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, 2006
  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)
          419-2440
 (Issuer's
          Telephone Number, Including Area Code)
 
 Securities
          registered under Section 12(b) of the Exchange Act:
 
 None
 (Title
          of
          Class)
 
 Securities
          registered under Section 12(g) of the Exchange Act:
 
 Common
          Stock, par value $0.001 per
          share
 (Title
          of
          Class)
 
 Check
          whether the issuer:
          (1) filed all reports required to be filed by Section 13 or 15(d) of
          the Securities Exchange Act of 1934 during the preceding12 months (or for
          such shorter period that the Company was required to file such reports),
          and (2)
          has been subject to such filing requirements for the past 90 days.
 
 Yes
 ̈     
          No 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 June 30, 2006, was $88,240 (based on the average bid and ask price
          of $0.01).
 
 The
          number of shares outstanding of the
          issuer's stock, $0.001 par value per share, as of June 30, 2006 was
          13,109,000.
 
 Transitional
          Small Business Disclosure Format (check one):
 
 Yes   ̈      No  x
  
 1
  TABLE
          OF
          CONTENTS
 
 PART
                    IITEM
                    1.
                
                Description
                    of BusinessITEM
                    2.
                
                Description
                    of PropertiesITEM
                    3.
                
                Legal
                    ProceedingsITEM
                    4.
                
                Submission
                    of Matters to a Vote of Security
                    HoldersPART
                    IIITEM
                    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 ProceduresPART
                    IIIITEM  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 ServicesPART
                    IVITEM
                    14.
                
                Exhibits,
                    Financial Statement Schedules and Reports on Form
                    8-KSIGNATURESCERTIFICATIONS
  2
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              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. 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.
  3
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  On
          June
          1, 2001, we consummated a transaction in which Small Town Radio, Inc.,
          a Georgia
          corporation ("Small Town Georgia"), was merged into a subsidiary of our
          company
          created for the purpose of this merger. Pursuant to this transaction, all
          of the
          outstanding shares of Small Town Georgia were exchanged for shares of our
          common
          stock. In connection with our acquisition of Small Town Georgia, on June 7,
          2001 we sold all of the share capital of Worldwide PetroMoly to Mr. Gilbert
          Gertner, our former Chairman of the Board.
 
 On
          May
          23, 2002, Small Town Georgia was renamed "Small Town Radio of Georgia"
          in
          preparation for our reincorporation as a Nevada corporation. On May 28,
          2002,
          Worldwide PetroMoly, Inc. was merged with and into Small Town Radio, Inc.,
          a newly created Nevada corporation, in are incorporation merger. Under
          our new
          name, "Small Town Radio, Inc.," the focus of our business is now the
          acquisition and operation of radio stations, generally located in small,
          non-rated markets.
 
 On
          May
          18, 2003, Small Town Radio, Inc. (the “Company”) and its wholly owned
          subsidiary, Small Town Radio of Georgia, Inc., filed voluntary petitions
          under
          Chapter 11 of title 11, United States Code (the “Bankruptcy Code”) in the United
          States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy
          Court”) (Case Nos. 03-67044 and 03-67043, respectively).  The Company
          subsequently refocused to become a natural resources company, changing
          its name
          to Tombstone Western Resources, Inc. on May 1, 2006. On December 7, 2006
          the
          Company changed its name to Dutch Gold Resources, Inc. in anticipation
          of its’
acquisition of Dutch Mining, LLC which occurred January 16, 2007.
 
 
 DESCRIPTION
          OF
          BUSINESS
 
 Overview
 
 Our
          business strategy is to seek additional financing to recapitalize the business
          and become a natural resources company.
 
 On
          November 19, 2003, Small Town Radio, Inc. and its subsidiary (collectively
          "the
          Company") entered into a Second Amendment to Asset Purchase Agreement ("the
          Agreement"). Under the terms of the Agreement, the Company sold all of
          the
          assets related to WDGR-AM licensed in Dahlonega, Georgia to USK Broadcasting,
          Inc. in exchange for cash in the amount of $270,000 and a note in the amount
          of
          $30,000 due and payable on January 19, 2004 and a second note in the amount
          of
          $100,000 due and payable November 19, 2004.
 
 Operating
          Strategy
 
 Our
          business strategy is to seek additional financing to recapitalize the business
          and become a natural resources company. To achieve these goals, we intend
          to:
 
 •coordinate
          the search for
          and the attainment of additional debt financing;
 
 •coordinate
          the search for
          and the attainment of additional investments from private
          investors;
 
 •maintain
          the operations of
          the Company to facilitate the plan of becoming a natural resources
          company;
 
 
 Source
          of
          Revenues
 
 We
          do not
          anticipate generating revenues in the next twelve months.
 
 Employees.
 
 The
          Company employed one person as of June 30, 2006.
  4
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  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.
 
 Item
          4. Submission of
          Matters to a Vote of Security Holders.
 
