UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549





FORM 10-K/A


(Amendment No. 3)





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





For the fiscal year ended December 31, 2009.





Commission file number: 333-72163





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





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





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





(404) 419-2440


(Issuer's Telephone Number, Including Area Code)





Securities registered under Section 12(b) of the Exchange Act:   None





Securities registered under Section 12(g) of the Exchange Act:    Common Stock, par value $0.001 per share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    ̈   No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ̈ No x





Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files.


Yes   ̈    No  ̈ (Not required by smaller reporting companies)





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No x





As of April 15, 2010, the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing price of such shares was approximately $18,514,780.





As of April 15, 2010, there were 115, 717, 375 shares of the Registrant’s common stock issued and outstanding.





Explanatory Note: This 10-K/A amends our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, which was originally filed with the SEC on May 24, 2011 and subsequently amended on May 24, 2011 and August 29, 2011.













TABLE OF CONTENTS





PART IITEM 1.

Business
7ITEM 1A.

Risk Factors
10ITEM 1B.

Unresolved Staff Comments
17ITEM 2.

Properties
17ITEM 3.

Legal Proceedings
29ITEM 4.

(Removed and Reserved)
29PART IIITEM 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
30ITEM 6.

Selected Financial Data
31ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
31ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk
33ITEM 8

Financial Statements and Supplementary Data
33ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
34ITEM 9.A(T)

Controls and Procedures
34ITEM 9B.

Other Information.
36PART IIIITEM 10.

Directors and Executive Officers and Corporate Governance
37ITEM 11.

Executive Compensation
38ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
39ITEM 13.

Certain Relationships and Related Transactions and Director Independence
40ITEM 14.

Principal Accounting Fees and Services
40ITEM 15.

Exhibits; Financial Statement Schedules
41SIGNATURES
45CERTIFICATIONS





2




FORWARD-LOOKING STATEMENTS





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





These statements include, but are not limited to, comments regarding:





The establishment and estimates of mineralization;·
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;·
Factors impacting our results of operations;





Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:





·
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 mineralization;·
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;  3
  ·
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.”




This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties,” “Description of the Business” and “Management’s Discussion and Analysis” of this Annual Report.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.




Stockholders and other users of this Annual Report on Form 10-K are urged to carefully consider these factors in connection with the forward-looking statements. We do not intend to publicly release any revisions to any forward-looking statements contained herein to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.





CAUTIONARY NOTE TO UNITED STATES INVESTORS





The United States Securities and Exchange Commission (SEC) Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.   Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar.shtml





We also note that drilling results are not indicative of mineralized material in other areas where we have mining interests. Furthermore, mineralized material identified on our properties does not and may never have demonstrated economic or legal viability.








GLOSSARY OF MINING TERMS





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.Production stage

A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral mineralization to produce a marketable metal or mineral product.




4




1 For Industry Guide 7 purposes 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 is justified.





Additional definitions for terms used in this Annual Report filed on Form 10-K.





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 mineralization, 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 displacementFeasibility 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.
  5
  Mining:

The process of extraction and beneficiation of mineral mineralization to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral mineralization are expanded during the life of the mine operations as the exploration potential of the deposit is realized.




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.





In this report, “opt” represents troy ounces per short ton, “gpt” represents grams per metric tonne, “ft.” represents feet, “m” represents meters, “km” represents kilometer, and “sq.” represents square. All of our financial information is reported in U.S. dollars.





6





PART I





ITEM 1.
BUSINESS HISTORY AND ORGANIZATION





Dutch Gold Resources, Inc. (the “Company” or “Registrant” or “Dutch Gold”) is a precious metals exploration stage company engaged in the business of acquiring, exploring and developing mineral properties in North America. Dutch Gold Resources, Inc. (the “Company” or “Registrant” or “Dutch Gold” or “DGRI”) was incorporated in Colorado on October 13, 1989 as Ogden, McDonald & Company.  On July 22, 1996, Ogden, McDonald & Company completed a transaction pursuant to which the shareholders of Worldwide PetroMoly Corporation, a Texas corporation, acquired approximately 90.6% of the shares outstanding in Ogden, McDonald & Company. On October 11, 1996, Ogden, McDonald & Company changed its name to Worldwide PetroMoly, Inc.





On June 1, 2001, Small Town Radio, Inc., a Georgia corporation ("Small Town Georgia"), was merged into a subsidiary of our Company. In connection with our acquisition of Small Town Georgia, on June 7, 2001, we sold all of the share capital of Worldwide PetroMoly to Mr. Gilbert Gertner, our former Chairman of the Board.





On May 23, 2002, Small Town Georgia was renamed "Small Town Radio of Georgia" in preparation for our reincorporation as a Nevada corporation. On May 28, 2002, Worldwide PetroMoly, Inc. was merged with and into Small Town Radio, Inc., a newly created Nevada corporation, in an incorporation merger.





The Company changed its name to Tombstone Western Resources, Inc. on May 1, 2006 and refocused to become a natural resources company.  On December 7, 2006, the Company changed its name to Dutch Gold Resources, Inc. On January 16, 2007, the Registrant, Dutch Gold Resources, Inc. consummated the terms of its Share Exchange Agreement (the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the Registrant issued 24,000,000 shares of its Common Stock to the Dutch Mining equity holders and their designees in exchange for all of the issued and outstanding equity interests of Dutch Mining (the “Exchange”). Following the Exchange, Dutch Mining became a wholly-owned subsidiary of the Registrant and the Registrant had a total of 30,256,144 shares of Common Stock issued and outstanding.  We presently hold an interest in properties in Nevada, Montana and  Oregon.   We are currently in the exploration stage and have not generated revenue from operations since 2008.





In January 2010, we acquired the assets of Aultra Gold, Inc., (AGDI) , now known as Shamika 2 Gold, Inc., significantly increasing our land position.  The assets of Aultra Gold, Inc. included a portfolio of properties in Nevada and Montana. Subsequently, Aultra Gold, Inc., completed a reverse merger with Shamika 2 Gold, Inc., whereby Shamika Resources, Inc. became the controlling shareholder and Dutch Gold ceased to be an affiliate of Shamika 2 Gold, Inc.





On March 26, 2010, AGDI entered into an Agreement and Plan of Share Exchange (the “Agreement”) with Shamika2 Gold Inc., a Canadian  Corporation (“Shamika”) and the shareholders of Shamika (the “Shamika Holders”).  Pursuant to the Agreement, AGDI acquired all of the outstanding shares (the “Shamika Shares”) from the Shamika Holders in exchange  for the aggregate of  50,000,000 shares of the AGDI’s common stock, par value $0.001 per share (the “Common Stock”) (the “Exchange”).





The Company currently operates in one segment exploring mineral properties .





Overview of Business and Properties





Our objective is to increase the value of our shares through the exploration, development and extraction of gold, silver and other valuable minerals. We generally conduct our business as sole operator, but we may enter into arrangements with other companies through joint venture or similar agreements in an effort to achieve our strategic objectives. We own or lease our mineral interests and properties and operate our business through various subsidiary companies, each of which is owned entirely, directly or indirectly, by us.





We own a leasehold interest in a property near Philipsburg, Montana  which is of 217 acres of patented land and approximately 900 acres of Bureau of Land Management  (BLM) land, referred to as Basin Gulch. All of the claims are lode claims. We acquired the property in 2010 and commenced a regional exploration program in 2010. Over the next two years, we estimate we will spend approximately $4 million on exploration and development at the Basin Gulch Project, which will mainly consist of drilling and test mining.




7





The Jungo gold exploration project is located approximately 50 miles northwest of the town of Winnemucca in Humboldt County, Nevada.  It is accessed by excellent county-maintained gravel roads west from Winnemucca, then north from Jungo junction.  The last three miles to the property are accessed by poor quality dirt roads.  The property is situated on the eastern margin of the Jackson Mountains.





The property is on BLM land and is held by 95 unpatented lode mining claims.  Twenty five of the claims have a two percent net smelter return royalty to William (Bill) Hansen.  The other 70 claims are owned by DGRI.





The property was acquired by DGRI by the transaction with Aultra Gold in January 2010.  Mr. Hansen originally showed the property to Aultra Gold, which acquired it and staked additional claims.





The Company owns the Gold Bug Mine.  The Gold Bug mine is located in Josephine County, Oregon.  The Gold Bug mine is on Whiskey Creek near Mount Reuben. The Gold Bug Mine produced 37,500 ounces. The production occurred primarily in the period between 1913 and 1942. Dutch Mining, LLC owns the property in fee simple title.  The project is accessible by county roads and BLM roads crisscross Mt. Rueben.  There is little additional infrastructure.  The Company has no plans to develop this property in the near future. This property is without known reserves; therefore any future programs would be exploratory in nature.





The Company maintains a milling facility in Grants Pass, Oregon.  The facility house at 330 ton per day mill, and serves as storage for various equipment owned by Dutch Mining, LLC.





There has been no production from any company projects since 2008.  If and when there is production, the Company will report tons of ore mined, ore concentrate tonnage, concentrate grade, metallurgical recovery, terms and conditions of our refinery contracts and the quantities and prices payable for metal for which the Company receives revenue.





Principal Executive Offices





Our principal executive office is located at 3500 Lenox Road, Suite 1500, Atlanta, Georgia 30326.  Our phone number is 404-419-2440. Our website is www.DutchGold.com. We currently lease office space for our corporate office and operations under a one-year renewable contract with monthly rental charges approximately $2,500 per month. We believe that these offices adequately meet the current needs of the Company. We make available  periodic reports and press releases on our website. Our common shares trade on the Over the Counter market under the symbol "DGRI."





General Government Regulations





United States





Mining in the State of Nevada and in the State of Montana is subject to Federal, state and local law. Three types of laws are of particular importance to our U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.





Land Ownership and Mining Rights





The Jungo Project in Nevada is situated on lands owned by the United States (Federal Lands). On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, we have the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable Federal, state, and local laws, regulations and ordinances.





8




Mining Operations





The exploration of mining properties and operation of mines is governed by both Federal and state laws. The Jungo property is administered by the United States Department of the Interior, Bureau of Land Management, which we refer to as the BLM. In general, the Federal laws that govern mining claim location and maintenance and mining operations on Federal Lands, including the Tonkin Springs property, are administered by the BLM. Additional Federal laws, such as those governing the purchase, transport or storage of explosives and those governing mine safety and health, also apply.





Environmental Law





The exploration, operation, closure and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of our operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered. We are currently operating under various permits for activities connected to mineral exploration, reclamation and environmental considerations. Unless and until a mineral resource is proved, it is unlikely our operations will move beyond the exploration stage. If in the future we decide to proceed beyond exploration, there will be numerous notifications, permit applications and other decisions to be addressed at that time.





Gold Uses




Gold is generally used for fabrication or investment. Fabricated gold has a variety of end uses including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry.





Gold Supply




A combination of current mine production and draw-down of existing gold stocks held by governments, financial institutions, industrial organizations and private individuals make up the annual gold supply. Based on public information available for the years 2008 through 2010, on average, current mine production has accounted for approximately 61% of the annual gold supply.





On February 18, 2011, the afternoon fixing gold price on the London Bullion Market was $1,384 per ounce and the spot market gold price on the New York Commodity Exchange was $1,388 per ounce.





Gold Price History





The price of gold is volatile and is affected by numerous factors all of which are beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the US dollar and foreign currencies, changes in global and regional gold demand, and the political and economic conditions of major gold-producing countries throughout the world.




The following table presents the high, low and average afternoon fixed prices in U.S. dollars for gold per ounce on the London Bullion Market over the past nine years:




9





Year

High


Low


Average2002


349



278



3102003


416



320



3632004


454



375



4102005


537



411



4452006


725



525



6032007


841



608



6952008


1,011



713



8722009


1,146



810



978




Seasonality





Seasonality is not a material factor to the Company for its projects.  Certain surface exploration work may need to be conducted when there is no snow but it is not a significant issue for the Company.





Competition





We compete with major mining companies and other natural mineral resource companies in the acquisition, exploration, financing and development of new projects.   Many of these companies have greater resources and are better capitalized than the Company.  There is significant competition for the limited number of gold acquisition and exploration opportunities. Our competitive position depends upon our ability to successfully and economically explore, acquire and develop new and existing mineral prospects. Factors that allow producers to remain competitive over the long-term include the quality and size of ore bodies, costs of operation, and the acquisition and retention of qualified employees. The Company competes with mining companies for skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other technical personnel. This competition could result in higher employee turnover and may result in higher labor costs.





Employees





As of December 31, 2009, we had 3 employees. Our employees in the U.S. include geologists, environmentalists, information technologists and office administrators. The Company believes we have good relations with our employees. We also engage independent contractors in connection with the exploration of our p properties, such as drillers, geophysicists, geologists and other technical disciplines.





ITEM 1A.
RISK FACTORS





This report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that may be affected by several risk factors. The following information summarizes all material risks known to us as of the date of filing this report:





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


Our independent registered public accountants have expressed doubt about our ability to continue as a going concern in their report on our December 31, 2009 and December 31, 2008 financial statements. Our independent registered public accountants have advised us that our continuance as a going concern is dependent upon our ability to raise capital. There is no assurance that we will be able to raise adequate capital or generate sufficient cash from operations to continue as a going concern.





Because of our limited operations and the fact that we are not currently generating  revenue, we may be unable to service our debt obligations.





We currently have total debt of approximately $2,514,926 pursuant to notes issued by us. The Company is presently unable to meet related interest obligations in the amount of $420,415.  Our ability to satisfy our current debt service obligations and any additional obligations we might incur will depend upon our future financial and operating performance which, in turn, is  subject to prevailing economic conditions and financial, business, competitive, legislative and regulatory factors, many of which are beyond our control. If our cash flow and capital resources continue to be insufficient to fund debt service and general obligations, we may be forced to reduce or delay planned acquisitions, expansion and capital expenditures, sell assets, obtain additional equity capital or restructure debt. We cannot provide assurance that our operating results, cash flow and capital resources will be sufficient for payment of debt service and other future obligations.




10




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





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




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




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





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





·
Obtaining financial and investment information from the investor;





·
Obtaining a written suitability questionnaire and purchase agreement signed by the investor; and





·
Providing the investor a written identification of the shares being offered and the quantity of the shares.





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





Existing shareholders may face dilution from our financing efforts.





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





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





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




11




Risks Relating to Our Company





We have incurred substantial losses since our inception and may never be profitable. Since our inception, we have never been profitable and we have not generated revenue from operations since 2008. As of December 31, 2009, our accumulated deficit was $17,547,867. To become profitable, we must identify additional mineralization and establish economic mineralization on our properties and then develop our properties or locate and enter into agreements with third party operators. It could be years before we receive any revenues from production, if ever. We may suffer significant additional losses in the future and may never be profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. We expect to incur losses unless and until such time as one or more of our properties enters into commercial production and generates sufficient revenue to fund our continuing operations.





The feasibility of mining any of our properties has not been established, meaning that we have not completed sufficient exploration or other work necessary to determine if it is commercially feasible to develop any of our properties. We are currently an exploration stage company.





The mineralized material identified on our properties, except for the aforementioned mineral properties acquired and fair valued related to the Aultra Gold asset acquisition, do not and may never demonstrate economic viability. Substantial expenditures are required to establish mineralization through drilling and additional study and there is no assurance that economically profitablemineralization will be established.  Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit including size, grade and proximity to infrastructure; metal prices, which can be highly variable; and government regulations, including environmental and reclamation obligations. If we are unable to establish some or all of our mineralized material in sufficient quantities to justify commercial operations, we may not be able to raise sufficient capital to develop a mine, even if one is warranted. If we are unable to establish such mineralization, the market value of our securities may suffer and you may lose some or all of your investment.





The figures for our estimated mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated. Unless otherwise indicated, mineralization figures presented in our filings with securities regulatory authorities including the SEC, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists and our internal geologists. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material and grades of mineralization on our properties. Until ore is actually mined and processed, mineralized material and grades of mineralization must be considered as estimates only.





These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that:





·
Estimates will be accurate; mineralization estimates will be accurate; or this mineralization can be mined or processed profitably.





·
Any material changes in mineral estimates and grades of mineralization will affect the economic viability of placing a property into production and such property's return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered in large-scale tests under on-site conditions or in production scale.





The estimates contained in our public filings have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold and/or silver may render portions of our mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our results of operations or financial condition.




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If we decide to put one or more of our properties into production, we will require significant amounts of capital and our ability to obtain this necessary funding will depend on a number of factors, including the status of the national and worldwide economy and the price of gold, silver and other precious metals. Fluctuations in production costs, material changes in the mineral estimates and grades of mineralization or changes in the political conditions or regulations in Montana or Nevada may make placing these properties into production uneconomic. Further, we may also be unable to obtain the necessary permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to develop our properties. These and other factors may cause us to delay production at the Basin Gulch Project and the Jungo Project beyond 2014, if at all.





We will require significant additional capital to continue our exploration activities and, if warranted, to develop mining operations. Substantial expenditures will be required to determine if proven and probable mineral mineralization exist at any of our properties, to develop metallurgical processes to extract metal, to develop the mining and processing facilities and infrastructure at any of our properties or mine sites and, in certain circumstances, to acquire additional property rights. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and, when warranted, feasibility studies with regard to the results of our exploration. We may not benefit from these investments if we are unable to identify commercially exploitable mineralized material. If we decide to put one or more of our properties into production, we will require significant amounts of capital to develop and construct the mining and processing facilities and infrastructure required for mining operations. Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors including the status of the national and worldwide economy and the price of gold, silver and other precious metals. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration or development and the possible, partial or total loss of our potential interest in certain properties. Any such delay could have a material adverse effect on our results of operations or financial condition.





We may acquire additional exploration stage properties and we may face negative reactions if mineralization are not located on acquired properties. There can be no assurance that we will be able to identify and complete the acquisition of such properties at reasonable prices or on favorable terms and that mineralization will be identified on any properties that we acquire. We may also experience negative reactions from the financial markets if we are unable to successfully complete acquisitions of additional properties or if mineralization are not located on acquired properties. These factors may adversely affect the trading price of our common stock or our financial condition or results of operations.





Our industry is highly competitive. Attractive mineral lands are scarce and we may not be able to obtain quality properties. We compete with many companies in the mining industry including large, established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim staking, lease or acquisition in the U.S. and other areas where we may conduct exploration activities. We may be at a competitive disadvantage in acquiring mineral properties since we compete with these individuals and companies, many of which have greater financial resources and larger technical staffs than we do. Competition in the industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance and operate such properties; the labor to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but conduct refining and marketing operations on a world-wide basis. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation, financial condition and cash flows.




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Fluctuating gold and silver prices could negatively impact our business. The potential for profitability of our gold and silver mining operations and the value of our mining properties are directly related to the market price of gold and silver. The price of gold and silver may also have a significant influence on the market price of our common stock. The market price of gold and silver historically has fluctuated significantly and is affected by numerous factors beyond our  control. These factors include supply and demand fundamentals, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, accumulation and divestiture by exchange traded funds, global or regional political, economic or banking crises and a number of other factors. The market price of silver is also affected by industrial demand. The selection of a property for exploration or development, the determination to construct a mine and place it into production and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine.





The volatility of mineral prices represents a substantial risk that no amount of planning or technical expertise can fully eliminate. In the event gold and silver prices decline and remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows. Title to mineral properties can be uncertain, and we are at risk of loss of ownership of one or more of our properties. Our ability to explore and operate our properties depends on the validity of our title to that property. Our mineral properties consist of leases of unpatented mining claims, as well as unpatented mining and millsite claims that we control directly. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the Federal government, which makes the validity of unpatented mining claims uncertain and generally more risky. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from public record. Since a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. We have not obtained title opinions covering our entire property, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges to the title to our property which, if successful, could impair development and/or operations.





We remain at risk in that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements as to location and maintenance of the claims or challenges to whether a discovery of a valuable mineral exists on every claim.





Our continuing reclamation obligations at the Basin Gulch and our other properties could require significant additional expenditures. We are responsible for the reclamation obligations related to disturbances located on all of our properties, including the Basin Gulch project and the Jungo project. We have posted a bond in the amount of the estimated reclamation obligation at the Jungo and Basin Gulch. There is a risk that any cash bond, even if increased based on the analysis and work performed to update the reclamation obligations, could be inadequate to cover the actual costs of reclamation when carried out. The satisfaction of bonding requirements and continuing reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional bonding requirements and, further, that the regulatory authorities may increase reclamation and bonding requirements to such a degree that it would not be commercially reasonable to continue exploration activities, which may adversely affect our results of operations, financial performance and cash flows.





Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations. All phases of our operations are subject to Federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for us and our officers, directors and employees. Future changes in environmental regulation, if any, may adversely affect our operations, make our operations prohibitively expensive or prohibit them altogether. Environmental hazards may exist on our properties that are unknown to us at the present and that have been caused by us, or previous owners or operators, or that may have occurred naturally. Mining properties from the companies we have acquired may cause us to be liable for remediating any damage that those companies may have caused. The liability could include response costs for removing or remediating the release and damage to natural resources including ground water, as well as the payment of fines and penalties.




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Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.





Our operations are subject to permitting requirements that could require us to delay, suspend or terminate our operations on our mining properties. Our operations, including ongoing exploration drilling programs, require permits from the state and Federal governments, including permits for the use of water and for drilling wells for water. We may be unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to develop our properties, or at all. Even if we are able to obtain such permits, the time required by the permitting process can be significant. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our properties maybe adversely affected, which may in turn adversely affect our results of operations, financial condition and cash flows.




Legislation has been proposed that would significantly affect the mining industry.  Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872 which governs the unpatented claims that we control with respect to our U.S. properties. One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on our U.S. properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair our ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a Federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on Federal unpatented mining claims. Passage of such legislation could adversely affect our business.





In March 2010, the State of Nevada enacted Assembly Bill No. 6 ("AB6") which sought to balance the state budget by reducing expenditures and increasing certain fees. Among those fee increases was a one-time fee payable in conjunction with the annual filing of an affidavit of the intent to hold a mining claim, with a tiered fee structure applied for holders of 11 or more claims. The fee ranges from $70 per claim for holders of 11 to 199 claims up to $195 per mining claim for holders of 1,300 or more claims as of the date of filing. We filed our annual affidavits of our intent to hold a mining claim on November 1, 2010 and based on the number of claims held by our subsidiaries at that time, we estimate we will have to pay certain amounts due to this fee on or before June 1, 2011. We remain at risk that Nevada may impose additional fees or other levies affecting the mining industry in the future.





We are currently in the exploration stage and our management has limited experience in developing and operating a mine. We are currently working towards developing our Basin Gulch Project in Montana and our Jungo Project in Nevada. Our ability to manage our growth, if any, will require us to improve and expand our management and our operational and financial systems and controls. If our management is unable to manage growth effectively, our business and financial condition may be materially harmed. In addition, if rapid growth occurs, it may strain our operational, managerial and financial resources.





We are subject to litigation risks. All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding could have a material adverse effect on our financial position and results of operations.





The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.




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Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to production. Our current exploration efforts are, and any future development or mining operations we may elect to conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to: economically insufficient mineralized material; fluctuations in production costs that may make mining uneconomical; availability of labor, power, transportation and infrastructure; labor disputes; potential delays related to social and community issues; unanticipated variations in grade and other geologic problems; environmental hazards; water conditions; difficult surface or underground conditions; industrial accidents; metallurgical and other processing problems; mechanical and equipment performance problems; failure of pit walls or dams; unusual or unexpected rock formations; personal injury, fire, flooding, cave-ins and landslides; decrease in mineralization due to a lower silver price; and decrease in mineralization due to a lower gold price.





Any of these risks can materially and adversely affect the development of properties, production quantities and rates, expenditures, potential revenues and production dates. We have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent that are not recoverable.





We do not insure against all risks to which we may be subject in our planned operations.  We may also be unable to obtain insurance to cover other risks at economically feasible premiums or at all. Insurance coverage may not continue to be available or may not be adequate to cover liabilities. We might also become subject to liability for environmental, pollution or other hazards associated with mineral exploration and production which may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could materially adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce or terminate our operations.





We depend on a limited number of personnel and the loss of any of these individuals could adversely affect our business. Our company is dependent on key management, namely our Chairman and Chief Executive Officer, our Vice President and Chief Operating Officer, and our Chief Financial Officer. Daniel Hollis, our Chairman and Chief Executive Officer, is responsible for strategic direction and the oversight of our business. Rauno Perttu, our Vice President and Chief operating Officer, is responsible for the oversight of technical information development, corporate and project development and management.  Steven Keaveney,  our Chief Financial Officer, is  responsible for treasury management, all accounting activity, reporting and compliance with the Securities and Exchange Commission. We rely heavily on these individuals for the conduct of our business. The loss of any of these officers would significantly and adversely affect our business. In that event, we would be forced to identify and retain an individual to replace the departed officer. We may not be able to replace one or more of these individuals on terms acceptable to us. We have no life insurance on the life of any officer.




Some of our directors may have conflicts of interest as a result of their involvement with other natural resource companies. Some of our directors are directors or officers of other natural resource or mining-related companies or may be involved in related pursuits that could present conflicts of interest with their roles at Dutch Gold. These associations may give rise to conflicts of interest from time to time. In the event that any such conflict of interest arises, a director who has such a conflict is required to disclose the conflict to a meeting of the directors of the company in question and to abstain from voting for or against approval of any matter in which such director may have a conflict. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors or management, may have a conflict.




Risks Relating to Management and Dependence on key personnel





Some of our management team lacks technical training and experience with exploring for starting, and/or operating a mine: and that with no direct training or experience in these areas, your management may not be fully aware of many of the specific requirements related to working within this industry.  Their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use: and that your operations, earnings, and ultimate financial success could suffer due to management’s lack of experience in this industry.  Over the last two years, the Company has begin to build industry specific depth in the management team, recruiting Rauno Perttu, a veteran geologist with 40 plus years of experience.  Mr. Perttu brings with him, an extensive network of seasoned mining talent, which can be recruited to the management team, or added on a consulting basis as needed.  Management is aware of Mr. Perttu’s unique skill set, and will add to its technical staff as needed.  Mr. Perttu’s CV is available on the Company website, and described briefly in this filing.




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Risks Relating to Our Common Stock





Our stock price has historically been volatile and, as a result, you could lose all or part of your investment.





The market price of our common stock has fluctuated significantly and may decline in the fiscal year ended December 31, 2011. The fluctuation of the market price of our common stock has been affected by many factors that are beyond our control including: changes in the worldwide price for gold and/or silver, results from our exploration or development efforts and the other risk factors discussed herein.





ITEM 1B.
UNRESOLVED STAFF COMMENTS





Not required for smaller reporting companies.





ITEM 2.
PROPERTIES





We generally hold mineral interests through patented and  unpatented mining and mill site claims, leases of patented and unpatented mining claims and joint venture and other agreements. Patented and Unpatented mining claims are held subject to paramount title in the United States. In order to retain these claims, we must pay annual maintenance fees to the BLM and to the counties within which the claims are located. Rates for these jurisdictions vary and may change over time. Other obligations which must be met include obtaining and maintaining necessary regulatory permits and lease and option payments to claim owners.





For purposes of organizing and describing our exploration efforts in the United States, we have grouped our properties into two complexes, the Basin Gulch Complex and the Jungo Complex. Mineral properties outside these areas and where we to date have performed limited exploration work are grouped as "Other United States Properties." Certain properties are subject to certain royalty and earn-in rights.





Jungo Project  The Jungo gold exploration project is located approximately 50 miles northwest of the town of Winnemucca, in Humboldt County, Nevada.  It is accessed by excellent county-maintained gravel roads west from Winnemucca then north from Jungo junction.  The last three miles to the property are by poor quality dirt roads.  The property is situated on the eastern margin of the Jackson Mountains.




