Third Quarter Report 10QSB
September 30, 2006
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0001172665-06-000404
10QSB
10
20060930
20061113
20061113
GLOBAL GOLD CORP
0000319671
1040
133025550
DE
1130
10QSB
34
002-69494
061208130
734 FRANKLIN ST
SUITE 393
GARDEN CITY
NY
11530
5167738975
TRIAD ENERGY CORP /NY/
19951120
10QSB
1
form10qsb.txt
QUARTERLY FILING
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 September 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 November 10, 2006 there were 30,255,301 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 September 30, 2006 .................3
Consolidated Statements of Operations for the three months and
nine months ended September 30, 2006 and September 30, 2005
and for the development stage period from January 1, 1995
(inception) through September 30, 2006 ..............................4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2006 and September 30, 2005 and for the
development stage period from January 1, 1995 (inception)
through September 30, 2006 ..........................................5
Notes to Consolidated Financial Statements (Unaudited) ..............6
Item 2. Management's Discussion and Analysis or Plan of Operation ..........11
Item 3. Controls and Procedures ............................................13
PART II OTHER INFORMATION
Item 1. Legal Proceedings ..................................................13
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds..........13
Item 3 Defaults Upon Senior Securities ....................................14
Item 4 Submission of Matters to a Vote of Security Holders ................14
Item 5 Other Information ..................................................14
Item 6. Exhibits............................................................14
SIGNATURES
CERTIFICATIONS
PART I - FINANCIAL INFORMATION
RPORATION
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
September 30, 2006
ASSETS
CURRENT ASSETS:
Cash $ 6,530,078
Inventories 36,980
Accounts Receivable 5,600
Tax Refunds Receivable 263,279
Deposits on equipment and contracts 2,326,684
Prepaid expenses 11,806
Other Current Assets 45,568
---------------
TOTAL CURRENT ASSETS 9,219,995
LICENSES, net of accumulated amortization
of $455,027 3,063,909
INVESTMENT IN JOINT VENTURES 315,730
SECURITY DEPOSITS 7,368
PROPERTY, PLANT AND EQUIPMENT, net of accumulated
depreciation of $109,653 652,824
---------------
$ 13,259,826
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 10,024
---------------
TOTAL CURRENT LIABILITIES 10,024
COMMON STOCK ISSUED SUBJECT TO PUT (500,000
shares issued) 800,000
---------------
TOTAL LIABILITIES 810,024
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares
authorized; 30,255,301 shares issued and
outstanding 29,755
Additional paid-in-capital 26,060,683
Unearned compensation (2,067,083)
Accumulated deficit (2,907,648)
Deficit accumulated during the development stage (8,929,717)
Accumulated other comprehensive income 263,812
---------------
TOTAL STOCKHOLDERS' EQUITY 12,449,802
---------------
$ 13,259,826
===============
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 Nine Months Ended through
September 30, September 30, September 30, 2006
----------------------------- ---------------------------- -------------------
2006 2005 2006 2005
REVENUES $ - $ - $ 5,600 $ - $ 5,600
COST OF REVENUES - - 74,579 - 74,579
------------- ------------- ------------- ------------- -------------------
GROSS PROFIT - - (68,979) - (68,979)
EXPENSES
General and administrative 583,233 277,598 1,563,182 734,116 5,509,657
Mine exploration costs 884,737 253,011 1,640,425 365,285 1,873,998
Amortization and depreciation 183,652 - 328,147 - 505,386
------------- ------------- ------------- ------------- -------------------
TOTAL OPERATING EXPENSES 1,651,622 530,609 3,531,754 1,099,401 7,889,041
------------- ------------- ------------- ------------- -------------------
OPERATING LOSS (1,651,622) (530,609) (3,600,733) (1,099,401) (7,958,020)
OTHER INCOME (EXPENSE)
Interest expense (10,788) - (75,518) - (129,460)
Interest income 79,127 3,654 161,862 9,232 176,640
Write-off of investment - - - - 135,723
Gain on sale of investment - - - - (319,641)
Gain on early extinguishment of debt 129,460 - 129,460 - 129,460
Gain/(Loss) from investment in joint
ventures 22,007 - (30,905) - (42,905)
Miscellaneous other - - - - 110,423
------------- ------------- ------------- ------------- -------------------
TOTAL OTHER 219,806 3,654 184,899 9,232 60,240
LOSS FROM CONTINUING OPERATIONS (1,431,816) (526,955) (3,415,834) (1,090,169) (7,897,780)
Discontinued Operations
Loss from discontinued operations - 91,329 - 142,175 386,413
Loss on disposal of discontinued
operations - - - - 237,808
------------- ------------- ------------- ------------- -------------------
Net Loss Applicable to Common Shareholders (1,431,816) (618,284) (3,415,834) (1,232,344) (8,929,717)
Other Comprehensive Loss
Loss from foreign exchange 25,599 - 41,080 - 79,591
------------- ------------- ------------- ------------- -------------------
Comprehensive Net Loss $ (1,457,415) $ (618,284) $ (3,456,914) $ (1,232,344) $ (9,009,308)
============= ============= ============= ============= ===================
NET LOSS PER SHARE-BASIC
AND DILUTED $ (0.05) $ (0.04) $ (0.13) $ (0.09)
============= ============= ============= =============
WEIGHTED AVERAGE
SHARES OUTSTANDING 29,949,214 16,219,018 25,512,704 14,356,393
============= ============= ============= =============
The accompanying notes are an integral part of these consolidated
financial statements
4
GLOBAL GOLD CORPORATION
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative amount
from
Nine months ended January 1, 1995
------------------------------------- through
September 30, September 30, September 30,
2006 2005 2006
----------------- ----------------- -----------------
OPERATING ACTIVITIES:
Net loss $ (3,415,834) $ (1,232,344) $ (8,929,717)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of deferred compensation 663,157 207,315 1,438,709
Stock based compensation 59,792 - 59,792
Amortization of licenses 373,680 21,577 530,545
Depreciation expense 104,564 - 129,265
Equity in loss on joint venture 30,905 - 42,905
Gain on extinguishment of debt (129,460) - (239,883)
Gain on sale of investments - - (319,641)
Write-off of investment - - 135,723
Loss on disposal of discontinued operations - - 237,808
Non-cash expenses - - 174,500
Changes in assets and liabilities:
Deposits on equipment and contracts (2,326,684) - (2,326,684)
Other current and non current assets (220,849) - (112,847)
Accounts payable and accrued expenses (303,634) 11,906 150,642
-------------- ------------- --------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (5,164,363) (991,546) (9,028,883)
-------------- ------------- --------------
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 (389,825) - (389,825)
Investment in joint ventures - - (260,000)
Investment in mining licenses (1,000,000) (1,499,593) (3,892,936)
-------------- ------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (1,389,825) (1,499,593) (2,404,839)
-------------- ------------- --------------
FINANCING ACTIVITIES:
Net proceeds from private placement offering 12,235,031 3,000,000 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 3,000,000 17,688,636
-------------- ------------- --------------
EFFECT OF EXCHANGE RATE ON CASH 302,323 - 263,812
-------------- ------------- --------------
NET INCREASE IN CASH 5,983,166 508,861 6,518,726
CASH AND CASH EQUIVALENTS - beginning of period 546,912 1,014,268 11,352
-------------- ------------- --------------
CASH AND CASH EQUIVALENTS - end of period $ 6,530,078 $ 1,523,129 $ 6,530,078
-------------- ------------- --------------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ - $ - $ 2,683
============== ============= ==============
Interest paid $ - $ - $ 15,422
============== ============= ==============
Noncash Transactions:
Stock issued for deferred compensation $ 2,233,500 $ 555,000 $ 3,696,000
Stock forfeited for deferred compensation $ (45,000) $ - $ (176,708)
Stock issued in exchange for acquisition of mining licenses $ 1,150,000 $ - $ 1,150,000
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) September 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
September 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 nine-month period ended
September 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.
