Second Quarter Report 10Q
June 30, 2008
WARNING
This filing is best viewed using a larger screen resolution (greater than 580px). Viewing this page at a lower resolution will be difficult.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2008
[ ] 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)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ].
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]. Not applicable.
As of August 14, 2008 there were 34,117,023 shares of the issuer's Common Stock outstanding.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if smaller reporting company) Smaller reporting company [X]
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
I tem 1. Consolidated Financial Statements (Unaudited)
Con solidated Balance Sheets as of June 30, 2008 and as of December 31, 2007 (Audited) 3
Consolidated Statements of Operations for the three months and six months ended
June 30, 2008 and June 30, 2007 and for the development stage period from
January 1, 1995 (inception) through June 30, 2008 4
Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and
June 30, 2007 and for the development stage period from January 1, 1995 (inception)
through June 30, 2008 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis or Plan of Operation 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4T. Controls and Procedures 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits 18
SIGNATURES
CERTIFICATIONS
--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
ITEM I- Financial Statements
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2008 December 31, 2007
(Unaudited) (Audited)
CURRENT ASSETS:
Cash $ 69,622 $ 298,032
Inventories 714,502 602,412
Tax refunds receivable 116,547 104,574
Royalty receivable 12,074 25,449
Prepaid expenses 15,444 23,852
Other current assets 56,598 94,259
TOTAL CURRENT ASSETS 984,786 1,148,578
LICENSES, net of accumulated amortization of $1,185,855 and $926,668, respectively 3,799,746 3,937,433
DEPOSITS ON CONTRACTS AND EQUIPMENT 1,255,371 1,694,016
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $1,233,169 and $854,453, respectively 3,099,968 2,836,118
$ 9,139,871 $ 9,616,145
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,304,559 $ 1,587,213
Short term note payable to Director 2,340,000 -
TOTAL CURRENT LIABILITIES 3,644,559 1,587,213
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized;
34,117,023 shares issued and outstanding 34,117 33,866
Additional paid-in-capital 30,093,791 29,318,147
Accumulated deficit prior to development stage (2,907,648 ) (2,907,648 )
Deficit accumulated during the development stage (23,820,581 ) (20,527,133 )
Accumulated other comprehensive income 2,095,633 2,111,700
TOTAL STOCKHO LDERS' EQUITY
5,495,311 8,028,932
$ 9,139,871 $ 9,616,145
The accompanying notes are an integral part of these financial statements
3
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Cumulative amount
from
Three Months Ended Six Months Ended January 1, 1995
June 30, June 30, through
2008 2007 2008 2007 June 30, 2008
REVENUES $ 12,074 $ - $ 12,074 $ - $ 53,907
EXPENSES:
General and administrative 1,044,274 934,391 2,026,960 2,262,376 15,998,795
Mine exploration costs 488,260 592,277 620,545 950,723 10,701,992
Amortization and depreciation 316,853 226,636 615,349 404,485 2,299,534
Write-off on investment - - - - 135,723
Gain on sale of investment - - - - (2,779,778 )
Loss/(Gain) from investment in joint ventures - - - - (3,138,965 )
Interest expense 39,699 - 45,233 - 319,233
Loss/(Gain) on foreign exchange - - - - 70,971
Interest income - (35,215 ) (2,564 ) (93,571 ) (357,238 )
TOTAL EXPENSES 1,889,087 1,718,089 3,305,524 3,524,013 23,250,268
Loss from Continuing Operations (1,877,012 ) (1,718,089 ) (3,293,449 ) (3,524,013 ) (23,196,361 )
Discontinued Operations:
Loss from discontinued operations - - - - 386,413
Loss on disposal of discontinued operations - - - - 237,808
Net Loss Applicable to Common Shareholders (1,877,012 ) (1,718,089 ) (3,293,449 ) (3,524,013 ) (23,820,582 )
Foreign currency translation adjustment 225,875 138,561 100,433 223,839 2,745,339
Unrealized gain on investments - 1,357,920 - 1,479,480 353,475
Comprehensive Net Loss $ (1,651,137 ) $ (221,608 ) $ (3,193,016 ) $ (1,820,694 ) $ (20,721,768 )
NET LOSS PER SHARE-BASIC
AND DILUTED $ (0.06 ) $ (0.05 ) $ (0.10 ) $ (0.11 )
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND DILUTED 34,097,792 33,630,859 33,982,189 33,535,610
The accompanying notes are an integral part of these financial statements
4
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Enterprise)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
January 1, 1995
January 1, 2008 January 1, 2007 Cumulative amount
through through through
June 30, 2008 June 30, 2007 June 30, 2008
OPERATING ACTIVITIES:
Net loss $ (3,293,449 ) $ (3,524,013 ) $ (23,820,582 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of unearned compensation 457,552 483,178 3,237,346
Stock option expense 123,838 343,812 831,178
Amortization expense 259,186 190,066 1,405,912
Depreciation expense 356,163 214,419 1,119,530
Accrual of stock bonuses - - 56,613
Write-off of investment - - 135,723
Loss on disposal of discontinued operations - - 237,808
Equity in loss on joint venture - - 12,000
Gain on extinguishment of debt - - (110,423 )
Gain on sale of investments (non-cash portion) - - (2,470,606 )
Other non-cash expenses 2,979 - 176,004
Changes in assets and liabilities:
Other current and non current assets 374,027 (1,428,338 ) (1,807,206 )
Accounts payable and accrued expenses (198,091 ) (559,512 ) 1,729,740
NET CASH FLOWS USED IN OPERATING ACTIVITIES (1,917,795 ) (4,280,388 ) (19,266,963 )
INVESTING ACTIVITIES:
Purchase of property, plan and equipment (642,566 ) (394,010 ) (3,960,085 )
Proceeds from sale of Armenia mining interest - - 1,891,155
Proceeds from sale of Tamaya Common Stock - basis not in income - - 2,497,600
Proceeds from sale of investment in common stock of Sterlite Gold - - 246,767
Investment in joint ventures - - (260,000 )
Investment in mining licenses (9,000 ) - (5,756,101 )
NET CASH USED IN INVESTING ACTIVITIES (651,566 ) (394,010 ) (5,340,664 )
FINANCING ACTIVITIES:
Net proceeds from private placement offering - 16,500 17,680,104
Repurchase of common stock - - (25,000 )
Due to related parties 2,340,000 - 2,317,782
Warrants exercised - - 2,322,250
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 2,340,000 16,500 22,295,136
EFFECT OF EXCHANGE RATE ON CASH 951 328,360 2,370,761
NET INCREASE (DECREASE) IN CASH (228,410 ) (4,329,538 ) 58,270
CASH AND CASH EQUIVALENTS - beginning of period 298,032 7,016,380 11,352
CASH AND CASH EQUIVALENTS - end of period $ 69,622 $ 2,686,842 $ 69,622
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ - $ - $ 2,683
Interest paid $ - $ - $ 15,422
Noncash Transactions:
Stock issued for deferred compensation $ - $ 408,662 $ 3,947,767
Stock forfeited for deferred compensation $ - $ 187,500 $ 953,050
Stock issued for mine acquisition $ 112,500 $ 127,500 $ 1,355,000
Stock issued for accounts payable $ - $ - $ 25,000
Mine acquisition costs in accounts payables $ - $ - $ 50,697
The accompanying notes are an integral part of these financial statements
5
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Unaudited Consolidated Financial Statements June 30, 2008
1. ORGANIZATION, DESCRIPTION OF BUSINESS, AND BASIS FOR PRESENTATION
The accompanying consolidated financial statements present the available development stage activities information of the Company from January 1, 1995, the period commencing the Company's operations as Global Gold Corporation (the "Company" or "Global Gold") and Subsidiaries, through June 30, 2008.
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, 2007 annual report on Form 10-KSB. The results of operations for the six month period ended June 30, 2008 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2008. The Company operates in a single segment of activity, namely the acquisition of certain mineral property, mining rights, and their subsequent development.
The consolidated financial statements at June 30, 2008, 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 $53,907 (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 $23,800,000. On December 19, 2006, Global Gold Mining LLC 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 June 30, 2008 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.
Global Gold is currently in the development stage. It is engaged in exploration for, and development and mining of, gold, uranium, and other minerals in Armenia, Canada and Chile. The Company's headquarters are located in Greenwich, CT and its subsidiaries maintain offices and staff in Yerevan, Armenia, Santiago, Chile and Toronto, Canada. The Company was incorporated as Triad Energy Corporation in the State of Delaware on February 21, 1980 and, as further described hereafter, conducted other business prior to its re-entry into the development stage of mineral exploration and mining on January 1, 1995. During 1995, the Company changed its name from Triad Energy Corporation to Global Gold Corporation to pursue certain gold and copper mining rights in the former Soviet Republics of Armenia and Georgia. The Company's stock is publicly traded. The Company employs approximately 100 people globally on a year round basis and an additional 200 people on a seasonal basis.
