Third Quarter Report 10QSB
September 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 September 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 November 14, 2007 there were 33,866,051 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 September 30, 2007 ................3
Consolidated Statements of Operations for the three months and
nine months ended September 30, 2007 and September 30, 2006 and
for the development stage period from January 1, 1995
(inception) through September 30, 2007 .............................4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2007 and September 30, 2006 and for the
development stage period from January 1, 1995 (inception)
through September 30, 2007 .........................................5
Notes to Consolidated Financial Statements (Unaudited) ..........6-14
Item 2. Management's Discussion and Analysis or Plan of Operation ......14-16
Item 3. Controls and Procedures ...........................................17
PART II OTHER INFORMATION
Item 1. Legal Proceedings .................................................17
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.........18
Item 3 Defaults Upon Senior Securities ...................................18
Item 4 Submission of Matters to a Vote of Security Holders ...............19
Item 5 Other Information .................................................19
Item 6. Exhibits........................................................19-20
SIGNATURES
CERTIFICATIONS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
September 30, 2007
ASSETS
CURRENT ASSETS:
Cash $ 1,316,289
Inventories 594,151
Investment in Tamaya Resources stock 1,611,733
Tax refunds receivable 99,837
Note receivable 200,000
Interest receivable 20,986
Prepaid expenses 35,859
Other current assets 83,615
-------------
TOTAL CURRENT ASSETS 3,962,469
LICENSES, net of accumulated amortization
of $831,634 2,378,302
DEPOSITS ON CONTRACTS AND EQUIPMENT 2,924,977
PROPERTY, PLANT AND EQUIPMENT, net of accumulated
depreciation of $674,637 2,496,388
-------------
$ 11,762,136
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 1,701,686
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000
shares authorized; 33,866,051 shares
issued and outstanding 33,866
Additional paid-in-capital 29,069,615
Accumulated deficit prior to
development stage (2,907,648)
Deficit accumulated during the
development stage (18,807,593)
Accumulated other comprehensive income 2,672,210
-------------
TOTAL STOCKHOLDERS' EQUITY 10,060,451
-------------
$ 11,762,136
=============
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 Nine Months Ended from
September 30, September 30, January 1, 1995
------------------------------ --------------------------------- through
2007 2006 2007 2006 September 30, 2007
-------------- -------------- -------------- ----------------- ------------------
REVENUES $ - $ - $ - $ 5,600 $ 5,985
-------------- -------------- -------------- ----------------- ------------------
EXPENSES
General and administrative 1,208,988 453,773 3,471,364 1,508,301 12,496,871
Mine exploration costs 4,523,624 884,737 5,474,347 1,640,425 9,058,072
Amortization and depreciation 275,050 183,652 679,535 328,147 1,468,416
Write-off of investment - - - - 135,723
Gain on sale of investment (1,507,085) - (1,507,085) - (319,641)
Loss/(Gain) from investment
in joint ventures - (22,007) - 30,905 (3,138,965)
Interest expense - 10,788 - 75,518 274,000
Loss/(Gain) from foreign exchange - - - - 70,971
Interest income (27,250) (79,127) (120,821) (161,862) (349,005)
-------------- -------------- -------------- ----------------- ------------------
TOTAL EXPENSES 4,473,327 1,431,816 7,997,340 3,421,434 19,696,442
-------------- -------------- -------------- ----------------- ------------------
Loss from Continuing Operations (4,473,327) (1,431,816) (7,997,340) (3,415,834) (19,690,457)
Discontinued Operations
Loss from discontinued
operations - - - - 386,413
Loss on disposal of
discontinued operations - - - - 237,808
-------------- -------------- -------------- ----------------- ------------------
Net Loss Applicable to
Common Shareholders (4,473,327) (1,431,816) (7,997,340) (3,415,834) 20,314,678)
Foreign currency translation
adjustment (262,577) (25,599) (38,738) (41,080) 412,007
Unrealized gain/(loss)
on investments (1,111,382) - 368,098 - 721,573
-------------- -------------- -------------- ----------------- ------------------
Comprehensive Net Loss $ (5,847,286) $ (1,457,415) $ (7,667,980) $ (3,456,914) $ (19,181,098)
============== ============== ============== ================= ==================
NET LOSS PER SHARE-BASIC
AND DILUTED $ (0.13) $ (0.05) $ (0.24) $ (0.13)
