First Quarter Report 10QSB
March 31, 2005
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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, 2005
[ ] 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
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(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
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(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, 2005 there were 13,461,301 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 Consolidated Financial Statements (Unaudited)
Condensed Balance Sheet - as of March 31, 2005 ......................3
Condensed Consolidated Statements of Operations for the three
month periods ended March 31, 2005 and March 31, 2004 and for
the development stage period from January 1, 1995 through
March 31, 2005 ......................................................4
Condensed Consolidated Statements of Cash Flows for the three
Months ended March 31, 2005 and March 31, 2004 and for the
development stage period from January 1, 1995 through
March 31, 2005 ......................................................5
Notes to Condensed Consolidated Financial
Statements (Unaudited) ..............................................6
Item 2. Management's Discussion and Analysis or Plan of Operation ..........6-8
Item 3. Controls and Procedures .............................................8
PART II OTHER INFORMATION
Item 1. Legal Proceedings ...................................................8
Item 2. Changes in Securities................................................8
Item 3 Defaults Upon Senior Securities .....................................8
Item 4 Submission of Matters to a Vote of Security Holders .................8
Item 5 Other Information ...................................................8
Item 6. Exhibits and Reports on Form 8-K ....................................9
SIGNATURES ..................................................................10
CERTIFICATIONS ............................................................11-16
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Balance Sheet
March 31, 2005
ASSETS
CURRENT ASSETS: Cash ................................................$ 843,285
MINE ACQUISITION COSTS .............................................. 449,804
-----------
$1,293,089
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: Accounts payable and accrued expenses ..........$ 18,349
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized,
13,461,301 shares issued and outstanding........... 13,461
Additional paid-in-capital ................................. 8,190,154
Unearned compensation....................................... (567,277)
Accumulated deficit.........................................(2,907,648)
Deficit accumulated during the development stage ...........(3,453,950)
-----------
TOTAL STOCKHOLDERS' EQUITY ........................ 1,274,740
-----------
$1,293,089
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Statements of Operations
Cumulative
amount from
January 1, 2005 January 1, 2004 January 1, 1995
through through through
March 31, 2005 March 31, 2004 March 31, 2005
-------------- -------------- --------------
REVENUES $ -0- $ -0- $ -0-
EXPENSES:
Selling general and administrative 205,986 211,042 2,757,363
Mine exploration costs 45,202 26,405 276,494
Legal fees 1,237 2,082 718,164
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) (50,767)
Gain on extinguishment of debt --- --- (110,423)
Interest Income (3,171) --- (3,730)
-------------- -------------- --------------
TOTAL EXPENSES 249,254 237,388 3,453,950
NET GAIN/(LOSS) $ (249,254) $ (237,388) $ (3,453,950)
============== ============== ==============
NET LOSS PER SHARE-BASIC AND DILUTED
$(0.02) $(0.02)
============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
13,358,554 9,808,134
============== ==============
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Statements of Cash Flows
Cumulative Amount
from
January 1, 2005 January 1, 2004 January 1, 1995
through through through
March 31, 2005 March 31, 2004 March 31, 2005
----------------- ------------------ ------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss.................................................$ (249,254) $ (237,388) $ (3,453,950)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for bad debts............................. --- --- 325,000
Amortization of unearned compensation............... 65,957 82,421 548,515
Gain on extinguishment of debt................ --- --- (110,423)
Gain on sale of Armenia mining
interests......................................... --- --- (268,874)
Write-off of mining investment in
Georgia........................................... --- --- 135,723
(Gain) loss on sale of investment
in common stock of Sterlite Gold Ltd --- (2,141) (50,767)
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............... 11,907 (25,254) 358,966
----------------- ------------------ ------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (171,390) (182,362) (2,351,065)
----------------- ------------------ ------------------
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................. --- 5,016 246,767
Investment in certain mining interests