In Armenia, the Company's focus is primarily on the exploration, development and production of gold at the Tukhmanuk property in the North Central Armenian Belt. The Company is also focused on the exploration and development of the Marjan and an expanded Marjan North property. In addition, the Company is exploring and developing other sites in Armenia including the Company's Getik property. The Company also holds royalty and participation rights in other locations in the country through affiliates and subsidiaries.
In Chile, the Company has entered into an agreement on July 31, 2008 (the “July 31, 2008 Agreement”) to sell all of the Company’s interest in its mining claims and properties in Chile (the “Chilean Interests”) as further described in the Subsequent Events section below.
6
--------------------------------------------------------------------------------
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 July 31, 2008, the Company entered the July 31, 2008 Agreement to sell the Chilean Interests as further described in the Subsequent Events section below.
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, royalty and participation interests, as well as 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 April 28, 2008, the Company was issued a twenty-five year “special mining license” for the Marjan property effective April 22, 2008 and expiring April 22, 2033 which expands the prior license term and substantially increases the license area from approximately 1,400 acres to approximately 4,800 acres.
On August 1, 2005, Global Gold Mining acquired 51% of the Armenian limited liability company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property and seven surrounding exploration sites. On August 2, 2006, Global Gold Mining acquired the remaining 49% interest of Mego-Gold, LLC, leaving Global Gold Mining as the owner of 100% of Mego-Gold, LLC. On May 22, 2008, the government of Armenia issued a “special exploration license” to the Company for the Tukhmanuk mining property. The license is effective May 13, 2008 and expires on May 13, 2010 with the option of being extended for an additional two years after that. The special exploration license does not affect the Company’s existing mining license over the smaller “Central Section” of the property. The special exploration license expands the prior license term and increases the license area by approximately 618 acres, from approximately 10,297 acres to approximately 10,915 acres.
On January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of the Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company, LLC") and its approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia. As of May 30, 2007, Global Gold Mining acquired the remaining 20% interest of the Sellers in Getik Mining Company, LLC, leaving Global Gold Mining as the owner of 100% 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.
On August 9, 2007 and August 19, 2007, the Company, through Minera Global, signed letters of intent to enter into a joint venture agreement and on October 29, 2007, the Company closed its joint venture agreement with members of the Quijano family by which Minera Global assumes a 51% interest in the placer and hard rock gold Madre de Dios and Pureo properties in south central Chile, near Valdivia. The name of the new joint venture company is Global Gold Valdivia. In 2007, the Company entered into an agreement with members of the Quijano family by which the Company had the option to earn a 51% interest in the Estrella del Sur gold-platinum project on Ipun Island and another gold-platinum property on Chiloe Island, both in Southern Chile. The agreement dated August 9, 2007, was subject to confidentiality provisions, and became effective on October 29, 2007 On April 8, 2008, the board of directors of the Company approved an amendment executed March 31, 2008 to the above option agreement for mining properties on Ipun Island and Chiloe Island in Southern Chile. The key terms of the amendment transfer the Chiloe and Ipun licenses to the existing Global Gold Valdivia company and require the Company to deliver 250,000 restricted shares of Common Stock of the Company on or before May 1, 2008, which were issued. Bonus payments to members of the Quijano family shall be calculated on the same basis as in the existing Global Gold Valdivia agreement, that is the total produced and proven gold and platinum equivalent of gold shall be aggregated with the amounts from the Madre de Dios and Pureo areas in calculating bonus amounts. On July 31, 2008, the Company entered the July 31, 2008 Agreement to sell the Chilean Interests as further described in the Subsequent Events section below.
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.
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.
7
--------------------------------------------------------------------------------
Fair Value of Financial Instruments - The Company's financial instruments includes cash, receivables, and accounts payable and accrued expenses. The Company believes that the carrying amounts of these instruments are reasonable estimates of their fair value because of the short-term nature of such instruments.
Inventory - Inventory consists of the following at June 30, 2008 and December 31, 2007:
For Six Months For Year Ended
Ended June 30, December 31,
2008 2007
Ore $ 522,872 $ 522,872
Concentrate 59,864 -
Materials, supplies and other 131,766 79,539
Total Inventory $ 714,502 $ 602,411
Ore inventory consists of unprocessed ore and gold concentrate at the Tukhmanuk mining site in Armenia. The unprocessed ore and gold concentrate is stated at the lower of cost or market.
Investment in Tamaya Resources Limited Stock - The Company classifies its marketable equity securities as available for sale in accordance with SFAS No. 115. During the year ended December 31, 2007, the Company sold all 20,000,000 shares of the Tamaya Resources Limited Stock that it owned which resulted in a realized gain of $2,460,137. As of December 31, 2007, the Company no longer had any investment in Tamaya Resources Limited Stock.
