Second Quarter Report 10QSB
June 30, 2007
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 02-69494
GLOBAL GOLD CORPORATION
(Exact name of small business issuer in its charter)
DELAWARE 13-3025550
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
45 East Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 422-2300
(Issuer's telephone number)
Not applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]. Not applicable.
As of August 14, 2007 there were 33,716,051 shares of the issuer's Common Stock
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet as of June 20,2007 .........................3
Consolidated Statements of Operations for the three months and
six months ended June 30, 2007 and June 30, 2006 and for the
development stage period from January 1, 1995
(inception) through June 30, 2007 .....................................4
Consolidated Statements of Cash Flows for the six months
ended June 30, 2007 and June 30, 2006 and for the
development stage period from January 1, 1995 (inception)
through June 30, 2007 .................................................5
Notes to Consolidated Financial Statements (Unaudited) .............6-12
Item 2. Management's Discussion and Analysis or Plan of Operation .........13-14
Item 3. Controls and Procedures ..............................................14
PART II OTHER INFORMATION
Item 1. Legal Proceedings ....................................................15
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.........15-16
Item 3 Defaults Upon Senior Securities ......................................16
Item 4 Submission of Matters to a Vote of Security Holders ..................16
Item 5 Other Information ....................................................16
Item 6. Exhibits..............................................................17
SIGNATURES
CERTIFICATIONS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
June 30, 2007
ASSETS
CURRENT ASSETS:
Cash $ 2,686,842
Inventories 583,602
Tax refunds receivable 98,557
Prepaid expenses 43,517
Other current assets 131,238
-----------------
TOTAL CURRENT ASSETS 3,543,756
LICENSES, net of accumulated amortization of $736,601 2,473,335
INVESTMENT IN TAMAYA RESOURCES LIMITED STOCK 4,582,980
DEPOSITS ON CONTRACTS AND EQUIPMENT 1,883,772
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $445,860 1,933,035
-----------------
$ 14,416,878
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 291,470
Common stock issues subject to put (500,000 shares issued) 800,000
-----------------
TOTAL CURRENT LIABILITIES 1,091,470
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized;
33,888,551 shares issued and outstanding 33,388
Additional paid-in-capital 27,723,089
Accumulated deficit prior to development stage (2,907,648)
Deficit accumulated during the development stage (14,334,266)
Accumulated other comprehensive income 2,810,845
-----------------
TOTAL STOCKHOLDERS' EQUITY 13,325,408
-----------------
$ 14,416,878
=================
The accompanying notes are an integral part of these unaudited consolidated
financial statements
3
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Cumulative amount
Three Months Ended Six Months Ended from
June 30, June 30, January 1, 1995
----------------------------- ------------------------------ through
2007 2006 2007 2006 June 30, 2007
------------- ------------- -------------- -------------- -----------------
REVENUES $ - $ 5,600 $ - $ 5,600 $ 5,985
------------- ------------- -------------- -------------- -----------------
EXPENSES
General and administrative 934,391 658,235 2,262,376 979,949 11,287,883
Mine exploration costs 592,277 430,438 950,723 755,688 4,534,448
Amortization and depreciation 226,636 114,336 404,485 219,074 1,193,366
Write-off of investment - - - - 135,723
Gain on sale of investment - - - - (319,641)
Loss/(Gain) from investment in joint ventures - 22,756 - 52,912 (3,138,965)
Interest expense - 32,365 - 64,730 274,000
Loss/(Gain) from foreign exchange - - - - 70,971
Interest income (35,215) (80,600) (93,571) (82,735) (321,755)
------------- ------------- -------------- -------------- -----------------
TOTAL EXPENSES 1,718,089 1,177,530 3,524,013 1,989,618 13,716,030
------------- ------------- -------------- -------------- -----------------
Loss from Continuing Operations (1,718,089) (1,171,930) (3,524,013) (1,984,018) (13,710,045)
Discontinued Operations
Loss from discontinued operations - - - - 386,413
Loss on disposal of discontinued operations - - - - 237,808
------------- ------------- -------------- -------------- -----------------
Net Loss Applicable to Common Shareholders (1,718,089) (1,171,930) (3,524,013) (1,984,018) (14,334,266)
Foreign currency translation adjustment 138,561 (2,262) 223,839 (15,481) 674,584
Unrealized gain on investments 1,357,920 - 1,479,480 - 1,832,955
------------- ------------- -------------- -------------- -----------------
Comprehensive Net Loss $ (221,608) $ (1,174,192) $ (1,820,694) $ (1,999,499) $ (11,826,727)
============= ============= ============== ============== =================
NET LOSS PER SHARE-BASIC
AND DILUTED $ (0.05) (0.04) $ (0.11) $ (0.09)
============= ============= ============== ==============
WEIGHTED AVERAGE
SHARES OUTSTANDING 33,630,859 28,347,774 33,535,610 23,257,682
============= ============= ============== ==============
The accompanying notes are an integral part of these unaudited consolidated
financial statements
4
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
January 1, 1995
January 1, 2007 January 1, 2006 Cumulative amount
through through through
June 30, 2007 June 30, 2006 June 30, 2007
-----------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (3,524,013) $ (1,984,018) $ (14,334,266)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of unearned compensation 483,178 337,113 2,276,472
Stock option expense 343,812 21,666 569,706
Amortization expense 190,066 196,692 956,659
Depreciation expense 214,419 22,382 462,615
Accrual of stock bonuses issued in 2007 - - (27,950)
Write-off of investment - - 135,723
Loss on disposal of discontinued operations - - 237,808
Equity in loss on joint venture - 52,912 12,000
Gain on extinguishment of debt - - (110,423)
Gain on sale of investments (non-cash portion) - - (2,470,606)
Other non-cash expenses - 24,386 199,637
Changes in assets and liabilities:
Other current and non current assets (1,428,338) (2,088,500) (2,377,357)
Accounts payable and accrued expenses (559,512) (3,277) 632,088
-------------- -------------- ---------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (4,280,388) (3,420,644) (13,837,894)
-------------- -------------- ---------------
INVESTING ACTIVITIES:
Purchase of property, plan and equipment (394,010) (138,659) (2,005,843)
Proceeds from sale of Armenia mining interest - - 1,891,155
Proceeds from sale of investment in common stock
of Sterlite Gold - - 246,767
Investment in joint ventures - - (260,000)
Investment in mining licenses - - (4,092,936)
-------------- -------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (394,010) (138,659) (4,220,857)
-------------- -------------- ---------------
FINANCING ACTIVITIES:
Net proceeds from private placement offering 16,500 12,235,031 17,696,604
Repurchase of common stock - - (25,000)
Due to related parties - - (22,218)
Warrants exercised - - 2,305,750
-------------- -------------- ---------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 16,500 12,235,031 19,955,136
-------------- -------------- ---------------
EFFECT OF EXCHANGE RATE ON CASH 328,360 (152,665) 779,105
-------------- -------------- ---------------
NET INCREASE (DECREASE) IN CASH (4,329,538) 8,523,063 2,675,490
CASH AND CASH EQUIVALENTS - beginning of period 7,016,380 546,912 11,352
-------------- -------------- ---------------
CASH AND CASH EQUIVALENTS - end of period $ 2,686,842 $ 9,069,975 $ 2,686,842
============== ============== ===============
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ - $ - $ 2,683
============== ============== ===============
Interest paid $ - $ - $ 15,422
============== ============== ===============
Noncash Transactions:
Stock issued for deferred compensation $ 408,662 $ 1,983,500 $ 4,002,162
============== ============== ===============
Stock forfeited for deferred compensation $ 187,500 $ - $ 930,000
============== ============== ===============
Stock issued for mine acquisition $ 127,500 $ 150,000 $ 1,242,500
============== ============== ===============
Stock issued for accounts payable $ - $ - $ 25,000
============== ============== ===============
Stock issued in exchange for services $ - $ 36,000 $ -
============== ============== ===============
The accompanying notes are an integral part of these unaudited consolidated
financial statements
5
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Unaudited Consolidated Financial Statements June 30, 2007
1. ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION
The accompanying consolidated financial statements present the development stage
activities of the Company and its wholly owned subsidiaries from January 1,
1995, the period commencing the Company's operations as Global Gold Corporation,
through June 30, 2007.
