----

----

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

|   | DUTCH GOLD RESOURCES, INC.                             |   |
|--------|--------------------------------------------------------|--------|
|   | (Exact name of registrant as specified in its charter) |   |

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

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

| Large accelerated filer o | Accelerated filer o | Non-accelerated filer  o | Smaller reporting company x |
|---------------------------|---------------------|------------------------------------|-----------------------------|

----

----

----

Table of Contents

TABLE OF CONTENTS

| PART I         |
|----------------|
|           |   |   |   |
| ITEM 1.        |   | Business | 7 |
| ITEM 1A.       |   | Risk Factors | 10 |
| ITEM 1B.       |   | Unresolved Staff Comments | 12 |
| ITEM 2.        |   | Properties | 12 |
| ITEM 3.        |   | Legal Proceedings | 18 |
| ITEM 4.        |   | (Removed and Reserved) | 18 |
|           |   |   |   |
|  PART II  |
|           |
| ITEM 5.        |   | Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 19 |
| ITEM 6.        |   | Selected Financial Data | 20 |
| ITEM 7.        |   | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| ITEM 7A.       |   | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| ITEM 8         |   | Financial Statements and Supplementary Data | 22 |
| ITEM 9.        |   | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 47 |
| ITEM 9.A(T)    |   | Controls and Procedures | 47 |
| ITEM 9B.       |   | Other Information. | 49 |
|           |   |   |   |
| PART III       |
|           |   |   |   |
| ITEM 10.       |   | Directors and Executive Officers and Corporate Governance | 49 |
| ITEM 11.       |   | Executive Compensation | 50 |
| ITEM 12.       |   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 51 |
| ITEM 13.       |   | Certain Relationships and Related Transactions and Director Independence | 52 |
| ITEM 14.       |   | Principal Accounting Fees and Services | 52 |
| ITEM 15.       |   | Exhibits; Financial Statement Schedules | 53 |
|           |   |
| SIGNATURES     | 57 |
|           |   |
| CERTIFICATIONS |   |

----

Table of Contents

| · | The establishment and estimates of mineral reserves and resources; |
|--------|--------------------------------------------------------------------|

| · | Grade; |
|--------|--------|

| · | Expenditures; |
|--------|---------------|

| · | Exploration; |
|--------|--------------|

| · | Permits; |
|--------|----------|

| · | Closure costs; |
|--------|----------------|

| · | Future financing; |
|--------|-------------------|

| · | Liquidity; |
|--------|------------|

| · | Estimates of environmental liabilities; |
|--------|-----------------------------------------|

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

| · | Factors impacting our results of operations. |
|--------|----------------------------------------------|

| · | Unexpected changes in business and economic conditions; |
|--------|---------------------------------------------------------|

| · | Significant increases or decreases in gold prices; |
|--------|----------------------------------------------------|

| · | Unanticipated grade changes; |
|--------|------------------------------|

| · | Metallurgy, processing, access, availability of materials, equipment, supplies and water; |
|--------|-------------------------------------------------------------------------------------------|

| · | Determination of reserves; |
|--------|----------------------------|

| · | Results of current and future exploration activities; |
|--------|-------------------------------------------------------|

| · | Results of pending and future feasibility studies; |
|--------|----------------------------------------------------|

| · | Joint venture relationships; |
|--------|------------------------------|

| · | Local and community impacts and issues; |
|--------|-----------------------------------------|

| · | Timing of receipt of government approvals; |
|--------|--------------------------------------------|

| · | Accidents and labor disputes; |
|--------|-------------------------------|

| · | Environmental costs and risks; |
|--------|--------------------------------|

| · | Competitive factors, including competition for property acquisitions; |
|--------|-----------------------------------------------------------------------|

| · | Availability of external financing at reasonable rates or at all; and |
|--------|-----------------------------------------------------------------------|

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

----

Table of Contents

----

Table of Contents

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

----

Table of Contents

| Proven mineral reserve1          |   | The term “proven mineral reserve” refers to the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Qualified person2                |   | The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| SEC Industry Guide 7 Definitions |   | U.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exploration stage                |   | An “exploration stage” prospect is one, which is not in either the development or production stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Development stage                |   | A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Mineralized material             |   | The term “mineralized material” refers to material that is not included in the reserve, as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Probable reserve                 |   | The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.                                                                                                                                                                                                                              |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Production stage                 |   | A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Proven reserve                   |   | The term “proven reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.                                                                                                                                                                                                                           |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Reserve                          |   | The term “reserve” refers to that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined. |

----

Table of Contents

| Argillite:                   |   | Low grade metamorphic clay rich sedimentary rock (shale, mudstone, siltstone).                                                                                                                                                                                                                                      |
|------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Block model:                 |   | The representation of geologic units using three-dimensional blocks of predetermined sizes.                                                                                                                                                                                                                         |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Breccia:                     |   | A rock in which angular fragments are surrounded by a mass of fine-grained minerals.                                                                                                                                                                                                                                |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| CIM:                         |   | Canadian Institute of Mining and Metallurgy.                                                                                                                                                                                                                                                                        |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Cut off or cut-off grade:    |   | When determining economically viable mineral reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined at a profit.                                                                                                                                                          |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Diatreme:                    |   | Brecciated rock formed by volcanic or hydrothermal eruptive activity, generally in a pipe or funnel like orientation.                                                                                                                                                                                               |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| EM:                          |   | An instrument that measures the change in electro-magnetic conductivity of different geological units below the surface of the earth.                                                                                                                                                                               |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Fault:                       |   | A rock fracture along which there has been displacement                                                                                                                                                                                                                                                             |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Feasibility study:           |   | Group of reports that determine the economic viability of a given mineral occurrence.                                                                                                                                                                                                                               |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Formation:                   |   | A distinct layer of sedimentary or volcanic rock of similar composition.                                                                                                                                                                                                                                            |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| G/t or gpt:                  |   | Grams per metric tonne.                                                                                                                                                                                                                                                                                             |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Geophysicist:                |   | One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere.                                                                                                                                                                                        |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Geotechnical work:           |   | Tasks that provide representative data of the geological rock quality in a known volume.                                                                                                                                                                                                                            |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Grade:                       |   | Quantity of metal per unit weight of host rock.                                                                                                                                                                                                                                                                     |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Host rock:                   |   | The rock containing a mineral or an ore body.                                                                                                                                                                                                                                                                       |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Mapping or geologic mapping: |   | The recording of geologic information such as the distribution and nature of rock units and the occurrence of structural features, mineral deposits, and fossil localities.                                                                                                                                         |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Mineral:                     |   | A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.                                                                                                                                                                                 |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Mineralization:              |   | A natural occurrence in rocks or soil of one or more metal yielding minerals.                                                                                                                                                                                                                                       |
|                         |   |                                                                                                                                                                                                                                                                                                                |
| Mining:                      |   | The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized. |

----

Table of Contents

| National Instrument 43-101: |   | Canadian standards of disclosure for mineral projects.                                                                                                                                                                                                                                                                                                                                                              |
|-----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Open pit:                   |   | Surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body.                                                                                                                                                                                                                                                                       |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Ore:                        |   | Mineral bearing rock that can be mined and treated profitably under current or immediately foreseeable economic conditions.                                                                                                                                                                                                                                                                                         |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Ore body:                   |   | A mostly solid and fairly continuous mass of mineralization estimated to be economically mineable.                                                                                                                                                                                                                                                                                                                  |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Outcrop:                    |   | That part of a geologic formation or structure that appears at the surface of the earth.                                                                                                                                                                                                                                                                                                                            |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Porphyry:                   |   | An igneous rock characterized by visible crystals in a fine–grained matrix.                                                                                                                                                                                                                                                                                                                                   |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Quartz:                     |   | A mineral composed of silicon dioxide, SiO2 (silica).                                                                                                                                                                                                                                                                                                                                                               |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Reclamation:                |   | The process by which lands disturbed as a result of mining activity are modified to support beneficial land use .  Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas. |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| SEC Industry Guide 7:       |   | U.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining operations.                                                                                                                                                                                                                                                                                                      |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Sedimentary rock:           |   | Rock formed at the earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, or chemically precipitated.                                                                                                                                                                                                                        |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Strike:                     |   | The direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.                                                                                                                                                                                                                                                                                                            |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Strip:                      |   | To remove overburden in order to expose ore.                                                                                                                                                                                                                                                                                                                                                                        |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| Vein:                       |   | A thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz.                                                                                                                                                                                                                                                                                                                            |

----

Table of Contents

ITEM 1.  BUSINESS HISTORY AND ORGANIZATION

----

Table of Contents

----

Table of Contents

| Year |   | High   |   |   | Low    |   | Average |
|------|--------|--------|--------|--------|--------|--------|---------|
| 2002 |   |   | 349    |   |   |   | 278     |   | 310 |
| 2003 |   |   | 416    |   |   |   | 320     |   | 363 |
| 2004 |   |   | 454    |   |   |   | 375     |   | 410 |
| 2005 |   |   | 537    |   |   |   | 411     |   | 445 |
| 2006 |   |   | 725    |   |   |   | 525     |   | 603 |
| 2007 |   |   | 841    |   |   |   | 608     |   | 695 |
| 2008 |   |   | 1,011  |   |   |   | 713     |   | 872 |
| 2009 |   |   | 1,146  |   |   |   | 810     |   | 978 |

----

Table of Contents

Item 1A.  Risk Factors.

----

Table of Contents

|   | • | obtaining financial and investment information from the investor; |
|--------|---------|-------------------------------------------------------------------|

|   | • | obtaining a written suitability questionnaire and purchase agreement signed by the investor; and |
|--------|---------|--------------------------------------------------------------------------------------------------|

|   | • | providing the investor a written identification of the shares being offered and the quantity of the shares. |
|--------|---------|-------------------------------------------------------------------------------------------------------------|

----

Table of Contents

Item 2.  Properties.

