PINX:DGRI Dutch Gold Resources Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

 

FORM 10-Q

_____________________

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

Commission file number:   333-72163

 

DUTCH GOLD RESOURCES, INC.

 

Nevada 58-2550089
(State of Incorporation) (I.R.S. Employer Identification No.)

 

3500 Lenox Road, NE

Suite 1500

Atlanta, Georgia  30326

(Address of principal executive offices)

 

(404) 419-2440

(Issuer’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 Data 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 larger 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  

 

Transitional Small Business Disclosure Format: Yes ¨ No 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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

 

Class   Outstanding at May 18, 2012
Common Stock, par value $0.001 per share   1,257,544,443

  

 
 

 

DUTCH GOLD RESOURCES, INC.

 

FOR THE QUARTER ENDED MARCH 31, 2012

TABLE OF CONTENTS

 

INDEX Page
   
PART I - FINANCIAL INFORMATION  
   
ITEM 1 – Financial Statements – Unaudited 3
   
Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011 (Unaudited) 3
   
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2012 and 2011 (Unaudited) 4
   
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited) 5
   
Notes to Condensed Consolidated Financial Statements (unaudited) 6
   
ITEM 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
   
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk 21
   
ITEM 4 - Controls and Procedures 22
   
PART II- OTHER INFORMATION  
   
ITEM 1 – Legal Proceedings 24
   
ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds 25
   
ITEM 3 – Defaults Upon Senior Securities 25
   
ITEM 4 – Mine Safety Disclosures 25
   
ITEM 5 – Other information 25
   
ITEM 6 – Exhibits 25
   
SIGNATURES 26
   
EXHIBITS

 

2
 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

 

DUTCH GOLD RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   March 31,   December 31, 
   2012   2011 
         
ASSETS          
           
CURRENT ASSETS:          
Cash and cash equivalents  $199   $628 
Investments available for sale at fair value   -    - 
Deferred financing costs, net   2,672    2,414 
Other current assets   50,000    50,000 
           
Total current assets   52,871    53,042 
           
LONG-TERM ASSETS:          
Mineral properties   2,581,155    2,581,155 
Property, plant and equipment at cost   2,173,628    2,173,628 
Less accumulated depreciation   (2,173,628)   (2,173,628)
           
Net mineral properties and property, plant and equipment   2,581,155    2,581,155 
           
Other assets   11,600    11,600 
           
TOTAL ASSETS  $2,645,626   $2,645,797 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES:          
Accounts payable  $1,096,476   $1,091,709 
Accounts payable-related parties   694,870    599,083 
Notes payable   2,423,000    2,423,000 
Debt settlement payable (Note 7)   216,000    - 
Loans from shareholders   149,407    141,907 
Convertible notes payable, net   697,954    843,460 
Payroll liabilities   772,981    772,981 
Deferred production royalty revenue   15,000    15,000 
Accrued liabilities   708,515    689,786 
           
Total current liabilities   6,774,203    6,576,926 
           
LONG-TERM LIABILITIES:          
Warrant liability   751,324    724,861 
           
TOTAL LIABILITIES   7,525,527    7,301,787 
           
Commitments and contingencies (Note 14)          
           
STOCKHOLDERS' DEFICIT          
Preferred stock, $.001 par value; 20,000,000 authorized, none issued or outstanding   -    - 
Series A, Convertible Preferred Stock, $.001 par value; 2,000,000 shares authorized, issued and outstanding at March 31, 2012 and December 31, 2011   2,000    2,000 
Series B, Convertible Preferred Stock, $.001 par value; 5,000,000 shares authorized,4,500,000 issued and outstanding at March 31, 2012 and December 31, 2011   4,500    4,500 
Series C, Convertible Preferred Stock, $.001 par value; 40,000 shares authorized, 25,000 issued and outstanding at March 31, 2012 and December 31, 2011   25    25 
Series D, Preferred Stock, $.001 par value; 4,000,000 shares authorized, 4,000,000 issued and outstanding at March 31, 2012 and none issued or outstanding at December 31, 2011   4,000    - 
Common stock, $.001 par value; 750,000,000 shares authorized, 595,165,556 issued and outstanding at March 31, 2012; 507,572,576 issued and outstanding at December 31, 2011   595,166    507,573 
Additional paid-in-capital   20,680,673    20,553,166 
Stock subscriptions   104,058    104,058 
Accumulated deficit   (26,270,323)   (25,827,312)
           
Total stockholders' deficit   (4,879,901)   (4,655,990)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $2,645,626   $2,645,797 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

3
 

 

DUTCH GOLD RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   Three Months Ended March 31, 
   2012   2011 
         
         
Revenue     
           
Sales  $-   $- 
Cost of sales   -    - 
           
Gross profit   -    - 
           
Operational Expenses          
           
Selling, general and administrative expenses   174,304    434,910 
Professional fees   61,754    228,874 
Depreciation   -    119,939 
           
Total operating expenses   236,058    783,723 
           
Operating loss   (236,058)   (783,723)
           
Other income (expense)          
           
Interest expense, net   (180,490)   (419,635)
Financial settlement income (expense)   -    (43,200)
Change in fair value of warrants   (26,463)   (8,868)
Realized gain on sale of securities   -    66,570 
           
Loss before income taxes   (443,011)   (1,188,856)
           
Provision for income taxes   -    - 
           
Net loss   (443,011)   (1,188,856)
           
Other comprehensive loss, net of tax:          
           
Change in fair value of available-for-sale securities   -    (2,033,675)
    -    (2,033,675)
           