The accompanying consolidated 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
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the December 31,
2006 annual report on Form 10-KSB. The results of operations for the six-month
period ended June 30, 2007 are not necessarily indicative of the operating
results to be expected for the full year ended December 31, 2007. The Company
operates in a single segment of activity, namely the acquisition of certain
mineral property, mining rights, and their subsequent development.
The consolidated financial statements at June 30, 2007, and for the period then
ended were prepared assuming that the Company would continue as a going concern.
Since its inception, the Company, a developing stage company, has generated
revenues of $5,985 (other than interest income, the proceeds from the sales of
interests in mining ventures, and the sale of common stock of marketable
securities received as consideration, therewith) while incurring losses in
excess of $14,300,000. On December 19, 2006, Global Gold Mining restructured the
Aigedzor Mining Company Joint Venture in exchange for: one million dollars; a
2.5% Net Smelter Return royalty payable on all products produced from the
Lichkvaz and Terterasar mines as well as from any mining properties acquired in
a 20 kilometer radius of the town of Aigedzor in southern Armenia; and five
million shares of Iberian Resources Limited's common stock. Iberian Resources
Limited subsequently merged into Tamaya Resources Limited and the five million
Iberian shares were converted into twenty million shares of Tamaya Resources
Limited. Management has held discussions with additional investors and
institutions interested in financing the Company's projects. However, there is
no assurance that the Company will obtain the financing that it requires or will
achieve profitable operations. The Company expected to incur additional losses
for the near term until such time as it would derive substantial revenues from
the Armenian mining interests acquired by it or other future projects in Canada
or Chile. These matters raised substantial doubt about the Company's ability to
continue as a going concern. The accompanying financial statements were prepared
on a going concern basis, which contemplated the realization of assets and
satisfaction of liabilities in the normal course of business. The accompanying
consolidated financial statements at June 30, 2007 and for the period then ended
did not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
The subsidiaries through which the Company operates are as follows:
On January 24, 2003, the Company formed Global Oro LLC and Global Plata LLC, as
wholly owned subsidiaries, in the State of Delaware. These companies were formed
to be equal joint owners of a Chilean limited liability company, Minera Global
Chile Limitada ("Minera Global"), formed as of May 6, 2003, for the purpose of
conducting operations in Chile.
On August 18, 2003, the Company formed Global Gold Armenia LLC ("GGA"), as a
wholly owned subsidiary, which in turn formed Global Gold Mining LLC ("Global
Gold Mining"), as a wholly owned subsidiary, both in the State of Delaware.
Global Gold Mining was qualified to do business as a branch operation in Armenia
and owns assets and shares of operating companies in Armenia.
On December 21, 2003, Global Gold Mining acquired 100% of the Armenian limited
liability company SHA, LLC (renamed Global Gold Hankavan, LLC ("GGH") as of July
21, 2006), which held the license to the Hankavan and Marjan properties in
Armenia. On January 25, 2005, GGH submitted applications to the Armenian
government for exploration licenses for five additional mineral bearing
properties in North Central Armenia, all proximate to Hankavan.
On August 1, 2005, Global Gold Mining acquired the Armenian limited liability
company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property
and seven surrounding exploration sites.
6
On January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of
the Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company,
LLC") and its approximately 27 square kilometer Getik gold/uranium exploration
license area in the northeast Geghargunik province of Armenia.
On January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold
Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate
the Company's uranium exploration activities in Canada. Global Gold Uranium was
qualified to do business in the Canadian Province of Newfoundland and Labrador.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, accounts payable, and accrued expenses. 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:
As at
June 30,
2007
----
Ore ................................. $ 552,456
Concentrate ......................... 17,061
Materials, supplies and other ....... 14,085
-----------
Total Inventory...................... $ 583,602
===========
Ore inventory consists of unprocessed ore at the Tukhmanuk mining site in
Armenia. The unprocessed ore is stated at the lower of cost or market.
Investment in Tamaya Resources Limited Stock - The Company classifies its
existing restricted marketable equity securities as available for sale in
accordance with SFAS No. 115. These securities are carried at fair market value.
Unrealized gains or losses of marketable securities available for sale are
recognized as an element of comprehensive income on a quarterly basis based on
changes in the fair value of the security as quoted on national or inter dealer
stock exchanges.
Deposits on Contracts and Equipment - The Company has made several deposits for
purchases, the majority of which is for the potential acquisitions of new
properties, deposits on options to acquire properties, and the remainder for the
purchase of mining equipment.
Tax Refunds Receivable - The Company is subject to Value Added Tax ("VAT tax")
on all expenditures in Armenia at the rate of 20%. The Company is entitled to a
credit against this tax towards any sales on which it collects VAT tax. The
Company is carrying a tax refund receivable based on the value of its in-process
inventory which it intends on selling in the next twelve months, at which time
they will collect 20% VAT tax from the purchaser which the Company will be
entitled to keep and apply against its credit.
Net Loss Per Share - Basic net loss per share is based on the weighted average
number of common and common equivalent shares outstanding. Potential common
shares includable in the computation of fully diluted per share results are not
presented in the consolidated financial statements as their effect would be
anti-dilutive. As of June 30, 2007 and 2006, the Company's outstanding options
were 1,262,500 and 150,000, respectively, and warrants were 6,466,666 and
6,466,666, respectively.
