UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2012 or
¨ | 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 333-72163
DUTCH GOLD RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 58-2550089 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
3500 Lenox Road Suite 1500
Atlanta, GA 30326
(Address of principal executive offices)(Zip Code)
(949) 420-4400
(Registrant’s telephone number, including area code)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨ | (Do not check if smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of September 20, 2012, the issuer had 2,322,660,047 shares of common stock, par value $.001 per share, issued and outstanding.
EXPLANATORY NOTE
The sole purpose of this amendment to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, originally filed by Dutch Gold Resources, Inc. (the “Registrant”) with the Securities and Exchange Commission on August 20, 2012 (the “Original Form 10-Q”), is to furnish the exhibits required by Item 601(b)(101) (Interactive Data File) of Regulation S-K, which are being furnished within 30 days of the filing of the Original Form 10-Q, as permitted by Rule 405(a)(2)(ii) of Regulation S-T.
No other changes have been made to the Original Form 10-Q and the Original Form 10-Q has not been modified or updated to reflect events occurring subsequent to its original filing date.
Item 6. Exhibits
The Exhibit Index following the signature page is hereby incorporated by reference herein.
Exhibit Number |
Description of Exhibits | |
31.1 | Chief Executive Officer Certification pursuant to Rule 13a(14a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
31.2 | Chief Financial Officer Certification pursuant to Rule 13a(14a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema Document** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** |
* | These exhibits were previously included or incorporated by reference in Dutch Gold Resources, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012. | |
** | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dutch Gold Resources, Inc. | |||
Date: September 19, 2012 | /s/ Daniel Hollis | ||
By: | Daniel Hollis | ||
Its: | Chief Executive Officer | ||
(Principal Executive Officer) |
/s/ Thomas Leahey | |||
By: | Thomas Leahey | ||
Its: | Chief Financial Officer | ||
(Principal Financial Officer) |
EXHIBIT INDEX
Exhibit Number |
Description of Exhibits | |
31.1 | Chief Executive Officer Certification pursuant to Rule 13a(14a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
31.2 | Chief Financial Officer Certification pursuant to Rule 13a(14a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema Document** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** |
______________________________
* | Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. |
** | Furnished with this Amendment No. 1. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $)
|
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2012
|
Dec. 31, 2011
|
Jun. 30, 2012
Accrued Liabilities [Member]
|
Dec. 31, 2011
Accrued Liabilities [Member]
|
Feb. 12, 2011
James De Smet [Member]
|
|
Operating Leases, Rent Expense, Net | $ 1,000 | ||||
Accrued Liabilities | 162,000 | 162,000 | |||
Payroll liabilities | 772,981 | 772,981 | 50,000 | 50,000 | |
Accounts Payable, Trade, Current | 17,213.96 | ||||
Legal Fees | $ 51,442.57 |
CAPITAL STOCK (Details) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Warrants,Outstanding, December 31, 2011 | 23,302,500 |
Warrants,Granted | 0 |
Warrants,Forfeited/Expired | 0 |
Warrants,Exercised | 0 |
Warrants,Outstanding, June 30, 2012 | 23,302,500 |
Weighted Average Exercise Price,Outstanding, December 31, 2011 | 0.09 |
Weighted Average Exercise Price, Granted | $ 0 |
Weighted Average Exercise Price, Forfeited/Expired | $ 0 |
Weighted Average Exercise Price ,Exercised | $ 0 |
Weighted Average Exercise Price,Outstanding, June 30, 2012 | 0.09 |
Aggregate Intrinsic Value Outstanding, June 30, 2012 | $ 0 |
RELATED PARTY TRANSACTIONS (Details Textual) (USD $)
|
Jun. 30, 2012
|
Jun. 26, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Accounts payable-related parties | $ 712,545 | $ 599,083 | |
Chief Executive Officer [Member]
|
|||
Accounts payable-related parties | 316,629 | 257,056 | |
Prevailing Market Rate Of Common Shares | 40,000 | ||
Chief Operating Officer [Member]
|
|||
Accounts payable-related parties | 332,704 | 290,704 | |
Prevailing Market Rate Of Common Shares | 40,000 | ||
Chief Financial Officer [Member]
|
|||
Accounts payable-related parties | $ 96,512 | $ 51,323 |
INVESTMENTS IN SECURITIES
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Equity Method Investments and Joint Ventures [Abstract] | |
Cost and Equity Method Investments Disclosure [Text Block] | NOTE 4—INVESTMENTS IN SECURITIES
On March 26, 2010, the Company acquired 4,950,000 shares of common stock ofShamika2 Gold with an investment value of $1,237,500. Securities to be held for indefinite periods of time, but not necessarily to be held to maturity or on a long-term basis, are classified as available for sale and carried at fair value with unrealized gains or losses reported as a separate component of shareholders' deficit in accumulated other comprehensive (loss) income in the condensed consolidated balance sheets. As of December 31, 2010, the Company held 4,905,000Shamika2 Gold shares and recorded a fair value of $3,188,250 as investments available for sale with $1,962,000 recorded as an unrealized gain in accumulated other comprehensive income. As of June 30, 2011, the Company held 4,792,836 shares with a fair value recorded of $1,150,281 and a $71,675 unrealized loss in its investment recorded in accumulated other comprehensive loss. Other comprehensive loss recorded during three month period ended June 30, 2011 due to a decrease in the fair market value ofShamika2 Gold’s shares was $2,033,675. Through June 30, 2011, based on management’s intent of holding the majority of the shares inShamika2 Gold equity security, the investment was classified as a short term investment in available for sale securities. During third quarter 2011, due to difficulties experienced in raising capital to fund operations and due to capital needed to pursue and develop current projects, along with the fact that theShamika2 Gold shares had continued to decrease in fair value over the period that the Company has held the shares, management made the decision to liquidate the majority of its investment inShamika2 Gold. 3,437,836 shares were liquidated during third quarter 2011 which resulted in cash proceeds of $147,508. In addition, during third quarter 2011, 600,000 shares ofShamika2 Gold were transferred to certainnoteholdersfor consideration to extend thesenoteholdersforbearance rights to covert notes into shares of common stock. This disposition and transfer of shares resulted in a realized loss on the previously classified available for sale securities of $884,697 and as of December 31, 2011, all amounts previously recorded through accumulated other comprehensive income were realized ($1,962,000). During the third quarter of 2011, resulting from purchases made previously under subscription agreements, the Company also received 666,672 shares ofShamika2 Gold and recorded the fair value of the investment of $9,333 as an investment in trading securities
For the year ended December 31, 2011, the Company recorded $200,000 as an unrealized loss on trading securities in its consolidated statements of operations for the remainingShamika2 Gold shares held. There was no material change in fair value of theShamika2 Gold common stock from December 31, 2011 to June 30, 2012 and therefore no additional accounting entries have been recorded for the three month period ending June 30, 2012 related to this investment. The common stock ofShamika2 Gold is quoted on the Over-the-Counter Bulletin Board under the symbol “SHMX” and is, therefore, considered a Level 1investment in the fair value hierarchy. |