Comprehensive loss   (443,011)   (3,222,531)
           
Basic and diluted loss per share  $(0.00)  $(0.00)
Weighted average shares outstanding   551,369,176    467,999,736 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

4
 

 

DUTCH GOLD RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Three Months Ended March 31, 
   2012   2011 
         
Operating activities:          
           
Net loss  $(443,011)  $(1,188,856)
Adjustments to reconcile net loss to cash used in operating activities          
Common stock issued for services   17,600    - 
Common stock issued for financial settlements   -    43,200 
Preferred stock issued to executive   50,000    - 
Accretion of debt discount   76,914    350,155 
Loss resulting from debt settlement agreement (Note 7)   41,256    - 
Depreciation   -    119,939 
Change in fair value of warrants   26,463    8,868 
Amortization of deferred financing costs   2,242    4,930 
Net realized gain on sale of securities   -    (66,570)
Changes in assets and liabilities          
Other current assets   -    (1,153)
Accounts payable   4,767    13,513 
Accounts payable-related parties   95,787    (15,726)
Accrued liabilities   60,053    60,202 
           
Net cash used in operating activities   (67,929)   (671,498)
           
Investing activities:          
Proceeds from sale of available-for- sale securities   -    114,486 
Purchases of available-for-sale securities   -    (43,622)
Purchases under subscription agreement   -    (50,000)
Investments in notes receivable   -    (41,000)
           
Net cash used in investing activities   -    (20,136)
           
Financing activities:          
Deferred financing costs   (2,500)   (19,050)
Proceeds from loans from shareholders   7,500    81,000 
Proceeds from notes payable   -    382,500 
Proceeds from convertible notes payable   62,500    215,000 
           
Net cash provided by financing activities   67,500    659,450 
           
Net decrease in cash and cash equivalents   (429)   (32,184)
           
Cash and cash equivalents at beginning of period   628    127,397 
           
Cash and cash equivalents at end of period  $199   $95,213 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
           
Non-cash Transactions:          
Common stock issued to satisfy debt obligations and related conversions  $45,001   $649,093 
Common stock issued to settle accrued expenses   -    78,107 
Common stock issued resulting from debt settlement agreement (Note 7)   44,000    - 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

5
 

 

 

DUTCH GOLD RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1—BASIS OF PRESENTATION

 

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and should be read in conjunction with the Company's consolidated audited financial statements and notes thereto for the year ended December 31, 2011, included in the 2011 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2011 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results of the interim periods presented have been included. The 2011 year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results expected for the full year.

 

NATURE OF OPERATIONS

 

Dutch Gold Resources, Inc. is engaged in the acquisition and exploration of gold mining and other mineral related 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 condensed 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 period presentations have been reclassified to conform with the current period 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.

 

NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2011, accounting guidance was issued which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity.  This standard was adopted by the Company on January 1, 2012.  As the new adoption relates to presentation only, the adoption of this standard did not have a material effect on the Company's financial position or results of operations.

 

6
 

 

NOTE 3—FAIR VALUE MEASUREMENT

 

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.

 

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. The Company does not hold any securities that we believe would be considered held to maturity. Prior to third quarter 2011, the Company’s investments were comprised of available-for-sale securities carried at fair value with unrealized gains and losses, net of applicable income taxes, recorded within accumulated other comprehensive income. As of March 31, 2012, as discussed in Note 4, these investments which consist of Shamika 2 Gold common stock are classified as trading securities with any unrealized gains and losses recorded in earnings. The Company reviews its investments quarterly for declines in market value that are other than temporary in addition to re-evaluating the investment classification. No investments were deemed permanently impaired at March 31, 2012.

 

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 risks arising from these financial instruments.

 

NOTE 4—INVESTMENTS IN SECURITIES

 

On March 26, 2010, the Company acquired 4,950,000 shares of common stock of Shamika 2 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 4,905,000 Shamika 2 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 March 31, 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 March 31, 2011 due to a decrease in the fair market value of Shamika 2 Gold’s shares was $2,033,675. Through June 30, 2011, based on management’s intent of holding the majority of the shares in Shamika 2 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 the Shamika 2 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 in Shamika 2 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 of Shamika 2 Gold were transferred to certain noteholders for consideration to extend these noteholders forbearance 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 of Shamika 2 Gold and recorded the fair value of the investment of $9,333 as an investment in trading securities.

 

7
 

 

 

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 remaining Shamika 2 Gold shares held. There was no material change in fair value of the Shamika 2 Gold common stock from December 31, 2011 to March 31, 2012 and therefore no additional accounting entries have been recorded for the three month period ending March 31, 2012 related to this investment. The common stock of Shamika 2 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.

 

NOTE 5—OTHER CURRENT ASSETS

 

Other current assets are comprised of:

 

   March 31, 2012   December 31, 2012 
         
Performance Bond  $50,000   $50,000 
           
Total other current assets  $50,000   $50,000 

 

In March 2011, the Company issued an unsecured promissory note to Trellis Corporation in the amount of $41,000 as an advance to Trellis pertaining to their mining operations. The note bears an annual interest rate of 8% and is due upon demand. As payment has not been received pertaining to this note, the Company has fully reserved the note balance including accrued interest earned as of March 31, 2012 and December 31, 2011. The $50,000 performance bond relates to the Company’s closed Benton Mine operation in Oregon. The funds will be released to the Company based on the completion of certain reclamation work. 

  

NOTE 6—MINERAL PROPERTIES AND PROPERTIES, PLANT AND EQUIPMENT

 

   March 31,   December 31, 
   2012   2011 
         
Mine and Mill Equipment  $2,173,628   $2,173,628 
Mineral Properties   2,581,155    2,581,155 
   $4,754,783   $4,754,783 
Less: accumulated depreciation, depletion and amortization   2,173,628    2,173,628 
Net carrying value  $2,581,155   $2,581,155 

 

There was $119,939 charged to operations for depreciation expense for three month period ended March 31, 2011. As the Company’s mine and mill equipment assets were fully depreciated as of December 31, 2011, no depreciation expense was recorded for the three month period ended March 31, 2012.

 

8
 

 

With the acquisition of the Basin Gulch Project and the Jungo Project, we also acquired certain mining claims and permits. The mineral rights obtained resulting from the January 6, 2010 Asset Purchase Agreement executed between the Company and Aultra Gold, Inc. were fair valued at $2,581,155 and are presented as Mineral Properties on the condensed consolidated balance sheets as of March 31, 2012 and December 31, 2011. Since that time, we have not commenced any mining operations; therefore, we have not recorded any amortization expense related to any capitalized amounts. Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new projects, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of the recoverable amount whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. As of March 31, 2012, the Company does not believe that impairment indicators exist related to its long-lived assets.

 

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 $505,114 as of March 31, 2012 and December 31, 2011. The State of Oregon Department of Revenue, Department of Employment and Bureau of Labor & Industries has a lien on the Company’s subsidiary Dutch Mining, LLC’s personal and real property in the amount of $217,867 as of March 31, 2012 and December 31, 2011. These liens arose from unpaid Federal and state payroll taxes from the closed Benton Mine operation in Oregon. During fiscal 2011, the Company sold certain fully depreciated equipment and applied the proceeds received against the Company’s State of Oregon Department of Revenue payroll liability lien.

 

The aforementioned unpaid payroll liabilities aggregating $722,981 as of March 31, 2012 and December 31, 2011, are recorded as Payroll Liabilities, under Current Liabilities in the Company’s condensed consolidated financial statements. The Company has accrued for penalties and interest associated with these liens noted above.

 

NOTE 7—CONVERTIBLE NOTES PAYABLE

 

Convertible Notes Payable is comprised of:

 

   March 31,   December 31, 
   2012   2011 
         
Convertible Promissory Notes  $430,000   $589,920 
Convertible Debentures   355,000    355,000 
   $785,000   $944,920 
Less: unamortized debt discount   87,046    101,460 
Net carrying value  $697,954   $843,460 

 

The Company had convertible promissory notes outstanding at March 31, 2012 and December 31, 2011 in the amount of $430,000 and $589,920, respectively. These notes bear interest at rates ranging from 8% to 21% per annum and mature within the next twelve months. Under the convertibility terms of the convertible promissory notes, the principal, plus accrued interest can be converted immediately upon maturity, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company.

 

The Company had convertible debentures outstanding at March 31, 2012 and December 31, 2011 in the amount of $355,000. The debentures bear interest at rates ranging from 8% to 12% per annum. Under the convertibility terms of the debenture, 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.

 

The convertible promissory notes and the convertible debenture contain a beneficial conversion feature which allows the holder of the note to convert the note into common shares of the Company at a price less than market. This beneficial conversion amount is recorded as a discount to the principal amount of the note and is amortized to interest expense utilizing the straight-line method over the term of the related note as the results are not materially different from those which would result from the interest method.

 

As of March 31, 2012 and December 31, 2011, $87,046 and $101,460, respectively, in unamortized discount remained associated with convertible notes outstanding. As of March 31, 2012, deferred financing costs net of amortization of $2,672 remains related to obtaining convertible notes executed. The deferred financing fees are amortized to interest expense over the term of the related convertible note agreement.

 

9
 

 

In January 2012, the Company entered into a debt settlement agreement with two convertible promissory noteholders relating to $177,420 in principal amounts owed to the noteholders, excluding accrued interest. This note balance along with accrued interest was outstanding and due to the noteholders as of December 31, 2011 and the Company did not have sufficient shares of common stock to satisfy the conversion terms of the notes at that time. The debt settlement agreement executed in January 2012 allows the Company to satisfy its obligations through the issuance of common stock with an aggregate value at the time of issuance of $260,000 ($130,000 per noteholder) in order to satisfy the convertible promissory note obligations. The settlement agreement allows the Company to issue to each noteholder 10,000,000 shares of common stock on the 15th day of each month. The value of the issuance of these shares less a 50% discount to the market price of the common stock when issued reduces the $260,000 debt settlement obligation. For the three months ended March 31, 2012, the Company issued 40,000,000 shares of common stock to the noteholders which resulted in a $44,000 reduction in the debt settlement obligation. The remaining $216,000 debt settlement obligation is recorded as of March 31, 2012 on the condensed consolidated balance sheet. The debt settlement agreement resulted in a loss on settlement of $41,256 which is recorded as interest expense in the condensed consolidated statements of operations and comprehensive loss for the three month period ended March 31, 2012. The Company expects that the remaining debt settlement obligation will be satisfied through the issuance of common shares within twelve months of March 31, 2012 and therefore has classified the remaining obligation as a current liability. The Company does have the option at any time to prepay the remaining settlement obligation in cash.

 

NOTE 8—NOTES PAYABLE

 

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 March 31, 2012 and December 31, 2011 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 March 31, 2012 and December 31, 2011was $50,000.

 

The Company assumed a note that was 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 March 31, 2012 and December 31, 2011 was $950,000.

 

All notes listed above are due on demand. In addition, the balances presented for the notes above and below exclude interest owed. Interest is accrued by the Company and recorded on the condensed consolidated balance sheet as an accrued liability.