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.
7
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 ................. 100-306%
For the six months ended June 30, 2007, net loss and loss per share reflect the
actual deduction for stock-based compensation expense. The total stock-based
compensation expense for the six months ended June 30, 2007 was $821,782. The
expense for stock-based compensation is a non-cash expense item.
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 inter-company balances and
transactions have been eliminated in consolidation.
Income Taxes - The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No.
109"). Pursuant to SFAS No.109, the Company accounts for income taxes under the
liability method. Under the liability method, a deferred tax asset or liability
is determined based upon the tax effect of the differences between the financial
statement and tax basis of assets and liabilities as measured by the enacted
rates that will be in effect when these differences reverse.
Acquisition, Exploration and Development Costs - Mineral property acquisition,
exploration and related costs are expensed as incurred unless proven and
probable reserves exist and the property may commercially be mined. When it has
been determined that a mineral property can be economically developed, the costs
incurred to develop such property, including costs to further delineate the ore
body and develop the property for production, may be capitalized. In addition,
the Company may capitalize previously expensed acquisition and exploration costs
if it is later determined that the property can economically be developed.
Interest costs, if any, allocable to the cost of developing mining properties
and to constructing new facilities are capitalized until operations commence.
Mine development costs incurred either to develop new ore deposits, expand the
capacity of operating mines, or to develop mine areas substantially in advance
of current production are also capitalized. All such capitalized costs, and
estimated future development costs, are then amortized using the
units-of-production method over the estimated life of the ore body. Costs
incurred to maintain current production or to maintain assets on a standby basis
are charged to operations. Costs of abandoned projects are charged to operations
upon abandonment. The Company evaluates, at least quarterly, the carrying value
of capitalized mining costs and related property, plant and equipment costs, if
any, to determine if these costs are in excess of their net realizable value and
if a permanent impairment needs to be recorded. The periodic evaluation of
carrying value of capitalized costs and any related property, plant and
equipment costs are based upon expected future cash flows and/or estimated
salvage value in accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."
Foreign Currency Translation - The assets and liabilities of non-U.S.
subsidiaries are translated into U.S. Dollars at period end exchange rates.
Income and expense items are translated at average exchange rates during the
period. Cumulative translation adjustments are shown as a separate component of
stockholders' equity.
Depreciation, Depletion and Amortization - Capitalized costs are depreciated or
depleted using the straight-line method or units-of-production method at rates
sufficient to depreciate such costs over the shorter of estimated productive
lives of such facilities or the useful life of the individual assets. Productive
lives range from 1 to 20 years, but do not exceed the useful life of the
individual asset. Determination of expected useful lives for amortization
calculations are made on a property-by-property or asset-by-asset basis at least
annually.
Undeveloped mineral interests are amortized on a straight-line basis over their
estimated useful lives taking into account residual values. At such time as an
undeveloped mineral interest is converted to proven and probable reserves, the
remaining unamortized basis is amortized on a unit-of-production basis as
described above.
Impairment of Long-Lived Assets - Management reviews and evaluates the net
carrying value of all facilities, including idle facilities, for impairment at
least annually, or upon the occurrence of other events or changes in
circumstances that indicate that the related carrying amounts may not be
recoverable. We estimate the net realizable value of each property based on the
estimated undiscounted future cash flows that will be generated from operations
8
at each property, the estimated salvage value of the surface plant and equipment
and the value associated with property interests. All assets at an operating
segment are evaluated together for purposes of estimating future cash flows.
Concentration Risk - Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of cash. The Company places
its cash with high credit quality financial institutions in the United States,
Armenia, and Chile. As of June 30, 2007, bank deposits in the United States
exceeded federally insured limits by approximately $2,160,000. At June 30, 2007,
the Company had approximately $210,000 in Armenian bank deposits and $140,000 in
Chilean bank deposits, which may not be insured. The Company has not experienced
any losses in such accounts through June 30, 2007.
The majority of the Company's present activities are in Armenia. As with all
types of international business operations, currency fluctuations, exchange
controls, restrictions on foreign investment, changes to tax regimes, political
action and political instability could impair the value of the Company's
investments.
Licenses - Licenses are capitalized at cost and are amortized on a straight-line
basis on a range from 1 to 10 years, but do not exceed the useful life of the
individual license.
Reclamation and Remediation Costs (Asset Retirement Obligations) - In January
2005, we adopted SFAS No. 143 "Accounting for Asset Retirement Obligations,"
which requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. SFAS No. 143
requires us to record a liability for the present value of our estimated
environmental remediation costs and the related asset created with it. The
liability will be accreted and the assets will be depreciated over the life of
the related assets. Adjustments for changes resulting from the passage of time
and changes to either the timing or amount of the original present value
estimate underlying the obligation will be made.
Costs of future expenditures for environmental remediation are not discounted to
their present value unless subject to a contractually obligated fixed payment
schedule. Such costs are based on management's current estimate of amounts to be
incurred when the remediation work is performed, within current laws and
regulations. Accordingly, no such costs were accrued at December 31, 2006.
It is possible that, due to uncertainties associated with defining the nature
and extent of environmental contamination and the application of laws and
regulations by regulatory authorities and changes in reclamation or remediation
technology, the ultimate cost of reclamation and remediation could change in the
future.
New Accounting Standards - In June 2006, the FASB issued FASB Interpretation No.
48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB
Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in accordance
with FAS No. 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step
process to determine the amount of tax benefit to be recognized. First, the tax
position must be evaluated to determine the likelihood that it will be sustained
upon external examination. If the tax position is deemed "more-likely-than-not"
to be sustained, the tax position is then assessed to determine the amount of
benefit to recognize in the financial statements. The amount of the benefit that
may be recognized is the largest amount that has a greater than 50% likelihood
of being realized upon ultimate settlement. We were required to adopt FIN 48
effective as of January 1, 2007. We are currently evaluating the effect FIN 48
will have on our financial statements. We do not expect the impact will be
material.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(Statement 157), which addresses how companies should measure fair value when
they are required to use a fair value measure for recognition or disclosure
purposes under generally accepted accounting principles. Statement 157 defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value
measurements. Statement 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and should be applied
prospectively, except in the case of a limited number of financial instruments
that require retrospective application. We are currently evaluating the
potential impact of Statement 157 on our financial statements. We do not expect
the impact will be material.