The following map illustrates the general location of the Jungo gold exploration project in Nevada:









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Geologic Setting:





The Jungo property is underlain by Pretertiary metasedimentary and metadiorite rocks that have locally been covered and intruded by younger, possibly Miocene, volcanic units.  These units are largely covered by unconsolidated gravels from the adjacent mountainside, and by Pleistocene lake beds.  A series of range-front normal faults offsets these units and is probably associated with mineralization on the property. A key player in mineralization is likely an apparent volcanic vent that was intersected in trenching and drilling, and appears associated with the range-front faulting.





Property:





The property is on BLM land and is held by 95 unpatented lode mining claims.  Twenty five of the claims have a two percent net smelter return royalty to William (Bill) Hansen.  The other 70 claims are owned by DGRI.





The property was acquired by DGRI by the transaction with Aultra Gold in January 2010.  Mr. Hansen originally showed the property to Aultra Gold (“AGI”), which acquired it and staked additional claims.  The project is without known reserves, and all activities undertaken by the Company are exploratory in nature.





Work on the Property:





AGI Exploration:





Mr. Hansen told AGI that he had several years earlier drilled three holes on the property, but the earlier records were lost. AGI surface sampled the property and completed two trenches in 2007.  AGI’s sampling and trenching produced encouraging results.  Among the promising results was a twenty-foot interval in the first of two trenches that assayed 0.042 opt gold and more than 0.5 opt silver.  A select sample of trench rock assayed 0.6 opt gold and 4.44 opt silver.





An isolated pit to bedrock almost 2,000 feet to the northwest assayed 0.11 opt gold and 3.80 opt silver.





2010 Trenching Program by Dutch





During the spring of 2010, DGRI completed three new trenches at Jungo.  The 2010 Trench JTP-3 was sited 1020 feet north of the northern 2007 trench and was dug in an easterly down-slope orientation to cut across the base of the eastern hillside of the Jackson Mountains.  Trench JTP-3 exposed altered Pretertiary metamorphosed sedimentary and igneous rocks that have been locally intruded by younger sialic shallow igneous rocks.  All of the rocks have been fundamentally shattered and sheared, with the appearance of volcanic venting.  Trench JTP-3 exposed the apparent continuation of the silicic gold-bearing volcanic vent rocks that were seen in the northern 2007 trench.  The interval from 140 feet to 270 feet in Trench JTP-3 had the appearance of a volcanic vent zone.  It contained erratic blocks of altered older metamorphic rocks and visibly copper-bearing rocks from an earlier mineralizing event, mixed with and locally dominated by younger highly silicic gassy volcanics.  The zone is gold bearing.  The trench interval from 200 to 210 feet assayed 0.048 opt gold and 0.5 opt silver.  The interval from 240 to 250 feet contained 0.076 opt gold and 2.6 ounces silver.  The adjacent interval from 250 to 260 feet assayed 0.017 opt gold and a half-ounce silver.





The eastern margin of trench JTP-2, located 400 feet north of Trench JTP-3, averaged 0.028 opt gold and 0.67 opt silver from 10 to 60 feet.  Within this zone, the interval from 50 to 60 foot assayed 0.087 opt gold and .71 opt silver.





New information from Kernow Resources





During the summer of 2010, DGRI was able to track down information on the historic exploration done on the property.  Key information, including historic drill cuttings and core, with partial assaying, was graciously given to DGRI by Kernow Resources.  DGRI was told that eleven of approximately 20 permitted holes in the Jungo area were actually drilled during the 1990’s.  DGRI is reviewing these cores and cuttings.  Most of these holes were drilled to the west and east of DGRI’s target area because they were targeted on geophysical anomalies.  DGRI is focused on apparently younger silicified volcanic vent materials that appear to be low in sulfides, and unlikely to form a strong geophysical signature.  It appears that the previous explorers didn’t recognize the vent structures while they were focused on drilling the sulfide-related geophysical targets and a visibly copper-stained vein system.





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DGRI believes that at least two stages of mineralization occurred in the area.  An earlier high-temperature period of mineralization was copper-rich, with limited gold and zinc accessory mineralization.  This stage of mineralization had locally strong sulfides, and is likely associated with the geophysical targets.  A later apparently lower temperature period of mineralization contains more gold and silver with lower sulfide content that was all oxidized in Dutch’s trenches.





The earlier exploration was conducted during a time of lower, and dropping gold prices, and Kernow reportedly had money constraints for continued exploration.  Nevertheless, the company had encouraging results, as described in their web site:





“Sulphide mineralization sampled from outcrop and trenches contains anomalous gold, silver, mercury, copper and zinc values. Gold assays from trenching and outcrop range between 0.1 g/t Au and 37 g/t Au. The “sulphide” zone which trends north northeast across the property has been intersected in several drill holes containing in one instance 2.71% copper, 0.048 opt gold and 1.7 opt (ounces per ton) silver over 14 feet. (Hole SH-6C, a diamond drill hole).”





The Company also intersected several other mineralized zones in the overall very shallow drilling.  Only three of the holes were core holes, and a comparison of two nearby holes, SH-3, a reverse-circulation (RC) hole, and SH-6C, a core hole, shows the mineralization could be better than suggested by the RC holes.  A comparison of two key shallow zones in the two holes shows 0.034 opt gold, 1.02 opt silver, and 2.72% copper in the upper zone of the RC hole, versus 0.049 opt gold, 1.72 opt silver, and 2.83% copper in the core hole.  The lower compared zone shows 0.004 opt gold, 0.06 opt silver and 0.07 percent copper in the RC hole, versus 0.052 opt gold, 1.76 opt silver and 0.12% copper in the core hole.  Reduced values often occur in RC holes because of cuttings loss, gravity separation during the blowing of cuttings out of the hole, and from “floating” of the gold and sulfides in drill fluids.  Although these holes did not intersect Dutch’s target zone, they show extensive mineralization across the area drilled, which is considered very encouraging.  Kernow’s information also shows a steeply-west dipping zone containing 56 feet of 0.026 opt gold that is not Dutch’s target zone, nor has it been drill-tested.





Kernow concluded: “There has been a considerable amount of work carried out on the Shawnee that has identified at least two phases of near surface mineralization which, for the most part, appears to be structurally controlled and associated with the range front faulting. Recent geophysical surveys and review of previous data infers that the mineralization continues at depth. Geochemistry infers that there is an upper and lower system or that there is metal zonation around an intrusive.





Compilation of all the data generated to date also indicates that the majority of the drilling has not adequately tested any of the geophysical targets generated by the either the gradient array survey or the di-pole di-pole survey.





Considering the strong indicator element geochemistry and the strength of the upper mineralized system the principal target at the Shawnee is now defined as being a wide, structurally prepared high silica, polymetallic multiple vein/stockwork system, the top of which gains strength and continuity approximately 400 feet below surface and continues at depth. This theory is reinforced by the real section I.P. and the Resistivity measurements that accompany it. Alteration exposed on surface and in drill holes confirms that the mineralization encountered to date is high in the system.”





In its evaluation of the new date, DGRI concluded that the newly identified volcanic vent had not been tested, nor had the deeper mineralization postulated by Kernow.  The extensive shallow low-grade mineralization discovered in the earlier drilling and trenching, and in DGRI’s trenching, also encourage DGRI that the possibility exists that in-fill and step-out drilling will establish an open-pit gold deposit.  Most of Nevada’s new mines were discovered and established over a series of exploration programs that progressively built an economic reserve.





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Planned drilling





Upon review, DGRI determined that the younger volcanic vent system had not been drill-tested.  DGRI plans to drill an angled core hole to obtain more information on the vent zone during the second quarter of 2011.  DGRI’s Overview of Project





DGRI has been contacted by outside companies, at least one of which is actively exploring in the local area, regarding a possible farm-out or joint venture.  DGRI believes the property has significant promise.  DGRI believes the geology of the Jungo project has similarities to the geology of numerous other projects in the immediate area.  The project’s proximity to other projects is also significant to DGRI, and, reportedly to a company operating in the area that has approached DGRI regarding the project.





The following maps illustrates the general location of the Basin Gulch Project in Montana:
















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Description of Basin Gulch Property, Montana





The Basin Gulch area has historically been mined by traditional placer methods, including hydraulic mining since the early part of the last century. The remains of this mining activity still exist on the site in the form of collapsed short adits, excavations, mine ponds, remains of log cabins and outbuildings, and log and dirt dams and hydraulic diversion structures. Magma Gold Inc. (MGI), who discovered the Basin Gulch deposit, explored the lode source of the placer gold from the late 1980s until 1997. To date, 323 reverse circulation and core holes have been drilled on the property for a total of 89,800 feet, with holes ranging from 80 feet to 1,050 feet in depth. In addition, 40 test trenches with a total length of 17,000 feet have taken place. In addition to the drilling, there have been two geophysical surveys, soil geochemistry surveys, topographic surveys, and geologic mapping projects carried out on the property. Most of these studies were conducted under the direction of Rauno Perttu, DGRI’s COO, and DGRI possess most of the information from these activities.





The Basin Gulch Project is an advanced stage exploration project with a substantial investment already made in previous exploration work on the property.  Most of this work was directed by DGRI’s COO Rauno Perttu on behalf of a private company, of which he was part owner. However, no mining has yet taken place on the site, beyond the older placering and very limited lode prospect pits. In addition, due diligence studies have been carried out on the Basin Gulch property over the last 20 years or so by a number of investigators, and a number of publicly-available reports have been produced by the Montana Bureau of Mines and Geology (MBMG) and the USGS on the general geology of the area.





Basin Gulch consists of eleven patented mining claims, surrounded by the Deer Lodge National Forest, totaling about 217.9 acres and 45 unpatented claims totaling approximately 900 acres. A number of consultants, exploration companies, and Federal and State of Montana agencies prepared various geological and mineralogical models of Basin Gulch. The claims are all located at the head of Basin Gulch, on the northern slopes the West Fork Buttes, within the Sapphire Range of the Western Montana Rocky Mountains. The property is about 19 road miles west of the town of Philipsburg, Montana, within the Rock Creek Mining District of Granite County. The patented portion of the property is owned by a local Philipsburg family, and is under lease agreement to DGRI. The Basin Gulch area is historically a placer mining area lacking a historical association with a lode source for the placer gold. The local placers have been operated since before the turn of the 20th century up until just recently, although most of the work was conducted during the early 1900’s.




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Rauno Perttu, who discovered the Basin Gulch deposit in 1987, was the first to recognize the diatreme complex. He noticed that a significant part of the historic placering had actually been of the upper oxidized portion of the diatreme complex. The diatreme is so extensive, and the clasts are so rounded by mechanical and chemical erosion within the diatreme that they had mistakenly been identified by miners and earlier geologists as stream gravel and cobbles.  The nature of the clasts and matrix, plus geological details, led to the recognition of the diatreme complex.  Later geophysical studies and drilling confirmed this reinterpretation.  To DGRI, the fact that the upper diatreme had been successfully placer mined for coarse free gold is encouraging, and DGRI plans future testing for coarse gold within the diatreme.





Patented Property:





A title study was completed in the mid-1990s by MGI, and there is no reason to believe the results of that work have changed. The property deeds can be viewed at the Granite County Courthouse in Philipsburg, Montana.





The Claims:





The claims are all located in south-central Granite County, in portions of Section 34, Township 7 North, Range 16 West, and Sections 3, 4, and 9, Township 6 North, Range 16 West. The patented mining claims making up the Basin Gulch Group include the following:





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)





These claims were re-traced on the ground by Anderson Engineering of Dillon, Montana in 1996.  DGRI has engaged Anderson to update the survey and mapping files for the property, including claim boundaries and drill hole and trench locations.





Mineralization :





The lode mineralization at the head of Basin Gulch is associated with a gaseous Eocene silicic intrusive that invaded between the plates of two Precambrian thrust sheets. The intrusive formed a major diatreme complex that is centered on the gold and silver mineralization, which spreads outward from the diatreme complex over an extensive distance. The intrusive event also formed a number of smaller, parasitic diatremes and breccia zones scattered throughout the property and off the property for several miles in all directions. The gold mineralization is found throughout the site near the surface and at depths in excess of 1,000 feet at levels averaging about 0.01 ounces per ton, with higher grade areas and intercepts.  The higher grade zones tend to be associated with the edges of the various diatremes and post- and pre-diatreme faulting that cut the diatremes. The highest grades appear associated with voids formed near and within the diatreme when juvenile and surrounding bedrock material fell back into the diatreme throat during periods of quiescence. This association with voids and faulting has been recognized at other gold sites and is well described in the literature.  The pervasive gold mineralization is associated with pervasive silver mineralization, usually at levels ranging from a fraction of an ounce to an ounce per ton, again with higher grade multi-ounce areas.  The higher grade silver areas are locally associated with elevated gold values, but can also be independent of gold values, suggesting a complex mineralization history.





22




Rauno Perttu explored the lode source of the placer gold, and the surrounding region, from the late 1980s until 1997. To date, 323 reverse circulation and core holes have been drilled on the property for a total of 89,800 feet, with holes ranging from 80 feet to 1,050 feet in depth. In addition, 40 test trenches with a total length of 17,000 feet have taken place. DGRI’s predecessors, Magma Gold, Inc.( Mr. Perttu’s private company), Chevron Resources, and Cyprus Exploration have performed the work at various stages in the project. In addition to the drilling, there have been two geophysical surveys, soil geochemistry surveys, topographic surveys, geologic mapping projects, and a wide variety of permitting-related studies carried out on the property.  The permitting-related studies included archaeological, soils, water, plants and animals, and even a year-long operating weather station.





Two targets, termed Block A and  Block B, have been blocked out by drilling to a certain extent on the property. These two blocks have been explored with 82 drill holes and some 25,546 feet of drilling. In addition, assay samples of every 5-foot interval were taken, for a total of just over 4,700 samples analyzed.  Block A and Block B are both located on the edges of the major diatreme complex at the head of Basin Gulch. The mineralization itself is fairly simple, with the gold being fine to very coarse in nature, and easily extracted using cyanidation, and possibly other recovery methods. Test work done for MGI indicates a recovery rate of over 90% with a simple cross-current mill. The historic testing was conducted with the intent of an open-pit mine.  By current Montana law, cyanide cannot be used in a heap leach open-pit gold mine, and DGRI has no intent to pursue open-pit mining on the property.