Deposits on Contracts and Equipment - The Company has made several deposits for purchases, the majority of which is for the potential acquisition of new 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.
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.
During the transition period of the Company's adoption of SFAS 123R, the weighted-average fair value of options has been estimated on the date of grant using the Black-Scholes options-pricing model with the following weighted-average assumptions used:
Expected Life (Years) 1-3
Interest Rate 5.0-5.7 %
Annual Rate of Dividends 0 %
Volatility 100-145 %
For the six months ended June 30, 2008, net loss and loss per share include the actual deduction for stock-based compensation expense. The total stock-based compensation expense for the six months ended June 30, 2008 and 2007 was $581,389 and $821,782, respectively. The expense for stock-based compensation is a non-cash expense item.
Comprehensive Income - The Company has adopted Statement of Financial Accounting Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income". Comprehensive income is comprised of net income (loss) and all changes to stockholders' equity (deficit), except those related to investments by stockholders, changes in paid-in capital and distribution to owners.
8
--------------------------------------------------------------------------------
The following table summarizes the computations reconciling net loss to comprehensive loss for the six months ended June 30, 2008 and 2007.
Six Months Ending June 30,
2008 2007
Net loss
$ (3,293,449) $ (3,524,013)
Unrealized gain/(loss) arising during the year $ 100,433 $ 1,703,319
Comprehensive loss $ (3,193,016) $ (1,820,694)
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 year-end exchange rates. Income and expense items are translated at average exchange rates during the year. Cumulative translation adjustments are shown as a separate component of stockholders' equity.
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.
Depreciation, Depletion and Amortization - Capitalized costs are depreciated or depleted using the straight-line method over the shorter of estimated productive lives of such facilities or the useful life of the individual assets. Productive lives range from 1 to 10 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.
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.
9
--------------------------------------------------------------------------------
Reclamation and Remediation Costs (Asset Retirement Obligations) - Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on management's current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations. Accordingly, no such costs were accrued at December 31, 2007 or June 30, 2008.
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.
Revenue Recognition - Sales are recognized and revenues are recorded when title transfers and the rights and obligations of ownership pass to the customer. The majority of the company's metal concentrates are sold under pricing arrangements where final prices are determined by quoted market prices in a period subsequent to the date of sale. In these circumstances, revenues are recorded at the times of sale based on forward prices for the expected date of the final settlement. The Company also possesses Net Smelter Return ("NSR") royalty from non-affiliated companies. As the non-affiliated companies recognize revenue, as per above, the Company is entitled to its NSR royalty percentage and royalty income is recognized and recorded. In 2008 and 2007, the Company recognized $12,074 and $25,449, respectively, of royalty income form a 2.5% NSR royalty from Tamaya Resources Limited’s Lichkvadz-Tei and Terterasar properties in Armenia.
New Accounting Standards:
In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement's scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting--the acquisition method--to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.
This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141's cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.
This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.
This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management believes this Statement will have no impact on the financial statements of the Company once adopted.
In December 2007, the FASB issued FASB Statement No. 160 - Non-controlling Interests in Consolidated Financial Statements - an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance.
This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.
10
--------------------------------------------------------------------------------
A non-controlling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (a) The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity, (b) The amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, (c) Changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent's ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment rather than the carrying amount of that retained investment, (e) Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.
This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted.
In March 2008, the FASB issued FASB Statement No. 161, which amends and expands the disclosure requirements of FASB Statement No. 133 with the intent to provide users of financial statements with an enhanced understanding of; how and why an entity uses derivative instruments, how the derivative instruments and the related hedged items are accounted for and how the related hedged items affect an entity’s financial position, performance and cash flows. This Statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008. Management believes this Statement will have no impact on the financial statements of the Company once adopted.
3. PROPERTY, PLANT AND EQUIPMENT
The following table illustrates the capitalized cost less accumulated depreciation arriving at the net carrying value on our books at June 30, 2008 and December 31, 2007.
For Six Months For Year Ended
Ended June 30, December 31,
2008 2007
Property, plant and equipment $ 4,333,137 $ 3,690,571
Less accumulated depreciation (1,233,169 ) (854,453 )
$ 3,099,968
$ 2,836,118
The Company had depreciation expense for the six months ended June 30, 2008 and 2007 of $356,163 and $214,419, respectively.