In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
"Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5, "Accounting for Contingencies". FSP EITF 00-19-2 also requires
9
additional disclosure regarding the nature of any registration payment
arrangements, alternative settlement methods, the maximum potential amount of
consideration and the current carrying amount of the liability, if any. The
guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, "Accounting for
Derivative Instruments and Hedging Activities", and No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity", and FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
requirement for Guarantees, Including Indirect Guarantees of Indebtedness of
Others", to include scope exceptions for registration payment arrangements. FSP
EITF 00-19-2 is effective immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified subsequent to the issuance date of this FSP, or for financial
statements issued for fiscal years beginning after December 15, 2006, and
interim periods within those fiscal years, for registration payment arrangements
entered into prior to the issuance date of this FSP. We are currently evaluating
the potential impact of FSP EITF 00-19-2 on our financial statements. We do not
expect the impact will be material.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FAS 115"
(Statement 159). Statement 159 allows entities to choose, at specified election
dates, to measure eligible financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value option for an eligible item, changes in that item's fair value in
subsequent reporting periods must be recognized in current earnings. Statement
159 is effective for fiscal years beginning after November 15, 2007. We are
currently evaluating the potential impact of Statement 159 on our financial
statements. We do not expect the impact will be material.
3. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors:
On January 1, 2007, the Company entered an employment agreement with Hrayr
Agnerian, designating him as the Company's Senior Vice President for Exploration
and Development. Mr. Agnerian formerly worked at Scott Wilson Roscoe Postle
Associates Inc. (Scott Wilson RPA), and is no longer an employee of Scott Wilson
RPA. The employment agreement provides that Mr. Agnerian will receive an annual
base salary of $62,500, and is entitled to receive any bonus as determined in
accordance with any plan approved by the Board of Directors. Mr. Agnerian
resigned from the Board of Directors effective December 31, 2006. The employment
agreement is for an initial term of two years, terminating
on December 31, 2008. Pursuant to employment agreement, Mr. Agnerian was also
granted (i) Eighty Three Thousand Three Hundred Thirty Four (83,334) shares of
the common stock of Global Gold Corporation pursuant to the terms of the
Restricted Stock Award to vest in four equal installments of 20,834 shares every
six months, commencing on June 1, 2007 and (ii) options to acquire Eighty Three
Thousand Three Hundred Thirty Four (83,334) shares of common stock of Company at
the rate of 41,667 per year from January 1, 2007 through January 1, 2008
(totaling 83,334) at $0.88 per share (the arithmetic mean of the high and low
prices of the Company's stock on December 29, 2006), to vest in two equal
installments of 41,667 shares each on January 1, 2007 and January 1, 2008. On
June 15, 2007, the Company entered into an amendment to the employment agreement
of Mr. Hrayr Agnerian with respect to his employment as Senior Vice President
for Exploration and Development of the Company. The revised Employment Agreement
provides that Mr. Agnerian will receive an annual base salary of $150,000,
representing a 140% increase over his previous salary effective June 1, 2007 and
is entitled to receive any bonus as determined in accordance with any plan
approved by the Board of Directors. The amended Employment Agreement terminates
on December 31, 2008. Pursuant to the revised agreement, Mr. Agnerian was also
granted an additional (i) 116,666 shares of restricted stock to vest in three
equal installments of 38,889 shares each on December 31, 2007, June 30, 2008 and
December 31, 2008 and (ii) 116,666 stock options to purchase Common Stock at
$0.83 per share (the arithmetic mean of the high and low prices of the Company's
stock on June 15, 2007), to vest in equal installments of 58,333 shares each on
December 31, 2007, and December 31, 2008. The restricted stock and options
previously awarded to Mr. Agnerian will continue to vest pursuant to his
original Employment Agreement. 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 January 11, 2007, the Company declared a stock bonus to Dr. Urquhart of
10,000 shares of common stock at $0.86 per share for a total value of $8,600.
The Company also declared stock bonuses to 64 employees in Armenia for a total
of 20,750 shares of common stock at $0.86 per share for a total value of
$17,845. The $26,445 was included in officers' compensation and in accounts
payable and accrued expenses as of December 31, 2006.
On January 11, 2007, the Company also declared stock bonuses to 8 key employees
in Armenia for a total of 32,500 shares of common stock at $0.86 per share for a
total value of $27,950 which vest over 2 years. As of December 31, 2006, the
$27,950 was included in unearned compensation and in accounts payable and
accrued expenses.
10
On January 11, 2007, the Company issued as directors fees to each of the five
directors (Nicholas J. Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague,
and Van Z. Krikorian) stock options to purchase 100,000 shares of Common Stock
of the Company each at $.86 per share. The option grants were made pursuant to
the Global Gold Corporation 2006 Stock Incentive Plan. In addition, the Company
granted 50,000 shares of restricted Common Stock to Harry Gilmore as an initial
director's fee at the fair market value of $.86 per share.
On June 15, 2007, the Company approved a new employment agreement for Jan Dulman
with respect to his employment as the Controller of the Company. The Board of
Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The
revised new agreement provides that Mr. Dulman will resign as Controller and
assume the title of Chief Financial Officer effective June 1, 2007 and will
receive an annual base salary of $125,000, representing a 108% increase over his
previous salary and is entitled to receive any bonus as determined in accordance
with any plan approved by the Board of Directors. The new agreement is for two
years and two months terminating on July 31, 2009. Pursuant to the new
agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to
vest in four equal installments of 37,500 shares each on January 31, 2008, July
31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to
purchase Common Stock at $0.83 per share (the arithmetic mean of the high and
low prices of the Company's stock on June 15, 2007), to vest in equal
installments of 75,000 shares each on August 1, 2007, and August 1, 2008. The
restricted stock and options previously awarded to Mr. Dulman will continue to
vest pursuant to his original Employment Agreement. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive
Plan.
On June 15, 2007, the Company approved the employment agreement of Lester Caesar
with respect to his employment as the Controller effective June 1, 2007.
Effective August 1, 2007, Mr. Caesar will receive an annual base salary of
$30,000, representing a 29% decrease over his previous salary and is entitled to
receive any bonus as determined in accordance with any plan approved by the
Board of Directors. The new agreement is for one year commencing on August 1,
2007 and terminating on July 31, 2008. Pursuant to the new agreement, Mr. Caesar
was also granted 20,000 shares of restricted stock to vest in equal installments
of 10,000 shares each on January 31, 2007, and July 31, 2008. The restricted
stock previously awarded to Mr. Caesar will continue to vest pursuant to his
original employment agreement. The restricted stock is subject to a substantial
risk of forfeiture upon termination of his employment with the Company during
the term of the Employment Agreement.
On June 18, 2007, the resignation of Mr. Michael Mason as the President and
Chief Operating Officer of the Company and his assumption of consultant role was
effective. In connection with this transition and pursuant to the applicable
restricted stock awards from the Company, a total of 150,000 shares and 100,000
options previously granted to Mr. Mason did not vest and have reverted back to
the Company.
On June 20, 2007, Global Gold Corporation sold $16,500 in common shares,
pursuant to exemptions from registration requirements of the Securities Act to
Drury Gallagher, the Company's Chairman Emeritus, Treasurer and Secretary. The
transaction involved the exercise of options originally issued on June 30, 2002.
