Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2010
DUTCH GOLD RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
|
Nevada
|
000-30805
|
58-2550089
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
3500 Lenox Road Suite 1500
Atlanta, Georgia
|
30326
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (404) 419-2440
|
N/A
|
|
(Former name or former address, if changes since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 1.01
|
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
|
On December 8, 2010, the Registrant issued 1,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), to each of Rauno Perttu and Daniel Hollis in consideration for past unpaid services in the approximate, aggregate amount of $250,000. Each share of Series A Preferred Stock shall be entitled t 350 votes on all matters which holders of the Registrant’s common stock are entitled to vote upon and are convertible into shares of common stock at the rate of 10 shares of common stock for each share of Series A Preferred Stock converted. The Series A Preferred Stock shall not be entitled to dividends or a liquidation preference.
|
ITEM 3.02
|
UNREGISTERED SALE OF EQUITY SECURITIES
|
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the investor had access to information concerning the Company’s operations and financial condition, the investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the investor was sophisticated within the meaning of Section 4(2) of the Securities Act and was an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the investor; the Company obtained representations from the investor regarding their investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Company in order to make an informed investment decision. At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
DUTCH GOLD RESOURCES, INC.
|
|||
|
Date: December 8, 2010
|
By:
|
/s/ Dan Hollis
|
|
|
Name: Dan Hollis
|
|||
|
Title: Chief Executive Officer
|
|||