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of June 30, 2008, the accounts payable and accrued expenses consisted of the following:
For Six Months For Year Ended
Ended June 30, December 31,
2008 2007
Drilling work payable $ 416,623 $ 1,070,459
Accounts payable 704,254 285,468
Accrued expenses 183,682 231,286
$ 1,304,559 $ 1,587,213
11
--------------------------------------------------------------------------------
5. SEGMENT REPORTING BY GEOGRAPHIC AREA
The Company sells its products to various customers primarily in former Soviet Union. The Company performs ongoing credit evaluations on its customers and generally does not require collateral. The Company operates in a single industry segment, production of gold and other precious metals including royalties from other non-affiliated companies production of gold and other precious metals.
For the six months ending June 30, 2008 and 2007, the Company’s revenue was $12,074 and $0, respectively, which was all derived from Armenia.
The following summarizes identifiable assets by geographic area:
For Six Months For Year Ended
Ended June 30, December 31,
2008 2007
Armenia $ 6,454,358 $ 6,703,566
Chile 2,172,744 2,205,715
Canada 368,382 368,382
United States 144,387 338,482
$ 9,139,871 $ 9,616,145
The following summarizes operating losses before provision for income tax:
For Six Months Ended June 30,
2008 2007
Armenia $ 1,757,976 $ 1,797,002
Chile 296,763 20,366
Canada (*) (118,379 ) -
United States 1,357,089 1,706,645
$ 3,293,449 $ 3,524,013
(*) Canada includes a refund of Government fees paid in 2007 which were reimbursed in 2008 after completion of exploration work and filing of necessary reports.
5. 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 and Armenia. Bank deposits in the United States did not exceed federally insured limits as of June 30, 2008 but did exceed federally insured limits by approximately $101,000 as of December 31, 2007. As of June 30, 2008 and December 31, 2007, the Company had approximately $17,500 and $163,000, respectively, in Armenian bank deposits and $2,000 and $70,000, respectively, in Chilean bank deposits, which may not be insured. The Company has not experienced any losses in such accounts through June 30, 2008.
The majority of the Company's present activities are in Armenia and Chile. 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.
6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors:
On February 7, 2008, the Company received a short term loan in the amount of $260,000, an additional $280,000 loan on March 10, 2008, and an additional $300,000 loan on April 14, 2008 (collectively, the “Loans”), from Ian Hague, a director of the Company, which Loans accrue interest, from the day it is issued and until the day it is repaid by the Company, at an annual rate of 10%. The Company promises to repay, in full, the Loan and all the Interest accrued thereon on the sooner of: (1) Mr. Hague’s demand after June 6, 2008; or (2) from the proceeds of any financing the company receives over $1,000,000. The Company may prepay this loan in full at any time. But if it is not repaid by June 10, 2008, Mr. Hague will have the right, among other rights available to Mr. Hague under the law, to convert the loan plus accrued interest to Common Stock of the Company at the price calculable and on the terms of the the Global Gold Corporation 2006 Stock Incentive Plan. In addition, Mr. Hague will have the right at any time to convert the terms of all or a portion of the Loan to the terms provided to any third party investor or lender financing the company.
12
--------------------------------------------------------------------------------
In connection with the Loan, pursuant to the Company’s standing policies, including it’s Code of Business Conduct and Ethics and Nominating and Governance Charter, the Board of Directors, acting without the participation of Mr. Hague, reviewed and approved the Loan and its terms, and determined the borrowings to be in the Company’s best interest. On May 12, 2008, the Company received an advance of $1,500,000 and an additional advance of $800,000 on July 7, 2008 (collectively, the “Advances”), from Mr. Hague on the anticipated signing of the July 31, 2008 Agreement.
On February 11, 2008, the Company issued a stock bonus to Dr. Urquhart of 100,000 shares of common stock at $0.55 per share for a total value of $55,000 based on the market share price on December 14, 2007 when they were authorized. The shares were issued for services rendered in 2007 and immediately vested.
The Company also declared stock bonuses to 82 employees in Armenia for a total of 26,750 shares of common stock at $0.55 per share for a total value of $14,713 based on the market share price on December 14, 2007 when they were authorized. The $69,713 was included in officers' compensation and in accounts payable and accrued expenses as of December 31, 2007. The stock was issued on February 11, 2008.
On February 11, 2008, the Company also declared stock bonuses to 8 key employees in Armenia for a total of 27,000 shares of common stock at $0.55 per share for a total value of $14,850, based on the market share price on December 14, 2007 when they were authorized, which vest over 2 years. As of December 31, 2007, the $14,850 was included in unearned compensation and in accounts payable and accrued expenses.
