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.

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.

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 $1,000 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.

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 June7, 2012, the afternoon fixing gold price on the London Bullion Market was $1,623 per ounce and the spot market gold price on the New York Commodity Exchange was $1,622 per ounce.

Gold Price History

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

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

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 June 30, 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 June 30, 2012, the Company incurred operating expenses of $206,842 as compared to operating expenses of $853,856 for the three-month period ended June 30, 2011. Selling, general and administrative expenses increased by $160,085 for the three month period ended June 30, 2012 when compared to the same period in the prior year and professional fees decreased by $660,041 when compared to the same period in the prior period. Selling, general and administrative expenses increased for the three months ended June 30, 2012 as management focused on controlling expenses and conserving cash to fund necessary operations during the quarter, however there were certain adjustments made in the comparable period of 2011 which offset most ordinary operating expenses.

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 second quarter 2012 compared to second 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 June 30, 2012 resulted in no depreciation expense in seccond quarter 2012 compared to $119,939 recorded in the prior year comparable period.

Interest expense decreased by $430,726 for the three month period ended June 30, 2012 when compared to the same period in 2011. Interest expense recorded for the three month period ended June 30, 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 June 30, 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 June 30, 2012.

The Company's net loss during the three -month period ended June 30, 2012 was $406,435 as compared to a net loss of $815,859 during the three-month period ended June 30, 2011 due to the factors discussed above.

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 June 30, 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 June 30, 2012, we had a cash balance of $1,102. 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 second 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.