First Quarter Report 10QSB
March 31, 2004
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UNITED 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 March 31, 2004
[ ] 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
(Exact 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)
(203) 422-2300
(Issuer's telephone number)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 a court. Yes [ ] No [ ]. Not applicable.
As of March 31, 2004 there were 9,808,134 shares of the issuer's Common Stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Condensed Balance Sheet - as of March 31, 2004 .....................3
Condensed Statements of Operations for the three month periods
ended March 31, 2004 and March 31, 2003 and for the development
stage period from January 1, 1995 through March 31,2004 ............4
Condensed Statements of Cash Flows for the three months ended
March 31, 2004 and March 31, 2003 and for the development
stage period from January 1, 1995 through March 31, 2004 ...........5
Notes to Condensed Financial Statements (Unaudited) ..................6
Item 2. Management's Discussion and Analysis or Plan of Operation............14
Item 3. Controls and Procedures .............................................15
PART II OTHER INFORMATION
Item 1. Legal Proceedings ...................................................15
Item 2. Changes in Securities................................................15
Item 3. Defaults Upon Senior Securities .....................................15
Item 4 Submission of Matters to a Vote of Security Holders .................15
Item 5 Other Information ...................................................16
Item 6. Exhibits and Reports on Form 8-K ....................................16
SIGNATURES ...................................................................17
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Balance Sheet
March 31, 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........................................ $ 14,124
Investment in securities available for sale ...................... 43,468
-----------
TOTAL CURRENT ASSETS ........................... 57,592
Mine acquisition costs ........................................... 378,551
-----------
$ 436,143
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses ................... $ 131,284
Due to related parties .................................. 189,795
-----------
TOTAL CURRENT LIABILITIES ...................... 321,079
-----------
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized,
9,808,134 shares issued and outstanding ............... 9,808
Additional paid-in-capital .............................. 6,302,015
Unearned compensation ................................... (555,277)
Accumulated deficit ..................................... (2,907,648)
Deficit accumulated during the development stage ........ (2,754,045)
Accumulated other comprehensive income .................. 20,211
-----------
TOTAL STOCKHOLDERS' EQUITY ..................... 115,064
-----------
$ 436,143
===========
The accompanying notes are an integral part of these condensed financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Statements of Operations
Cumulative
amount from
January 1, 2004 January 1, 2003 January 1, 1995
through through through
March 31, 2004 March 31, 2003 March 31, 2004
-------------- --------------- ---------------
REVENUES ........................... $ -0- $ -0- $ -0-
---------- ---------- -----------
EXPENSES:
Selling general and administrative . 211,042 44,403 2,031,791
Mine exploration costs ............. 26,405 - 186,293
Legal fees ......................... 2,082 25,431 694,715
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. .............. (2,141) (3,963) (44,160)
Miscellaneous other ................ - - 18,557
---------- ---------- -----------
TOTAL EXPENSES ............ 237,388 65,871 2,754,045
NET GAIN/(LOSS) .................... (237,388) (65,871) $(2,754,045)
========== ========== ===========
NET LOSS PER SHARE-BASIC AND DILUTED $ (0.02) $ (0.01)
========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 9,808,134 6,868,114
========== ==========
The accompanying notes are an integral part of
these condensed financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Statements of Cash Flows
Cumulative
amount from
January 1, 2004 January 1, 2003 January 1, 1995
through through through
March 31, 2004 March 31, 2003 March 31, 2004
--------------- --------------- ---------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss .................................... $(237,388) $ (65,871) $(2,754,045)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for bad debts ................ - - 325,000
Amortization of unearned compensation .. 82,421 - 248,223
Gain on sale of Armenia mining interests - - (268,874)
Write-off of mining investment in
Georgia .............................. - - 135,723
Gain on sale of investment in common
stock of Sterlite Gold Ltd. .......... (2,141) (3,963) (44,160)
Non-cash expenses related to issuance of
common stock ......................... - - 174,500
Changes in assets and liabilities:
Organization costs ..................... - - (9,601)