----

Table of Contents

----

Table of Contents

| i)     | Landes         | (Mineral Survey 5565) |
|--------|----------------|-----------------------|
|   |           |                  |
| ii)    | Shylock        | (Mineral Survey 6354) |
|   |           |                  |
| iii)   | Shively        | (Mineral Survey 5755) |
|   |           |                  |
| iv)    | Quartz Hill    | (Mineral Survey 5564) |
|   |           |                  |
| v)     | Spencerian     | (Mineral Survey 8140) |
|   |           |                  |
| vi)    | Gold Hill 5    | (Mineral Survey 5755) |
|   |           |                  |
| vii)   | Basin          | (Mineral Survey 9026) |
|   |           |                  |
| viii)  | Blue Bell Lode | (Mineral Survey 9530) |
|   |           |                  |
| ix)    | White Pine     | (Mineral Survey 8137) |
|   |           |                  |
| x)     | Yellow Pine    | (Mineral Survey 8139) |
|   |           |                  |
| xi)    | Jack White     | (Mineral Survey 8138) |

----

Table of Contents

----

Table of Contents

|   | 0.214 opt gold equiv from 35 to 55 feet, |
|--------|------------------------------------------|

|   | 0.269 opt from 145 to 165, and |
|--------|--------------------------------|

|   | 0.564 opt from 205 to 220. |
|--------|----------------------------|

----

Table of Contents

----

Table of Contents

Item 3.  Legal Proceedings.

Item 4.  (Removed 

----

Table of Contents

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

|                         |   |     |   |
|------------------------------|--------|----------|--------|
| Year Ended December 31, 2009 |   | High Bid |   |   | Low Bid |   |
|                         |   |     |   |   |   |   |   |   |
| Fourth Quarter               |   | $        | 0.17   |   |   | $ | 0.11 |   |
| Third Quarter                |   | $        | 0.28   |   |   | $ | 0.13 |   |
| Second Quarter               |   | $        | 0.48   |   |   | $ | 0.13 |   |
| First Quarter                |   | $        | 0.29   |   |   | $ | 0.09 |   |
|                         |   |     |   |   |   |   |   |   |
| Year Ended December 31, 2008 |   | High Bid |   |   | Low Bid |   |
|                         |   |     |   |   |   |   |
| Fourth Quarter               |   | $        | 0.53   |   |   | $ | 0.06 |   |
| Third Quarter                |   | $        | 0.95   |   |   | $ | 0.36 |   |
| Second Quarter               |   | $        | 1.10   |   |   | $ | 0.71 |   |
| First Quarter                |   | $        | 1.19   |   |   | $ | 0.75 |   |

----

Table of Contents

Item 6.  Selected Financial Data.

Item 7.  Management's Discussion and Analysis of Plan of Operation and Results of Operations.

----

Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

----

Table of Contents

Item 8. Financial Statements and Supplementary Data.

|                                                                                                                              |   | Page |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|------|
| Dutch Gold Resources, Inc. Consolidated Financial Statements                                                                      |   | F-1  |
| Report of Independent Accountants                                                                                                 |   | F-2  |
| Consolidated Balance Sheets at December 31, 2009 and December 31, 2008                                                            |   | F-3  |
| Consolidated Statements of Operations for the twelve months ended December 31, 2009 and the year ended December 31, 2008          |   | F-4  |
| Consolidated Statements of Cash Flows for the twelve months ended December 31, 2009 and the year ended December 31, 2008          |   | F-5  |
| Consolidated Statements of Stockholders Equity for the twelve months ended December 31, 2009 and the year ended December 31, 2008 |   | F-6  |
| Notes to Consolidated Financial Statements                                                                                        |   | F-7  |

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                                                                                                                                 |   | December 31, |        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|-------------|
|                                                                                                                                                                 |   | 2009         |        |   | 2008 |   |
|                                                                                                                                                                 |   | (Restated)   |        |   | (Restated) |   |
|                                                                                                                                                                 |   | (Note 16)    |        |   | (Note 16) |   |
| ASSETS                                                                                                                                                               |   |
|                                                                                                                                                                 |   |         |        |   |   |   |
| CURRENT ASSETS:                                                                                                                                                      |   |         |        |   |   |   |
| Cash and cash equivalents                                                                                                                                            |   | $            | 24,522      |   |   | $ | (1,063 | ) |
| Other current assets                                                                                                                                                 |   |         | 269,919     |   |   |   | - |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Total current assets                                                                                                                                                 |   |         | 294,441     |   |   |   | (1,063 | ) |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| LONG-TERM ASSETS:                                                                                                                                                    |   |         |        |   |   |   |   |   |
| Property, plant and equipment at cost                                                                                                                                |   |         | 2,398,776   |   |   |   | 2,398,776 |   |
| Less accumulated depreciation                                                                                                                                        |   |         | (1,632,253  | ) |   |   | (1,152,497 | ) |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Net property, plant and equipment                                                                                                                                    |   |         | 766,523     |   |   |   | 1,246,279 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Other assets                                                                                                                                                         |   |         | 179,852     |   |   |   | 179,852 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                                         |   | $            | 1,240,816   |   |   | $ | 1,425,068 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| CURRENT LIABILITIES:                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Accounts payable                                                                                                                                                     |   | $            | 1,312,724   |   |   | $ | 1,217,256 |   |
| Accounts payable-related parties                                                                                                                                     |   |         | 141,391     |   |   |   | 222,613 |   |
| Loans from shareholders                                                                                                                                              |   |         | 360,000     |   |   |   | 453,072 |   |
| Convertible notes payable                                                                                                                                            |   |         | -           |   |   |   | 525,000 |   |
| Payroll liabilities                                                                                                                                                  |   |         | 558,686     |   |   |   | (99,373 | ) |
| Accrued liabilities                                                                                                                                                  |   |         | 648,856     |   |   |   | 420,415 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Total current liabilities                                                                                                                                            |   |         | 3,021,657   |   |   |   | 2,738,983 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| LONG-TERM LIABILITIES:                                                                                                                                               |   |         |        |   |   |   |   |   |
| Long-term notes payable-related parties                                                                                                                              |   |         | 2,514,926   |   |   |   | 2,514,926 |   |
| Warrant liability                                                                                                                                                    |   |         | 2,517,202   |   |   |   | 752,866 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Total long-term liabilities                                                                                                                                          |   |         | 5,032,128   |   |   |   | 3,267,792 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| TOTAL LIABILITIES                                                                                                                                                    |   |         | 8,053,785   |   |   |   | 6,006,775 |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Commitments and contingencies                                                                                                                                        |   |         |        |   |   |   |   |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| STOCKHOLDERS' DEFICIT                                                                                                                                                |   |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Common stock, $.001 par value 500,000,000 shares authorized, 115,717,375 and  52,985,409 issued and outstanding at December 31, 2009 and December 31, 2008 |   |         | 115,717     |   |   |   | 52,985 |   |
| Additional paid-in-capital                                                                                                                                           |   |         | 10,549,581  |   |   |   | 1,583,068 |   |
| Stock subscriptions                                                                                                                                                  |   |         | 69,600      |   |   |   | - |   |
| Accumulated deficit                                                                                                                                                  |   |         | (17,547,867 | ) |   |   | (6,217,760 | ) |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| Total stockholders' deficit                                                                                                                                          |   |         | (6,812,969  | ) |   |   | (4,581,707 | ) |
|                                                                                                                                                                 |   |         |        |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                          |   | $            | 1,240,816   |   |   | $ | 1,425,068 |   |

----

Table of Contents

|                                         |   | December 31, |        |
|----------------------------------------------|--------|--------------|-------------|
|                                         |   | 2009         |        |   | 2008 |   |
|                                         |   | (Restated)   |        |   | (Restated) |   |
|                                         |   | (Note 16)    |        |   | (Note 16) |   |
| Revenue                                      |   |         |        |   |   |   |
|                                         |   |         |        |   |   |   |
| Sales                                        |   | $            | -           |   |   | $ | 628,669 |   |
| Cost of sales                                |   |         | -           |   |   |   | 2,084,135 |   |
|                                         |   |         |        |   |   |   |   |   |
| Gross profit                                 |   |         | -           |   |   |   | (1,455,466 | ) |
|                                         |   |         |        |   |   |   |   |   |
| Operational Expenses                         |   |         |        |   |   |   |   |   |
|                                         |   |         |        |   |   |   |   |   |
| Selling, general and administrative expenses |   |         | 978,210     |   |   |   | 516,599 |   |
| Professional fees                            |   |         | 7,734,042   |   |   |   | 1,656,958 |   |
| Rent and repairs and maintenance             |   |         | 20,144      |   |   |   | 36,209 |   |
| Depreciation                                 |   |         | 479,756     |   |   |   | 475,495 |   |
|                                         |   |         |        |   |   |   |   |   |
| Total operating expenses                     |   |         | 9,212,152   |   |   |   | 2,685,261 |   |
|                                         |   |         |        |   |   |   |   |   |
| Operating loss                               |   |         | (9,212,152  | ) |   |   | (4,140,727 | ) |
|                                         |   |         |        |   |   |   |   |   |
| Other income (expense)                       |   |         |        |   |   |   |   |   |
|                                         |   |         |        |   |   |   |   |   |
| Interest expense, net                        |   |         | (1,239,836  | ) |   |   | (616,740 | ) |
| Change in fair value of warrants             |   |         | (913,009    | ) |   |   | - |   |
| Gain from extinguishment of debt             |   |         | 34,890      |   |   |   | 154,604 |   |
|                                         |   |         |        |   |   |   |   |   |
| Loss before income taxes                     |   |         | (11,330,107 | ) |   |   | (4,602,863 | ) |
|                                         |   |         |        |   |   |   |   |   |
| Provision for income taxes                   |   |         | -           |   |   |   | - |   |
|                                         |   |         |        |   |   |   |   |   |
| Net loss for the period                      |   |         | (11,330,107 | ) |   |   | (4,602,863 | ) |
|                                         |   |         |        |   |   |   |   |   |
| Basic & diluted (loss) per share         |   | $            | (0.13       | ) |   | $ | (0.10 | ) |
| Weighted average shares outstanding          |   |         | 87,408,634  |   |   |   | 47,830,490 |   |

