Second Quarter Report 10QSB
June 30, 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 June 30, 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 August 14, 2006 there were 30,095,301 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)
Consolidated Balance Sheet as of June 30, 2006 .....................3
Consolidated Statements of Operations for the three months and
six months ended June 30, 2006 and June 30, 2005 and for the
development stage period from January 1, 1995 through
June 30, 2006 ......................................................4
Consolidated Statements of Cash Flows for the six months ended
June 30, 2006 and June 30, 2005 and for the development stage
period from January 1, 1995 through June 30, 2006 ..................5
Notes to Consolidated Financial Statements (Unaudited) ...........6-10
Item 2. Management's Discussion and Analysis or Plan of Operation .......10-12
Item 3. Controls and Procedures ...........................................12
PART II OTHER INFORMATION
Item 1. Legal Proceedings .................................................12
Item 2. Changes in Securities............................................12-13
Item 3 Defaults Upon Senior Securities ...................................13
Item 4 Submission of Matters to a Vote of Security Holders ...............13
Item 5 Other Information .................................................14
Item 6. Exhibits...........................................................14
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
June 30, 2006
ASSETS
CURRENT ASSETS:
Cash $ 9,069,975
Inventories 15,879
Accounts Receivable 5,600
Tax Refunds Receivable 89,805
Deposits on equipment and contracts 2,027,477
Other Current Assets 71,970
-----------------
TOTAL CURRENT ASSETS 11,280,706
LICENSES, net of accumulated amortization of $353,556 2,842,746
INVESTMENT IN JOINT VENTURES 342,357
SECURITY DEPOSITS 7,368
PROPERTY, PLANT AND EQUIPMENT, net of accumulated
depreciation of $46,715 464,618
-----------------
$ 14,937,795
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 67,776
-----------------
TOTAL CURRENT LIABILITIES 67,776
NOTE PAYABLE, due July 2007 1,844,672
-----------------
TOTAL LIABILITIES 1,912,448
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares
authorized; 29,595,301 shares issued and outstanding 29,595
Additional paid-in-capital 25,817,717
Unearned compensation (2,188,127)
Accumulated deficit (2,907,648)
Deficit accumulated during the development stage (7,497,901)
Accumulated other comprehensive income (228,289)
-----------------
TOTAL STOCKHOLDERS' EQUITY 13,025,347
-----------------
$ 14,937,795
=================
The accompanying notes are an integral part of these consolidated financial
statements
3
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Consolidated Statements of Operations
Cumulative amount
from
January 1, 1995
Three Months Ended Six Months Ended through
June 30, June 30, June 30, 2006
------------------------------ ------------------------------ --------------------
2006 2005 2006 2005
REVENUES $ 5,600 $ - $ 5,600 $ - $ 5,600
COST OF REVENUES 74,579 - 74,579 - 74,579
-------------- -------------- -------------- -------------- --------------------
GROSS PROFIT (68,979) - (68,979) - (68,979)
EXPENSES
General and administrative 475,517 183,338 642,836 324,604 4,589,311
Mine exploration costs 430,438 81,621 755,688 112,274 989,261
Amortization of deferred compensation 182,718 65,957 337,113 131,914 1,112,665
Amortization and depreciation 39,757 - 144,495 - 321,734
Write-off of investment - - - - 135,723
Gain on sale of investment - - - - (319,641)
Loss from investment in joint ventures 22,756 - 52,912 - 64,912
-------------- -------------- -------------- -------------- --------------------
TOTAL OPERATING EXPENSES 1,151,186 330,916 1,933,044 568,792 6,893,965
-------------- -------------- -------------- -------------- --------------------
OPERATING LOSS (1,220,165) (330,916) (2,002,023) (568,792) (6,962,944)
OTHER INCOME (EXPENSE)
Interest expense (32,365) - (64,730) - (118,672)
Interest Income 80,600 2,407 82,735 5,578 97,513
Miscellaneous other - - - - 110,423
-------------- -------------- -------------- -------------- --------------------
TOTAL OTHER 48,235 2,407 18,005 5,578 89,264
LOSS FROM CONTINUING OPERATIONS (1,171,930) (328,509) (1,984,018) (563,214) (6,873,680)
Discontinued Operations
Loss from discontinued operations - 36,297 - 50,846 386,413
Loss on disposal of discontinued
operations - - - - 237,808
-------------- -------------- -------------- -------------- --------------------
Net Loss Applicable to Common
Shareholders (1,171,930) (364,806) (1,984,018) (614,060) (7,497,901)
Other Comprehensive Loss
Loss from foreign exchange 2,262 - 15,481 - 53,992
-------------- -------------- -------------- -------------- --------------------
Comprehensive Net Loss $ (1,174,192) $ (364,806) $ (1,999,499) $ (614,060) $ (7,551,893)
============== ============== ============== ============== ====================
NET LOSS PER SHARE-BASIC
AND DILUTED $ (0.04) (0.03) $ (0.09) $ (0.05)
============== ============== ============== ==============
WEIGHTED AVERAGE
SHARES OUTSTANDING 28,347,774 13,461,301 23,257,682 13,409,927
============== ============== ============== ==============
The accompanying notes are an integral part of these consolidated financial
statements
4
GLOBAL GOLD CORPORATION
