Second Quarter Report 10QSB
June 30, 2003
WARNING
This filing is best viewed using a larger screen resolution (greater than 580px). Viewing this page at a lower resolution will be difficult.
UNITES STATES
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, 2003
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file 02-69494
GLOBAL GOLD CORPORATION
-----------------------
(Name of small business issuer in its charter)
DELAWARE 13-3025550
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
104 Field Point Road, Greenwich, CT 06830
-----------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (203) 422-2300
--------------
Check whether the issuer (1) filed all reports required to be filed by Section13
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, 2003 there were 8,468,134 shares of the registrant's Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].
TABLE OF CONTENTS
PART I FINANACIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Condensed Balance Sheet - as of June 30, 2003.........................3
Condensed Statements of Operations for the three months
periods and six months periods ended June 30, 2003 and June
30, 2002 and for the development stage period from January 1,
1995 through June 30,2003.............................................4
Condensed Statements of Cash Flows for the six months
ended June 30, 2003 and June 30, 2002 and for the
development stage period from January 1, 1995 through
June 30, 2003.........................................................5
Notes to Condensed Financial Statements (Unaudited)................6-11
Item 2. Management's Discussion and Analysis or Plan of Operation ........12-13
Item 3. Controls and Procedures .............................................13
PART II OTHER INFORMATION
Item 1. Legal Proceedings ...................................................13
Item 2. Changes in Securities and Use of Proceeds ...........................13
Item 3 Default Upon Senior Securities ......................................14
Item 4 Submission of Matters to a Vote of Security Holders .................14
Item 5 Other Information ...................................................14
Item 6. Exhibits and Reports on Form 8-K ....................................15
SIGNATURE ....................................................................15
2
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Balance Sheet
June 30, 2003
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents ....................................... $ 44,680
Investment in securities available for sale ..................... 88,840
-----------
TOTAL CURRENT ASSETS ................................... 133,520
Mine acquisition costs .......................................... 231,446
-----------
$ 364,966
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses ...................... $ 162,190
Due to related parties ..................................... 57,011
-----------
TOTAL CURRENT LIABILITIES .............................. 219,201
-----------
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized
8,468,134 shares issued and outstanding .............. 8,468
Additional paid-in-capital ................................. 5,715,855
Unearned compensation ...................................... (676,541)
Accumulated deficit ........................................ (2,907,648)
Deficit accumulated during the development stage ........... (2,017,879)
Accumulated other comprehensive income ..................... 23,510
-----------
TOTAL STOCKHOLDERS' EQUITY ............................. 145,765
-----------
$ 364,966
===========
The accompanying notes are an integral part of these
condensed financial statements.
3
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Statements of Operations
January 1,
1995
Three Months Ended Six Months Ended through
June 30 June 30, June 30,
------------------------- ------------------------- -----------
2003 2002 2003 2002 2003
---------- ---------- ---------- ---------- -----------
REVENUES .......................... $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- -----------
EXPENSES:
Selling general and administrative 66,704 198 100,334 3,323 1,463,131
Legal fees ........................ 19,185 7,142 44,616 11,706 700,869
Write-off investment in Georgia
mining interests ............... - - - - 135,723
Gain on sale of interest in
Global Gold Armenia ............ - - - - (268,874)
(Gain) loss on sale of interest in
Sterlite Gold Ltd. ............. (22,945) (10,496) (26,908) (1,207) (31,527)
Miscellaneous other ............... - - - 100 18,557
---------- ---------- ---------- ---------- -----------
TOTAL EXPENSES .. 62,944 (3,156) 118,042 13,922 2,017,879
---------- ---------- ---------- ---------- -----------
NET GAIN/(LOSS) ................... $ (62,944) $ 3,156 $ (118,042) $ (13,922) $(2,017,879)
========== ========== ========== ========== ===========
NET GAIN/(LOSS) PER SHARE-BASIC ... $ (0.01) $ 0.00 $ (0.02) $ (0.00)
AND DILUTED ....................... ========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 7,599,092 4,368,114 6,672,235 4,368,114
========== ========== ========== ==========
The accompanying notes are an integral part of these
condensed financial statements.
4
GLOBAL GOLD CORPORATION
(A Development Stage Enterprise)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
January 1, 1995
January 1, 2003 January 1, 2002 cumulative amounts
through through through
June 30, 2003 June 30, 2002 June 30, 2003
--------------- --------------- ------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ................................................ $(118,042) $ (13,922) $(2,017,879)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for bad debts ............................. -0- -0- 325,000
Amortization of unearned compensation................ 60,959 -0- 60,959
Gain on sale of Armenia mining interests ............ -0- -0- (268,874)
Write-off of mining investment in Georgia ........... -0- -0- 135,723
(Gain) loss on sale of investment in common stock
of Sterlite Gold Ltd. ............................. (26,908) (1,207) (31,527)
Non-cash expenses related to issuance of common stock -0- -0- 174,500
Changes in assets and liabilities:
Organization costs .................................. -0- -0- (9,601)
Accounts receivable and deposits .................... -0- 2,500 (154)
Accounts payable and accrued expenses ............... (5,185) (39,608) 219,420
--------- --------- -----------
NET CASH FLOWS USED IN OPERATING ACTIVITIES ......... (89,176) (57,237) (1,412,433)
--------- --------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining interests ...... -0- -0- 1,891,155
Proceeds from sale of investment
in common stock of Sterlite Gold Ltd. ............. 111,846 43,672 162,197
Investment in certain mining interests - net of
financing ......................................... -0- -0- (153,494)
Mine acquisition costs............................... (91,353) -0- (1,023,713)
--------- --------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES . 20,493 43,672 876,145
--------- --------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement offering ........ 87,500 -0- 509,073
Due to related parties .............................. 18,079 -0- 59,793
Sale of warrants .................................... -0- -0- 650
Warrants exercised .................................. -0- -0- 100
--------- --------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES ........... 105,579 -0- 569,616
--------- --------- -----------
NET INCREASE (DECREASE) IN CASH ......................... 36,896 (13,565) 33,328
CASH AND CASH EQUIVALENTS- beginning of period .......... 7,784 13,880 11,352
--------- --------- -----------
CASH AND CASH EQUIVALENTS- end of period ................ $ 44,680 $ 315 $ 44,680
========= ========= ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid ................................... $ -0- $ -0- $ 2,683
========= ========= ===========
Interest paid ....................................... $ -0- $ -0- $ 15,422
========= ========= ===========
Noncash Transactions:
Stock issued for unearned compensation............... $ 737,500 $ -0- $ 737,500
Stock issued in exchange for accounts payable........ $ 25,000 $ -0- 25,000
Due from related party for stock issuance. . ........ $ 25,000 $ -0- 25,000
========= ========= ===========
Mine acquisition costs in accounts payable........... $ 86,597 $ -0- $ 86,597
========= ========= ===========
The accompanying notes are an integral part of these
condensed financial statements.
5
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
1. ORGANIZATION AND BUSINESS
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 certain gold and
copper mining rights 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 accompanying financial statements present the development stage activities
of the Company from January 1, 1995, the period commencing the Company's
operations as Global Gold Corporation, through June 30, 2003.
The accompanying financial statements are unaudited. In the opinion of
management, all necessary adjustments (which include only normal recurring
adjustments) have been made to present fairly the financial position, results of
operations and cash flows for the periods presented. Certain information and
footnote disclosure normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. However, the Company believes that the
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the December 31, 2002 annual report on Form
10-KSB. The results of operations for the six-month period ending June 30, 2003
are not necessarily indicative of the operating results to be expected for the
full year ending December 31, 2003.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation - These financial statements have been prepared
assuming that the Company will continue as a going concern. Since its inception,
the Company, a development stage enterprise, has yet to generate revenues (other
than interest income, proceeds from the sale of an interest in an Armenian
mining venture, and the sale of common stock of marketable securities received
as consideration, therewith) while incurring costs in excess of $2,300,000.
Management is currently pursuing additional investors and lending institutions
interested in financing the Company's projects. However, there is no assurance
that the Company will obtain the financing that it requires or achieve
profitable operations. The Company expects to incur additional losses for the
near term until such time as it derives substantial revenues from the Chilean
mining interest acquired by it or other future projects or from its investment
in marketable securities. These factors raise substantial doubt of the Company's
ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.
b. Mine Costs and Depletion - Costs incurred to purchase, lease, or otherwise
acquire a property (whether unproved or proved) are capitalized when incurred.
These include the costs of lease bonuses and options to purchase or lease
properties, the portion of costs applicable to minerals when land including
mineral rights is purchased in fee, brokers' fees, recording fees, legal costs,
and other costs incurred in acquiring properties.
Capitalized acquisition cost of proved properties shall be amortized (depleted)
by the unit-of-production method so that each unit produced is assigned a pro
rata portion of the unamortized acquisition costs.
6
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
c. New Accounting Standards
- In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." The statement amends and
clarifies accounting for derivative instruments, including certain derivatives
instruments embedded in other contracts and for hedging activities under SFAS
133. This Statement is effective for contracts entered into or modified after
June 30, 2003, except as stated below and for hedging relationships designated
after June 30, 2003 the guidance should be applied prospectively. The provisions
of this Statement that relate to SFAS 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with respective effective dates. In addition,
certain provisions relating to forward purchases or sales of when-issued
securities or other securities that do not yet exist, should be applied to
existing contracts as well as new contracts entered into after June 30, 2003.
The adoption of SFAS No. 149 is not expected to have an impact on the Company's
financial position and results of operations.
- In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS No. 150 affects the
issuer's accounting for three types of freestanding financial instruments: -
mandatorily redeemable shares, which the issuing company is obligated to buy
back in exchange for cash or other assets - instruments that do or may require
to buy back some of its shares in exchange for cash or other assets includes put
options and forward purchase contracts - obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuer's shares.
SFAS No. 150 does not apply to features embedded in a financial instrument that
is not a derivative in its entirety. Most of the guidance in SFAS 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company has not yet completed its analysis of
SFAS 150; however, it believes that the adoption of this pronouncement will not
have a material effect on the Company's condensed financial statement.
d. Stock Options and Awards
The Company adopted the 1995 Stock Option Plan under which a maximum of 500,000
shares of Common Stock may be issued (subject to adjustment for stock splits,
dividends and the like). In July 2002, the Company granted options to buy
150,000 shares of common stock, at $0.11 per share, to each of the Chairman and
President of the Company. Of these options issued, 75,000 vest on the first
anniversary of the date of issuance, and the remaining 75,000 vest on the second
anniversary of the date of issuance. A total of 200,000 shares remain to be
issued under the 1995 Stock Option Plan as of June 30, 2003.
7
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
The following is additional information with respect to the Company's options
and warrants as of June 30, 2003:
WARRANTS OUTSTANDING WARRANTS EXERCISABLE
-------------------------------------- -----------------------------------
Number of Weighted Number of
Outstanding Average Weighted Exercisable Weighted
Shares Remaining Average Shares Average
Exercise Underlying Contractual Exercise Underlying Exercise
Price Warrants Life Price Warrants Price
-------- ----------- ----------- -------- ----------- --------
$ 0.25 330,000 2.33 years $ 0.25 330,000 $ 0.25
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------- -----------------------------------
Number of Weighted Number of
Outstanding Average Weighted Exercisable Weighted
Shares Remaining Average Shares Average
Exercise Underlying Contractual Exercise Underlying Exercise
Price Options Life Price Options Price
-------- ----------- ----------- -------- ----------- --------
$ 0.11 300,000 4 years $ 0.11 - $ -
At June 30, 2003, the Company had two stock-based employee compensation plans.
As permitted under SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure", which amended SFAS No. 123 ("SFAS
123"), "Accounting for Stock-Based Compensation", the Company has elected to
continue to follow the intrinsic value method in accounting for its stock-based
employee compensation arrangements as defined by Accounting Principles Board
Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees", and related
interpretations including Financial Accounting Standards Board Interpretation
No. 44, "Accounting for Certain Transactions Involving Stock Compensation", an
interpretation of APB No. 25. No stock-based employee compensation cost is
reflected in net loss, as all options granted under those plans had an exercise
price equal to the market value, as determined by the Board of Directors, of the
underlying common stock on the date of grant. The following table illustrates
the effect on net loss and loss per share as if the Company had applied the fair
value recognition provisions of SFAS 123 to stock-based employee compensation:
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Net loss as Reported ............ $(62,944) $3,156 $(118,042) $(13,922)
Deduct: Total stock-based
compensation expense deter-
mined under fair value-based
method for all awards, net
of related tax effect ........... 1,636 - 3,272 -
Pro Forma Net Loss .............. $(64,580) $3,156 $(121,314) $(13,922)
Basic and Diluted Net Loss
Per Share as Reported ........... $ (0.01) $ 0.00 $ (0.02) $ (0.00)
Basic and Diluted Pro Forma
Neet Loss Per Share ............. $ (0.01) $ 0.00 $ (0.02) $ (0.00)
________________________________________________________________________________
8
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
The fair value of options at date of grant was estimated using the Black-Scholes
fair value based method with the following weighted average assumptions:
2003 2002
-------- --------
Expected Life (Years) ........... 3 2.5
Interest Rate ................... 5.70% 5.70%
Annual Rate of Dividends ........ 0% 0%
Volatility ...................... 100% 100%
The weighted average fair value of options at date of grant using the fair
value based method during 2003 and 2002 is estimated at $.20 and $.21
respectively.
3. MINE ACQUISITION COSTS
The Company has incurred fees in connection with their acquisition of mining
properties. Costs incurred to purchase, lease, or otherwise acquire a property
(whether unproved or proved) are capitalized when incurred. These include the
costs of lease bonuses and options to purchase or lease properties, the portion
of costs applicable to minerals when land including mineral rights is purchased
in fee, brokers' fees, recording fees, legal costs, and other costs incurred in
acquiring properties.
4. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers
The Company entered into an Employment Agreement with Van Krikorian dated as of
February 1, 2003 for a term through June 30, 2006. The Employment Agreement
provides for base compensation of $100,000 for each twelve-month period
beginning June 1, 2003 (subject to payment as cash flow permits), and the
granting of 900,000 shares as a restricted stock award subject to a substantial
risk of forfeiture if he terminates his employment with the Company (other than
by death or disability) over the 37-month term of the agreement, and which is to
be earned, and vest ratably, during such period, plus any bonus determined in
accordance with any bonus plan approved by the Board of Directors. On June 1,
2003, the Company issued the 900,000 shares at their fair market value of $0.25
for financial purposes as determined by the Board of Directors. Such amounts
have been reflected as unearned compensation and are being amortized into
compensation expense on a straight-line basis over the term of the agreements.
Compensation expense for the six-months ended June 30, 2003 is $6,081.
The agreement also provides for a severance payment if there is a change of
control, as defined. Such payment will equal 2.95 times the employee's average
annual compensation, as defined, during the term of the agreement. The severance
payment shall be payable to the employee within 30 days of the change of
control.
The agreement shall be automatically renewed for consecutive one-year terms
unless terminated by either the Company or the employee upon 120 days prior
written notice.
The amount of total unearned compensation amortized for the six-months ended
June 30, 2003 is $60,959.
5. INVESTMENTS IN SECURITIES AVAILABLE FOR SALE:
At June 30, 2003, investment in securities consisted of 1,000,000 shares of
common stock of Sterlite Gold Ltd. classified as available for sale and stated
at a quoted fair value of $88,840. The cost of the securities was $65,330. The
cumulative unrealized gain as of June 30, 2003 was $23,510 which is shown as a
separate component of stockholders' equity.
9
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
During the six months ended June 30, 2003, the Company sold 1,300,000 shares of
common stock of Sterlite Gold Ltd. for net proceeds of $111,846 resulting in a
gain on the sale of $26,908.
During the six months ended June 30, 2002, the Company had sold 650,000 shares
for net proceeds of $43,672 resulting in a gain of $1,207.
6. EQUITY TRANSACTIONS
(a) The following transactions are a part of a Private Placement Memorandum
("PPM"). No additional shares are to be issued under the PPM.
- As of January 3, 2003, the Company subscribed 25,000 shares of its common
stock to Thomas G. Davey at $0.25 per share for a total purchase price of
$6,250.
- As of January 31, 2003, the Company subscribed 50,000 shares of its common
stock to Donald Galine at $0.25 per share for a total purchase price of $12,500.
- On February 12, 2003, the Company subscribed 50,000 shares of its common stock
to Frank Gallagher, Jr. at $0.25 per share for a total purchase price of
$12,500.
- As of February 13, 2003, the Company subscribed 25,000 shares of its common
stock to Thomas G. Davey at $0.25 per share for a total purchase price of
$6,250.
- As of February 18, 2003, the Company subscribed 200,000 shares of its common
stock to Kang Chan at $0.25 per share for a total purchase price of $50,000.
The Company issued the above shares in May 2003.
(b) In January, 2003, the Company sold 100,000 shares of its common stock to
Linda Sam, through Sukhmohan Athwal as nominee, at $0.25 per share (fair market
value). The value of the shares includes the total cash price of $5,000 plus
performance obligations by Sukhmohan Athwal valued at $20,000, pursuant to a
special incentive financing arrangement (which has not yet been consummated as
of the date hereof).
(c) In January, 2003, the Company sold 200,000 shares of its common stock to
EM&P Investments, through Sukhmohan Athwal as nominee at $0.25 per share (fair
market value). The value of the shares includes the total cash price of $10,000
plus performance obligations by Sukhmohan Athwal valued at $40,000, pursuant to
a special incentive financing arrangement (which has not yet been consummated as
of the date hereof).
(d) In January, 2003, the Company sold 200,000 shares of its common stock to
Bank Sal Oppenheim Jr. & CIE, through Sukhmohan Athwal as nominee, at a per
share price of $0.25 per share (fair market value). The value of the shares
includes the total cash price of $10,000 plus performance obligations by
Sukhmohan Athwal valued at $40,000, pursuant to a special incentive financing
arrangement (which has not yet been consummated as of the date hereof).
(e) On February 21, 2003, the Company transferred 900,000 shares of its common
stock at $0.25 per share (fair market value) to Drury J. Gallagher as a stock
award subject to a substantial risk of forfeiture if he terminates his
employment with the Company (other than by death or disability) over the
41-month term of his Amended and Restated Employment Agreement, and which is to
be earned, and vest ratably, during the 41-month period ending June 30, 2006.
Compensation for the three-months ended March 31, 2003 is $10,976.
(f) On February 21, 2003, the Company transferred 900,000 shares of its common
stock at $0.25 per share (fair market value) to Robert A. Garrison as a stock
award subject to a substantial risk of forfeiture if he terminates his
employment with the Company (other than by death or disability) over the
41-month term of his Amended and Restated Employment Agreement, and which is to
be earned, and vest ratably, during the 41-month period ending June 30, 2006.
Compensation expense for the three-months ended March 31, 2003 is $10,976.
(g)On April 1, 2003 the Company agreed to issue 100,000 shares of its common
stock to Stephen R. Field at $0.25 per share (fair market value) in payment of
$25,000 of previously invoiced legal expenses. The shares were transferred on
May 28, 2003.
(h)On April 3, 2003 the Company transferred 250,000 shares of its common stock
to Sukhmohan Athwal at $0.25 per share (fair market value). The shares were
issued pursuant to a special incentive financing arrangement (which had not yet
been consummated as of June 30, 2003.)
(i)On June 1, 2003, the Company transferred 900,000 shares of its common stock
at $0.25 per share (fair market value) to Van Z. Krikorian as a stock award
subject to a substantial risk of forfeiture if he terminates his employment with
the Company (other than by death or disability) over the 37-month term of his
Employment Agreement and which is to be earned and vest ratably during the
37-month period ending June 30, 2006.
