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 December 31, 2007.





OR





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





Commission
file number: 333-72163





DUTCH
GOLD RESOURCES, INC.





(Name of
Small Business Issuer in Its Charter)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            58-2550089
              (I.R.S.
      Employer Identification Number)3500
      Lenox Road Suite 1500, Atlanta, Georgia
              (Address
      of Principal Executive Offices)
            30326
              (Zip
      Code)





(404)
419-2440


(Issuer's
Telephone Number, Including Area Code)





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





None


(Title of
Class)





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





Common
Stock, par value $0.001 per share


(Title of
Class)





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





Yes    Nox













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
$3,102,376.00.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company as of December 31, 2007, was
$19,833,316.00





The
number of shares outstanding of the issuer's stock, $0.001 par value per share,
as of December 31, 2007 was 42,373,732.





Transitional
Small Business Disclosure Format (check one):





Yes     Nox











TABLE OF CONTENTS





PART
      IITEM 1.
            Description of
      Business
            1ITEM
      1A.
            Risk Factors
            3ITEM 2.
            Description of
      Properties
            5ITEM 3.
            Legal
      Proceedings
            5ITEM 4.
            Submission of Matters to a Vote of
      Security Holders
            5PART
      IIITEM 5.
            Market for the Company’s Common
      Equity and Related Stockholder Matters
            5ITEM 6.
            Management’s Discussion and Analysis
      of Financial Condition and Results of Operation
            7ITEM 7
            Financial
      Statements
            7ITEM 8.
            Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
            9ITEM
      8.A(T)
            Controls and
      ProceduresITEM 8B.
            Other Information.
            10PART
      IIIITEM 9.
            Directors and Executive Officers of
      the Company
            10ITEM 10.
            Executive
      Compensation
            11ITEM 11.
            Security Ownership of Certain
      Beneficial Owners and Management
            12ITEM 12.
            Certain Relationships and Related
      Transactions
            13ITEM
      13.
            ExhibitsITEM 14.
            Principal Accounting Fees and
      Services
            14SIGNATURES
            15CERTIFICATIONS
            16





Table of Contents





FORWARD-LOOKING
STATEMENTS





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





•our ability to successfully
implement our operating strategies;





•changes in the availability
of debt or equity capital and increases in the cost of capital;





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





•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.





PARTI





ITEM 1.
DESCRIPTION OF BUSINESS.





Corporate
History





Dutch
Gold Resources, Inc. (the “Company” or “Registrant”) 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
PetroMoly(TM), an engine oil additive designed to enhance and maintain
engines.





F-1
 Table of Contents





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





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





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





Entry
into the Natural Resources Industry





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





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





Business
of Registrant





Overview





Dutch
Gold Resources, Inc. is a junior mining company focused in North America. The
Company makes strategic acquisitions of exploration, development and production
projects, while evaluating late stage exploration opportunities.  The
Company through its subsidiary, Dutch Mining, LLC, leases the Benton Mine in
Grants Pass, OR.  The Company strategy is to acquire gold properties
that can be developed and brought to production within two years.  The
Company intends to enhance shareholder value by optimizing each property it
acquires, and to acquire such properties and projects as may be
opportune.





Operating
Strategy





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





• optimize production of the
Benton mine;





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





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





F-2
 Table of Contents





Source
of Revenue





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





Employees.





The
Company employed thirty four employees as of December 31, 2007.





ITEM1A.  RISK FACTORS.





Risk
Factors





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





Our
independent public accountants have expressed doubt about our ability to
continue as a going concern in their report on our December 31, 2007 and
December 31, 2006 financial statements. Our independent public accountants have
advised us that our continuance as a going concern is dependent upon our ability
to raise capital. There is no assurance that we will be able to raise sufficient
capital or generate sufficient cash from operations to continue as a going
concern.





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





We
currently have approximately $2,514,926 in debt pursuant to promissory notes
issued by us. We are presently unable to meet our interest obligations in the
amount of $330,706 under these notes. We are also trying to secure additional
debt and equity financing. Our ability to satisfy our current debt service
obligations, and any additional obligations we might incur will depend upon our
future financial and operating performance, which, in turn, are subject to
prevailing economic conditions and financial, business, competitive, legislative
and regulatory factors, many of which are beyond our control. If our cash flow
and capital resources continue to be insufficient to fund our debt service
obligations, we may be forced to reduce or delay planned acquisitions, expansion
and capital expenditures, sell assets, obtain additional equity capital or
restructure our debt. We cannot assure you that our operating results, cash flow
and capital resources will be sufficient for payment of our debt service and
other obligations in the future.





