U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM 10-KSB
 (Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to _______
Commission file number: 02-69494
GLOBAL GOLD CORPORATION
 (Name of small business issuer in its charter)

       Delaware                          13-03025550
(State or other jurisdiction of            (IRS Employer
  incorporation or organization)            Identification No.)	

45 East Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (203) 422-2300
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (l) 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 if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ____ No __X__
The issuer's revenues for its most recent fiscal year ending December 31, 2006 were $5,985.
The aggregate market value of the voting stock held by non-affiliates of the Company computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of March 29, 2007, was $24,584,988.
As of March 29, 2007 there were 33,451,885 shares of the registrant's Common Stock outstanding.
Transitional Small Business Disclosure Formats (Check One): Yes_____ No__X___
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement relating to the Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007 are incorporated by reference into Part III (Items 10 through 14) of this Report.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report includes statements of our expectations, intentions plans and beliefs that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of business strategies of Global Gold Corporation ("the Company" or "Global Gold") and our expectations concerning future operations, margins, profitability, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. We have used words such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "thinks," "estimates," "seeks," "expects," "predicts," "could," "projects," "potential" and other similar terms and phrases, including references to assumptions, in this report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting the Company and are subject to uncertainties, risks and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond the Company's control, that could cause our actual results to differ materially from those matters expressed or implied by these forward-looking statements. These risks and other factors include those listed under "Risk Factors" and elsewhere in this report. The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by the forward-looking statements:
o the Company's history of losses and expectation of further losses;
o the effect of poor operating results on the Company;
o the effect of growth on the Company's infrastructure and resources;
o the Company's ability to expand its operations in both new and existing locations and the Company's ability to develop and mine its current and new sites;
o the Company's ability to raise capital;
o the Company's ability to fully utilize and retain new executives;
o the impact of litigation, including international arbitrations;
o the impact of federal, state, local or foreign government regulations;
o the effect of competition in the mining industry; and
o economic and political conditions generally.
The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in, or implied by, these forward-looking statements, even if new information becomes available in the future.
 
ITEM 1. DESCRIPTION OF BUSINESS
(1) GENERAL OVERVIEW
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 and Santiago, Chile. 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 81 people globally on a year round basis and an additional 120 people on a seasonal basis.
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The Company's current production, exploration, and development focus in Armenia primarily revolves around the North Central Armenian Belt, where it is integrating the Hankavan mine deposit, Tukhmanuk mine, and other adjacent exploration sites. The Company has been conducting a drill program there to confirm the historical data and develop mining plans. The Company also engages in exploration outside the North Central Belt at the Getik and Marjan properties, and holds royalty and participation rights in other locations in the country through other affiliated and subsidiary companies.
In Canada, the Company is currently engaged in uranium exploration activities. In Chile, the Company is currently engaged in copper and gold exploration activities.
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 Cayman"), 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 its approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia.
On January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate the Company's uranium exploration activities in Canada. Global Gold Uranium was qualified to do business in the Canadian Province of Newfoundland and Labrador.
The Company is a reporting company and is therefore subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files its Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities and Exchange Commission (the "SEC"). The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. As an electronic filer, the Company's public filings are maintained on the SEC's Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.
The Company makes its Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB, Definitive Proxy Statements, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act accessible free of charge through the Company's Internet site after the Company has electronically filed such material with, or furnished it to, the SEC. In 2006, the Company filed Amended Forms 10-KSB/A. The address of that website is http:// www.globalgoldcorp.com. However, such reports may not be accessible through the Company's website as promptly as they are accessible on the SEC's website.
(2) INITIAL ARMENIAN MINING PROJECT
In 1996, the Company acquired rights under a Joint Venture Agreement with the Ministry of Industry of Armenia and Armgold, S.E., the Armenian state enterprise, formed to provide capital and multistage financing of the Armenian gold industry, which rights were finalized under the Second Armenian Gold Recovery Company Joint Venture Agreement, dated as of September 30, 1997.