A previous investigation and evaluation requested by MGI for the site using the GEMCON computer program yielded a volume of 129,000,000 tons of rock grading 0.019 ounce per ton for the entire areas A and B site.  However, this data base was used for David Brown Associate’s (DBA) gold volume calculation made of Block A and Block B.  The evaluation did not include several other areas of gold mineralization identified by surface sampling, trenching and drilling.





In 2009, DBA was again commissioned to prepare a third party report.  The updating was required due to the new involvement of DGRI and the discovery of the results from a 1996 GEMCOM ore volume and grade study during a search of project records.  The results of this work yield a combined volume of 107,845,000 tons of mineralized material with gold and gold-equivalent silver an average grade of 0.026 opt, or 633,333,330 tons with an average grade of 0.012 opt.  Cutoff grade was 0.005 opt Au.  As with the 2005 document, the ore body is open in all five directions, including downward.  The project is without known reserves, and all activities undertaken by the Company are exploratory in nature, in accordance with Industry Guide 7, set forth by the Securities and Exchange Commission.





Planned 2011 Evaluations





The Basin Gulch property was locally extensively drilled as a potential  large, low-grade open-pit mine, but is being revaluated for its localized high-grade deposits.  During the first half of 2011 DGRI plans to focus on selected areas where earlier drilling intersected high-grade mineralization at shallow levels.  DGRI has selected the first three of these areas for new drilling.  Much of this new drilling will be in the form of “in-fill” drilling to better understand the geometry and continuity of already identified high-grade zones.  The goal of this planned new drilling will be to reach a confidence level that will allow the development of an early small shallow test mine.





At Basin Gulch, the company is planning a staged series of activities prior to any proposed development decision.




The following steps are planned for the first Basin Gulch target area segment of the Basin Gulch fault adjacent to and north of the diatreme complex.




23




The company is commencing a series of angled in-fill holes across that segment of the Basin Gulch fault to determine continuity, grade, and geometry of the mineralization that was encountered by the three holes previously drilled into the structure.  The ultimate number and location of holes will be determined by the progressive results of the drilling. The company is commencing a series of relatively short angled in-fill holes across that segment of the Basin Gulch fault to determine continuity, grade, and geometry of the mineralization that was encountered by the three holes previously drilled into the structure.  The ultimate number and location of holes will be determined by the progressive results of the drilling. The projected cost of the program is $50 per foot(total)for the drilling, plus$10 per foot for assays, etc. These numbers can be considered firm because of all the drilling on site completed by both Mr. Perttu and Mr. Hansen in the past.  Drilling conditions at Basin Gulch are excellent. The projected cost of this first phase program is $150,000.  Depending on results, an additional $100,000 in drilling can be expected as a follow-up. If the results are encouraging, the following steps will be taken.  If not, step A will be repeated at the next site at Basin Gulch where multiple holes within a localized area intersected potentially economic underground grade mineralization, also followed by the steps below.




When enough drill hole information has been completed, samples of the material to be mined will be sent to a laboratory such as Kappes, Cassiday and Associates or Dawson Metallurgical Laboratories for recovery testing.  Both of these laboratories, among others, have already tested significant volumes of material from the property for recovery characteristics, with excellent results.




An engineering evaluation will be completed.  Depending on favorable results in the steps above, appropriate studies will be completed to obtain the required permits from the State of Montana.  Should a Small Miners Exclusion be determined as the best method of moving into test mining and/or development, these studies may be minimal, as long as the terms of a Small Miners Exclusion are followed.  If this is the preferred option, the Company may initiate the studies to expand to a fully permitted underground operation.  These steps have been discussed with State officials.  A large number of studies were historically completed on the property under the supervision of Rauno Perttu.  These included archaeological studies, threatened and endangered plants and animals reviews, water testing, an on-site weather station that operated for a year, soils studies, wetlands studies.  No impediments to production were historically found, however, the studies that would apply to a new underground mine would have to be updated.  .  Much of the economic evaluation for this postulated initial small underground mine can be completed in-house under the supervision of Mr. Perttu and Mr. Hansen. The costs for updated permitting studies will range from modest for a Small Miners Exclusion development to as much as $300,000 for updating studies for a larger operation.




The Company intends to use a combination of debt, equity and project financings to facilitate this exploration plan.





Untested diatreme target





This property is also believed to have strong potential for deeper high-grade mineralization within the “boiling zone” of the diatreme complex.  As discussed above, the gold and silver mineralization at Basin Gulch is associated with a large volcanic nested diatreme complex, which is an oval-shaped area 2,700 feet wide and 3,300 long.  The gold and silver mineralization extends outward from the diatreme complex for more than a mile. This complex was formed by an overlapping series of violent volcanic degassing eruptions.  Each individual eruption was generally pipe-shaped, and 600 to 800 feet across.  Such diatremes host some of the world’s large ore bodies.





Some major Montana gold and silver systems are likewise associated with diatremes.  The diatreme complex at Basin Gulch is much larger than mosone diatreme material that may have been carried upward along the fault was drilled by MGI along a fault zone that ct of these recognized ore-bearing diatremes, and has not been drilled at depth.





DGRI plans to permit and begin to test the diatreme complex for a postulated “boiling zone” ore body during the second half of 2011.  While there is no certainty of successfully finding such an ore body, DGRI is encouraged by the size and pervasiveness of the mineralization associated with the Basin Gulch diatreme complex.  The Company is further encouraged by the fact that a slice of apparent boiling zuts through the complex contained strong drill hole assays.





24




Two holes that drilled into the diatreme slice intersected high-grade mineralization.  The first was a reverse circulation hole, BG94-5RC, which, for its entire 265 foot length, averaged 0.092 ounces per ton (opt) gold.  With the addition of its silver content at a conversion ratio of 75/1, the overall average increased to 0.106 opt gold equivalent.


Within the hole were higher grade intervals:





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.


The hole intercepted the diatreme material at an intermediate angle and was not true thickness.  It angled out of the side wall of the diatreme slightly below 220 feet.





A 300 foot follow-up core hole that was stepped out 10 feet from 94-5RC averaged 0.099 gold equivalents over its entire length.  Within the core hole, the interval from 136 feet to 201 feet (65 feet) averaged 0.308 opt gold equivalent.  The core hole also passed out of the side wall of the diatreme.





At Basin Gulch, the company is planning a staged series of activities prior to any proposed development decision.




The following steps are planned for the first Basin Gulch target area, a segment of the Basin Gulch fault adjacent to and north of the diatreme complex.





A.
The company is commencing a series of angled in-fill holes across that segment of the Basin Gulch fault to determine continuity, grade, and geometry of the mineralization that was encountered by the three holes previously drilled into the structure.  The ultimate number and location of holes will be determined by the progressive results of the drilling.




B.
If the results are encouraging, the following steps will be taken.  If not, step A will be repeated at the next site at Basin Gulch where multiple holes within a localized area intersected potentially economic underground grade mineralization, also followed by the steps below.




C.
When enough drill hole information has been completed, samples of the material to be mined will be sent to a laboratory such as Kappes, Cassiday and Associates or Dawson Metallurgical Laboratories for recovery testing.  Both of these laboratories, among others, have already tested significant volumes of material from the property for recovery characteristics, with excellent results.




D.
An engineering evaluation will be completed.  Depending on favorable results in the steps above, appropriate studies will be completed to obtain the required permits from the State of Montana.  Should a Small Miners Exclusion be determined as the best method of moving into test mining and/or development, these studies may be minimal, as long as the terms of a Small Miners Exclusion are followed.  If this is the preferred option, the Company may initiate the studies to expand to a fully permitted underground operation.  These steps have been discussed with State officials.  A large number of studies were historically completed on the property under the supervision of Rauno Perttu.  These included archaeological studies, threatened and endangered plants and animals reviews, water testing, an on-site weather station that operated for a year, soils studies, wetlands studies.  No impediments to production were historically found, however, the studies that would apply to a new underground mine would have to be updated.





The Company intends to finance the exploration and development projects by raising capital in both the debt and equity markets, and there is no assurance that such funding initiatives will be successful.




Most of the historic assaying at Basin Gulch was completed by Mount Powell Laboratories out of nearby Deer Lodge Montana.  Wayne Olmstead, who taught assaying procedures at nearby Montana Tech in Butte, MT, ran the lab.  While he ran frequent check assays, we also crosschecked numerous pulps with several other bigger labs.  Companies such as Echo Bay and Kinross also re-assayed our pulps, and took their own samples. All the checks were within margins of normal variability.  The reverse circulation samples were split using a splitter and bagged on site. They were loaded and trucked daily to a pickup point for Mount Powell, who then hauled them daily to the laboratory.




25





The entire footage of all the Basin Gulch drill holes was divided into five-foot sample intervals and the entire drill footage was assayed.





The planned core drilling will be completed by an experienced licensed mining engineer, Bill Hansen, who will supervise sawing of the core into two halves using his employee and a Company-owned saw. The core will be divided into five-foot samples where there is no obvious formation/mineralization boundary. Samples will be stopped at obvious geological breaks.  Each five-foot or less interval will be prepared and assayed by ALS Chemex.  Because of coarse gold at Basin Gulch, select intervals of the pulp will be additionally bulk-tested for coarse gold.





All normal procedures to protect and preserve the samples will be taken.  Mr. Perttu and Mr. Hansen have a combined 70 years, plus experience in these procedures.  The Company uses industry established “Best Practices” in its Quality Assurance/Quality Control (QA/QC) protocol.  These procedures govern our sample collection and preparation, assay controls, sample custody, assay precision and accuracy procedures and protocols.





Montana DEQ has primacy at the Baisin Gulch project.  In addition, the drilling at Basin Gulch is on private land. Because a segment of the access road crossed Forest Service land, we needed a snow removal permit from the Forest Service, which has been obtained. A bond was placed and a permit was granted by the Montana DEQ before work started.  Rauno Perttu, whose career as an economic geologist has spanned some forty years, supervises all of the work on this project.  A copy of Mr. Perttu’s CV is available at www.DutchGold.com .  Mr. Bill Hansen, a mining engineer with some thirty years of experience.  Mr. Hansen has extensive experience on the property being drilled by his firm at Basin Gulch.





Permitting Status:





The Company had received a drilling permit in February of 2011 and has posted the requisite bond. New exploration permits are being applied for by DGRI and the previous extensive permitting process in the 1990s is expected to help to streamline new permits.  In addition, the previous studies were directed at an open-pit mine.  Any new permitting will be directed at a low-impact underground mine, after sufficient high-grade material is blocked out to justify new studies and applications.





In Montana, public and private lands are handled similarly in the permitting process. DGRI must apply for either a blanket exploration permit for Montana, or a specific permit for the Basin Gulch project. In either case, proposed drill sites and trenches must be located on a map, with a detailed description of how the preparation and reclamation of each site will be completed. The State will then have the choice of sending out an inspector to review the proposed plan. The State will subsequently calculate the reclamation bond amount for the work proposed, based on existing State standards. Upon DGRI posting the bond, the Company may then proceed with the exploration work.





During work in the 1990s, none of the proposed exploration follow-up sites had any deleterious aspects that needed mitigating, so no significant obstacles to exploration are anticipated.   Regarding anticipated test mining, this work can be conducted under Small Miner’s Exclusion (SME) provisions of the Montana permitting process. The SME process is much faster and simpler than the permitting process for larger mines in Montana, and can be completed within weeks of filing of an application. This property contains a large, open-ended gold and silver resource, select parts of which DGRI believes may be economically mineable under relatively rapid small mine regulations, with a very minimal footprint.


26




Gold Bug Project
 
 The following maps illustrates the general location of the Gold Bug Project in Oregon:














The Gold Bug mine is located in Josephine County, Oregon.  The Gold Bug mine is on Whiskey creek in T. 33 S., R. 8 W. near Mount Reuben at elevations of 2400 to 2600 feet as measured by aneroid barometer. The old main adit is now completely blocked by fallen timbers at about 350 feet from the portal. The vein contained gold-bearing quartz with some pyrite and chalcopyrite. The vein was only 1 to 2 feet wide where seen, but even this was stoped out, and thicker vein quartz was reported farther in. The country rock of the old main adit is an andesite containing phenocrysts of plagioclase feldspar in a matrix of plagioclase, green biotite, isotropic chloritic material, and a little magnetite and epidote. The illustration is a copy of an old mine map showing a plan and a vertical section of the old workings.


The geology of Oregon gold locations in the southwestern part of the state is complex and not fully understood, being closely associated with plate tectonics and crustal subduction. Numerous gold-quartz veins can be found in greenstone of the Triassic age (248 – 208 million years ago), which trends in belts from the southwest to the northwest parts of Josephine County. Black slate, peridotite, and serpentine of Jurassic age sometimes contain gold-quartz veins and tend to parallel the greenstone belts. Granite, diorite, and gabbro intrusive bodies can be found in many parts of the county, but are generally devoid of mineralization except where they are in contact with older rocks.


27





A narrow dike of serpentine may be observed crossing the road within a quarter mile of the mine. Next to the dike the enclosing andesite is considerably altered to epidote, chlorite and quartz. An adit near this outcrop drifts 100 feet on a fissure 1 to 4 feet wide containing 6 inches to 2 feet of quartz striking N. 5° E. and dipping 45° E. The mine is now owned by Romig and Neal. A new incline shaft shows a quartz vein striking N. 35° W and dipping 70° S. W. The vein-filling here is 12 to 14 inches thick and chiefly quartz stained by chrysocolla. A new crosscut adit extends N. 21° E. about 100 feet in andesite. Work was in progress here in the summer of 1913. The mine is connected with the railroad at Reuben Spur by a good mountain road.





The Gold Bug Mine produced 37,500 ounces. The production occurred primarily in the period between 1913 and 1942. The project is without known reserves, and all activities undertaken by the Company are exploratory in nature, in accordance with Industry Guide 7, set forth by the Securities and Exchange Commission.





Dutch Mining, LLC owns the property in fee simple title.  The project is accessible by county roads and BLM roads crisscross Mt. Rueben.  There is little additional infrastructure.  The Company has no plans to develop this property in the near future.





Dutch Mining, LLC owns the property in fee simple title.  The project is accessible by county roads and BLM roads crisscross Mt. Rueben.  There is little additional infrastructure.  The Company has no plans to develop this property in the near future.