- net of financing................................ --- --- (153,494)
Mine acquisition costs.............................. 407 (5,777) (1,239,035)
----------------- ------------------ ------------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 407 (761) 745,393
----------------- ------------------ ------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement
offering.......................................... --- --- 2,484,073
Repuchase of common stock........................... --- --- (25,000)
Due to related parties.............................. --- 50,000 (22,218)
Sale of warrants.................................... --- --- 650
Warrants exercised.................................. --- --- 100
----------------- ------------------ ------------------
NET CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES --- 50,000 2,437,605
----------------- ------------------ ------------------
NET INCREASE (DECREASE) IN CASH.......................... (170,983) (133,123) 831,933
CASH AND CASH EQUIVALENTS - beginning of
period.............................................. 1,014,268 147,247 11,352
----------------- ------------------ ------------------
CASH AND CASH EQUIVALENTS - end of period................$ 843,285 $ 14,124 $ 843,285
----------------- ------------------ ------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid........................................$ 0 $ 0 $ 2,683
================= ================== ==================
Interest paid............................................$ 0 $ 0 $ 16,502
================= ================== ==================
Noncash Transactions:
Stock issued for deferred compensation...................$ 425,000 $ 125,000 $ 1,247,500
================= ================== ==================
Stock forfeited for deferred compensation................$ --- $ --- $ (131,708)
================= ================== ==================
Stock issued in exchange for closing fees................$ --- $ --- $ 45,000
================= ================== ==================
Unpaid mine acquisition costs............................$ --- $ 26,813 $ 50,697
================= ================== ==================
Stock issued for mine acquisition costs..................$ --- $ --- $ 62,500
================= ================== ==================
Mine acquisition costs in accounts payables..............$ --- $ --- $ 138,500
================= ================== ==================
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 2005
1. BASIS FOR PRESENTATION
The accompanying financial statements present the development stage activities of the Company and its wholly owned subsidiaries from January 1, 1995, the period commencing the Company's operations as Global Gold Corporation, through March 31, 2005.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three-months ended March 31, 2005 are not necessarily indicative of the results to be expected for the year ended December 31, 2005. The condensed interim financial statements should be read in conjunction with the audited financial statements and notes, contained in the Company's Annual Report on Form 10-KSB for the year-ended December 31, 2004.
2. RELATED PARTY TRANSACTIONS
On January 11, 2005 the Company resolved to compensate each Director of the Company with 50,000 shares of the Company's common stock for their services. An aggregate of 250,000 shares with a stated value of $0.50 per share were issued to the directors in February 2005.
On January 11, 2005 the directors agreed to extend Mr. Krikorian's contract to June 30, 2008; increase his annual salary to $180,000; maintain the stock award component of his base compensation at 300,000 shares for each year of the two year extension and offer him benefits including a retirement plan, dental insurance and life insurance.
Compensation paid to corporate officers and directors were included in selling, general and administrative expenses for the three-months ended March 31, 2005 and 2004 in amounts of $136,000 and $157,000, respectively. Such amounts included stock based compensation of $66,000 and $82,000 in each interim period.
3. AGREEMENTS
On March 28, 2005, the Company's subsidiary, Minero Global Chile Limitada, entered an agreement with Adrian Soto Torino to provide mine preparation work and mining on the previously mined vein structure at the Santa Candalaria mine in Region III of Chile.
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.
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RESULTS OF OPERATIONS
THREE-MONTHS ENDED MARCH 31, 2005 AND THREE-MONTHS ENDED MARCH 31, 2004
During the three-month period ended March 31, 2005, the Company's administrative and other expenses were $205,986 which represented a decrease of $5,056 from $211,042 in the same period last year. The expense decrease was primarily attributable to lower compensation expense of $20,519, and higher accounting fees of $10,500, and higher travel expenses of $1,100 due to increased activity resulting from project development in Armenia and Chile.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2005, the Company's total assets were $1,293,089, of which $843,285 consisted of cash or cash equivalents.
