First Quarter Report 10QSB
March 31, 2006
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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, 2006
[ ] 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.)
45 East Putnam Avenue, 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 May 12, 2006 there were 28,670,301 shares of the issuer's Common Stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Balance Sheet - as of March 31, 2006 ..............................3
Consolidated Statements of Operations for the three month
periods ended March 31, 2006 and March 31, 2005 and for the
development stage period from January 1, 1995 through
March 31, 2006 ....................................................4
Consolidated Statements of Cash Flows for the three Months
ended March 31, 2006 and March 31, 2005 and for the
development stage period from January 1, 1995 through
March 31, 2006 ....................................................5
Notes to Consolidated Financial Statements (Unaudited) ..........6-8
Item 2. Management's Discussion and Analysis or Plan of Operation ........8-10
Item 3. Controls and Procedures ............................................10
PART II OTHER INFORMATION
Item 1. Legal Proceedings ..................................................10
Item 2. Changes in Securities...............................................10
Item 3 Defaults Upon Senior Securities ....................................10
Item 4 Submission of Matters to a Vote of Security Holders ................11
Item 5 Other Information ..................................................11
Item 6. Exhibits............................................................11
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
MARCH 31, 2006
ASSETS
CURRENT ASSETS:
Cash.................................................. $ 57,003
Inventories........................................... 9,169
Tax refunds receivable................................ 45,651
Other current assets.................................. 51,767
------------
TOTAL CURRENT ASSETS........................................ 163,590
LICENSES, less accumulated amortization of $252,086............... 2,946,206
INVESTMENT IN JOINT VENTURES...................................... 365,113
SECURITY DEPOSITS................................................. 7,368
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation
of $34,218........................................................ 342,109
------------
$ 3,824,386
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:Accounts payable and accrued expenses ......... $ 77,658
NOTE PAYABLE, due July 2007 ....................................... 1,812,307
------------
TOTAL LIABILITIES............................................ 1,889,965
STOCKHOLDERS' EQUITY:
Common stock $0.001 par value, 100,000,000 shares authorized;
18,270,301 shares issued and outstanding....................... 18,270
Additional paid-in capital ...................................... 11,999,845
Deferred compensation............................................ (798,345)
Accumulated deficit.............................................. (2,907,648)
Deficit accumulated during the development stage................. (6,325,971)
Foreign currency translation adjustment.......................... (51,730)
------------
TOTAL STOCKHOLDERS' EQUITY................................... 1,934,421
------------
$ 3,824,386
============
The accompanying notes are an integral part of these consolidated financial statements.
3
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative Amount
from the Inception of
Development Stage
January 1, 2006 January 1, 2005 (January 1, 1995)
through through through
March 31, 2006 March 31, 2005 March 31, 2006
--------------- --------------- ---------------------
REVENUES $ - $ - $ -
EXPENSES:
General and administrative................................. 167,319 126,717 4,113,794
Mine exploration costs..................................... 325,250 45,202 558,823
Amortization of deferred compensation...................... 154,395 65,957 929,947
Amortization and depreciation.............................. 104,738 - 281,977
Write-off of investment.................................... - - 135,723
Gain on sale of investment................................. - - (319,641)
Loss from investment in joint ventures..................... 30,156 - 42,156
Interest expense........................................... 32,365 - 86,307
Miscellaneous other ....................................... - - (110,423)
Interest income............................................ (2,135) (3,171) (16,913)
--------------- --------------- ---------------------
TOTAL EXPENSES ........................................ 812,088 234,705 5,701,750
--------------- --------------- ---------------------
Loss from Continuing Operations.............................. (812,088) (234,705) (5,701,750)
Discontinued Operations:
Loss from discontinued operations ......................... - 14,549 386,413
Loss on disposal of discontinued operations ............... - - 237,808
--------------- --------------- ---------------------
Net Loss Applicable to Common Shareholders................... (812,088) (249,254) (6,325,971)
Loss on foreign exchange................................... 13,219 - 51,730
--------------- --------------- ---------------------
Comprehensive Net Loss.......................................$ (825,307) $ (249,254) $ (6,377,701)
=============== =============== =====================
NET LOSS PER SHARE - BASIC AND DILUTED .....................$ (0.05) $ (0.02)
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED ..... 18,111,034 13,358,554
=============== ===============
The accompanying notes are an integral part of these consolidated financial statements.