7. COMPREHENSIVE LOSS
The following table summarizes the computations reconciling net loss to
comprehensive loss for the three and six months periods ended June30, 2003 and
2002:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2003 2002 2003 2002
--------- -------- --------- ---------
Net loss .................. $ (62,944) $ 3,156 $(118,042) $ (13,922)
Other comprehensive income:
Unrealized gain (loss) on
available-for-sale of
securities .............. (59,098) 259,094 (102,895) 385,258
--------- -------- --------- ---------
Comprehensive Gain / (loss) $(122,042) $262,250 $(220,937) $ 371,336
========= ======== ========= =========
8. AGREEMENTS
a. On May 1, 2003, the Company entered into a consulting agreement with
Analytix Capital to provide advisory services and assist Global in its
corporate and project finance. The agreement provides for a compensation
of 7% of the net total dollar amount of financing obtained from any entity
or individual introduced by Analytix to Global. In addition to the 7%
payment, Global will issue a warrant to purchase shares of Global common
stock at a price of $0.10 each for a period of two years with 30,000
shares subject to a warrant to be provided for every $1,000,000 of clear
funds in financing received up to a maximum of 300,000 shares subject to
such warrants. If the price of shares of Global's common stock does not
exceed $1.00 at any time during the period commencing from the date of
10
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2003
issuance of any warrant and ending two years later, then Analytix shall
have the right to require Global to purchase the shares subject to the
warrants for $1.00. On July 25, 2003, the Company sold 1,000,000 shares of
its common stock to NJA Investments at $0.25 per share for a total
purchase price of $250,000. NJA Investments was introduced to the Company
by Analytix Capital.
b. On May 15, 2003, the Company entered into a month-to-month lease with
Analytix Capital to sublet office space for $1,500 per month and
registered to conduct business in the State of Connecticut.
c. On May 28, 2003, the Company entered into an agreement with GeoExplo Ltda.
of Santiago, Chile to provide local administration services for a fee of
$1,500 per month and manage a program of geological mapping and
metallurgical testing at the Santa Candelaria project for a contract cost
of U.S. $28,355. The work was completed on July 25, 2003.
d. On June 27, 2003, the Company entered into a contract with Roscoe Postel
Associates Inc., a Canadian corporation, to provide for an independent
technical review of the Company's Armenian mining properties. A second
stage will provide for a review of the Santa Candelaria project in Chile.
The value of the total contract is U.S. $82,000.
9. SUBSEQUENT EVENTS
a. On July 24, 2003, the Company entered into an Agreement on Cooperation, on
Confidentiality and to Negotiate with Vardani Zartonke LLC, an Armenian
company, to study a potential acquisition of the Arevik mine located in
the Syunik region of southern Armenia. The term of the agreement is for
six months.
b. On July 24, 2003, the Company entered into an Agreement on Cooperation, on
Confidentiality and to Negotiate with Khan Tengry Goldberg CJ, a
Kazakhstan company, to study a potential acquisition of the Baynkol Valley
River Gold Field Deposit in southeastern Kazakhstan. The term of the
agreement is for sixty days and is renewable.
c. On July 25, 2003, the Company sold 1,000,000 shares of its common stock to
NJA Investments for $0.25 per share (fair market value) for a total
purchase price of $250,000. As of such date, the Company owed Analytix
Capital $17,500 as a result of such sale.
d. The Company is currently seeking to raise a minimum of $750,000 and a
maximum of $2,000,000 upon the sales of shares of its common stock at a
purchase price of $0.50 per share pursuant to its Confidential Private
Placement Memorandum dated July 25, 2003, although there can be no
assurance of the outcome thereof.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
When used in this discussion, the words "expect(s)", "feel(s)", "believe(s)",
"will", "may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, and are urged to carefully review and consider the
various disclosures elsewhere in this Form 10-QSB.
1. RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003 AND
THREE MONTHS ENDED JUNE 30, 2002
During the three-month period ended June 30, 2003, the Company's administrative
and other expenses were $85,889, which represented an increase from $7,340 in
the same period last year. The expense increase was primarily attributable to
higher compensation expense of $47,300, legal fees of $12,000 and accounting
fees of $8,700, due to increased activity resulting from project development in
Armenia and Chile.
SIX-MONTHS ENDED JUNE 30, 2003 AND
SIX-MONTHS ENDED JUNE 30, 2002
During the six month period ended Jun 30, 2003, the Company's administrative and
other expenses were $144,950, which represented an increase from $15,029 in the
same period last year. The expense increase was primarily attributable to
amortized compensation of $60,959, legal fees of $32,900, accounting fees of
$16,500 and travel expenses of $9,300, due to the development of projects in
Armenia and Chile.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, the Company's total assets were $364,966, of which $44,680
consisted of cash or cash equivalents.
