Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

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)

July 17, 2014

DUTCH GOLD RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-308805	58-2550089
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3455 Peachtree Road, Suite 500 Atlanta, Georgia		30326
(Address of Principal Executive Offices)		(Zip Code)

404-465-2898

(Registrant's Telephone Number, Including Area Code)

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):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On July 17, 2014, the Company announced that it entered into an agreement with Abba Medix Corporation, granting Abba Medix Corporation a license to sell and distribute Company’s products in Canada and other countries. The agreement is incorporated herein and made an attachment listed as Exhibit 1 hereto.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

	DUTCH GOLD RESOURCES, INC.


Date: July 17, 2014	By:	/s/ Daniel Hollis
		Daniel W. Hollis
		Chief Executive Officer

Exhibit 1

License and Distribution Agreement

This License Agreement (this "Agreement") is made effective as of June 27, 2014 between Dutch Gold Resources, Inc., of 3344 Peachtree Road, Atlanta, Georgia 30326 and Abba Medix Corporation of 1773 Bayly Street Pickering, Ontario, Canada L1W 2Y7.

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "DGRI," and the party who is receiving the right to use the licensed property will be referred to as "AM." The Parties acknowledge their intent to enter into further agreements based on that certain Joint Venture Agreement dated June 10, 2014 between the Parties and that this Agreement may be assigned to such Joint Venture and that such Agreement is incorporated herewithin and attacjed hereto as Exhibit C.

The parties agree as follows:

GRANT OF LICENSE. DGRI owns The formulas for certain beverages including hemp flavored tea drinks, energy drinks, and other beverage formulations itemized in Exhibit A, and technology for a certain THC test kit referenced by Provisional Patent 61/977,524, a copy of which is attached as Exhibit B (the "Authored Work"). In accordance with this Agreement, DGRI grants AM an exclusive license to use the Authored Work. DGRI retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee. This grant of license only applies to the following described geographical area: Canada, United Arab Emirates, Oman Jordan, Turkey and Taiwan. DGRI grants AM the right to sublicense the Authored Work in any of its described geographical areas, with written notice to DGRI, including but not limited, the bottling and manufacturing of the products referred to in the Authored Works. Further DGRI shall grant right to AM for any and all products that DGRI shall produce, including succeeding versions of the beverages, with and without CBD, and succeeding upgrades and additional versions of that certain THC test kit described above, and all other products that DGRI may produce in the Medical Marijuana market. The Parties contemplate that AM will initially distribute products made by DGRI using the Authored Work, in its described geographical area. In the event that AM declines to license and/or distribute any product developed by DGRI, AM shall give DGRI written notice as to its intention.

PAYMENT OF ROYALTY. AM will pay to DGRI a royalty which shall be calculated as follows: Fifteen percent of gross profits resulting in any way from the Authored Work as per the attached schedule as set forth in Exhibit D. With each royalty payment, AM will submit to DGRI a written report that sets forth the calculation of the amount of the royalty payment. An Advance Royalty Payment shall be due at the execution of this agreement in the amount for Three Hundred Thousand Dollars US ($300,000) payable Fifty Thousand Dollars US ($50,000) to be paid via wire transfer at the execution of this Agreement, and Fifty Thousand Dollars US ($50,000) to be paid via wire transfer thirty days from the execution of this agreement, and with the balance to be paid in cash, stock in AM if publicly traded, or in equity in the Joint Venture referenced above. In connection to the Joint Venture Agreement referenced above, DGRI shall have the right and obligation to convert its share in the equity of the JointVenture into common stock of AM, if and when AM becomes a publicy traded company, at which time the remaing Advance Royalty Payment will be deemed to have been converted and no further obligation from AM will exist. If AM does not become a publicly traded company, then DGRI shall have the right to convert the remaining Advance Royalty Payment into equity in the Joint Venture. In the event that AM distributes DGRI produced products in its described geographical area, AM will purchase such product at a discount of 85% of the gross wholesale profit. It is contemplated that the royalty streams will be converted to equity interests in the above described Joint Venture.

MODIFICATIONS. Unless the prior written approval of DGRI is obtained, AM may not modify or change the Authored Work in any manner.

DEFAULTS. If AM fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, subject to Section 2 above, and all of its mutual rights and obligations, DGRI shall have the option to cancel this Agreement by providing thirty days written notice to AM. AM shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

MEDIATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to a mediator mutually chosen by the parties before any court proceedings are undertaken.

WARRANTIES. DGRI represents and warrants with respect to the use, sale or other transfer of the Authored Work that it controls all rights, titles and interest to the Authored Work.

NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, AM grants back to DGRI a non-exclusive royalty-free license to use the Authored Work as DGRI sees fit, including for the creation of derivative works; provided, however, this license shall not limit AM's rights and public rights under this License for any products covered in the Authored Work referenced in Section 1 above.

TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained. The Parties acknowledge their intent to enter into further agreements based on that certain Joint Venture Agreement dated June 10, 2014 between the Parties and that this Agreement may be assigned to such Joint Venture.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

10.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

11.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

12.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.

14.

SIGNATORIES. This Agreement shall be signed on behalf of DGRI by Daniel Hollis, CEO and on behalf of AM by Ahmed Rasouli, CEO and effective as of the date first above written.

Licensor:

Dutch Gold Resources, Inc.

By: