Second Quarter Report 10QSB
June 30, 1999
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from ________________ to _________________
Commission file number 02-69494
GLOBAL GOLD CORPORATION
-----------------------
(Name of small business issuer in its charter)
Delaware 13-3025550
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
734 Franklin Street, Suite 383, Garden City, New York 11530-4525
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number
(516) 294-7946
-------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|.
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes |_| No |_|. Not Applicable
As of June 30, 1999, there were 4,348,114 shares of the registrant's
Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|.
TABLE OF CONTENTS
PART I. Financial Information
Item 1. Financial Statement:
Report of Independent Certified Public Accountants (unaudited)......3
Balance Sheet - as of June 30, 1999 and December 31, 1998 ..........5
Statement of Income and (Loss) for the three-month and six-
month periods ended June 30, 1998 and for the development stage
period from January 1, 1995 through June 30, 1999...................6
Statement of Changes in Stockholders Equity - for the period
January 1, 1999 through June 30, 1999 and for the
development stage period from January 1, 1995 through
June 30, 1999.......................................................7
Statement of Cash Flow - for the periods January 1, 1999 through
June 30, 1999 and January 1, 1998 through June 30, 1998 and the
development stage period from
January 1, 1995 through June 30, 1999...............................9
Notes to Financial Statement (unaudited) ..........................11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation ......................................... 16
2
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Financial Statements
June 30, 1999
3
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Financial Statements
March 31, 1999
Exhibit Page
------- ----
INDEX 1
A Balance Sheets - as of June 30, 1999 and December 31, 1998 2
B Statements of Income and (Loss) - for the three-month and six-
month periods ended June 30, 1999, and the development stage period
January 1, 1995 through June 30, 1999 3
C Statement of Changes in Stockholders' Equity - for the
period January 1, 1999 through June 30, 1999 and the
development stage period January 1, 1995 through June
30,1999 4a/4b
D Statement of Cash Flow - for the periods January 1, 1999 through
June 30, 1999 and January 1, 1998 through June 30, 1998, and the
development stage period January 1, 1995 through June 30, 1999 5
Notes to Financial Statements 6
4
Page 2
Exhibit A
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
CURRENT June 30, 1999 December 31, 1998
(unaudited) (audited)
Cash $ 6,523 $ 24,623.
Refundable Deposit 11,941 33,347
----------- -----------
18,464 57,970
OTHER ASSETS
Special Warrants - First Dynasty Mines Ltd. 256,000 256,000
----------- -----------
TOTAL ASSETS $ 274,464 $ 313,970
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 188,361 $ 173,170
----------- -----------
STOCKHOLDERS' EQUITY - Exhibit C
Common stock $0.001 par, 100,000,000 shares authorized
4,348,114 shares issued and outstanding 4,348 4,348
Paid Capital-dormant period 3,236,602 3,236,602
Paid Capital-development stage 1,493,223 1,493,223
Retained earnings-dormant period (2,907,648) (2,907,648)
Retained earnings-development stage (1,740,422) (1,685,725)
----------- -----------
$ 86,103 $ 140,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 274,464 $ 313,970.
=========== ===========
See Independent Auditors' Report and Notes to the Financial Statements.
5
Page 3
Exhibit B
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Statement of Income and (Loss)
January 1, 1995
April 1, 1999 January 1, (development stage
through 1999 through through
June 30, 1999 June 30, 1998 June 30, 1999
------------ ------------- -------------
REVENUE $ -- $ -- $ --
----------- ----------- -----------
EXPENSES
Officers' compensation -- -- 550,834.
Legal 14,358 30,361 572,471.
Accounting and auditing -- -- 130,698.
Transfer agent and securities fees -- -- 12,446.
Proxy costs -- -- 26,555.
Rent -- -- 54,000.
Office expense 9,287 16,769 139,759.
Travel -- -- 43,234.