(A Development Stage Enterprise)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative amount
Six months from
ended January 1, 1995
------------------------------------ through
June 30, 2006 June 30, 2005 June 30, 2006
----------------- ----------------- -------------------
OPERATING ACTIVITIES:
Net loss $ (1,984,018) $ (614,060) $ (7,497,901)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of deferred compensation 337,113 131,914 1,112,665
Stock based compensation 21,666 - 21,666
Amortization of licenses 196,692 - 353,557
Depreciation expense 22,382 - 47,083
Equity in loss on joint venture 52,912 - 64,912
Gain on extinguishment of debt - - (110,423)
Gain on sale of investments - - (319,641)
Write-off of investment - - 135,723
Write-off of receivable 15,217 - 15,217
Write-off of inventory 9,169 - 9,169
Loss on disposal of discontinued operations - - 237,808
Non-cash expenses - - 174,500
Changes in assets and liabilities:
Deposits on equipment and contracts (2,027,477) - (1,919,475)
Other current and non current assets (61,023) - 46,979
Accounts payable and accrued expenses (3,277) 40,137 450,999
----------------- ----------------- -------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (3,420,644) (442,009) (7,177,162)
----------------- ----------------- -------------------
INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining interest - - 1,891,155
Proceeds from sale of investment in common stock of
Sterlite Gold - - 246,767
Purchase of equipment (138,659) - (138,659)
Investment in joint ventures - - (260,000)
Investment in mining licenses - 407 (2,892,936)
----------------- ----------------- -------------------
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (138,659) 407 (1,153,673)
----------------- ----------------- -------------------
FINANCING ACTIVITIES:
Net proceeds from private placement offering 12,235,031 - 17,680,104
Repurchase of common stock - - (25,000)
Due to related parties - - (22,218)
Warrants exercised - - 55,750
----------------- ----------------- -------------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 12,235,031 - 17,688,636
----------------- ----------------- -------------------
EFFECT OF EXCHANGE RATE ON CASH (152,665) - (191,176)
----------------- ----------------- -------------------
NET INCREASE/(DECREASE) IN CASH 8,523,063 (441,602) 9,166,625
CASH AND CASH EQUIVALENTS - beginning of period 546,912 1,014,268 11,352
----------------- ----------------- -------------------
CASH AND CASH EQUIVALENTS - end of period $ 9,069,975 $ 572,666 $ 9,177,977
----------------- ----------------- -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ - $ - $ 2,683
================= ================= ===================
Interest paid $ - $ - $ 15,422
================= ================= ===================
Noncash Transactions:
Stock issued for deferred compensation $ 1,983,500 $ 425,000 $ 3,446,000
Stock forfeited for deferred compensation $ - $ - $ (131,708)
Stock issued in exchange for acquisition of mining licenses $ 150,000 $ - $ 150,000
Stock issued in exchange for accounts payable $ - $ - $ 25,000
Stock issued in exchange for services $ 36,000 $ - $ 36,000
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) June 30, 2006
1. BASIS FOR PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
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
June 30, 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, as amended. The results of operations for the six-month period ended
June 30, 2006 are not necessarily indicative of the operating results to be
expected for the full year ended December 31, 2006. The Company operates in a
single segment of activity, namely the acquisition of certain mineral property,
mining rights, and their subsequent development.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Stock Based Compensation - At June 30, 2006, 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 of the underlying common
stock on the date of grant. The following table illustrates the effect on net
loss and earnings per share if the Company had applied the fair value
recognition provisions of SFAS 123 to stock-based employee compensation:
6
For the six months ended
June 30,
--------------------------
2006 2005
------------ ------------
Net loss as reported ................... $(1,984,018) $ (614,060)
Add: Total stock-based compensation
expense determined under fair
value-based method for all
awards, net of related tax effect ..... 21,666 0
------------ ------------
Pro forma net loss ..................... $(2,005,684) $ (614,060)
============ ============
Basic and diluted net loss per share
as reported ........................... $ (0.09) $ (0.06)
============ ============
Basic and diluted pro forma net loss
per share ............................. $ (0.09) $ (0.06)
============ ============
Weighted average shares outstanding 23,257,682 10,214,607
============ ============
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:
Expected Life (Years) ................. 1-3
Interest Rate ......................... 5.0-5.7%
Annual Rate of Dividends .............. 0%
Volatility ............................ 100-145%
2. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors:
Effective May 1, 2006, Global Gold Mining amended the contract of Simon
Cleghorn, the Director of Exploration and Mining. The amended terms increase his
time devoted to 100%, increase his salary to $125,000, and extend the contract
an additional year through July 31, 2009.