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As of January 31, 1997, the Company and Global Gold Armenia Limited, the Company's then wholly-owned Cayman Islands subsidiary ("GGA Cayman"), reached an initial agreement with First Dynasty Mines, Ltd., whose name changed to Sterlite Gold Ltd. on July 5, 2002 ("Sterlite"), a Canadian public company and whose shares are traded on the Toronto Stock Exchange with respect to the initial Armenian project. The Company, GGA Cayman and Sterlite entered into a definitive agreement dated May 13, 1997. Under such agreement, Sterlite acquired all of the stock of GGA Cayman, subject to certain conditions, by advancing funds in stages necessary for the implementation of the tailing project and the preparation of engineering and business plan materials for the Armenian Joint Venture and delivering 4,000,000 shares of First Dynasty (later Sterlite) Common Stock to the Company (the "FDM Agreement"). The parties thereafter amended the FDM Agreement on July 24, 1998. Pursuant to the FDM Agreement, the Company retains the right until December 31, 2009 to elect to participate at a level of up to 20% with Sterlite, or any of its affiliates or successors in interest, in any exploration project undertaken by them in Armenia. As of December 31, 2004, the Company did not own any shares of Sterlite common stock. In 2006, Vedanta Resources plc ("Vedanta") acquired control of Sterlite through Twin Star International Limited ("TSI"), an indirect wholly-owned subsidiary of Vedanta.
For a further description of the background concerning the FDM Agreement, an interested person can review the annual reports previously filed by the Company with the SEC.
3) PRIOR GEORGIAN MINING PROJECT
As of December 31, 1997, the Company terminated its pursuit of the then contemplated mining project in the country of Georgia. In 2006, the Company reviewed mining and exploration projects in Georgia for potential acquisition and development, but did not consummate any transactions.
For a further description of the background concerning the Georgian mining project, an interested person can review the annual reports previously filed by the Company with the SEC.
(4) ARMENIA PROPERTIES
The Company operates an office in Yerevan, Armenia where it manages its exploration and mining activities as well as reviewing potential acquisitions. A map showing the location of the properties in Armenia is located on the Company's website.
Hankavan
Hankavan is located in central Armenia in the Kotayk province between Vanadzor and Meghradzor north of the Marmarik River.
GGH acquired Hankavan licenses in December of 2003 through the acquisition of the Armenian company SHA, LLC (since renamed Global Gold Hankavan, LLC ("GGH")), and has been conducting a drilling program along with other exploration activities to confirm the historical feasibility work done on the copper, molybdenum and gold mineralization in the Soviet era. GGH also expanded its exploration activities to six other, smaller license areas in and around Hankavan. In addition, GGH is conducting exploration and planning to determine the feasibility of a quick start mining operation for copper oxide in this area.
See "Foreign Risks" under Risk Factors, below, for a description of licensing issues.
Marjan
The Marjan mining property is located in Southwestern Armenia, along the Nakichevan border in the Syunik province.
In 2006, GGH engaged in mapping, sampling and other exploration work at Marjan. This property was previously explored during the Soviet era. Global Gold Mining acquired SHA LLC, the Armenian company which held the license to the property in December 2003.
As of October 28, 2005, Global Gold Mining entered into a Joint Venture Agreement with Caucasus Resources Pty Ltd. ("CR") (which is a subsidiary of Iberian Resources Limited ("Iberian")) to form the "Marjan Mining Company, LLC ("Marjan Mining") to explore and develop the Marjan property.
As of August 18, 2006, Global Gold Mining and CR have terminated the Marjan Mining Company Joint Venture Agreement entered into as of October 28, 2005, with Iberian devoting more of its resources to mining properties in Southern Armenia. As a result of such termination, the two companies will have no further obligations toward one another with respect to the Marjan mining property, and GGH has continued to operate such property as the sole license holder.
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See "Foreign Risks" under Risk Factors, below, for a description of licensing issues.
Tukhmanuk
The Tukhmanuk property is adjacent to the Hankavan property in central Armenia, between the Aragatsotn and Kotayk provinces. The property includes seven surrounding exploration sites as well as other assets. In addition to the central property, the acquisition included a 200,000 tonne per year capacity plant.