============== ============== ============== =================
WEIGHTED AVERAGE
SHARES OUTSTANDING 33,873,877 29,949,214 33,649,605 25,512,704
============== ============== ============== =================
The accompanying notes are an integral part of these unaudited
consolidated financial statements
4
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
January 1, 1995
January 1, 2007 January 1, 2006 Cumulative amount
through through through
September 30, 2007 September 30, 2006 September 30, 2007
------------------ ------------------ ------------------
OPERATING ACTIVITIES:
Net loss $ (7,997,340) $ (3,415,834) $ (18,807,593)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of unearned compensation 744,141 663,157 2,537,435
Stock option expense 433,810 59,792 659,704
Amortization expense 285,099 373,680 1,051,692
Depreciation expense 394,436 104,564 642,632
Gain on sale of investment in common stock (1,507,085) - (1,507,085)
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 - 30,905 12,000
Gain on extinguishment of debt - - (110,423)
Gain on sale of investments (non-cash portion) - - (2,470,606)
Other non-cash expenses - - 199,637
Changes in assets and liabilities:
Other current and non current assets (93,122) (350,309) (598,618)
Accounts payable and accrued expenses 850,704 (303,634) 2,042,304
------------------ ------------------ ------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (6,889,358) (2,837,679) (16,003,341)
------------------ ------------------ ------------------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,186,140) (389,825) (2,797,973)
Deposits on contracts and equipment (2,353,954) (2,326,684) (2,797,477)
Proceeds from sale of Armenia mining interest - - 1,891,155
Gross proceeds from sale of investment in
common stock 3,130,525 - 3,377,292
Investment in joint ventures - - (260,000)
Investment in mining licenses - (1,000,000) (4,092,936)
------------------ ------------------ ------------------
NET CASH USED IN INVESTING ACTIVITIES (409,569) (3,716,509) (4,679,939)
------------------ ------------------ ------------------
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 1,582,336 302,323 2,033,081
------------------ ------------------ ------------------
NET INCREASE (DECREASE) IN CASH (5,700,091) 5,983,166 1,304,937
CASH AND CASH EQUIVALENTS - beginning of period 7,016,380 546,912 11,352
------------------ ------------------ ------------------
CASH AND CASH EQUIVALENTS - end of period $ 1,316,289 $ 6,530,078 $ 1,316,289
================== ================== ==================
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ - $ - $ 2,683
================== ================== ==================
Interest paid $ - $ - $ 15,422
================== ================== ==================
Noncash Transactions:
Stock issued for deferred compensation $ 354,267 $ 2,233,500 $ 3,947,767
================== ================== ==================
Stock forfeited for deferred compensation $ 210,550 $ 45,000 $ 953,050
================== ================== ==================
Stock issued for mine acquisition $ 127,500 $ 1,150,000 $ 1,242,500
================== ================== ==================
Stock issued for accounts payable $ 54,395 $ - $ 25,000
================== ================== ==================
Stock issued in exchange for services $ - $ 36,000 $ -
================== ================== ==================
Forfeiture of common stock subject to put $ 1,000,000 $ - $ 1,000,000
================== ================== ==================
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 September 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 September 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 nine-month
period ended September 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 September 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 while incurring losses in excess of $20,300,000. 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; a 20% participation right in any other
projects undertaken by Iberian, or its successors, outside the 20 kilometer
zone; 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 Chilean and 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
September 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.
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 it's approximately 27 square kilometer Getik gold/uranium exploration
license area in the northeast Geghargunik province of Armenia. As of May 30,
6
2007, Global Gold Mining acquired the remaining twenty percent interest of the
Sellers in Getik Mining Company, LLC, leaving Global Gold Mining as the owner of
one hundred percent of Getik Mining Company, LLC.