 None.
 
 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, 2004:
 
 2004
                
                High
                
                
                LowFirst
                    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
 
 2005Third
                    Quarter, Fiscal Year 2005 (January 1 to March 31)
                
                $
                0.01
                
                
                $
                0.01Fourth
                    Quarter, Fiscal Year 2005 (April 1 to June 30)
                
                $
                0.01
                
                
                $
                0.01First
                    Quarter, Fiscal Year 2005 (July 1 to September 30)
                
                $
                0.01
                
                
                $
                0.01Second
                    Quarter, Fiscal Year 2005 (October 1 to December 31)
                
                $
                0.01
                
                
                $
                0.01
 
 2006Third
                    Quarter, Fiscal Year 2006 (January 1 to March 31)
                
                $
                0.01
                
                
                $
                0.01Fourth
                    Quarter, Fiscal Year 2006 (April 1 to June 30)
                
                $
                0.01
                
                
                $
                0.01
 
 High
          and
          low quotation information was obtained from data provided by Morgan Stanley
          & Co. Quotations reflect inter-dealer prices, without retail mark-up,
          mark-down or commission, and may not reflect actual transactions.
 
 Since
          the
          Company's shares began trading in the over-the-counter market on the OTCBB,
          the
          prices for its shares have fluctuated widely. There may be many factors
          that may
          explain these variations. The Company believes that such factors include
          (a) the
          demand for its common stock, (b) the number of shares of the Company's
          common
          stock available for sale, (c) developments in the PEO industry, and (d)
          changes
          in the performance of the stock market in general, among
          others.
  5
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              Contents
  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.
 
 (b)
Holders
 
 As
          of
          June 30, 2006, we had 179 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, 2006, 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.
  6
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  GOING
          CONCERN
 
 In
          connection with their audit report on our consolidated financial statements
          as
          of June 30, 2006, 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, 2006, accounts payable to vendors totaled $41,151. At June 30, 2006,
          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, 2007 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.
 
 Cash
          Flow
 
 We
          have a
          working capital deficit of $1,783,715 at June 30, 2006 compared to a deficit
          of
          $2,265,340 at June 30, 2005. This increase in working capital deficit resulted
          from the write off of certain debts during the current fiscal year.
 
 For
          the
          fiscal year ended June 30, 2006, operations used $30,556 of cash. Financing
          activities provided $91,810 during the period and consisted mainly of
          stockholder loans. We expect to continue to have operating cash flow
          deficiencies for the near term, and for the remainder of the 2007 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, 2006, 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, 2006. 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.
  7
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  RESULTS
          OF OPERATIONS FOR THE YEAR
          ENDED JUNE 30, 2006 AND JUNE 30, 2005
 
 The
          operating loss for the year ended June 30, 2006 was $350,499, an increase
          of
          $4,598 over the year ended June 30, 2005. Revenue for the year ended June
          30,
          2006 was $0, the same as the year ended June 30, 2005. Interest expense
          and
          financing costs for the year ended June 30, 2006 were $64,242, consistent
          with
          the prior year. The total income for the year ended Jun3 30, 2006 was $481,625.
          The income in 2005 included a gain on debt relief of $834,766.
 
 The
          operating loss for the year ended June 30, 2005 was $345,901, a decrease
          of
          $421,319 over the year ended June 30, 2004. This decrease is due to a sale
          of
          assets in 2004. Revenue for the year ended June 30, 2005 was $0, the same
          as the
          year ended June 30, 2004. The income in 2004 included a gain of $400,000
          for the
          sale of assets. Interest expense and financing costs for the year ended
          June 30,
          2005 were $58,527, consistent with the prior year. The total loss for the
          year
          was $404,428.
 
 
 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.
 
 PageReport
                    of Independent Accountants
                
                F-2Small
                    Town Radio, Inc. Consolidated Financial StatementsConsolidated
                    Balance Sheets at June 30, 2006 and 2005
                
                F-3Consolidated
                    Statements of Operations for the years ended June 30, 2006 and
                    2005
                
                F-4Consolidated
                    Statements of Cash Flows for the years ended June 30, 2006, and
                    2005
                
                F-5Consolidated
                    Statements of Stockholders' Deficit for the period from June
                    30, 2004 to
                    June 30, 2006 and June 30, 2005
                
                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.
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  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, 2006 and 2005 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.
 
 We
          have sustained a history of
          losses.
 
 To
          date
          the Company has sustained substantial losses.  During the year ended
          June 30, 2006, the Company had a net loss of approximately $ 481,625, compared
          to a net loss of $404,428 during 2005.  At June 30, 2006, the Company
          had an accumulated deficit of approximately $3,616,638.  There can be
          no assurances that the Company will ever achieve the level of revenues
          needed to
          be operationally profitable in the future and if profitability is achieved,
          that
          it will be sustained.
 