The transaction involved the issuance of 150,000 shares of common stock at $0.11
per share in accordance with the options.
Cash compensation expense for the six months ended June 30, 2007 and June 30,
2006 was $609,610 and $359,945, respectively.
The amount of unearned compensation amortized for the six months ended June 30,
2007 and June 30, 2006 was $493,386 and $337,113, respectively.
4. EQUITY TRANSACTIONS - COMMON STOCK ISSUED SUBJECT TO PUT
On August 2, 2006, Global Gold Mining 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, Global Gold Mining 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 Global Gold Mining, 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
11
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.
5. AGREEMENTS
On January 18, 2007, Global Gold Uranium entered into a "Labrador Uranium Claims
Agreement" with Messrs. Alexander Turpin and James Weick to acquire an option
with the right to a one hundred percent interest ownership of mineral license
rights at or near Grand Lake (approximately 1,850 acres) and Shallow Lake
(approximately 5,750 acres), both in the Canadian Province of Newfoundland and
Labrador. Global Gold Uranium will be solely responsible for exploration and
management during the option periods and can exercise the option to acquire one
hundred percent of the license rights at either property by granting the sellers
a 1.5% NSR royalty which can be bought out for $2,000,000 cash or at the
seller's option in common stock of the Company valued at the six month weighted
average of the stock a the time of exercise. All dollar references are to
Canadian dollars. Global Gold Uranium will earn a One Hundred Percent (100%)
option in the Licenses by paying cash and common stock, all as described in the
exhibit below. In addition, Global Gold Uranium has completed staking 300 claims
(approximately 18,531 acres) in the immediate vicinity of the Grand Lake and
Shallow Lake properties. With respect to the Shallow Lake transaction, the
sellers breached a representation and warranty to keep the license rights in
force for a period after acquisition, the licenses lapsed, and Global Gold
Uranium, in its own name, successfully staked the same licenses in June 2007.
On April 12, 2007, Global Gold Uranium entered an agreement to acquire an option
for the Cochrane Pond license area in southeastern Newfoundland, Canada ("the
Agreement") with Commander Resources Ltd. ("Commander") and Bayswater Uranium
Corp. ("Bayswater"). The Cochrane Pond property consists of 2,600 claims within
61,000 hectares (approximately 150,708 acres), and a map showing the location is
available on the Global Gold website. The Agreement is subject to board approval
and the conclusion of an option agreement. The relevant boards subsequently
approved. Major terms include the following. Global Gold Uranium may earn a 51%
equity interest over a period of four years in Cochrane Pond Property by
completing:
1. Cash payments of US $700,000 over four year period.
2. Share issuance of 350,000 shares of Global Gold Corporation; 50 % each to
Commander and Bayswater over a four year period.
3. Property expenditures over four year period of C$3.5 million.
Upon Global Gold Uranium vesting 51% in the Property, Global Gold Uranium may
elect to increase its equity position to 60% by either:
a. Additional property expenditures of C$2.0 million over the following
consecutive two years, or
b. Delivering a feasibility study on the Property over the following consecutive
three years.
Once Global Gold Uranium has vested the Second Stage, a joint venture will be
formed, 60% as to Global Gold Uranium and 40% as to Commander and Bayswater. The
project will be funded pro-rata by parties according to their retained interest.
If either Global Gold Uranium's or the Commander/Bayswater interest is diluted
below 10%, that party's interest will convert to a royalty.
Either party may, at any time up to the commencement of commercial production,
elect to convert its respective interest to a 2% gross uranium sales royalty in
the case of a uranium deposit or a 2% NSR in the case of a non-uranium deposit.
In either case, 50% of the royalty obligation may be purchased at any time prior
to commercial production for a $1,000,000 cash payment. As of June 30, 2007, the
Company has paid $200,000 and issued 150,000 shares of the Company's common
stock, 75,000 shares each to Commander and Bayswater.
On May 30, 2007, Global Gold Mining acquired the remaining twenty percent
interest that it did not own of Getik Mining Company, LLC, from the original
sellers (Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank
Pastorino), leaving Global Gold Mining as the owner of one hundred percent of
Getik Mining Company, LLC.
6. SUBSEQUENT EVENTS
On July 31, 2007, the holders of Warrants to purchase 2,000,000 shares of the
Common Stock of the Company, at an exercise price of $1.42, allowed the warrants
to expire. The Company and its Board of Directors allowed the Warrants to expire
and did not issue an extension or amendment of their terms.
On August 2, 2007, the resignation of Mr. Frank Pastorino as the Director of
Business Operations in Armenia of Global Gold Mining was effective. In
connection with this transition and pursuant to the applicable restricted stock
awards from the Company, a total of 22,500 shares previously granted to Mr.
Pastorino did not vest and have reverted back to the Company.
12
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
SIX-MONTHS ENDED JUNE 30, 2007 AND SIX-MONTHS ENDED JUNE 30, 2006
During the six-month period ended June 30, 2007, the Company's administrative
and other expenses were $2,242,010 which represented an increase of $1,245,214
from $996,796 in the same period last year. The expense increase was primarily
attributable to higher cash compensation expense of $249,665, stock compensation
expense of $106,273, option expense of $322,146, accounting expenses of $25,680,
travel expense of $30,754 and legal expenses of $171,364. During the six-month
period ended June 30, 2007, the Company's mine exploration costs were $950,723
which represented an increase of $195,035 from $755,688 in the same period last
year. The expense increase was primarily attributable to the increased mining
activity at the Hankavan property of $169,672. During the six-month period ended
June 30, 2007, the Company's amortization and depreciation expenses were
$404,485 which represented an increase of $185,411 from $219,074 in the same
period last year. The expense increase was primarily attributable to the
increased depreciation expense of $192,037.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2007, the Company's total assets were $14,416,878, of which
$2,686,842 consisted of cash or cash equivalents.
The Company's plan of operation for at least the next twelve months ending June
30, 2008:
(a) To develop the Tukhmanuk, Getik, Hankavan, Marjan, and other mining
properties in Armenia and to engage in further exploration and acquisitions in
Armenia, Chile and Canada to generate cash flow and establish gold, uranium,
copper, and molybdenum reserves to Western standards;
(b) To review and acquire additional mineral bearing properties in the Former
Soviet Union, Chile, and North America; and
(c) Pursue additional financing through private placements and joint ventures.
The Company retains the right until December 31, 2009 to elect to participate at
a level of up to twenty percent with Sterlite Gold Ltd. or any of its affiliates
in any exploration project undertaken in Armenia. 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 retains the right to participate up to 20% in any new projects
undertaken by Iberian Resources Limited, which has merged into Tamaya Resources
Limited, or its affiliates in Armenia until August 15, 2015. In addition, the
Company has a 2.5% NSR royalty on production from the Lichkvaz-Tei and
Terterasar mines as well as from any mining properties in a 20 kilometer radius
of the town of Aigedzor in southern Armenia. On February 28, 2007, Iberian
Resources Limited announced its merger with Tamaya Resources Limited, and Tamaya
is now developing those properties.