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GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative Amount
from the Inception of
Development Stage
January 1, 2006 January 1, 2005 (January 1, 1995)
through through through
March 31, 2006 March 31, 2005 March 31, 2006
---------------- ---------------- ---------------------
OPERATING ACTIVITIES:
Net Loss ....................................................$ (812,088) $ (249,254) $ (6,325,971)
Adjustments to reconcile net loss to net cash used in
operating activities:
Amortization of deferred compensation ..................... 154,395 65,957 929,947
Amortization of licenses................................... 95,221 -- 252,086
Depreciation expense....................................... 9,517 -- 34,218
Equity in loss on joint venture............................ 30,156 -- 42,156
Gain on extinguishment of debt ............................ -- -- (110,423)
Gain on sale of investments................................ -- -- (319,641)
Write-off of investment.................................... -- -- 135,723
Loss on disposal of discontinued operations................ -- -- 237,808
Non-cash expenses.......................................... 24,386 -- 198,886
Changes in assets and liabilities:
Other current and non-current assets....................... (7,368) -- 100,634
Accounts payable and accrued expenses ..................... 32,366 11,907 486,642
---------------- ---------------- ---------------------
NET CASH USED IN OPERATING ACTIVITIES ....................... (473,415) (171,390) (4,337,935)
---------------- ---------------- ---------------------
INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining interests ............ -- -- 1,891,155
Proceeds from sale of investment in Sterlite Gold Ltd.
Common stock ........................................... -- -- 246,767
Purchase of equipment...................................... (3,275) -- (3,275)
Investment in joint ventures............................... -- -- (260,000)
Investment in mining licenses.............................. -- 407 (2,892,936)
---------------- ---------------- ---------------------
NET CASH USED IN INVESTING ACTIVITIES ....................... (3,275) 407 (1,018,289)
---------------- ---------------- ---------------------
FINANCING ACTIVITIES:
Net proceeds from private placement offering .............. -- -- 5,445,073
Repurchase of common stock ................................ -- -- (25,000)
Due to related parties .................................... -- -- (22,218)
Warrants exercised ........................................ -- -- 55,750
---------------- ---------------- ---------------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES ............. -- -- 5,453,605
---------------- ---------------- ---------------------
EFFECT OF EXCHANGE RATE ON CASH.............................. (13,219) -- (51,730)
---------------- ---------------- ---------------------
NET INCREASE (DECREASE) IN CASH ............................. (489,909) (170,983) 45,651
CASH AND CASH EQUIVALENTS - beginning of period ............. 546,912 1,014,268 11,352
---------------- ---------------- ---------------------
CASH AND CASH EQUIVALENTS - end of period ...................$ 57,003 $ 843,285 $ 57,003
================ ================ =====================
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid .........................................$ -- $ -- $ 2,683
================ ================ =====================
Interest paid .............................................$ -- $ -- $ 15,422
================ ================ =====================
Noncash Transactions
Stock issued for deferred compensation ....................$ 375,000 $ 425,000 $ 1,837,500
================ ================ =====================
Stock forfeited for deferred compensation .................$ -- $ -- $ (131,708)
================ ================ =====================
Stock issued for acquisition of mining licenses............$ 150,000 $ -- $ 150,000
================ ================ =====================
Stock issued in exchange for services......................$ 36,000 $ -- $ 36,000
================ ================ =====================
Stock issued in exchange for accounts payable..............$ -- $ -- $ 25,000
================ ================ =====================
The accompanying notes are an integral part of these consolidated financial statements.
5
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited) March 31, 2006
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, 2006.
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, 2005 annual report on Form 10-KSB. The results of operations for the three-month period ended March 31, 2006 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2006. In particular, the financing which closed on April 4, 2006 has changed the Company's financial position significantly (see subsequent events).
2. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors:
On January 31, 2006, Global Gold Mining, LLC (Global Gold Mining", a wholly owned subsidiary of Global Gold Armenia, LLC ("GGA"), which in turn is a wholly owned subsidiary of the Company), closed the transaction agreed to by the share purchase agreement dated as of January 23, 2006 with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's common stock. All assets (including the "Athelea" name) not related to the approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia will be transferred back to the Sellers and AI shall be renamed the "Getik Mining Company." Messrs. Simon Cleghorn and Frank Pastorino are employees of the Global Gold Mining.
On February 10, 2006, the Company issued 24,000 shares to Dr. Urquhart at the fair market value of $1.50 per share. The shares were issued as compensation for the prior year. The expense was accrued for year-end December 31, 2005.
The Company issued 50,000 shares to each of the five Directors as of February 10, 2006 at the fair market value of $1.50 per share. 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, 2006 is $86,500.
The amount of total unearned compensation amortized for the three months ended March 31, 2006 is $154,395.