The Company's plan of operation for calendar year 2003 is:
(a) To commence activities with regard to the Chilean mining properties acquired
in January 2003;
(b) To pursue and consummate the acquisition of the Armenia mining properties
and to possibly acquire additional mineral-bearing properties; and
(c) To sell the 1,000,000 shares of Sterlite common stock, and use the sales
proceeds for working capital purposes
The Company retains the right until December 31, 2009 to elect to participate at
a level of up to twenty percent with Sterlite Gold Ltd. or any of its affiliates
in any exploration project undertaken in Armenia.
The Company needs financing to meet its anticipated monthly administrative
expenses of about $10,000 (exclusive of accrued officers' compensation), plus
additional amounts for legal and accounting costs. The Company anticipates that
it might obtain additional financing in 2003 from the holders of its Warrants to
purchase 330,000 shares of Common Stock of the Company at an exercise price of
$0.25 per share, which expire on October 31, 2005. If the Warrants were
exercised in full, the Company would receive $82,500 in gross proceeds. However,
the Company does not believe that the Warrants will be exercised under existing
circumstances, and thus it does not anticipate that any amount thereof will be
exercised. In the event that no contemplated financing is obtained through the
exercise of the warrants (which the Company considers highly remote) or through
its current financing plans, the Company does not have sufficient financial
resources to meet its obligations.
12
The Company does not intend to engage in any research and development during
2003 and does not expect to purchase or sell any plant or significant equipment.
The Company hired one additional full-time employee on June 1, 2003.
GOING CONCERN CONSIDERATION
We have continued losses in each of our years of operation, negative cash flow
and liquidity problems. These conditions raise substantial doubt about our
ability to continue as a going concern. The accompanying condensed financial
statements do not include any adjustments relating to the recoverability of
reported assets or liabilities should we be unable to continue as a going
concern.
We have been able to continue based upon our receipt of funds from the issuance
of equity securities and shareholder loans, and by acquiring assets or paying
expenses by issuing stock. Our continued existence is dependent upon our
continued ability to raise funds through the issuance of our securities or
borrowings, and our ability to acquire assets or satisfy liabilities by the
issuance of stock. Management's plans in this regard are to obtain other debt
and equity financing until profitable operation and positive cash flow are
achieved and maintained. Although management believes that it will be able to
secure suitable additional financing for the Company's operations, there can be
no guarantee that such financing will continue to be available on reasonable
terms, or at all.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer of the effectiveness of our
disclosure controls and procedures (as defined in the Securities Exchange Act of
1934 Rules 13a -14 and 15d-14). Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Subsequent to the date of their evaluation, there were no significant
changes in the Company internal controls or in other factors that could
significantly affect the disclosure controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
a. On April 1, 2003, the Company agreed to issue 100,000 shares of its common
stock to Stephen R. Field at $0.25 per share (fair market value) in
payment of $25,000 of previously invoiced legal expenses. The shares were
transferred on May 28, 2003. The Company believes that Stephen R. Field is
an accredited investor within the meaning of Regulation D issued under the
Securities Act of 1923, as amended (the "Act"). The Company issued such
securities in accordance upon Section 4(2) of the Act.
13
b. On April 3, 2003, the Company transferred 250,000 shares of its common
stock to Sukhmohan Athwal at $0.25 per share (fair market value). The
shares were issued pursuant to a special incentive financing arrangement
(which had not yet been consummated as of June 30, 2003.) The Company
believes that Sukhmohan Athwal is an accredited investor within the
meaning of Regulation D issued under the Act. The Company issued such
securities in reliance upon Section 4(2) of the Act.
c. On June 1, 2003, the Company transferred 900,000 shares of its common
stock at $0.25 per share (fair market value) to Van Z. Krikorian as a
stock award subject to a substantial risk of forfeiture if he terminates
his Employment with the company (other than by death, or disability) over
the 37-month term of this employment agreement an which is to be earned
and vest ratably during the 37-month period ending June 30, 2006. The
Company believes that Van Z. Krikorian is an accredited investor within
the meaning of Regulation D issued under the Act. The Company issued such
securities in reliance upon Section 4(2) of the Act.