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





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





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





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





F-3
 Table of Contents





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





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





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






            obtaining
      financial and investment information from the
  investor;


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


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





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





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





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





It
is our policy not to pay dividends.





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





Existing
shareholders may face dilution from our financing efforts





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





F-4
 Table of Contents





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





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





ITEM2. DESCRIPTION OF PROPERTY.





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





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





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





ITEM3. LEGAL PROCEEDINGS.





As of the
date of this Report, no legal proceedings have been threatened against or
settled by the Company.





ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.





PARTII





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





F-5
 Table of Contents




Year
      Ended December 31, 2006
            
            High
      Bid
            
            
            Low
      BidFourth
      Quarter
            
            
            $2.10
            
            
            
            $0.90Third
      Quarter
            
            
            $2.00
            
            
            
            $0.90Second
      Quarter
            
            
            $4.00
            
            
            
            $0.55First
      Quarter
            
            
            $0.80
            
            
            
            $0.55Year
      Ended December 31, 2007
            
            High
      Bid
            
            
            Low
      BidFourth
      Quarter
            
            
            $1.29
            
            
            
            $0.75Third
      Quarter
            
            
            $1.71
            
            
            
            $0.87Second
      Quarter
            
            
            $1.83
            
            
            
            $1.30First
      Quarter
            
            
            $2.35
            
            
            
            $1.05





(b) Holders





As of
December 31, 2007, we had 921 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





For the
three years ended with December 31, 2007, the Company issued the following
securities exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) of the Securities Act. No underwriting or other
compensation was paid in connection with these transactions:




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





On May 8,
2007, the Company entered into a private placement offering and issued
debentures in the amount of $2,295,000, which were subsequently converted to
equity with an issuance of 4,590,000 shares.  In addition, the Company
sold restricted Common Stock totaling 2,172,500 shares resulting in proceeds of
$1,751,000.





Subsequent
Events





Settlement
of Claim





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





Acquisition
of Aultra Gold, Inc.’s Assets





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





F-6
 Table of Contents





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





Acquisition
of Control of Aultra Gold, Inc.





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





Employment
Agreement





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





ITEM6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
OPERATION.





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





GOING
CONCERN





In
connection with their audit report on our consolidated financial statements as
of December 31, 2007, Gruber & Company, our independent certified public
accountants, expressed substantial doubt about our ability to continue as a
going concern because such continuance is dependent upon our ability to raise
capital.





We have
explored, and continue to explore, all avenues possible to raise the funds
required. We have limited revenue-producing activity. We also need capital to
fund overhead and administrative costs as well as transaction expenses. At
December 31, 2007, accounts payable to vendors totaled $356,514. At December 31,
2007, our cash requirement was approximately $125,000 per month. We have met our
operating costs to date through the sale of gold, equity and debt financing from
our shareholders and other investors; however, there can be no assurance that
our shareholders and other investors will be able or willing to make additional
investments in the future to fund continued operations.





Ultimately,
we must achieve profitable operations if we are to be a viable entity. We intend
to optimize revenue and mitigate costs at the Benton mine operations. Although
we believe that there is a reasonable basis to believe that we will successfully
raise the needed funds, we cannot assure you that we will be able to raise
sufficient capital to sustain operations or that we will be able to achieve, or
maintain, a level of profitability sufficient to meet the operating expenses of
the operations and corporate overheads.





Cash
Flow





We have a
working capital deficit of $642,787 at December 31, 2007 compared to a deficit
of $1,355,822 at December 31, 2006.





F-7
 Table of Contents





For the
twelve months ended December 31, 2007, operations used $2,873,707 of cash.
Financing activities provided $3,712,209 during the period and consisted mainly
of convertible debentures. We expect to continue to have operating cash flow
deficiencies for the near term.,





Liquidity
and Capital Resources





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





As of
December 31, 2007, we had a cash balance of $80,541. We estimate that, based
upon our current business ,we will require up to $5,000,000 over the next two
years. The estimated funding required for the first year of our business is
$3,000,000.  However, the Company cannot properly anticipate the
capital expenditures and working capital needed in connection with the
operations of the Benton mine.