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3. EQUITY TRANSACTIONS
On January 31, 2006, Global Gold Mining closed the transaction agreed to by the share purchase agreement dated as of January 23, 2006 with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's common stock. All assets (including the "Athelea" name) not related to the approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia will be transferred back to the Sellers and AI shall be renamed the "Getik Mining Company."
On February 10, 2006, the Company issued 24,000 shares to Dr. Urquhart at the fair market value of $1.50 per share. The shares were issued as compensation for the prior year. The expense was accrued for year-end December 31, 2005.
The Company issued the 50,000 shares to each of the five Directors as of February 10, 2006 at the fair market value of $1.50 per share. 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.
4. AGREEMENTS
a. As of January 13, 2006, Minera Global Chile Limitada ("Minera Global",a wholly owned subsidiary of Global Oro, LLC and Global Plata, LLC, which in turn are wholly owned subsidiaries of the Company) entered into a purchase, option, and royalty agreement with Mr. Adrian Soto Torino, a citizen of Chile ("AST") to transfer the mining concessions Candelaria 1, 2, and 3 in Comuna de Diego de Almagro, Region III of Chile to AST to mine the gold property and pay Minera Global a net smelter royalty of 10% until such time as Minera Global has been paid $75,000 and thereafter a net smelter royalty of 2% for the life of the mine. All liabilities and fees associated with the property are the responsibility of AST, and Minera Global retains the option to reacquire the mining concession upon 60 days notice and payment of 1,000,000 Chilean pesos (approximately $1,883 USD).
b. On January 30, 2006, the Company entered into a five-year lease with East Post Realty, LLC for their administrative facilities located at 45 East Putnam Avenue, Suite 118, Greenwich, CT 06830. The lease commences on March 1, 2006 and runs though February 28, 2011. The Company is obligated for annual payments of $44,200 in
year one, $45,240 in year two, $46,800 in year three, $48,360 in
year four, $49,920 in year five.
c. On January 31, 2006, Global Gold Mining closed the transaction
agreed to by the share purchase agreement dated as of January 23, 2006 with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's common stock. All assets (including the "Athelea" name) not related to the approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia will be transferred back to the Sellers and AI shall be renamed the "Getik Mining Company."
d. On February 10, 2006, the Company issued 24,000 shares of common stock with a stated value of $36,000 to Dr. Urquhart for services provided in 2005. Such amount was included in accounts payable and accrued expenses at December 31, 2005.
7
e. On February 10, 2006, the Company issued 50,000 shares to each Director, for a total of 250,000 shares, for services to be rendered in 2006.
f. On March 10, 2006, the Company entered into a Private Placement Management Agreement with Aton Securities Inc. to raise on a "best efforts" basis between $5 million and $10 million by issuing units of common stock and warrants at $1.25 per unit.
5. SUBSEQUENT EVENTS -
On April 4, 2006, the Company sold $13,000,000 in common shares in a private placement, pursuant to exemptions from registration requirements of the Securities Act under Regulation D and Regulation S based upon representations and covenants provided by the respective purchasers. The transaction involved the issuance of ten million four hundred thousand shares of common stock at $1.25 per share. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. Aton Securities, Inc. of New York City acted as the Managing Private Placement Agent, and as part of its compensation has also been granted warrants to purchase one million (1,000,000) restricted common shares exercisable at the price of $1.25 per share within eighteen months of April 4, 2006.
On April 19, 2006, Mego-Gold LLC ("Mego", a 51% owned subsidiary of Global Gold Mining) entered into a contract with Zeppelin International AG to purchase two used Caterpillar Hydraulic Excavators for $293,830.
On April 19, 2006, Mego entered into a contract with Vahan EHA,LLC to drill 5,000 meters of NQ core drilling at the Tukhmanuk property for a cost of approximately $875,000.
On April 29, 2006, Mego entered into a contract with Zeppelin International AG to purchase one new D9 bulldozer for $680,000.
Effective May 1, 2006, Global Gold Mining amended the contract of Simon Cleghorn, the Director of Exploration and Mining. The amended terms increases his time devoted to 100%, increases his salary to $125,000, and extends the contract an additional year through July 31, 2009.
Effective May 1, 2006, the Company amended the contract of Jan Dulman, the Controller. The amended terms increases his time devoted to 60%, increases his salary to $60,000 and 50,000 options annually contingent on a plan being adopted and approved by the compensation committee.
Effective May 10, 2006, the Company adopted a compensation committee charter and committee. The committee will be comprised of three independent Board of Director members, Ian Hague, Mike Mason, and Nick Aynilian.