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
include 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 of
September 30,
2007
-----------
Ore .................................... $ 523,503
Concentrate ............................ 17,313
Materials, supplies and other .......... 53,335
-----------
Total Inventory......................... $ 594,151
===========
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. The shares became unrestricted on May 31, 2007,
when the Iberian Resources deal to merge with Tamaya Resources Limited closed.
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. During the
quarter ended September 30, 2007, the Company sold 13,000,000 shares of the
Tamaya Resources Limited Stock that it owned which resulted in a realized gain
of $1,507,085.
Deposits on Contracts and Equipment - The Company has made several deposits for
purchases, the majority of which are 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 September 30, 2007 and 2006, the Company's outstanding
options were 1,262,500 and 662,500, respectively, and warrants were 4,466,666
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 nine months ended September 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 nine months ended September 30, 2007
was $1,177,951. 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
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.
8
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 September 30, 2007, bank deposits in the United States
exceeded federally insured limits by approximately $950,000. At September 30,
2007, the Company had approximately $115,000 in Armenian bank deposits and
$88,000 in Chilean bank deposits, which may not be insured. The Company has not
experienced any losses in such accounts through September 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 September 30, 2007.
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
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
9
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.
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.
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
10
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.
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.
Cash compensation expense for the nine months ended September 30, 2007 and
September 30, 2006 was $960,784 and $562,945, respectively.
The amount of unearned compensation amortized for the nine months ended
September 30, 2007 and September 30, 2006 was $744,141 and $663,157,
respectively.
During the quarter ended September 30, 2007, the Company paid New-Sense
Geophysics Limited a total of $440,997 for airborne magnometry work performed on
its Cochrane Pond property. New-Sense Geophysics Limited is owned and operated
by the Company's Vice President, Dr. Ted Urquhart.
4. EQUITY TRANSACTIONS
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
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. On September 16, 2007, the
11
contingency period expired without exercise, extension or amendment. The Company
has accounted for this by booking the 500,000 shares, at the fair market value
of $1,000,000, into Equity. The Company also booked the $200,000 secured loan
into Note Receivable and accrued interest from inception of Note as per the
terms of the Note above.
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.
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 (20,000 shares initial
deposit), all as described in the exhibit 10.2, 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,
several of the licenses lapsed, and Global Gold Uranium, in its own name,
successfully staked the same licenses in June 2007. As of September 30, 2007,
the Company has not issued the initial 20,000 shares of Common Stock of the
Company.
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.
On August 9, 2007 and August 19, 2007, the Company entered agreements to enter
into a joint venture and on October 29, 2007, the Company closed its joint
venture agreement with members of the Quijano family by which Global Gold
12
assumes a 51% interest in the placer and hard rock gold Madre de Dios property
in south central Chile, near Valdivia. The name of the new joint venture company
is Global Gold Valdivia.
Key agreement terms for Madre De Dios include a 1,000,000 euro payment from
Global Gold (paid as of October 30, 2007), and the following joint venture terms
equity interests set at 51%-49% in favor of Global Gold; of the 3 directors, two
(Mr. Krikorian and Dr. Ted Urquhart, Global's Vice President in Santiago) are
appointed by Global Gold; Global Gold commits to finance at least one plant and
mining operation within 6 months as well as a mutually agreed exploration
program to establish proven reserves, if that is successful, two additional
plants/operations will be financed; from the profits of the joint venture,
Global Gold will pay its partner an extra share based on the following scale of
28 million euros for (a) 5 million ounces of gold produced in 5 years or (b) 5
million ounces of gold proven as reserves according to Canadian 43-101 standards
in 5 years, all as described in the exhibit 10.7, below.
On September 5, 2007, the Company entered into a confidential agreement which
was made public on October 29, 2007, with members of the Quijano family by which
the Company has the option to earn a 51% interest in the Estrella del Sur
Gold-Platinum project on Ipun Island in Chile and another Gold-Platinum property
on Chiloe Island in Southern Chile.