 

The Company owes $104,000 at an interest rate of 7% for a short term note at March 31, 2012 and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured on November 10, 2011 and remains unpaid.

 

The Company owes $136,000 at an interest rate of 7% for a short term note at March 31, 2012  and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured on November 10, 2011 and remains unpaid.

 

The Company owes $258,000 at an interest rate of 6% for a short term note at March 31, 2012 and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. The note matured on February 16, 2012 and remains unpaid.

 

The Company owes in aggregate $300,000 at an interest rate of 7% for four short term notes at March 31, 2012 and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This noted matured on February 15, 2012 and remains unpaid.

 

The Company owes $82,500 at an interest rate of 6% for a short term note at March 31, 2012 and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured on March 31, 2012 and remains unpaid.

 

The Company owes $117,500 at an interest rate of 7% for a short term note at March 31, 2012 and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured on April 1, 2012 and remains unpaid.

 

The Company owes $35,000 at an interest rate of 7% for a short term note at March 31, 2012  and December 31, 2011 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured twelve months from May 5, 2011 and remains unpaid.

 

The Company owes $90,000 at an interest rate of 6% for a short term note at March 31, 2012 and December 31, 2011 to Caruso-Dienhart TBE Family Trust, LLC. This note matures in twelve months from May 26, 2011.

 

The Company owes $25,000 at an interest rate of 7% for a short term note at March 31, 2012 to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board. This note matured on March 31, 2012 and remains unpaid.

 

The Company owes Tom Leahey, CFO of Dutch Gold Resources, Inc., $25,000 with a balloon and interest payment of $10,000 due at maturity for a short term note at March 31, 2012 and December 31, 2011. This note matured on October 28, 2011 and remains unpaid. This is a related party note payable.

 

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NOTE 9—CAPITAL STOCK

 

Preferred Stock

 

As of March 31, 2012, the Company had 2,000,000, 4,500,000 and 25,000 shares of its $0.001 par value Series A, Series B and Series C Convertible Preferred stock, respectively, issued and outstanding. There were no Series A, Series B or Series C additional issuances for the three month period ended March 31, 2012. The Series A, Series B and Series C Convertible Preferred stock provides the conversion right to common shares along with voting rights  over common shareholders but are not entitled to dividends or a liquidation preference. Each share of Series A, Series B and Series C Convertible Preferred stock is convertible into shares of common stock at the rate of 10 shares, 10 shares and 500 shares, respectively. In addition, each share of Series A, Series B and Series C Convertible Preferred stock is entitled to 350, 400 and 500 votes, respectively, on all matters which holders of common stock are entitled to vote upon.

 

On March 5, 2012, 4,000,000 shares of Series D Preferred stock were issued to an executive as a poison pill defense against possible takeover measures. Management, with the consent of the Board of the Directors who approved the issuance, determined that the fair value of the Series D Preferred stock grant as $50,000. The $50,000 non-cash expense related to this transaction has been recorded in the line Selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss for the three month period ended March 31, 2012.  Each share of Series D Preferred stock shall be entitled to 400 votes on all matters which holders of common are entitled to vote upon. The Series D Preferred stock is not convertible, not entitled to dividends and there is no liquidation preference.

 

Common Stock

 

As of March 31, 2012, the Company had 595,165,556 shares of its $0.001 par value common stock issued and outstanding. 79,592,980 shares of common stock were issued during the three months ended March 31, 2012, to retire various debt and payable obligations of the Company based upon the actual balance and any accrued interest.  In addition, 8,000,000 shares of common stock were issued during the three month period ended March 31, 2012 with a fair value of $17,600 to compensate professionals and vendors for services performed during the period. The consideration for settlement amounts and services performed 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.

 

As of March 31, 2012, 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
Value
 
                     
Outstanding, December 31, 2011       23,302,500     $ 0.09       -  
Granted       -       -       -  
Forfeited/Expired       -       -       -  
Exercised       -       -       -  
Outstanding, March 31, 2012       23,302,500     $ 0.09     $ 0  

 

No warrants were issued for the three month periods ended March 31, 2012 and 2011. The warrants outstanding 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. 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.

 

We determined that the warrants issued by the Company create a related liability due to the fact that some of the warrants could be settled for cash and also resulting from the fact that there may not be sufficient authorized common shares to cover the related warrant exercise commitments.  The warrants have been recorded at their relative fair values at issuance and will continue to be remeasured at fair value each subsequent balance sheet date.  Any change in value between reporting periods is recorded as a Change in fair value of warrants in the condensed consolidated statements of operations.  The warrants are reported as a Warrant liability on the condensed consolidated balance sheets rather than as equity. 

 

As of March 31, 2012 and December 31, 2011, the fair value of the warrants was determined to be $751,324 and $724,861, respectively. We recorded $26,463 for the three months ended March 31, 2012 in losses in the condensed consolidated statements of operations and comprehensive loss resulting from the revaluation of the warrant liability.

 

The outstanding warrants as of March 31, 2012 have exercise prices ranging from $0.01 to $1.15 with expiration dates ranging from June 9, 2012 to December 9, 2014. The remaining weighted average contractual life of warrants outstanding as of March 31, 2012 is 1.95 years.