----------- ----------- -----------
OPERATING (LOSS) (23,645) (54,380) (1,529,997)
OTHER INCOME (EXPENSES)
Interest and royalty income 12 23 5,402
Organization costs -- -- (4,800)
Interest expense -- -- (15,422)
Provision for bad debts -- -- (325,000)
Write-off investment in Georgia mining
interests -- -- (135,723)
Gain on sale of interest in Global Gold
Armenia Ltd. -- -- 268,874.
----------- ----------- -----------
INCOME/(LOSS) BEFORE INCOME TAXES (26,633). (54,357) (1,736,666)
Income taxes (170) (340) (3,756)
----------- ----------- -----------
NET INCOME/(LOSS) $ 23,803 $ (54,697) $(1,740,422)
=========== =========== ===========
NET INCOME/(LOSS) PER SHARE $ (.005) $ (.013)
=========== ===========
See Independent Auditors' Report and Notes to the Financial Statements.
6
Page 4a
Exhibit C
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
Paid-in Retained Retained Paid-in
Issued and Capital Earnings Earnings Capital
Outstanding Common (Dormant (Dormant (Development (Development
Shares Stock Period) Period) Stage) Stage) Total
---------- ------------- ----------- ----------- ----------- ----------- ---------
Stockholders' equity
December 31, 1994 898,074. $ 89,807. $3,147,693. $(2,907,648.) $ -- $ -- $329,852.
Net Loss January 1 -
December 31, 1995 -- -- (361,345.) (361,345.)
Adjustment re: restatement
of par value (88,909.) 88,909. -- -- -- --
Eyre acquisition 1,000,000. 1,000. 849,000. 850,000.
Proceeds through private
offering 200,000. 200. -- -- -- 421,373. 421,573.
---------- ------------- ----------- ----------- ----------- ----------- ---------
Stockholders' equity
December 31, 1995 2,098,074. 2,098. 3,236,602. (2,907,648.) (361,345.) 1,270,373. 1,240,080.
Net Loss January 1 -
December 31, 1996 -- -- -- -- (668,577.) -- (668,577)
Warrants exercised 40. -- -- -- -- 100. 100.
---------- ------------- ----------- ----------- ----------- ----------- ---------
Stockholders' Equity
December 31,1996 2,098,114 $ 2,098 $3,236,602. $(2,907,648.) $(1,029,922.) $1,270,473. $ 571,603.
========== ============= =========== =========== =========== =========== =========
See Independent Auditors' Report and Notes to the Financial Statements.
7
Page 4b
Exhibit C
GLOBAL GOLD CORPORATION
(A Development Stage Company
Statements of Changes in Stockholders' Equity
(Unaudited)
Paid-in Retained Retained Paid-in
Issued and Capital Earnings Earnings Capital
Outstanding Common (Dormant (Dormant (Development (Development
Shares Stock Period) Period) Stage) Stage) Total
--------- ---------- ------------ ------------ ------------- ------------ ----------
Net Loss January 1 -
December 31, 1997 -- -- -- -- (690,747) -- (690,749.)
Issuance of Common Stock 2,250,000 2,250. -- -- -- 222,750. 225,000.
--------- ---------- ------------ ----------- ------------- ---------- ---------
Shareholders' Equity
December 31, 1997 4,348,114. $ 4,348. $ 3,236,602. $(2,907,648.) $(1,720,669.) $1,493,223. $ 105,856.
========= ========== ============ =========== =========== ========== =========
Net Income January 1 -
December 31, 1998 -- -- -- -- 34,944. -- 34,944.
--------- ---------- ------------ ----------- ----------- ---------- ---------
Stockholders' equity
December 31, 1998 4,348,114 $ 4,348. $ 3,236,602. $(2,907,648.) $(1,685,725.) $1,493,223. $ 140,800.
========= ========== ============ =========== =========== ========== =========
Net Loss January 1, 1999
through June 30, 1999 -- -- -- -- $ (54,697) -- $ (54,697)
--------- ---------- ------------ ----------- ----------- ---------- ---------
Shareholders' Equity
June 30, 1999 4,348,114 $ 4,348. $ 3,236,602. $(2,907,648.) $(1,740,422.) $1,493,223. $ 86,103.