 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
          $594,627 in debt pursuant to promissory notes issued by us. We are presently
          unable to meet our interest obligations in the amount of $213,446 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.
 
 If
          we lose our key personnel, we may
          be unable to successfully execute our business plan; because we currently
          only
          have one employee, he may be unable to successfully manage the
          business.
 
 Our
          business is presently managed by a
          key employee, Chief Executive Officer, Daniel W. Hollis. If we lose Mr.
          Hollis,
          it could have a material adverse effect on our operations, and our ability
          to
          execute our business plan might be negatively impacted. We have entered
          into an
          employment agreement with Mr. Hollis, which include provisions restricting
          his
          ability to use our confidential information should he leave the company.
          However, Mr. Hollis may leave the company if he chooses to do so, and we
          cannot
          guarantee that he will not choose to do so, or that we would be able to
          hire
          similarly qualified executives if he should choose to leave.
 
 It
          is our policy not to pay
          dividends.
 
 We
          have never declared or paid cash
          dividends on our common stock. We currently intend to retain all of our
          future
          earnings, if any, for use in our business and therefore do not anticipate
          paying
          any cash dividends on our common stock in the foreseeable future.
 
 Existing
          shareholders may face
          dilution from our financing efforts
 
 We
          are dependent on raising capital
          from external sources to execute our business plan. We plan to issue debt
          securities, capital stock, or a combination of these securities. We may
          not be
          able to sell these securities, particularly under the current market conditions.
          Even if we are successful in finding buyers for our securities, the buyers
          could
          demand high interest rates or require us to agree to onerous operating
          covenants, which could in turn harm our ability to operate our business
          by
          reducing our cash flow and restricting our operating activities. If we
          were to
          sell our capital stock, we might be forced to sell shares at a depressed
          market
          price, which could result in substantial dilution to our existing shareholders.
          In addition, any shares of capital stock we may issue may have rights,
          privileges, and preferences superior to those of our common
          shareholders.
  9
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  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.
 
 During
          the two fiscal years ended June
          30, 2001 and June 30, 2002, and subsequent interim period through the date
          of
          this report, there were no disagreements with Bridges & Dunn-Rankin, LLP on
          any matter of accounting principles
          or practices, financial statement disclosure, or auditing scope or procedure,
          which disagreements if not resolved to Bridges & Dunn-Rankin, LLP's
          satisfaction would have caused them to make reference to the subject matter
          of
          the disagreement(s) in connection with its report.
 
 On
          March 5, 2003, Bridges &
Dunn-Rankin, LLP informed the Board of Directors they had noted material
          weaknesses in the Company's internal controls during the interim period
          after
          June 30, 2002.
 
 The
          Registrant has provided to Bridges
& Dunn-Rankin, LLP its former accountants, a copy of the disclosures
          contained in this Item 4 and the Registrant has received a letter from
          Bridges
          Dunn-Rankin, LLP, addressed to the Commission, confirming the statements
          made by
          the Registrant in this Item 4.
 
 During
          the two fiscal years of the
          Registrant ended June 30, 2002 and the subsequent period hereto, Small
          Town
          Radio did not consult with Stark Winter Schenkein & Co., LLP regarding any
          matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
          S-B.
 
 
 Item
          8A.  Controls and Procedures
 
 Disclosure
          Controls
 
 Pursuant
          to Rule 13a-15(e) and 15d-15(e) under the Exchange Act, an evaluation was
          performed under the supervision and with the participation of the Company’s
          management, including the Chief Executive and Financial Officer, of the
          effectiveness of the design and operation of the Company’s disclosure controls
          and procedures as of the end of the period covered by this report. Based
          on the
          evaluation, the Chief Executive and Financial Officer, concluded that the
          Company’s disclosure controls and procedures were effective as of the end of the
          period covered by the report.
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  Changes
          in Internal Control Over
          Financial Reporting
 
 The
          Chief
          Executive and Financial Officer conducted an evaluation of our internal
          control
          over financial reporting (as defined in Exchange Act Rule 13a-15(f)) (“Internal
          Control”) to determine whether any changes in Internal Control occurred during
          the year ended June 30, 2006, that have materially affected or which are
          reasonably likely to materially affect Internal Control. Based on that
          evaluation, no such change occurred during such period.
 
 Based
          upon the evaluation conducted by management in connection with the audit
          of the
          Company’s financial statements for the year ended June 30, 2006, the Company did
          not identify any material weaknesses in our internal control over financial
          reporting. A material weakness is “a significant deficiency, or a combination of
          significant deficiencies, that results in more than a remote likelihood
          that a
          material misstatement of the annual or interim financial statements will
          not be
          prevented or detected by the Company in a timely manner.”
 
 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
                
                TitleDaniel
                    W. Hollis
                
                55
                
                Chairman
                    of the Board and Chief Executive and Financial OfficerDonald
                    Boyd
                
                39
                
                DirectorLance
                    J. Rosmarin
                
                44
                
                Director
  Daniel
          W. Hollis,55,Chairman of the
          Board and Chief
          Executive and Financial 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,39, Director. Mr. Boyd
          is a radio
          station executive with 15 years' experience in the radio broadcast industry.
          Prior to joining the Company on July 30, 2001 and from 1999, he was Regional
          General Manager for Root Communication, where he had profit and operations
          responsibility for seven stations in three markets similar to the markets
          we
          target. From June 1998 to December 1999, Mr. Boyd was a manager with Dickey
          Brothers Broadcasting, Inc. From June 995 to June 1998, he owned and operated
          a
          profitable radio station in Gainesville, Florida.
 
 Lance
          J. Rosmarin,44, 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.
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  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, 2006 to the Chief Executive Officer and the other four most highly
          compensated executive officers of the Company during the year ended June
          30,
          2006 (our "named executive
          officers"):
  Annual
                      Compensation
                  
                  
                  Long
                      Term
                      CompensationName
                      and
                      Position
                  Year
                  
                  Salary
                      ($)
                  
                  
                  Bonus
                      ($)
                  
                  
                  Other
                      Annual Compensation
                      ($)
                  
                  
                  Restricted
                      Stock
                      Awards($)
                  
                  
                  Securities
                      Underlying
                      Options/SARS (#)
                  
                  
                  All
                      Other Compensation
                      ($)Daniel W.
                      Hollis
                  2006
                  
                  $
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −Chairman
                      and Chief Executive and Financial Officer(1)
                  2005
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −Donald
                      Boyd
                  2006
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −2005
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −Lance J.
                      Rosmarin
                  2006
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −2005
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
                  
                  
                  
                  −
 
 (1)Mr. Hollis
          became
          our Chairman and Chief Executive Officer on February 11, 2002, pursuant
          to a
          consulting agreement.
 
 
 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
          2006:
 
 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
                    DateDaniel
                    W. Hollis
                
                −
                
                −
                
                −
  12
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  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 2006 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
                
                
                UnexercisableDaniel W.
                    Hollis
                
                
                46,296
                
                
                
                −
                
                
                
                46,296
                
                
                
                −
                
                
                $
                463
                
                
                
                −
  (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, 2006.
 
 
 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, 2006 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);
 
 2.Each
          person whom we
          believe beneficially owns more than 5% of our outstanding voting stock;
          and
 
 3.All
          executive officers and
          directors as a group.
 
 In
          accordance with the rules of the Securities and Exchange Commission, beneficial
          ownership as disclosed in the table below includes shares currently owned
          as
          well as shares which the named person has the right to acquire beneficial
          ownership of within 60 days, through the exercise of options, warrants
          or other
          rights. Except as otherwise indicated, each stockholder listed below has
          sole
          voting and investment power as to the shares owned by that person.
 
 Name
                    and
                    Address(1)
                
                Amount
                    and Nature of Beneficial
                    Ownership(2)
                
                
                Percentage
                    of
                    Class(3)Daniel W.
                    Hollis (4)
                
                
                1,646,939
                
                
                
                12.6
                %Donald
                    Boyd (4)(5)
                
                
                124,457
                
                
                
                .09
                %Lance
                    Rosmarin (5)
                
                
                316,666
                
                
                
                2.4
                %Gilbert
                    Gertner
                  1300
                    Post Oak Blvd, Suite 1985
                  Houston,
                    TX 77056
                
                
                833,342
                
                
                
                6.4
                %Wayne
                    Shortridge (6)
                  600
                    Peachtree Street, NE, Suite 2400
                  Atlanta,
                    GA 30308-2222
                
                
                1,363,581
                
                
                
                10.4
                %All
                    directors and executive officers as a
                    group(3 persons)
                
                
                2,088,062
                
                
                
                15.9
                %
 *Less
            than one percent of
            our common stock.
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 (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 June 30, 2006
          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 30, 2006,
          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
          September 30, 2006, 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.
  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
                      plansEquity
                      compensation plans approved by stockholders
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Equity
                      compensation plans not approved by stockholders
                  
                  
                  46,236
                  
                  
                  $
                  0.54
                  
                  
                  
                  1,064,875Total
                  
                  
                  43,236
                  
                  
                  $
                  0.54
                  
                  
                  
                  1,064,875
   Item
          12. 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.
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  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, 2006, the Company filed the following
          Current Reports on Form 8-K:
 
 None.
 
 
 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 2006 and
          2005.
 
 Fiscal
                    2006
                
                
                Fiscal
                    2005Audit
                    fees (1)
                
                $
                ---
                
                
                $
                ---Audit-related
                    fees
                
                $
                1,500
                
                
                $
                1,500Tax
                    fees (2)
                
                $
                -
                
                
                $
                -All
                    other fees
                
                $
                500
                
                
                $
                500
 
 (1)  Audit
          fees represent fees for professional services provided in connection with
          the
          audit of our financial statements and review of our quarterly financial
          statements and audit services provided in connection with other statutory
          or
          regulatory filings.
 