----

Table of Contents

|                                                                   |   | Year Ended December 31, |        |
|------------------------------------------------------------------------|--------|-------------------------|-------------|
|                                                                   |   | 2009                    |        |   | 2008 |   |
|                                                                   |   | (Restated)              |        |   | (Restated) |   |
|                                                                   |   | (Note 16)               |        |   | (Note 16) |   |
|                                                                   |   |                    |        |   |   |   |
| Operating activities:                                                  |   |                    |        |   |   |   |
|                                                                   |   |                    |        |   |   |   |
| Net loss                                                               |   | $                       | (11,330,107 | ) |   | $ | (4,602,863 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| Adjustments to reconcile net loss to cash used by operating activities |   |                    |        |   |   |   |   |   |
| Gain from extinguishment of debt                                       |   |                    | (34,890     | ) |   |   | (154,604 | ) |
| Common stock issued for payment of interest expense                    |   |                    | 980,656     |   |   |   | 290,644 |   |
| Common stock issued for services                                       |   |                    | 7,716,283   |   |   |   | 460,588 |   |
| Depreciation                                                           |   |                    | 479,756     |   |   |   | 475,495 |   |
| Change in fair value of warrants                                       |   |                    | 913,009     |   |   |   | - |   |
| Accounts receivable                                                    |   |                    | -           |   |   |   | 88,503 |   |
| Inventories                                                            |   |                    | -           |   |   |   | 257,248 |   |
| Other current assets                                                   |   |                    | (269,919    | ) |   |   | - |   |
| Other assets                                                           |   |                    | -           |   |   |   | (25,000 | ) |
| Accounts payable                                                       |   |                    | 95,468      |   |   |   | 997,150 |   |
| Accounts payable-related parties                                       |   |                    | (81,222     | ) |   |   | (108,093 | ) |
| Accrued liabilities                                                    |   |                    | 228,441     |   |   |   | 205,998 |   |
| Payroll liabilities                                                    |   |                    | 658,059     |   |   |   | (9,567 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| Net cash used in operating activities                                  |   |                    | (644,466    | ) |   |   | (2,124,501 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| Investing activities:                                                  |   |                    |        |   |   |   |   |   |
| Purchases of property and equipment                                    |   |                    | -           |   |   |   | (119,975 | ) |
| Net cash used in investing activities                                  |   |                    | -           |   |   |   | (119,975 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| Financing activities:                                                  |   |                    |        |   |   |   |   |   |
| Proceeds from sales of common stock, net                               |   |                    | 583,633     |   |   |   | 1,016,414 |   |
| Proceeds from Debentures                                               |   |                    | -           |   |   |   | 693,385 |   |
| Proceeds from stock subscriptions                                      |   |                    | 69,600      |   |   |   | - |   |
| Proceeds from loans from shareholders                                  |   |                    | 16,818      |   |   |   | 453,073 |   |
|                                                                   |   |                    |        |   |   |   |   |   |
| Net cash provided by financing activities                              |   |                    | 670,051     |   |   |   | 2,162,872 |   |
|                                                                   |   |                    |        |   |   |   |   |   |
| Net increase in cash and cash equivalents                              |   |                    | 25,585      |   |   |   | (81,604 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| Cash and cash equivalents at beginning of year                         |   |                    | (1,063      | ) |   |   | 80,541 |   |
|                                                                   |   |                    |        |   |   |   |   |   |
| Cash and cash equivalents at end of year                               |   | $                       | 24,522      |   |   | $ | (1,063 | ) |
|                                                                   |   |                    |        |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION                                     |   |                    |        |   |   |   |   |   |
|                                                                   |   |                    |        |   |   |   |   |   |
| Cash paid during year for interest                                     |   | $                       | 6,000       |   |   | $ | 102,912 |   |
|                                                                   |   |                    |        |   |   |   |   |   |
| Non-cash Transactions:                                                 |   |                    |        |   |   |   |   |   |
| Notes payable converted to equity                                      |   |                    | 525,000     |   |   |   | 150,190 |   |
|                                                                   |   |                    |        |   |   |   |   |   |
|                                                                   |   | $                       | 525,000     |   |   | $ | 150,190 |   |

----

Table of Contents

|                                         |   | Common Stock |        |   |        |   |    |         |   |   |          |   |   |        |   |
|----------------------------------------------|--------|--------------|-------------|--------|-------------|--------|---------|--------------|--------|--------|---------------|--------|--------|-------------|--------|
|                                         |   |         |        |   | Dollars at  |   |    | Paid in Cap. |   |   | Stock         |   |   | Accumulated |   |   | Stockholders' |   |
|                                         |   | Shares       |        |   | Par ($.001) |   |    | Dollars $    |   |   | Subscriptions |   |   | Deficit     |   |   | Deficit |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |
| Balances 12/31/07                            |   |         | 42,373,732  |   |        | $      | 42,374  |         |   | $      | 428,709       |   |   | $           | -      |   |   | $ | (1,614,897 | ) |   | $ | (1,143,814 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for cash                |   |         | 4,413,859   |   |        |   | 4,414   |         |   |   | 1,012,000     |   |   |        |   |   |   |   |   |   |   |   | 1,016,414 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for services            |   |         | 3,468,334   |   |        |   | 3,468   |         |   |   | 457,120       |   |   |        |   |   |   |   |   |   |   |   | 460,588 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued to settle debt          |   |         | 1,287,333   |   |        |   | 1,287   |         |   |   | 148,903       |   |   |        |   |   |   |   |   |   |   |   | 150,190 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for payment of interest |   |         | 1,442,151   |   |        |   | 1,442   |         |   |   | 289,202       |   |   |        |   |   |   |   |   |   |   |   | 290,644 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Fair value of Warrants from issuances        |   |         |        |   |        |   |    |         |   |   | (752,866      | )      |   |        |   |   |   |   |   |   |   |   | (752,866 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Gain (loss) for year                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   | (4,602,863 | ) |   |   | (4,602,863 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Balances 12/31/08 (Restated) (Note 16)       |   |         | 52,985,409  |   |        | $      | 52,985  |         |   | $      | 1,583,068     |   |   | $           | -      |   |   | $ | (6,217,760 | ) |   | $ | (4,581,707 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for cash                |   |         | 5,030,000   |   |        |   | 5,030   |         |   |   | 578,603       |   |   |        |   |   |   |   |   |   |   |   | 583,633 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Stock subscriptions                          |   |         |        |   |        |   |    |         |   |   |          |   |   |        | 69,600 |   |   |   |   |   |   |   | 69,600 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for services            |   |         | 45,048,333  |   |        |   | 45,048  |         |   |   | 7,671,235     |   |   |        |   |   |   |   |   |   |   |   | 7,716,283 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued to settle debt          |   |         | 8,053,633   |   |        |   | 8,054   |         |   |   | 591,946       |   |   |        |   |   |   |   |   |   |   |   | 600,000 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Common shares issued for payment of interest |   |         | 4,600,000   |   |        |   | 4,600   |         |   |   | 976,056       |   |   |        |   |   |   |   |   |   |   |   | 980,656 |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Fair value of Warrants from issuances        |   |         |        |   |        |   |    |         |   |   | (851,327      | )      |   |        |   |   |   |   |   |   |   |   | (851,327 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Gain (loss) for year                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        | -      |   |   |   | (11,330,107 | ) |   |   | (11,330,107 | ) |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
|                                         |   |         |        |   |        |   |    |         |   |   |          |   |   |        |   |   |   |   |   |   |   |   |   |   |
| Balances 12/31/09 (Restated) (Note 16)       |   |         | 115,717,375 |   |        | $      | 115,717 |         |   | $      | 10,549,581    |   |   | $           | 69,600 |   |   | $ | (17,547,867 | ) |   | $ | (6,812,969 | ) |

----

Table of Contents

|   | • | Level 1—Quoted prices in active markets for identical instruments. |
|--------|---------|--------------------------------------------------------------------------|

|   | • | Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                          |   | December 31, |    |
|-------------------------------|--------|--------------|---------|
|                          |   | 2009         |    |   | 2008 |   |
| Advances to Aultra Gold, Inc. |   | $            | 269,919 |   |   | $ | - |   |
|                          |   |         |    |   |   |   |   |   |
| Total other current assets    |   | $            | 269,919 |   |   | $ | - |   |

|                                                       |   | December 31, |      |
|------------------------------------------------------------|--------|--------------|-----------|
|                                                       |   | 2009         |      |   | 2008 |   |
|                                                       |   |         |      |   |   |   |
| Mine and Mill Equipment                                    |   | $            | 2,398,776 |   |   | $ | 2,398,776 |   |
|                                                       |   | $            | 2,398,776 |   |   | $ | 2,398,776 |   |
| Less: accumulated depreciation, depletion and amortization |   |         | 1,632,253 |   |   |   | 1,152,497 |   |
| Net carrying value                                         |   | $            | 766,523   |   |   | $ | 1,246,279 |   |

|                        |   | December 31, |    |
|-----------------------------|--------|--------------|---------|
|                        |   | 2009         |    |   | 2008 |   |
| Performance Bond            |   | $            | 25,000  |   |   | $ | 25,000 |   |
| Security deposits and other |   |         | 154,852 |   |   |   | 154,852 |   |
|                        |   |         |    |   |   |   |   |   |
| Total other assets          |   | $            | 179,852 |   |   | $ | 179,852 |   |