========= ========== ============ =========== =========== ========== =========
In 1997 the Company issued 2,000,000 common shares in exchange for $200,000 in
accrued salaries and other consideration. Also, 250,000 common shares were
issued as a finders fee in connection with the First Dynasty financing.
See Independent Auditors' Report and Notes to the Financial Statements.
8
Page 5
Exhibit D
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Statement of Cash Flow
January 1, 1999 January 1, 1998 January 1, 1995
through through (development
June 30, 1999 June 30, 1998 stage through
------------- ------------- June 30, 1999
-------------
CASH FLOW FROM DEVELOPMENT
STAGE ACTIVITIES:
Net Income/(Loss) $(54,697) $(158,865) $(1,740,422)
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Increase (decrease) in:
Provision for bad debt included in net loss -- -- 325,000.
Write-off of mining investment in Georgia -- -- 135,723.
Organization costs -- -- (9,601)
Gain on sale of Armenia mining interests -- -- (268,874)
Accounts receivable and deposits 21,406 -- (12,095)
Accounts payable, accrued expenses
and miscellaneous 15,191 78,299 284,964
-------- --------- -----------
Net cash (used) by Development Stage Activities (18,100) (80,566) (1,285,305)
-------- --------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining
interests (net of Note Receivable) -- -- 1,891,155
Investment in certain mining interests
- net of financing -- -- (153,494)
Deferred costs - mining interests -- -- (878,858)
-------- --------- -----------
Net cash provided by Investing Activities -- -- 858,803.
-------- --------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from private placement offering -- -- 421,573.
Note Payable - officer (net) -- 20,000 --
Warrants exercised -- -- 100.
-------- --------- -----------
Net cash provided (used) by Financing Activities -- 20,000 421,673.
-------- --------- -----------
NET INCREASE (DECREASE) IN CASH (18,100) (60,566) (4,829)
CASH - beginning 24,623 66,344 11,352.
-------- --------- -----------
CASH - end $ 6,523 $ 5,778 $ 6,532.
-------- --------- ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 340 $ 320 $ 2,348.
======== ========= ===========
Interest Paid $ -- $ -- $ 15,422
======== ========= ===========
9
Page 6
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
Statement of Cash Flow (Continued)
NON-CASH INVESTING AND FINANCING ACTIVITIES In 1995 the Company issued one
million shares of common stock for certain mining interests, with an estimated
value of $850,000. In 1997 the Company issued 2,000,000 common shares in
exchange for $200,000 in accrued salaries and other consideration. Also, 250,000
common shares were issued as a finders fee in connection with the First Dynasty
financing.
In 1998 the Company exchanged its remaining 20% stock interest in Global Gold
Armenia Limited for 4,000,000 First Dynasty Mines Ltd. Special Warrants
exchangeable at no cost into 4,000,000 shares of common stock of First Dynasty
Mines Ltd.
10
Page 7
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 1: ORGANIZATION (AS A DEVELOPMENT STAGE COMPANY) AND ACCOUNTING POLICIES
Global Gold Corporation (the "Company") was incorporated as Triad Energy
Corporation in the State of Delaware on February 21, 1980 and, as further
described hereafter, had no operating or development stage history from
its inception until January 1, 1995. During 1995 the Company changed its
name from Triad Energy Corporation to Global Gold Corporation to pursue
mining opportunities in the former Soviet Republics of Armenia and
Georgia. As part of the plan to acquire the mining interests and raise
venture capital, the Company increased the number of shares authorized to
be issued from ten million to one hundred million and commenced a private
placement offering to raise $500,000.
The Company had offices in New York City which it leased from Penn-Med
Consultants, Inc., which was charging rent in the amount of $3,000 per
month to the Company commencing January 1, 1996 through December 31, 1997
for use of the premises, office equipment, facilities, etc. The lease was
terminated on December 31, 1997 and Penn-Med canceled $18,000 in accrued
rent payable. The Company currently maintains a shared office in Garden
City, New York.
During 1995 the Company formed certain wholly-owned foreign subsidiaries.
Any reference in these statements to the Company may also include one,
some or all of the subsidiaries. All intercompany transactions were
eliminated.
As a result of ownership changes, the Company will not be able to benefit
from all of its net operating loss carryforwards. (Income Tax Matters -
see Note 10.)
NOTE 2: USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 balance sheet date,
and also the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3: DEVELOPMENT STAGE COMPANY
The Company may encounter problems, delays, expenses and difficulties
typically encountered in the development stage, many of which may be
outside of the Company's control. Management must also be successful in
securing additional investor and/or lender financing. The Company expects
to incur operating losses for the near term and, in any event, until such
time as it derives substantial revenues from its investment in First
Dynasty Mines Ltd. or other future projects.
11
Page 8
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 4: ACQUISITION OF ARMENIAN MINING INTEREST FROM EYRE
Pursuant to the Asset Purchase Agreement dated June 1995, the Company
acquired from Eyre, an Australian corporation, all of its potential
interest in its Armenian gold mining project (Note 5) and all of Eyre's
potential interest in its Georgia gold and copper mining project (Note 6).
In January, 1998, the Company brought an action against Eyre, the
Parry-Beaumont Trust and Kevin Parry, individually, in the United States
District Court for the Southern District of New York, seeking damages in
excess of $81,000,000 arising out of the alleged fraud committed by the
defendants.
The defendants denied such claims and asserted counterclaims against the
Company and Drury J. Gallagher, Chairman, and Robert A. Garrison,
President, seeking damages in an undetermined amount against the Company
and seeking a declaratory judgment voiding the Second Restructuring
Agreement and directing Mr. Gallagher and Mr. Garrison to return the
2,000,000 shares of the Company's Common Stock issued to them by the
Company in January, 1997.
The respective parties have served notices to take the deposition of the
other parties in the action and made requests for the production of
documents.
The Company intends to prosecute the litigation to completion and believes
that its claims against the plaintiffs will be successfully contested and
that the defendants' claims asserted against the Company and Messrs.
Gallagher and Garrison are without merit, although there can be no
assurance as to the outcome thereof.
The Company funded the litigation with $50,000 in a refundable deposit
account which had a balance of $11,941 on June 30, 1999.
NOTE 5: THE ARMENIAN JOINT VENTURE AGREEMENT
On February 2, 1996, the Company and Armgold, a division of the Ministry
of Industry of the Government of the Republic of Armenia, initialed a
Joint Venture Agreement (the "Venture") entitled the Armenian Gold
Recovery Company ("AGRC").
The first stage of the project for extraction of gold from Tailings began
operations at an official dedication ceremony on February 25, 1998.
An agreement to contribute the Zod and Meghradzor mines to the Venture was
signed on September 30, 1997, and approved by the Armenian government on
June 25, 1998 based on a feasibility study prepared by a joint venture
between engineering companies Kilborn-SNC Lavalin and CMPS&F, and
submitted on June 8, 1998.
12
Page 9
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 6: THE GEORGIAN AGREEMENT
The Company also acquired from Eyre rights under a Foundation Agreement
dated April 22, 1995 (including a Charter for a joint venture company)
with R.C.P.A. Madneuli, a Georgian state enterprise, in connection with
carrying out certain mining of the Madneuli deposit.
The Company thereafter learned that the Georgian government was planning
to privatize the development of the Madneuli mine through a public bidding
process which was slated to end on April 15, 1997. Since the structure of
the Madneuli mining project under the public tender differed markedly from
that contemplated under the Asset Purchase Agreement between the Company
and Eyre dated as of June 30, 1995, the Company decided not to submit a
bid for the development of the Madneuli mining project. As of December 31,
1997, the Company wrote-off its investment in the Georgian mining property
resulting in a loss of $135,723.