The Company's plan of operation for the calendar year 2005 is:
(a) To continue exploration activities and commence mining with regard to the Santa Candalaria Chilean mining properties purchased in February 2004;
(b) To develop the Hankavan and Marjan mining properties in Armenia acquired in December 2003, to engage in further exploration in Armenia, 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) 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 anticipates in 2005 spending approximately $20,000 per month in Chile after an initial expenditure of approximately $40,000 to finance mining operations which are anticipated to earn approximately $45,000 per month at the Santa Candalaria mine (although there can be no assurance of such result), and the Company further anticipates approximately $100,000 for drilling and further exploration at the Santa Candalaria property.
The Company also anticipates spending additional funds in Armenia for further exploration and development as well as acquisition of properties. The Company anticipates that it may have to issue additional equity or debt to finance its planned activities. 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. In addition, the Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 3,000,000 million shares of Common Stock of the Company at an exercise price of $0.75 per share, which expire on December 1, 2006. If these Warrants were exercised in full, the Company would receive $2,250,000 in gross proceeds.
The Company does not intend to engage in any research and development during 2005 and does not expect sell any plant or significant equipment; it does anticipate purchasing processing plant and equipment assets.
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The Company has been able to continue its development stage activities based upon its receipt of funds from the issuance of equity securities and shareholder loans, and by acquiring assets or paying expenses by issuing stock. The Company's continued existence is dependent upon its continued ability to raise funds through the issuance of our securities or borrowings. 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 January 11, 2005, 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, Hague, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the Board in 2005.
(b) On January 11, 2005 the directors agreed to extend Mr. Krikorian's contract to June 30, 2008 and issued him 600,000 shares at the fair market value of $.50 per share to maintain the stock award component of his base compensation at 300,000 shares for each year of the two year extension.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
On May 4, 2005, the Company's Board of Directors adopted Audit Committee Guidelines and a code of Business Conduct and Ethics.
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On May 4, 2005, the Company named Lester S. Caesar as its Chief Accounting Officer. Mr. Caesar is a Certified Public Accountant with over twenty years experience in accounting. He received his B.S. in accounting from C.U.N.Y. in 1978, completed advanced certificate training in Taxation at New York University, and is a member of the American Institute of Certified Public Accountants.
On May 4, 2005, the Company name Van Z. Krikorian as Secretary.
Item 6. Exhibits.
a. The following documents are filed as part of this report:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of President
Exhibit 32.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of President
Exhibit 99.1 Code of Ethics
(b) Reports on Form 8-K filed during the quarter ended March 31, 2005 - None
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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
May 10, 2005 --------------------------
Drury J. Gallagher,
Chief Executive Officer
and Chief Financial Officer
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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, 2005;
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: May 10, 2005 /s/ Drury J. Gallagher
----------------------
Drury J. Gallagher,
Chief Executive Officer and
Chief Financial Officer
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Exhibit 31.2
CERTIFICATIONS
I, Van Z. Krikokrian, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the quarter ended March 31, 2005;
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: May 10, 2005 /s/ Van Z. Krikorian
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Van Z. Krikorian
President
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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, 2005 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: May 10, 2005
By: /s/ Drury J. Gallagher
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Drury J. Gallagher
Chief Executive Officer
and Chief Financial Officer
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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, 2005 as filed with the Securities and Exchange Commission (the "Report"), I, Van Z. Krikorian, the President 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: May 10, 2005
By: /s/ Van Z. Krikorian
--------------------------
Van Z. Krikorian
President
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GLOBAL GOLD CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (this "Code") consists of three parts: Business Ethics, Legal Compliance and Making It Work. This Code is not intended to cover every applicable law, address all possible business dealings or potential dilemmas, nor does it provide answers to all questions that may arise in connection with the issues raised.
Business Ethics
>> General Standards. The Company is committed to operating with the highest ethical principles guiding our business philosophy and personal business behavior at all times. All employees, officers and directors are expected to behave honestly and with integrity at all times, whether in dealing with fellow employees, the general public, the business community, civic organizations, stockholders, customers, suppliers, or governmental and regulatory authorities.
