
      June 30, 2004 (our "*named executive officers*"):





**Annual
                Compensation**
            
            
            **Long
                Term Compensation****Name
                and Position**
            
            **Year**
            
            
            **Salary
                ($)**
            
            
            **Bonus
                ($)**
            
            
            **Other
                Annual**
              **Compensation
                ($)**
            
            
            **Restricted**
              **Stock**
              **Awards($)**
            
            
            **Securities**
              **Underlying**
              **Options/SARS
                (#)**
            
            
            **All
                Other**
              **Compensation**
              **($)**DanielW.
                Hollis Chairman and Chief Executive Officer(1)
            
            
            2004
              2003
            
            
            $
            -
              -
            
            
            
            -
              -
            
            
            
            -
              -
            
            
            
            -
              -
            
            
            
            -
              -
            
            
            
            224,251
              -Donald
                Boyd
            
            
            2004
              2003
            
            
            $
            -
                -
            
            
            
            -
                -
            
            
            
            -
              -
            
            
            
            -
              -
            
            
            
            -
              -
            
            
            
            -
                -Dr.MichaelG.
                Cobb
            
            
            2004
              2003
            
            
            $
            -
                -
            
            
            
            -
                -
            
            
            
            -
                  -
            
            
            
            -
                -
            
            
            
            -
                  -
            
            
            
            -
                -William
                Fleming
            
            
            2004
              2003
            
            
            $
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -Eric
                J. Froistad
            
            
            2004
              2003
            
            
            $
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -John
                McMullan
            
            
            2004
              2003
            
            
            $
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
                -LanceJ.
                Rosmarin
            
            
            2004
              2003
            
            
            $
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -
            
            
            
            -
              -
            
            
            
            -
                -
            
            
            
            -
                -





*(1)*Mr. Hollis became our Chairman and Chief Executive Officer on
      February 11, 2002, pursuant to a consulting agreement.


*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
      2004:





**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
            
            
            0
            
            
            
            0
            
            
            
            0




**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 2003 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
            
            
            
            0
            
            
            
            26,971
            
            
            
            19,325
            
            
            $
            270
            
            
            $
            193




*(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, 2004.








**Item 11. Security
      Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.**




The
      table below shows the amount of common stock of the Company beneficially owned
      as of September 25, 2004 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);


*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**
              **BeneficialOwnership(2)**
            
            
            **Percentage
                of**
              **Class(3)**Daniel W.
                Hollis (4)
            
            
            1,646,939
            
            
            
            12.6
            %Donald
                Boyd (4)(5)
            
            
            124,457
            
            
            
            .09
            %William
                Fleming (7)
            
            
            216,636
            
            
            
            1.7
            %Eric J.
                Froistad (7)
            
            
            37,037
            
            
            
            0.03John
                McMullan (5) (7)
            
            
            244,414
            
            
            
            1.9
            %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(7 persons)
            
            
            2,586,149
            
            
            
            19.7
            %





***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, 2004 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, 2004, 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, 2004 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.




*(7)*Resigned from the Board of Directors on June
      4,
      2004.




*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
            
            
            0
            
            
            
            0
            
            
            
            0Equity
                compensation plans not approved by stockholders
            
            
            46,236
            
            
            $
            0.54
            
            
            
            1,064,875Total
            
            
            43,236
            
            
            $
            0.54
            
            
            
            1,064,875








**Item
      12. Certain Relationships 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, 2004, we
      filed the following Current Reports on Form 8-K:





None.


*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 2004 and
      2003.





Fiscal
                2004
            
            
            Fiscal
                2003Audit
                fees (1)
            
            $
            ---
            
            
            $
            10,000Audit-related
                fees
            
            $
            3,500
            
            
            $
            ---Tax
                fees (2)
            
            $
            
            
            
            $All
                other fees
            
            $
            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 2004 and 2003, respectively, tax fees principally included tax
      compliance fees of $500 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 OfficerDate:
            
            December
                6, 2007


*Table
          of Contents*




**DUTCH
        GOLD RESOURCES, INC.**
 **(Formerly
        SMALL TOWN RADIO, INC.)**
 
 ***FINANCIAL
        STATEMENTS***
 ***As
        of June 30, 2004 and 2003***
 ***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, 2004 and 2003, 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, 2004 and 2003, 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, 2004 AND 2003**June
                  30, 2004
              
              
              June
                  30, 2003**Assets**Current
                  AssetsCash
              
              $
              4,339
              
              
              $
              531Total
                  current assets
              
              
              4,339
              
              
              
