form10ksb.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended June 30, 2006

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

For the transition period from to

Commission file number: 000-30805

DUTCH GOLD RESOURCES, INC.

(formerly Small Town Radio, Inc.)

(Name of Small Business Issuer in Its Charter)

Nevada

(State or other jurisdiction of incorporation or organization)

84-1125214

(I.R.S. Employer Identification Number)

1800 Century Boulevard, Suite 1200, Atlanta, Georgia

(Address of Principal Executive Offices)

30345

(Zip Code)

(404) 419-2440

(Issuer's Telephone Number, Including Area Code)

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

None

(Title of Class)

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

Common Stock, par value $0.001 per share

(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨ No x

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

The issuer's revenues for the most recent fiscal year were $0.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company as of June 30, 2006, was $88,240 (based on the average bid and ask price of $0.01).

The number of shares outstanding of the issuer's stock, $0.001 par value per share, as of June 30, 2006 was 13,109,000.

Transitional Small Business Disclosure Format (check one):

Yes ¨ No x

TABLE OF CONTENTS

		PART I
ITEM 1.		Description of Business
ITEM 2.		Description of Properties
ITEM 3.		Legal Proceedings
ITEM 4.		Submission of Matters to a Vote of Security Holders

		PART II
ITEM 5.		Market for the Company’s Common Equity and Related Stockholder Matters
ITEM 6.		Management’s Discussion and Analysis of Financial Condition and Results of Operation
ITEM 7.		Financial Statements and Supplementary Data
ITEM 8.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 8A.		Controls and Procedures
		PART III

ITEM 9.		Directors and Executive Officers of the Company
ITEM 10.		Executive Compensation
ITEM 11.		Security Ownership of Certain Beneficial Owners and Management
ITEM 12.		Certain Relationships and Related Transactions
ITEM 13		Principal Accounting Fees and Services

		PART IV

ITEM 14.		Exhibits, Financial Statement Schedules and Reports on Form 8-K

SIGNATURES

CERTIFICATIONS

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FORWARD-LOOKING STATEMENTS

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

• our ability to successfully implement our operating strategies;

• changes in the availability of debt or equity capital and increases in borrowing costs or interest rates;

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

• changing demographics;

• changes in the laws and government regulations applicable to us; and

• increased competition.

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

PART I

Item 1. Description of Business.

HISTORY

The Company was incorporated in Colorado on October 13, 1989 as Ogden, McDonald & Company for the purpose of seeking out acquisitions of properties, businesses, or merger candidates, without limitation as to the nature of the business operations or geographic location of the acquisition candidate. On July 22, 1996, Ogden, McDonald & Company completed a transaction pursuant to which the shareholders of Worldwide PetroMoly Corporation, a Texas corporation, acquired approximately 90.6% of the shares outstanding in Ogden, McDonald & Company, and Worldwide PetroMoly Corporation became a wholly owned subsidiary of Ogden, McDonald & Company. On October 11, 1996, Ogden, McDonald & Company changed its name to Worldwide PetroMoly, Inc. From July 22, 1996, until June 1, 2001, through Worldwide PetroMoly we engaged in the business of manufacturing, marketing and distributing a line of molybdenum-fortified lubricant products called PetroMoly™, an engine oil additive designed to enhance and maintain engines. Our lubricant business was operated entirely out of Worldwide PetroMoly. However, we were unable to create a sustained commercial market for our lubricant products, and Worldwide PetroMoly incurred significant and on-going losses.

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

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

On May 18, 2003, Small Town Radio, Inc. (the “Company”) and its wholly owned subsidiary, Small Town Radio of Georgia, Inc., filed voluntary petitions under Chapter 11 of title 11, United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”) (Case Nos. 03-67044 and 03-67043, respectively). The Company subsequently refocused to become a natural resources company, changing its name to Tombstone Western Resources, Inc. on May 1, 2006. On December 7, 2006 the Company changed its name to Dutch Gold Resources, Inc. in anticipation of its’ acquisition of Dutch Mining, LLC which occurred January 16, 2007.

DESCRIPTION OF BUSINESS

Overview

Our business strategy is to seek additional financing to recapitalize the business and become a natural resources company.

On November 19, 2003, Small Town Radio, Inc. and its subsidiary (collectively "the Company") entered into a Second Amendment to Asset Purchase Agreement ("the Agreement"). Under the terms of the Agreement, the Company sold all of the assets related to WDGR-AM licensed in Dahlonega, Georgia to USK Broadcasting, Inc. in exchange for cash in the amount of $270,000 and a note in the amount of $30,000 due and payable on January 19, 2004 and a second note in the amount of $100,000 due and payable November 19, 2004.

Operating Strategy

Our business strategy is to seek additional financing to recapitalize the business and become a natural resources company. To achieve these goals, we intend to:

• coordinate the search for and the attainment of additional debt financing;

• coordinate the search for and the attainment of additional investments from private investors;

• maintain the operations of the Company to facilitate the plan of becoming a natural resources company;

Source of Revenues

We do not anticipate generating revenues in the next twelve months.

Employees.

The Company employed one person as of June 30, 2006.

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Item 2. Description of Property.

We currently lease approximately 750 square feet of space in Atlanta, Georgia for our corporate office and operations on a month-to-month basis. Our monthly rental charge for these offices is approximately $1,000 per month. We believe that these offices generally are adequate for our current needs and our needs in the immediate future.

Item 3. Legal Proceedings.

From time to time, we are party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. At present, we are not involved in any legal proceedings nor are we party to any pending or threatening claims that could reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations.

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

None.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information and Holders

(a) Market Information.

Quotations for our common stock are reported on the OTC Bulletin Board under the symbol "DGRI." The following table sets forth the range of high and low bid information for the periods indicated since July 1, 2004:

2004	High		Low
First Quarter, Fiscal Year 2004 (July 1 to September 30)	$	0.01	$	0.01
Second Quarter, Fiscal Year 2004 (October 1 to December 31)	$	0.01	$	0.01

2005
Third Quarter, Fiscal Year 2005 (January 1 to March 31)	$	0.01	$	0.01
Fourth Quarter, Fiscal Year 2005 (April 1 to June 30)	$	0.01	$	0.01
First Quarter, Fiscal Year 2005 (July 1 to September 30)	$	0.01	$	0.01
Second Quarter, Fiscal Year 2005 (October 1 to December 31)	$	0.01	$	0.01

2006
Third Quarter, Fiscal Year 2006 (January 1 to March 31)	$	0.01	$	0.01
Fourth Quarter, Fiscal Year 2006 (April 1 to June 30)	$	0.01	$	0.01

High and low quotation information was obtained from data provided by Morgan Stanley & Co. Quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not reflect actual transactions.

Since the Company's shares began trading in the over-the-counter market on the OTCBB, the prices for its shares have fluctuated widely. There may be many factors that may explain these variations. The Company believes that such factors include (a) the demand for its common stock, (b) the number of shares of the Company's common stock available for sale, (c) developments in the PEO industry, and (d) changes in the performance of the stock market in general, among others.

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In recent years, the stock market has experienced extreme price and volume fluctuations that have had a substantial effect on the market prices for many small and emerging growth companies such as the Company, which may be unrelated to the operating performances of the specific companies. Some companies that have experienced volatility in the market place of their stock have been the objects of securities class action litigation. If the Company became the object of securities class action litigation, it could result in substantial costs and a diversion of its management’s attention and resources and have an adverse effect on the Company's ability to implement its business plan. In addition, holders of shares of the Company's common stock could suffer substantial losses as a result of fluctuations and declines in the market price of the Company's common stock.

The trading of shares of the Company's common stock is subject to limitations set forth in Rule 1 Sg-9 of the Securities Exchange Act. This rule imposes sales practice requirements on broker-dealers who sell so-called “penny stocks” to persons other than established customers, accredited investors or institutional investors. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer: (i) approve a person's account for transactions in penny stocks; and (ii) receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

(b) Holders

As of June 30, 2006, we had 179 stockholders of record of our common stock.

Dividend Policy

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

Recent Sales of Unregistered Securities

During the year ended June 30, 2006, no securities of the Company which were not registered under the Securities Act of 1933, as amended (the "Securities Act") were sold by the Company except as follows:

None

Item 6. Management's Discussion and Analysis of Plan of Operation.

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

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GOING CONCERN

In connection with their audit report on our consolidated financial statements as of June 30, 2006, Ronald Chadwick, PC, our independent certified public accountants, expressed substantial doubt about our ability to continue as a going concern because such continuance is dependent upon our ability to raise capital.

We have explored, and continue to explore, all avenues possible to raise the funds required. We have minimal revenue-producing activity. We also need capital to fund overhead and administrative costs as well as transaction expenses. At June 30, 2006, accounts payable to vendors totaled $41,151. At June 30, 2006, our current monthly cash requirement was approximately $35,000 per month. We have met our operating costs to date through loans from our shareholders; however, there can be no assurance that our shareholders will be able or willing to make additional loans to us in the future to fund continued operations. We estimate that the minimum level of funding that we will require to meet our operating requirements through June 30, 2007 is approximately $400,000.