 (2)  For
          fiscal 2006 and 2005, respectively, tax fees principally included tax compliance
          fees of $0 and $0.
 
 All
          audit
          related services, tax services and other services are and were pre-approved
          by
          the Company’s Board of Directors, which concluded that the provision of such
          services by Ronald Chadwick, P.C., was compatible with the maintenance
          of that
          firm’s independence in the conduct of its auditing functions.
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  SIGNATURES
 
 In
          accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
          caused
          this report to be signed on its behalf by the undersigned, thereunto duly
          authorized.
 
 DUTCH
                    GOLD RESOURCES, INC.By:
                /s/Daniel
                    W. HollisDaniel
                    W. Hollis, Chief Executive OfficerBy:
                /s/Daniel
                    W. HollisDaniel
                    W. Hollis, Chief Financial Officer
 
 Date:
          December 28, 2007
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  DUTCH
          GOLD RESOURCES, INC.
 (Formerly
          SMALL TOWN RADIO,
          INC.)
 
 
 FINANCIAL
          STATEMENTS
 As
          of June 30, 2006 and
          2005
 and
          for the years then
          ended
 
 
 with
 
 
 REPORT
          OF INDEPENDENT
          ACCOUNTANT
  F-1
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  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, 2006 and 2005, 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, 2006 and 2005, 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
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 DUTCH
                    GOLD RESOURCES,
                    INC.(Formerly
                    Small Town Radio,
                    Inc.)CONSOLIDATED
                    BALANCE
                    SHEETAS
                    OF JUNE 30, 2006 AND
                    2005June
                    30, 2006
                
                
                June
                    30, 2005AssetsCurrent
                    AssetsCash
                
                $
                5,697
                
                
                $
                443Total
                    current assets
                
                
                5,697
                
                
                
                443TOTAL
                    ASSETS
                
                $
                5,697
                
                
                $
                443Liabilities
                    and Stockholders'
                    DeficitCurrent
                    LiabilitiesNotes
                    payable-stockholders
                
                $
                594,627
                
                
                $
                537,500Accounts
                    payable
                
                
                41,451
                
                
                
                616,217Accounts
                    payable-related party
                
                
                900,000
                
                
                
                675,000Accrued
                    interest
                
                
                213,446
                
                
                
                171,861Accrued
                    settlement costs
                
                
                -
                
                
                
                260,000Loans
                    from shareholders
                
                
                39,888
                
                
                
                5,205Total
                    current liabilities
                
                
                1,789,412
                
                
                
                2,265,783Stockholders’
                    DeficitPreferred
                    stock, $.001 par value 100,000,000 authorized, no share issued
                    and
                    outstanding in 2006 and 2005
                
                
                -
                
                
                
                -Common
                    stock, $.001 par value 100,000,000 authorized, 13,109,000 issued
                    and
                    outstanding in 2006 and 2005
                
                
                13,109
                
                
                
                13,109Additional
                    paid-in-capital
                
                
                1,819,814
                
                
                
                1,819,814Accumulated
                    deficit
                
                
                (3,616,638
                )
                
                
                (4,098,263
                )Total
                    stockholders’ deficit
                
                
                (1,783,715
                )
                
                
                (2,265,340
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                5,697
                
                
                $
                443
 
 See
          notes to consolidated financial
          statements
  F-3
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  DUTCH
                    GOLD RESOURCES,
                    INC.(Formerly
                    Small Town Radio,
                    Inc.)CONSOLIDATED
                    STATEMENT OF
                    OPERATIONSFOR
                    THE YEARS ENDED JUNE 30,
                    2006 and 2005June
                    30, 2006
                
                
                June
                    30, 2005Net
                    Sales
                
                $
                -
                
                
                $
                -Operational
                    ExpensesOrganizational,
                    selling, general and administrative expenses
                
                
                5,157
                
                
                
                6,193Professional
                    fees
                
                
                49,102
                
                
                
                5,750Write
                    off expense
                
                
                56,000
                
                
                
                98,800Rent
                    and repairs and maintenance
                
                
                15,240
                
                
                
                10,158Salaries,
                    wages and benefits
                
                
                225,000
                
                
                
                225,000350,499
                
                
                
                345,901Operating
                    loss
                
                
                (350,499
                )
                
                
                (345,901
                )Other
                    income (expense)Interest
                    expense
                
                
                (64,242
                )
                
                
                (58,527
                )Gain
                    from previous write-off
                
                
                61,600
                
                
                
                -Gain
                    on debt relief
                
                
                834,766
                
                
                
                -Income
                    (loss) before income taxes
                
                
                481,625
                
                
                
                (404,428
                )Income
                    tax provision
                
                
                -
                
                
                
                -Net
                    income
                
                
                481,625
                
                
                