>> Books and Records and Internal Controls. The accuracy and reliability of the Company's business records are critical to the Company's business decisions and compliance with the Company's financial and legal reporting requirements. Employees, officers and directors shall be familiar with and follow the Company's policies, accounting controls and procedures. Applicable laws and Company policy require the Company to keep books and records that accurately and fairly reflect its transactions and the dispositions of its assets and to maintain a system of internal accounting controls which ensure the reliability and adequacy of its books and records. No employee, officer or director is authorized to depart from this requirement or to condone a departure by anyone else.
>> Alteration of Documents. There will be times when destruction of documents no longer needed for business or legal purposes may be a perfectly legitimate exercise of a proper business decision (i.e., for reasons of cost, logistics, space, etc.). However, the knowing destruction, alteration, concealment, or falsification of paper or electronic documents with the intent to impede, obstruct, or wrongly influence official investigations or proceedings is not only unethical, it is a crime punishable by fines and imprisonment of up to 20 years. Employees, officers and directors must cooperate with duly constituted official investigations that are conducted by both sides in a legally correct fashion.
>> Business Communications. At all times, the Company shall promote full, fair, accurate, timely and understandable disclosures in every report and public communication made by the Company, which includes, of course, any document that it files with or submits to the Securities and Exchange Commission (the "SEC"). Employees, officers and directors are required to comply with these standards in the preparation of any disclosure or communication of the Company. Good judgment must be used when writing about our Company and its business. Written business records may be subject to compulsory disclosure to the government or private parties in litigation, or may be wrongly leaked to or interpreted by the news media.
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>> Conflict of Interest. Company business must be conducted solely on the basis of merit and open competition. Employees, officers and directors must refrain from actions that might impair their independent judgment or provide unfair advantage to another, or might represent a conflict of interest. A "conflict of interest" occurs when an individual's private interest interferes in any way, or even appears to interfere in any way, with the interests of the Company as a whole. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company in an objective and effective fashion. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Personal loans to, or guarantees of obligations of, such persons are of special concern. Personal loans to officers and directors are not only unethical but also illegal.
>> Confidential Information. Employees, officers and directors should maintain the confidentiality of information entrusted to them by the Company or other companies or persons, except when disclosure is duly authorized or legally mandated. Confidential information includes various kinds of information, including internal, confidential, proprietary or secret information related to the Company's business, operations and research. It includes trade secrets (such as our technology, know-how and experience) and in general all non-public information that might be of use to competitors, or harmful to the Company or its customers if disclosed. Selected human resource and personnel information must be kept strictly confidential and used only for the purposes for which it is intended. Confidential information also includes information entrusted to the Company by other companies or persons, such as customers, suppliers, vendors or service-providers. The obligation to preserve confidential information continues even after association with the Company ends.
>> Corporate Opportunities. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Employees, officers and directors should not: (i) take for themselves personally opportunities that are discovered through the use of Company property, information or position (ii) use Company property, information or position for personal gain or (iii) compete with the Company.
>> Fair Dealing. Employees, officers and directors should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
>> Protection and Proper Use of Company Assets. Carelessness, misuse, waste, destruction or theft has a direct impact on the Company's profitability. Employees, officers and directors should safeguard the Company's assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.
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Legal Compliance
>> General Standard. The Company requires compliance with all applicable laws, rules and regulations, as well as compliance with this Code.
>> Discrimination and Harassment. The Company's legal compliance requirement includes all federal and state regulations prohibiting discrimination against any employee or applicant for employment because of race, color, religion, ethnic or national origin, gender, sexual orientation, age, disability or veteran status. This applies to recruitment, compensation, training, promotion and other employment practices. The Company is also committed to providing its employees with a work environment free of any type of harassment, including any deliberate discrimination or harassment, in word or action, against a fellow employee or applicant for employment on the basis of any of the classifications above.