Accounts receivable and deposits ....... - - (154)
Accounts payable and accrued expenses .. (25,254) 9,364 266,978
--------- --------- -----------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (182,362) (60,470) (1,926,410)
--------- --------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining
interests ............................ - - 1,891,155
Proceeds from sale of investment in
common stock of Sterlite Gold Ltd. ... 5,016 7,240 216,903
Investment in certain mining interests
- net of financing ................... - - (153,494)
Mine acquisition costs ................. (5,777) (84,751) (1,167,782)
--------- --------- -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES ................. (761) (77,511) 786,782
--------- --------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement
offering ............................. - 137,500 999,073
Repuchase of common stock .............. - - (25,000)
Due to related parties ................. 50,000 14,078 167,577
Sale of warrants ....................... - - 650
Warrants exercised ..................... - - 100
--------- --------- -----------
NET CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES ............................. 50,000 151,578 1,142,400
--------- --------- -----------
NET INCREASE (DECREASE) IN CASH ............. (133,123) 13,597 2,772
CASH AND CASH EQUIVALENTS - beginning of
period ................................. 147,247 7,784 11,352
--------- --------- -----------
CASH AND CASH EQUIVALENTS - end of period ... $ 14,124 $ 21,381 $ 14,124
--------- --------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid ........................... $ 0 $ 0 $ 2,683
========= ========= ===========
Interest paid ............................... $ 0 $ 0 $ 15,422
========= ========= ===========
Noncash Transactions:
Stock issued for unearned compensation ...... $ 125,000 $ - $ 822,500
========= ========= ===========
Stock issued in exchange for accounts payable $ - $ - $ 25,000
========= ========= ===========
Due from related party for stock issuance ... $ - $ - $ 76,000
========= ========= ===========
Mine acquisition costs in accounts payables . $ 26,813 $ - $ 54,883
========= ========= ===========
The accompanying notes are an integral part of
these condensed financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2004
1. ORGANIZATION AND BUSINESS
Global Gold Corporation (the "Company") is currently in the development stage. Effective March 30, 2004, the Company was approved for trading on the OTC BB, with the trading symbol GBGD. The Company was incorporated as Triad Energy Corporation in the State of Delaware on February 21, 1980 and, as further described hereafter, conducted other business prior to its re-entry into the development stage on 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. The Company was previously engaged in the development of a gold mining project in Armenia, and had pursued various mining and other business opportunities thereafter, but without any such transactions (see following Project Descriptions).
In September 2002, the Company entered into negotiation to acquire a mining property in Chile. The Company, on January 15, 2003, entered into an option/purchase/lease agreement with Alfredo Soto Torino and Adrian Soto Torino for the purchase of copper gold properties in Chile (the Candelaria 1 to 3, the Santa Candelaria 1 to 8 and the Torino I mining claims 1 through 7 and Torino II mining claims 1 through 11) Chanaral District III (the "Chilean Agreement"). The Agreement was converted into a purchase Agreement on February 4, 2004, when the transfer was closed. In addition to the Chilean Agreement, the Company has entered into agreements with two companies in Armenia, a member of the Commonwealth of Independent States in 2003. These agreements are with SHA, LLC for the acquisition of the Hankavan and Marjan mines (a transaction which was closed on December 21, 2003) and a "Purchase Deposit Agreement" on January 20, 2004 with Sipan I LLC, an Armenian company, for the purchase of the Lichvaz-Tei and Terterasar gold properties and associated processing plant and related assets in southern Armenia on May 21, 2004, the date to conclude the share purchase agreement for this acquisition, was extended to June 30, 2004).
On January 24, 2003, the Company incorporated Global Gold Oro LLC and Global Gold Plata LLC, as wholly owned subsidiaries, in the State of Delaware. The companies were formed to be equal joint owners of a Chilean Limited Liability Company, not formed as of March 31, 2004, for the purpose of owning the Santa Candelaria Project. Neither company had any assets or liabilities as of March 31, 2004.
On August 18, 2003, the Company incorporated Global Gold Armenia LLC and Global Gold Mining LLC, as wholly owned subsidiaries, in the State of Delaware. Global Gold Armenia LLC was formed to own Global Gold Mining LLC which owns SHA LLC (which holds the licenses to the Hankavan and Marjan mines)and is intended to own SIPAN I LLC (which owns the licenses and property known as the Lichvaz-Tei and Terterasar mines as well as the associated processing plant)(SIPAN I LLC).