----

Table of Contents

|                                        |   | December 31, |      |
|---------------------------------------------|--------|--------------|-----------|
|                                        |   | 2009         |      |   | 2008 |   |
| Accrued interest expense                    |   | $            | 648,856   |   |   | $ | 420,415 |   |
| Accounts payable                            |   |         | 1,312,177 |   |   |   | 1,217,256 |   |
| Accounts payable-related parties            |   |         | 141,391   |   |   |   | 222,613 |   |
|                                        |   |         |      |   |   |   |   |   |
| Total accrued expenses and accounts payable |   | $            | 2,102,424 |   |   | $ | 1,860,284 |   |

|                                    |   | December 31, |    |
|-----------------------------------------|--------|--------------|---------|
|                                    |   | 2009         |    |   | 2008 |   |
| Accrued federal and state payroll taxes |   | $            | 558,686 |   |   | $ | (99,373 | ) |
|                                    |   |         |    |   |   |   |   |   |
| Total payroll liabilities               |   | $            | 558,686 |   |   | $ | (99,373 | ) |

|                            |   | December 31, |   |
|---------------------------------|--------|--------------|--------|
|                            |   | 2009         |   |   | 2008 |   |
| Convertible Debentures          |   | $            | -      |   |   | $ | 525,000 |   |
|                            |   |         |   |   |   |   |   |   |
| Total convertible notes payable |   | $            | -      |   |   | $ | 525,000 |   |

----

Table of Contents

|                           |   | Warrants Outstanding |      |   | WeightedAverageExercisePrice |   |   |   AggregateIntrinsicValue |   |
|--------------------------------|--------|----------------------|-----------|--------|------------------------------|--------|--------|--------------------------------|--------|
|                           |   |                 |      |   |                         |   |   |                           |   |
| Outstanding, December 31, 2008 |   |                 | 1,916,667 |   |                         | $      | 0.97   |                           |   |   | - |   |
| Granted                        |   |                 | 5,860,833 |   |                         |   | 0.35   |                           |   |   | - |   |
| Forfeited/Expired              |   |                 | -         |   |                         |   | -      |                           |   |   | - |   |
| Exercised                      |   |                 | -         |   |                         |   | -      |                           |   |   | - |   |
| Outstanding, December 31, 2009 |   |                 | 7,777,500 |   |                         | $      | 0.56   |                           |   | $ | 0 |   |

----

Table of Contents

|   | (i) | Risk-Free Interest Rate.  The risk-free interest rates for the Warrants are based on U.S Treasury constant maturities for periods commensurate with the remaining expected holding periods of the warrants. |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                      |   | December 31, |    |
|-------------------------------------------|--------|--------------|---------|
|                                      |   | 2009         |    |   | 2008 |   |
|                                      |   |         |    |   |   |   |
| Weighted average risk-free interest rate  |   |         | 2.2     | % |   |   | 2.8 | % |
| Weighted average volatility               |   |         | 386.18  | % |   |   | 185.33 | % |
| Expected dividend yield                   |   |         | — |   |   |   | — |   |
| Weighted average expected life (in years) |   |         | 3.5     |   |   |   | 3.1 |   |

----

Table of Contents

| Warrants Outstanding |      | Exercise Price |   | Expiration Date |
|----------------------|-----------|----------------|--------|-----------------|
|                 | 500,000   |           | $      | 1.15            |   | January 5, 2013 |
|                 | 250,000   |           |   | 1.15            |   | January 5, 2013 |
|                 | 41,667    |           |   | 0.60            |   | February 27, 2010 |
|                 | 100,000   |           |   | 0.97            |   | February 27, 2010 |
|                 | 12,500    |           |   | 0.95            |   | April 14, 2013 |
|                 | 12,500    |           |   | 0.95            |   | April 14, 2013 |
|                 | 833,333   |           |   | 1.00            |   | September 4, 2010 |
|                 | 166,667   |           |   | 1.00            |   | September 4, 2010 |
|                 | 3,333,333 |           |   | 0.50            |   | March 12, 2011 |
|                 | 62,500    |           |   | 0.50            |   | June 9, 2012 |
|                 | 437,500   |           |   | 0.50            |   | June 9, 2012 |
|                 | 125,000   |           |   | 0.30            |   | October 5, 2012 |
|                 | 50,000    |           |   | 0.30            |   | October 21, 2012 |
|                 | 62,500    |           |   | 0.30            |   | November 16, 2012 |
|                 | 500,000   |           |   | 0.30            |   | November 18, 2012 |
|                 | 100,000   |           |   | 0.30            |   | November 18, 2012 |
|                 | 75,000    |           |   | 0.30            |   | November 24, 2012 |
|                 | 75,000    |           |   | 0.30            |   | November 29, 2012 |
|                 | 125,000   |           |   | 0.30            |   | December 4, 2012 |
|                 | 625,000   |           |   | 0.30            |   | December 9, 2014 |
|                 | 90,000    |           |   | 0.30            |   | December 9, 2012 |
|                 | 100,000   |           |   | 0.30            |   | December 16, 2012 |
|                 | 50,000    |           |   | 0.30            |   | December 16, 2012 |
|                 | 50,000    |           |   | 0.50            |   | December 16, 2012 |
|                 |      |           |   |            |   |   |
|                 | 7,777,500 |           |   |            |   |   |

----

Table of Contents

| 2009   |   | $      | 132,900 |   |
|--------|--------|--------|---------|--------|
| 2010   |   |   | 132,900 |   |
| 2011   |   |   | 132,900 |   |
| 2012   |   |   | 132,900 |   |
|   |   |   |    |   |
| Total  |   | $      | 531,600 |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                                                                                                                                              |   | As of December 31, 2009 |        |   | As of December 31, 2008 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|-------------|--------|-------------------------|--------|
|                                                                                                                                                                              |   | As reported             |        |   | Adjustment              |   |   | As Restated |   |   | As reported |   |   | Adjustment |   |   | As Restated |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| CURRENT ASSETS:                                                                                                                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents                                                                                                                                                         |   | $                       | 25,845      |   |                    | $      | (1,323 | ) |   | $ | 24,522 |   |   | $ | (1,063 | ) |   | $ | - |   |   | $ | (1,063 | ) |
| Other current assets                                                                                                                                                              |   |                    | 269,919     |   |                    |   | - |   |   |   | 269,919 |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total current assets                                                                                                                                                              |   |                    | 295,764     |   |                    |   | (1,323 | ) |   |   | 294,441 |   |   |   | (1,063 | ) |   |   | - |   |   |   | (1,063 | ) |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LONG-TERM ASSETS:                                                                                                                                                                 |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Property, plant and equipment at cost                                                                                                                                             |   |                    | 2,398,776   |   |                    |   | - |   |   |   | 2,398,776 |   |   |   | 2,398,776 |   |   |   | - |   |   |   | 2,398,776 |   |
| Less accumulated depreciation                                                                                                                                                     |   |                    | (1,632,253  | )      |                    |   | - |   |   |   | (1,632,253 | ) |   |   | (1,152,497 | ) |   |   | - |   |   |   | (1,152,497 | ) |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net property, plant and equipment                                                                                                                                                 |   |                    | 766,523     |   |                    |   | - |   |   |   | 766,523 |   |   |   | 1,246,279 |   |   |   | - |   |   |   | 1,246,279 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other assets                                                                                                                                                                      |   |                    | 179,852     |   |                    |   | - |   |   |   | 179,852 |   |   |   | 179,852 |   |   |   | - |   |   |   | 179,852 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                                                      |   | $                       | 1,242,139   |   |                    | $      | (1,323 | ) |   | $ | 1,240,816 |   |   | $ | 1,425,068 |   |   | $ | - |   |   | $ | 1,425,068 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES:                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounts payable                                                                                                                                                                  |   | $                       | 1,312,177   |   |                    | $      | 547 |   |   | $ | 1,312,724 |   |   | $ | 1,217,256 |   |   | $ | - |   |   | $ | 1,217,256 |   |
| Accounts payable-related parties                                                                                                                                                  |   |                    | 141,391     |   |                    |   | - |   |   |   | 141,391 |   |   |   | 222,613 |   |   |   | - |   |   |   | 222,613 |   |
| Notes payable - related parties                                                                                                                                                   |   |                    | 360,000     |   |                    |   | - |   |   |   | 360,000 |   |   |   | 453,072 |   |   |   | - |   |   |   | 453,072 |   |
| Convertible notes payable                                                                                                                                                         |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | 525,000 |   |   |   | - |   |   |   | 525,000 |   |
| Payroll liabilities                                                                                                                                                               |   |                    | 558,686     |   |                    |   | - |   |   |   | 558,686 |   |   |   | (99,373 | ) |   |   | - |   |   |   | (99,373 | ) |
| Accrued liabilities                                                                                                                                                               |   |                    | 648,856     |   |                    |   | - |   |   |   | 648,856 |   |   |   | 420,415 |   |   |   | - |   |   |   | 420,415 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total current liabilities                                                                                                                                                         |   |                    | 3,021,110   |   |                    |   | 547 |   |   |   | 3,021,657 |   |   |   | 2,738,983 |   |   |   | - |   |   |   | 2,738,983 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LONG-TERM LIABILITIES:                                                                                                                                                            |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Long-term notes payable-related parties                                                                                                                                           |   |                    | 2,514,926   |   |                    |   | - |   |   |   | 2,514,926 |   |   |   | 2,514,926 |   |   |   | - |   |   |   | 2,514,926 |   |
| Warrant liability                                                                                                                                                                 |   |                    | -           |   |                    |   | 2,517,202 |   |   |   | 2,517,202 |   |   |   | - |   |   |   | 752,866 |   |   |   | 752,866 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total long-term liabilities                                                                                                                                                       |   |                    | 2,514,926   |   |                    |   | 2,517,202 |   |   |   | 5,032,128 |   |   |   | 2,514,926 |   |   |   | 752,866 |   |   |   | 3,267,792 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES                                                                                                                                                                 |   |                    | 5,536,036   |   |                    |   | 2,517,749 |   |   |   | 8,053,785 |   |   |   | 5,253,909 |   |   |   | 752,866 |   |   |   | 6,006,775 |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Commitments and contingencies                                                                                                                                                     |   |                    |        |   |                    |   |   |   |   |   | - |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock, $.001 par value 500,000,000 shares authorized, 115,717,375 and  52,985,409 issued and outstanding at December 31, 2009 and December 31, 2008 respectively |   |                    | 115,717     |   |                    |   | - |   |   |   | 115,717 |   |   |   | 52,985 |   |   |   | - |   |   |   | 52,985 |   |
| Additional paid-in-capital                                                                                                                                                        |   |                    | 12,223,375  |   |                    |   | (1,673,794 | ) |   |   | 10,549,581 |   |   |   | 2,335,934 |   |   |   | (752,866 | ) |   |   | 1,583,068 |   |
| Stock subscriptions                                                                                                                                                               |   |                    | -           |   |                    |   | 69,600 |   |   |   | 69,600 |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Accumulated deficit                                                                                                                                                               |   |                    | (16,632,989 | )      |                    |   | (914,878 | ) |   |   | (17,547,867 | ) |   |   | (6,217,760 | ) |   |   | - |   |   |   | (6,217,760 | ) |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total stockholders' deficit                                                                                                                                                       |   |                    | (4,293,897  | )      |                    |   | (2,519,072 | ) |   |   | (6,812,969 | ) |   |   | (3,828,841 | ) |   |   | (752,866 | ) |   |   | (4,581,707 | ) |
|                                                                                                                                                                              |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                                                                                                                                       |   | $                       | 1,242,139   |   |                    | $      | (1,323 | ) |   | $ | 1,240,816 |   |   | $ | 1,425,068 |   |   | $ | - |   |   | $ | 1,425,068 |   |