Cash and Cash Equivalents - Cash and cash equivalents consist of all cash
balances and highly liquid investments with a remaining maturity of three months
or less when purchased and are carried at fair value.
Fair Value of Financial Instruments - The Company's financial instruments
includes cash, receivables, and accounts payable. The Company believes that the
carrying amounts of these accounts are reasonable estimates of their fair value
because of the short-term nature of such instruments.
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.
Inventory - Inventory consists of the following:
For the nine For the nine
months ended months ended
September 30, September 30,
2006 2005
---- ----
In-process ............................. $ 3,952 $ 0
Materials, supplies and other .......... 33,028 8,511
----------- -----------
Total Inventory......................... $ 36,980 $ 8,511
=========== ===========
6
Stock Based Compensation - On March 1, 2006, the Company adopted Statement of
Financial Accounting Standards (SFAS) 123R, Share-Based Payment, under the
modified prospective method. As the Company had previously accounted for
stock-based compensation plans under the fair value provisions of SFAS 123. The
adoption of SFAS 123 did not significantly impact the Company's financial
position or results of operations. Under SFAS 123R, actual tax benefits
recognized in excess of tax benefits previously established upon grant are
reported as a financing cash inflow. Prior to adoption, such excess tax benefits
were reported as an increase to operating cash flows.
During the transition period of the Company's adoption of SFAS 123R, the
weighted-average fair value of options has been estimated on the date of grant
using the Black-Scholes options-pricing model with the following
weighted-average assumptions used:
Expected Life (Years) ................. 1-3
Interest Rate ......................... 5.0-5.7%
Annual Rate of Dividends .............. 0%
Volatility ............................ 100-145%
For the nine months ended September 30, 2006, net income and earnings per share
reflect the actual deduction for stock-based compensation expense. The total
stock-based compensation expense for the nine months ended September 30, 2006
was $167,947. The expense for stock-based compensation is a non-cash expense
item.
Under the requirements of FAS 123R, the Company is not required to restate prior
period earnings, however, the Company is required to supplement its financial
statements with additional pro forma disclosures. Had compensation cost for the
Company's stock option plan been determined based on the fair value at the date
of grant, the Company's net income and basic and diluted earnings per share
would have remained the same as the pro forma amounts for the periods as
indicated below.
For the nine For the nine
months ended months ended
September 30, September 30,
2006 2005
---- ----
Net loss as reported ................... $(1,232,344) $ (618,284)
Deduct: Total stock-based compensation
expense determined under fair
value-based method for all
awards, net of related tax effect ..... - -
----------- -----------
Pro forma net loss ..................... $(1,232,344) $ (618,284)
=========== ===========
Basic and diluted net loss per share
as reported ........................... $ (0.09) $ (0.04)
=========== ===========
Basic and diluted pro forma net loss
per share ............................. $ (0.09) $ (0.04)
=========== ===========
Weighted average shares outstanding 14,356,393 16,219,018
=========== ===========
Principles of Consolidation - Our consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America, and include our accounts, our wholly owned
subsidiaries' accounts and a proportionate share of the accounts of the joint
ventures in which we participate. All significant intercompany balances and
transactions have been eliminated in consolidation.
7
Income Taxes - The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No.
109"). SFAS No. 109 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. SFAS No.
109 additionally requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets. At September 30, 2006, the
Company had net deferred tax assets of $9,000,000. The Company has provided a
valuation allowance, which increased during 2006 by $550,000, against the full
amount of its deferred tax asset, since the likelihood of realization cannot be
determined.
The following table illustrates the source and status of the Company's major
deferred tax assets as of September 30, 2006.
Net operating loss carryforward .............. $ 9,000,000
Valuation allowance .......................... (9,000,000)
---------
Net deferred tax asset recorded .............. $ -
=========
The provision for income taxes for year ended September 30, 2006 and 2005
differs from the amount computed by applying the statutory federal income tax
rate to income before income taxes as follows:
Through September 30,
2006 2005
--------- --------
Income tax benefit computed at statutory rate $1,440,000 $ 700,000
Increase in valuation allowance ............. 1,440,000 700,000
--------- --------
Provision for income taxes .................. $ - $ -
========= ========
8
The Company had net operating loss carry forwards for tax purposes of
approximately $9,000,000 at September 30, 2006 expiring at various dates from
2012 to 2026. A significant portion of these carry forwards are subject to
limitations on annual utilization due to "equity structure shifts" or "owner
shifts" involving "5 percent stockholders" (as defined in the Internal Revenue
Code of 1986, as amended), which resulted in more than a 50 percent change in
ownership.
2. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors:
On September 18, 2006, the Company entered an employment agreement with Michael
T. Mason, designating him as the Company's Chief Operating Officer. The
employment agreement provides that Mr. Mason will receive an annual base salary
of $150,000, and is entitled to receive any bonus as determined in accordance
with any plan approved by the Board of Directors. Mr. Mason resigned from the
Board of Directors effective September 18, 2006. The employment agreement is for
an initial term of two years and twelve days, terminating on September 30, 2008.
Pursuant to the employment agreement, Mr. Mason was also granted (i) 200,000
shares of restricted common stock to vest in four equal installments of 50,000
shares on March 18, 2007, September 18, 2007, March 18, 2008, and September 18,
2008 and (ii) options to purchase 200,000 shares of Common Stock at $1.25 per
share (the arithmetic mean of the high and low prices of the Company's stock on
September 18, 2006), to vest in two equal installments of 100,000 shares on
September 18, 2006, September 18, 2007. 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 September 30, 2006, the resignation of Mr. Simon Cleghorn as the Director of
Mining and Exploration and his assumption of a more limited role as "Senior
Geologist" in Armenia of the Company's subsidiary, Global Gold Mining, LLC was
effective. In connection with this transition and pursuant to the applicable
restricted stock awards from the Company, a total of 40,000 shares previously
granted to Mr. Cleghorn did not vest and have reverted back to the Company.
Cash compensation expense for the nine months ended September 30, 2006 is
$460,892.
The amount of unearned compensation amortized for the nine months ended
September 30, 2006 is $663,157.
3. EQUITY TRANSACTIONS - COMMON STOCK ISSUED SUBJECT TO PUT
On August 2, 2006 the Company announced that Global Gold Mining, LLC ("GGM")
exercised 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 in exchange for one million
dollars ($1,000,000) and five hundred thousand (500,000) restricted shares of
the Company's common stock with 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 the Company'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. On September 12,
2006, GGM loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan
("Maker"), one of the sellers of Mego-Gold LLC, a citizen of the Republic of
Armenia, as evidenced by a convertible promissory note payable to GGM, in lawful
money of the United States of America, with interest in arrears on the unpaid
principal balance at an annual rate equal to ten percent (10%). At any time
following September 18, 2006, the Company, at its sole option, shall have the
right to convert all of Maker's debt from the date of the Note to the date of
conversion into shares of common stock of the Company at the conversion price of
$1.50 per share with all of such shares as security for all obligations. Maker
pledged two hundred fifty five thousand (255,000) shares of the Company's common
stock as security for his obligations thereunder.