Ultimately, we must achieve profitable operations if we are to be a viable entity. We intend to purchase existing operations that are currently operating at breakeven or are individually profitable. Although we believe that there is a reasonable basis to believe that we will successfully raise the needed funds, we cannot assure you that we will be able to raise sufficient capital to sustain operations or that we will be able to achieve, or maintain, a level of profitability sufficient to meet the operating expenses of the corporate office.

Cash Flow

We have a working capital deficit of $1,783,715 at June 30, 2006 compared to a deficit of $2,265,340 at June 30, 2005. This increase in working capital deficit resulted from the write off of certain debts during the current fiscal year.

For the fiscal year ended June 30, 2006, operations used $30,556 of cash. Financing activities provided $91,810 during the period and consisted mainly of stockholder loans. We expect to continue to have operating cash flow deficiencies for the near term, and for the remainder of the 2007 fiscal year.

Capital Resources

We currently have limited sources of capital, including the public and private placement of equity securities and the possibility of debt. With virtually no assets, the availability of funds from traditional sources of debt will be limited, and will almost certainly involve pledges of assets or guarantees by officers, directors and stockholders. Stockholders and directors have advanced funds to us in the past, but we cannot assure you that they will be a source of funds in the future.

As of June 30, 2006, we had minimal cash. We estimate that, based upon our current business plan for becoming a natural resources company, we will require up to $800,000 over the next two years. The estimated funding required for the first year of our business plan is $400,000. We believe that the funding generated by shareholder loans will be sufficient to fund cash requirements for the next year of operations.

Operations Outlook

As a result of the Company's seeking protection under the Bankruptcy Code, the Company has little operations at June 30, 2006. We do not currently have funds sufficient to carry out any of our operations, or to execute our plan of becoming a natural resources company. In order to act upon our operating plan discussed herein, we must be able to raise sufficient funds from (i) debt financing; or, (ii) new investments from private investors. There can be no assurance that we will be able to obtain debt or equity financing or generate sufficient revenue to produce positive cash flow from operations.

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RESULTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2006 AND JUNE 30, 2005

The operating loss for the year ended June 30, 2006 was $350,499, an increase of $4,598 over the year ended June 30, 2005. Revenue for the year ended June 30, 2006 was $0, the same as the year ended June 30, 2005. Interest expense and financing costs for the year ended June 30, 2006 were $64,242, consistent with the prior year. The total income for the year ended Jun3 30, 2006 was $481,625. The income in 2005 included a gain on debt relief of $834,766.

The operating loss for the year ended June 30, 2005 was $345,901, a decrease of $421,319 over the year ended June 30, 2004. This decrease is due to a sale of assets in 2004. Revenue for the year ended June 30, 2005 was $0, the same as the year ended June 30, 2004. The income in 2004 included a gain of $400,000 for the sale of assets. Interest expense and financing costs for the year ended June 30, 2005 were $58,527, consistent with the prior year. The total loss for the year was $404,428.

Item 7. Financial Statements.

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

		Page
Report of Independent Accountants		F-2
Small Town Radio, Inc. Consolidated Financial Statements
Consolidated Balance Sheets at June 30, 2006 and 2005		F-3
Consolidated Statements of Operations for the years ended June 30, 2006 and 2005		F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2006, and 2005		F-5
Consolidated Statements of Stockholders' Deficit for the period from June 30, 2004 to June 30, 2006 and June 30, 2005		F-6
Notes to Consolidated Financial Statements		F-7

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

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RISK FACTORS

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

Our independent public accountants have expressed doubt about our ability to continue as a going concern in their report on our June 30, 2006 and 2005 financial statements. Our independent public accountants have advised us that our continuance as a going concern is dependent upon our ability to raise capital. There is no assurance that we will be able to raise sufficient capital or generate sufficient cash from operations to continue as a going concern.

We have sustained a history of losses.

To date the Company has sustained substantial losses. During the year ended June 30, 2006, the Company had a net loss of approximately $ 481,625, compared to a net loss of $404,428 during 2005. At June 30, 2006, the Company had an accumulated deficit of approximately $3,616,638. There can be no assurances that the Company will ever achieve the level of revenues needed to be operationally profitable in the future and if profitability is achieved, that it will be sustained.

Because of our limited operations and the fact that we are currently generating no revenue, we are unable to service our debt obligations.