----

Table of Contents

|                                         |   | As of December 31, 2009 |        |   | As of December 31, 2008 |   |
|----------------------------------------------|--------|-------------------------|-------------|--------|-------------------------|--------|
|                                         |   | As reported             |        |   | Adjustment              |   |   | As Restated |   |   | As reported |   |   | Adjustment |   |   | As Restated |   |
| Revenue                                      |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sales                                        |   | $                       | -           |   |                    | $      | - |   |   | $ | - |   |   | $ | 628,669 |   |   | $ | - |   |   | $ | 628,669 |   |
| Cost of sales                                |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | 2,084,135 |   |   |   | - |   |   |   | 2,084,135 |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross profit                                 |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | (1,455,466 | ) |   |   | - |   |   |   | (1,455,466 | ) |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operational Expenses                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Selling, general and administrative expenses |   |                    | 1,003,134   |   |                    |   | (24,924 | ) |   |   | 978,210 |   |   |   | 547,324 |   |   |   | (30,725 | ) |   |   | 516,599 |   |
| Professional fees                            |   |                    | 7,734,042   |   |                    |   | - |   |   |   | 7,734,042 |   |   | ` |   |   |   | 2,417 |   |   |   | 1,656,958 |   |
| Rent and repairs and maintenance             |   |                    | 2,442       |   |                    |   | 17,702 |   |   |   | 20,144 |   |   |   | 7,901 |   |   |   | 28,308 |   |   |   | 36,209 |   |
| Depreciation                                 |   |                    | 479,756     |   |                    |   | - |   |   |   | 479,756 |   |   |   | 475,495 |   |   |   | - |   |   |   | 475,495 |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total operating expenses                     |   |                    | 9,219,374   |   |                    |   | (7,222 | ) |   |   | 9,212,152 |   |   |   | 2,685,261 |   |   |   | - |   |   |   | 2,685,261 |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating loss                               |   |                    | (9,219,374  | )      |                    |   | 7,222 |   |   |   | (9,212,152 | ) |   |   | (4,140,727 | ) |   |   | - |   |   |   | (4,140,727 | ) |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other income (expense)                       |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest income (expense)                    |   |                    | (1,252,175  | )      |                    |   | 12,339 |   |   |   | (1,239,836 | ) |   |   | (616,740 | ) |   |   | - |   |   |   | (616,740 | ) |
| Change in fair value of warrants             |   |                    | -           |   |                    |   | (913,009 | ) |   |   | (913,009 | ) |   |   | - |   |   |   | - |   |   |   | - |   |
| Gain from extinguishment of debt             |   |                    | 56,320      |   |                    |   | (21,430 | ) |   |   | 34,890 |   |   |   | 154,604 |   |   |   | - |   |   |   | 154,604 |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before income taxes                   |   |                    | (10,415,229 | )      |                    |   | (914,878 | ) |   |   | (11,330,107 | ) |   |   | (4,602,863 | ) |   |   | - |   |   |   | (4,602,863 | ) |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income tax provision                         |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) for the period             |   |                    | (10,415,229 | )      |                    |   | (914,878 | ) |   |   | (11,330,107 | ) |   |   | (4,602,863 | ) |   |   | - |   |   |   | (4,602,863 | ) |
|                                         |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic earnings (loss) per share              |   | $                       | (0.12       | )      |                    | $      | (0.01 | ) |   | $ | (0.13 | ) |   | $ | (0.10 | ) |   | $ | - |   |   | $ | (0.10 | ) |
| Weighted average shares outstanding          |   |                    | 87,408,634  |   |                    |   | - |   |   |   | 87,408,634 |   |   |   | 47,830,490 |   |   |   | - |   |   |   | 47,830,490 |   |

----

Table of Contents

|                                                                   |   | As of December 31, 2009 |        |   | As of December 31, 2008 |   |
|------------------------------------------------------------------------|--------|-------------------------|-------------|--------|-------------------------|--------|
|                                                                   |   | As reported             |        |   | Adjustment              |   |   | As Restated |   |   | As reported |   |   | Adjustment |   |   | As Restated |   |
| Cash provided by (used in):                                            |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating activities:                                                  |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                               |   | $                       | (10,415,229 | )      |                    | $      | (914,878 | ) |   | $ | (11,330,107 | ) |   | $ | (4,602,863 | ) |   | $ | - |   |   | $ | (4,602,863 | ) |
| Adjustments to reconcile net loss to cash used by operating activities |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gain from extinguishment of debt                                       |   |                    | 56,320      |   |                    |   | (91,210 | ) |   |   | (34,890 | ) |   |   | (154,604 | ) |   |   | - |   |   |   | (154,604 | ) |
| Fair value of common stock issued for payment of interest expense      |   |                    | 1,010,656   |   |                    |   | (30,000 | ) |   |   | 980,656 |   |   |   | 290,644 |   |   |   | - |   |   |   | 290,644 |   |
| Fair value of common stock issued for services                         |   |                    | 7,362,369   |   |                    |   | 353,914 |   |   |   | 7,716,283 |   |   |   | 460,588 |   |   |   | - |   |   |   | 460,588 |   |
| Depreciation                                                           |   |                    | 479,756     |   |                    |   | - |   |   |   | 479,756 |   |   |   | 475,495 |   |   |   | - |   |   |   | 475,495 |   |
| Change in fair value of warrants                                       |   |                    | -           |   |                    |   | 913,009 |   |   |   | 913,009 |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Accounts receivable                                                    |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | 88,503 |   |   |   | - |   |   |   | 88,503 |   |
| Inventories                                                            |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | 257,248 |   |   |   | - |   |   |   | 257,248 |   |
| Other current assets                                                   |   |                    | (269,919    | )      |                    |   | - |   |   |   | (269,919 | ) |   |   | - |   |   |   | - |   |   |   | - |   |
| Other assets                                                           |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | (25,000 | ) |   |   | - |   |   |   | (25,000 | ) |
| Accounts payable                                                       |   |                    | 38,601      |   |                    |   | 56,867 |   |   |   | 95,468 |   |   |   | 997,150 |   |   |   | - |   |   |   | 997,150 |   |
| Accounts payable-related parties                                       |   |                    | (81,222     | )      |                    |   | - |   |   |   | (81,222 | ) |   |   | (108,093 | ) |   |   | - |   |   |   | (108,093 | ) |
| Accrued liabilities                                                    |   |                    | 228,441     |   |                    |   | - |   |   |   | 228,441 |   |   |   | 205,998 |   |   |   | - |   |   |   | 205,998 |   |
| Payroll liabilities                                                    |   |                    | 658,059     |   |                    |   | - |   |   |   | 658,059 |   |   |   | (9,567 | ) |   |   | - |   |   |   | (9,567 | ) |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net cash used by operating activities                                  |   |                    | (932,168    | )      |                    |   | 287,702 |   |   |   | (644,466 | ) |   |   | (2,124,501 | ) |   |   | - |   |   |   | (2,124,501 | ) |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Investing activities:                                                  |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchases of property and equipment                                    |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | (119,975 | ) |   |   | - |   |   |   | (119,975 | ) |
| Net cash used by investing activities                                  |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | (119,975 | ) |   |   | - |   |   |   | (119,975 | ) |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Financing activities:                                                  |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sales of common stock, net                               |   |                    | 1,052,148   |   |                    |   | (468,515 | ) |   |   | 583,633 |   |   |   | 1,016,414 |   |   |   | - |   |   |   | 1,016,414 |   |
| Proceeds from debentures                                               |   |                    | -           |   |                    |   | - |   |   |   | - |   |   |   | 693,385 |   |   |   | - |   |   |   | 693,385 |   |
| Proceeds from stock subscriptions                                      |   |                    | -           |   |                    |   | 69,600 |   |   |   | 69,600 |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Payments on shareholder loans                                          |   |                    | (93,072     | )      |                    |   | 93,072 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Proceeds from notes payable - related parties                          |   |                    | -           |   |                    |   | 16,818 |   |   |   | 16,818 |   |   |   | 453,073 |   |   |   | - |   |   |   | 453,073 |   |
| Net cash provided by financing activities                              |   |                    | 959,076     |   |                    |   | (289,025 | ) |   |   | 670,051 |   |   |   | 2,162,872 |   |   |   | - |   |   |   | 2,162,872 |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net increase/(decrease) in cash                                        |   |                    | 26,908      |   |                    |   | (1,323 | ) |   |   | 25,585 |   |   |   | (81,604 | ) |   |   | - |   |   |   | (81,604 | ) |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents at beginning of period                       |   |                    | (1,063      | )      |                    |   | - |   |   |   | (1,063 | ) |   |   | 80,541 |   |   |   | - |   |   |   | 80,541 |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents at end of period                             |   | $                       | 25,845      |   |                    | $      | (1,323 | ) |   | $ | 24,522 |   |   | $ | (1,063 | ) |   | $ | - |   |   | $ | (1,063 | ) |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION                                     |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash paid during year for interest                                     |   | $                       | 6,000       |   |                    | $      | - |   |   | $ | 6,000 |   |   | $ | 102,912 |   |   | $ | - |   |   | $ | 102,912 |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-cash Transactions:                                                 |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Notes payable converted to equity                                      |   |                    | 525,000     |   |                    |   | - |   |   |   | 525,000 |   |   |   | 150,190 |   |   |   | - |   |   |   | 150,190 |   |
|                                                                   |   |                    |        |   |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                   |   | $                       | 525,000     |   |                    | $      | - |   |   | $ | 525,000 |   |   | $ | 150,190 |   |   | $ | - |   |   | $ | 150,190 |   |