NOTE 7: NOTES RECEIVABLE
The Company holds a note receivable from Jet-Line Environmental Services
Inc. for $300,000 bearing interest at prime plus 2.0%.
Jet-Line had defaulted on prior balloon payment obligations and was in
default of its current interest requirements.
The Company had been notified by the Business Loan Center, who made a U.S.
Small Business Administration guaranteed loan to Jet-Line of $550,000 in
1994, that it would liquidate the Jet-Line assets, as to which it held a
senior security interest. After determining that, among other things, the
value of the assets held by it as collateral was negligible, the Company
decided to write off the Jet-Line loan as worthless as of December 31,
1997.
NOTE 8: CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
Pursuant to a Private Placement Offering (the "Offering") dated May 17,
1995, as amended, the Company issued $500,000 of 10% Convertible Notes due
December 31, 1996. Expenses in connection with the Offering were $78,427.
Each $1,000 Convertible Note entitled the holder to 400 shares of common
stock and warrants to purchase 800 shares of common stock at an adjusted
exercise price of $.50 per share at any time before December 31, 1998. The
exercise price was subsequently reduced to $.125 per share to reflect the
current market valuation as determined by management and the exercise date
was extended to December 31, 1999.
In accordance with the Offering, interest was not payable on the
Convertible Notes so long as they were converted to equity within a
specified time frame. After the December 1, 1995 Eyre closing, the entire
$500,000 of Convertible Notes were exchanged for 200,000 shares of common
stock.
13
Page 10
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 9: OFFICERS' COMPENSATION, INCENTIVE STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS
Management presently consists of Mr. Drury J. Gallagher and Mr. Robert A.
Garrison. Mr. Gallagher had been President of the Company and a
stockholder since 1981; he is currently Chairman of the Company. Mr.
Garrison was subsequently hired to oversee mining and related financing
activities, and is currently President. Messrs. Gallagher and Garrison
entered into employment agreements with the Company effective July 1,
1995.
On January 3, 1997, the Board of Directors of the Company approved the
issuance of 1,000,000 shares of its common stock to each of Messrs.
Gallagher and Garrison in exchange for $100,000 in accrued salary each
plus cancellations of 'stock options and stock appreciation rights (the
"SARs") and personal guarantees up to $500,000. As of June 30, 1999,
accrued salary of $162,500 was due to Mr. Gallagher.
NOTE 10: NON-UNITED STATES WHOLLY-OWNED SUBSIDIARIES / INCOME TAX MATTERS
On November 29, 1995, the Company formed Global Gold Armenia Limited
("GGA") and Global Gold Georgia Limited ("GGG"), which were respectively
assigned the Armenian and Georgian mining rights from Eyre at the closing
on December 1, 1995 (Note 5). The two subsidiaries are Cayman Island
entities which were granted a twenty-year tax exemption from any law of
that jurisdiction which hereafter imposes any tax to be levied on profits,
income, gains or appreciation, commencing December 19, 1995.
The Company experienced net operating losses for each of the years ended
December 31, 1996 and 1997. The Company has elected to carryforward such
losses for federal income tax purposes and offset future taxable earnings.
However, since the Company is a development stage company and its ability
to obtain future earnings is uncertain, no deferred tax asset has been
recorded.
NOTE 11: INCOME/(LOSS) PER SHARE
Net income/(loss) per share is computed using the weighted average number
of shares outstanding during the period. Common stock equivalents have not
been included since the effect would be antidilutive.
NOTE 12: REVERSE STOCK SPLIT
The Company filed its Certificate of Amendment to the Certificate of
Incorporation with respect to a 1 for 10 reverse split with the Delaware
Secretary of State on December 31,1996. Such step was taken by the written
consent of the holders of a majority of the Company's issued and
outstanding shares of common stock. By virtue of the reverse split, each
stockholder's number of shares of common stock became one-tenth of the
number previously held.
14
Page 11
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 13: FIRST DYNASTY MINES LTD.
The Company, GGA and First Dynasty, a Canadian public company, entered
into a preliminary agreement dated January 27, 1997, whereby First Dynasty
agreed to advance funds in stages necessary for the development of the
Armenian mining projects.