We currently have approximately $594,627 in debt pursuant to promissory notes issued by us. We are presently unable to meet our interest obligations in the amount of $213,446 under these notes. We are also trying to secure additional debt financing by borrowing money from a bank, but have not yet succeeded in doing so. Our ability to satisfy our current debt service obligations, and any additional obligations we might incur will depend upon our future financial and operating performance, which, in turn, are subject to prevailing economic conditions and financial, business, competitive, legislative and regulatory factors, many of which are beyond our control. If our cash flow and capital resources continue to be insufficient to fund our debt service obligations, we may be forced to reduce or delay planned acquisitions, expansion and capital expenditures, sell assets, obtain additional equity capital or restructure our debt. We cannot assure you that our operating results, cash flow and capital resources will be sufficient for payment of our debt service and other obligations in the future.

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

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

It is our policy not to pay dividends.

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

Existing shareholders may face dilution from our financing efforts

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

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

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

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On November 6, 2003, Bridges & Dunn-Rankin, LLP resigned as Small Town Radio Incorporated's ("STWIQ") independent accountants, and on December 6, 2004, the Board of Directors of Small Town Radio approved the engagement of Stark Winter Schenkein & Co., LLP as its independent accountants.

Bridges & Dunn-Rankin, LLP were the independent accountants for the Registrant for the report for the fiscal year ended June 30, 2002. The report of independent accountants issued by Bridges & Dunn-Rankin, LLP for the years ended June 30, 2002 and 2001 disclosed an uncertainty regarding the company's ability to continue as a going concern.

During the two fiscal years ended June 30, 2001 and June 30, 2002, and subsequent interim period through the date of this report, there were no disagreements with Bridges & Dunn-Rankin, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to Bridges & Dunn-Rankin, LLP's satisfaction would have caused them to make reference to the subject matter of the disagreement(s) in connection with its report.

On March 5, 2003, Bridges & Dunn-Rankin, LLP informed the Board of Directors they had noted material weaknesses in the Company's internal controls during the interim period after June 30, 2002.

The Registrant has provided to Bridges & Dunn-Rankin, LLP its former accountants, a copy of the disclosures contained in this Item 4 and the Registrant has received a letter from Bridges Dunn-Rankin, LLP, addressed to the Commission, confirming the statements made by the Registrant in this Item 4.

During the two fiscal years of the Registrant ended June 30, 2002 and the subsequent period hereto, Small Town Radio did not consult with Stark Winter Schenkein & Co., LLP regarding any matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

Item 8A. Controls and Procedures

Disclosure Controls

Pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive and Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Chief Executive and Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the report.

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Changes in Internal Control Over Financial Reporting

The Chief Executive and Financial Officer conducted an evaluation of our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) (“Internal Control”) to determine whether any changes in Internal Control occurred during the year ended June 30, 2006, that have materially affected or which are reasonably likely to materially affect Internal Control. Based on that evaluation, no such change occurred during such period.

Based upon the evaluation conducted by management in connection with the audit of the Company’s financial statements for the year ended June 30, 2006, the Company did not identify any material weaknesses in our internal control over financial reporting. A material weakness is “a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by the Company in a timely manner.”

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

Name	Age	Title
Daniel W. Hollis	55	Chairman of the Board and Chief Executive and Financial Officer
Donald Boyd	39	Director
Lance J. Rosmarin	44	Director

Daniel W. Hollis, 55,Chairman of the Board and Chief Executive and Financial Officer. Mr. Hollis has served as our Chairman and Chief Executive Officer since February 11, 2002. Mr. Hollis is an experienced entrepreneur who combines both operational experience and financial acumen. He has been a Registered Principal of an NASD brokerage, and participated in both private and public financings. He has led numerous start-ups, primarily in healthcare and technology. In addition to his role at the Company and since 2001. Mr. Hollis serves as Chairman of Segue Solutions, LLC, a privately held technology company. Prior thereto and from 1997, he served as consultant to numerous privately held companies through Bagswell Capital, LLC, a privately held management consultancy. From 1995 to 1999, Mr. Hollis was Chairman and CEO of Alignis, Inc., a privately held, venture capital-funded, specialty managed healthcare company.

Donald Boyd, 39, Director. Mr. Boyd is a radio station executive with 15 years' experience in the radio broadcast industry. Prior to joining the Company on July 30, 2001 and from 1999, he was Regional General Manager for Root Communication, where he had profit and operations responsibility for seven stations in three markets similar to the markets we target. From June 1998 to December 1999, Mr. Boyd was a manager with Dickey Brothers Broadcasting, Inc. From June 995 to June 1998, he owned and operated a profitable radio station in Gainesville, Florida.

Lance J. Rosmarin, 44, Director. Mr. Rosmarin has been a member of our Board of Directors since June 1, 2001. From 1993 to June 1, 2001, he was Secretary, Treasurer and a Director of Worldwide PetroMoly Corporation, which became our operating subsidiary in July 1996. Following our acquisition of Worldwide PetroMoly, Mr. Rosmarin served as our Chief Financial and Accounting Officer from July 1996 to June 1, 2001, and as our President from January 1998 to June 1, 2001. From 1993 to 1996, in addition to his position with Worldwide PetroMoly, he served as Vice President and Secretary and was a Director of Citadel Computer Systems, Inc., as well as serving as an officer and director of several private companies. From 1990 to1993, Mr. Rosmarin was employed by Gertner, Aron, Ledet and Lewis Investments.

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

Item 10. Executive Compensation.

SUMMARY COMPENSATION TABLE

The table below shows the annual, long-term and other compensation for services in all capacities to the Company and its subsidiaries paid during the year ended June 30, 2006 to the Chief Executive Officer and the other four most highly compensated executive officers of the Company during the year ended June 30, 2006 (our "named executive officers"):

Annual Compensation

Long Term Compensation

Name and Position

Year

Salary ($)

Bonus ($)

Other Annual Compensation ($)

Restricted Stock Awards($)

Securities Underlying Options/SARS (#)

All Other Compensation ($)

Daniel W. Hollis

2006

−

Chairman and Chief Executive and Financial Officer(1)

2005

−

Donald Boyd

2006

−

2005

−

Lance J. Rosmarin

2006

−

2005

−

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

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The table below shows the number of options to purchase shares of our common stock that were granted to each of our named executive officers during fiscal 2006:

Name		Number of Securities Underlying Options/SARs Granted(#)		Percent of Total Options/SARs Granted to Employees in Fiscal Year		Exercise or Base Price ($/share)			Expiration Date
Daniel W. Hollis		−		−		−

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

The table below shows the number of stock options held at the end of or exercised during fiscal 2006 for each of our named executive officers:

Number of Securities Underlying Unexercised Options/SARs at Fiscal Year-End (#)

Value of Unexercised In-The-Money Options/SARs at Fiscal Year-End ($)(1)

Name

Shares Acquired on Exercise (#)

Value Realized

Exercisable

Unexercisable

Exercisable

Unexercisable

Daniel W. Hollis

46,296

−

46,296

−

463

−

(1) Based on $0.01 per share, the closing price of our common stock as quoted on the Over-the-Counter Bulletin Board on June 30, 2006.

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

The table below shows the amount of common stock of the Company beneficially owned as of September 25, 2006 by each of the following:

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

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

3. All executive officers and directors as a group.

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

Name and Address(1)	Amount and Nature of Beneficial Ownership(2)		Percentage of Class(3)
Daniel W. Hollis (4)		1,646,939		12.6	%
Donald Boyd (4)(5)		124,457		.09	%
Lance Rosmarin (5)		316,666		2.4	%
Gilbert Gertner 1300 Post Oak Blvd, Suite 1985 Houston, TX 77056		833,342		6.4	%
Wayne Shortridge (6) 600 Peachtree Street, NE, Suite 2400 Atlanta, GA 30308-2222		1,363,581		10.4	%
All directors and executive officers as a group(3 persons)		2,088,062		15.9	%

* Less than one percent of our common stock.

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(1) If no address is given, the named individual is an executive officer or director of Small Town Radio, Inc., whose business address is 1800 Century Boulevard, Suite 1200, Atlanta, Georgia 30045.

(2) Shares of common stock that a person has the right to acquire within 60 days of June 30, 2006 are deemed outstanding for computing the percentage ownership of the person having the right to acquire such shares, but are not deemed outstanding for computing the percentage ownership of any other person.



(3) As of September 30, 2006, there were 13,109,000 shares of common stock issued and outstanding.

(4) Includes the following numbers of shares of common stock that may be acquired within 60 days of September 30, 2006, through the exercise of stock options: all directors and executive officers as a group, 46,296 shares.

(5) Mr. Rosmarin's beneficial ownership consists of 205,556 shares of common stock held by Mr. Rosmarin directly and 111,111 shares held by a trust of which Mr. Rosmarin is the sole trustee.

(6) Mr. Shortridge's beneficial ownership consists of 1,305,336 shares of common stock held by Bolling Investments, LLC, an entity of which Mr. Shortridge is the sole owner, and 58,245 shares of common stock issuable upon exercise of warrants issued to Mr. Shortridge in fiscal year 2002 in conjunction with the issuance of a note by the Company in the amount of $216,000.

Equity Compensation Plan Information

The following table provides certain information about our equity compensation plans:

Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available forfeiture issuance under equity compensation plans
Equity compensation plans approved by stockholders		-			-		-
Equity compensation plans not approved by stockholders		46,236		$	0.54		1,064,875

Total		43,236		$	0.54		1,064,875

Item 12. Certain Relationships and Related Transactions.