On June 15, 2006, the Board of Directors (based on the decision of the
Compensation Committee and without the participation of Messrs. Gallagher and
Krikorian) approved an amendment to the employment agreement of Drury Gallagher
with respect to his employment as Chief Executive Officer of the Company. The
revised employment agreement provides that Mr. Gallagher will resign as Chairman
and Chief Executive Officer and assume the titles of Chairman Emeritus and
Treasurer effective December 31, 2006 and effective June 30, 2006, will receive
an annual base salary of $125,000, representing a 25% increase over his previous
salary and is entitled to receive any bonus as determined in accordance with any
plan approved by the Board of Directors. The amended agreement is for two and a
half years terminating on December 31, 2008.
Pursuant to the revised agreement, Mr. Gallagher was also granted (i) 50,000
shares of restricted stock to vest in four equal installments of 12,500 shares
each on December 30, 2006, June 30, 2007, December 30, 2007 and June 30, 2008
and (ii) 250,000 stock options to purchase Common Stock at $1.70 per share (the
arithmetic mean of the high and low prices of the Company's stock on June 15,
2006), to vest in eight equal installments of 28,125 shares each on September
30, 2006, December 30, 2006, March 30, 2007, June 30 2007, September 30, 2007,
December 30, 2007, March 30, 2008 and June 30, 2008. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive
Plan. The restricted stock and options previously awarded to Mr. Gallagher will
continue to vest pursuant to his original Employment Agreement.
On June 15, 2006, the Board of Directors (based on the decision of the
Compensation Committee and without the participation of Messrs. Gallagher and
Krikorian) also approved an amendment to the employment agreement of Mr. Van
Krikorian with respect to his employment as President and General Counsel of the
Company. The revised Employment Agreement provides that Mr. Krikorian will
receive an annual base salary of $225,000, representing a 25% increase over his
previous salary effective July 1, 2006 and is entitled to receive any bonus as
determined in accordance with any plan approved by the Board of Directors. The
amended Employment Agreement terminates on June 30, 2009.
7
Pursuant to the revised agreement, Mr. Krikorian was also granted 600,000 shares
of restricted stock to vest in three equal installments of 200,000 shares each
on June 30, 2007, June 30, 2008 and June 30, 2009. The restricted stock is
subject to a substantial risk of forfeiture upon termination of his employment
with the Company during the term of the agreement. The restricted stock
previously awarded to Mr. Krikorian will continue to vest pursuant to his
original Employment Agreement, as amended previously.
The Board of Directors also approved an amendment to Mr. Ashot Boghossian's
Employment Agreement with respect to his employment as Regional Director of
Global Gold Mining, LLC. The revised Employment Agreement provides that Mr.
Boghossian will receive the same annual base salary as in his previous agreement
of $72,000 and is entitled to receive any bonus as determined in accordance with
any plan approved by the Board of Directors. The amended Employment Agreement
extends for another three years terminating on June 30, 2009.