9
On September 18, 2006, Mr. Mason was granted (i) 200,000 shares of restricted
common stock to vest in four equal installments of 50,000 shares each on March
18, 2007, September 18, 2007, March 18, 2008, and September 18, 2008 and (ii)
options to purchase 200,000 shares of Common Stock at $1.25 per share (the
arithmetic mean of the high and low prices of the Company's stock on September
18, 2006), to vest in two equal installments of 100,000 shares each on September
18, 2006, September 18, 2007. 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 September 30, 2006, the resignation of Mr. Simon Cleghorn as the Director of
Mining and Exploration and his assumption of a more limited role as "Senior
Geologist" in Armenia of the Company's subsidiary, Global Gold Mining, LLC was
effective. In connection with this transition and pursuant to the applicable
restricted stock awards from the Company, a total of 40,000 shares previously
granted to Mr. Cleghorn did not vest and have reverted back to the Company.
4. AGREEMENTS
On August 2, 2006 the Company announced that GGM exercised 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 the Company) 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 the Company'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 Global Gold Corporation 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. On September 12, 2006, GGM loaned two hundred thousand dollars
($200,000) to Karapet Khachatryan ("Maker"), one of the sellers of Mego-Gold
LLC, a citizen of the Republic of Armenia, as evidenced by a convertible
promissory note payable to GGM, in lawful money of the United States of America,
with interest in arrears on the unpaid principal balance at an annual rate equal
to ten percent (10%). At any time following September 18, 2006, the Company, at
its sole option, shall have the right to convert all of Maker's debt from the
date of the Note to the date of conversion into shares of common stock of the
Company at the conversion price of $1.50 per share with all of such shares as
security for all obligations. Maker pledged two hundred fifty five thousand
(255,000) shares of the Company's common stock as security for his obligations
thereunder.
As of August 18, 2006, GGM and Caucasus Resources Pty Ltd ("CR") (which is
subsidiary of and Iberian Resources Limited ("Iberian")) have terminated the
Marjan Mining Company Joint Venture Agreement entered into as of October 28,
2005. As a result of the termination agreement, the two companies will have no
further obligations toward one another with respect to the Marjan mining
property. The Marjan mining property is located in Southwestern Armenia, along
the Nakichevan border. GGM will continue to develop the Marjan property, and
Iberian is focusing its activities in Armenia into bringing the Litchkvadz
project (which is a separate 80-20 joint venture with GGM) into production.
10
5. NEW ACCOUNTING PRONOUNCEMENTS
In September 2005, the FASB issued FASB Statement No. 157. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practices. This Statement is effective for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.
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. The provision of Section 27A
of the Securities Act of 1933 and Section 21 of the Securities and Exchange Act
of 1934 shall apply to any forward looking information in this Form 10-QSB.
RESULTS OF OPERATIONS
NINE-MONTHS ENDED SEPTEMBER 30, 2006 AND NINE-MONTHS ENDED SEPTEMBER 30, 2005
During the nine-month period ended September 30, 2006, the Company's
administrative and other expenses were $1,563,182 which represented an increase
of $829,066 from $734,116 in the same period last year. The expense increase was
primarily attributable to higher compensation expense of $526,332 and legal
expenses of $225,228.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2006, the Company's total assets were $13,259,826, of which
$6,530,078 consisted of cash or cash equivalents.
The Company's plan of operation for at least the twelve months ending September
30, 2007:
(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, Marjan, Hankavan, and surrounding
properties in the North Central Belt of Armenia as well as joint venture
interests held with Iberian Resources in the 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.
11
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. On October 2, 2006, Vendanta
Resourcs Plc announced that its tender to take control of Sterlite Gold Ltd. was
successful which makes it a successor to the twenty percent obligation of
Sterlite Gold Ltd.
The Company anticipated increased production at Tukhmanuk in September 2006.
Operational factors delayed the increase in production until the end of October
2006. Currently, the Company's mining is operating at a rate of approximately
750 mt per day on a 24 hours operating basis while milling is operating at a
rate of approximately 400 mt per day on a 24 hours operating basis. The present
mine plan is expected to produce 20,250 mt of broken ore per month on a 27 days
per month schedule that will generate approximately 1,016 troy ounces of gold in
the form of final concentrates having an estimated contained value of $550,000
per month with an approximate operating cost of $200,000 per month. The Company
further anticipates that it will exceed the previously revised 11,000 meter
target for exploration and development drilling at Tukhmanuk though as the
region moves into the winter season, final figures will be largely weather
dependent.
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 at Hankavan and Marjan 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. In addition, on November 7,
2006, the Company initiated the thirty day good faith negotiating period (which
is a prerequisite to filing for international arbitration under the 2003 SHA,
LLC share purchase agreement) with the three named shareholders and one
previously undisclosed principal. The Ministry of Environment has also sent a
notice to terminate GGM's license at Getik. GGM continues to work at this
property and will oppose any attempt to terminate this license. In addition, GGM
has put the sellers of the license on notice that termination by the Ministry
would be a breach under the January 2006 acquisition agreement.
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 and that company is now in the process of changing its name.
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. There can be no assurance that any of
the foregoing warrants will be exercised or the timing of any exercise.
12
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. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 2, 2006 the Company announced that Global Gold Mining, LLC ("GGM")
exercised 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 in exchange for one million
dollars ($1,000,000) and five hundred thousand (500,000) shares of the Company's
restricted common stock. This sale of securities was exempt from registration
pursuant to Regulation S promulgated under the Securities Act of 1933, based
upon representations of the sellers.
On September 18, 2006, Mr. Mason was granted (i) 200,000 shares of restricted
common stock to vest in four equal installments of 50,000 shares on March 18,
2007, September 18, 2007, March 18, 2008, and September 18, 2008 and (ii)
options to purchase 200,000 shares of Common Stock at $1.25 per share (the
arithmetic mean of the high and low prices of the Company's stock on September
18, 2006), to vest in two equal installments of 100,000 shares on September 18,
2006, September 18, 2007. The restricted common 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. These issuances of
securities were exempt under Rule 701 promulgated in the Securities Act of 1933.
13
On September 30, 2006, the resignation of Mr. Simon Cleghorn as the Director of
Mining and Exploration and his assumption of a more limited role as "Senior
Geologist" in Armenia of the Company's subsidiary, Global Gold Mining, LLC was
effective. In connection with this transition and pursuant to the applicable
restricted stock awards from the Company, a total of 40,000 shares of common
stock previously granted to Mr. Cleghorn did not vest and have reverted back to
the Company.
Item 3. Defaults Upon Senior Securities.
None
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:
Unaudited Condensed Financial Statements of the Company, including Balance Sheet
as of September 30, 2006; Statements of Operations for the three-months and nine
months ended September 30, 2006 and September 30, 2005, and for the development
stage period from January 1, 1995 through September 30, 2006, and Statements of
Cash Flows for the nine months ended September 30, 2006 and September 30, 2005,
and for the development stage period from January 1, 1995 through September 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 Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Chief Executive Officer pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 10.1 June 15, 2006 Amendment to Employment Agreement of Drury
Gallagher as reported on June 21, 2006 of Form 8K but not
attached to Form 10QSB for period ended June 30, 2006.