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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 March 31, 2004.
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, 2003 annual report on Form 10-KSB. The results of operations for the three-month period ending March 31, 2004 are not necessarily indicative of the operating results to be expected for the full year ending December 31, 2004
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 marketable securities (consisting of common stock) received as consideration therewith) while incurring costs in excess of $2,750,000. 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. The accompanying financial statements do not include any adjustments that might be necessary should there be substantial doubt about the Company's ability 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.
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Capitalized acquisition costs 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.
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 the issuing company to buy back some of its shares in exchange for cash or other assets, including put options and forward purchase contracts; and obligations that can be settled with shares, the monetary values of which are fixed, tied solely or predominantly to a variable such as a market index, or vary 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 it is currently substantially in compliance with the requirements of SFAS 150.
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 March 31, 2004.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2004
The following is additional information with respect to the Company's options and warrants as of March 31, 2004:
WARRANTS OUTSTANDING WARRANTS EXERCISABLE
----------------------------------------------------- ----------------------------------------------------
Number of Weighted Average Weighted Number of Weighted
Outstanding Shares Remaining Average Exercisable Shares Average
Exercise Price Underlying Warrants Contractual Life Exercise Price Underlying Warrants Exercise Price
-------------- ------------------- ---------------- --------------- ------------------- --------------
$0.25 330,000 1.58 years $0.25 330,000 $0.25
$0.10 15,000 1.75 years $0.10 15,000 $0.10
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------- ----------------------------------------------------
Number of Weighted Average Weighted Number of Weighted
Outstanding Shares Remaining Average Exercisable Shares Average
Exercise Price Underlying Warrants Contractual Life Exercise Price Underlying Warrants Exercise Price
-------------- ------------------- ---------------- --------------- ------------------- --------------
$0.11 300,000 3.25 years $0.11 300,000 $0.11
At March 31, 2004, 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:
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
March 31, 2004
Three Months Ended
March 31,
-------------------------
2004 2003
---- ----
Net loss as Reported .......................... $(237,388) $(65,871)
Deduct: Total stock-based compensation
expense determined under fair value-based
method for all awards, net of related tax
effect......................................... 6,545 -
Pro Forma Net Loss............................. $(243,933) $(65,871)
Basic and Diluted Net Loss Per Share as
Reported....................................... $(0.02) $(0.01)
Net Loss Per Share............................. $(0.02) $(0.01)
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:
2004 2003
---- ----
Expected Life (Years).......................... 2.5 3.0
Interest Rate.................................. 5.70% 5.70%
Annual Rate of Dividends....................... 0% 0%
Volatility..................................... 100% 100%
3. MINE ACQUISITION COSTS
The Company has incurred fees in connection with its 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 Amended and Restated Employment Agreements with Messrs. Gallagher and Garrison and an initial Employment Agreement with Van Krikorian dated as of February 1, 2003 for a term through June 30, 2006.
The Employment Agreements provide for base compensation of $100,000 for each twelve-month period (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 any employee terminates his employment with the Company (other than by death or disability) over the term of the agreement, and which is to be earned, and vest ratably, during such period.
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The Company issued the 900,000 shares on February 21, 2003 to Messrs. Gallagher and Garrison and on June 1, 2003 to Mr. Krikorian at the fair market value of $0.25 per share 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 three-months ended March 31, 2004 is $77,283
The amount of total unearned compensation amortized for the three-months ended March 31, 2004 is $82,421
Transactions with Directors
On March 17, 2004 the Company issued 50,000 shares at the fair market value of $0.50 per share as determined by the Board of Directors to each of its five directors, Messrs. Aynilian, Gallagher, Garrison, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the Board in 2004. 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 three-months ended March 31, 2004 is $31,250.
5. INVESTMENTS IN SECURITIES AVAILABLE FOR SALE:
At March 31, 2004, investment in securities consisted of 356,000 shares of common stock of Sterlite Gold Ltd. classified as available for sale and stated at a quoted fair value of $43,468. The cost of the securities was $23,257. The cumulative unrealized gain as of March 31, 2004 was $20,211, which is shown as a separate component of stockholders' equity.
During the three months ended March 31, 2004, the Company sold 44,000 shares of common stock of Sterlite Gold Ltd. for net proceeds of $5,016 resulting in a gain on the sale of $2,141.