Pursuant to the revised agreement, Mr. Boghossian was also granted 225,000
shares of restricted stock to vest in twelve equal installments of 18,750 shares
each on September 30, 2006, December 30, 2006, March 30, 2007, June 30, 2007,
September 30, 2007, December 30, 2007, March 30, 2008, June 30, 2008, September
30, 2008, December 30, 2008, March 30, 2009 and June 30, 2009. The restricted
stock is subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Employment Agreement. The
restricted stock previously awarded to Mr. Boghossian will continue to vest
pursuant to his original employment agreement.
On June 15, 2006, the Board of Directors also approved an amendment of Mr. Jan
Dulman's Employment Agreement with respect to his employment as Controller of
the Company. The revised Employment Agreement provides that Mr. Dulman will
receive an annual base salary of $60,000, representing a $36,000 increase over
his previous salary, effective May 1, 2006. Mr. Dulman's Employment Agreement
terminates on July 31, 2007.
Pursuant to the revised agreement, Mr. Dulman was also granted 62,500 stock
options to purchase Common Stock at $1.70 per share (the arithmetic mean of the
high and low prices of the Company's stock on June 15, 2006), to vest in three
installments as follows: 20,833 shares on June 15th, 2006, 20,833 shares on
November 30, 2006, and 20,834 shares on July 31, 2007. The options are subject
to a substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Employment Agreement and the option grant was
made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan. The
restricted stock previously awarded to Mr. Dulman will continue to vest pursuant
to his original employment agreement.
On June 15, 2006, the Company at the Annual Meeting of Stockholders of the
Company, the following directors were re-elected: Mr. Drury J. Gallagher, Van Z.
Krikorian, Nicholas J. Aynilian, Ian C. Hague and Michael T. Mason and Mr. Hrayr
Agnerian, of Scott Wilson Roscoe Postle Associates, Inc. was elected to his
first term as a Director, effective June 15, 2006.
On June 15, 2006, the Company issued 50,000 shares to Hrayr Agnerian in
conjuction with being elected as a Director at the fair market value of $1.70
per share. Such amount has been reflected as unearned compensation and is being
amortized into compensation expense on a straight-line basis over the term of
the agreement. Compensation expense for the six months ended June 30, 2006 is
$201,601.
The amount of total unearned compensation amortized for the six months ended
June 30, 2006 is $337,113.
8
3. EQUITY TRANSACTIONS
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 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 June 15, 2006, Mr. Gallagher was granted (i) 50,000 shares of restricted
stock to vest in four equal installments of 12,500 shares each on December 30,
2006, June 30, 2007, December 30, 2007 and June 30, 2008 and (ii) 250,000 stock
options to purchase Common Stock at $1.70 per share (the arithmetic mean of the
high and low prices of the Company's stock on June 15, 2006), to vest in eight
equal installments of 28,125 shares each on September 30, 2006, December 30,
2006, March 30, 2007, June 30 2007, September 30, 2007, December 30, 2007, March
30, 2008 and June 30, 2008. The restricted stock and options are subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan.
On June 15, 2006, Mr. Krikorian was granted 600,000 shares of restricted stock
to vest in three equal installments of 200,000 shares each on June 30, 2007,
June 30, 2008 and June 30, 2009. The restricted stock is subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the agreement.
On June 15, 2006, Mr. Boghossian was granted 225,000 shares of restricted stock
to vest in twelve equal installments of 18,750 shares each on September 30,
2006, December 30, 2006, March 30, 2007, June 30, 2007, September 30, 2007,
December 30, 2007, March 30, 2008, June 30, 2008, September 30, 2008, December
30, 2008, March 30, 2009 and June 30, 2009. The restricted stock is subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Employment Agreement.
On June 15, 2006, Mr. Dulman was granted 62,500 stock options to purchase Common
Stock at $1.70 per share (the arithmetic mean of the high and low prices of the
Company's stock on June 15, 2006), to vest in three installments as follows:
20,833 shares on June 15th, 2006, 20,833 shares on November 30, 2006, and 20,834
shares on July 31, 2007. The options are subject to a substantial risk of
forfeiture upon termination of his employment with the Company during the term
of the Employment Agreement and the option grant was made pursuant to the Global
Gold Corporation 2006 Stock Incentive Plan.
On June 15, 2006, the Company issued the 50,000 shares to Hrayr Agnerian, a
newly elected Director at the fair market value of $1.70 per share.
4. AGREEMENTS
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.