Key agreement terms for the Estrella del Sur and Chiloe projects required Global
Gold to pay approximately $160,000 to cover government and license fees in
exchange for an exclusive option until January 30, 2008 to review, explore, and
form joint ventures on the properties. On or before January 31, 2008, at Global
Gold's sole option, either or both of the properties shall be transferred to a
new joint venture company (or two separate companies on the same terms). For
both properties and in consideration for forming the joint venture, Global Gold
shall pay 1,500,000 euros (or the Chilean peso equivalent) on the following
schedule: 1. January 31, 2008, 250,000 euros; 2. July 31, 2008, 250,000 euros;
3. January 30 2009, 500,000 euros; and 4. July 31 2009, 500,000 euros.
Equity interest in the joint venture company will be 51%-49% in favor of Global
Gold, and the joint venture will include 3 directors two of whom will be
appointed by Global Gold. During the period until July 31, 2009, Global Gold
shall conduct and finance a scoping study and prefeasibility study of each
property (committing to spend up to $2,000,000 USD for such exploration
activities during this period). Until January 31, 2010, Global Gold shall have
the right to opt out of all payments with no further obligation, provided
notification is given 30 days before any scheduled payment or expenditure. If
Global Gold decides to not continue with a project, it has one year to sell its
interest, providing a thirty day right of first refusal.
If either or both properties continue to production and reserves are proven by
the prefeasibility and scoping studies, Global Gold's partner will be entitled
to an extra share based on the following scale of 37,000,000 euros (15,000,000
for Chiloe and 22,000,000 for Ipun) for 3,700,000 commercially reasonable
recoverable ounces of gold plus platinum (calculated on a gold price equivalent
basis, using the monthly average of the New York COMEX price for the month in
which calculations of proven reserves are made according to Canadian 43-101
standards) based on the prefeasibility and scoping studies. Payments will come
as the joint venture produces gold or platinum as mutually agreed from no more
than 25% of Global Gold's profit from the joint venture. Part of the payments
may be in Global Gold stock on mutually agreeable terms. The economic value of
any other materials besides gold or platinum shall not be calculated as part of
this formula and instead will be shared according to joint venture terms. After
the prefeasibility and scoping studies, each party shall carry its own share of
the costs, all as described in Exhibit 10.8, below.
6. 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 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
13
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. On August 31,
2007, the Government of Armenia and Global Gold Mining, LLC jointly issued the
following statement, "{they} jointly announce that they have suspended the ICSID
arbitration pending conclusion of a detailed settlement agreement. The parties
have reached a confidential agreement in principle, and anticipate that the
final settlement agreement will be reached within 10 days of this announcement."
Despite agreement on terms, the settlement has not been concluded as of November
8, 2007. The Company has learned from public records that GeoProMining Ltd.,
through an affiliate, has become the sole shareholder of an Armenian Company,
Golden Ore, LLC, which was granted an illegal and competing license for
Hankavan. GeoProMining Ltd. is subject to the 20% obligations as successor to
Sterlite Resources, Ltd. and while the Company anticipates successful completion
of the ICSID settlement as agreed, there can be no assurances thereof. 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.
7. SUBSEQUENT EVENTS
On October 1, 2007, the Company entered an agreement with Paul Airasian to serve
as a consultant for strategic planning. The agreement is for three months
commencing on October 1, 2007 and terminating on December 31, 2007. Pursuant to
the agreement, Mr. Airasian was granted 15,000 stock options to purchase Common
Stock at $1.00 per share (the arithmetic mean of the high and low prices of the
Company's stock on October 1, 2007), to vest in equal installments of 5,000
shares per month beginning October 31, 2007. The options are subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan.
On October 3, 2007, the holders of Warrants to purchase 1,000,000 shares of the
Common Stock of the Company, at an exercise price of $1.25, 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.
In the fourth quarter of 2007, the Company sold the remaining 7,000,000 shares
of Tamaya Resources Limited that it owned for $1,827,277 in gross proceeds which
resulted in a realized gain of $953,117.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
When used in this discussion, the words "expect(s)", "feel(s)", "believe(s)",
"will", "may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, and are urged to carefully review and consider the
various disclosures elsewhere in this Form 10-QSB. The provision of Section 27A
of the Securities Act of 1933 and Section 21 of the Securities and Exchange Act
of 1934 shall apply to any forward looking information in this Form 10-QSB.