6. EQUITY TRANSACTIONS
a. On March 17, 2004 the Company issued 50,000 shares at the fair market value of $0.50 per share as determined by the Board of Directors to each of its five directors, Messrs. Aynilian, Gallagher, Garrison, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the Board in 2004.
7. COMPREHENSIVE LOSS
The following table summarizes the computations reconciling net loss to comprehensive loss for the three-month periods ended March 31, 2004 and 2003:
Three Months Ended
March 31,
-------------------------
2004 2003
---- ----
Net loss....................................... $(237,388) $(65,871)
Other comprehensive income:
Unrealized gain on available-for-sale of
securities................................. 20,211 82,608
--------- --------
Comprehensive Gain /(loss)..................... $(217,177) $ 16,737
========= ========
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8. AGREEMENTS
a. On January 15, 2003, the Company entered into an option/purchase/lease agreement with Mr. and Mrs. Alfredo Soto Torino and Adrian Soto Torino for the purchase of copper and gold properties in Chile for a total purchase price of U.S. $400,000, payable over four years at U.S. $25,000 per quarter, commencing on March 31, 2003. In addition to the purchase price, a royalty of U.S. $1 per ounce is to be paid quarterly on all ounces of gold produced in excess of 500,000 ounces up to 1,000,000; provided that the average price of gold per quarter exceeds U.S. $310 per ounce as measured by the London Metal Exchange. Under such agreement, the Company has the right to develop the property under the lease thereof. Upon expiration of four years from the date of such agreement, or sooner at the Company's option, the Company can exercise its option to acquire the title to the property, subject to the above royalty obligation.
The Chilean properties consist of approximately 1100 acres in total, including the Candelaria 1 to 3, Santa Candelaria 1 to 8 and the Torino I mining claims 1 to 7 and the Torino II mining claims 1 to 11. The Company has not yet developed a feasibility report for the development of these properties, and has not yet ascertained the amount of the proven or probably reserves of gold, copper and other minerals on the property, if any. The Company refers to these properties collectively as the Santa Candelaria mine.
On February 4, 2004, the Company renegotiated the contract to purchase the Chilean property for an additional payment of U.S. $25,000 making the total purchase price U.S. $50,000, plus a royalty of U.S. $1 per ounce to be paid quarterly on all ounces of gold produced up to 500,000 ounces, provided that the average price of gold per quarter exceeds U.S. $310 per ounce as measured by the London Metal Exchange.
b. On March 17, 2003, the Company entered into an agreement with SHA,LLC, an Armenian limited liability company, for the acquisition of the Hankavan mine, a gold and copper mine located in Armenia, for a total purchase price of U.S. $150,000 (or U.S. $175,000 if an additional mining property is also transferred) payable in installments. Under such agreement, the Company has the option to acquire either (i) the exclusive license, permits and all rights related to such mine, or (ii) all of the ownership shares of SHA and any other entity which may hold rights to such mine.
On December 21, 2003, the Company exercised its option to purchase all of the ownership shares of SHA, LLC holding title to the Hankavan and Marjan mines for an additional payment of U.S. $10,000 and a royalty of one dollar an ounce of gold produced at the Hankavan mine up to $160,000. The Company also advanced U.S. $,1500 for exploration costs and licensing fees.
The Hankavan mine deposit is located in central Armenia between Vanadzor and Meghradzor north of the Marmarik River. The Marjan property is located in south central Armenia and is a poly metallic; gold, silver, lead, and zinc ore body. The Company has not yet developed a feasibility report for the development of these properties, and has not yet determined the amount of proven or probable reserves of gold, copper and other minerals on the properties.
c. On October 28, 2002 the Company entered into an agreement on cooperation and confidentiality and to negotiate with Sipan I, LLC, an Armenian company, for the purchase of the Lichkvadz - Tei and Terterasar gold/silver properties and the Aigedzor Processing Plant in southern Armenia.