  

NOTE 10—STOCK BASED COMPENSATION

 

Effective April 1, 2011, the Board of Directors approved a 4,000,000 nonqualified stock option grant to Embassy International, LLC, a Florida limited liability company controlled by the family of the former Chairman of the Board, pursuant to the Company's Amended and Restated 2010 Stock Incentive Plan. The options granted were immediately vested and exercisable on the grant date, expire two years from the grant date, and were issued to compensate Embassy International, LLC for entering into previous lending arrangements which has allowed the Company to fund operations and to continue its development activities. The grant date fair value of these options was $52,017 with an exercise price of $0.005 with the related expense recorded in second quarter 2011 to operations.

 

As of March 31, 2012 and December 31, 2011, 4,000,000 options were outstanding with a weighted average exercise price of $0.005 with 4,000,000 options vested and exercisable. There was no intrinsic value related to these options at March 31, 2012 and December 31, 2011.

  

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NOTE 11—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 warrants, convertible notes and convertible preferred stock.

 

The Company has excluded all common equivalent shares outstanding for 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. As of March 31, 2012, the Company had 23,302,500 warrants, 4,000,000 options, 1,156,344,007 and 77,500,000 potential shares which may be issued resulting from the provisions of convertible notes and convertible preferred stock respectively. As of December 31, 2011, the Company had 23,302,500 warrants, 4,000,000 options, 1,214,830,512 and 77,500,000 potential shares which may be issued resulting from the provisions of convertible notes and convertible preferred stock, respectively.

 

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NOTE 12—RELATED PARTY TRANSACTIONS

 

Accounts Payable-related parties

 

Daniel W. Hollis, CEO of Dutch Gold Resources, Inc. has a balance owing to him of $295,654 and $257,056 as of March 31, 2012 and December 31, 2011, respectively, related to cash advanced to the Company for general corporate uses and for unpaid management fees for services performed and reimbursable expenditures incurred.

 

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Rauno Perttu, COO of Dutch Gold Resources, Inc. has a balance owing to him of $302,704 and $290,704 as of March 31, 2012 and December 31, 2011, respectively. Amounts owed to Rauno Perttu primarily relate to unpaid management fees owed for services performed and amounts owed resulting from liabilities assumed by Rauno resulting from a previous acquisition by the Company in which the Company agreed to reimburse Rauno Perttu for these obligations.

 

Tom Leahey, CFO of Dutch Gold Resources, Inc. has a balance owing to him of $96,512 and $51,323 as of March 31, 2012 and December 31, 2011, respectively, related to unpaid management fees and other expenses.

 

NOTE 13—FINANCIAL CONDITION AND GOING CONCERN

 

As of March 31, 2012, the Company had cash on hand of $199 and a working capital deficit of approximately $6.7 million and has incurred a loss from operations for the three months ended March 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, as of March 31, 2012, the Company does not have the authorized shares available for issuance in order to satisfy the conversion features related to its financial instruments or equity awards granted. 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 condensed 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 14—COMMITMENTS AND CONTINGENCIES

 

The Company leases office space in Atlanta, Georgia under a one-year renewable contract presently at approximately $2,000 per month.

 

The Company is subject to various claims primarily arising in the normal course of business. Although the outcome of these matters cannot be determined, the Company does not believe it is probable that any such claims will result in material costs and expenses except as noted as follows.

 

The Company’s condensed consolidated balance sheets as of March 31, 2012 and December 31, 2011,  reflected an accrued liability of $162,000 pertaining to amounts that the Company believes will be owed related to professional services performed by a vendor previously. The amount accrued approximates the judgment that was received pertaining to this claim. In addition, the Company has recorded $50,000 in payroll liabilities as of March 31, 2012 and December 31, 2011 related to an existing claim pertaining to personnel services previously performed.

 

Legal Proceedings

 

Redwood Management, LLC vs. Dutch Gold Resources, Inc.

 

On October 20, 2010, Redwood Management LLC (“Redwood”) commenced an action in the 17th Judicial Circuit in and for Broward County Florida alleging that the company failed to deliver payment on certain convertible notes issued to Redwood by the Company. A default judgment was entered against Company. The Company plans to reopen the default judgment and vigorously defend the allegations and such claims.

 

Hunter vs. Dutch Gold Resources, Inc.

 

On December 12, 2011, Timothy Hunter, former employee of Dutch Mining, LLC, brought a labor/contract claim against Dutch Mining, LLC and the Company in the United States District Court for the District of Oregon Portland Division. The Plaintiff seeks payments under certain contract between him and Dutch Mining, LLC. The Company has made the appropriate provisions relating to this claim in its financial statements as of March 31, 2012.

 

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James De Smet vs. Dutch Mining, LLC

 

On February 12, 2011, James De Smet commenced an action for a trade payables claim against Dutch Mining LLC in the amount of $17,213.96. On September 23, 2011, a default judgment was entered against Dutch Mining, LLC in the Circuit Court of the State of Oregon for Josephine County. The Company has made the appropriate provisions relating to this claim in its financial statements as of March 31, 2012.

 

Jassam Al Kassab vs. Dutch Gold, Inc., Et Al.

 

On July 25, 2011, Jassam Al Kassab, commenced an action in the Supreme Court of British Columbia and has sued the Company to have a settlement agreement aside and collect additional shares of common stock from the Company. The Company has filed an answer in the action and is defending any further liability in this matter. The Company maintains that the previously agreed settlement should be honored.

 

Thompson Law LLC vs. Dutch Gold Resources, Inc.

 

On January 20, 2011, Thompson Law LLC, filed an action against the Company in the Superior Court of the County of Fulton. The Company has entered into a settlement agreement with the Plaintiff and has made the appropriate provisions relating to this settlement in its financial statements as of March 31, 2012.

 

Lippert/Heilshorn vs. Dutch Gold Resources, Inc.