The Company and First Dynasty entered into a definitive agreement dated
May 13, 1997, reflecting the final agreement of the parties with respect
to the Armenian mining projects (the "FDM Agreement").
The Company and GGA, in conjunction with First Dynasty, negotiated for
AGRC to develop the Zod and Meghradzor mines and concluded the amended
Armenian Joint Venture Agreement on September 30, 1997. On July 24, 1998
First Dynasty and the Company entered into an agreement to accelerate the
issuance of 4,000,000 special warrants exchangeable into an equal amount
of First Dynasty common shares at no cost and which become freely tradable
within one year or with the public offering of common shares, whichever
comes first. The warrants were issued in exchange for the Company's
remaining 20% stock interest in GGA. The warrants were distributed on
August 31, 1998. The common shares were valued at 13/64 on the Toronto
Stock Exchange or US$.128 on August 31, 1998. For reporting purposes, the
shares were discounted for absence of a market for the warrants, presence
of Canadian securities law restrictions on resale thereof, lack of trading
volume and future dilution. As of June 30, 1999, there was no market for
the special warrants. The common shares were valued at C$.08 per share on
the Toronto Stock Exchange and US$.06 on the NASDAQ Bulletin Board. It is
anticipated that the special warrants will be exchanged for common shares
and the common shares will have a market value, although there can be no
assurance of such result. The Company will retain the right until December
31, 2009 to elect to participate at a level of up to twenty percent with
First Dynasty or any of its affiliates in any exploration project
undertaken in Armenia.
In connection with the First Dynasty financing, the Company paid a finders
fee of 125,000 shares of its common stock to each of Walker Investments
Ltd. and Alpine Holdings Ltd. at $.10 per share which approximated fair
market value as determined by management at the time.
15
GLOBAL GOLD CORPORATION
(A Development Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1999
(A) General Overview
The Company now holds only special warrants to purchase 4,000,000 shares
of common stock of First Dynasty Mines, Ltd., a publicly-traded Canadian
corporation. The Company previously engaged in the development of a gold mining
project in Armenia, a member of the Commonwealth of Independent States. The
Company is currently in the pre-development stage and has not received any
revenues from mining activities as of June 30, 1999, other than such shares of
stock and cash previously paid by First Dynasty Mines, Ltd. Prior thereto, the
Company did not engage in any substantial business activities, except as
described in the section 1(D) entitled "Prior History of the Company" in the
annual reports previously filed by the Company with the Securities and Exchange
Commission ("SEC")
(B) Armenian Mining Project
In 1996, the Company acquired rights under a Joint Venture Agreement with
the Ministry of Industry of Armenia and Armgold, S.F., the Armenian state
enterprises, to provide capital and multistage financing of the Armenian gold
industry, which rights were finalized under the Second Armenian Gold Recovery
Company Joint Venture Agreement dated as of September 30, 1997.
As of January 31, 1997, the Company and Global Gold Armenia Limited, the
Company's wholly-owned Cayman Islands subsidiary ("GGA"), reached an agreement
with First Dynasty Mines Ltd. ("First Dynasty"), a Canadian public company whose
shares are traded on the Toronto Stock Exchange and on NASDAQ. Under such
agreement, First Dynasty acquired the right to acquire all of the stock of GGA,
subject to certain conditions, by advancing funds in stages necessary for the
implementation of the tailings project and the preparation of engineering and
business plan materials for the remaining Armenian mining projects.
The Company, GGA and First Dynasty entered into a definitive agreement
dated May 13, 1997 reflecting the final agreement of the parties with respect to
the above projects (the "FDM Agreement"). The parties thereafter amended the FDM
Agreement on July 24, 1998.
In connection with First Dynasty's purchase of the Company's remaining 20%
interest in GGA, the Company received a certificate representing special
warrants to purchase 4,000,000 shares of First Dynasty common stock.