                (404,428
                )Basic
                    earnings per share
                
                $
                0.04
                
                
                $
                (0.03
                )Weighted
                    average shares outstanding
                
                
                13,109,000
                
                
                
                13,109,000Fully
                    diluted earnings per share
                
                $
                0.04
                
                
                $
                (0.00
                )Fully
                    diluted weighted average shares outstanding
                
                
                13,171,778
                
                
                
                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
                    FLOWSFOR
                    THE YEARS ENDED JUNE 30,
                    2006 and 2005June
                    30, 2006
                
                
                June
                    30, 2005Operating
                    ActivitiesNet
                    income (loss)
                
                $
                481,625
                
                
                $
                (404,428
                )Adjustments
                    to reconcile net loss to cash used by operating activitiesWrite-off
                    expense
                
                
                56,000
                
                
                
                -Gain
                    on debt relief
                
                
                (834,766
                )
                
                
                -Note
                    receivable from shareholder – write-off
                
                
                -
                
                
                
                98,800Changes
                    in assets and liabilitiesAccounts
                    payable-related party
                
                
                225,000
                
                
                
                225,000Accrued
                    expenses
                
                
                41,585
                
                
                
                58,527Net
                    cash used by operating activities
                
                
                (30,556
                )
                
                
                (22,101
                )Investing
                    activitiesNote
                    receivable lending
                
                
                (56,000
                )
                
                
                (1,200
                )Net
                    cash used by investing activities
                
                
                (56,000
                )
                
                
                (1,200
                )Financing
                    activitiesNotes
                    payable-borrowings
                
                
                85,000
                
                
                
                (5,000
                )Loans
                    from shareholders
                
                
                34,683
                
                
                
                (12,005
                )Notes
                    payable-payments
                
                
                (27,873
                )
                
                
                -Net
                    cash provided by financing activities
                
                
                (91,810
                )
                
                
                (17,005
                )Net
                    (decrease)increase in cash
                
                
                5,254
                
                
                
                (3,896
                )Cash,
                    beginning of period
                
                
                443
                
                
                
                4,339Cash,
                    end of period
                
                $
                5,697
                
                
                $
                443Non
                    cash investing and financing activities
                
                $
                -
                
                
                $
                -Cash
                    paid for interest
                
                $
                22,127
                
                
                $
                -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
                    STOCKHOLDER'S DEFICITFOR
                    THE YEARS ENDED JUNE 30,
                    2006 AND 2005Common
                    StockDollars
                    at
                
                
                Paid
                    in Cap.
                
                
                Accum
                
                
                Stockholders'Shares
                
                
                Par
                    ($.001)
                
                
                Dollars
                    $
                
                
                Deficit
                
                
                DeficitBalances
                    6/30/04
                
                
                13,109,000
                
                
                $
                13,109
                
                
                $
                1,819,814
                
                
                $
                (3,693,835
                )
                
                $
                (1,860,912
                )Gain
                    (loss) for year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (404,428
                )
                
                
                (404,428
                )Balances
                    6/30/05
                
                
                13,109,000
                
                
                $
                13,109
                
                
                $
                1,819,814
                
                
                $
                (4,098,263
                )
                
                $
                (2,265,340
                )Gain
                    (loss) for year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                481,625
                
                
                
                481,625Balances
                    6/30/2006
                
                
                13,109,000
                
                
                $
                13,109
                
                
                $
                1,819,814
                
                
                $
                (3,616,638
                )
                
                $
                (1,783,715
                )
  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.  Since leaving the radio business the company
          refocused to become a natural resources Company, changing its name to Tombstone
          Western Resources, Inc. on May 1, 2006. On December 7, 2007 the Company
          changed
          its name to Dutch Gold Resources, Inc. in anticipation of its’ acquisition of
          Dutch Mining, LLC which occurred January 7, 2007.
 
 PRINCIPLES
          OF
          CONSOLIDATION
 
 The
          consolidated financial statements include the operations of Small Town
          Radio, Inc. and its wholly owned subsidiary. All intercompany accounts and
          transactions have been eliminated.
 
 ORGANIZATIONAL
          AND START-UP
          EXPENSES
 
 The
          Company has expensed all organizational and start-up expenses for financial
          reporting purposes.
 
 EARNINGS
          PER
          SHARE
 
 Earnings
          per share have been computed based upon the weighted-average common shares
          outstanding during each year. Diluted earnings per share have not been
          presented
          due to the Company incurring a loss from continuing operations.
 
 USE
          OF ESTIMATES
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the consolidated financials
          statements and the reported amounts of revenues and expenses during the
          reporting period. Actual results could differ from those estimates.
 