>> Fraud. The Company's legal compliance requirement includes all laws related to wire fraud, mail fraud, bank fraud, securities fraud, any SEC rule or regulation, or any federal rules relating to fraud against shareholders.
>> Securities Laws and Insider Trading. The Company's stock is owned and traded by the general public, and for this reason various laws require the Company to make full, fair, accurate, timely and understandable disclosure of material information. It is the Company's goal to protect all shareholder investments in our Company through strict enforcement of the prohibition against insider trading set forth in federal securities laws and regulations. Employees, officers and directors who have access to inside information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct Company business. Inside information includes any financial, technical or other information about the Company that is not available to the public and might influence an investor's decision to buy, sell or hold stock of the Company. To use inside information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.
>> Bribes, Kickbacks, and Other Unlawful Payments. The Company's legal compliance requirement includes the U.S. Foreign Corrupt Practices Act, international anti-bribery conventions and any state or local anti-corruption or bribery laws. No payment to government officials, bribes, kickbacks or other similar unlawful payments designed to secure favored or preferential treatment for or from the Company or any individual associated with the Company is to be given or received.
>> International Operations Policy. The Company's legal compliance includes all governmental laws, rules, and regulations applicable to its operation s outside the United States and to conduct those operations to the highest ethical standards. Where feasible, locally sourced engineering work, construction crews, and supplies will be preferentially used. Laws that apply to operations outside the United States include those of the countries where the operations occur, and may also include certain United States laws which govern international operations of United States companies and United States persons, broadly defined. Accordingly, directors, officers, and employees of the Company who are involved with the Company's operations outside the United States should consult with the General Counsel for advice on applicable United States laws, especially laws regarding boycotts, trade sanctions, export controls, and foreign corrupt practices, and are expected to comply with those laws.
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>> Environmental Policy. The Company's legal compliance requires that the Company conduct its business in a manner that is compatible with the balanced environmental and economic needs of the communities in which it operates. The Company is committed to continuous efforts to improve environmental performance throughout its operations. Accordingly, the Company's policy is to: comply with international standards as developed by the World Bank; comply with all applicable environmental laws and regulations and apply responsible standards where laws and regulations do not exist; assess all projects which will include a review of the environmental issues associated with project development. This assessment will be made available to the appropriate government agencies for review and approval; encourage concern and respect for the environment, emphasize every employee's responsibility in environmental performance, and foster appropriate operating practices and training; manage its business with the goal of preventing incidents and of controlling emissions and wastes to below harmful levels; design, operate, and maintain facilities to this end; respond quickly and effectively to incidents resulting from its operations, in cooperation with industry organizations and authorized government agencies; and undertake appropriate reviews and evaluations of its operations to measure progress and to foster compliance with this policy.
Making It Work
>> Compliance and Reporting Required. Employees, officers and directors are required to report or cause to be reported, on a named or anonymous basis, any act or practice or other information which may constitute a violation of law, rules, regulations or this Code (or may otherwise be considered unethical) to their immediate supervisor, personnel manager, or facility director. However, any employee, officer or director who suspects questionable accounting, internal control or auditing, or has any information to report on an issue described in this Code under the headings "Business Communications" or "Fraud" above, must make a report directly to the Chairman of the Audit Committee of the Board of Directors in accordance with the procedures set forth below. Any employee, officer or director who has any questions related to an interpretation of any part of this Code is encouraged to contact the General Counsel. There is no right to privacy through the use of the Company's telephone, e-mail, Internet and computers. However, the Company will make every effort to respect your anonymity if you choose to use the procedures for anonymous reporting set forth below. In any event, the Company cannot guarantee the eventual anonymity or confidentiality of a person making a report, as more fully described below.