For a further description of the background concerning the Armenian mining
project, an interested person can review the quarterly and annual reports
previously filed by the Company with the SEC.
(C) Georgian Mining Project
As of December 31, 1997, the Company abandoned its pursuit of any mining
project in Georgia.
For a further description of the background concerning the Georgian mining
project, an interested person can review the quarterly and annual reports
previously filed by the Company with
16
the SEC.
(D) Recent Activities
The Company's principal activity at present consists of holding special
warrants exchangeable for 4,000,000 shares of common stock of First Dynasty, the
common stock of which is traded on the Toronto Stock Exchange and NASDAQ. The
closing price of a share of such common stock on June 30, 1999 was U.S. $0.06.
However, the special warrants are an illiquid investment, and are subject to
Canadian securities laws restrictions, and, hence, not freely tradable.
Moreover, as of June 30, 1999, First Dynasty had 112,403,797 share of common
stock issued and outstanding, and warrants, options and convertible notes to
purchase 36,100,000 shares of common stock outstanding on such date. Since there
are outstanding special warrants to purchase 31.6 million shares of First
Dynasty at prices ranging from $0.29 to $0.42 over the period ending January 31,
2002, the shares purchasable thereunder will, in the Company's view, pose an
overhang on the trading market and adversely affect any upward price movement in
the shares of common stock of First Dynasty.
REVENUES:
During the six-month period ended June 30, 1999, the Company's interest
and royalty income was $0 which was the same amount for the same period last
year.
During the three-month period ended June 30, 1999, the Company's interest
and royalty income was $0 which was the same amount for the same period last
year.
ADMINISTRATIVE AND OTHER EXPENSES:
The Company's administrative and other expenses for the six-month period
ended June 30, 1999 were $54,674, which represented a decrease from the amount
paid or accrued of $158,506 in the same period last year. The expense decreases
were attributable to the elimination of officer compensation accrual of $75,000,
lower legal fees of $12,819, reduced accounting expenses of $15,250 and lower
office expenses of $1,455, all attributable to reduced activity.
The Company's administrative and other expenses for the three-month period
ended June 30, 1999 were $23,791 compared to expenses of $93,293 for the
three-month period ended June 30, 1998. The expense decrease was attributable to
the elimination of the officer compensation accrual of $37,500, lower legal fees
by $20,745 and lower accounting fees of $17,500 partially offset by increased
office expenses of $1,608 and the reversal of accrued rent of $4,500. All
decreases are attributable to reduced activity.
LIQUIDITY AND CAPITAL RESOURCES: As of June 30, 1999, the Company's total assets
were $274,464, of which $18,464 consisted of cash or cash equivalents.
The Company's plan of operation for calendar year 1999 is:
(a) to exercise the special warrants to purchase 4,000,000 shares of First
Dynasty common stock, at no cost, and hold such stock for investment purposes
thereafter; and
(b) to prosecute the litigation against Mr. Parry, Eyre and the
Parry-Beaumont Trust to completion.
The Company needs financing to meet its anticipated monthly administrative
expenses of $5,000 (exclusive of accrued officers' compensation), plus
additional amounts for legal and accounting costs. Prior to the commencement of
the litigation described in Part II, Item 1 hereof, the Company anticipated that
it might obtain additional financing in 1999 from the holders of its
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Warrants. Pursuant to the Offering of $500,000 principal amount of the
Convertible Notes of the Company, the Company issued Warrants to purchase
4,000,000 shares of its Common Stock. By virtue of the Reverse Split, the
Warrants were converted into Warrants to purchase 400,000 shares of the
Company's Common Stock at an exercise price of $.125 per share and the
expiration date until December 31, 1997. Again on December 31, 1997, the Company
amended the Warrants to reduce the exercise price to $0.125 per share and to
extend the expiration date until December 31, 1998, and recently extended the
expiration date until December 31, 1999. If the Warrants were exercised in full,
the Company would receive $50,000 in gross proceeds. However, the Company does
not believe that the Warrants will be exercised under existing circumstances,
and thus does not anticipate that any amount thereof will be exercised, although
there can be no assurance of such result.