RESULTS OF OPERATIONS
NINE-MONTHS ENDED SEPTEMBER 30, 2007 AND NINE-MONTHS ENDED SEPTEMBER 30, 2006
During the nine-month period ended September 30, 2007, the Company's
administrative and other expenses were $3,471,364 which represented an increase
of $1,963,063 from $1,508,301 in the same period last year. The expense increase
was primarily attributable to higher cash compensation expense of $397,839,
stock compensation expense of $80,984, option expense of $374,018, travel
expense of $45,825 and legal expenses of $249,967. During the nine-month period
ended September 30, 2007, the Company's mine exploration costs were $5,474,347
which represented an increase of $3,833,922 from $1,640,425 in the same period
last year. The expense increase was primarily attributable to the increased
mining activity at the Tukhmanuk property of $2,184,222, at the Marjan property
of $621,033, at the Hankavan property of $307,674, and at the Canadian
properties of $613,754. During the nine-month period ended September 30, 2007,
the Company's amortization and depreciation expenses were $679,535 which
represented an increase of $201,291 from $478,244 in the same period last year.
The expense increase was primarily attributable to the increased depreciation
expense of $289,872 and a decrease in amortization expense of $88,581.
14
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2007, the Company's total assets were $11,762,136, of which
$1,316,289 consisted of cash or cash equivalents.
The Company's plan of operation for at least the next twelve months ending
September 30, 2008:
(a) To continue to fulfill the agreement requirements of the Global Gold
Valdivia joint venture by implementing ongoing plans to establish one mining and
processing operation within six months and continue exploration and further
production at that property;
(b) To continue to fulfill the agreement requirements in Chile on the Estrella
del Sur and Chiloe properties by conducting due diligence on those properties in
anticipation of the January 30, 2008 option deadline;
(c) Subject to concluding the settlement of the ICSID arbitration with the
Government of Armenia as anticipated by the parties' August 31, 2007 agreement
to suspend the arbitration, to develop the Tukhmanuk, Getik, Hankavan, Marjan,
and other mining properties in Armenia and to engage in further exploration and
acquisitions in Armenia, and to generate cash flow and establish gold, uranium,
copper, and molybdenum reserves to Western standards;
(d) To review and acquire additional mineral bearing properties in the Former
Soviet Union, South America, and North America; and
(e) Pursue additional financing through private placements, debt and/or joint
ventures.
The Company retains the right until December 31, 2009 to elect to participate at
a level of up to 20% with Sterlite Gold Ltd. or any of its affiliates in any
exploration project undertaken in Armenia. This agreement is governed by New
York law and includes New York courts as choice of forum. On October 2, 2006,
Vendanta Resourcs Plc announced that its tender to take control of Sterlite Gold
Ltd. was successful which made it a successor to the twenty percent obligation
of Sterlite Gold Ltd. In September 2007, Vedanta (and Sterlite) announced that
they had closed a stock sale transaction with GeoProMining Ltd., which made
GeoProMining Ltd. and its affiliates the successors to the 20% obligation.
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 has been upgraded. Production is anticipated
at the end of December of 2007. A new assay lab has been equipped and is
operational. Approximately 18,000 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 now until the
end of the 4th Quarter of 2007 or 1st Quarter of 2008. 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.
15
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 had 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.
On August 31, 2007, the Government of Armenia and Global Gold Mining, LLC
jointly issued the following statement, "{they} jointly announce that they have
suspended the ICSID arbitration pending conclusion of a detailed settlement
agreement. The parties have reached a confidential agreement in principle, and
anticipate that the final settlement agreement will be reached within 10 days of
this announcement." Despite agreement on terms, the settlement has not been
concluded as of November 8, 2007. The Company has learned from public records
that GeoProMining Ltd., through an affiliate, has become the sole shareholder of
an Armenian Company, Golden Ore, LLC, which was granted an illegal and competing
license for Hankavan. GeoProMining Ltd. is subject to the 20% obligations as
successor to Sterlite Resources, Ltd. and while the Company anticipates
successful completion of the ICSID settlement as agreed, there can be no
assurances thereof. 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. In the fourth quarter of 2007, the Company sold the remaining
7,000,000 shares of Tamaya Resources Limited that it owned for $1,827,277 in
gross proceeds. In addition, the Company anticipates that it might obtain
16
additional financing from the holders of its Warrants to purchase 3,466,666
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 $6,933,332 in gross proceeds.