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On December 26, 2003, the Company advanced U.S. $50,000 to Sipan I LLC, as a deposit toward the purchase of the Lichkvadz - Tei and Terterasar Mining Properties defined in the October 28, 2002 Agreement on cooperation and confidentiality and to negotiate. On January 20, 2004, Global Gold Mining, LLC entered into a Purchase Deposit Agreement with Sipan I LLC that provides for the deposit of $50,000 to be applied against a $3,300,000 payment at the closing, and a $1,000,000 reserve to be held by the Company for three years that will accrue interest from the closing date. The reserve will be used to idemnify and hold the Company harmless from any liabilities related to Sipan I LLC prior to the closing. The date to execute a purchase and sale agreement is extended to March 31, 2004 and the deposit is non refundable unless Sipan I LLC is unable or unwilling to close the sale transaction and such failure was not caused by the actions of the Company. On May 21, 2004, the date to execute a purchase and sale agreement with Sipan 1, LLC was agreed to be extended until June 30, 2004. A Closing Date of August 2004 is estimated.
9. SUBSEQUENT EVENTS
a. On May 21, 2004, Global Gold Mining, LLC and Sipan 1, LLC agreed to extend the date to execute a purchase and sale agreement until June 30, 2004.
b. On May 27, 2004, the Company signed a financing and acquisition agreement with Melrose Metals & Minerals Limited of Perth, Australia (Melrose). This agreement provides for a staged financing of both the Company and Global Gold Mining, LLC, which includes the rights in the Hankavan and Marjan mining properties as well as the option on the Litchkvadz-Tei and Terterasar mines in Armenia. The agreement and the payments to be made thereunder are subject to further due diligence review, and Melrose will have a one hundred percent priority on repayment of its investments into Global Gold Mining, LLC for the first two years after commercial production and thereafter an eighty percent priority until its investment is repaid. Melrose will initially acquire sixty five percent of Global Gold Mining, LLC at the anticipated July 20, 2004 closing, with the right to move up to eighty percent. The agreement provides that, on or before June 4, 2004, Melrose would pay the Company $250,000 as a binder. This amount was not paid on June 4, 2004. The Company granted Melrose an extension until June 11, 2004 to complete its due diligence review and make the binder payment. Subject to the completion of its due diligence review, on or before June 11, 2004, Melrose will pay an additional $250,000 to a jointly controlled special account to use for certain project expenses in Armenia. At or before the July 20, 2004 closing, Melrose will pay $4,000,000 into Global Gold Mining, LLC to fund acquisition and other project costs in Armenia and $500,000 to the Company. On or before September 30, 2004Melrose will also pay between $1,750,000 and $2,000,000 to Global Gold Mining, LLC as determined jointly to fund additional acquisition and project expenses in Armenia. Within six months after the July 2004 closing, Melrose will make up to $2,000,000 available to the Company as secured debt to fund additional Company mining projects with an interest rate of LIBOR plus three percentage points. Melrose may increase its interest in Global Gold Mining, LLC by investing another $2,000,000 into the Armenian projects and by paying the Company an additional $500,000. The Company will continue to be represented on the Global Gold Mining, LLC board at all times, with certain special rights regarding decisions on fundamental issues and profit distributions.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 MARCH 31, 2004 AND THREE-MONTHS ENDED MARCH 31, 2003
During the three-month period ended March 31, 2004, the Company's administrative and other expenses were $239,529 which represented an increase of $169,695 from $69,834 in the same period last year. The expense increase was primarily attributable to higher compensation expense of $126,370, exploration expenses of $26,405, accounting fees of $22,500, and higher travel expenses of $7,957 due to increased activity resulting from project development in Armenia and Chile.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2004, the Company's total assets were $436,143, of which $14,124 consisted of cash or cash equivalents.
The Company's plan of operation for the balance of calendar year 2004 is:
(a) To continue activities with regard to the Chilean mining properties acquired in January 2003;
(b) To develop the Hankavan and Marjan mining properties in Armenia acquired in December 2003 and to pursue and consummate the acquisition of the Armenia mining properties from Sipan 1, LLC;
(c)To review and possibly acquire additional mineral bearing properties; and
(d) To sell the 356,000 shares of Sterlite common stock, and use the sales proceeds for working capital purposes.
(e) Pursue additional financing through private placements or joint ventures.
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 $20,000 (exclusive of accrued officers' compensation), plus additional amounts for legal and accounting costs. The Company anticipates that it might obtain additional financing 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.