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a vote of Security Holders
None
Item 5. Other Information
(a) On May 1, 2003, the Company entered into a consulting agreement with
Analytix Capital to provide advisory services and assist Global in its corporate
and project finance. The agreement provides for a compensation of 7% of the net
total dollar amount of financing obtained from any entity or individual
introduced by Analytix to Global. In addition to the 7% payment Global will
issue warrants to purchase shares of Global common stock at a price of $0.10
each for a period of two years with 30,000 shares provided for every $1,000,000
of clear funds in financing received to a maximum of 300,000. If the price of
Global's shares of common stock does not exceed $1.00 at any time during the
period commencing from the date of issuance of any warrants and ending two years
later, then Analytix capital shall have the right to require Global to purchase
the warrants for $1.00.
(b) On July 24, 2003, the Company entered into an Agreement on Cooperation, on
Confidentiality and to Negotiate with Vardani Zartonke LLC, an Armenian company,
to study a potential acquisition of the Arevik mine located in the Syunik region
of southern Armenia. The term of the Agreement is for six months.
(c) On July 24, 2003, the Company entered into an Agreement on Cooperation, on
Confidentiality and to Negotiate with Khan Tengry Goldberg CJ., a Kazakhstan
company, to study the Baynkol Valley River Gold Field Deposit in South Eastern
Kazakhstan. The term of the Agreement is for six months.
(d) On July 25, 2003, the Company sold 1,000,000 shares of its common stock to
NJA Investments at $0.25 per share (fair market value) for a total purchase
price of $250,000. NJA Investment was introduced to the Company by Analytix
Capital.
(e) The Company is currently seeking to raise a minimum of $750,000 and a
maximum of $2,000,000 upon the sales of shares of its common stock at a purchase
price of $0.50 per share pursuant to its Confidential Private Placement
Memorandum dated July 25, 2003, although there can be no assurance of the
outcome thereof.
14
Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as part of this report. Unaudited
Condensed Financial Statements of the Company, including Balance Sheet as of
June 30, 2003, Statements of Operations and Statements of Cash Flows for the
three months ended June 30, 2003 and June 30, 2002, and for the six months ended
June 30, 2003 and June 30, 2002 and for the development stage period from
January 1, 1995 through June 30, 2003 (Restated) and the Exhibits which are
listed on the Exhibit index:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 32.1 Certification Pursuant to 18 U.S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 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 filed during the quarter ended June 30, 2003
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GLOBAL GOLD CORPORATION
By: /s/ Drury J. Gallagher August 14, 2003
-------------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and Treasurer
15
Exhibit 31.1
CERTIFICATION
I, Drury J. Gallagher, the Chairman, Chief Executive Officer and Treasurer
of Global Gold Corporation (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report; and
(c) disclosed in this report any changes in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
Date: August 14, 2003 /s/ Drury J. Gallagher
-------------------------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and Treasurer
Exhibit 31.2
CERTIFICATION
I, Robert A. Garrison, the President, Chief Financial Officer and Chief
Operating Officer of Global Gold Corporation (the "company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report; and
(c) disclosed in this report any changes in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
Date: August 14, 2003 /s/ Robert A. Garrison
-----------------------------
Robert A. Garrison President,
Chief Operating Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SETION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the
"Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Drury
J. Gallagher, the Chairman, Chief Executive Officer and Treasurer of the
Company, certify pursuant to 18 U.S. C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, following due inquiry, that I
believe that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Dated: August 14, 2003 GLOBAL GOLD CORPORATION
By: /s/ Drury J. Gallagher
-------------------------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and Treasurer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SETION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the
"Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Robert
A. Garrison, the President, Chief Financial Officer and Chief Operating Officer
of the Company, certify pursuant to 18 U.S. C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, following due inquiry, that I
believe that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Dated: August 14, 2002 GLOBAL GOLD CORPORATION
By: /s/ Robert A. Garrison
----------------------------------
Robert A. Garrison
President, Chief Operating Officer
and Chief Financial Officer