The Company maintains a milling and storage operation at the Rendata Industrial Park in Grants Pass, OR, under a rental arrangement, which is the process of being renegotiated as of the time of this filing. The project is without known reserves, and all activities undertaken by the Company are exploratory in nature, in accordance with Industry Guide 7, set forth by the Securities and Exchange Commission.





There is a dispute between Dutch Mining, LLC and the lessor of the Benton Mine over unpaid royalties, amounting to $103,821.  Settlement discussions between the parties continue.


28


The following graphic depicts the Gold Bug Project:











Item 3.  Legal Proceedings.





From time to time, we are involved in claims and suits that arise in the ordinary course of our business. Although management currently believes that resolving any such claims against us will not have a material adverse impact on our business, financial position or results of operations, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. In addition to any such claims and suits, we are involved in the following legal proceedings.





On April 8, 2010, the Company was advised that the Securities and Exchange Commission is conducting an investigation in the Company in the matter identified as Dutch Gold Resources, Inc, Case No. A-03222. In accordance with the investigation, the Company and its Chief Executive Officer, Daniel W. Hollis, received subpoenas to produce documents and testify before the Commission. Neither the Company nor Mr. Hollis have been notified of the nature of the investigation. The Company has fully cooperated with the investigation supplying both documentation and testimony in response to the request for information.





We are not aware of any other pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.





Item 4.  (Removed and Reserved).


29





PART II





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





Market Information and Holders





(a) Market Information.





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





Year Ended December 31, 2009

High Bid


Low BidFourth Quarter

$
0.17


$
0.11Third Quarter

$
0.28


$
0.13Second Quarter

$
0.48


$
0.13First Quarter

$
0.29


$
0.09Year Ended December 31, 2008

High Bid


Low BidFourth Quarter

$
0.53


$
0.06Third Quarter

$
0.95


$
0.36Second Quarter

$
1.10


$
0.71First Quarter

$
1.19


$
0.75





(b) Holders





As of December 31, 2009, we had 1,228 stockholders of record of our common stock.





Dividend Policy





We have never declared or paid any cash dividends on our capital stock. We currently plan to retain future earnings, if any, to /finance the growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future. We may incur indebtedness in the future which may prohibit or effectively restrict the payment of dividends, although we have no current plans to do so. Any future determination to pay cash dividends will be at the discretion of our board of directors.





Unregistered Sales of Equity Securities and Use of Proceeds





During the last three fiscal years ended December 31, 2009, the Company issued the following securities exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.  No underwriting or other compensation was paid in connection with these transactions.





On December 31, 2009, the Company issued 1,000,000 shares of common stock to acquire a controlling interest in Aultra Gold, Inc.





During the twelve months ending December 31, 2009, the Company issued 5,030,000 shares of its Common Stock for subscription proceeds in the aggregate amount of $528,000.





During the twelve months ending December 31, 2008, the Company issued 1,287,333 shares of its Common Stock for the conversion of debt in the amount of $250,000.


30





During the twelve months ending December 31, 2008, the Company issued 1,823,336 shares of its Common Stock for subscription proceeds in the aggregate amount of $1.022 million.





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





On January 16, 2007, the Company entered into a private placement offering and issued debentures in the amount of $2,295,000, which were subsequently converted to equity with an issuance of 4,590,000 shares.  In addition, the Company sold restricted Common Stock totaling 2,172,500 shares resulting in proceeds of $1,751,000.





On January 16, 2007, the Company entered into a private placement offering and issued debentures in the amount of $693,385.  In addition, the Company sold restricted common stock totaling 4,413,859 shares resulting in net proceeds of $1,016,414.





The Company believes that all of the above transactions were transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act, since (a) each of the transactions involved the offering of such securities to a substantially limited number of persons; (b) each person took the securities as an investment for his/her/its own account and not with a view to distribution; (c) each person had access to information equivalent to that which would be included in a registration statement on the applicable form under the Securities Act; and (d) each person had knowledge and experience in business and financial matters to understand the merits and risk of the investment; therefore no registration statement needed to be in effect prior to such issuances.





Use of proceeds





The proceeds from these financings were used for general corporate purposes including working capital, and in the exploration and the development of the Company’s projects.





Item 6.  Selected Financial Data.





Not required for smaller reporting companies.





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





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





GOING CONCERN





In connection with their audit report on our consolidated financial statements as of December 31, 2009, Gruber & Company, our independent certified public accountants, expressed substantial doubt about our ability to continue as a going concern because such continuance is dependent upon our ability to raise capital.





We have explored, and continue to explore, all avenues possible to raise the funds required. We have limited revenue-producing activity. We also need capital to fund overhead and administrative costs as well as transaction expenses. At December 31, 2009, accounts payable to vendors totaled $1,312,724.  At December 31, 2009, our cash requirement was approximately $50,000 per month. We have met our operating costs to date through the sale of gold, equity and debt financing from our shareholders and other investors; however, there can be no assurance that our shareholders and other investors will be able or willing to make additional investments in the future to fund continued operations.


31


The Company requires further funding to continue to develop its mines and fund corporate overheads.  Although we believe that there is a reasonable basis to believe that we will successfully raise the needed funds, we cannot assure you that we will be able to raise sufficient capital to sustain operations or that we will be able to achieve, or maintain, a level of profitability sufficient to meet the operating expenses of the operations and corporate overheads.





Cash Flow





For the twelve months ended December 31, 2009, operations used $644,466 of cash. Financing activities provided $670,051 during the period and consisted mainly of proceeds from sale of common stock and issuance of convertible debentures. We expect to continue to have operating cash flow deficiencies for the near term.





Liquidity and Capital Resources





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





As of December 31, 2009, we had a cash balance of $24,522. We estimate that, based upon our current business, we will require up to $4,000,000 over the next two years. The estimated funding required for the first year of our business is $2,000,000.   Due to difficulties in the capital markets as a result of the credit crisis that began with the liquidation of Bear Stearns, Inc., the Company has taken steps to reduce its cash requirements, resulting in a furlough of the mining operations personnel, and a halt to production in the Benton Mine.





RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2009 AND THE YEAR ENDED DECEMBER 31, 2009





The operating loss for the twelve months ended December 31, 2009 was $11,330,107, an increase of $5,071,425 over the year ended December 31, 2008.  A substantial portion ($7.8 million) of the operating expenses incurred during the twelve months ending 31 December 2009 represent non-cash charges relating to the issuance of shares for professional services.  Revenue for the twelve months ended December 31, 2009 was $0 as compared to $628,669 for the year ended December 31, 2008 as result of the temporary shutdown of the mining operations.  Interest expense and financing costs for the twelve months ended December 31, 2009 were $1,239,836 as compared to $616,740 for the twelve months ended December 31, 2008 due to increased financing from Convertible Notes.  The total loss for the twelve months ended December 31, 2009 was $11,330,107 as compared to $4,602,863 for the twelve months ended December 31, 2008.





The Company continues to actively explore its exploration targets around existing mines and its efforts to look for new opportunities and on the ground purchases elsewhere in the Americas. The Company is largely focused on developing its future based on its exploration successes and organic growth.  Certain key factors will affect our future financial and operating results. These include, but are not limited to, the following:





a) Fluctuations in gold prices.





b) Costs applicable to sales—expected to be higher due to higher energy costs, labor and contracted services and lower expected production.





c) Our future expectations, particularly with respect to production volumes and costs.





d) Applicable to sales per ounce, may differ significantly from actual quarter and full year results due to variations in mine planning and sequencing, ore grades and hardness, metal recoveries, waste removal, commodity input prices and foreign currency exchange rates.


32





e) Our operating cash flow may become insufficient to meet the funding requirements of these investments, fund our ongoing business activities.





f) Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold prices and our operational performance, among other factors.





g) In the event of lower gold prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business.





Off-Balance Sheet Arrangements





The Company was not involved in any significant off-balance sheet arrangement during the period ended December 31, 2009.





Item 7A. Quantitative and Qualitative Disclosures About Market Risk





Not required for smaller reporting companies.





Item 8. Financial Statements and Supplementary Data.





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





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





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


33





DUTCH GOLD RESOURCES, INC.





FINANCIAL STATEMENTS





As of December 31, 2009 and December 31, 2008





(Restated)


(Note 16)





with





Report of Independent Registered Public Accounting Firm


F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and


Stockholders of Dutch Gold Resources, Inc.





We have audited the accompanying consolidated balance sheets of Dutch Gold Resources, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2009. Dutch Gold Resources’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





As discussed in Note 16 to the consolidated financial statements, the accompanying consolidated balance sheets as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity (deficit)  and cash flows  for the years then ended have been restated.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dutch Gold Resources, Inc.  as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plan in regard to these matters is also described in Note 12.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





//Gruber & Company, LLCGruber & Company, LLCLake Saint Louis, MissouriApril 8, 2010, (except for note 16 to the financial statements for which the date is May 11, 2011).


F-2





DUTCH GOLD RESOURCES, INC.


CONSOLIDATED BALANCE SHEETS


As of DECEMBER 31, 2009 and DECEMBER 31, 2008





December 31,2009


2008(Restated)


(Restated)(Note 16)


(Note 16)ASSETSCURRENT 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



2,398,776Less accumulated depreciation


(1,632,253
)


(1,152,497
)Net property, plant and equipment


766,523



1,246,279Other assets


179,852



179,852TOTAL ASSETS

$
1,240,816


$
1,425,068LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable

$
1,312,724


$
1,217,256Accounts payable-related parties


141,391



222,613Loans from shareholders


360,000



453,072Convertible notes payable


-



525,000Payroll liabilities


558,686



(99,373
)Accrued liabilities


648,856



420,415Total current liabilities


3,021,657



2,738,983LONG-TERM LIABILITIES:Long-term notes payable-related parties


2,514,926



2,514,926Warrant liability


2,517,202



752,866Total long-term liabilities


5,032,128



3,267,792TOTAL LIABILITIES


8,053,785



6,006,775Commitments and contingenciesSTOCKHOLDERS' DEFICITCommon 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



52,985Additional paid-in-capital


10,549,581



1,583,068Stock 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





See notes to consolidated financial statements


F-3





DUTCH GOLD RESOURCES, INC.


CONSOLIDATED STATEMENT OF OPERATIONS


FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008





December 31,2009


2008(Restated)


(Restated)(Note 16)


(Note 16)RevenueSales

$
-


$
628,669Cost of sales


-



2,084,135Gross profit


-



(1,455,466
)Operational ExpensesSelling, general and administrative expenses


978,210



516,599Professional fees


7,734,042



1,656,958Rent and repairs and maintenance


20,144



36,209Depreciation


479,756



475,495Total operating expenses


9,212,152



2,685,261Operating 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



154,604Loss 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





See notes to consolidated financial statements


F-4





DUTCH GOLD RESOURCES, INC.


CONSOLIDATED STATEMENT OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008





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 activitiesGain from extinguishment of debt


(34,890
)


(154,604
)Common stock issued for payment of interest expense


980,656



290,644Common stock issued for services


7,716,283



460,588Depreciation


479,756



475,495Change in fair value of warrants


913,009



-Accounts receivable


-



88,503Inventories


-



257,248Other current assets


(269,919
)


-Other assets


-



(25,000
)Accounts payable


95,468



997,150Accounts payable-related parties


(81,222
)


(108,093
)Accrued liabilities


228,441



205,998Payroll 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



1,016,414Proceeds from Debentures


-



693,385Proceeds from stock subscriptions


69,600



-Proceeds from loans from shareholders


16,818



453,073Net cash provided by financing activities


670,051



2,162,872Net increase in cash and cash equivalents


25,585



(81,604
)Cash and cash equivalents at beginning of year


(1,063
)


80,541Cash and cash equivalents at end of year

$
24,522


$
(1,063
)SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during year for interest

$
6,000


$
102,912Non-cash Transactions:Notes payable converted to equity


525,000



150,190$
525,000


$
150,190





See notes to consolidated financial statements


F-5





DUTCH GOLD RESOURCES, INC.


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008





Common StockDollars

at

Par


Paid in

Cap.


Stock


Accumulated


Stockholders'Shares


$(.001)


Dollars $


Subscriptions


Deficit


DeficitBalances 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











1,016,414Common shares issued for services


3,468,334



3,468



457,120











460,588Common shares issued to settle debt


1,287,333



1,287



148,903











150,190Common shares issued for payment of interest


1,442,151



1,442



289,202











290,644Fair 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











583,633Stock subscriptions














69,600







69,600Common shares issued for services


45,048,333



45,048



7,671,235











7,716,283Common shares issued to settle debt


8,053,633



8,054



591,946











600,000Common shares issued for payment of interest


4,600,000



4,600



976,056











980,656Fair 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
)





See notes to consolidated financial statements


F-6





DUTCH GOLD RESOURCES, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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





NATURE OF OPERATIONS





Dutch Gold Resources, Inc. is engaged in the acquisition and exploration of gold mining projects in the Americas. The Company is focused on developing its existing mining properties in North America and acquiring and developing new mines with the expectation that the properties can enter production within 12 to 24 months. The Company operates in one reporting segment.





PRINCIPLES OF CONSOLIDATION





We generally act as a sole proprietor, but may enter joint agreements with other companies in an effort to achieve our stated operating objectives. Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include our accounts and our wholly-owned subsidiaries’ accounts (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year presentations have been reclassified to conform with the current year presentation.





USE OF ESTIMATES AND PREPARATION OF FINANCIAL STATEMENTS





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





The Company has restated its consolidated financial statements as at December 31, 2009 and December 31, 2008, due to a change in assessing Warrant liability and certain errors in processing transactions resulting in expenses being recorded for the incorrect value and the reclassification of the statement of operations to properly reflect expenses by function. Accordingly, the Company’s financial statements for the period ended December 31, 2009 and December 31, 2008 have been restated to correct for these errors and are included in the accompanying consolidated financial statements. For the years ended December 31, 2009 and December 31, 2008, these corrections in the aggregate increased the Company’s previously reported net loss by $(914,878) or $(0.01) per share and $0 and $0.00 per share respectively.