Our
independent certified public accountants stated in their report dated January
28, 2010 for the fiscal year ending December 31, 2007 that we have incurred
operating losses from our inception and that we are dependent upon our ability
to meet our future financing requirements, and the success of future operations.
These factors raise substantial doubt about our ability to continue as a going
concern.





Operations
Outlook





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





RESULTS
OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007 AND THE YEAR ENDED
DECEMBER 31, 2006





The
operating loss for the twelve months ended December 31, 2007 was $1,965,734, an
increase of $1,225,351 over the year ended December 31, 2006. Revenue for the
twelve months ended December 31, 2007 was $3,102,376 as compared to $0 for the
year ended December 31, 2006. Interest expense and financing costs for the
twelve months ended December 31, 2007 were $336,163 as compared to $66,351 for
the twelve months ended December 31, 2006.  The total loss for the
twelve months ended December 31, 2007 was $1,614,897 as compared to $806,734 for
the twelve months ended December 31, 2006. The income in 2007 included an
impairment charge for loans to Dutch Mining, LLC of $577,000.





OFF-BALANCE
SHEET ARRANGEMENTS





The
Company was not involved in any significant off-balance sheet arrangement during
the period ended December 31, 2007.





ITEM7. FINANCIAL STATEMENTS.





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





F-8
 Table of Contents





ITEM8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.





None.





ITEM8A(T).  CONTROLS AND PROCEDURES





(a) Evaluation of Disclosure
Controls and Procedures





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





(b) Changes in Internal
Controls





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





Item8B.  Other Inf

ormation





Not
applicable





PARTIII





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
            
            TitleEwald
      J. Dienhart
            72
            
            Executive
      Chairman of the BoardDaniel
      W. Hollis
            56
            
            Director
      & CEODr.
      Wilhelm H. Debor
            64
            
            DirectorLance
      Rosmarin
            44
            
            Director





Ewald J.
Dienhart,Executive Chairman of the Board


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





F-9
 Table of Contents





Daniel W.
Hollis, Director & CEO


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





Dr. Wilhelm H.
Debor, Director


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




Lance
Rosmarin, Director


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





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





ITEM10. EXECUTIVE COMPENSATION.





SUMMARY
COMPENSATION TABLE





The table
below shows the annual, long-term and other compensation for services in all
capacities to the Company and its subsidiaries paid during the twelve months
ended December 31, 2007 to the Chief Executive Officer and the other four most
highly compensated executive officers of the Company during the twelve months
ended December 31, 2007 (our "named executive
officers"):





Annual
      Compensation
            
            
            Long Term CompensationName
      and Position
            Year
            
            Salary
      ($)
            
            
            Bonus
      ($)
            
            
            Other
      Annual
              Compensation
      ($)
            
            
            Restricted
              Stock
              Awards
      ($)
            
            
            Securities
      Underlying Options/SARS (#)
            
            
            All
      Other
              Compensation
      ($)Ewald
      J. Dienhart
            2007
            
            $
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Chairman
            2006
            
            
            
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Daniel W.
      Hollis
            2007
            
            $
            60,000−
            
            
            
            −Vice
      Chairman and Chief
            2006
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Executive
      Officer(1)
            
            
            
            
            
            
            
            
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Wilhelm
      Debor
            2007
            
            $
            
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Director
            2006
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Lance
      Rosmarin
            2007
            
            $
            
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −Director
            2006
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            −





(1) Ewald J.
Dienhartbecame our Chairman in January 14, 2007.





F-10
 Table of Contents





ITEM11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The table
below shows the amount of common stock of the Company beneficially owned as of
December 31, 2007 by each of the following:





Name
      and Address (1)
            
            Amount
      and Nature of Beneficial Ownership (2)
            
            
            Percentage
      of ClassEwald
      J. Dienhart
              1911
      Embassy Drive,
              West
      Palm Beach, FL 33401
            
            
            19,030,000
            
            
            
            44.9
            %Bruce
      Burrow
              37040
      Edge Hill Road
              Springfiled,
      OR 97478
            
            
            2,692,000
            
            
            
            6.4
            %Daniel
      Hollis
            
            
            2,224,500
            
            
            
            5.2
            %All
      directors and executive officers as a group (3 persons)
            
            
            24,188,557
            
            
            
            57.1
            %





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





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





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





(2)Shares of common stock
that a person has the right to acquire within 60 days of December 31, 2007 are
deemed outstanding for computing the percentage ownership of the person having
the right to acquire such shares, but are not deemed outstanding for computing
the percentage ownership of any other person.