The Company may engage in research and development related to exploration and
processing in addition to the establishment of its own laboratory at Tukhmanuk
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, debt, or sale of assets. 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.
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 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. On August 31,
2007, the Government of Armenia and Global Gold Mining, LLC jointly issued the
following statement, "{they} jointly announce that they have suspended the ICSID
arbitration pending conclusion of a detailed settlement agreement. The parties
have reached a confidential agreement in principle, and anticipate that the
final settlement agreement will be reached within 10 days of this announcement."
Despite agreement on terms, the settlement has not been concluded as of November
8, 2007. The Company has learned from public records that GeoProMining Ltd.,
through an affiliate, has become the sole shareholder of an Armenian Company,
Golden Ore, LLC, which was granted an illegal and competing license for
Hankavan. GeoProMining Ltd. is subject to the 20% obligations as successor to
Sterlite Resources, Ltd. and while the Company anticipates successful completion
of the ICSID settlement as agreed, there can be no assurances thereof. 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.
17
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 Resources
and Bayswater Uranium in connection with the option agreement on the Cochrane
Pond property, in Newfoundland. 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.
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.
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.
Item 3. Defaults Upon Senior Securities.
None
18
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
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 September 30, 2007; Statements of Operations and Comprehensive Loss
for the three-months and nine-months ended September 30, 2007 and September 30,
2006, and for the development stage period from January 1, 1995 through
September 30, 2007, and Statements of Cash Flows for the nine months ended
September 30, 2007 and September 30, 2006, and for the development stage period
from January 1, 1995 through September 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. (5)
Exhibit 10.5 Employment Agreement, dated as of June 15, 2007, by and
between Global Gold Corporation and Jan Dulman. (6)
Exhibit 10.6 Employment Agreement, dated as of June 15, 2007, by and
between Global Gold Corporation and Lester Caesar. (7)
Exhibit 10.7 Material Contract - (Unofficial English Translation)
Contractual Mining Company Agreement dated October 29, 2007. (8)
Exhibit 10.8 Material Contract - Terms for Options on Chiloe and Ipun Island
Properties Agreement dated September 5, 2007.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Chief Executive Officer pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(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.
19
(5) Incorporated herein by reference to Exhibit 10.4 to the Company's
quarterly report on Form 10-QSB for the period Ended June 30, 2007,
filed with the SEC on August 14, 2007.
(6) Incorporated herein by reference to Exhibit 10.5 to the Company's
quarterly report on Form 10-QSB for the period Ended June 30, 2007,
filed with the SEC on August 14, 2007.
(7) Incorporated herein by reference to Exhibit 10.6 to the Company's
quarterly report on Form 10-QSB for the period Ended June 30, 2007,
filed with the SEC on August 14, 2007.
(8) Incorporated herein by reference to Exhibit 10.3 to the Company's
current report on Form 8-K filed with the SEC on September 7, 2007.
20
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL GOLD CORPORATION
Date: November 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van Z. Krikorian
Chairman and Chief Executive Officer
EX-10
2
ex108.txt
EXHIBIT 10.8
Global Gold Corporation
45 East Putnam Avenue o Greenwich, CT 06830
Tel: 203.422.2300 o Fax: 203.422.2330
Email: ggc@globalgoldcorp.com
September 5, 2007
Juan Jose Quijano Fernandez
Juan Jose Quijano Claro
El Vergel 2316
Santiago Chile
RE: Terms for Options on Chiloe and Ipun Island Properties
Gentlemen:
This letter revises and confirms the terms of our agreement on the Ipun
and Chiloe projects. Our commitment, as you understand, is subject to completion
of satisfactory legal and technical due diligence.