9
5. SUBSEQUENT EVENTS -
On July 26, 2006, the Company filed Form 8-K for under Sec 4.02 Non-Reliance on
previously issued financial statements with the Securities and Exchange
Commission. The Form 8-K filing was in response to a comment letter received by
the Company from the Staff relating to certain audited financial statements. The
comment letter requested that the Company mark areas in the previously filed
Form 10-KSB as unaudited. On August 9, 2006, the Company filed the amended Form
10-KSB which indicated and as more fully explained in that filing that certain
financial statements issued by the Company's foreign auditor were issued under
International Auditing Standards rather than PCAOB Standards.
At this time the Company's former auditor, Allen G. Roth, PA is re-auditing the
financial statements for December 31, 2005. The asset value that was originally
audited by the Company's foreign auditor was approximately 14% of total net
assets. Furthermore, although not quantifiable or probable, our auditor for
December 31, 2005 might require the restatement of the December 31, 2005
financial statement due to the certain preliminary conclusions about certain
receivables and prepayments. The Company, presently, does not believe this to be
a correct conclusion.
Any corrections will be made to the Form 10-KSB upon the completion of the
re-audit performed by Allen G. Roth, PA, if necessary. At that juncture,
applicable amendments to Form 10-KSB for December 31, 2005, and Forms 10-QSB for
March 31, 2006 and June 30, 2006, would be made to those reports for the
restatement, if required.
On August 2, 2006 Global Gold Corporation ("GGC") announced that Global Gold
Mining, LLC ("GGM") plans to exercise its option to acquire the remaining forty
nine percent (49%) of the Armenian limited liability company Mego-Gold, LLC,
which is the licensee for the Tukhmanuk mining property and surrounding
exploration sites as well as the owner of the related processing plant and other
assets. According to the August 1, 2005 share purchase agreement, GGM (which is
a wholly owned subsidiary of Global Gold Armenia, LLC which in turn is a wholly
owned subsidiary of GGC) acquired a fifty one percent (51%) interest for one
million five hundred thousand dollars ($1,500,000) and was to pay another two
million dollars ($2,000,000) by August 1, 2007 for the remaining forty nine
percent (49%). As of July 19, 2006, GGM entered into an amendment of the August
1, 2005, share purchase agreement which allows for the acquisition of the
remaining forty nine percent (49%) in exchange for one million dollars
($1,000,000) and five hundred thousand (500,000) restricted shares of GGC's
stock, if GGM elects on or before August 19, 2006. The July 19, 2006 amendment
also contains a contingency allowing the sellers to sell back the 500,000 shares
on or before September 15, 2007 for a payment of $1 million if GGC's stock is
not traded at or above two dollars and fifty cents ($2.50) at any time between
July 1, 2007 and August 31, 2007, all as described in the exhibit referenced
below. The purchase price was allocated to licenses and assets. The operations
of this entity have been reflected in the consolidated financials.
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.
10
RESULTS OF OPERATIONS
SIX-MONTHS ENDED JUNE 30, 2006 AND SIX-MONTHS ENDED JUNE 30, 2005
During the six-month period ended June 30, 2006, the Company's administrative
and other expenses were $642,836 which represented an increase of $318,232 from
$324,604 in the same period last year. The expense increase was primarily
attributable to higher compensation expense of $60,316, legal expenses of
$136,989 and filing fees of $70,000.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2006, the Company's total assets were $14,937,795, of which
$9,069,975 consisted of cash or cash equivalents.
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 began pilot works in May. If plant metallurgy
and ore grades follow as anticipated after full plant commissioning, expected to
be complete in October, revenues are projected to level at approximately
$555,000 per month. Previously, revenues were anticipated to level at
approximately $550,000 per month in July of 2006, but operations have been
adjusted in light of initial results. Surface sampling in the form of trenching,
using heavy earth moving equipment, is currently being carried out to assist in
determining the grade and characteristics of the deposit near surface. The
Company further anticipates this year spending approximately $3,000,000 on
exploration at Tukhmanuk, including completing 11,000 of the 15,000 budgeted
meters of NQ core drilling, 2,500 meters of which have been completed to date.
In addition, the Company is planning to implement its exploration plans at
Hankavan and surrounding areas, including, in 2006, completing 5,000 meters of
the 7,000 meters initially budgeted of exploration drilling.