(3)As of December 31, 2007,
there were 42,373,732 shares of common stock issued and
outstanding.





ITEM12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





On
January 16, 2007, the Company assumed a note issued by Dutch Mining, LLC in the
amount of $1.2M to Embassy International, LLC, a Florida limited liability
company controlled by the family of the Chairman of the Board, Ewald Dienhart.
The note, which is payable on demand, is dated December 31, 2006 and carries an
interest rate of 10.0%.  The note is unsecured and may be converted
into shares of the Company.  .





On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $250K to Gabriela Dienhart-Engel, who is the daughter of the Chairman
of the Board, Ewald Dienhart. The note, which is payable on demand, is dated
July 31, 2006 and carries an interest rate of 6.0%.  The note is
partially secured by the title to the Gold Bug Mine, and may be converted into
shares of the Company.





On
January 16, 2007, the Company assumed notes issued by Dutch Mining, LLC in the
amount of $100,000 to Dienhart-Caruso TBE Family LLC, a Florida limited
liability company that is controlled by the wife of the Chairman of the Board,
Ewald Dienhart. The note, which is payable on demand, is dated July 31, 2006 and
carries an interest rate of 6.0%.  The note is partially secured by
the title to certain equipment used by the Company, and may be converted into
shares of the Company.





F-11
 Table of Contents





On
January 16, 2007 the Company assumed a note issued by Dutch Mining LLC in the
amount of $950,000 to Josef Bauer for working capital. The note is guaranteed by
Ewald Dienhart.  The note, which is payable on demand carries an
interest rate of 13.0%.





The
Company leases space from Rendata Industrial Park, LLC and Rendata Industrial
Park, LLC is substantially controlled by Ewald Dienhart, the Company’s
Chairman.  For the period ended December 31, 2007, the Company paid
$135,525 in rent and related expenses to Rendata Industrial Park, LLC and had a
payable balance accrued of $12,278 at December 31, 2007.




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 last twelve months ended December 31, 2007, the Company filed the
following Current Reports on Form 8-K:





1)
1/25/2007 - Registrant consummated the terms of its Share Exchange Agreement
(the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the Registrant
issued 24,000,000 shares of its common stock, par value $.001 per share (the
“Common Stock”) to the Dutch Mining equity holders and their designees in
exchange for all of the issued and outstanding equity interests of Dutch Mining
(the “Exchange”). Following the Exchange, Dutch Mining became a wholly-owned
subsidiary of the Registrant and the Registrant had a total of 30,256,144 shares
of Common Stock issued and outstanding.  In accordance with the
Exchange, the Registrant elected Ewald Dienhart as Chairman of the Board of
Directors. Mr. Dienhart, 73, most recently served as the Managing Director of
Dutch Mining and has served in that capacity since 1994. The Registrant’s Board
of Directors approved an annual base salary for Mr. Dienhart of $60,000.
Pursuant to the terms of the Agreement, Dr. William Debor, 62, was also elected
to serve as a member of the Registrant’s Board of Directors.





2)
9/14/2007- Registrant's Board of Directors resolved that the Registrant's fiscal
year be changed to end on December 31.  The Registrant's fiscal year
previously ended as of June 30.  The Registrant's financial statements
for the transition period shall be filed on Form 10-QSB.





3)
9/24/2007 - Registrant made available an N.I. 43-101 compliant reserves report
which estimates the gold reserves at one of the Registrant's mines.  A
copy of the report is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by this reference.





ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table shows the fees paid or accrued by the Company for the audit and
other services provided for the twelve months ended December 31, 2007 and fiscal
2006.





Twelve Months 2007
            
            
            Fiscal 2006Audit
      fees (1)
            
            $
            ---
            
            
            $
            ---Audit-related
      fees
            
            $
            1,000
            
            
            $
            1,500Tax
      fees (2)
            
            $
            
            
            
            $All
      other fees
            
            $
            750
            
            
            $
            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.