At Tukhmanuk, approval for a new tailings dam has been granted, construction has
commenced, and the processing plant is being upgraded. Production is anticipated
in the 3rd Quarter of 2007. A new assay lab has been equipped and is
operational. Approximately 13,000 meters of drilling have been completed. The
purpose of this drill program was to confirm the Armenian state committee on
reserves records. Analysis of the drill program is not expected until the end of
the 3rd Quarter of 2007. Based on preliminary analysis, it is anticipated that
Tukhmanuk may include a wider zone of mineralization to be bulk mined, rather
than a higher grade narrow vein underground operation as the initial reports
indicated.
13
GGH, which is the license holder for the Hankavan and Marjan properties, has
been the subject of corrupt and improper demands and threats from the former
Minister of the Ministry of Environment and Natural Resources, Vartan Ayvazyan.
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, other Armenian
governmental officials have assured the Company to the contrary and Armenian
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, including international
arbitration. 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 Company filed
for arbitration under the rules under the International Chamber of Commerce,
headquartered in Paris, France, ("ICC") on December 29, 2006. The forum for this
arbitration is New York City. Damages will be determined during the arbitration
proceedings. In addition and based on the US Armenia Bilateral Investment
Treaty, Global Gold Mining filed a request for arbitration against the Republic
of Armenia for the actions of the former Minister of Environment and Natural
Resources with the International Centre for Settlement of Investment Disputes,
which is a component agency of the World Bank in Washington, D.C., ("ICSID") on
January 29, 2007. Damages will be determined during the arbitration proceedings.
The Ministry of Environment has also sent a notice to terminate Global Gold
Mining's license at Getik. Global Gold Mining continues to work at this property
and will oppose any attempt to terminate this license.
The Company has previously reported that it is aware that another company has
been using a similar name in the CIS and counsel has received assurances the
other company would cease using the similar name and that company was in the
process of changing its name. That company has now provided official
documentation that it has changed its name to one that is not similar to Global
Gold.
The Company also anticipates spending additional funds in Armenia, Canada and
Chile for further exploration and development of its other properties as well as
acquisition of new properties. The Company is also reviewing new technologies in
exploration and processing. The Company anticipates that it will issue
additional equity to finance its planned activities. The Company anticipates
additional funding from selling some of the shares of Tamaya Resources Limited
that it owns. If the Company sells all of the Tamaya Resources Limited shares,
at fair market value on June 30, 2007, it would receive $4,582,980 in gross
proceeds. In addition, the Company anticipates that it might obtain additional
financing from the holders of its Warrants to purchase 4,466,666 million shares
of Common Stock of the Company at an exercise price of $2.00 per share, which
expire on April 1, 2008. If these Warrants were exercised in full, the Company
would receive $8,933,332 in gross proceeds.
The Company may engage in research and development related to exploration and
processing during 2007, does not expect to sell any plant or significant
equipment but it does anticipate purchasing processing plant and equipment
assets.
The Company has been able to continue based upon its receipt of funds from the
issuance of equity securities and by acquiring assets or paying expenses by
issuing stock. The Company's continued existence is dependent upon its continued
ability to raise funds through the issuance of securities. Management's plans in
this regard are to obtain other financing until profitable operation and
positive cash flow are achieved and maintained. Although management believes
that it will be able to secure suitable additional financing for the Company's
operations, there can be no assurances that such financing will continue to be
available on reasonable terms, or at all.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, an evaluation was carried
out under the supervision and with the participation of the Company's Chief
Executive Officer and Chief Financial Officer of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms. Subsequent to the date of their evaluation, there were no
significant changes in the Company internal controls or in other factors that
could significantly affect the disclosure controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
GGH, which is the license holder for the Hankavan and Marjan properties, was the
subject of corrupt and improper demands and threats from the Minister of the
former Ministry of Environment and Natural Resources, Vartan Ayvazyan. 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, other Armenian
governmental officials have assured the Company to the contrary and Armenian
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, including international
arbitration. 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 Company filed
for arbitration under the rules under the International Chamber of Commerce,
headquartered in Paris, France, ("ICC") on December 29, 2006. The forum for this
arbitration is New York City. Damages will be determined during the arbitration
proceedings. In addition and based on the US Armenia Bilateral Investment
Treaty, Global Gold Mining filed a request for arbitration against the Republic
of Armenia for the actions of the former Minister of Environment and Natural
Resources with the International Centre for Settlement of Investment Disputes,
which is a component agency of the World Bank in Washington, D.C., ("ICSID") on
January 29, 2007. Damages will be determined during the arbitration proceedings.
The Ministry of Environment has also sent a notice to terminate Global Gold
Mining's license at Getik. Global Gold Mining continues to work at this property
and will oppose any attempt to terminate this license.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On April 12, 2007, the Company, pursuant to the terms of the Agreement, issued
150,000 shares of the Company's common stock, 75,000 each to Commander and
Bayswater. The Company issued such securities in reliance upon Section 4(2) of
the Act.
On June 15, 2007, the Company entered into an amendment to the employment
agreement of Mr. Hrayr Agnerian with respect to his employment as Senior Vice
President for Exploration and Development of the Company. The revised Employment
Agreement provides that Mr. Agnerian will receive an annual base salary of
$150,000, representing a 140% increase over his previous salary effective June
1, 2007 and is entitled to receive any bonus as determined in accordance with
any plan approved by the Board of Directors. The amended Employment Agreement
terminates on December 31, 2008. Pursuant to the revised agreement, Mr. Agnerian
was also granted an additional (i) 116,666 shares of restricted stock to vest in
three equal installments of 38,889 shares each on December 31, 2007, June 30,
2008 and December 31, 2008 and (ii) 116,666 stock options to purchase Common
Stock at $0.83 per share (the arithmetic mean of the high and low prices of the
Company's stock on June 15, 2007), to vest in equal installments of 58,333
shares each on December 31, 2007, and December 31, 2008. The restricted stock
and options previously awarded to Mr. Agnerian will continue to vest pursuant to
his original Employment Agreement. The restricted stock and options are subject
to a substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan. The Company issued
such securities in reliance upon Section 4(2) of the Act.