              531Other
                  AssetsNote
                  receivable
              
              
              100,000
              
              
              
              -Total
                  other assets
              
              
              100,000
              
              
              
              -TOTAL
                  ASSETS
              
              $
              104,339
              
              
              $
              531**Liabilities
                  and Stockholders' Deficit**Current
                  LiabilitiesNotes
                  payable-stockholders
              
              $
              532,500
              
              
              $
              655,300Accounts
                  payable
              
              
              616,217
              
              
              
              616,217Accounts
                  payable-related party
              
              
              443,200
              
              
              
              225,000Accrued
                  interest
              
              
              113,334
              
              
              
              91,776Accrued
                  settlement costs
              
              
              260,000
              
              
              
              260,000Loans
                  from shareholders
              
              
              -
              
              
              
              19,810Total
                  current liabilities
              
              
              1,965,251
              
              
              
              1,868,103Stockholders’
                  DeficitPreferred
                  stock, $.001 par value 100,000,000 authorized, no share issued
                  and
                  outstanding in 2004 and 2003
              
              
              -
              
              
              
              -Common
                  stock, $.001 par value 100,000,000 authorized, 13,109,000 issued
                  and
                  outstanding in 2004 and 2003
              
              
              13,109
              
              
              
              13,109Additional
                  paid-in-capital
              
              
              1,819,814
              
              
              
              1,819,814Accumulated
                  deficit
              
              
              (3,693,835
              )
              
              
              (3,700,495
              )Total
                  stockholders’deficit
              
              
              (1,860,912
              )
              
              
              (1,867,572
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              104,339
              
              
              $
              531
  *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, 2004 AND 2003**June
                  30, 2004
              
              
              June
                  30, 2003Net
                  Sales
              
              $
              -
              
              
              $
              38,307Operational
                  ExpensesOrganizational,
                  selling, general and administrative expenses
              
              
              1,579
              
              
              
              34,217Programming
                  and production
              
              
              4,022
              
              
              
              1,734Professional
                  fees
              
              
              83,967
              
              
              
              307,292Stock
                  options expense
              
              
              -
              
              
              
              136,816Write
                  off expense
              
              
              -
              
              
              
              198,160Rent
                  and repairs and maintenance
              
              
              10,014
              
              
              
              24,452Salaries,
                  wages and benefits
              
              
              225,000
              
              
              
              601,501Depreciation
              
              
              -
              
              
              
              16,865Other
              
              
              -
              
              
              
              156,302324,582
              
              
              
              1,477,339Operating
                  other – gain on sale of assets
              
              
              400,000
              
              
              
              -Operating
                  income (loss)
              
              
              75,418
              
              
              
              (1,439,032
              )Other
                  income (expense)Interest
                  expense
              
              
              (68,758
              )
              
              
              (75,805
              )Income
                  before income taxes
              
              
              6,660
              
              
              
              (1,514,837
              )Income
                  tax provision
              
              
              -
              
              
              
              -Net
                  income (loss)
              
              
              6,660
              
              
              
              (1,514,837
              )Basic
                  earnings per share
              
              $
              0.00
              
              
              $
              (0.12
              )Weighted
                  average shares outstanding
              
              
              13,109,000
              
              
              
              13,109,000Fully
                  diluted earnings per share
              
              $
              0.00
              
              
              $
              (0.12
              )Fully
                  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, 2004 and 2003**June
                  30, 2004
              
              
              June
                  30, 2003Operating
                  ActivitiesNet
                  income (loss)
              
              $
              6,660
              
              
              $
              (1,514,837
              )Adjustments
                  to reconcile net loss to cash used by operating activitiesDepreciation
              
              
              -
              
              
              
              16,865Impairment
                  of fixed assets
              
              
              -
              
              
              
              91,785Impairment
                  of broadcast license
              
              
              -
              
              
              
              106,375Gain
                  on sale of assets
              
              
              (400,000
              )
              
              
              -Stock
                  subscription receivable
              
              
              -
              
              
              
              152,250Stock
                  issued for services
              
              
              -
              
              
              
              433,251Stock
                  option expense
              
              
              -
              
              
              
              136,816Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              -
              
              
              
              8,335Accounts
                  payable
              
              
              -
              
              
              
              128,345Accounts
                  payable-related party
              
              
              225,000
              
              
              
              225,000Accrued
                  interest
              
              
              21,558
              
              
              