F-12
 Table of Contents





(2) 
For the twelve months ended December 31, 2007 and fiscal 2006, 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 Gruber & Company, was compatible with the maintenance of that
firm’s independence in the conduct of its auditing functions.





F-13
 Table of Contents





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 Officer, Chief Financial Officer (principal
      executive and accounting officer)





Date:
February 9, 2010





F-14
 Table of Contents





EXHIBITINDEX





Exhibit
      No.
            
            Description31.1*
            
            Certification
      Pursuant to 18 U.S.C. Sec. 1350 (enacted by Section 906 of the
      Sarbanes-Oxley Act of 2002, Public Law 107-204),dated February 9, 2010,
      executed by Daniel W. Hollis, Chairman of the Board and Chief Executive
      and Financial Officer of the Company.32.1*
            
            Certification
      Pursuant to 18 U.S.C. Sec. 1350 (enacted by Section 906 of the
      Sarbanes-Oxley Act of 2002, Public Law 107-204),dated February 9, 2010,
      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





F-15
 Table of Contents





DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)





FINANCIAL
STATEMENTS


As
of December 31, 2007 and December 31, 2006





with





REPORT
OF INDEPENDENT ACCOUNTANT





F-16
 Table of Contents








PageDutch
      Gold Resources, Inc. Consolidated Financial Statements
            F-1Report
      of Independent Accountants
            F-2Consolidated
      Balance Sheets at December 31, 2007 and December 31, 2006
            F-3Consolidated
      Statements of Operations for the twelve months ended December 31, 2007 and
      the year ended December 31, 2006
            F-4Consolidated
      Statements of Cash Flows for the twelve months ended December 31, 2007 and
      the year ended December 31, 2006
            F-5Consolidated
      Statements of Stockholders Equity for the twelve months ended December 31,
      2007 and the year ended December 31, 2006
            F-6Notes
      to Consolidated Financial Statements
            F-6





F-17
 Table of Contents




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors and
 Stockholders
of Dutch Gold Resources, Inc.
 
 We have
audited the accompanying consolidated balance sheets of Dutch Gold Resources,
Inc. as of December 31, 2007 and 2006, and the related consolidated statements
of operations, stockholders’ equity deficit and cash flows for each of the years
in the two-year period ended December 31, 2007. Dutch Gold Resources’ management
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dutch Gold Resources, Inc. as of
December 31, 2007 and 2006, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2007 in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 10 to the financial
statements, conditions exist which raise substantial doubt about the Company’s
ability to continue as a going concern unless it is able to generate sufficient
cash flows to meet its obligations and sustain its operations. Management’s plan
in regard to these matters is also described in Note 10. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 //Gruber
& Company, LLC
 Gruber
& Company, LLC
 
 Lake
Saint Louis, Missouri
 January
26, 2010


F-18
 Table of Contents









See notes
to consolidated financial statements





F-19
 Table of Contents









See notes
to consolidated financial statements





F-20
 Table of Contents








See notes
to consolidated financial statements





F-21
 Table of Contents









See notes
to consolidated financial statements





F-22
 Table of Contents





DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





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





NATURE OF
OPERATIONS





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





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





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





PRINCIPLES
OF CONSOLIDATION





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





PREPARATION
OF FINANCIAL STATEMENTS





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





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





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





F-23
 Table of Contents





ORGANIZATIONAL
AND START-UP EXPENSES





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





USE OF
ESTIMATES





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





CASH AND
CASH EQUIVALENTS





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





ACCOUNTS
RECEIVABLE





The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At December 31, 2007 and 2006, the Company had no balance in
its allowance for doubtful accounts.





INVENTORIES





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





PROPERTY
PLANT AND EQUIPMENT





Property,
plant and equipment are recorded at cost. Depreciation is recorded on the
straight-line basis over estimated useful lives that range from three to five
years, but do not exceed the useful life of the individual asset. Normal
maintenance and repairs are charged to operations while expenditures for major
maintenance and improvements are capitalized. When assets are retired or sold,
the related cost and accumulated depreciation are removed from the accounts, and
any gain or loss arising from such disposition is included in the consolidated
statement of activities.