 

Lippert/Heilshorn commenced an action to collect consulting fees allegedly owed by the Corporation and Shamika 2 Gold, Inc. in the alleged, aggregate amount of $51,442.57. The Company intends to vigorously defend the allegations and such claims and believes the appropriate provisions relating to this claim have been made in the Company’s financial statements as of March 31, 2012.

  

NOTE 15 – MINING LEASE AND OPTION TO PURCHASE

 

BASIN GULCH

 

Dutch Gold Resources, Inc. was granted an assignment of the Basin Gulch Mine lease between Aultra Gold, Inc. and Strategic Minerals, Inc. in 2010.

 

On May 31, 2006, AGDI entered into a Mining Lease Agreement with Strategic Minerals, Inc. (“Strategic”) whereby Strategic granted AGDI the exclusive right to explore, evaluate, develop, and mine the Basin Gulch Property, Montana. The advanced exploration and test mining project consists of eleven patented mineral claims, surrounded by the Deer Lodge National Forest, totaling about 217.9 acres. The claims are all located at the head of Basin Gulch, on the northern slopes of the West Fork Buttes, within the Sapphire Range of the Western Montana Rocky Mountains. The three-stage Mining Lease Agreement for Basin Gulch is structured as follows:

 

Stage 1 initial payment:

 

AGDI paid its initial cash payment of $10,000 and prior to July 30, 2006 satisfied its reporting obligations to Strategic regarding all the exploration and studies conducted on the premises of Basin Gulch Property. This initial payment was expensed when paid.

 

Stage 2 advance production royalties:

 

To further evaluate and develop the minerals, AGDI fulfilled the following obligations:

 

i) By June 10, 2006, it paid a cash payment of $15,000 directly to the underlying property owner;

 

ii) By September 10, 2006 made cash payment of $25,000 directly to the underlying property owner, and at the end of each following nine month period to date.

 

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iii) Since 2008, Dutch Gold Resources, Inc. made such payments under an agreement with Aultra Gold, which granted a security interest in all the claims to the AGDI. Since 2008, DGRI has made semi- annual cash payments of $25,000 to the underlying land owner. No further payments have been or will be made to Strategic based on subsequent agreements between Strategic and the Company.

 

Stage 3 production royalties:

 

Upon commencement of production, the Company must pay the greater of:

 

i) A twice annual cash payment of $25,000 due on March 10 and September 10 of each year; or

 

ii) 3% of the gross sales receipts of the gold and silver sold, due semi-annually on March 10 and September 10 of each year;

 

Should production be suspended for a period of 6 months or longer, the twice annual advance production royalty of $25,000 listed above resumes. Upon the completion of payments totaling $8,000,000, the Company will have purchased the mineral rights to this property. As of March 31, 2012, production had not commenced and, therefore, the Stage 3 related production royalties were not owed.

 

JUNGO

 

On June 1, 2007, the Company entered into a formal binding Agreement of Purchase and Sale (the "Agreement") with W.R. Hansen, an individual (the “Seller”), pursuant to which the Company acquired from the Seller certain mining claims together with all improvements and all equipment owned by the Seller located thereon, located in Humboldt County, State of Nevada (the “Property”). In consideration of the purchase of the Property, the Company agreed to: (i) reimburse the Seller for all staking and filing costs related to the Property, (ii) issue to the Seller 50,000 restricted shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), valued at $0.50 per share, (iii) upon its sole determination of sufficient mineralization to place the Property in production, to further issue to the Seller an additional 50,000 restricted shares of the Company’s Common Stock, such that the Company shall make such a determination not later than 30 days following the acquisition of the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than 10 days following the date the Property is placed into development for production of metals, to issue to the Seller an additional 100,000 restricted shares of the Company’s Common Stock, and (v) as further consideration after the Property is placed in production, to direct to the Seller a monthly Net Smelter Royalty of 2% upon all gold, silver, copper, or other metals (the “Metals”) produced and sold from the Property (each royalty payment shall be paid not later than 30 days following the last day of the month in which the metals were produced and sold). Closing of the sale and purchase of the Property occurred on the same date, as under the Agreement both the Company and the Seller have performed their mutual obligations under paragraph 2.2 and Section 4 thereof. As of March 31, 2012, the Jungo property was not in production.

 

On August 29, 2011, the Company entered into a definitive agreement to lease out the Jungo Project. The Company entered into a lease agreement with Avidian Gold US, Inc. (Avidian). Avidian, which has a portfolio of projects in Nevada, expects to conduct additional drilling on the property in 2012. The agreement calls for Avidian to pay an advance royalty to the Company and to grant an industry standard Net Smelter Return to the Company. The Company received the initial royalty payment in the amount of $15,000. Production had not commenced therefore the amount received is reflected as Deferred production royalty revenue on the Company’s Condensed Consolidated Balance Sheets at March 31, 2012. The Company will also receive 150,000 common shares in Avidian which will be accounted for under the cost method. This ownership in Avidian is less than 5% and the Company’s initial value of its investment is $0 as Avidian is a startup company.

 

NOTE 16 – SUBSEQUENT EVENTS

 

On March 26, 2012, the Company filed a Definitive Information Statement (SEC DEF 14C) to amend the Company’s Articles of Incorporation based on the March 8, 2012 authorization of the Company’s Board of Directors and shareholders holding a majority of the Company’s outstanding voting capital stock to amend the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of capital stock to 2,020,000,000 shares of which 2,000,000,000 shares will be Common Stock and 20,000,000 shares will be Preferred Stock (the “Authorized Stock Increase” or “Amendment”). This amendment was effective April 16, 2012.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

 

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;
results of current and future exploration activities;
results of pending and future feasibility studies;
joint venture relationships;
local and community impacts and issues;
timing of receipt of government approvals;
accidents and labor disputes;
environmental costs and risks;
competitive factors, including competition for property acquisitions; and
availability of external financing at reasonable rates or at all.