Exhibit 10.2 June 15, 2006 Amendment to Employment Agreement of Van Krikorian
as reported on June 21, 2006 of Form 8K but not attached to Form
10QSB for period ended June 30, 2006.
Exhibit 10.3 June 15, 2006 Amendment to Employment Agreement of Ashot
Boghossian as reported on June 21, 2006 of Form 8K but not
attached to Form 10QSB for period ended June 30, 2006.
Exhibit 10.4 May 1, 2006 Amendment to Employment Agreement of Jan Dulman as
reported on June 21, 2006 of Form 8K but not attached to Form
10QSB for period ended June 30, 2006.
Exhibit 10.5 September 18, 2006 Employment Agreement of Michael Mason as
reported on September 18, 2006 on Form 8K.
(b) Reports on Form 8-K filed during the quarter ended September 30, 2006
Current Reports on Form 8-K, filed with the Securities and Exchange Commission
on July 20, 2006, under Item 4.02 of Form 8K, on August 2, 2006 under Items 1.01
and 2.01 of Form 8K, on August 15, 2006 under Item 4.02 of Form 8K/A, on August
16, 2006 under Items 1.01 and 2.01 of Form 8K, on September 18, 2006 on Form 8K
and on October 3, 2006 under Item 3.02 of Form 8K. Also, on August 10, 2006, on
Form 10KSB/A and on September 8, 2006 on Form 10KSB/A.
SIGNATURES
14
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
November 10, 2006 -----------------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and
Treasurer
EX-10.1
2
ex101.txt
EMPLOYMENT AGREEMENT
6/26/06
FIRST AMENDMENT TO
FEBRUARY 1, 2003
GLOBAL GOLD CORPORATION - DRURY J. GALLAGHER
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDMENT, dated as of the 15th day of June, 2006, between
Global Gold Corporation, a Delaware corporation (the "Corporation"), and Drury
J. Gallagher (the "Employee") to the Amended and Restated Employment Agreement,
dated as of February 1, 2003 (the "Agreement"), between the parties;
W I T N E S S E T H T H A T:
WHEREAS, the Employee currently serves as Chairman and Chief
Executive Officer and the Corporation needs the continued active service of the
Employee in light of the Corporation's expanding efforts to obtain and exploit
mining projects and increased financial, reporting, and business development
obligations;
WHEREAS, the Corporation and the Employee desire to enter into
an amendment of the Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENT OF DUTIES. Employee shall continue his current duties as Chairman
and Chief Executive Officer until December 31, 2006 and effective January 1,
2007, Employee's employment shall continue as Treasurer and Chairman Emeritus
and the first sentence of Section 1 of the Agreement is hereby amended to read
as follows:
The Corporation hereby employs the Employee, and the Employee
hereby accepts and agrees to such employment, as Chairman and
Chief Executive Officer until December 31, 2006 and thereafter
as Treasurer and Chairman Emeritus, in such capacities, to be
responsible for overseeing, supervising and participating in
the day-to-day activities of the Corporation until December
31, 2006 and thereafter to supervise the treasury functions of
the Corporation and such other duties assigned by the Board of
Directors.
2. EXTENSION OF INITIAL TERM. The initial term of the Agreement is hereby
further extended for two years and Section 2 of the Agreement is hereby amended
to read as follows:
"TERM. The term of this Agreement shall commence on July 1,
2002 and end on June 30, 2008, and shall be automatically
renewed for consecutive one-year periods thereafter unless (a)
terminated on the anniversary of June 30 by either party on
120 days written notice or (b) sooner terminated as otherwise
provided herein."
3. COMPENSATION. The Corporation increases the annual sum payable to the
Employee as base compensation salary under the Agreement to $125,000 effective
as of June 30, 2006. In addition, Employee is awarded as additional base
compensation a Restricted Stock Award of 50,000 shares, vesting 25% on each
December 31 and June 30 commencing December 31, 2006 and pursuant to the terms
set forth in the Restricted Stock Award attached to this Amendment. Section 3(a)
of the Agreement is hereby amended to read as follows:
"Base Compensation. In consideration for the services rendered
by the Employee under this Agreement, the Corporation shall
transfer and deliver to the Employee as base compensation for
the initial term of this Agreement a total of 900,000 and
50,000 shares of its common stock pursuant to the terms of the
Restricted Stock Awards attached hereto as Exhibit A and the
Amendment hereof, dated June 15, 2006, and set forth in the
Awards (the "Restricted Stock Award") delivered to the
Employee. In addition to foregoing, the Corporation shall pay
to the Employee, as base compensation, the sum of $100,000 for
each 12-month period commencing on and after February 1, 2003
during the term of this Agreement until June 30, 2005, when
such annual salary shall be $125,000 until December 31, 2008,
payable in equal monthly installments on the 30th day of each
month."
4. GRANT OF OPTIONS. The Employee has been granted options to purchase 250,000
shares of the Corporation's Common Stock, par value $.001 per share, pursuant to
the Stock Option Agreement attached hereto as Exhibit B. 5. CHANGE OF CONTROL.
(a) Section 3(d)(ii)(B)(1)(a)(ii) of the Agreement and Section 12(a)(i) of the
Restricted Stock Award, dated February 1, 2003 and hereby amended to read as
follows:
"(a)(i) thirty-five percent (35%) or more of the
outstanding voting stock of the Corporation has been
acquired by any person (as defined by Section 3 (a) (9) of
the Securities Exchange Act of 1934, as amended) other
than directly from the Company; (ii) a merger or
equivalent combination involving the Corporation after
which 49% or more of the voting stock of the surviving
corporation is held by persons other than former
shareholders of the Company; (iii) twenty percent (20%) or
more of the members of the Board of Directors elected by
shareholders are persons who were not nominated in the
then most recent proxy statement of the Corporation; or
(iv) the Corporation sells or disposes of all or
substantially all of its assets."
(b) Section 3(d)(ii)(B)(1)(a)(ii) is amended by deletion of
the name "Robert A. Garrison," and insertion of the name "Firebird Global Master
Fund, Ltd.." and deletion of the phrase beginning with ", except that" and
ending with "transaction or otherwise."
6. AMENDMENT TO RESTRICTED STOCK AWARD. In addition, the parties agree that
Shares awarded under each of the Awards to the Employee shall immediately vest
if a Change in Control occurs.
7. NOTICES. Section 12(a) of the Agreement is hereby amended to substitute the
Corporation's current address and facsimile number for that of Mr. Garrison and
the substitution of the word "President" for "Robert A. Garrison" and deletion
of the requirement of a copy to counsel.
8. SURVIVAL OF AGREEMENT. This Amendment is limited as specified above and shall
not constitute a modification or waiver of any other provision of the Agreement
except as required by terms agreed here. Except as specifically amended by this
Amendment, the Agreement terms shall remain in full force and effect and all of
its terms are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
GLOBAL GOLD CORPORATION
By ____________________________________ __________________________________
Van Z. Krikorian, President Drury J. Gallagher
EX-10.2
3
ex102.txt
EMPLOYMENT AGREEMENT
6/26/06
SECOND AMENDMENT TO
FEBRUARY 1, 2005
GLOBAL GOLD CORPORATION - VAN Z. KRIKORIAN
EMPLOYMENT AGREEMENT
AMENDMENT, dated as of the 15th day of June, 2006, between
Global Gold Corporation, a Delaware corporation (the "Corporation"), and Van Z.