REVENUE
RECOGNITION





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





MINERAL
CLAIM PAYMENTS AND EXPLORATION EXPENSES





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





F-24
 Table of Contents





CONCENTRATIONS





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





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





ENVIRONMENTAL
COSTS





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





STOCK
BASED COMPENSATION





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





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





Convertible
Notes





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




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




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





FINANCIAL
INSTRUMENTS





The
Company’s financial instruments consist of cash and cash equivalents and
accounts payable and accrued liabilities. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest, or
credit risks arising from these financial instruments. The fair values of these
financial instruments approximate their carrying values.





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 Table of Contents





INCOME
TAX





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





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





IMPAIRMENT
OF LONG-LIVED ASSETS





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




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





ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES




The
Company has adopted SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities”, which requires companies to recognize all derivatives
contracts as either assets or liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is to match the
timing of gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change.




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




BASIC AND
DILUTED LOSS PER SHARE




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





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The
Company computes net income (loss) per share in accordance with SFAS No. 128
“Earnings per Share”. The basic net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding. Diluted net loss per share gives effect to all dilutive potential
common shares outstanding during the period using the “as if converted” basis.
For the years ended December 31, 2007 and 2006, there were no potential dilutive
securities.





ASSET
RETIREMENT OBLIGATIONS




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




SFAS No.
143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The fair value of the liability is added to
the carrying amount of the associated asset and this additional carrying amount
is depreciated over the life of the asset. The liability is accreted at the end
of each period through charges to operating expense. If the obligation is
settled for other than the carrying amount of the liability, the Company will
recognize a gain or loss on settlement. As at December 31, 2007 and 2006 the
Company had no asset retirement obligations.





RECENT
ACCOUNTING PRONOUNCEMENTS





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





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of
operations.





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





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





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 Table of Contents





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





NOTE 2—INVENTORIES





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










NOTE 3—PROPERTIES,
PLANT AND EQUIPMENT





Our major
components of properties, plants, equipment are:





December 31,2007
            
            
            2006Office
      equipment
            
            $
            8,333
            
            
            $
            —Lab
      equipment
            
            
            27,782
            
            
            
            —Mill
      equipment
            
            
            1,467,786
            
            
            
            —Mine
      – structural
            
            
            334,493Mine
      equipment
            
            
            440,407
            
            
            
            —2,278,801
            
            
            
            —Less
      accumulated depreciation, depletion and amortization
            
            
            677,002
            
            
            
            —Net
      carrying value
            
            $
            1,601,799
            
            
            $
            —





Depreciation
expense for 2007 was $677,002 and none in 2006.





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





NOTE 4—ACCRUED
EXPENSES AND ACCOUNTS PAYABLE





Accrued
Expenses and Accounts Payable are comprised of:









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 Table of Contents





NOTE 5—INCOME
TAX





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





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





December
      31, 2007
            
            
            December
      31, 2006Federal
      and state income tax at the applicable rates
            
            $
            (246,674
            )
            
            $
            (218,239
            )Change
      in valuation allowance
            
            
            246,674
            
            
            
            218,239Actual
      tax expense
            
            
            —
            
            
            
            —





The
components of the deferred tax asset are as follows:





December
      31, 2007
            
            
            December
      31, 2006Net
      operating losses and start-up costs
            
            $
            1,486,397
            
            
            $
            1,315,053Valuation
      allowance
            
            
            (1,486,397
            )
            
            
            (1,315,053
            )Net
      deferred tax asset
            
            
            —
            
            
            
            —





The
valuation allowance at December 31, 2007 is $1,486,397 and was increased by
$1,486,397 during the year. The valuation allowance at December 31, 2006 was
$1,315,053. During the current year, the increase in the valuation allowance was
due to additional losses incurred by the Company. We consider the valuation
allowance necessary and appropriate in light of the Company's history of
recurring losses. The Company had no net operating loss carryforward to offset
future taxable income.





Uncertain
Tax Positions





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





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





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 Table of Contents





NOTE 6—CONVERTIBLE
DEBENTURES





The
Company had no convertible debentures outstanding at December 31, 2007 and a
balance of $640,000 at December 31, 2006. The notes were payable upon demand,
and bear interest at 8%.





NOTE 7—CAPITAL
STOCK





Common
Stock





As of
December 31, 2007, the Company has 42,373,732 shares of its $0.001 par value
common stock issued and outstanding.