Notes Payable to Bolling Investments, LLC. In 2001, Bolling Investments, LLC, one of our founding stockholders, has made two separate loans to Small Town Radio, Inc. in a total principal amount equal to $17,500. The loans are evidenced by demand notes and bear interest at 12% per annum. We believe that the terms of these loans are at least as favorable to us as any loan we could obtain through arms-length bargaining with an unrelated party.

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Note Payable to Wayne Shortridge. Wayne Shortridge, the only member of our stockholder Bolling Investments, LLC, loaned us $216,000 to acquire the assets of WDGR AM. Mr. Shortridge purchased our promissory note in the stated principal amount of $216,000 pursuant to a Note Purchase Agreement dated as of June 17, 2002. The Note is secured by the assets of WDGR AM pursuant to a Security Agreement dated as of June 17, 2002.Pursuant to the Note Purchase Agreement, we also issued Mr. Shortridge a warrant to purchase 58,245 shares of our common stock at a price of $2.82 per share. Without this loan we could not have acquired WDGR AM, and we believe the terms of the loan are at least as favorable to us as any terms we could have obtained through arms-length bargaining with an unrelated party.

Note Payable to Wayne Shortridge. Wayne Shortridge, the only member of our stockholder Bolling Investments, LLC, one of our founding stockholders, made several additional loans in 2003 to Small Town Radio, Inc. in a total principal amount equal to $102,300. The loans are evidenced by demand notes and bear interest at 12% per annum. We believe that the terms of these loans are at least as favorable to us as any loan we could obtain through arms-length bargaining with an unrelated party.

Item 13. Exhibits, List and Reports on Form 8-K.

(a) Exhibits. Exhibits required by Item 601 of Regulation S-B are incorporated herein by reference and are listed on the attached Exhibit Index, which begins on page X-1 of this Annual Report on Form 10-KSB.

(b) Reports on Form 8-K. During the fiscal quarter ended June 30, 2006, the Company filed the following Current Reports on Form 8-K:

None.

Item 14. Principal Accountant Fees and Services

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Ronald Chadwick, P.C. for fiscal 2006 and 2005.

	Fiscal 2006		Fiscal 2005

Audit fees (1)	$	---	$	---
Audit-related fees	$	1,500	$	1,500
Tax fees (2)	$	-	$	-
All other fees	$	500	$	500

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

(2) For fiscal 2006 and 2005, respectively, tax fees principally included tax compliance fees of $0 and $0.

All audit related services, tax services and other services are and were pre-approved by the Company’s Board of Directors, which concluded that the provision of such services by Ronald Chadwick, P.C., was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DUTCH GOLD RESOURCES, INC.

By:	/s/Daniel W. Hollis
	Daniel W. Hollis, Chief Executive Officer

By:	/s/Daniel W. Hollis
	Daniel W. Hollis, Chief Financial Officer

Date: December 28, 2007

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DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

FINANCIAL STATEMENTS

As of June 30, 2006 and 2005

and for the years then ended

with

REPORT OF INDEPENDENT ACCOUNTANT

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RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Dutch Gold Resources, Inc.

Atlanta, Georgia

I have audited the accompanying consolidated balance sheets of Dutch Gold Resources, Inc. (formerly Small Town Radio, Inc.) as of June 30, 2006 and 2005, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dutch Gold Resources, Inc. as of June 30, 2006 and 2005, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements the Company has suffered losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado		/s/ Ronald R. Chadwick, P.C.
October 25, 2007		RONALD R. CHADWICK, P.C.

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DUTCH GOLD RESOURCES, INC.
(Formerly Small Town Radio, Inc.)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2006 AND 2005

	June 30, 2006			June 30, 2005
Assets
Current Assets
Cash	$	5,697		$	443

Total current assets		5,697			443


TOTAL ASSETS	$	5,697		$	443

Liabilities and Stockholders' Deficit
Current Liabilities
Notes payable-stockholders	$	594,627		$	537,500
Accounts payable		41,451			616,217
Accounts payable-related party		900,000			675,000
Accrued interest		213,446			171,861
Accrued settlement costs		-			260,000
Loans from shareholders		39,888			5,205

Total current liabilities		1,789,412			2,265,783

Stockholders’ Deficit
Preferred stock, $.001 par value 100,000,000 authorized, no share issued and outstanding in 2006 and 2005		-			-
Common stock, $.001 par value 100,000,000 authorized, 13,109,000 issued and outstanding in 2006 and 2005		13,109			13,109
Additional paid-in-capital		1,819,814			1,819,814
Accumulated deficit		(3,616,638	)		(4,098,263	)

Total stockholders’ deficit		(1,783,715	)		(2,265,340	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,697		$	443