Krikorian (the "Employee"), to the Employment Agreement, dated as of February 1,
2003 (the "Agreement"), amended as of January 1, 2005, between the parties;
W I T N E S S E T H T H A T:
WHEREAS, the Employee currently serves as President and
General Counsel and the Corporation needs the continued active service of the
Employee in light of the Corporation's expanding efforts to obtain and operate
mining projects and increased financial, reporting, and business development
obligations and in light of other considerations;
WHEREAS, the Corporation and the Employee desire to enter into
an amendment of the Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. EXTENSION OF TERM. The term of the Agreement is hereby further extended until
June 30, 2009 and Section 2 of the Agreement is hereby amended to read as
follows:
"TERM. The term of this Agreement shall commence on June 1,
2003 (or such other date as mutually agreed by the parties)
and end on June 30, 2009, and shall be automatically renewed
for consecutive one-year periods thereafter unless (a)
terminated on the anniversary of June 30 by either party on
120 days written notice or (b) sooner terminated as otherwise
provided herein."
2. COMPENSATION. The Corporation increases the annual sum payable to the
Employee as base compensation salary under the Agreement to $225,000 effective
as of June 30, 2006. In addition, Employee is awarded as additional base
compensation a Restricted Stock Award of 600,000 shares vesting 1/3 on each
anniversary of June 30, 2006 and pursuant to the terms set forth in the
Restricted Stock Award attached to this Amendment. Section 3(a) of the Agreement
is hereby amended to read as follows:
"Base Compensation. In consideration for the services rendered
by the Employee under this Agreement, the Corporation shall
transfer and deliver to the Employee as base compensation for
the term of this Agreement a total of 900,000, 600,000 and
600,000 shares of its common stock pursuant to the terms of
the Restricted Stock Awards attached hereto as Exhibit A, the
First Amendment, dated as of January 1, 2005 and the Second
Amendment, dated as of June 15, 2006 and as set forth in such
Awards (the "Restricted Stock Awards") delivered to the
Employee. In addition to foregoing, the Corporation shall pay
to the Employee, as base compensation, the sum of $100,000 for
each 12-month period commencing on and after June 1, 2003
during the term of this Agreement until January 1, 2005, when
such annual salary shall be $180,000 until June 30, 2006 when
such annual salary shall be $225,000, payable in equal monthly
installments on the 30th day of each month."
3. CHANGE OF CONTROL. (a) Section 3(d)(i) of the Agreement is hereby amended by
(i) inserting immediately following the phrase "(as defined herein) "or during
the 180 day period following a Change of Control a material diminution in the
status of Employee's responsibilities from those in effect on the date of the
Amendment inserting this phrase, divestiture or dissolution of Employee's unit
or a portion thereof or a change in the Corporation, which would materially
adversely effect the nature or status of Employee's job responsibilities, which
Employee gives notice of to the Corporation within such period", (ii) insertion
of "after termination of employment hereunder or the giving of the notice
provided for above, whichever occurs earlier" following the phrase "30 days
after" and (iii) deletion of the phrase "the occurrence of a Change in control."
(b) Section 3(d)(ii)(B)(1)(a)(ii)of the Agreement is hereby
amended to read as follows:
"(a)(i) thirty-five percent (35%) or more of the
outstanding voting stock of the Corporation all of which
has been acquired by any person (as defined by Section 3
(a) (9) of the Securities Exchange Act of 1934, as
amended) other than directly from the Company; (ii) a
merger or equivalent combination involving the Corporation
after which 49% or more of the voting stock of the
surviving corporation is held by persons other than former
shareholders of the Company; (iii) twenty percent (20%) or
more of the members of the Board of Directors elected by
shareholders are persons who were not nominated in the
then most recent proxy statement of the Corporation; or
(iv) the Corporation sells or disposes of all or
substantially all of its assets."
(c) Section 3(d)(ii)(B)(1)(a)(ii) is amended by deletion of
the name "Robert A. Garrison," and insertion of the name "Firebird Global Master
Fund, Ltd.." and deletion of the phrase beginning with ", except that" and
ending with "transaction or otherwise."
4. AMENDMENT TO RESTRICTED STOCK AWARD. In addition, the parties agree that
Shares awarded under each of the Awards to the Employee shall immediately vest
if a Change in Control occurs without further action by either party.
5. NOTICES. Section 12(a) of the Agreement is hereby amended to substitute the
Corporation's current address and facsimile number for that of Mr. Garrison and
the substitution of the word "Chairman" for "Robert A. Garrison" and deletion of
the requirement of a copy to counsel.
6. SURVIVAL OF AGREEMENT. This Amendment is limited as specified above and shall
not constitute a modification or waiver of any other provision of the Agreement
except as required by terms agreed here. Except as specifically amended by this
Amendment, the Agreement terms shall remain in full force and effect and all of
its terms are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
GLOBAL GOLD CORPORATION
By ___________________________________________
Drury J. Gallagher, Chairman and CEOVan Z. Krikorian
EX-10.3
4
ex103.txt
EMPLOYMENT AGREEMENT
6/28/06
SECOND AMENDMENT TO
AUGUST 1, 2003
GLOBAL GOLD CORPORATION - ASHOT BOGHOSSIAN
EMPLOYMENT AGREEMENT
AMENDMENT, dated as of the 15th day of June, 2006, between
Global Gold Mining, LLC, a Delaware limited liability company (the
"Corporation"), and Ashot Boghossian (the "Employee"), to the Employment
Agreement, dated as of August 1, 2003 (the "Agreement"), amended as of January
1, 2006, between the parties;
W I T N E S S E T H T H A T:
WHEREAS, the Employee currently serves as Director and
Regional Manager and the Corporation needs the continued active service of the
Employee in light of the Corporation's expanding efforts to obtain and operate
mining projects and increased financial, reporting, and business development
obligations and in light of other considerations;
WHEREAS, the Corporation and the Employee desire to enter into
an amendment of the Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. EXTENSION OF TERM. The term of the Agreement is hereby further extended until
June 30, 2009 and Section 2 of the Agreement is hereby amended to read as
follows:
"TERM. The term of this Agreement shall commence on August 1,
2003 (or such other date as mutually agreed by the parties)
and end on June 30, 2009, and shall be automatically renewed
for consecutive one-year periods thereafter unless (a)
terminated on the anniversary of June 30 by either party on
120 days written notice or (b) sooner terminated as otherwise
provided herein."
2. COMPENSATION. Employee is awarded as additional base compensation a
Restricted Stock Award of 225,000 shares vesting in twelve quarterly
installments through June 30, 2009, and pursuant to the terms set forth in the
Restricted Stock Award attached to this Amendment. First sentence of Section
3(a) of the Agreement is hereby amended to read as follows:
"Base Compensation. In consideration for the services rendered
by the Employee under this Agreement, the Corporation shall
transfer and deliver to the Employee as base compensation for
the term of this Agreement a total of 90,000, 10,000 and
225,000 shares of its common stock pursuant to the terms of
the Restricted Stock Awards attached hereto as Exhibit A, the
First Amendment, dated as of January 1, 2005, and the Second
Amendment, dated as of June 15, 2006 and as set forth in such
Awards (the "Restricted Stock Awards") delivered to the
Employee."