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The Company does not intend to engage in any research and development during 2004 and does not expect to purchase or sell any plant or significant equipment.
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.
As of the end of the period covered by 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 Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934). 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.
(a) On March 17, 2004 the Company issued 50,000 shares at the fair market value of $0.50 per share as determined by the Board of Directors to each of its five directors, Messrs. Aynilian, Gallagher, Garrison, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the Board in 2004.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
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ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. The following documents are filed as part of this report:
o Unaudited Condensed Financial Statements of the Company, including Balance Sheet as of March 31, 2004;
o Statements of Operations and Statements of Cash Flows for each of the three-months ended March 31, 2004 and March 31, 2003, and for the development stage period from January 1, 1995 through March 31, 2004 and notes thereto, and the Exhibits which are listed on the Exhibit Index.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 10.64 Letter Agreement, dated May 27, 2004, between Global Gold
Corporation and Melrose Metals and Minerals Limited
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K filed during the quarter ended March 31, 2004 CURRENT REPORT ON FORM 8-K, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2004, UNDER ITEM 4 OF FORM 8-K.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL GOLD CORPORATION
By: /s/ Drury J. Gallagher
June 8, 2004 ----------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and Treasurer
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Exhibit 10.64
May 27, 2004
Melrose Metals & Minerals Limited
47 Canning Highway
South Perth, Australia
WA 6151
VIA FAX 011 61894749150
Attn: Andrej Karpinski, Executive Chairman
RE: ARMENIAN MINING PROPERTIES/GLOBAL GOLD MINING, LLC ACQUISITION
Gentlemen:
This letter agreement memorializes the acquisition, financing, and related terms to which Global Gold Corporation, ("GGC") and Melrose Metals & Minerals Limited ("MMM") have agreed. Global Gold Mining, LLC ("GGM") is the wholly owned Delaware subsidiary of Global Gold Armenia, LLC ("GGA") which in turn is the wholly owned Delaware subsidiary of GGC. GGM is the entity through which GGC has acquired licenses for the Hankavan and Marjan mining properties in Armenia (by acquiring one hundred percent of the shares of SHA, LLC, an Armenian limited liability company). GGM has also signed an option agreement to acquire on or before August 6, 2004 the Lichkvadz-Tei and Terterasar mines and associated processing plant, equipment, and other assets in Armenia (by acquiring one hundred percent of the shares of the current licensee, Sipan 1, LLC, also an Armenian limited liability company). (These mining properties are collectively referred to here as the "Armenian Properties.")
At the GGC-MMM closing which shall be on or before July 20, 2004 (the "July Closing"), MMM shall acquire sixty five percent of the membership interests in GGM, and GGA shall retain the remaining thirty five percent. MMM shall have the opportunity to increase its interest in GGM up to eighty percent leaving GGA with a twenty percent carried interest in GGM and the Armenian Properties on the terms outlined below. On or before June 21, 2004, we shall execute a mutually agreed definitive agreement covering MMM's acquisition of interest in GGM. GGC shall prepare and transmit the first draft of this agreement on or before June 2, 2004. The following are agreed terms.
Upon execution of this letter agreement GGC shall terminate financing negotiations with other parties and deal exclusively with MMM on the subject matter covered by this letter. On or before June 4, 2004, MMM shall send a nonrefundable binder payment of $250,000 USD to GGC. These funds shall be sent by wire transfer to JPMorgan Chase, ABA# 021000021, Swift# CHASUS33, Global Gold Corp., Acct# 445500951065. This payment is subject to MMM's completion of preliminary due diligence on or before June 4, 2004. The balance of the parties' obligations under this agreement is subject to completion of due diligence review on or before June 30, 2004.
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GGM has the opportunity to lease the properties and operation of Sipan 1, LLC pending the anticipated August 6, 2004 closing, and would like to do so for technical and business reasons. On or before June 11, 2004, MMM shall send $250,000 USD to a special GGM account as mutually agreed. These funds shall be held in escrow, and GGM shall draw upon them only in consultation with MMM and only in connection with GGM's assumption of Sipan 1, LLC's operations pending closing or to fund acquisition costs; provided, however, that GGM may use up to $40,000 USD of these funds in connection with the reopening of adits and sampling project at the Hankavan mine. If GGM does not assume Sipan 1, LLC's operations pending closing, the balance of these funds shall be returned to MMM or otherwise used as directed by MMM. These funds shall be sent by wire transfer to JPMorgan Chase, ABA# 021000021, Swift# CHASUS33, Global Gold Corp., Acct.# 4450501261365.