On April 8, 2008, the Company issued as directors fees to each of the five directors (Nicholas Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague, and Van Z. Krikorian) stock options to purchase 100,000 Common Stock of the Company each at $0.45 per share, vesting on October 8, 2008. The option grants were made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
7. EQUITY TRANSACTIONS
Effective February 12, 2008, Global Gold Mining exercised the option to convert $229,167 debt (including principal and accrued interest) at the rate of $1.50 per share to 152,778 shares of the Company stock, which shall be cancelled terminating the September 12, 2006 convertible promissory note agreement described below. On August 2, 2006 the Company announced that 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. On September 12, 2006, GGM loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan ("Maker") for the benefit of both the sellers of Mego-Gold, LLC, 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, had 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. Shares of the Company's common stock were pledged as security for the obligations under the convertible note.
On April 8, 2008, the board of directors of the Company approved an amendment executed March 31, 2008 to the above option agreement for mining properties on Ipun Island and Chiloe Island in Southern Chile. The key terms of the amendment transfer the Chiloe and Ipun licenses to the existing Global Gold Valdivia company and require the Company to deliver 250,000 restricted shares of Common Stock of the Company on or before May 1, 2008, which shares were issued.
8. AGREEMENTS
Global Gold entered into an extension on an agreement 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. The date by which the Company must exercise its option has been extended to March 31, 2008, as the Company continues to conduct due diligence. The mineral concessions were acquired by the joint venture partner by map staking and Ministerial approval. The original agreement dated August 9, 2007, became effective on October 29, 2007 see Exhibits 10.3 and 10.4 below. The extension agreement dated December 28, 2007, was subject to confidentiality provisions, and became effective on January 11, 2008, see Exhibit 10.5, below.
On April 8, 2008, the board of directors of the Company approved an amendment executed March 31, 2008 to the above option agreement for mining properties on Ipun Island and Chiloe Island in Southern Chile. The key terms of the amendment transfer the Chiloe and Ipun licenses to the existing Global Gold Valdivia company and require the Company to deliver 250,000 restricted shares of Common Stock of the Company on or before May 1, 2008. Bonus payments to members of the Quijano family shall be calculated on the same basis as in the existing Global Gold Valdivia agreement, that is the total produced and proven gold and platinum equivalent of gold shall be aggregated with the amounts from the Madre de Dios and Pureo areas in calculating bonus amounts.
13
--------------------------------------------------------------------------------
The Global Gold Valdivia joint venture company terms include 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 will pay its partner an extra share based on the following scale of 28 million euros for (a) 5 million ounces of gold or platinum equivalent of gold produced in 5 years or (b) 5 million ounces of gold or platinum equivalent of gold proven as reserves according to Canadian 43-101 standards in 5 years, all as described in the exhibit 10.4, below.
In connection with its private placement of stock in Global Gold which closed on April 4, 2006, the Company issued warrants dated April 4, 2006 to acquire a total of 3,466,666 additional shares of the Company "at any time or from time to time before 5:30 P.M., Eastern Standard Time on the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater." Pursuant to the decision of the Board of Directors on March 25, 2008, the Company has extended the April 1, 2008 expiration date on the warrants to December 31, 2008.
9. 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 of Armenia, Mr. Vardan Ayvazyan. The Company reported this situation to the appropriate authorities in Armenia and in the United States. Although the Minister took the position that the licenses at Hankavan and Marjan were terminated, other Armenian governmental officials have assured the Company to the contrary and Armenian public records confirmed the continuing validity of the licenses. The Company 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. 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 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." 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. As of February 25, 2008 Global Gold Mining entered into a conditional, confidential settlement agreement with the Government of the Republic of Armenia to discontinue the ICSID arbitration proceedings, and the ICSID arbitration was discontinued on May 2, 2008. Neither the agreement nor the discontinuance affects the pending ICC arbitration involving similar subject matter. On June 25, 2008, the Federal District Court for the Southern District of New York issued an order in Global Gold Mining’s favor ordering that Vardan Ayvazian be a respondent in ICC Case No. 14 770/EBS, and that the tribunal of arbitrators convened in ICC Case No. 14 770/EBS shall finally resolve the claims brought by Global Gold Mining against him; and that Ayvazian shall pay costs Global Gold Mining; and that Global Gold Mining may move for attorney’s fees pursuant to Rule 54(d) of the Federal Rules of Civil Procedure within 14 days of entry thereof. The ICC is proceeding with the arbitration.