 

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” in our 2011 Form 10-K.  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 Quarterly Report on Form 10-Q 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.

 

Overview and Results of Operations

 

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.

 

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The Company holds a leasehold interest in a property near Philipsburg, Montana which consists 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. We acquired the property in 2010 and commenced a regional exploration program in 2010, which continued in 2011 with a series of additional drill holes. Over the next two years, we estimate we will spend approximately $3 million on exploration and development at the Basin Gulch Project, which will mainly consist of drilling, bulk sampling, data modeling and test mining. The Company intends to explore a nested diatreme complex as well as develop numerous underground hard rock mining opportunities.

 

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 in the transaction with Aultra Gold in January 2010.  Mr. Hansen originally showed the property to Aultra Gold, which acquired it and staked additional claims. This project has been leased in a joint venture arrangement with Avidian Gold US, Inc.

 

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 $2,000 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.

 

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.

 

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The State of Nevada, likewise, requires various permits and approvals before mining operations can begin, although the state and Federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs.

 

The bond is used to ensure that proper reclamation takes place, and the bond will not be released until this is completed. The Nevada Department of  Environmental Protection, which we refer to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on our Nevada property. Local jurisdictions (such as Humboldt County) may also impose permitting requirements (such as conditional use permits or zoning approvals).

 

Environmental Law

 

The development, 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.

 

The State of Montana likewise requires various permits and approvals before mining operations can begin, although the state and Federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until this is completed.

 

The Company is engaged solely in exploration activities and is not engaged in any production operations.

 

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 2011, on average, current mine production has accounted for approximately 61% of the annual gold supply.

 

On May 17, 2012, the afternoon fixing gold price on the London Bullion Market was $1,554 per ounce and the spot market gold price on the New York Commodity Exchange was $1,574 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.

 

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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:

 

Year  High   Low   Average 
2003   416    320    363 
2004   454    375    410 
2005   537    411    445 
2006   725    525    603 
2007   841    608    695 
2008   1,011    713    872 
2009   1,146    810    978 
2010   1,421    1,058    1,225 
2011   1,900    1,429    1,665 

 

Competition

 

We compete with major mining companies and other mining companies in the acquisition, exploration, financing and development of new projects.   Many of these companies have more established human and materials 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.

 

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.

 

Employees

 

As of March 31, 2012, we had 5 employees. Our employees in the U.S. include a geologist, who is our Chief Operating Officer, office administrator, accountant and the Chief Executive Officer and Chief Financial Officer. The Company believes we have good relations with our employees. We also engage independent contractors in connection with the exploration of our properties, such as drillers, geophysicists, geologists and other technical disciplines from time to time.

 

Results of Operations

 

During the three-month period ended March 31, 2012, the Company incurred operating expenses of $236,058 as compared to operating expenses of $783,723 for the three-month period ended March 31, 2011. Selling, general and administrative expenses decreased by $260,606 for the three month period ended March 31, 2012 when compared to the same period in the prior year and professional fees decreased by $167,120 when compared to the same period in the prior period. Selling, general and administrative expenses decreased for the three months ended March 31, 2012 as management focused on controlling expenses and conserving cash to fund necessary operations during the quarter.  

 

The 2011 professional fees were primarily related to services performed by financial consultants and legal fees incurred in connection with assisting the Company in raising funds and pursuing possible acquisitions. In 2012, as the Company still incurred related expenditures, management was able to rely less on outside consultants and raise additional funds internally through previously established relationships. In addition, the overall volume of funds raised in first quarter 2012 compared to first quarter 2011 decreased which resulted in a corresponding decrease in professional fees. Also, the fact that the Company’s property, plant and equipment were fully depreciated as of March 31, 2012 resulted in no depreciation expense in first quarter 2012 compared to $119,939 recorded in the prior year comparable period.

 

Interest expense decreased by $239,145 for the three month period ended March 31, 2012 when compared to the same period in 2011.  Interest expense recorded for the three month period ended March 31, 2011 was higher resulting from interest recorded on a large number of convertible notes that were issued in late 2010 and early 2011. The accretion of the related debt discount and amortization of the related deferred financing costs incurred in obtaining these convertible notes resulted in a large amount of interest expense reported for the three month period ended March 31, 2011. As there were fewer similar notes issued towards the end of 2011 and in first quarter 2012, and as the debt discount and amortization related to the notes issued in late 2010 and early 2011 were close to being fully amortized due to the short term nature of the arrangements prior to first quarter 2012, there was less interest expense recorded for the three month period ended March 31, 2012.

 

The Company's net loss during the three -month period ended March 31, 2012 was $443,011 as compared to a net loss of $1,188,856 during the three-month period ended March 31, 2011 due to the factors discussed above.

 

20
 

 

Twelve-Month Business Outlook

 

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.

 

Operating Expenses and Capital Expenditures

 

Operating Expenses

 

Assuming that the Company is successful raising funds, we anticipate incurring operating expenses of approximately $3.2 million during the next twelve months to fund the costs relating to the development of our properties and the identification of new acquisitions.

 

Source of Revenue

 

When produced, the Company expects to sell gold concentrates and ore to brokers and/or refineries. The Company has not produced any revenue since 2008. The Company cannot predict with certainty, when, if ever, revenues will be produced.