              73,688Net
                  cash used by operating activities
              
              
              (146,782
              )
              
              
              (142,127
              )Investing
                  activitiesNote
                  receivable lending
              
              
              30,000
              
              
              
              -Note
                  receivable receipts
              
              
              (30,000
              )Sale
                  of fixed assets
              
              
              300,000
              
              
              
              -Net
                  cash used by investing activities
              
              
              300,000
              
              
              
              -Financing
                  activitiesDecrease
                  in notes payable-stockholders
              
              
              (152,800
              )
              
              
              122,800Loans
                  from shareholders
              
              
              (26,610
              )
              
              
              19,810Notes
                  payable borrowings
              
              
              30,000
              
              
              
              -Net
                  cash provided by financing activities
              
              
              (149,410
              )
              
              
              142,610Net
                  (decrease)increase in cash
              
              
              3,808
              
              
              
              483Cash,
                  beginning of period
              
              
              531
              
              
              
              48Cash,
                  end of period
              
              $
              4,339
              
              
              $
              531Non-cash
                  investing and financing activities-issued a $100,000 note receivable
                  as
                  partial payment for fixed assets in fiscal 2004
              
              $
              100,000
              
              
              $
              -Cash
                  paid for interest and income taxes
              
              $
              47,200
              
              
              $
              -Cash
                  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, 2004 AND 2003**Common
                  Stock
              
              
              StockDollars
                  at
              
              
              Paid
                  in Cap.
              
              
              Subscription
              
              
              Accum
              
              
              Stockholders'Shares
              
              
              Par
                  ($.001)
              
              
              Dollars
                  $
              
              
              Receivable
              
              
              Deficit
              
              
              DeficitBalances
                  6/30/02
              
              
              9,912,061
              
              
              $
              9,912
              
              
              $
              1,252,944
              
              
              $
              (152,250
              )
              
              $
              (2,185,658
              )
              
              $
              (1,075,052
              )Payment
                  of stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              152,250
              
              
              
              
              
              
              
              152,250Compensatory
                  stock issuances
              
              
              3,196,939
              
              
              
              3,197
              
              
              
              430,054
              
              
              
              
              
              
              
              
              
              
              
              433,251Compensatory
                  option issuances,
              
              
              
              
              
              
              
              
              
              
              136,816
              
              
              
              
              
              
              
              
              
              
              
              136,816Gain
                  (loss) for year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,514,837
              )
              
              
              (1,514,837
              )Balances
                  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
                  6/30/2004
              
              
              13,109,000
              
              
              $
              13,109
              
              
              $
              1,819,814
              
              
              $
              -
              
              
              $
              (3,693,835
              )
              
              $
              (1,860,912
              )
  *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, 2006 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.
 
 **PROPERTY
        AND EQUIPMENT**
 
 Property
        and equipment are carried at cost. Depreciation is computed using the
        straight-line method. There was no property and equipment at June 30,
        2004.
 
 **ACQUIRED
        BRAODCAST LICENSE**
 
 The
        value
        assigned to this acquired asset, $106,375, has been written of as the Company
        filed for bankruptcy in May of 2003.
 
 **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.
  F-7
 *Table
            of Contents*
  **DUTCH
        GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **ADVERTISING
        REVENUES AND COSTS**
 
 The
        Company has incurred no advertising costs. Advertising revenues are recognized
        monthly based on the advertising that has been provided versus the total
        amount
        of advertising required under the terms of the advertising agreement. At
        June 30, 2004 the Company had deferred no advertising revenue.
 
 **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, 2004 and 2003 the Company had no balance in
        its
        allowance for doubtful accounts.
  **REVENUE
        RECOGNITION**
 
 Revenue
        is recognized on an accrual basis as earned under contract terms.
 
 **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.
  F-8
 *Table
            of Contents*
  **DUTCH
        GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **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,**
                **2004**
              
              
              **June
                  30,**
                **2003**Federal
                  and state income tax at the applicable rates
              
              $
              1,320
              
              
              
              (302,967
              )Change
                  in valuation allowance
              
              
              (1,320
              )
              
              
              302,967Actual
                  tax expense
              
              
              —
              
              
              
              —__
              
              
              __
 
 The
        components of the deferred tax asset are as follows:
 
 **June
                  30,**
                **2004**
              
              
              **June
                  30,**
                **2003**Net
                  operating losses and start-up costs
              
              $
              1,112,253
              
              
              
              1,113,573Valuation
                  allowance
              
              
              (1,112,253
              )
              
              
              (1,113,573
              )Net
                  deferred tax asset
              
              
              —
              
              
              
              —
 
 The
        valuation allowance at June 30, 2004 is $1,112,253 and was decreased by
        $1,320 during 2004. The valuation allowance at June 30, 2003 was $1,113,573
        and was increased by $302,967 during 2003. 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—STOCK
        OPTIONS**
 
 The
        Company maintains an incentive stock option plan which is accounted for in
        accordance with Accounting Principles Board Opinion (APB) No. 25,*Accounting for Stock Issued to Employees*.
 