>> Procedure for Anonymous Reports to Supervisors, Etc. or the General Counsel. The procedure for anonymous reporting of complaints to the applicable immediate supervisor, personnel manager, facility director or the General Counsel of the Company is for information to be sent by any of the following means: (i) using non-Company telephones, by immediately faxing a letter to the applicable individual at his or her office number, (ii) using non-Company telephones, by calling the applicable individual at his or her office number, (iii) using non-Company computers, by e-mailing the applicable individual at his or her work e-mail address, or (iv) using non-Company mail facilities, by sending a letter to the applicable individual at his or her work address.
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>> Procedure for Reports to Audit Committee. The procedure for anonymous reporting of complaints to the Audit Committee is for information to be sent directly to the Audit Committee, which is composed entirely of independent outside directors, by any of the following means: (i) using non-Company telephones, by immediately faxing information to the Chairman of the Audit Committee concerning any such complaint at 212-941-1041, attn: Mr. Nicholas Aynilian (ii) using non-Company telephones, by calling the Chairman of the Audit Committee at 212-431-9785 (please leave a message if your call is not immediately answered), (iii) using non-Company computers, by e-mailing the Chairman of the Audit Committee at Nick@Aynilian.com, or (iv) using non-Company mail facilities, by sending a letter to Nicholas J. Aynilian, Chairman, Audit Committee of the Board of Directors of Global Gold Corporation, 104 Field Point Road, Greenwich Connecticut 06830. The procedure for named reporting of complaints to the Audit Committee is the same, except that Company telephones, computers or mail facilities may be used. Such reporting mechanisms are available 24 hours a day, 7 days a week. All reasonable and appropriate expenses incurred by any employee, officer or director in making a report to the Audit Committee in accordance with this Code will be reimbursed at any time upon request.
>> Full Information. It will be helpful to the Company's investigation of any such suspected violations if your communication is as specific as possible with regard to: (i) the nature of the suspected conduct, (ii) the persons involved or who may have knowledge of it, (iii) the dates upon which such suspected activity occurred, (iv) where it allegedly took place, (v) why you believe this conduct to be unethical, irregular or fraudulent and (vi) how such suspected conduct has allegedly occurred or is presently occurring.
>> No Guarantee of Anonymity or Confidentiality. The Company shall always try to maintain the anonymity and confidentiality of the reports and of those furnishing the information. The Company cannot, however, guarantee the eventual anonymity or confidentiality of any complaint in the event that an effective investigation requires otherwise.
>> No Retaliation. In no event will any action or retaliation be taken against any employee, officer or director for making a report regarding suspected violations of any law, regulation or this Code, or against any person who testifies, participates in, or otherwise assists in a proceeding filed or about to be filed that relates to any such violation. Employees, officers and directors should immediately report to the Chairman of the Audit Committee, in the manner as set forth above, any irregular situation regarding this issue.
>> Application of this Code; Disciplinary Measures. All reports will be investigated and appropriate actions will be taken. The Company shall continuously enforce this Code through appropriate means of discipline. In instances where the proper and ethical course of action is unclear, employees, officers and directors should seek counsel from their immediate supervisor, personnel manager, facility director or the General Counsel. If necessary, the applicable immediate supervisor, personnel manager, facility director, the General Counsel or the Audit Committee, as appropriate, shall determine whether violations of law or this Code have occurred and, if so, shall determine the measures to be taken against the corresponding person. The disciplinary measures shall include counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions and termination of employment or other association with the Company. The Company's General Counsel and the Audit Committee, as appropriate, shall respond to questions and issues of interpretation of this Code.
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>> Changes to or Waivers of this Code. Any change to or waiver of this Code involving a director or the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, may be made only by the Board of Directors or a committee of the Board of Directors and will be promptly disclosed as required by law.
>> Questions and Comments. If anyone has any questions concerning the ethical propriety of any business dealings or other conduct while at work, or any suggestions to make regarding this Code, they should feel free to consult with their immediate supervisor, personnel manager, facility director, the General Counsel or any other officers of the Company.
May 4, 2005
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