10. SUBSEQUENT EVENTS
As of July 31, 2008, the Company entered into an agreement to sell all of the Company’s Chilean Interests in exchange for five million dollars (“Purchase Price”) to a private company Madre Gold, LLC, a Delaware Limited Liability Company (“MG”). The Company will also receive a production royalty of 2.5%, and will be the operator and developer of the property, providing office space, and services of the Company’s employees and technical assistance for development, production and exploration of the Chilean Interests through August 31, 2009. The sale of the Chilean Interests is subject to final due diligence to be completed before the September 15, 2008 closing date, all as described in Exhibit 10.6, below.
The Chilean Interests include one hundred percent of the membership interest in Global Oro LLC and Global Plata LLC, each Delaware limited liability companies which in turn own a hundred percent of Minera Global Chile Limitada, a Chilean company which owns fifty-one percent of Global Gold Valdivia (the “Joint Venture”), a Chilean joint venture company that owns operations in the Valdivia region and Chiloe and Ipun Islands, together with a royalty and related rights in Santa Candelaria.
MG is a privately held company whose owners include Ian Hague, a director and shareholder of the Company. Mr. Hague recused himself from Company decisions related to this transaction, which was approved in accordance with the Company’s good governance standards.
14
--------------------------------------------------------------------------------
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-Q. 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-Q.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2008 AND SIX MONTHS ENDED JUNE 30, 2007
During the six month period ended June 30, 2008, the Company's administrative and other expenses were $2,026,960 which represented a decrease of $235,416 from $2,262,376 in the same period last year. The expense decrease was primarily attributable to lower stock compensation expense of $25,627, option expense of $219,775, legal expenses of $210,992 and an increase in license fees of $162,292. During the six -month period ended June 30, 2008, the Company's mine exploration costs were $620,545 which represented a decrease of $330,178 from $950,723 in the same period last year. The expense decrease was primarily attributable to the decreased mining activity at the Tukhmanuk property of $261,241, at the Canadian properties of $118,379, and increased mining activity at the Chilean properties of $68,500.
During the six-month period ended June 30, 2008, the Company's amortization and depreciation expenses were $615,349 which represented an increase of $210,864 from $404,485 in the same period last year. The expense increase was primarily attributable to the increased depreciation expense of $141,744 and an increase in amortization expense of $69,120.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2008, the Company's total assets were $9,139,871, of which $69,222 consisted of cash or cash equivalents.
The Company's plan of operation for at least the next twelve months ending June 30, 2009:
(a) To increase and maintain production at the Tukhmanuk property in Armenia at the rates of 8,000 tonnes of ore per month and gold production of 200 or more ounces of gold per month, to continue trials and implement new processing technology of gold recovery considering the particular metallurgical composition of ore being mined at Tukhmanuk, to generate income from offering services from the ISO certified lab operating at Tukhmanuk, and to continue to explore this property to confirm historical reserve reports, and to explore and develop Marjan, Getik and other mining properties in Armenia and to generate cash flow and establish gold, uranium, copper, and molybdenum reserves to Western standards;
(b) To continue uranium exploration activities in the Canadian province of Newfoundland and Labrador;
(c) To review and acquire additional mineral bearing properties in the former Soviet Union, South America, and North America; and
(d) Pursue additional financing through private placements, asset sales, 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, Vedanta 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.
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 or debt to finance its planned activities.
15
--------------------------------------------------------------------------------
The Company anticipates that it might obtain 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 December 31, 2008, as extended. 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 at Tukhmanuk during 2008, but 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. Quantitative and Qualitative Disclosures About Market Risk
The Company does not hold any market risk sensitive instruments nor does it have any foreign currency exchange agreements. The Company maintains an inventory of unprocessed ore and gold concentrate which are carried on the balance sheet at $522,872 and $59,864, respectively, with our Armenian subsidiary Mego-Gold LLC. The Company does not maintain any commodity hedges or futures arrangements with respect to this unprocessed ore.
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 and Armenia. Bank deposits in the United States did not exceed federally insured limits as of June 30, 2008 but did exceed federally insured limits by approximately $101,000 as of December 31, 2007. As of June 30, 2008 and December 31, 2007, the Company had approximately $17,500 and $163,000, respectively, in Armenian bank deposits and $2,000 and $70,000, respectively, in Chilean bank deposits, which may not be insured. The Company has not experienced any losses in such accounts through June 30, 2008.
The majority of the Company's present activities are in Armenia and Chile. 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.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of March 31, 2008. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's internal control report over financial reporting was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except raw material and work in process physical inventories are being performed at the end of each quarter.