CASH AND CASH EQUIVALENTS





Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. At the reporting dates, cash and cash equivalents consist of cash and funds invested in money market accounts.





INVESTMENTS





The Company measures its investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:





·
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.


F-7





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





The Company categorizes its investments as either trading, available for sale, or held to maturity.  During 2009 and at December 31, 2008, the Company did not hold any securities for trading purposes or that they believed would be held to maturity.  The Company’s investments are comprised of available-for-sale securities and are carried at fair value with unrealized gains and losses, net of applicable income taxes, recorded within accumulated other comprehensive income.  The Company reviews its investments quarterly for declines in market value that are other than temporary in addition to re-evaluating the investment classification.





FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company’s financial instruments consist of cash and cash equivalents, investments, accounts payable, notes payables, loans from shareholders and accrued expenses.  The Company considers the carrying values of its financial instruments in the financial statements to approximate their fair value due to the short term nature of such items. The fair values of the Company's debt instruments are calculated based on debt with similar maturities, credit quality and current market rates of interest. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, or credit risks arising from these financial instruments.





CONCENTRATIONS





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





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





MINERAL PROPERTIES, MINERAL CLAIM PAYMENTS AND EXPLORATION EXPENSES





The Company expenses all costs related to the acquisition, maintenance and exploration of the unproven mineral properties to which it has secured exploration rights. If and when The Company has demonstrated that the mineralization can be profitability mined , then subsequent development costs of the property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable mineralization. To date, excluding the mineral properties acquired in the Aultra Gold, Inc. asset acquisition, the Company has not established the commercial feasibility of its exploration prospects, therefore all costs have been expensed The costs related to acquisition, maintenance and exploration were not material for the years presented.





Mineralized material is found in a body that has been delineated by appropriately spaced drilling and/or underground sampling to support reported tonnage and average grade of minerals. Such a deposit does not qualify as economic mineralization until legal and economic feasibility are confirmed based upon a comprehensive evaluation of development costs, unit costs, grades, recoveries and other material factors.  Exploration potential is the estimated value of potential mineral deposits that the Company has the legal right to access. The value assigned to exploration potential was determined by interpreting the known exploration information and exploration results, including geological data and/or geological information, that were available as of the acquisition date. Carrying amounts assigned to VBME are not charged to expense until the VBME becomes associated with additional mineralization and the mineralization are produced or the VBME is determined to be impaired. Additions to mineralization for properties with VBME will carry with them the value assigned to VBME at the date acquired, less any impairment amounts.


F-8





The Company assesses the carrying costs for impairment under ASC 930 Extractive Activities – Mining (AS 930) annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.





PROPERTY PLANT AND EQUIPMENT





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





IMPAIRMENT OF LONG-LIVED ASSETS





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





Although management has made a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent upon estimates of metals to be recovered from ore mineralization, and to some extent, identified resources beyond initial mineralization, future production and capital costs and estimated metals prices (considering current and historical prices, forward pricing curves and related factors) over the estimated remaining mine life. It is reasonably possible that changes could occur in the near term that could adversely affect our estimate of future cash flows to be generated from our operating properties. If undiscounted cash flows including an asset’s fair value are less than the carrying value of a property, an impairment loss is recognized. The Company has determined that no impairment exists pertaining to its long-lived assets.





ENVIRONMENTAL COSTS





Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts. Management has determined that recording a liability pertaining environmental expenditures as of December 31, 2009 is not needed.





ASSET RETIREMENT OBLIGATIONS





The Company follows ASC 410-20, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.





ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company has no mining projects in production as of December 31, 2009, and the asset retirement obligations are usually created as part of the production process. Accordingly, at December 31, 2009, the Company had no asset retirement obligations.


F-9





CONVERTIBLE NOTES





The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.  When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount.





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





In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.





INCOME TAX





The Company accounts for income taxes under ASC 740, Income Taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.





REVENUE RECOGNITION





We plan to recognize revenue from the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price to be received is based upon terms of a sales contract. The Company has not generated revenue activity for the periods presented in the consolidated financial statements.





STOCK BASED COMPENSATION





The Company has adopted ASC 718, Stock Compensation, which requires the Company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest. The Company ceased the stock option program in 2007. The Company issues stock for payment of certain professional fees and these stock issuances are expensed based on the market value of the stock on the date granted. The Company expenses these professional fees at the time of stock issuance as the stock issuance date approximates the date the services are performed.


F-10





PER SHARE DATA





Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, warrants, convertible notes and convertible preferred stock.





The Company has excluded all common equivalent shares outstanding for stock options, warrants, convertible notes and convertible preferred stock to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented.





RECENT ACCOUNTING PRONOUNCEMENTS





In June 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) (formerly issued as Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB SFAS No. 162), as the single source of authoritative nongovernmental U.S. GAAP launched on July 1, 2009.  The ASC does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the ASC will be considered no authoritative. The ASC is effective for interim and annual periods ending after September 15, 2009. The ASC is for disclosure only and will not impact our financial condition or results of operations.  The Company has adopted this pronouncement effective as of September 30, 2009. The adoption of this ASC had no impact on our financial reporting process.





On January 1, 2009, the Company adopted ASC Subtopic 815-10 (formerly SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133), which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under ASC Topic 815, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows.  Since the Company currently does not have any derivative instruments, there are no additional disclosures required.





On January 1, 2009, the company adopted guidance issued by the FASB on business combinations ASC 805 including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. In a business combination, including business combinations achieved in stages (step acquisition), the acquirer is required to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. Additionally, it requires acquisition-related costs to be expensed in the period in which the costs are incurred and the services are received instead of including such costs as part of the acquisition price. The adoption has not had a material impact on the company’s financial statements.





In April 2009, the FASB issued ASC 820 “Determining Fair Values When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This FSP provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The FSP also amends certain disclosure provisions of SFAS No. 157 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value. This pronouncement is effective prospectively beginning April 1, 2009. The Company is evaluating the impact that the adoption of this standard will have on the Company's results of operations and financial condition.


F-11





In April 2009, the FASB issued ASC 820 and ASC 320-10-65 "Recognition and Presentation of Other-Than-Temporary Impairments". This ASC modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The ASC also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the ASC, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security's entire amortized cost basis (even if the entity does not intend to sell). The ASC further indicates that, depending on which of the above factor(s) causes the impairment to be considered other than-temporary, (1) the entire shortfall of the security's fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. ASC 820 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulated other comprehensive income. This pronouncement is effective April 1, 2009. The Company has adopted this pronouncement for the quarter ended June 30, 2009; however, since the Company has no such investments in debt or equity securities, there was no impact on the Company’s financial position or results of operations as a result of the adoption.





In April 2009, the FASB issued ASC 825, "Interim Disclosures about Fair Value of Financial Instruments." This ASC essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the ASC requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments.





In May 2009, the FASB issued, "Subsequent Events ASC 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. ASC 855-10-05 is effective for interim and annual periods ending after June 15, 2009, and accordingly, the Company adopted this pronouncement during the second quarter of 2009. ASC 855-10-05 requires that public entities evaluate subsequent events through the date that the financial statements are issued. The Company has looked at subsequent events through February 10, 2010 and has included all subsequent events in Note 13 - Subsequent Events.





In June 2009, the FASB issued, "Accounting For Transfers of Financial Assets — An Amendment Of FASB Statement ASC860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. ASC 860 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. ASC 860 is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact ASC860 will have on its financial condition, results of operations or cash flows.





In June 2009, the FASB issued "Amendments to FASB Interpretation No. 46 (RASC 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASC 810-10 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. ASC 810-10 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. ASC 810-10 is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact ASC 810-10 will have on its financial condition, results of operations or cash flows.


F-12





In December 2009, FASB issued ASU 2009-17 Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ("ASU 2009-17"). ASU 2009-17 amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R) . The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. ASU 2009-17 also requires additional disclosures about an enterprise's involvement in variable interest entities. ASU 2009-17 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASU 2009-17 to have a material impact on its consolidated results of operations or financial position.





In December 2009, FASB issued ASU 2009-16 Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets ("ASU 2009-16"). ASU 2009-16 amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 . The amendments in ASU 2009-16 improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of ASU 2009-16 to have a material impact on its consolidated results of operations or financial position.





In August 2009, FASB issued ASU 2009-4 Accounting for Redeemable Equity Instruments—an Amendment to Section 480-10-S99 ("ASU 2009-4"). ASU 2009-4 represents a Securities and Exchange Commission ("SEC") update to Section 480-10-S99, Distinguishing Liabilities from Equity . The adoption of guidance within ASU 2009-4 did not have an impact on the Company's consolidated results of operations or financial position.





FASB ASC Topic 820, “Fair Value measurement and Disclosures ”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees.





The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient.





The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non-recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009.  The adoption of this standard had no effect on the Company’s financial reporting.


F-13





We have determined that all other recently issued accounting standards will not have a material impact on our consolidated financial statements, or do not apply to our operations.





NOTE 2—OTHER CURRENT ASSETS





Other current assets are comprised of:





December 31,2009


2008Advances to Aultra Gold, Inc.

$
269,919


$
-Total other current assets

$
269,919


$
-





Dutch Gold Resources, Inc. advanced monies to Aultra via a secured promissory note.  The promissory note was secured by the underlying claims which were being paid by Aultra to both BLM and the lessor of the Basin Gulch project.





NOTE 3—PROPERTIES, PLANT AND EQUIPMENT





Our major components of properties, plants, equipment are:





December 31,2009


2008Mine and Mill Equipment

$
2,398,776


$
2,398,776$
2,398,776


$
2,398,776Less: accumulated depreciation, depletion and amortization


1,632,253



1,152,497Net carrying value

$
766,523


$
1,246,279





Depreciation expense was $479,756 for the year ended December 31, 2009.





The Internal Revenue Service has a federal lien on the company’s subsidiary Dutch Mining, LLC’s equipment, real property and leases in the amount of $567,062.  The State of Oregon Department of Revenue has a lien on the company’s subsidiary Dutch Mining, LLC’s personal and real property in the amount of $118,663. These arose from unpaid Federal and State Payroll Taxes from the closed operations of the Benton Mine operation in Oregon. The unpaid taxes are recorded as Payroll Liabilities, under Current Liabilities in the company’s consolidated financial statements.





Dutch Gold Resources, Inc. is not liable for the taxes associated with these liens, except to the extent that it makes additional capital available to Dutch Mining, LLC.





NOTE 4—OTHER ASSETS





Other assets are comprised of:





December 31,2009


2008Performance Bond

$
25,000


$
25,000Security deposits and other


154,852



154,852Total other assets

$
179,852


$
179,852




F-14





NOTE 5—ACCRUED EXPENSES AND ACCOUNTS PAYABLE





Accrued expenses and Accounts Payable are comprised of:





December 31,2009


2008Accrued interest expense

$
648,856


$
420,415Accounts payable


1,312,177



1,217,256Accounts payable-related parties


141,391



222,613Total accrued expenses and accounts payable

$
2,102,424


$
1,860,284





NOTE 6—PAYROLL LIABILITIES





Payroll liabilities are comprised of:





December 31,2009


2008Accrued federal and state payroll taxes

$
558,686


$
(99,373
)Total payroll liabilities

$
558,686


$
(99,373
)





The Internal Revenue Service has a federal lien on the company’s subsidiary Dutch Mining, LLC’s equipment, real property and leases in the amount of $567,062.  The State of Oregon Department of Revenue has a lien on the company’s subsidiary Dutch Mining, LLC’s personal and real property in the amount of $118,663. Dutch Gold Resources, Inc. is not liable for the taxes associated with these liens, except to the extent that it makes additional capital available to Dutch Mining, LLC. These arose from unpaid Federal and State Payroll Taxes from the closed operations of the Benton Mine operation in Oregon. The unpaid taxes are recorded as Payroll Liabilities, under Current Liabilities in the company’s consolidated financial statements.





NOTE 7—CONVERTIBLE NOTES PAYABLE





Convertible notes payable, is comprised of:





December 31,2009


2008Convertible Debentures

$
-


$
525,000Total convertible notes payable

$
-


$
525,000





The Company had no convertible debentures outstanding at December 31, 209 and $525,000 at December 31, 2008. The notes bear an interest rate of 8. % per annum. Under the convertibility terms of the notes payable, the principal, plus accrued interest, can be converted immediately, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company.





NOTE 8—INCOME TAX





The Company accounts for income taxes under FASB ASC 740 –. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.


F-15





The Company’s subsidiary, Dutch Mining LLC, holds a valuation allowance at December 31, 2009 of $11,330,107 and was increased by $6,727,244 during the year. The valuation allowance at December 31, 2008 was $4,602,063. During the current year, the increase in the valuation allowance was due to additional losses incurred by the Company. We consider the valuation allowance for the Company’s subsidiary necessary and appropriate in light of the Company's history of recurring losses .





Uncertain Tax Positions





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





Based on our assessment of FIN 48, we concluded that the adoption of FIN 48, as of January 1, 2007, had no significant impact on our results of operations or financial position, and required no adjustment to the opening balance sheet accounts. Our year-end analysis supports the same conclusion, and we do not have an accrual for uncertain tax positions as of December 31, 2009. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, we would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.





NOTE 9—ACQUISITION OF SUBSIDIARY





The Company completed a share exchange agreement with Dutch Mining, LLC (DMLLC), on January 16, 2007, in which it issued 24 million shares in exchange for all of the outstanding shares of Dutch Mining, LLC, which became a wholly-owned subsidiary. The contract indicates that the transaction was a “stock for stock” transaction, and to be accounted for as a recapitalization. This transaction is characterized as a reverse merger, which is treated as a recapitalization for accounting   purposes. The company issued  new shares in exchange for 100% of the shares of the private company, DMLLC and the private company now becomes a subsidiary of the public company, DGRI, the transaction is the equivalent of realization and reinvestment. As a result, the net book value of the acquisition in the amount of $3,936,480 is treated as an investment in subsidiary and is therefore eliminated in consolidation. The transactions contemplated by the recapitalization were subject to the negotiation and execution of definitive documentation.





NOTE 10—CAPITAL STOCK





Common Stock





As of December 31, 2009, the Company has 115,717,375 shares of its $0.001 par value common stock issued and outstanding.