NOTE
8—ACQUISITION OF SUBSIDIARY





In
January 4, 2007, the company entered into a definitive Share Exchange agreement
(the “Agreement”) with Dutch Mining, L.L.C. , an Oregon limited liability
company (‘Dutch Mining’).  Pursuant to the agreement, the company
agreed to acquire 100% of the outstanding equity of Dutch Mining from the
stockholders of Dutch Mining (the “Dutch Mining Shareholders”) in exchange for
the issuance by the company to the Dutch Mining Shareholders of an aggregate of
24,000,000 newly issued shares of common stock (“the Exchange Shares”). The
Exchange shares were issued to the Dutch Mining Shareholders on a pro rata basis
, in proportion to the ratio that the percentage of Dutch Mining Interest held
by such  Dutch Mining Shareholder bears to the number of shares of
Dutch Mining Interests held by all the Dutch Mining Shareholders as of the
contract closing date.





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





NOTE 9—RELATED
PARTY TRANSACTIONS





On January 16, 2007,the Company assumed a note issued by Dutch Mining, LLC in the amount of
$1.2M to Embassy International, LLC, a Florida limited liability company
controlled by the family of the Chairman of the Board, Ewald Dienhart. The note
is dated December 31, 2006 and carries an interest rate of 10.0%.  The
note is unsecured and may be converted into shares of the Company. The related
parties have agreed not to demand the loans through December 31, 2008 therefore
the loans are recorded as long-term liabilities.





On January 16, 2007,the Company assumed notes issued by Dutch Mining, LLC in the amount of
$250K to Gabriela Dienhart-Engel, who is the daughter of the Chairman of the
Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest
rate of 6.0%.  The note is partially secured by the title to the Gold
Bug Mine, and may be converted into shares of the Company.  The
related parties have agreed not to demand the loans through December 31, 2008;
therefore;\, the loans are recorded as long-term liabilities.





On January 16, 2007,the Company assumed notes issued by Dutch Mining, LLC in the amount of
$100,000 to Dienhart-Caruso TBE Family LLC, a Florida limited liability company
that is controlled by the wife of the Chairman of the Board, Ewald Dienhart. The
note is dated July 31, 2006 and carries an interest rate of 6.0%.  The
note is partially secured by the title to certain equipment used by the Company,
and may be converted into shares of the Company.  The related parties
have agreed not to demand the loans through December 31, 2008 therefore the
loans are recorded as long-term liabilities.





On January 16, 2007,
the Company assumed a note issued by Dutch Mining LLC in the amount of
$950,000 to Josef Bauer for working capital.  The note is guaranteed
by Ewald Dienhart and carries an interest rate of 13.0%.  The related
parties have agreed not to demand the loans through December 31, 2008 therefore
the loans are recorded as long-term liabilities.





The
Company leases space from Rendata Industrial Park, LLC and Rendata Industrial
Park, LLC is substantially controlled by Ewald Dienhart, the company’s
Chairman.  For the period ended December 31, 2007 the Company paid
$135,525 in rent and related expenses to Rendata Industrial Park, LLC and had a
payable balance accrued of $12,278 at December 31, 2007.





F-30
 Table of Contents





The
Company had an agreement with HPUs, LLC, whose Managing Member, Patrick Engel,
is related to the Company’s Chairman, effective November 30, 2007 to provide
management services. The contract was for one year, automatically renewable
unless terminated for a monthly amount of $9,500. The Company had a payable
balance accrued of $86,820 at December 31, 2007.





The
company owed $17,930 to Ewald J. Dienhart for short term advances at December
31, 2007.





NOTE
10—FINANCIAL CONDITION AND GOING CONCERN





The
Company's continuance is dependent on raising capital and generating revenues
sufficient to sustain operations. The Company believes that the necessary
capital will be raised and has entered into discussions to do so with certain
individuals and companies. However, as of the date of these consolidated
financial statements, no formal agreement exists.





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





NOTE 11—COMMITMENTS
AND CONTINGENCIES





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





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





[Missing Table]




NOTE 12—RECLAMATION
COSTS





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





NOTE
13 – SUBSEQUENT EVENTS





Settlement
of Claim





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





F-31
 Table of Contents





Acquisition
of Aultra Gold, Inc.’s Assets





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





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





Acquisition
of Control of Aultra Gold, Inc.





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





Employment
Agreement





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





NOTE
14 – MINING LEASE AND OPTION TO PURCHASE





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





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





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






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