3. AMENDMENT TO RESTRICTED STOCK AWARD. In addition, the parties agree that
Shares awarded under each of the Awards to the Employee shall immediately vest
if a Change in Control occurs without further action by either party.
4. NOTICES. Section 12(a) of the Agreement is hereby amended to substitute the
Corporation's current address and facsimile number for that of Mr. Garrison and
the substitution of the word "Chairman" for "Robert A. Garrison" and deletion of
the requirement of a copy to counsel.
5. SURVIVAL OF AGREEMENT. This Amendment is limited as specified above and shall
not constitute a modification or waiver of any other provision of the Agreement
except as required by terms agreed here. Except as specifically amended by this
Amendment, the Agreement terms shall remain in full force and effect and all of
its terms are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
GLOBAL GOLD MINING, LLC
By ______________________________ ______________________________
Van Z. Krikorian, Manager Ashot Boghossian
EX-10.4
5
ex104.txt
EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO
AUGUST 1, 2005
GLOBAL GOLD CORPORATION- JAN DULMAN
EMPLOYMENT AGREEMENT
AMENDMENT dated as of the 1st day of May, 2006 between Global
Gold Corporation, a Delaware corporation (the "Company"), and Jan Dulman (the
"Employee") to the Employment Agreement between the parties dated as of August
15, 2005 (the "Agreement").
W I T N E S S E T H :
WHEREAS, the Company has made the Employee Controller and
needs the more active service of the Employee in light of the Company's
expanding efforts to obtain and exploit mining projects and increased financial,
reporting, and business development obligations;
WHEREAS, the Corporation and the Employee desire to enter
into an amendment of the Agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. CHANGE IN TIME COMMITMENT. Effective May 1, 2006, the Employee agrees to
devote 60% of his available business time to the performance of his duties under
the Agreement, as amended. Section 1(b) of the Agreement is amended to replace
the term "20%" in the first sentence and the second sentence as well as in
Section 3 (c) with the term "60%". Employee understands that travel and
specifically foreign travel may be required.
2. COMPENSATION. The Company increases the annual sum payable to the Employee as
base compensation salary under the Agreement to $60,000 effective as of May 1,
2005. Section 3(a) is amended accordingly and to establish the monthly
installment amount as "$5,000". In addition, and contingent on both (a) the
approval of a Stock Incentive/Option Plan by the Shareholders and (b) the
approval of the Compensation Committee (which will be proposed to the directors
at their next meeting), Employee shall be awarded stock options to acquire
common stock of Company at the rate of 50,000 per year form May 1, 2006 through
the term of the Agreement (totaling 62,500) all in accordance with the terms and
conditions of (a) and (b) above. If either of (a) a Stock Incentive/Option Plan
is not adopted, or (b) a Compensation Committee is not formed or does not
approve the anticipated grant of options, then the parties shall renegotiate an
appropriate increase in the equity portion of Employee's compensation. The
Company shall also provide health and other benefits to Employee in accordance
with the Company's plan.
3. CHANGE OF COMPANY ADDRESS. The parties acknowledge that the Company has
changed its address to 45 East Putnam Avenue, Greenwich, CT 06830.
4. AMENDMENT TO RESTRICTED STOCK AWARD. In addition, the parties agree that
Shares awarded under the Restricted Stock Award executed in conjunction with the
Agreement shall immediately vest if the company is sold or if Employee's
employment terminates for reasons other than Employee's voluntary resignation or
the Company's termination for cause.
5. SURVIVAL OF AGREEMENT. This Amendment is limited as specified above and shall
not constitute a modification or waiver of any other provision of the Agreement
except as required by terms agreed here. Except as specifically amended by this
Amendment the Agreement terms shall remain in full force and effect and all of
its terms are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
GLOBAL GOLD CORPORATION
By__________________________________ ________________________________
Drury J. Gallagher, Chairman and CEO Jan Dulman
EX-10.5
6
ex105.txt
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 18th day of September, 2006 between Global
Gold Corporation, a Delaware corporation (the "Company"), and Michael T. Mason,
(the "Employee") (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company needs the active service of the Employee in
light of the Company's efforts to acquire, develop, and operate mining projects
and to carry out its exploration, mining, and business operations;
WHEREAS, the Company and the Employee desire to enter into an
employment agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES.
(a) The Company hereby employs the Employee, and the Employee hereby
accepts and agrees to such employment, as Chief Operating Officer and, in such
capacity, to be responsible for activities overseeing and implementing
exploration and mining projects as well as those customarily associated with
such a position including, controls, systems, operations, exploration and mining
programs and their implementation, and supervision of technical staff in the
United States and in countries where the Company has operations. The Employee
shall, subject to the supervision and control of the Chairman and President of
the Company, perform such executive duties and exercise such supervisory powers
over and with regard to the business of the Company and any present and future
subsidiaries, consistent with such position, and such additional duties as
specified or as may be assigned to him from time to time. The Employee
understands that significant travel is included in this position.
(b) The Employee agrees to devote 80% of his available business time
to the performance of his duties hereunder. The Employee may provide services to
other organizations, on a compensation or pro bono basis, provided that such
services do not constitute more than 80% of his available business time.
2. TERM. The term of this Agreement shall be for a period of two years and
twelve days, commencing on September 18, 2006 and ending on September 30, 2008,
and shall be automatically renewed for consecutive one-year periods thereafter
unless terminated (a) by either party on 90 days written notice prior to the
expiration of the initial term hereof or any year thereafter or (b) sooner
terminated as otherwise provided herein.
1
3. COMPENSATION.
(a) Base Compensation. In consideration for the services rendered by
the Employee under this Agreement, the Company shall deliver to the Employee as
base compensation for the term of this Agreement a total of Two Hundred Thousand
(200,000) shares of the common stock of Global Gold Corporation pursuant to the
terms of the Restricted Stock Award attached hereto as Exhibit A, (the
"Restricted Stock Award"). In addition to the foregoing, the Company shall pay
to the Employee, as base compensation, the sum of $150,000 for each 12-month
period commencing on and after September 18, 2006 during the term of this
Agreement, payable in equal monthly installments of $ 12,500 on the 15th day of
each month. In addition and contingent on the approval of the Compensation
Committee (which will be proposed to the directors at their next meeting),
Employee shall be awarded stock options to acquire Two Hundred Thousand
(200,000) shares of common stock of Company at the rate of 100,000 per year form
September 18, 2006 through September 18, 2008 (totaling 200,000) all in
accordance with the terms and conditions above.
(b) Bonus Compensation. In addition to the foregoing compensation,
the Employee shall be entitled to receive annual bonus compensation ("Annual
Bonus") in an amount determined in accordance with any bonus plan approved by
the Board of Directors, or any committee thereof duly authorized by the Board to
make such determination, based upon qualitative and quantitative goals
determined by the Board of Directors, or such committee thereof, in its sole
discretion, as the case may be. Any Annual Bonus shall be subject to all
applicable tax withholdings.
4. WORKING FACILITIES. The Company shall provide office space for the
Employee for the performance of his services hereunder, and will provide such
other facilities and services commensurate with the Company's needs as are
reasonably necessary for the performance of his duties hereunder, as determined
by the board of Directors.