See notes to consolidated financial statements

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DUTCH GOLD RESOURCES, INC.
(Formerly Small Town Radio, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2006 and 2005

	June 30, 2006			June 30, 2005

Net Sales	$	-		$	-

Operational Expenses

Organizational, selling, general and administrative expenses		5,157			6,193
Professional fees		49,102			5,750
Write off expense		56,000			98,800
Rent and repairs and maintenance		15,240			10,158
Salaries, wages and benefits		225,000			225,000

		350,499			345,901

Operating loss		(350,499	)		(345,901	)

Other income (expense)

Interest expense		(64,242	)		(58,527	)
Gain from previous write-off		61,600			-
Gain on debt relief		834,766			-

Income (loss) before income taxes		481,625			(404,428	)

Income tax provision		-			-

Net income		481,625			(404,428	)

Basic earnings per share	$	0.04		$	(0.03	)
Weighted average shares outstanding		13,109,000			13,109,000
Fully diluted earnings per share	$	0.04		$	(0.00	)
Fully diluted weighted average shares outstanding		13,171,778			13,109,000

See notes to consolidated financial statements

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DUTCH GOLD RESOURCES, INC.
(Formerly Small Town Radio, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2006 and 2005

	June 30, 2006			June 30, 2005

Operating Activities

Net income (loss)	$	481,625		$	(404,428	)
Adjustments to reconcile net loss to cash used by operating activities
Write-off expense		56,000			-
Gain on debt relief		(834,766	)		-
Note receivable from shareholder – write-off		-			98,800
Changes in assets and liabilities
Accounts payable-related party		225,000			225,000
Accrued expenses		41,585			58,527

Net cash used by operating activities		(30,556	)		(22,101	)
Investing activities
Note receivable lending		(56,000	)		(1,200	)

Net cash used by investing activities		(56,000	)		(1,200	)

Financing activities
Notes payable-borrowings		85,000			(5,000	)
Loans from shareholders		34,683			(12,005	)
Notes payable-payments		(27,873	)		-

Net cash provided by financing activities		(91,810	)		(17,005	)

Net (decrease)increase in cash		5,254			(3,896	)

Cash, beginning of period		443			4,339

Cash, end of period	$	5,697		$	443
Non cash investing and financing activities	$	-		$	-
Cash paid for interest	$	22,127		$	-
Cash paid for income taxes	$	-		$	-

See notes to consolidated financial statements

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DUTCH GOLD RESOURCES, INC
(Formerly Small Town Radio, Inc.)
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED JUNE 30, 2006 AND 2005


	Common Stock
			Dollars at		Paid in Cap.		Accum			Stockholders'
	Shares		Par ($.001)		Dollars $		Deficit			Deficit

Balances 6/30/04		13,109,000	$	13,109	$	1,819,814	$	(3,693,835	)	$	(1,860,912	)

Gain (loss) for year								(404,428	)		(404,428	)

Balances 6/30/05		13,109,000	$	13,109	$	1,819,814	$	(4,098,263	)	$	(2,265,340	)

Gain (loss) for year								481,625			481,625


Balances 6/30/2006		13,109,000	$	13,109	$	1,819,814	$	(3,616,638	)	$	(1,783,715	)

See notes to consolidated financial statements

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DUTCH GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NATURE OF OPERATIONS

Small Town Radio, Inc. , A Nevada Corporation, ("the Company") decided to exit the radio business. Since leaving the radio business the company refocused to become a natural resources Company, changing its name to Tombstone Western Resources, Inc. on May 1, 2006. On December 7, 2007 the Company changed its name to Dutch Gold Resources, Inc. in anticipation of its’ acquisition of Dutch Mining, LLC which occurred January 7, 2007.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the operations of Small Town Radio, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated.

ORGANIZATIONAL AND START-UP EXPENSES

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

EARNINGS PER SHARE

Earnings per share have been computed based upon the weighted-average common shares outstanding during each year. Diluted earnings per share have not been presented due to the Company incurring a loss from continuing operations.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

ACCOUNTS RECEIVABLE

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At June 30, 2006 and 2005 the Company had no balance in its allowance for doubtful accounts.

REVENUE RECOGNITION

Revenue is recognized on an accrual basis as earned under contract terms.

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DUTCH GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAX

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

FINANCIAL INSTRUMENTS

The carrying value of the Company’s financial instruments, as reported in the accompanying financial statements, approximates fair value.

FISCAL YEAR

The Company employs a fiscal year ending June 30.

STOCK BASED COMPENSATION

The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2005, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS 123(r) requires that the cost resulting from all share-based payment transactions be recognized in the consolidated financial statements. The Company has adopted the provisions of SFAS No. 123(r) which are effective in general for transactions entered into or modified after June 15, 2005. The adoption did not have a material effect on the results of operations of the Company.

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ consolidated financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The Company has adopted the provisions of SFAS No. 154, which are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption did not have a material effect on the results of operations of the Company. In February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”, to simplify and make more consistent the accounting for certain financial instruments. The Company has adopted the provisions of SFAS No. 155, which are effective in general for financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The adoption did not have a material effect on the results of operations of the Company.

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DUTCH GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The Company has adopted the provisions of SFAS No. 156, which are effective in general for an entity's fiscal year beginning after September 15, 2006. The adoption did not have a material effect on the results of operations of the Company.

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

NOTE 2—INCOME TAX

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

	June 30, 2006				June 30, 2005
Federal and state income tax at the applicable rates		$	481,625			(80,886	)
Change in valuation allowance			(481,625	)		80,886

Actual tax expense			—			—

The components of the deferred tax asset are as follows:

	June 30, 2006				June 30, 2005
Net operating losses and start-up costs		$	1,096,814			1,193,139
Valuation allowance			(1,096,814	)		(1,193,139	)

Net deferred tax asset			—			—

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EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated April 30, 2001 among Small Town Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and certain individual shareholders of Small Town Radio, Inc., as amended and restated, incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K dated May 7, 2001.
2.2		Agreement and Plan of Merger dated as of May 3, 2002 among Worldwide PetroMoly, Inc., a Colorado corporation, and Small Town Radio, Inc., a Nevada corporation incorporated herein by reference to Exhibit B to the Company’s Definitive Information Statement and Form DEF14C filed on May 6, 2002.
2.3		Warranty Bill of Sale and Assignment dated June 25, 2002 among Greenwood Communications Corp., Ann B. Greenwood and the Company, incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated June 17, 2002.
3i.1		Articles of Incorporation of Small Town Radio, Inc. incorporated herein by reference to Exhibit C to the Company’s Definitive Information Statement and Form DEF14C filed on May 6, 2002
3ii.1		Bylaws of Small Town Radio, Inc. incorporated herein by reference to Exhibit C to the Company’s Definitive Information Statement and Form DEF14C filed on May 6, 2002
4.1		$5,000 Demand Note of the Company dated February 3, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.12 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
4.2		$25,000 Demand Note of the Company dated March 26, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.13 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
4.3		$25,000 Demand Note dated June 4, 2001, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 10.14 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
4.4		$12,500 Demand Note dated June 29, 2001, issued to Bolling Investments, LLC, incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
4.5		$50,000 Demand Note of the Company dated August 3, 2001, issued to John F. McMullan, incorporated herein by reference to Exhibit10.16 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
4.6		$216,000 Secured Note of the Company dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit4.1 to the Company's Current Report on Form 8-K dated June 17, 2002.
4.7		Note Purchase Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 17, 2002.
4.8		Security Agreement dated as of June 17, 2002 between the Company and Wayne Shortridge, incorporated herein by reference to Exhibit4.3 to the Company's Current Report on Form 8-K dated June 17, 2002.
4.9		Warrant to Purchase Common Stock of the Company, dated June 17, 2002, issued to Wayne Shortridge, incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K dated June 17, 2002.
10.1†		Worldwide PetroMoly, Inc. Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-67404).
10.2†		Employment Agreement dated as of July 30, 2001 between the Company and Donald L. Boyd, incorporated herein by reference to Exhibit 10.20 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).
10.3		Consulting Agreement dated as of September 10, 2001 between the Company and Richard P. Smyth, incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form SB-2 (File No. 333-70176).

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10.4		Commercial Lease Agreement dated June 25, 2002 between Greenwood Communications Corp. and the Company, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 17, 2002.
16.1		Letter of BKD, LLP dated September 10, 2002, pursuant to Item 304(a)(3) of Regulation S-B, regarding change of certifying accountant, incorporated herein by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K dated September 3, 2002.
21.1*		List of Subsidiaries.
31.1*		Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204),dated December 18, 2007, executed by Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial Officer of the Company.
32.1*		Certification Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley Act of 2002, Public Law 107-204),dated December 18, 2007, executed by Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial Officer of the Company.

* Filed herewith.

† Management contract or compensatory plan

X-2

Subsidiary		Jurisdiction of Incorporation
Small Town Radio of Georgia, Inc.		Georgia

/s/Daniel W. Hollis
Daniel W. Hollis, Chief Executive and Financial Officer

/s/Daniel W. Hollis
Daniel W. Hollis
Chief Executive and Financial Officer
Dutch Gold Resources, Inc.