----

Table of Contents

----

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A(T).  Controls and Procedures

|   | 1. | Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

|   | 2. | Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 1. | Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions or the appropriate level of segregation of duties. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Audit Committee and Financial Expert.  The Company does not have a formal audit committee with a financial expert, and this the Company lacks the board oversight role within the financial reporting process. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ● | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ● | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

Item 9B.  Other Information

Item 10. Directors, Executive Officers, and Corporate Governance

| Name (1)         |   | Age    |   | Title                             |
|------------------|--------|--------|--------|-----------------------------------|
|             |   |   |   |                              |
| Daniel W. Hollis |   | 58     |   | Chief Executive Officer, Director |
|             |   |   |   |                              |
| Steven Keaveney  |   | 46     |   | Chief Financial Officer           |
|             |   |   |   |                              |
| Lance Rosmarin   |   | 46     |   | Secretary, Director               |

----

Table of Contents

Item 11. Executive Compensation.

| Name andPrincipal Position |   |   | Year   |   |   | Salary |   | Bonus  |   | Option Awards |   |   | Non-Equity Incentive Plan Compensation |   |   | All Other Compensation |   |   | Total  |   |
|----------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|---------------|--------|--------|----------------------------------------|--------|--------|------------------------|--------|--------|--------|--------|
| Daniel W. Hollis, Chief    |   |   | 2009   |   |   | $      | 96,000 |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | 96,000 |   |
| Executive Officer and      |   |   | 2008   |   |   | $      | 60,000 |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | 60,000 |   |
| Director                   |   |   | 2007   |   |   |   |   |   |   |          |   |   |                                   |   |   |                   |   |   |   |   |   |   |   |   |   |
|                       |   |   |   |   |   |   |   |   |   |          |   |   |                                   |   |   |                   |   |   |   |   |   |   |   |   |   |
| Ewald Dienhart,            |   |   | 2009   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | -- |   |
| Chairman                   |   |   | 2008   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   | 2007   |   |   |   | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   |   |   |   |   |   |   |   |          |   |   |                                   |   |   |                   |   |   |   |   |   |   |   |   |   |
| Wilhwelm Debor             |   |   | 2009   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
| Director                   |   |   | 2008   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   | 2007   |   |   |   | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   |   |   |   |   |   |   |   |          |   |   |                                   |   |   |                   |   |   |   |   |   |   |   |   |   |
| Lance Rosmarin,            |   |   | 2009   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
| Secretary and Director     |   |   | 2008   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   | 2007   |   |   |   | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   |   |   |   |   |   |   |   |          |   |   |                                   |   |   |                   |   |   |   |   |   |   |   |   |   |
| Steven Keaveney            |   |   | 2009   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
| Chief Financial Officer    |   |   | 2008   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |
|                       |   |   | 2007   |   |   | $      | -      |   | -      |          |   | -      |                                   |   |   | -                      |   |   |   | -      |   |   |   | - |   |

----

Table of Contents

|                                                   |   | Option awards                                              |    |   | Stock awards                                                 |   |
|--------------------------------------------------------|--------|------------------------------------------------------------|---------|--------|--------------------------------------------------------------|--------|
| Name and Principal Position                            |   | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable |    |   | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable |   |   | OptionExercisePrice($) |   |   | OptionExpirationDate |   |   | Numberof Sharesor Unitsof StockthatHave NotVested |   |   | MarketValueofShares orUnits ofStockthatHave NotVested |   |   | EquityIncentive PlanAwards : Number ofUnearnedShares, Units orOtherRights thatHave NotVested |   |   | EquityIncentive PlanAwards:Market orPayout Valueof UnearnedShares, Unitsor OtherRights thatHave NotVested |   |
| Daniel W. Hollis, Chief Executive Officer and Director |   |                                                       | — |   |                                                         |   | — |   |   | $ | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                   |   |                                                       |    |   |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ewald Dienhart, Chairman                               |   |                                                       | — |   |                                                         |   | — |   |   | $ | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                   |   |                                                       |    |   |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Lance Rosmarin, Secretary and Director                 |   |                                                       | — |   |                                                         |   | — |   |   | $ | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                   |   |                                                       |    |   |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Steven Keaveney                                        |   |                                                       | — |   |                                                         |   | — |   |   | $ | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

| Name and Address (1)                                                            |   | Beneficial Ownership (2) |   | Percentage of Class |
|---------------------------------------------------------------------------------|--------|--------------------------|--------|---------------------|
| Ewald J. Dienhart, Embassy Group, 1911 Embassy Drive, West Palm Beach, FL 33401 |   | 17,800,000               |   | 15.5%               |
|                                                                            |   |                     |   |                |
| C&H Capital, Inc.  2020 Stone Meadow Way, Cumming, GA, 30041      |   | 7,415,800                |   | 4.8%                |
|                                                                            |   |                     |   |                |
| Thor Enterprises International Inc., 551 Fifth Ave., New York NY 10017          |   | 6,082,975                |   | 5.3%                |
|                                                                            |   |                     |   |                |
| Daniel W. Hollis, 3500 Lenox Rd, Suite 1500, Atlanta, GA 30326                  |   | 9,000,000                |   | 7.8%                |
|                                                                            |   |                     |   |                |
| Brenda Cooke, 6430 Cobble Lane, Harrison, TN, 37341                             |   | 6,630,000                |   | 5.8%                |

----

Table of Contents

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services.

|               |   | 2009   |   |   | 2008   |   |
|--------------------|--------|--------|--------|--------|--------|--------|
|               |   |   |   |   |   |   |
| Audit fees (1)     |   | $      | 5,000  |   |   | $      | 2,250 |   |
| Audit-related fees |   | $      | 0      |   |   | $      | 0 |   |
| Tax fees (2)       |   | $      | 1,000  |   |   | $      | 1,000 |   |
| All other fees     |   | $      | 750    |   |   | $      | 750 |   |

----

Table of Contents

Item 15. Exhibits, List and Reports on Form 8-K.

| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.1         |   | Agreement, dated July 22, 1996, by and between Ogden, McDonald & Company and Worldwide PetroMoly Inc., incorporated herein by reference to the Company's Current Report on Form 8-K filed on August 2 1996.                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.2         |   | Agreement and Plan of Merger, dated April 30, 2001, among Small Town Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and certain individual shareholders of Small Town Radio, Inc., as amended and restated, incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on May 7, 2001. |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.3         |   | Agreement and Plan of Merger, dated as of May 28, 2002, by and between Worldwide PetroMoly, Inc. and Small Town Radio, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 10-K filed on October 15, 2002.                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.4         |   | Warranty Bill of Sale and Assignment, dated June 25, 2002, among Greenwood Communications Corp., Ann B. Greenwood and Small Town Radio, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.5         |   | Share Exchange Agreement, dated January 4, 2007, by and between Dutch Gold Resources, Inc. and Dutch Mining, LLC, incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed January 25, 2007.                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.6         |   | Exchange Agreement, dated June 23, 2010, by and between Dutch Gold Resources, Inc. and Embassy International, LLC . incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed July 1, 2010.                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.1         |   | Articles of Amendment to the Articles  of Incorporation of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 4.2  to the Company’s Form S-8 filed on November 13, 1996.                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.2         |   | Articles of Incorporation of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 3.1 to the Form SB-2 filed on September 26, 2001.                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.3         |   | Bylaws of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 3.2 to the Form SB-2 filed on September 26, 2001.                                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.4         |   | Articles of Incorporation of Small Town Radio, Inc. , incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-K filed on October 15, 2002.                                                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.5         |   | Bylaws of Small Town Radio, Inc. incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed on October 15, 2002                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.1         |   | Certificate of Designation, Rights and Preferences of Series A Convertible Preferred Stock*                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.2         |   | $5,000 Demand Note of the Company, dated February 3, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.12 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.3         |   | $25,000 Demand Note of the Company, dated March 26, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.13 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.4         |   | $25,000 Demand Note, dated June 4, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.14 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.5         |   | $12,500 Demand Note, dated June 29, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                          |