In the event that no contemplated financing is obtained through the
exercise of the Warrants (which the Company considers highly remote), the
Company does not have sufficient financial resources to meet its obligations.
The Company does not intend to engage in any project research and
development during 1999 and does not expect to purchase or sell any plant or
significant equipment.
The Company does not expect to hire any additional full-time employees in
1999.
Part II
ITEM 1. LEGAL PROCEEDINGS
Except as noted below, there is no material pending legal proceeding to
which the Company is a party or to which any of its properties is subject.
In January, 1998, the Company brought an action against Eyre, the
Parry-Beaumont Trust and Kevin Parry, individually, in the United States
District Court for the Southern District of New York, seeking damages in excess
of $81,000,000 arising out of the alleged fraud committed by the defendants.
The defendants denied such claims and asserted counterclaims against the
Company seeking damages in an undetermined amount against the Company and
seeking a declaratory judgment voiding the Second Restructuring Agreement. In
addition, Eyre and the Parry-Beaumont Trust brought a third-party complaint
against Drury J. Gallagher and Robert A., Garrison, individually, seeking, among
other things, damages in excess of $75,000 and directing Mr. Gallagher and Mr.
Garrison to return the 2,000,000 shares of the Company's Common Stock issued to
them by the Company in January, 1997.
The respective parties have served notices to take the deposition of the
other parties in the action and made requests for the production of documents.
The parties had scheduled the taking of depositions commencing on May 17, 1999
but such date has been postponed, and a new date, October 12, 1999, has now been
fixed for such action.
The Company intends to prosecute the litigation to completion and believes
that its claims against the plaintiffs will be successfully contested and that
the defendants' claims asserted against the Company and Messrs. Gallagher and
Garrison are without merit, although there can be no assurance as to the outcome
thereof.
The Company has also received requests from Panquest Ltd., a Singapore
company, and from Eyre relating to amounts alleged to be due to Panquest Ltd.
relating to the Company's acquisition of rights from Eyre relating to the
Armenian and Georgian projects. No evidence has yet
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been supplied to the Company in this regard.
In addition, the United States Attorney for the Eastern District of
Pennsylvania commenced an investigation of various nursing homes in Pennsylvania
managed by PennMed Consultants, Inc. ("PennMed"), a corporation owned by Drury
J. Gallagher, the Company's Chairman, and John Hayman and Frank Hayman, who are
also major stockholders of the Company, as to whether or not such nursing homes
and their managers and affiliates engaged in potential violations of Federal
health laws. In the course of the execution of a search warrant, all documents
relating to PennMed were seized on August 6, 1997, as well as the books and
records of other possible businesses located at such address, including all of
the Company's books and records which were located at such address. In addition,
the United States Attorney served a subpoena on the Company on such date to
obtain additional information initially by August 29, 1997, and then the Company
responded to the same. At this time, the Department of Justice has informed the
Company that it is not a target of such investigation.
The Company is attempting to have itself removed completely from such
proceeding. In addition, management is not aware of the basis of any potential
liability in such proceeding. Although the Company believes that any claim of
the nature described above will not be asserted against it, or, if made, will
not be asserted successfully, there can be no assurance of such result.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
1. (a) The following documents are filed as part of this report: Financial
Statements of the Company (unaudited), including Balance Sheet, Statement of
Income and Loss, Statement of Changes in Stockholders' Equity, Statement of Cash
Flow and Notes to Financial Statements as at and for the period ended June 30,
1999.
(b) The Exhibits which are listed on the Exhibit Index attached
hereto: Not applicable.
2. No reports on Form 8-K were filed by the registrant during the last
quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
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its behalf by the undersigned thereunto duly authorized.
GLOBAL GOLD CORPORATION
(Registrant)
Dated: August 11, 1999 By: /s/ Drury J. Gallagher
-----------------------------------
Drury J. Gallagher, Chairman, Chief
Executive Officer and Treasurer
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