 

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 fully depreciated fixed assets, the availability of funds from traditional sources of debt will be limited and we cannot assure that there will be a source of funds in the future. The Company will take sufficient action to raise additional debt and or equity as the markets will allow. In addition, as of March 31, 2012, the Company does not have the authorized shares available for issuance in order to satisfy the conversion features related to its financial instruments or equity awards granted.

 

As of March 31, 2012, we had a cash balance of $199. We estimate that, based upon our current business, we will require up to $4 million over the next two years. However, the Company cannot properly anticipate the capital expenditures and working capital needed in connection with its operations and development.  Although not certain or guaranteed, the Company believes it has access to sufficient funding for the next twelve months. We have no assurance that future financings will be available to us on acceptable terms. If financing is not available to us on acceptable terms, we may be unable to continue our operations.

 

Critical Accounting Policies and Estimates

 

In the first quarter of 2012, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Plan of Operation and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2011.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

21
 

 

ITEM 4 – CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

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 Quarterly Report on Form 10-Q 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.

 

As reported in our Annual Report on Form 10-K for the year ended December 31, 2011, based upon an evaluation of the effectiveness of disclosure controls and procedures, the Company’s chief executive and chief financial officer has determined that there are material weaknesses in our disclosure controls and procedures.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

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 or the appropriate segregation of duties in place 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.

 

22
 

 

(b) Changes in Internal Control over Financial Reporting

 

As reported in our Annual Report on Form 10-K for the year ended December 31, 2011 and as summarized above, management is aware that there are material weaknesses in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of December 31, 2011.

 

There have not been any changes in the Company's internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

23
 

 

PART II — OTHER INFORMATION

 

Item 1. 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.

 

Redwood Management, LLC vs. Dutch Gold Resources, Inc.

 

On October 20, 2010, Redwood Management LLC (“Redwood”) commenced an action in the 17th Judicial Circuit in and for Broward County Florida alleging that the company failed to deliver payment on certain convertible notes issued to Redwood by the Company. A default judgment was entered against Company.

 

Hunter vs. Dutch Gold Resources, Inc.

 

On December 12, 2011, Timothy Hunter, former employee of Dutch Mining, LLC, brought a labor/contract claim against Dutch Mining, LLC and the Company in the United States District Court for the District of Oregon Portland Division. The Plaintiff seeks payments under certain contract between him and Dutch Mining, LLC. The Company has made the appropriate provisions relating to this claim in its financial statements as of March 31, 2012.

 

James De Smet vs. Dutch Mining, LLC

 

On February 12, 2011, James De Smet commenced an action for a trade payables claim against Dutch Mining LLC in the amount of $17,213.96. On September 23, 2011, a default judgment was entered against Dutch Mining, LLC in the Circuit Court of the State of Oregon for Josephine County. The Company has made the appropriate provisions relating to this claim in its financial statements as of March 31, 2012.

 

Jassam Al Kassab vs. Dutch Gold, Inc., Et Al.

 

On July 25, 2011, Jassam Al Kassab, commenced an action in the Supreme Court of British Columbia and has sued the Company to have a settlement agreement aside and collect additional shares of common stock from the Company. The Company has filed an answer in the action and is defending any further liability in this matter.

 

Thompson Law LLC vs. Dutch Gold Resources, Inc.

 

On January 20, 2011, Thompson Law LLC, filed an action against the Company in the Superior Court of the County of Fulton. The Company has entered into a settlement agreement with the Plaintiff and has made the appropriate provisions relating to this settlement in its financial statements as of March 31, 2012.

 

Lippert/Heilshorn vs. Dutch Gold Resources, Inc.

 

Lippert/Heilshorn commenced an action to collect consulting fees allegedly owed by the Corporation and Shamika 2 Gold, Inc. in the alleged, aggregate amount of $51,442.57. The Company intends to vigorously defend the allegations and such claims and believes the appropriate provisions relating to this claim have been made in the Company’s financial statements as of March 31, 2012.

 

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. On March 6, 2012, the Company and its Chief Executive Officer were notified that the investigation had been completed and that the Commission does not intend to recommend any enforcement action against the Company or Mr. Hollis.

 

24
 

 

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 1A.   Risk Factors

 

Not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

PART II — OTHER INFORMATION

 

Item 3.    Defaults Upon Senior Securities

 

None.

 

Item 4.    Mine Safety Disclosures

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this quarterly report on Form 10-Q. There are no current mine safety violations for the Company.

 

Item 5.    Other Information

 

None.

 

Item 6.    Exhibits and Reports on Form 8-K

 

(a) Exhibits.

 

Exhibit   Description of Exhibit
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

 

(b) Reports on Form 8-K. During the fiscal quarter ended March 31, 2012, the Company filed the following Current Reports on Form 8-K:

 

None.

 

25
 

 

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.
     
  /s/Daniel W. Hollis
   

Name: Daniel W. Hollis

Title: Chief Executive Officer, Director

    (principal executive officer)
     
  /s/ Thomas Leahey
   

Name: Thomas Leahey

Title: Chief Financial Officer

    (principal accounting officer)

 

Date: May 21, 2012

 

26

PINX:DGRI Dutch Gold Resources Inc Quarterly Report 10-Q Filling

Dutch Gold Resources Inc PINX:DGRI Stock - Get Quarterly Report SEC Filing of Dutch Gold Resources Inc PINX:DGRI stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:DGRI Dutch Gold Resources Inc Quarterly Report 10-Q Filing - 3/31/2012
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