5. INDEMNFICATION. During the term of this Agreement, the Company shall
provide to the Employee insurance covering indemnification for activities taken
in good faith on the Company's behalf.
6. VACATIONS. The Employee shall be entitled each year during the term of
this Agreement to a vacation period of four weeks during which period all
compensation and other rights to which the Employee is entitled hereunder shall
be provided in full. Such vacation may be taken, in the Employee's discretion,
at such time or times as are not inconsistent with the reasonable business needs
of the Company upon the consent of the Company. During the term of this
Agreement, the vacation time provided for herein shall not be cumulative to the
extent not taken by the Employee during a given year.
2
7. TERMINATION.
(a) Early Termination by Company for Cause. During the term of this
Agreement, the Employee's employment may be terminated by the Company for Cause
(as defined herein) on 30 days prior written notice by means of a Notice of
Termination, and an opportunity for the Employee, accompanied by counsel of his
choice, to address the full Board of Directors, that one of the following
conditions exists or one of the following events has occurred (each of which is
defined as "Cause"):
(i) Wrongful act or acts on the part of the Employee
which caused material damage to the Company;
(ii) The arrest, filing of charges or conviction of the
Employee for a crime involving the Company or moral turpitude;
(iii) The refusal or inability by the Employee, continued
for at least 14 days, to perform such employment duties
as may reasonably be delegated or assigned to him under
this Agreement;
(iv) Willful and unexcused neglect by the Employee of his
employment duties under this Agreement continued for at
least 14 days after written warning; or
(v) Any other material breach by the Employee of the
provisions of this Agreement.
Pending termination, the Company may suspend Employee at will.
Subject only to a final determination by dispute resolution procedure pursuant
to the provisions of Section 10 of this Agreement, the Board of Directors'
determination, in good faith, in writing that cause exists for termination of
the Employee's employment shall be binding and conclusive for all purposes under
this Agreement. Upon such determination by the Board of Directors, the
Employee's compensation pursuant to Section 3 hereof and all other benefits
provided hereunder shall terminate on the Termination Date, except that the
Employee shall be entitled to be paid severance pay equal to his then base
compensation for a period of three months thereafter, unless the termination is
based on fraud or reasons stated in Section 7(a) (ii) above. In the event that
the Employee desires to take any matter with respect to such determination of
Termination to arbitration, he must commence a proceeding within 30 days after
receipt of written notice of the Board of Directors' determination. If the
Employee fails to take such action within such period, he will be deemed
conclusively to have waived his right to adjudication of the termination of his
employment hereunder.
3
(b) Termination by Employee. In the event that the Company shall
default in the performance of any of its obligations under this Agreement in any
material respect, and shall not cure such default within 10 days of receipt by
the Company of written notice of such default from the Employee, the Employee
may terminate this Agreement by delivery of a Notice of Termination. Upon any
termination pursuant to the provisions of this Section 7(b), the Employee shall
be entitled to receive, as liquidated damages and not as a penalty, one month's
payments which would have been made to the Employee on account of his base
salary in effect at the date of the delivery of a Notice of Termination. Upon
fulfillment of the conditions set forth in Section 7(b) hereof and subject to
Section 7(f) hereof, all rights and obligations of the parties under this
Agreement shall thereupon be terminated. The Employee shall have no obligation
to mitigate damages, and amounts payable pursuant to the provisions of this
Section 7(b) shall not be reduced on account of any income earned by the
Employee from other employment or other sources.
(c) Termination by Reason of Disability. In the event that Employee
shall be prevented from rendering all of the services or performing all of his
duties hereunder by reason of illness, injury or incapacity (whether physical or
mental) for a period of six consecutive months, determined by an independent
physician selected by the Board of Directors of the Company, the Company shall
have the right to terminate this Agreement, by giving 10 days prior written
notice to the Employee, provided that the Company shall continue to pay his then
base compensation for a period of 12 months thereafter (exclusive of any benefit
under the Restricted Stock Award). Until terminated in the manner set forth in
this Section 7(c), the Employee shall be entitled to receive his full
compensation and benefits provided hereunder through the Termination Date. Any
payments to the Employee under any disability insurance or plan maintained by
the Company shall be applied against and shall reduce the amount of the base
compensation payable by the Company under this Section 7(c).
(d) Termination by Reason of Death. In the event that the Employee
shall die during the term of this Agreement, this Agreement shall terminate upon
such death. The death benefit payable to the Employee under this Agreement
(exclusive of any benefit under the Restricted Stock Award) shall be three
months salary plus the life insurance benefits provided to the Employee, if any.
(e) Certain Definitions.
(i) Any termination of the Employee's employment by the
Company or by the Employee shall be communicated by a Notice of Termination to
the other party hereto. For purposes hereof, a "Notice of Termination" shall
mean a notice which shall state the specific reasons, and shall set forth in
reasonable detail the facts and circumstances, for such termination.
(ii) "Termination Date" shall mean the date specified in the
Notice of Termination as the last day of Employee's employment by the Company.
4
(f) Continued Maintenance of Benefit Plans in Certain Cases.
Notwithstanding anything contained in this Agreement to the contrary, if the
Employee's employment is terminated pursuant to Sections 7(b) or 7(c) hereof,
the Company shall maintain in full force and effect, at the Employee's expense,
for the continued benefit of the Employee for the number of years (including
partial years) remaining in the term of employment hereunder, all employee
benefit plans and programs in which the Employee was entitled to participate
immediately prior to the Termination Date, provided that the Employee's
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that the Employee's participation in any
such plan or program is barred, the Company shall have no obligation to provide
any substitute benefits for the Employee.
8. CONFIDENTIALITY.
(a) During the term of this Agreement, and for a period of two years
thereafter, the Employee shall not, without the prior written consent of the
Board of Directors of the Company, disclose to any person, other than an
employee of the Company or a person to whom disclosure is reasonably necessary
or appropriate in connection with the performance by the Employee of his duties
hereunder, any of the Company's confidential information obtained by the
Employee during the term of this Agreement, including, without limitation, trade
secrets, products, designs, customers or methods of distribution.
(b) The obligations of confidentiality contained in this Section
shall not extend to any matter which is disclosed by the Employee pursuant to an
order of a governmental body or court of competent jurisdiction or as required
pursuant to a legal proceeding in which the Employee or the Company is a party.
These obligations of confidentiality are in addition to, not in place of any
other applicable confidentiality obligations.
9. CERTAIN REMEDIES IN EVENT OF BREACH. In the event that the Employee
commits a breach, or threatens to commit a breach, of any of the restrictions on
confidentiality, the Company shall have the following rights and remedies:
(a) to obtain an injunction restraining any violation or threatened
violation of the confidentiality provisions or any other appropriate decree of
specific performance by any court having jurisdiction, it being acknowledged and
agreed by the Employee that the services rendered, and to be rendered to the
Company by him as an Employee and as legal counsel, are of a special, unique and
extraordinary character and that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company; and
(b) to require the Employee to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other
benefits (collectively the "Benefits") derived or received by the Employee as
the result of any transactions constituting a breach of any of the
confidentiality provisions, and the Employee hereby agrees to account for and
pay over the Benefits to the Company.
5
Each of the rights and remedies enumerated in this Section 10 shall
be independent of the other, and shall be severally enforceable, and such rights
and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company at law or in equity.