Common Stock was issued to retire various debt and payable obligations of the Company based upon the actual balance and any accrued interest.  The consideration for settlement amounts for payments from the Company’s common shares was arrived at by utilizing the market value (the price of the last reported trade) of the DGRI stock on the date of issue


F-16





Warrants





As of December 31, 2009 the Company had the following warrants for the purchase of shares of common stock issued and outstanding:





Warrants

Outstanding


Weighted

Average

Exercise

Price


Aggregate

Intrinsic

ValueOutstanding, 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





Share Purchase Warrants were issued in 2009 and 2008, ASC 505-10-50, Equity Disclosure, requires entities to disclose a summary of the pertinent rights and privileges of outstanding securities. These common share purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes option pricing model as of the issuance date. Expected volatility is based primarily on historical volatility.  Historical volatility was computed using weekly pricing observations for recent periods.  The Company believes this method produces an estimate that is representative of its expectations of future volatility over the expected term of these warrants.  The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants.  The risk-free interest rate is based on weighted average of five year U.S. Treasury securities. Some of the warrants provide that in the event the Company is unable to issue registered shares upon exercise, the warrant holders are entitled, under securities laws, to receive freely tradable shares pursuant to a "cashless exercise" provision. However, based on interpretation of ASC 815, there is a required presumption of net cash settlement.





The Warrants have been recorded at their relative fair values at issuance and will continue to be recorded at fair value each subsequent balance sheet date.  Any change in value between reporting periods will be recorded as other income (expense) each reporting date.  The Warrants will continue to be reported as a liability until such time as they are exercised or are otherwise modified to remove the provisions that require this treatment, at which time the Warrants will be adjusted to fair value and reclassified from liabilities to stockholders' equity. The fair value of the Warrants is estimated using the Black-Scholes-Merton ("BSM") option-pricing model.  As of December 31, 2009 and December 31, 2008, the fair value of the Warrants was determined to be $2,517,202 and, $752,866 respectively; accordingly, we recorded ( $913,009 ) and zero in (loss) gain from valuation of warrant liability for the years ended December 31, 2009 and 2008, respectively, related to the change in the fair value of the Warrants.





These Warrants vest immediately and have a range of two to five year terms.  Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different.





The significant assumptions using the Black-Scholes model approach utilized for computing the fair value of the Warrants are:





(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.





(ii) Expected Holding Period. The expected holding period represents the period of time that the Warrants are expected to be outstanding until they are exercised. The Company utilizes the remaining contractual term of the Warrants at each valuation date as the expected holding period.


F-17





(iii) Expected Volatility. Expected stock volatility is based on daily observations of the Company's historical stock values for a period commensurate with the remaining expected holding period on the last day of the period for which the computation is made.





(iv) Expected Dividend Yield. Expected dividend yield is based on the Company's anticipated dividend payments over the remaining expected holding period. As the Company has never issued dividends, the expected dividend yield is $-0- and this assumption will be continued in future calculations unless the Company changes its dividend policy.





The table below summarizes the assumptions used in our calculations for the periods ended December 31, 2009 and December 31, 2008:





December 31,2009


2008Weighted 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





As at December 31, 2009, the following share purchase warrants were outstanding:





Warrants Outstanding


Exercise Price

Expiration Date500,000


$
1.15

January 5, 2013250,000



1.15

January 5, 201341,667



0.60

February 27, 2010100,000



0.97

February 27, 201012,500



0.95

April 14, 201312,500



0.95

April 14, 2013833,333



1.00

September 4, 2010166,667



1.00

September 4, 20103,333,333



0.50

March 12, 201162,500



0.50

June 9, 2012437,500



0.50

June 9, 2012125,000



0.30

October 5, 201250,000



0.30

October 21, 201262,500



0.30

November 16, 2012500,000



0.30

November 18, 2012100,000



0.30

November 18, 201275,000



0.30

November 24, 201275,000



0.30

November 29, 2012125,000



0.30

December 4, 2012625,000



0.30

December 9, 201490,000



0.30

December 9, 2012100,000



0.30

December 16, 201250,000



0.30

December 16, 201250,000



0.50

December 16, 20127,777,500





Common Stock Subscriptions





As of December 31, 2009 the Company had recorded proceeds of $583,633 from stock sales and recorded other $69,600 in common stock subscriptions.


F-18





NOTE 11—RELATED PARTY TRANSACTIONS





The Company assumed a note issued by Dutch Mining, LLC in the amount of $1,214,916 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board, Ewald Dienhart. This is a demand note with $900,000 secured by the mill equipment at an interest rate of 6% and the balance unsecured with a 0% interest rate.  The parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.





The Company assumed notes issued by Dutch Mining, LLC in the amount of $250K to Gabriela Dienhart-Engel, who is the daughter of the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the title to the Gold Bug Mine, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities





The Company assumed notes issued by Dutch Mining, LLC in the amount of $100,000 to CD TBE, LLC, a Company related to the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the Gold Bug mine and certain equipment used by the Company, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.





The Company assumed a note issued by Dutch Mining LLC in the amount of $950,000 to Josef Bauer for working capital.  The note is guaranteed by Ewald Dienhart and carries an interest rate of 8.0%.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.





The Company leased space from Rendata Industrial Park, LLC a related party to Ewald Dienhart, the company’s former Chairman.  For the period ended December 31, 2009 the Company and had a payable balance accrued of $311, 775. This is reflected in the operating Accounts Payable balance at December 31, 2009.





The accrued interest is also convertible. The shares are convertible at no less than a 50% discount to the market, with upward adjustments based on the price and liquidity of the company’s shares.





The company owed $69,683 to C D TBE Family, LLC. for short term advances at December 31, 2009. This is reflected in the operating Accounts Payable balance at December 31, 2009.





Accounts Payable-related parties





Daniel W. Hollis, CEO of Dutch Gold Resources, Inc. has advanced a total of $141,391 for the period ended December 31, 2009 which compares to $74,609 for the period ended December 31, 2008.   The cash was used for general corporate purposes by the Company.





NOTE 12—FINANCIAL CONDITION AND GOING CONCERN





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





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





NOTE 13—COMMITMENTS AND CONTINGENCIES





The Company leases office space in Atlanta Georgia under a one-year renewable contact presently at approximately $1,500 monthly. The rates escalate over the term.


F-19





NOTE 13—COMMITMENTS AND CONTINGENCIES (CONTINUED)





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





NOTE 14 – SUBSEQUENT EVENTS





Acquisition of Control of Aultra Gold, Inc.





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





Employment Agreements





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





On December 31, 2009 the Company entered into an employment agreement with Mr. Rauno Perttu the Company’s Chief Operating Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.





Acquisition of Aultra Gold, Inc.’s Assets





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





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





In January 2010, the Company announced that an independent consulting geologist conducted an NI 43-101 compliant report, indicating the mineral resource at the Basin Gulch property was sizeable. That report is available as a Form 8K at www.sec.gov and on the Company website, www.dutchgold.com





NOTE 15 – MINING LEASE AND OPTION TO PURCHASE





In 1996, the Company entered into a lease agreement for the Benton Mine, the agreement provides for a monthly minimum advance royalty payment of $5,000. The production royalty provides that the lessor pay 4% of the value of ores, minerals, metals, bullion and mineral products derived from the property to the lessee. In addition, lessee will pay 1% of the value of ores, minerals, metals, bullion and mineral products derived within one mile of the leased property.   This lease was last amended January 25, 2006.  The Company has had an option to acquire the Benton Mine for $10 million.  The Company is currently working on a reclamation plan for the Benton Mine and may apply for a commercial mining permit when completed. There are disagreements with the owners of Benton Mine and Dutch Mining LLC as to the amount of royalties due to the lessor. Dutch Mining LLC does not and will not operate under the aforementioned lease until a reclamation plan is completed and a full commercial permit is obtained.  At such time, the Benton Mine, Inc. and the Company will have to agree on new terms of the lease, resolving any and all disputed amounts.


F-20





In 1995, the Company purchased the mining property known as Mineral Lot no. 351 final certificate No. 83 consisting of the Gold Bug, Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims in Joseph County, Oregon.  These claims are collectively referred to as the Gold Bug, which had gold production until 1942, when mining ceased as a result of World War II.  Historic production and current geochemical studies indicate the presence of minerals associated with gold formations.  The Company intends to permit the Gold Bug Mine after completing a thorough and diligent study to assess the economic potential of the properties.  The ore grade and composition can be processed at the Company’s mill in Grants Pass, OR.  The Company intends to utilize the mill to process compatible ores, when DGRI is not producing ore.





NOTE 16 – RESTATEMENT





The Company has restated its consolidated financial statements as at December 31, 2009 and December 31, 2008, due to a change in assessing Warrant liability and certain errors in processing transactions resulting in expenses being recorded for the incorrect value and the reclassification of the statement of operations to properly reflect expenses by function. Accordingly, the Company’s financial statements for the period ended December 31, 2009 and December 31, 2008 have been restated to correct for these errors and are included in the accompanying consolidated financial statements.





In connection with equity financings in 2008 and 2009, the Company issued Warrants that contained a provision that could require it to settle the Warrants for cash upon the happening of certain remote events. Generally, the Warrant provision allows the Warrant holders to receive cash upon the happening of certain “Fundamental Transactions”, e.g., in certain situations where there would no longer be a significant public market for the Company’s common stock such as in the highly unlikely event that the Company took action to go private. The amount of cash to be received by Warrant Holders would equal the Black-Scholes value of the remaining unexercised portion of the Warrant on the date of the consummation of the Fundamental Transaction.





Initially, the Company determined that these Warrants created a related Liability in accordance with ASC 480-10-55-29 & 30 due to the fact that the Warrants could be settled for cash as discussed above. In its estimation of the value of this Liability, the Company interpreted and applied the concept of “Fair Value” from ASC 820 (formally SFAS 157). After reviewing current accounting literature and the findings and opinion of an independent appraiser in determining proper accounting treatment, the Company took into account the extreme unlikelihood of the occurrence of a Fundamental Transaction triggering a right to cash settlement as a probability factor in applying the Black-Scholes-Merton valuation of the Warrants. As a result, the Company deemed the fair value of the Warrants to be immaterial and stated the Warrants’ related Liability for the period ended December 31, 2008 and December 31, 2009 at zero.





After reviewing current accounting literature, it was determined that some of the warrants provide that in the event the Company is unable to issue registered shares upon exercise, the warrant holders are entitled, under securities laws, to receive freely tradable shares pursuant to a "cashless exercise" provision. However, based on interpretation of ASC 815, there is a required presumption of net cash settlement. The Warrants have been recorded at their relative fair values at issuance and will continue to be recorded at fair value each subsequent balance sheet date.  Any change in value between reporting periods will be recorded as other income (expense) each reporting date.  The Warrants will continue to be reported as a liability until such time as they are exercised or are otherwise modified to remove the provisions that require this treatment, at which time the Warrants will be adjusted to fair value and reclassified from liabilities to stockholders' equity.  The restatements reflect the recalculation of the fair value of the Warrants utilizing the Black-Scholes-Merton valuation approach. For the years ended December 31, 2009 and December 31, 2008, these corrections in the aggregate increased the Company’s previously reported net loss by $(914,878) or $(0.01) per share and $0 and $0.00 per share respectively.


F-21





The effects of the restatements on the consolidated financial statements are as follows:





A) Consolidated Balance Sheet





As of December 31, 2009


As of December 31, 2008As reported


Adjustment


As Restated


As

reported


Adjustment


As

RestatedCURRENT 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



-



2,398,776Less 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



-



1,246,279Other assets


179,852



-



179,852



179,852



-



179,852TOTAL ASSETS

$
1,242,139


$
(1,323
)

$
1,240,816


$
1,425,068


$
-


$
1,425,068CURRENT LIABILITIES:Accounts payable

$
1,312,177


$
547


$
1,312,724


$
1,217,256


$
-


$
1,217,256Accounts payable-related parties


141,391



-



141,391



222,613



-



222,613Notes payable - related parties


360,000



-



360,000



453,072



-



453,072Convertible notes payable


-



-



-



525,000



-



525,000Payroll liabilities


558,686



-



558,686



(99,373
)


-



(99,373
)Accrued liabilities


648,856



-



648,856



420,415



-



420,415Total current liabilities


3,021,110



547



3,021,657



2,738,983



-



2,738,983LONG-TERM LIABILITIES:Long-term notes payable-related parties


2,514,926



-



2,514,926



2,514,926



-



2,514,926Warrant liability


-



2,517,202



2,517,202



-



752,866



752,866Total long-term liabilities


2,514,926



2,517,202



5,032,128



2,514,926



752,866



3,267,792TOTAL LIABILITIES


5,536,036



2,517,749



8,053,785



5,253,909



752,866



6,006,775Commitments 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



-



52,985Additional paid-in-capital


12,223,375



(1,673,794
)


10,549,581



2,335,934



(752,866
)


1,583,068Stock 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


F-22





B) Consolidated Statement of Operations





As of December 31, 2009


As of December 31, 2008As reported


Adjustment


As Restated


As

reported


Adjustment


As

RestatedRevenueSales

$
-


$
-


$
-


$
628,669


$
-


$
628,669Cost of sales


-



-



-



2,084,135



-



2,084,135Gross profit


-



-



-



(1,455,466
)


-



(1,455,466
)Operational ExpensesSelling, general and administrative expenses


1,003,134



(24,924
)


978,210



547,324



(30,725
)


516,599Professional fees


7,734,042



-



7,734,042


`



2,417



1,656,958Rent and repairs and maintenance


2,442



17,702



20,144



7,901



28,308



36,209Depreciation


479,756



-



479,756



475,495



-



475,495Total operating expenses


9,219,374



(7,222
)


9,212,152



2,685,261



-



2,685,261Operating 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



-



154,604Income 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




F-23





C) Consolidated Statement of Cash Flows





As of December 31, 2009


As of December 31, 2008As reported


Adjustment


As Restated


As

reported


Adjustment


As

RestatedCash 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 activitiesGain 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