16
--------------------------------------------------------------------------------
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 of Armenia, Mr. Vardan Ayvazyan. The Company reported this situation to the appropriate authorities in Armenia and in the United States. Although the Minister took the position that the licenses at Hankavan and Marjan were terminated, other Armenian governmental officials have assured the Company to the contrary and Armenian public records confirmed the continuing validity of the licenses. The Company 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. 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 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." 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. As of February 25, 2008 Global Gold Mining entered into a conditional, confidential settlement agreement with the Government of the Republic of Armenia to discontinue the ICSID arbitration proceedings, and the ICSID arbitration was discontinued on May 2, 2008. Neither the agreement nor the discontinuance affects the pending ICC arbitration involving similar subject matter. On June 25, 2008, the Federal District Court for the Southern District of New York issued an order in Global Gold Mining’s favor ordering that Vardan Ayvazian be a respondent in ICC Case No. 14 770/EBS, and that the tribunal of arbitrators convened in ICC Case No. 14 770/EBS shall finally resolve the claims brought by Global Gold Mining against him; and that Ayvazian shall pay costs Global Gold Mining; and that Global Gold Mining may move for attorney’s fees pursuant to Rule 54(d) of the Federal Rules of Civil Procedure within 14 days of entry thereof. The ICC is proceeding with the arbitration.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual shareholder meeting, on June 13, 2008, 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
17
--------------------------------------------------------------------------------
Item 6. Exhibits.
The following documents are filed as part of this report:
Unaudited Consolidated Financial Statements of the Company, including Balance Sheets as of June 30, 2008 and as of December 31, 2007; Statements of Operations and Comprehensive Loss for the six-months and three-months ended June 30, 2008 and June 30, 2007, and for the development stage period from January 1, 1995 through June 30, 2008, and Statements of Cash Flows for the six months June 30, 2008 and June 30, 2007, and for the development stage period from January 1, 1995 through June 30, 2008 and the Exhibits which are listed on the Exhibit Index
EXHIB IT NO. DESCRIPTION OF EXHIBIT
Exhibit 10.3
Material Contract - Madre de Dios Mining Property Joint Venture and Options for Chiloe and Ipun Island Properties Agreement dated as of August 9, 2007. (1)
Exhibit 10.4 Material Contract - (Unofficial English Translation)
Contractual Mining Company Agreement dated October 29, 2007. (2)
Exhibit 10.5
Material Contract - (Unofficial English Translation) Options for Chiloe and Ipun Island Properties Extension Agreement dated December 28, 2007. (3)
Exhibit 10.6
Material Contract – Agreement to sell all of the Company’s interest in its mining claims and properties in Chile dated July 31, 2008. (4)
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 10.3 to the Company's current report on Form 8-K filed with the SEC on September 7, 2007.
(2) Incorporated herein by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed with the SEC on November 1, 2007.
(3) Incorporated herein by reference to Exhibit 10.5 to the Company's current report on Form 8-K filed with the SEC on February 12, 2008.
(4) Incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on August 4, 2008.
18
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL GOLD CORPORATION
Date: Augu st 14, 2008 /s/ Van Z. Krikorian
Van Z. Krikorian
Chairman and Chief Executive Officer
--------------------------------------------------------------------------------
Exhibit 31.1
CERTIFICATIONS
I, Van Z. Krikorian, certify that:
1) I have reviewed this Quarterly Report on Form 10-Q of Global Gold Corporation for the period ended June 30, 2008;
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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
d) Disclosed in this Quarterly Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 14, 2008 /s/ Van Z. Krikorian
Van. Z. Krikorian
Chairman and Chief Executive Officer
--------------------------------------------------------------------------------
Exhibit 31.2
CERTIFICATIONS
I, Jan E. Dulman, certify that:
1) I have reviewed this Quarterly Report on Form 10-Q of Global Gold Corporation for the quarter ended June 30, 2008;
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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
d) Disclosed in this Quarterly Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 14, 2008 /s/ Jan E. Dulman
Jan E. Dulman
Chief Financial Officer
--------------------------------------------------------------------------------
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the "Company") on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission (the "Report"), I, Van Z. Krikorian, the Chairman and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 14, 2008 /s/ Van Z. Krikorian
Van. Z. Krikorian
Chairman and Chief Executive Officer
--------------------------------------------------------------------------------
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-Q for the period ending June 30, 2008 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: August 14, 2008 /s/ Jan E. Dulman
Jan E. Dulman
Chief Financial Officer
--------------------------------------------------------------------------------