 CASH
          AND CASH
          EQUIVALENTS
 
 The
          Company considers all highly liquid investments with an original maturity
          of
          three months or less as cash equivalents.
  ACCOUNTS
          RECEIVABLE
 
 The
          Company reviews accounts receivable periodically for collectability and
          establishes an allowance for doubtful accounts and records bad debt expense
          when
          deemed necessary. At June 30, 2006 and 2005 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.
  F-7
 Table
              of
              Contents
  DUTCH
          GOLD RESOURCES, INC. (formerly
          SMALL TOWN RADIO, INC.)
 NOTES
          TO CONSOLIDATED FINANCIAL
          STATEMENTS
 
 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.
  STOCK
          BASED
          COMPENSATION
 
 The
          Company accounts for employee and non-employee stock awards under SFAS
          123(r),
          whereby equity instruments issued to employees for services are recorded
          based
          on the fair value of the instrument issued and those issued to non-employees
          are
          recorded based on the fair value of the consideration received or the fair
          value
          of the equity instrument, whichever is more reliably measurable.
 
 RECENT
          ACCOUNTING
          PRONOUNCEMENTS
 
 In
          March
          2005, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment".
          SFAS
          123(r) requires that the cost resulting from all share-based payment
          transactions be recognized in the consolidated financial statements. The
          Company
          has adopted the provisions of SFAS No. 123(r) which are effective in general
          for
          transactions entered into or modified after June 15, 2005. The adoption
          did not
          have a material effect on the results of operations of the Company.
 
 In
          May
          2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
          “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
          and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and
          reporting of a change in accounting principle and applies to all voluntary
          changes in accounting principle. It also applies to changes required by
          an
          accounting pronouncement in the unusual instance that the pronouncement
          does not
          include specific transition provisions. SFAS 154 requires retrospective
          application to prior periods’ consolidated financial statements of changes in
          accounting principle, unless it is impracticable to determine either the
          period-specific effects or the cumulative effect of the change. The Company
          has
          adopted the provisions of SFAS No. 154, which are effective for accounting
          changes and correction of errors made in fiscal years beginning after December
          15, 2005. The adoption did not have a material effect on the results of
          operations of the Company. In February 2006, the FASB issued SFAS No. 155
          “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB
          Statements No. 133 and 140”, to simplify and make more consistent the accounting
          for certain financial instruments. The Company has adopted the provisions
          of
          SFAS No. 155, which are effective in general for financial instruments
          acquired
          or issued in fiscal years beginning after September 15, 2006. The adoption
          did
          not have a material effect on the results of operations of the
          Company.
  F-8
 Table
              of
              Contents
  DUTCH
          GOLD RESOURCES, INC. (formerly
          SMALL TOWN RADIO, INC.)
 NOTES
          TO CONSOLIDATED FINANCIAL
          STATEMENTS
  In
          March
          2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial
          Assets, an amendment of FASB Statement No. 140, Accounting for Transfers
          and
          Servicing of Financial Assets and Extinguishments of Liabilities". This
          statement requires all separately recognized servicing assets and servicing
          liabilities be initially measured at fair value, if practicable, and permits
          for
          subsequent measurement using either fair value measurement with changes
          in fair
          value reflected in earnings or the amortization and impairment requirements
          of
          Statement No. 140. The Company has adopted the provisions of SFAS No. 156,
          which
          are effective in general for an entity's fiscal year beginning after September
          15, 2006. The adoption did not have a material effect on the results of
          operations of the Company.
 
 In
          December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to
          improve consistency and comparability in fair value measurements, and to
          expand
          related disclosures. The Company has adopted the provisions of SFAS No.
          157,
          which are effective for consolidated financial statements for fiscal years
          beginning after November 15, 2007. The adoption did not have a material
          effect
          on the results of operations of the Company.
 
 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,
                  2006
                
                
                June
                    30,
                  2005Federal
                    and state income tax at the applicable rates
                
                $
                481,625
                
                
                
                (80,886
                )Change
                    in valuation allowance
                
                
                (481,625
                )
                
                
                80,886Actual
                    tax expense
                
                
                —
                
                
                
                —
 
 The
          components of the deferred tax asset are as follows:
 
 June
                    30,
                  2006
                
                
                June
                    30,
                  2005Net
                    operating losses and start-up costs
                
                $
                1,096,814
                
                
                
                1,193,139Valuation
                    allowance
                
                
                (1,096,814
                )
                
                
                (1,193,139
                )Net
                    deferred tax asset
                
                
                —
                
                
                
                —
  F-9
 Table
              of
              Contents
  EXHIBIT
          INDEX
 
 Exhibit
                    No.
                