On June 15, 2007, the Company approved a new employment agreement for Jan Dulman
with respect to his employment as the Controller of the Company. The Board of
Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The
revised new agreement provides that Mr. Dulman will resign as Controller and
assume the title of Chief Financial Officer effective June 1, 2007 and will
receive an annual base salary of $125,000, representing a 108% increase over his
previous salary and is entitled to receive any bonus as determined in accordance
with any plan approved by the Board of Directors. The new agreement is for two
years and two months terminating on July 31, 2009. Pursuant to the new
agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to
vest in four equal installments of 37,500 shares each on January 31, 2008, July
31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to
purchase Common Stock at $0.83 per share (the arithmetic mean of the high and
low prices of the Company's stock on June 15, 2007), to vest in equal
installments of 75,000 shares each on August 1, 2007, and August 1, 2008. The
restricted stock and options previously awarded to Mr. Dulman will continue to
vest pursuant to his original Employment Agreement. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive
Plan. The Company issued such securities in reliance upon Section 4(2) of the
Act.
15
On June 15, 2007, the Company approved the employment agreement of Lester Caesar
with respect to his employment as the Controller effective June 1, 2007.
Effective August 1, 2007, Mr. Caesar will receive an annual base salary of
$30,000, representing a 29% decrease over his previous salary and is entitled to
receive any bonus as determined in accordance with any plan approved by the
Board of Directors. The new agreement is for one year commencing on August 1,
2007 and terminating on July 31, 2008. Pursuant to the new agreement, Mr. Caesar
was also granted 20,000 shares of restricted stock to vest in equal installments
of 10,000 shares each on January 31, 2007, and July 31, 2008. The restricted
stock previously awarded to Mr. Caesar will continue to vest pursuant to his
original employment agreement. The restricted stock is subject to a substantial
risk of forfeiture upon termination of his employment with the Company during
the term of the Employment Agreement. The Company issued such securities in
reliance upon Section 4(2) of the Act.
On June 18, 2007, the resignation of Mr. Michael Mason as the President of the
Company and his assumption of consultant role was effective. In connection with
this transition and pursuant to the applicable restricted stock awards from the
Company, a total of 150,000 shares and 100,000 options previously granted to Mr.
Mason did not vest and have reverted back to the Company.
On June 20, 2007, Global Gold Corporation sold $16,500 in common shares,
pursuant to exemptions from registration requirements of the Securities Act to
Drury Gallagher, the Company's Chairman Emeritus, Treasurer and Secretary. The
transaction involved the exercise of options originally issued on June 30, 2002.
The transaction involved the issuance of 150,000 shares of common stock at $0.11
per share in accordance with the options.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual shareholder meeting, on June 15, 2007, the following directors
were re-elected: Messrs. Drury J. Gallagher, Van Z. Krikorian, Nicholas J.
Aynilian, Ian C. Hague, and Harry Gilmore. Sherb & Co., LLP was also re-elected
as the Company's outside auditor.
Item 5. Other Information.
None
16
Item 6. Exhibits.
The following documents are filed as part of this report:
Unaudited Consolidated Financial Statements of the Company, including Balance
Sheet as of June 30, 2007; Statements of Operations and Comprehensive Loss for
the three-months and six-months ended June 30, 2007 and June 30, 2006, and for
the development stage period from January 1, 1995 through June 30, 2007, and
Statements of Cash Flows for the six months ended June 30, 2007 and June 30,
2006, and for the development stage period from January 1, 1995 through June 30,
2007 and the Exhibits which are listed on the Exhibit Index
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------------------------------------------------------------------------
Exhibit 3.1 Nominating and Governance Charter dated June 15, 2007. (1)
Exhibit 10.1 Employment Agreement, dated as of January 1, 2007, by and
between Global Gold Corporation and Hrayr Agnerian. (2)
Exhibit 10.2 Labrador Uranium Claims Agreement, dated January 18, 2007.
(3)
Exhibit 10.3 Cochrane Pond Option Agreement, dated April 12, 2007. (4)
Exhibit 10.4 Amended Employment Agreement, dated as of June 15, 2007, by
and between Global Gold Corporation and Hrayr Agnerian.
Exhibit 10.5 Employment Agreement, dated as of June 15, 2007, by and
between Global Gold Corporation and Jan Dulman.
Exhibit 10.6 Employment Agreement, dated as of June 15, 2007, by and
between Global Gold Corporation and Lester Caesar.
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 Financial 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 Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(1) Incorporated herein by reference to Exhibit 3.1 to the Company's current
report on Form 8-K filed with the SEC on June 20, 2007.
(2) Incorporated herein by reference to Exhibit 10.7 to the Company's annual
report on 10-KSB for the year ended December 31, 2006, filed with the SEC
on April 2, 2007.
(3) Incorporated herein by reference to Exhibit 10.3 to the Company's current
report on Form 8-K filed with the SEC on January 24, 2007.
(4) Incorporated herein by reference to Exhibit 10.3 to the Company's current
report on Form 8-K filed with the SEC on April 16, 2007.
17
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
Date: August 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van. Z. Krikorian
Chairman and Chief Executive Officer
18
EX-10.4
2
ex104.txt
AMENDED EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO
JANUARY 1, 2007
GLOBAL GOLD CORPORATION- HRAYR AGNERIAN
EMPLOYMENT AGREEMENT
AMENDMENT dated as of the 15th day of June, 2007 between
Global Gold Corporation, a Delaware corporation (the "Company"), and Hrayr
Agnerian (the "Employee") to the Employment Agreement between the parties dated
as of January 1, 2007 (the "Agreement").
W I T N E S S E T H :
WHEREAS, the Company has made the Employee Senior Vice
President, and needs the more active service of the Employee in light of the
Company's expanding efforts to obtain and exploit mining projects 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 June 1, 2007, the Employee agrees
to devote 80% 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 "33 1/3%" in the first sentence.
2. COMPENSATION. The Company increases the annual sum payable to the
Employee as base compensation salary under the Agreement to $150,000
effective as of June 1, 2007. Section 3(a) is amended accordingly and
to establish the monthly installment amount as "$12,500". In addition,
and pursuant to the decision of the Compensation Committee, the amount
of Restricted Shares to be awarded to Employee under the same terms as
the Restricted Stock Award Employee is increased from Eighty Three
Thousand Three Hundred Thirty Four (83,334) to Two Hundred Thousand
(200,000) shares (i.e. an additional One Hundred Sixteen Thousand
(116,666) shares) vesting on the same schedule and proportions as
provided in the Restricted Stock Award (i.e. 38,889 shares for each
six month period ending December 31, 2007, June 30, 2008 and December
31, 2008). In addition, and pursuant to the decision of the
Compensation Committee, the amount of stock options to be awarded to
the Employee is also increased from Eighty Three Thousand Three
Hundred Thirty Four (83,334) to options for Two Hundred Thousand
(200,000) shares (i.e. an additional One Hundred Sixteen Thousand
(116,666) options) with 58,333 vesting on December 31, 2007 and 58,333
vesting on December 31, 2008.
3. 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.