----

Table of Contents

| 4.6          |   | $50,000 Demand Note of the Company, dated August 3, 2001, issued to John F. McMullan, incorporated herein by reference to Exhibit 10.16 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).              |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                   |
| 4.7          |   | $216,000 Secured Note of the Company dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 4.8          |   | Note Purchase Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed  on June 17, 2002.                                             |
|         |   |                                                                                                                                                                                                                                                                   |
| 4.9          |   | Security Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on  June 17, 2002.                                                  |
|         |   |                                                                                                                                                                                                                                                                   |
| 4.10         |   | Warrant to Purchase Common Stock of the Company, dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                  |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.1         |   | Employment Agreement, dated as of August 1,1996, between the Company and Gilbert Gertner, incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-K filed on October 7, 1996.                                                                        |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.2         |   | Employment Agreement, dated as of August 1,1996, between the Company and James R. Danner, incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-K filed on October 7, 1996.                                                                        |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.3         |   | Employment Agreement, dated as of August 1,1996, between the Company and Fred Lehmen, incorporated herein by reference to Exhibit 10.2 to the Company's Form 10-K filed on October 7, 1996.                                                                            |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.4         |   | Employment Agreement, dated as of August 1,1996, between the Company and Lance Rosemarin, incorporated herein by reference to Exhibit 10.3 to the Company's Form 10-K filed on October 7, 1996.                                                                        |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.5         |   | Stock Purchase Agreement, dated June 7, 2001, by and among Worldwide Petromoly, Inc. and Gilbert Gertner, incorporated herein by referenced to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 15, 2001.                                         |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.6         |   | Purchase and Sale Agreement, dated August 16, 2001, by and between Merchants Broadcasting Systems of Southwest Georgia and Worldwide PetroMoly, Inc., incorporated herein by reference to Exhibit 10.10 to the Form SB-2 filed on September 26, 2001.                  |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.7         |   | Private Equity Line of Credit Agreement, dated as of September 25, 2001, by and between Grenville Financial LTD. and Worldwide PetroMoly, Inc., incorporated herein by reference to Exhibit 1.1 to the Form SB-2 filed on September 26, 2001.                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.8         |   | First Amended Porter Land Consulting Agreement, dated April 16, 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.2 to the Form SB-2 filed on September 26, 2001.                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.9         |   | First Amendment to First Amended Porter Land Consulting Agreement ,  dated July 31 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.3 to the Form SB-2 filed on September 26, 2001. |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.10        |   | Letter Agreement regarding Porter Lane Termination, dated August 10, 2001, incorporated herein by reference to Exhibit 10.1.4 to the Form SB-2 filed on September 26, 2001.                                                                                            |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.11† |   | Worldwide PetroMoly, Inc. Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8  filed on August 13, 2001 (File No. 333-67404).                                                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.12        |   | Lease Agreement, dated August 10, 2001, with HQ Global Workplaces, Inc., incorporated herein by reference to Exhibit 10.2.1 to the Form SB-2 filed on September 26, 2001.                                                                                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.13        |   | Agreement with PGK Media Staffing Networking, Inc., incorporated herein by reference to Exhibit 10.3 to the Form SB-2 filed on September 26, 2001.                                                                                                                     |

----

Table of Contents

| 10.14        |   | Studio Design Agreement, dated April 20, 2001, by and between Worldwide PetroMoly, Inc. and Harris Corporation, incorporated herein by reference to Exhibit 10.4 to the Form SB-2 filed on September 26, 2001.                                                        |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                  |
| 10.15        |   | Consulting Agreement, dated March 13, 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.1 to the Form SB-2 filed on September 26, 2001.                                                       |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.16        |   | Consulting Agreement, dated July 18, 2001, by and between Worldwide PetroMoly, Inc. and NuMark Corporation , incorporated herein by reference to Exhibit 10.5 to the Form SB-2 filed on September 26, 2001.                                                           |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.17        |   | Finder Agreement, dated June 20, 2001, by and between Worldwide PetroMoly, Inc. and Atlas Capital Services, Inc., incorporated herein by reference to Exhibit 10.7 to the Form SB-2 filed on September 26, 2001.                                                      |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.18        |   | Consulting Agreement, dated June 21, 200, by and between Worldwide PetroMoly, Inc. and Pacific Resource Group, Inc., incorporated herein by reference to Exhibit 10.8 to the Form SB-2 filed on September 26, 2001.                                                   |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.19        |   | Consulting Agreement, dated August 13, 2001, by and between Worldwide PetroMoly, Inc. and CEO Headlines, Inc., incorporated herein by reference to Exhibit 10.9 to the Form SB-2 filed on September 26, 2001.                                                         |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.20        |   | Consulting Agreement, dated September 10, 2001, by and between Worldwide PetroMoly, Inc. and Richard P Smyth, incorporated herein by reference to Exhibit 10.11 to the Form SB-2 filed on September 26, 2001.                                                         |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.21        |   | Media Services Letter of Intent, dated August 7, 2001, by and between Worldwide PetroMoly, Inc. and Fall Line Media, Inc., incorporated herein by reference to Exhibit 10.17 to the Form SB-2 filed on September 26, 2001.                                            |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.22        |   | Letter of Intent, dated August 13, 2001, by and between Worldwide PetroMoly, Inc. and Greenwood Communications corporation, incorporated herein by reference to Exhibit 10.18 to the Form SB-2 filed on September 26, 2001.                                           |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.23        |   | Letter Agreement, dated August 13, 2001, by and between Small Town Radio, Inc. and Kempff Communications Company, incorporated herein by reference to Exhibit 10.19 to the Form SB-2 filed on September 26, 2001.                                                     |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.24        |   | Employment Agreement, dated as of July 30, 2001, by and between the Company and Donald L. Boyd, incorporated herein by reference to Exhibit 10.20 to the Company's Registration Statement on Form SB-2 filed on September 26, 2001 (File No. 333-70176).              |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.25        |   | Employment Agreement, dated as of August 1, 2001, by and between the Company and Robert Vail, incorporated herein by reference to Exhibit 10.21 to the Company's Registration Statement on Form SB-2 filed on September 26, 2001 (File No. 333-70176).                |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.26        |   | Consulting Agreement, dated as of September 10, 2001, by and between the Company and Richard P. Smyth, incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).                                   |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.27† |   | Small Town Radio, Inc. Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 to the Company's Form S-8  filed November 6, 2002.                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.28        |   | Commercial Lease Agreement, dated June 25, 2002, by and between Greenwood Communications Corp. and the Company, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 17, 2002.                                     |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.29        |   | Asset Purchase Agreement, dated February 28, 2004, by and between Small Town Radio, Inc. and USK Broadcasting, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 12, 2003.                             |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.30        |   | Asset Purchase Agreement, dated December 31, 2009, among Dutch Gold Resources, Inc., DGRI AGDI Acquisition Corporation and Aultra Gold, Inc., incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 12, 2010. |
|         |   |                                                                                                                                                                                                                                                                  |
| 10.31        |   | Stock Purchase Agreement, dated December 31, 2009, among Dutch Gold Resources, Inc., Rauno Perttu, and Strategic Minerals, Inc., incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 12, 2010.              |

----

Table of Contents

| 21.1   |   | List of Subsidiaries. *                                                                                                                                                                                                     |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                        |
| 31.1*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Daniel W. Hollis, Chief Executive Officer of the Company. |
|   |   |                                                                                                                                                                                                                        |
| 31.2*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Steven Keveaney, Chief Financial Officer of the Company.  |
|   |   |                                                                                                                                                                                                                        |
| 32.1*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Daniel W. Hollis, Chief Executive Officer of the Company. |
|   |   |                                                                                                                                                                                                                        |
| 32.2*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Steven Keveaney, Chief Financial Officer of the Company.  |

----

Table of Contents

SIGNATURES

| DUTCH GOLD RESOURCES, INC. |                                                |
|----------------------------|-----------------------------------------------------|
|                       |                                                |   |
| By:                        | /s/ Daniel W. Hollis                                |   |
|                       | Daniel W. Hollis, Chief Executive Officer, Director |   |
|                       | (principal executive officer)                       |   |
|                       |                                                |   |
| By:                        | /s/Steven Keaveney                                  |   |
|                       | Steven Keaveney, Chief Financial officer, Director  |   |
|                       | (principal accounting officer)                      |   |
|                       |                                                |   |
| By                         | /s/ Lance Rosmarin                                  |   |
|                       | Lance Rosmarin                                      |   |
|                       | Secretary, Director                                 |   |