                Description2.1
                
                Agreement
                    and Plan of Merger dated April 30, 2001 among Small Town Radio,
                    Inc.,
                    Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner
                    and certain
                    individual shareholders of Small Town Radio, Inc., as amended
                    and
                    restated, incorporated herein by reference to Exhibit 2.2 to
                    the Company's
                    Current Report on Form 8-K dated May 7, 2001.2.2
                
                Agreement
                    and Plan of Merger dated as of May 3, 2002 among Worldwide PetroMoly,
                    Inc., a Colorado corporation, and Small Town Radio, Inc., a Nevada
                    corporation incorporated herein by reference to Exhibit B to
                    the Company’s
                    Definitive Information Statement and Form DEF14C filed on May
                    6,
                    2002.2.3
                
                Warranty
                    Bill of Sale and Assignment dated June 25, 2002 among Greenwood
                    Communications Corp., Ann B. Greenwood and the Company, incorporated
                    herein by reference to Exhibit 2.1 to the Company's Current Report
                    on Form
                    8-K dated June 17, 2002.3i.1
                
                Articles
                    of Incorporation of Small Town Radio, Inc. incorporated herein
                    by
                    reference to Exhibit C to the Company’s Definitive Information Statement
                    and Form DEF14C filed on May 6, 20023ii.1
                
                Bylaws
                    of Small Town Radio, Inc. incorporated herein by reference to
                    Exhibit C to
                    the Company’s Definitive Information Statement and Form DEF14C filed on
                    May 6, 20024.1
                
                $5,000
                    Demand Note of the Company dated February 3, 2001, issued to
                    Bolling
                    Investments, LLC, incorporated herein by reference to Exhibit
                    10.12 to the
                    Company's Registration Statement on Form SB-2 (File No.
                    333-70176).4.2
                
                $25,000
                    Demand Note of the Company dated March 26, 2001, issued to Wayne
                    Shortridge, incorporated herein by reference to Exhibit 10.13
                    to the
                    Company's Registration Statement on Form SB-2 (File No.
                    333-70176).4.3
                
                $25,000
                    Demand Note dated June 4, 2001, issued to Wayne Shortridge, incorporated
                    herein by reference to Exhibit 10.14 to the Company's Registration
                    Statement on Form SB-2 (File No. 333-70176).4.4
                
                $12,500
                    Demand Note dated June 29, 2001, issued to Bolling Investments,
                    LLC,
                    incorporated herein by reference to Exhibit 10.15 to the Company's
                    Registration Statement on Form SB-2 (File No.
                    333-70176).4.5
                
                $50,000
                    Demand Note of the Company dated August 3, 2001, issued to John
                    F.
                    McMullan, incorporated herein by reference to Exhibit10.16 to
                    the
                    Company's Registration Statement on Form SB-2 (File No.
                    333-70176).4.6
                
                $216,000
                    Secured Note of the Company dated June 17, 2002, issued to Wayne
                    Shortridge, incorporated herein by reference to Exhibit4.1 to
                    the
                    Company's Current Report on Form 8-K dated June 17,
                    2002.4.7
                
                Note
                    Purchase Agreement dated as of June 17, 2002 between the Company
                    and Wayne
                    Shortridge, incorporated herein by reference to Exhibit 4.2 to
                    the
                    Company's Current Report on Form 8-K dated June 17,
                    2002.4.8
                
                Security
                    Agreement dated as of June 17, 2002 between the Company and Wayne
                    Shortridge, incorporated herein by reference to Exhibit4.3 to
                    the
                    Company's Current Report on Form 8-K dated June 17,
                    2002.4.9
                
                Warrant
                    to Purchase Common Stock of the Company, dated June 17, 2002,
                    issued to
                    Wayne Shortridge, incorporated herein by reference to Exhibit
                    4.4 to the
                    Company's Current Report on Form 8-K dated June 17,
                    2002.10.1†
                
                Worldwide
                    PetroMoly, Inc. Stock Incentive Plan, incorporated herein by
                    reference to
                    Exhibit 4.1 to the Company's Registration Statement on Form S-8
                    (File No.
                    333-67404).10.2†
                
                Employment
                    Agreement dated as of July 30, 2001 between the Company and Donald
                    L.
                    Boyd, incorporated herein by reference to Exhibit 10.20 to the
                    Company's
                    Registration Statement on Form SB-2 (File No.
                    333-70176).10.3
                
                Consulting
                    Agreement dated as of September 10, 2001 between the Company
                    and Richard
                    P. Smyth, incorporated herein by reference to Exhibit 10.11 to
                    the
                    Company's Registration Statement on Form SB-2 (File No.
                    333-70176).
  X-1
 Table
              of
              Contents
 
 10.4
                
                Commercial
                    Lease Agreement dated June 25, 2002 between Greenwood Communications
                    Corp.
                    and the Company, incorporated herein by reference to Exhibit
                    10.1 to the
                    Company's Current Report on Form 8-K dated June 17,
                    2002.16.1
                
                Letter
                    of BKD, LLP dated September 10, 2002, pursuant to Item 304(a)(3)
                    of
                    Regulation S-B, regarding change of certifying accountant, incorporated
                    herein by reference to Exhibit 16.1 to the Company's Current
                    Report on
                    Form 8-K dated September 3, 2002.21.1*
                
                List
                    of Subsidiaries.31.1*
                
                Certification
                    Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley
                    Act of 2002, Public Law 107-204),dated December 18, 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 18, 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