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.
8
RESULTS OF OPERATIONS
THREE-MONTHS ENDED MARCH 31, 2006 AND THREE-MONTHS ENDED MARCH 31, 2005
During the three-month period ended March 31, 2006, the Company's administrative and other expenses were $167,319 which represented an increase of $40,602 from $126,717 in the same period last year. The expense increase was primarily attributable to higher compensation expense of $15,555 and an allowance for doubtful accounts of $15,217.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2006, the Company's total assets were $3,824,386, of which $57,003 consisted of cash or cash equivalents. (This position changed materially on April 4, 2006, as described in the Subsequent Events section above.)
The Company's plan of operation for the calendar year 2006 is:
(a) To mine and produce gold at the Tukhmanuk property;
(b) To review and acquire additional mineral bearing properties in the Former Soviet Union and in Chile; and
(c) To further develop the Tukhmanuk, Getik, Hankavan, and surrounding properties in the North Central Belt of Armenia as well as joint venture interests held with Iberian Resources in the Marjan and Litchkvadz/Sipan 1 mining properties in Southern Armenia and to engage in further exploration in Armenia to generate cash flow and establish gold, uranium, copper, and molybdenum reserves to Western standards.
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 2006 spending approximately $200,000 per month to finance Tukhmanuk operations that are anticipated to begin production in May, generating revenue in June that will level at approximately $555,000 per month starting in July. The Company further anticipates spending approximately $3,000,000 on exploration at Tukhmanuk including 15,000 meters of NQ core drilling. In addition, the Company is implementing its exploration plans at Hankavan and surrounding areas, including an initial 7,000 meters of NQ core drilling.
The Company also anticipates spending additional funds in the Former Soviet Union and in Chile for further exploration and development of its other properties as well as acquisition of properties. The Company anticipates that it will issue additional equity or debt. 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. In addition, the Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 2,000,000 million shares of Common Stock of the Company at an exercise price of $1.50 per share, which expire on July 31, 2007. If these Warrants were exercised in full, the Company would receive $3,000,000 in gross proceeds. The Company further anticipates that it might obtain additional financing from the holders of its Warrants issued on April 4, 2006: (i)to purchase 3,466,665 shares of Common Stock of the Company at an exercise price of $2.00 per share, which expire or before the sooner of (a) April 1, 2008 or (b) sixty (60)days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater, which if exercised in full would result in the Company receiving $6,933,330 in gross proceeds; and (ii)to purchase 1,000,000 shares of Common Stock of the Company at an exercise price of $1.25 per share, which expire on October 3, 2007, which if exercised in full would result in the Company receiving $1,250,000 in gross proceeds.
9
The Company does not intend to engage in any research and development during 2006 and does not expect to sell any plant or significant equipment; it does anticipate purchasing processing plant and equipment assets.
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 31, 2006, Global Gold Mining closed the transaction agreed to by the share purchase agreement dated as of January 23, 2006 with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's common stock.
(b) On February 10, 2006, the Company issued 24,000 shares to Dr. Urquhart at the fair market value of $1.50 per share. The shares were issued as compensation for the prior year.
(c) On February 10, 2006, the Company issued 50,000 shares at the fair market value of $1.50 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 2006.
Item 3. Defaults Upon Senior Securities.
None
10
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits.
The following documents are filed as part of this report:
o Unaudited Financial Statements of the Company, including Balance Sheet as of March 31, 2006;
o Statements of Operations and Statements of Cash Flows for the three-months ended March 31, 2006 and March 31, 2005, and for the development stage period from January 1, 1995 through March 31, 2006 and the Exhibits which are listed on the Exhibit Index.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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
11
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 15, 2006 -------------------------
Drury J. Gallagher,
Chairman, Chief Executive
Officer and Treasurer
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, 2006;
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 15, 2006 /s/ Drury J. Gallagher
-------------------------
Drury J. Gallagher
Chairman, Chief Executive
Officer and Treasurer
Exhibit 31.2
CERTIFICATIONS
I, Lester S. Caesar, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the quarter ended March 31, 2006;
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 15, 2006 /s/ Lester S. Caesar
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Lester S. Caesar
Chief Financial Officer
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, 2006 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 15, 2006
By: /s/ Drury J. Gallagher
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Drury J. Gallagher
Chairman, Chief Executive
Officer and Treasurer
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, 2006 as filed with the Securities and Exchange Commission (the "Report"), I, Lester S. Caesar, the Chief Financial 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: May 15, 2006
By: /s/ Lester S. Caesar
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Lester S. Caesar
Chief Financial Officer