----

Table of Contents

| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.1         |   | Agreement, dated July 22, 1996, by and between Ogden, McDonald & Company and Worldwide PetroMoly Inc., incorporated herein by reference to the Company's Current Report on Form 8-K filed on August 2 1996.                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.2         |   | Agreement and Plan of Merger, dated April 30, 2001, among Small Town Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and certain individual shareholders of Small Town Radio, Inc., as amended and restated, incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on May 7, 2001. |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.3         |   | Agreement and Plan of Merger, dated as of May 28, 2002, by and between Worldwide PetroMoly, Inc. and Small Town Radio, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 10-K filed on October 15, 2002.                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.4         |   | Warranty Bill of Sale and Assignment, dated June 25, 2002, among Greenwood Communications Corp., Ann B. Greenwood and Small Town Radio, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.5         |   | Share Exchange Agreement, dated January 4, 2007, by and between Dutch Gold Resources, Inc. and Dutch Mining, LLC, incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed January 25, 2007.                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 2.6         |   | Exchange Agreement, dated June 23, 2010, by and between Dutch Gold Resources, Inc. and Embassy International, LLC . incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed July 1, 2010.                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.1         |   | Articles of Amendment to the Articles  of Incorporation of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 4.2  to the Company’s Form S-8 filed on November 13, 1996.                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.2         |   | Articles of Incorporation of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 3.1 to the Form SB-2 filed on September 26, 2001.                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.3         |   | Bylaws of Ogden, McDonald & Company, incorporated herein by reference to Exhibit 3.2 to the Form SB-2 filed on September 26, 2001.                                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.4         |   | Articles of Incorporation of Small Town Radio, Inc. , incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-K filed on October 15, 2002.                                                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 3.5         |   | Bylaws of Small Town Radio, Inc. incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed on October 15, 2002                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.1         |   | Certificate of Designation, Rights and Preferences of Series A Convertible Preferred Stock*                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.2         |   | $5,000 Demand Note of the Company, dated February 3, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.12 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.3         |   | $25,000 Demand Note of the Company, dated March 26, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.13 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.4         |   | $25,000 Demand Note, dated June 4, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.14 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.5         |   | $12,500 Demand Note, dated June 29, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.6         |   | $50,000 Demand Note of the Company, dated August 3, 2001, issued to John F. McMullan, incorporated herein by reference to Exhibit 10.16 to the Company's Registration Statement on Form SB-2 filed on  September 26, 2001 (File No. 333-70176).                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.7         |   | $216,000 Secured Note of the Company dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.8         |   | Note Purchase Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed  on June 17, 2002.                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.9         |   | Security Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on  June 17, 2002.                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.10        |   | Warrant to Purchase Common Stock of the Company, dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 17, 2002.                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.1        |   | Employment Agreement, dated as of August 1,1996, between the Company and Gilbert Gertner, incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-K filed on October 7, 1996.                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.2        |   | Employment Agreement, dated as of August 1,1996, between the Company and James R. Danner, incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-K filed on October 7, 1996.                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.3        |   | Employment Agreement, dated as of August 1,1996, between the Company and Fred Lehmen, incorporated herein by reference to Exhibit 10.2 to the Company's Form 10-K filed on October 7, 1996.                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.4        |   | Employment Agreement, dated as of August 1,1996, between the Company and Lance Rosemarin, incorporated herein by reference to Exhibit 10.3 to the Company's Form 10-K filed on October 7, 1996.                                                                                                                                                            |

----

Table of Contents

| 10.5         |   | Stock Purchase Agreement, dated June 7, 2001, by and among Worldwide Petromoly, Inc. and Gilbert Gertner, incorporated herein by referenced to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 15, 2001.                                         |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                   |
| 10.6         |   | Purchase and Sale Agreement, dated August 16, 2001, by and between Merchants Broadcasting Systems of Southwest Georgia and Worldwide PetroMoly, Inc., incorporated herein by reference to Exhibit 10.10 to the Form SB-2 filed on September 26, 2001.                  |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.7         |   | Private Equity Line of Credit Agreement, dated as of September 25, 2001, by and between Grenville Financial LTD. and Worldwide PetroMoly, Inc., incorporated herein by reference to Exhibit 1.1 to the Form SB-2 filed on September 26, 2001.                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.8         |   | First Amended Porter Land Consulting Agreement, dated April 16, 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.2 to the Form SB-2 filed on September 26, 2001.                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.9         |   | First Amendment to First Amended Porter Land Consulting Agreement ,  dated July 31 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.3 to the Form SB-2 filed on September 26, 2001. |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.10        |   | Letter Agreement regarding Porter Lane Termination, dated August 10, 2001, incorporated herein by reference to Exhibit 10.1.4 to the Form SB-2 filed on September 26, 2001.                                                                                            |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.11† |   | Worldwide PetroMoly, Inc. Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8  filed on August 13, 2001 (File No. 333-67404).                                                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.12        |   | Lease Agreement, dated August 10, 2001, with HQ Global Workplaces, Inc., incorporated herein by reference to Exhibit 10.2.1 to the Form SB-2 filed on September 26, 2001.                                                                                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.13        |   | Agreement with PGK Media Staffing Networking, Inc., incorporated herein by reference to Exhibit 10.3 to the Form SB-2 filed on September 26, 2001.                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.14        |   | Studio Design Agreement, dated April 20, 2001, by and between Worldwide PetroMoly, Inc. and Harris Corporation, incorporated herein by reference to Exhibit 10.4 to the Form SB-2 filed on September 26, 2001.                                                         |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.15        |   | Consulting Agreement, dated March 13, 2001, by and between Small Town Radio and Porter Lane Investments, Inc., incorporated herein by reference to Exhibit 10.1.1 to the Form SB-2 filed on September 26, 2001.                                                        |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.16        |   | Consulting Agreement, dated July 18, 2001, by and between Worldwide PetroMoly, Inc. and NuMark Corporation , incorporated herein by reference to Exhibit 10.5 to the Form SB-2 filed on September 26, 2001.                                                            |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.17        |   | Finder Agreement, dated June 20, 2001, by and between Worldwide PetroMoly, Inc. and Atlas Capital Services, Inc., incorporated herein by reference to Exhibit 10.7 to the Form SB-2 filed on September 26, 2001.                                                       |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.18        |   | Consulting Agreement, dated June 21, 200, by and between Worldwide PetroMoly, Inc. and Pacific Resource Group, Inc., incorporated herein by reference to Exhibit 10.8 to the Form SB-2 filed on September 26, 2001.                                                    |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.19        |   | Consulting Agreement, dated August 13, 2001, by and between Worldwide PetroMoly, Inc. and CEO Headlines, Inc., incorporated herein by reference to Exhibit 10.9 to the Form SB-2 filed on September 26, 2001.                                                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.20        |   | Consulting Agreement, dated September 10, 2001, by and between Worldwide PetroMoly, Inc. and Richard P Smyth, incorporated herein by reference to Exhibit 10.11 to the Form SB-2 filed on September 26, 2001.                                                          |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.21        |   | Media Services Letter of Intent, dated August 7, 2001, by and between Worldwide PetroMoly, Inc. and Fall Line Media, Inc., incorporated herein by reference to Exhibit 10.17 to the Form SB-2 filed on September 26, 2001.                                             |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.22        |   | Letter of Intent, dated August 13, 2001, by and between Worldwide PetroMoly, Inc. and Greenwood Communications corporation, incorporated herein by reference to Exhibit 10.18 to the Form SB-2 filed on September 26, 2001.                                            |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.23        |   | Letter Agreement, dated August 13, 2001, by and between Small Town Radio, Inc. and Kempff Communications Company, incorporated herein by reference to Exhibit 10.19 to the Form SB-2 filed on September 26, 2001.                                                      |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.24        |   | Employment Agreement, dated as of July 30, 2001, by and between the Company and Donald L. Boyd, incorporated herein by reference to Exhibit 10.20 to the Company's Registration Statement on Form SB-2 filed on September 26, 2001 (File No. 333-70176).               |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.25        |   | Employment Agreement, dated as of August 1, 2001, by and between the Company and Robert Vail, incorporated herein by reference to Exhibit 10.21 to the Company's Registration Statement on Form SB-2 filed on September 26, 2001 (File No. 333-70176).                 |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.26        |   | Consulting Agreement, dated as of September 10, 2001, by and between the Company and Richard P. Smyth, incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).                                    |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.27† |   | Small Town Radio, Inc. Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 to the Company's Form S-8  filed November 6, 2002.                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.28        |   | Commercial Lease Agreement, dated June 25, 2002, by and between Greenwood Communications Corp. and the Company, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 17, 2002.                                      |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.29        |   | Asset Purchase Agreement, dated February 28, 2004, by and between Small Town Radio, Inc. and USK Broadcasting, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 12, 2003.                              |
|         |   |                                                                                                                                                                                                                                                                   |
| 10.30        |   | Asset Purchase Agreement, dated December 31, 2009, among Dutch Gold Resources, Inc., DGRI AGDI Acquisition Corporation and Aultra Gold, Inc., incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 12, 2010.  |

----

Table of Contents

| 10.31  |   | Stock Purchase Agreement, dated December 31, 2009, among Dutch Gold Resources, Inc., Rauno Perttu, and Strategic Minerals, Inc., incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 12, 2010. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                     |
| 21.1   |   | List of Subsidiaries. *                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                     |
| 31.1*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Daniel W. Hollis, Chief Executive Officer of the Company.                              |
|   |   |                                                                                                                                                                                                                                                     |
| 31.2*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Steven Keveaney, Chief Financial Officer of the Company.                               |
|   |   |                                                                                                                                                                                                                                                     |
| 32.1*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Daniel W. Hollis, Chief Executive Officer of the Company.                              |
|   |   |                                                                                                                                                                                                                                                     |
| 32.2*  |   | Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204), dated April 15, 2010, executed by Steven Keveaney, Chief Financial Officer of the Company.                               |

----