-



290,644Fair value of common stock issued for services


7,362,369



353,914



7,716,283



460,588



-



460,588Depreciation


479,756



-



479,756



475,495



-



475,495Change in fair value of warrants


-



913,009



913,009



-



-



-Accounts receivable


-



-



-



88,503



-



88,503Inventories


-



-



-



257,248



-



257,248Other current assets


(269,919
)


-



(269,919
)


-



-



-Other assets


-



-



-



(25,000
)


-



(25,000
)Accounts payable


38,601



56,867



95,468



997,150



-



997,150Accounts payable-related parties


(81,222
)


-



(81,222
)


(108,093
)


-



(108,093
)Accrued liabilities


228,441



-



228,441



205,998



-



205,998Payroll 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



-



1,016,414Proceeds from debentures


-



-



-



693,385



-



693,385Proceeds 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



-



453,073Net cash provided by financing activities


959,076



(289,025
)


670,051



2,162,872



-



2,162,872Net 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



-



80,541Cash and cash equivalents at end of period

$
25,845


$
(1,323
)

$
24,522


$
(1,063
)

$
-


$
(1,063
)SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during year for interest

$
6,000


$
-


$
6,000


$
102,912


$
-


$
102,912Non-cash Transactions:Notes payable converted to equity


525,000



-



525,000



150,190



-



150,190$
525,000


$
-


$
525,000


$
150,190


$
-


$
150,190




F-24





The following is a comprehensive summary of the differences between the audited consolidated financial statements of the Company for the years  ended December 31, 2009  and December 31, 2008  and the restated audited consolidated financial statements of the Company for the years  ended December 31, 2009 and December 31, 2008:





A) Consolidated Balance Sheet





i)  Cash was amended by reducing the balance related to a various processing error corrections.





ii) Accounts payable was amended by reducing the balance related to a credit not being applied in the correct period.





iii) Warrant liability was amended to reflect the cumulative calculated change in fair value of warrants not previously recorded.





iv) Additional paid-in-capital was amended to reflect the impact of changes from warrant liability and reclass to stock subscriptions.


v) Stock subscriptions were amended to reflect the reclassification of shares subscribed but not issued from additional paid-in-capital.





vi) Accumulated deficit was amended to reflect the cumulative impact of changes made to the consolidated statements of operations.





vii) Warrant liability was amended to reflect the initial calculated change in fair value of warrants and reclass to liability not previously recorded.





B) Consolidated Statement of Operations





i) Selling, general and administrative expenses were amended to reflect the correct classifications.


F-25





ii)  Rent and repairs and maintenance was amended to reflect the correct classifications and to correct processing error.





iii) Interest expense was amended to reflect a correction in the calculation on interest bearing accounts.





iv) Changes in fair value of warrants were amended to reflect the calculated liability for the period not previously recorded.





v) Gain from extinguishment of debt was amended to adjust for a processing error.





vi) Net loss was amended to reflect the impact of the aforementioned changes.





C) Consolidated Statement of Cash Flows





i) Net loss was amended to reflect the impact of the aforementioned changes in the statement of operations.





ii)  Loss (gain) from extinguishment of debt was amended to correct error in accounts payable.





iii) Fair value of common stock issued for payment of interest expense was amended to correct processing error in the allocation of the common stock issuance.





iv) Fair value of common stock issued for services was amended to correct processing error in the allocation of the common stock issuance.





v) Changes in fair value of warrants were amended to reflect the calculated liability for the period not previously recorded.





vi) Accounts payable was amended to correct processing error in booking billings.





vii) Proceeds from issuance of common stock were amended to correct processing error in the allocation of the common stock issuance.





viii) Proceeds from stock subscriptions were amended to reflect the reclassification of shares subscribed but not issued from additional paid-in-capital.





ix) Payments on shareholder loans were amended to correct the amount following review of cash disbursement postings.





x) Proceeds from notes payable - related parties was amended following review of cash receipt postings.





xi) Net increase/ (decrease) in cash was amended to reflect the impact of the aforementioned changes.





xii) Final cash balance was amended based on the cumulative effect of the aforementioned factors.




F-26





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





Previous Independent Registered Public Accounting Firm.





A.  On February 1, 2010, the Company dismissed its independent registered public accounting firm, DeJoya Griffith & Company, LLC. (“DGC”).





B.  DGC did not complete an audit of the Company’s financial statements or file a report that contained an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.





C.  The decision to change accountants was approved by the Company's board of directors on February 1, 2010, and on such date Gruber & Company, LLC (“Gruber”) was engaged as the Company's new independent registered public accountants. The Company did not consult Gruber regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event in connection with its report on the Company’s financial statements.





D.  During the Company's two most recent fiscal years and the subsequent interim period through February 1, 2010, the date of dismissal, there were no disagreements with DGC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of DGC, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" in connection with its report on the Company’s financial statements.





E.  The Company has made the contents of its Form 8-K available to DGC and requested it to furnish a letter to the Commission as to whether DGC agrees or disagrees with, or wishes to clarify the Company's expression of their views. A copy of DGC letter is filed as Exhibit 16.1 to the Form 8-K.





New Independent Registered Public Accounting Firm.





The Registrant has engaged Gruber as its new independent certified public accounting firm to audit the Registrant’s financial statements December 31, 2009. Prior to such engagement, the Registrant did not consult such firm on any of the matters referenced in Item 302(a)(2) of Regulation S-K during the two most recent years or any subsequent interim period prior to engaging Gruber.





Item 9A(T).  Controls and Procedures





Evaluation of Disclosure Controls and Procedures.





In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the year ended December 31, 2009 as a result of material weaknesses as discussed below.


34





The material weaknesses in our disclosure control procedures are as follows:





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.





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.





We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:





·
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.





Management’s Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. In performing the assessment, our management concluded that, as of December 31, 2009, our internal control over financial reporting was not effective, because of the material weaknesses that were identified.





The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. However, management believes that compensating controls are in place to mitigate the risks associated with the lack of segregation of duties. Compensating controls include outsourcing certain financial functions to an independent contractor.





The material weakness relates to a 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. We intend to initiate measures to remediate the identified material weaknesses including establishing a formal review process for significant accounting transactions that includes the participation of the Company’s management and corporate legal counsel, and establishing a formal audit committee.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


35





Item 9B.  Other Information





Subsequent Events





Acquisition of Control of Aultra Gold, Inc.





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





Employment Agreements





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





On December 31, 2009 the Company entered into an employment agreement with Mr. Rauno Perttu the Company’s Chief Operating Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.





Acquisition of Aultra Gold, Inc.’s Assets





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





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





In January 2010, the Company announced that an independent consulting geologist conducted an NI 43-101 compliant report, indicating the mineral resource at the Basin Gulch property was sizeable. That report is available as a Form 8K at www.sec.gov and on the Company website, www.dutchgold.com


36





PART III





Item 10. Directors, Executive Officers, and Corporate Governance





The following table sets forth: (1) names and ages of all persons who presently are and who have been selected as directors of the Registrant; (2) all positions and offices with the Registrant held by each such person; (3) the term or office of each person named as a director; and 4) any period during which he or she has served a such:





Name (1)

Age

TitleDaniel W. Hollis

58

Chief Executive Officer, DirectorSteven Keaveney

46

Chief Financial OfficerLance Rosmarin

46

Secretary, Director





Daniel W. Hollis, Director and CEO, Age 58





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





Steven Keaveney, Chief Financial Officer, Age 46





Mr. Keaveney, 46, brings 24 years of experience in finance and business development.  Mr. Keaveney, a CPA, began his career as an auditor at Deloitte & Touche. He received a B.A. in Accounting from Villanova University and holds an M.B.A. from Pepperdine University.  Early in his career, Mr., Keaveney built a cable television company in Ireland, beginning with one small system, eventually acquiring another 27 systems.  In 1999, after ten years, the last of which were spent as CEO, Mr. Keaveney was able to sell the company to Liberty Media, Inc., for $100,000,000.  He has subsequently acted CFO or CEO or both public and private companies. For the previous five years, Mr. Keaveney acted as a financial consultant to numerous private and public companies.





Lance Rosmarin, Secretary and Director, Age 46





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





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


37





Item 11. Executive Compensation.





SUMMARY COMPENSATION TABLE





The table below shows the annual, long-term and other compensation for services in all capacities to the Company and its subsidiaries paid during the twelve months ended December 31, 2009 to the Chief Executive Officer and the other four most highly compensated executive officers of the Company during the twelve months ended December 31, 2009 (our " named executive officers "):





Name and

Principal Position


Year


Salary

Bonus

Option

Awards


Non-Equity

Incentive Plan

Compensation


All Other

Compensation


TotalDaniel W. Hollis, Chief


2009


$
96,000

-


-



-



-



96,000Executive Officer and


2008


$
60,000

-


-



-



-



60,000Director


2007Ewald 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


$
-

-


-



-



-



-





Outstanding Equity Awards at Fiscal Year-End





The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2009.





Option awards


Stock awardsName and

Principal Position

Number of

Securities

Underlying

Unexercised

Options

Exercisable


Number of

Securities

Underlying

Unexercised

Options

Unexercisable


Option

Exercise

Price($)


Option

Expiration

Date


Number

of

Shares

or Units

of Stock

that

Have

Not

Vested


Market

Value

of

Shares

or

Units

of

Stock

that

Have

Not

Vested


Equity

Incentive

Plan

Awards :

Number

of

Unearned

Shares,

Units or

Other

Rights

thatHave

Not

Vested


Equity

Incentive

Plan

Awards:

Market

orPayout

Valueof

Unearned

Shares,

Unitsor

Other

Rights

thatHave

Not

VestedDaniel W. Hollis,

Chief Executive

Officer and

Director


—



—


$
—



—



—



—



—



—Ewald Dienhart,

Chairman


—



—


$
—



—



—



—



—



—Lance Rosmarin,

Secretary and Director


—



—


$
—



—



—



—



—



—Steven Keaveney


—



—


$
—



—



—



—



—



—




38





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





The table below shows the amount of common stock of the Company beneficially owned as of December 31, 2009 by each of the following:





Name and Address (1)

Beneficial Ownership (2)


Percentage of ClassEwald 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
%





1. Each of our directors and named executive officers (the "named executive officers" are described in the Summary Compensation Table set forth on page 22 of this Annual Report on Form 10-K);





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





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





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





(2) Shares of common stock that a person has the right to acquire within 60 days of December 31, 2009 are deemed outstanding for computing the percentage ownership of the person having the right to acquire such shares, but are not deemed outstanding for computing the percentage ownership of any other person.


39





(3) As of December 31, 2009, there were 115,717,375 shares of common stock issued and outstanding.





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





Notes Payable-related parties





The Company assumed a note that was issued by Dutch Mining, LLC in the amount of $1,214,916 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board, Ewald Dienhart. This is a demand note with $900,000 secured by the mill equipment at a 0% interest rate. The balance outstanding at December 31, 2009 was $1,214,916,.





The Company assumed a note that was issued by Dutch Mining, LLC in the amount of $250,000 to Gabriela Dienhart-Engel, who is the daughter of the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the title to the Gold Bug mine. The balance outstanding at December 31, 2009 was $ $250,000.





The Company assumed a note that was issued by Dutch Mining, LLC in the amount of $100,000 to Caruso-Dienhart TBE Family Trust, LLC., a Company related to the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the Gold Bug mine and certain equipment used by the Company.  The balance outstanding at December 31, 2009 was $100,000.





The Company assumed a note issued by Dutch Mining LLC in the amount of $950,000 to Josef Bauer for working capital.  The note is guaranteed by Ewald Dienhart and carries an interest rate of 8.0%.  The balance outstanding at December 31, 2009 was $950,000.





The Company leases space from Rendata Industrial Park, LLC a related party to Ewald Dienhart, the company’s former Chairman.  For the period ended December 31, 2009 the Company accrued rent and related expenses in the amount of $142,380 and had a payable balance accrued of $3111, 775 at December 31, 2009.





The Company had an agreement with HPUs, LLC, whose Managing Member Patrick Engel, is related to the Company’s former Chairman, effective November 30, 2007 to provide management services. The contract was for one year, automatically renewable unless terminated for a monthly amount of $9,500.  The Company had a payable balance accrued of $2,221,838 at December 31, 2009.





The company owed $69,683 to C D TBE Family, LLC. for short term advances at December 31, 2009.





Accounts Payable-related parties





Daniel W. Hollis, CEO of Dutch Gold Resources, Inc. has advanced a total of $141,391 for the period ended December 31, 2009 which compares to $74,609 for the period ended December 31, 2008.   The cash was used for general corporate purposes by the Company.





Item 14. Principal Accountant Fees and Services.





The following table shows the fees paid or accrued by the Company for the audit and other services provided for the twelve months ended December 31, 2009 and fiscal  2008.





2009


2008Audit fees (1)

$
5,000


$
2,250Audit-related fees

$
0


$
0Tax fees (2)

$
1,000


$
1,000All other fees

$
750


$
750




40





(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.





(2) For the twelve months ended December 31, 2009 and fiscal 2008, respectively, tax fees principally included tax compliance fees of $0 and $0.





All audit related services, tax services and other services are and were pre-approved by the Company’s Board of Directors.





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





Exhibit

No.

Description2.1

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




41





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, 1996.10.5

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.




42





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.




43





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, 2010.21.1

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, 2010.31.2*

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, 2010.32.1*

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, 2010.32.2*

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.




44





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated: October 25, 2011





DUTCH GOLD RESOURCES, INC./s/ Daniel W. HollisDaniel Hollis,Chief Executive Officer and Director(Principal Executive Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicate





November 2, 2011/s/ Daniel W. HollisDaniel Hollis,Chief Executive Officer and Director(Principal Executive Officer)November 2, 2011
/s/ Tom LeaheyTom Leahey,Chief Financial Officer,  Director

(Principal Accounting Officer)


November 2, 2011
/s/ Lance RosmarinLance Rosmarin





45





EXHIBIT INDEX





Exhibit

No.

Description2.1

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, 20024.1

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).




46





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, 1996.10.5

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.




47





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.


48





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, 2010.21.1

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, 2010.31.2*

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, 2010.32.1*

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, 2010.32.2*

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.





* Filed herewith.      † Management contract or compensatory plan





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