At or before the July Closing, MMM shall pay GGC $500,000 USD. MMM shall also make $4,000,000 USD available by deposit into a GGM escrow account or as otherwise mutually agreed in connection with funding the August closing and initial operations of the Armenian Properties being purchased from Sipan 1, LLC. On or before September 30, 2004, MMM shall also transfer between $1,750,000 USD and $2,000,000 USD to GGM, the exact amount to be agreed by the parties' representatives on the GGM Board of Managers. These funds shall be used to establish the $1,000,000 USD reserve against Sipan 1, LLC liabilities for a three year term, with the balance plus interest payable to the sellers of Sipan 1, LLC as part of the purchase price. The balance of these funds shall be used to fund capital expenses in connection with expansion of mining operations and further exploration at the Armenian Properties.
Within six months after the July Closing and for a period of three years thereafter, MMM shall make up to $2,000,000 USD available to GGC to fund its Chilean and other mining and related activities. These funds will be available to GGC as debt secured by GGC assets, repayable within three years of drawdown at the applicable LIBOR interest rate plus three percentage points. This debt may be converted to shares of GGC as mutually agreed prior to draw downs of funds. If GGC proposes to draw down funds which are not adequately secured, those draw downs will be subject to MMM's due diligence review.
After meeting all the obligations recited above and for a period of three years thereafter, MMM shall have the right to increase its interest in GGM from sixty five percent to eighty percent by paying GGC an additional $500,000 USD and making additional equity investments into GGM and/or the Armenian Properties, at MMM's option, of $2,000,000. Notwithstanding anything to the contrary, GGC/GGA shall always have a twenty percent carried interest (without any obligation to invest further funds or to forego distributions as agreed in GGM's annual financial plans) in the Armenian Properties. If by mutual agreement, MMM invests additional funds in GGM (and GGC decides not to share proportionally in such funding), such funds shall be repaid on a priority basis identical to the terms described in the following paragraph related to MMM's recovery of the $6,250,000 investment. In addition, at GGC's option, subject to MMM's due diligence review and on mutually acceptable terms, MMM shall fund other GGC commercially reasonable projects in Armenia granting GGC or its designee at least a twenty percent carried interest. MMM shall not, directly or indirectly, pursue additional projects in Armenia without including GGC/GGA with such a carried interest or as mutually agreed.
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Prior to MMM's recovery of $6,250,000 USD from the Armenian Properties, but for a period not to exceed twenty four months after the Lichkvadz-Tei and Terterasar mines project has achieved monthly production of at least 2,000 ounces of gold, no profit distributions shall be made to GGM members but one hundred percent of operating profits from the Lichkvadz-Tei and Terterasar mines shall be used to repay MMM's $6,250,000 USD investment in the Armenian Properties. If MMM has not been repaid its $6,250,000 USD investment in the Armenian Properties within twenty four months after the Lichkvadz-Tei and Terterasar mines project has achieved monthly production of at least 2,000 ounces of gold, only twenty percent of net profits shall be distributed to GGM members and MMM shall receive eighty percent of operating profits from the Lichkvadz-Tei and Terterasar mines until its $6,250,000 USD investment is repaid.
The GGM Board of Managers shall consist of four members two representing each of the parties, and amendments to the Operating Agreement as well as extraordinary business decisions shall require the consent of all members of GGM in addition to the Board of Managers. At the July Closing, MMM shall appoint its representatives to the Board of Managers. At either party's option, the Board of Managers may be increased to five members and an independent chairman approved by the parties shall become the fifth member. The independent chairman shall have a casting vote , and the meeting quorum shall be three Managers, not including the Chairman. When the MMM interest in GGM increases to eighty percent, MMM shall be entitled to remove the independent chairman, if any, and appoint a third Manager, making the total number on the Board of Managers five. GGM shall enter a mutually acceptable agreement for technical and marketing services with Mineral Services, LLC for the products of the Armenian Properties.