4. 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___________________________ ________________________
Van Z. Krikorian, Chairman and CEO Hrayr Agnerian
EX-10.5
3
ex105.txt
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 15th day of June, 2007 between Global Gold
Corporation, a Delaware corporation (the "Company"), and Jan Dulman, (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 financial planning, reporting, 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 Financial Officer and, in such
capacity, to be responsible for activities customarily associated with such a
position including financial analysis, monthly financial statements, forecast
review, reporting, controls, systems, budgets, tax and financial regulatory
compliance, and supervision of the controller as well as similar employees in
the United States and in countries where the Company has operations. The
Employee shall, subject to the supervision and control 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.
(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 20% of his available business time.
2. TERM. The term of this Agreement shall be for a period of two years and
two months commencing on June 1, 2007 (or such other date as mutually agreed by
the parties) and ending on July 31, 2009, and shall be automatically renewed for
consecutive one-year periods thereafter unless (a) terminated by the Employee on
120 days written notice prior to the expiration of the initial term hereof, (b)
terminated by either party on 120 days written notice prior to the expiration of
the second year hereof or any year thereafter or (c) 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 One Hundred Fifty
Thousand (150,000) 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 $125,000 for each
12-month period commencing on and after June 1st, 2007 during the term of this
Agreement, payable in equal monthly installments on the 15th day of each month.
In addition and pursuant the decision of the Compensation Committee, Employee
shall be awarded stock options to acquire One Hundred Fifty Thousand (150,000)
shares of common stock of Company at the rate of 75,000 per year vesting August
1, 2007 and 75,000 vesting August 1, 2008 (totaling 150,000) 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.
(c) The Company shall also provide health and other benefits to Employee in
accordance with the Company's plan.
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
5
(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.
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. 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. Jan Dulman, 55 Davey Drive, West Orange, NJ 07052. 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. Any stock or
options awarded to Employee pursuant to his prior agreements which are scheduled
to vest on July 31, 2007 shall vest according to the previously agreed terms.
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: __________________ ______________________
Van Z. Krikorian, Jan Dulman
Chairman and CEO
7
EXHIBIT A
Global Gold Corporation
45 East Putnam Avenue
Greenwich, CT 06830
June 15, 2007
Mr. Jan Dulman
55 Davey Drive
West Orange, NJ 07052
Re: Restricted Stock Award
Dear Mr. Dulman:
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 One Hundred Fifty Thousand (150,000) 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 August 1, 2007
within which you render the services provided herein, you shall become fully
vested in one fourth of the total Shares granted hereunder. For the next six
month periods thereafter commencing on February 1, 2008 through July 31, 2009,
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 37,500,
75,000, 112,500 and 150,000 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 August 1, 2007 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.
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.
8
(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.
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:_____________________
Van Krikorian, Chairman
Agreed:
______________________________
Jan Dulman
10
EX-10.6
4
ex106.txt
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 15th day of June, 2007 between Global Gold
Corporation, a Delaware corporation (the "Company"), and Lester Caesar, (the
"Employee") (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company continues to need 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 financial planning, reporting, 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 Controller and, in such capacity, to
be responsible for activities customarily associated with such a position
including financial analysis, monthly financial statements, forecast review,
reporting, controls, systems, budgets, tax and financial regulatory compliance,
and supervision of the assistant controller as well as similar employees in the
United States and in countries where the Company has operations. The Employee
shall, subject to the supervision and control of the Chief Financial Officer and
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.
(b) The Employee agrees to devote 20% 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 one year commencing
on August 1, 2007 (or such other date as mutually agreed by the parties) and
ending on July 31, 2008, and shall be automatically renewed for consecutive
one-year periods thereafter unless (a) terminated by the Employee on 90 days
written notice prior to the expiration of the initial term hereof, (b)
terminated by either party on 90 days written notice prior to the expiration of
any year thereafter or (c) sooner terminated as otherwise provided herein.
2
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 Twenty Thousand (20,000)
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 $30,000 for each 12-month period commencing on and
after August 1, 2005 during the term of this Agreement, payable in equal monthly
installments of $ 2,500 on the 15th day of each month.
(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.
(c) In the event that the Employee voluntarily elects not to work 20% for
the Company as contemplated hereunder, both his base compensation, and bonus
compensation, if any, to which he would otherwise have been entitled, set forth
in Section 3(a) and (b) shall be reduced.
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
5
(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.
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. 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. Lester Caesar, 8 Elizabeth Court, Briarcliff Manor, NY 10510. 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: __________________ ______________________
Van Krikorian, Lester Caesar
Chairman and CEO
7
EXHIBIT A
Global Gold Corporation
45 East Putnam Avenue
Greenwich, CT 06830
June 15, 2007
Mr. Lester Caesar
8 Elizabeth Court
Briarcliff Manor, NY 10510
Re: Restricted Stock Award
Dear Mr. Caesar:
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 Twenty Thousand (20,000) 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 August 1,
2007 within which you render the services provided herein, you shall become
fully vested in one half of the total Shares granted hereunder. For the
successive six month period thereafter commencing on February 1, 2008 through
July 31, 2008, you shall become fully vested in an additional one half of the
total Shares granted hereunder. Thus, if you complete six and then twelve months
of service as provided hereunder, you shall be vested in 10,000 and then 20,000
of the Shares granted hereunder, respectively.
2. In the event of your termination of your employment on or
before the expiration of the initial six month period commencing with August 1,
2007 the date or any subsequent six month period thereafter during the 12-month
period commencing with August 1, 2007 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.
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.
8
(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.
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.
9
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:____________________
Van Krikorian, Chairman
Agreed:
______________________________
Lester Caesar
10
EX-31.1
5
ex311.txt
SECTION 302 CEO CERTIFICATION
Exhibit 31.1
CERTIFICATIONS
I, Van Z. Krikorian, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold
Corporation for the period ended June 30, 2007;
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: August 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van Z. Krikorian
Chairman and Chief Executive Officer
EX-31.2
6
ex312.txt
SECTION 302 CFO CERTIFICATION
Exhibit 31.2
CERTIFICATIONS
I, Jan E. Dulman, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold
Corporation for the quarter ended June 30, 2007;
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: August 14, 2007 /s/ Jan E. Dulman
--------------------------
Jan E. Dulman
Chief Financial Officer
EX-32.1
7
ex321.txt
SECTION 906 CEO 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 June 30, 2007 as filed with the
Securities and Exchange Commission (the "Report"), I, Van Z. Krikorian, the
Chairman and Chief Executive 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.
Date: August 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van Z. Krikorian
Chairman and Chief Executive Officer
EX-32.2
8
ex322.txt
SECTION 906 CFO 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 June 30, 2007 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: August 14, 2007 /s/ Jan E. Dulman
---------------------------
Jan E. Dulman
Chief Financial Officer