On or before September 5, 2007, Global Gold shall pay approximately
$160,000 to cover the cost of the mensuras and license/government fees for both
the Ipuin and Chiloe properties. In exchange, Global Gold shall receive an
exclusive option until January 30, 2008 to review and explore and form joint
ventures on the properties.
On or before January 31, 2008, at Global Gold's sole option, either or
both of the Chiloe and Ipuin properties shall be transferred to a new joint
venture company (or two separate companies on the same terms). For both
properties and in consideration for forming the joint venture, you will be paid
of 1,500,000 euros (or the Chilean peso equivalent) on the following schedule:
1. January 31, 2008, 250,000 euros;
2. July 31, 2008, 250,000 euros;
3. January 30 2009, 500,000 euros; and
4. July 31 2009, 500,000 euros.
Equity interest in the joint venture company will be 51%-49% in favor of Global
Gold, and the joint venture will include 3 directors two of whom will be
appointed by Global Gold, myself and Dr. Urquhart to start. During the period
until January 3l, 2010, Global Gold shall conduct and finance a scoping study
and prefeasibility study of each property (committing to spend up to $2,000,000
USD for such exploration activities during this period). Until January 31, 2010,
Global Gold shall have the right to opt out of all payments with no further
obligation, provided notification is given 30 days before any scheduled payment
or expenditure. If Global Gold decides to not continue with a project, it has
one year to sell its interest, provided you have a thirty day right of first
refusal.
If either or both properties continue to production and reserves are
proven by the prefeasibility and scoping studies, you will be entitled to an
extra share based on the following scale of 37,000,000 euros (15,000,000 for
Chiloe and 22,000,000 for Ipuin) for 3,700,000 commercially reasonable
recoverable ounces of gold plus platinum (calculated on a gold price equivalent
basis, using the monthly average of the New York COMEX price for the month in
which calculations of proven reserves are made according to Canadian 43-101
standards) based on the prefeasibility and scoping studies. If those studies
prove only 1,850,000 ounces of gold and platinum gold equivalent, you would get
an extra profit share to total to 18,500,000 euros, and if those studies prove
7,400,000 ounces of gold and platinum gold equivalent, you would get an extra
profit share to total to 74,000,000 euros. Payments to you will come as the
joint venture produces gold or platinum as mutually agreed from no more than 25%
of Global Gold's profit from the joint venture, after the production of every
100,000 ounces. Part of our payments to you may be in Global Gold stock on
mutually agreeable terms. The economic value of any other materials besides gold
or platinum shall not be calculated as part of this formula and instead will be
shared according to joint venture terms.
After the prefeasibility and scoping studies, each party shall carry
his share of the cost; provided that you may use the amounts to which you are
entitled as extra share based on the formula above to offset your capital
contributions.
If you have any comments or questions on this feel free to call me
directly. If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this letter agreement, whereupon it will
constitute our agreement with respect to the subject matter hereof.
We all look forward to a continuing bright future together.
Sincerely yours,
Global Gold Corporation
By:________________________________
Van Z. Krikorian, Chairman
Confirmed and Agreed to this 5th day of September 2007:
___________________________
Juan Jose Quijano Fernandez
___________________________
Juan Jose Quijano Claro
2
EX-31
3
ex311.txt
CEO CERT.
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 September 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: November 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van. Z. Krikorian
Chairman and Chief Executive Officer
EX-31
4
ex312.txt
CFO CERT.
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 September 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: November 14, 2007 /s/ Jan E. Dulman
--------------------------
Jan E. Dulman
Chief Financial Officer
EX-32
5
ex321.txt
1350 CEO CERT.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the
"Company") on Form 10-QSB for the period ending September 30, 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: November 14, 2007 /s/ Van Z. Krikorian
--------------------------
Van. Z. Krikorian
Chairman and Chief Executive Officer
EX-32
6
ex322.txt
1350 CFO CERT.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the
"Company") on Form 10-QSB for the period ending September 30, 2007 as filed with
the Securities and Exchange Commission (the "Report"), I, Jan E. Dulman, the
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: November 14, 2007 /s/ Jan E. Dulman
---------------------------
Jan E. Dulman
Chief Financial Officer
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