 The
        following is a summary of the status of the Company's stock option
        plan.
 
 **Weighted****Number
                    of**
                
                
                **Average****Options**
                
                
                **Exercise
                    Price**Outstanding,
                    June 30, 2002
                
                
                270,570
                
                
                $
                1.38Options
                    issued in the year ended June 30, 2003
                
                
                0
                
                
                
                0Options
                    lapsing during the year
                
                
                (224,334
                )1.67Balance,
                    June 30, 2003
                
                
                46,236Options
                    exercised during the year
                
                
                0Options
                    lapsing during the year
                
                
                (46,236
                )
                
                $
                0.54Balance,
                    June 30, 2004
                
                
                0
                
                
                $
 F-9
 *Table
              of Contents*
  **DUTCH
        GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 Under
        Statement of Financial Accounting Standards No. 123 *Accounting for
        Employee Stock Options*, companies can elect to either record the fair value
        of options issued as an expense in the statement of operations or provide
        the
        information on a pro forma basis in the notes to the financial statements.
        We
        have elected to provide the expense information on a pro forma basis in the
        notes to the financial statements. That information is presented
        below:
 
 **Year
                  Ended**
                **June 30,
                  2004**Net
                  income per financial statements
              
              $
              6,660Pro
                  forma compensation expense for employee stock options
              
              
              0Assumed
                  income tax benefit
              
              
              —Pro
                  forma net income
              
              $
              6,660Pro
                  forma net income
              
              $
              0.00**Year
                  Ended**
                **June 30,
                  2003**Net
                  loss per financial statements
              
              $
              (1,514,837
              )Pro
                  forma compensation expense for employee stock options
              
              
              (175,458
              )Assumed
                  income tax benefit
              
              
              —Pro
                  forma net loss
              
              $
              (1,690,295
              )Pro
                  forma net loss per share
              
              $
              (.17
              )
 
 
 For
        the
        purpose of determining the pro forma compensation expense charge, we have
        used
        the following assumptions:
 
 *•*Annual
        volatility is assumed to be 170% per year.
 *•*Risk
        free rate of return of 3%.
 *•*Expected
        lives of the options are assumed to be equal to the period from date of issuance
        to expiration.
 *•*We
        assume that no dividends will be paid.
 *•*Because
        of the Company's history of operating losses, we assume no income tax benefit
        from issuance and
 **exercise
        of the options.
 
 **NOTE 4 — RELATED
        PARTY TRANSACTIONS**
 
 The
        Company established a note receivable with a stockholder for $100,000. The
        note
        bears interest at 5% per annum and is due on November
        19, 2004.
 
 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.
 
 The
        Company had outstanding notes payable to certain stockholders of $655,300
        at
        June 30, 2003. These notes are unsecured, save for a $216,000 note secured
        by all assets. The notes are payable upon demand, and bear interest at primarily
        12% with certain late penalties.
  F-10
 *Table
            of Contents*
  **DUTCH
        GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
   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 to common shares at $0.36 per
        share.
 
 **NOTE 5—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 6—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.
 
 Future
        minimum lease payments under these leases is as follows:
 
 For
        2003
        =  2004-$14,400, 2005-$15,255, 2006-15,255, 2007-$22,990 and $67,888
        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, 2004 and 2003.
 
 **NOTE 7—ISSUANCE
        OF SHARES IN EXCHANGE FOR SERVICES**
 
 During
        the fiscal year ended June 30, 2003, the Company issued 3,196,939 shares in
        exchange for services valued at $433,251. Substantially all of these shares
        were
        issued to either directors or employees of the Company or entities affiliated
        with directors or employees of the Company.
  F-11
 *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 referrelincorporated
                  herein by reference to Exhibit B to the Company’s Definitive Information
                  Statement and Form DEF14C filed on May 6, 20022.3
              
              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).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.
  *Table
            of Contents*
  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 6, 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 6, 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