The Company's Armenian subsidiary, SHA, LLC, (renamed "Global Gold Hankavan,
LLC" as of July 21, 2006) which is the license holder for the Hankavan and
Marjan properties has continued to be the subject of corrupt and improper
demands and threats from the Minister of the Ministry of Environment and Natural
Resources. The Company has reported this situation to the appropriate
authorities in Armenia and in the United States. Although the Minister has taken
the position that the licenses have been terminated, governmental officials have
assured the Company to the contrary and public records confirm the continuing
validity of the licenses. The Company has received independent legal opinions
that all of its licenses are valid and remain in full force and effect,
continues to work at those properties, and has engaged international and local
counsel to pursue prosecution of the illegal and corrupt practices directed
against the subsidiary. The Company is aware that another company has been using
a similar name in the CIS and counsel has received assurances the other company
will cease using the similar name.
11
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.
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.
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 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.
12
On June 15, 2006, Mr. Gallagher was granted (i) 50,000 shares of restricted
stock to vest in four equal installments of 12,500 shares each on December 30,
2006, June 30, 2007, December 30, 2007 and June 30, 2008 and (ii) 250,000 stock
options to purchase Common Stock at $1.70 per share (the arithmetic mean of the
high and low prices of the Company's stock on June 15, 2006), to vest in eight
equal installments of 28,125 shares each on September 30, 2006, December 30,
2006, March 30, 2007, June 30 2007, September 30, 2007, December 30, 2007, March
30, 2008 and June 30, 2008. The restricted stock and options are subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan.
On June 15, 2006, Mr. Krikorian was granted 600,000 shares of restricted stock
to vest in three equal installments of 200,000 shares each on June 30, 2007,
June 30, 2008 and June 30, 2009. The restricted stock is subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the agreement.
On June 15, 2006, Mr. Boghossian was granted 225,000 shares of restricted stock
to vest in twelve equal installments of 18,750 shares each on September 30,
2006, December 30, 2006, March 30, 2007, June 30, 2007, September 30, 2007,
December 30, 2007, March 30, 2008, June 30, 2008, September 30, 2008, December
30, 2008, March 30, 2009 and June 30, 2009. The restricted stock is subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Employment Agreement.
On June 15, 2006, Mr. Dulman was granted 62,500 stock options to purchase Common
Stock at $1.70 per share (the arithmetic mean of the high and low prices of the
Company's stock on June 15, 2006), to vest in three installments as follows:
20,833 shares on June 15th, 2006, 20,833 shares on November 30, 2006, and 20,834
shares on July 31, 2007. The options are subject to a substantial risk of
forfeiture upon termination of his employment with the Company during the term
of the Employment Agreement and the option grant was made pursuant to the Global
Gold Corporation 2006 Stock Incentive Plan.
On June 15, 2006, the Company issued the 50,000 shares to Hrayr Agnerian, a
newly elected Director at the fair market value of $1.70 per share
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
On June 15, 2006, Sherb & Co., LLP (www.sherbcpa.com) was selected as the
company's outside auditor, and the shareholders approved the stock incentive
plan described in the proxy materials. The following directors were re-elected:
Mr. Drury J. Gallagher, Van Z. Krikorian, Nicholas J. Aynilian, Ian C. Hague and
Michael T. Mason and Mr. Hrayr Agnerian, of Scott Wilson Roscoe Postle
Associates, Inc. was elected to his first term as a Director
13
Item 5. Other Information.
None
Item 6. Exhibits.
The following documents are filed as part of this report:
(a) Unaudited Condensed Financial Statements of the Company, including Balance
Sheet as of June 30, 2006; Statements of Operations and Statements of Cash Flows
for the three-months and six months ended June 30, 2006 and June 30, 2005, and
for the development stage period from January 1, 1995 through June 30, 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
(b) Reports on Form 8-K filed during the quarter ended June 30, 2006
Current Reports on Form 8-K, filed with the Securities and Exchange Commission
on July 23, 2006, under Item 4.02 of Form 8K and on August 3, 2006 under Items
1.01, 8.01, and 9.01 of Form 8K. Also, on August 10, 2006, on Form 10KSB/A.
14
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
August 14, 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 June 30, 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: August 14, 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 June 30, 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: August 14, 2006 /s/ Lester S. Caesar
-----------------------
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 June 30, 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: August 14, 2006
By: /s/ Drury J. Gallagher
-------------------------
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 June 30, 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: August 14, 2006
By: /s/ Lester S. Caesar
-----------------------
Lester S. Caesar
Chief Financial Officer