The GGM Board of Managers shall adopt its long term mine/project development budget (including any amendments thereto) and decisions regarding new investment and distribution of profits by votes which must include at least one Manager representing MMM and one Manager representing GGC/GGA. Decisions with regard to annual budgets (consistent with the long term budget) and other matters shall be by majority vote, provided that there be at least one representative of each party to establish a quorum for any meeting or continuation of any meeting. Either party shall have access to and may request an inspection of GGM financial records to insure compliance with controls concerning administrative, project, and other expense guidelines.
When the MMM interest in GGM increases to eighty percent, such majority vote decisions will require a quorum or of at least two Managers representing MMM and at least one Manager representing GGC/GGA. Neither party shall sell or otherwise transfer its interest in GGM or the Armenian Properties without the other's consent. If there is a deadlock, GGM shall be authorized to continue based on the last adopted budget as reasonably modified by the executive staff to account for the current circumstances, and if there is an irreconcilable dispute either party may apply to the American Arbitration Association for a binding, expedited resolution. The parties have entered and shall perform the transactions contemplated by this letter agreement in good faith, and this agreement shall be governed by New York law, without regard to conflict of law principles.
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MMM UNDERSTANDS THAT THIS INVESTMENT IS ILLIQUID AND INVOLVES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD TO LOSE ITS ENTIRE INVESTMENT.
MMM further understands that any securities referenced herein have not been registered under the United States Securities Act or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the securities registered or an exemption from registration becomes available
The parties' decision to enter the transactions contemplated by this letter agreement is based solely on their independent analyses. The parties: (A) have been given the opportunity to ask questions of, and receive answers from one another concerning the terms and conditions and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the parties (B) have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information or that has been otherwise provided in order for them to evaluate the merits and risks of investment; and (C) have been given the opportunity to obtain additional information from one another. The parties have not been furnished with any oral representation or warranty in connection with the transactions contemplated by this letter agreement, and the parties are not entering these transactions with a view to the sale or other distribution thereof.
If, through no fault of MMM, the purchase of the Lichkvadz-Tei and Terterasar mines does not close, GGC shall return all funds advanced by MMM, including all payments to GGC.
The parties' unconditionally agree to indemnify and hold one another and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of their respective representations, warranties or statements or the breach of any of the agreements contained herein.
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Those signing below affirm that they have full power, and authority, and their signatures establish this agreement as a valid and legally binding document enforceable as written. We agree, however, to make any necessary amendments to bring this agreement in compliance with any applicable Australian or United States legal requirements.
If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter agreement, whereupon it will constitute our agreement with respect to the subject matter hereof.
Very truly yours,
Global Gold Corporation
By: /s/Van Z. Krikorian
-------------------
Van Z. Krikorian, VP and General Counsel
Confirmed and Agreed to:
Melrose Metals & Minerals
By: /s/Andrej Karpinski
Andrej Karpinski, Executive Chairman
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Exhibit 31.1
CERTIFICATIONS
I, Drury J. Gallagher, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the period ended March 31, 2004;
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-15(e) and 15d-15(e)) for the registrant and 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 Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
c) Disclosed in this Quarterly Report any change 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 of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 8, 2004 /s/ Drury J. Gallagher
----------------------
Drury J. Gallagher
Chairman, Chief Executive Officer and Treasurer
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Exhibit 31.2
CERTIFICATIONS
I, Robert A. Garrison, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the quarter ended March 31, 2004;
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-15(e) and 15d-15(e)) for the registrant and 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 Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
c) Disclosed in this Quarterly Report any change 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 of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 8, 2004 /s/ Robert A. Garrison
----------------------
Robert A. Garrison
President, Chief Financial Officer and
Chief Operating Officer
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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
In connection with the Quarterly Report of Global Gold Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission (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, 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 results of operations of the Company.
Dated: June 8, 2004
By: /s/ Drury J. Gallagher
---------------------------------
Drury J. Gallagher
Chairman, Chief Executive Officer
and Treasurer
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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
In connection with the Quarterly Report of Global Gold Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission (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, 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 results of operations of the Company.
Dated: June 8, 2004
By: /s/ Robert A. Garrison
----------------------------------
Robert A. Garrison
President, Chief Operating Officer
and Chief Financial Officer