10. DISPUTE RESOLUTION.
(a) Venue and Choice of Law. In the event of any disagreement or
controversy arising out of or relating to this Agreement, such controversy or
disagreement shall be resolved by arbitration administered by the American
Arbitration Association in New York City, and any award granted in such
arbitration shall finally determine such controversy or dispute.
(b) This Agreement and the rights of the parties hereunder shall be
governed by the law of the State of New York, without regard to conflicts of law
principles.
11. MISCELLANEOUS.
(a) Notices. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as duly given on (a) the date of delivery, if delivered in person,
by nationally recognized overnight delivery service or by facsimile or (b) three
days after mailing if mailed from within the contin-ental United States by
registered or certified mail, return receipt requested to the party entitled to
receive the same, if to the Company, Global Gold Corporation, 45 East Putnam
Avenue, Greenwich, Connecticut 06830, facsimile number (203) 422-2330; and if to
the Employee, Mr. Michael T. Mason, 142 Stratford Avenue, Garden City, NY 11530.
Any party may change his or its address by giving notice to the other party
stating his or its new address. Commencing on the 10th day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.
(b) Entire Agreement; Waiver of Breach. This Agreement constitutes
the entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof, and it may
not be modified or amended in any manner other than as provided herein; and no
waiver of any breach or condition of this Agreement shall be deemed to have
occurred unless such waiver is in writing, signed by the party against whom
enforcement is sought, and no waiver shall be claimed to be a waiver of any
subsequent breach or condition of a like or different nature.
6
(c) Binding Effect; Assignability. This Agreement and all the terms
and provision hereof shall be binding upon and shall inure to the benefit of the
parties and their respective heirs, successors and permitted assigns. This
Agreement and the rights of the parties hereunder shall not be assigned except
with the written consent of all parties hereto.
(d) Captions. Captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provision hereof.
(e) Number and Gender. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pro-nouns stated in either the masculine, the
feminine or the neuter gender shall include the masculine, feminine and neuter.
(f) Severability. If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unen-forceability shall attach only
to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.
(g) Amendments. This Agreement may not be amended except in a
writing signed by all of the parties hereto.
(h) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. In addition, this Agreement may contain
more than one counterpart of the signature page and this Agreement may be
executed by the affixing of such signature pages executed by the parties to one
copy of the Agreement; all of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
Global Gold Corporation
By: ______________________ ______________________
Drury J.Gallagher, Michael T. Mason
Chairman and CEO
7
EXHIBIT A
Global Gold Corporation
45 East Putnam Avenue
Greenwich, CT 06830
September 18, 2006
Mr. Michael Mason
142 Stratford Avenue
Garden City, NY 11530
Re: Restricted Stock Award
Dear Mr. Mason:
As consideration for your employment agreement with Global Gold Corporation (the
"Corporation") and as an inducement for your rendering of services to the
Corporation, we hereby grant you Two Hundred Thousand (200,000) shares of the
Common Stock of Global Gold Corporation, evidenced by a certificate of shares of
our common stock, $.001 par value per share (the "Shares"), subject to
applicable securities law restrictions and the terms and conditions set forth
herein:
1. For the first six month period commencing with the date
hereof within which you render the services provided herein, you shall become
fully vested in one fourth of the total Shares granted hereunder. For each
successive six month period thereafter commencing on March 18, 2006 through
September 18, 2008, you shall become fully vested in an additional one fourth of
the total Shares granted hereunder. Thus, if you complete six, twelve, eighteen,
and then twenty four months of service as provided hereunder, you shall be
vested in 50,000, 100,000, 150,000 and 200,000 of the Shares granted hereunder,
respectively.
2. In the event of your termination of your employment on or
before the expiration of the initial twelve month period commencing with the
date hereof or any subsequent twelve month period thereafter during the 24-month
period commencing with September 18, 2006 for any reason, you shall forfeit all
right, title and interest in and to any of the Shares granted hereunder which
have not become vested in you, without any payment by the Company therefore
unless mutually agreed otherwise.
8
3. (a) Any Shares granted hereunder are not transferable and
cannot be assigned, pledged, hypothecated or disposed of in any way until they
become vested, and may be transferred thereafter in accordance with applicable
securities law restrictions. Any attempted transfer in violation of the Section
shall be null and void.
(b) Notwithstanding anything contained in this Agreement to
the contrary, after you become vested in any of the Shares granted hereunder, no
sale, transfer or pledge thereof may be effected without an effective
registration statement or an opinion of counsel for the Corporation that such
registration is not required under the Securities Act of 1933, as amended, and
any applicable state securities laws.
4. During the period commencing with the date hereof and prior
to your forfeiture of any of the Shares granted hereunder, you shall have all
right, title and interest in and to the Shares granted hereunder, including the
right to vote the Shares and receive dividends or other distributions with
respect thereto.
5. You shall be solely responsible for any and all Federal,
state and local income taxes arising out of your receipt of the Shares and your
future sale of other disposition of them.
6. This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflicts of law principles. All parties hereto
(i) agree that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted only in a Federal or state court in the
City of New York in the State of New York, (ii) waive any objection which they
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any
Federal or state court in the City of New York in the State of New York, in any
such suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement. All parties hereto agree that the mailing of any process in any suit,
action or proceeding at the addresses of the parties shown herein shall
constitute personal service thereof.
7. If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
8. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs and successors and, in the case of the Corporation, its
assigns.
9. This Agreement may not be amended except in a writing
signed by all of the parties hereto.
9
10. Nothing contained herein shall be construed to create an
employment agreement between the Corporation and you or require the Corporation
to employ or retain you under such a contract or otherwise.
11. Notwithstanding anything contained this in Agreement to
the contrary the Shares shall become fully vested upon your death or upon your
becoming disabled, which shall mean you shall have been unable to render all of
your duties by reason of illness, injury or incapacity (whether physical or
mental) for a period of six consecutive months, determined by an independent
physician selected by the Board of Directors of the Corporation.
12. In the event of any conflict between the terms of this Agreement and of the
Employment Agreement, the provisions contained in this Agreement shall control.
If this letter accurately reflects our understanding, please
sign the enclosed copy of this letter at the bottom and return it to us.
Very truly yours,
Global Gold Corporation
By:___________________________
Drury J. Gallagher, Chairman
Agreed:
______________________________
Michael Mason
EX-31.1
7
ex311.txt
SECTION 302 CERTIFICATION
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 September 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) [Reserved]
c) 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
d) 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.
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: November 10, 2006 /s/ Drury J. Gallagher
--------------------------
Drury J. Gallagher
Chairman, Chief Executive
Officer and Treasurer
EX-31.2
8
ex312.txt
SECTION 302 CERTIFICATION
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 September 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) [Reserved]
c) 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
d) 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.
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: November 10, 2006 /s/ Lester S. Caesar
--------------------------
Lester S. Caesar
Chief Financial Officer
EX-31.2
9
ex321.txt
SECTION 906 CERTIFICATION
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 September 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 as amended; 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: November 10, 2006
By: /s/ Drury J. Gallagher
---------------------------------
Drury J. Gallagher
Chairman, Chief Executive Officer
and Treasurer
EX-32.2
10
ex322.txt
SECTION 906 CERTIFICATION
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 September 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 as amended; 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: November 10, 2006
By: /s/ Lester S. Caesar
---------------------------
Lester S. Caesar
Chief Financial Officer
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