In 2006, Global Gold Mining drilled over 10,000 meters of exploration for gold and polymetallic mineralization at Tukhmanuk, mined approximately 30,000 tonnes of ore, and engaged in small scale, experimental processing of concentrate at the pilot plant.
On August 1, 2005, Global Gold Mining entered into a share purchase agreement to acquire the Armenian limited liability company Mego-Gold, LLC which is the licensee for the Tukhmanuk mining property. 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. According to the August 1, 2005 share purchase agreement, Global Gold Mining acquired a fifty one percent (51%) interest for one million five hundred thousand dollars ($1,500,000) and was to pay another two million dollars ($2,000,000) by August 1, 2007 for the remaining forty nine percent (49%). On July 19, 2006, Global Gold Mining entered into an amendment of the August 1, 2005 share purchase agreement pursuant to which Global Gold Mining acquired the remaining forty nine percent (49%) in exchange for one million dollars ($1,000,000) and five hundred thousand (500,000) restricted shares of the Company's common stock. The July 19, 2006 amendment also contained 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 separately loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan, a seller of Mego-Gold LLC which may be offset against the potential $1,000,000 liability.
See "Foreign Risks" under Risk Factors, below, for a description of licensing issues.
Getik
The Getik property is located in the northeast Geghargunik province of Armenia.
On January 31, 2006, Global Gold Mining closed the transaction agreed to in the context of the share purchase agreement, dated as of January 23, 2006, with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's common stock. All assets (including the "Athelea" name) not related to the approximately 27 square kilometer Getik gold/uranium exploration license area were transferred back to the Sellers. AI was renamed the "Getik Mining Company, LLC." A three-year exploration program at the Getik property has been approved and is being implemented. Mr. Frank Pastorino is an officer of the Company and Mr. Simon Cleghorn was an officer of the Company until September 30, 2006.
See "Foreign Risks" under Risk Factors, below, for a description of licensing issues.
Lichkvadz-Tei and Terterasar
Lichtvadz-Tei and Terterasar are located in the southern Armenia province of Syunik.
On August 15, 2005, Global Gold Mining entered into a joint venture agreement with Iberian subsidiary CR to form the Aigedzor Mining Company, LLC ("AMC") on an 80% CR, 20% Global Gold Mining basis in anticipation of jointly acquiring and developing (a) for the Lichkvadz-Tei and Terterasar mining properties as well as the associated plant and assets in southern Armenia through the Armenian limited liability company Sipan 1, LLC which is the licensee ("Sipan 1"); and (b) mineral exploration and related properties within a 20 kilometer radius of the southern Armenian town of Aigedzor.
Pursuant to the option initially held by Global Gold, on October 27, 2005, AMC entered into a share purchase agreement (the " Sipan 1 SPA") with Mr. Albert Sakhkalian, and acquired 100% of the shares of Sipan 1. Sipan 1 is the licensee for the Lichkvadz-Tei and Terterasar mining properties as well as the owner of the associated plant and assets in southern Armenia.
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On December 19, 2006, Global Gold Mining entered a "Restructuring, Royalty, and Joint Venture Termination Agreement" with CR. The agreement restructures the parties' Aigedzor Mining Company Joint Venture to transfer Global Gold Mining 's 20% interest to CR in exchange for: one million dollars; a 2.5% Net Smelter Return royalty payable on all products produced from the Lichkvaz and Terterasar mines as well as from any mining properties acquired in a 20 kilometer radius of the town of Aigedzor in southern Armenia; and five million shares of Iberian's common stock, which are restricted for one year. If the average closing market price for Iberian shares Common Stock for any consecutive period of thirty trading days during the one year restriction period shall drop below AUS$0.50, Global Gold Mining shall, subject to the receipt by Iberian of any necessary approvals under the Listing Rules of Australian Stock Exchange Limited, promptly receive from Iberian an additional 2.5 million shares of Iberian's common stock. Global Gold Mining retains the right to participate up to 20% in any new projects undertaken by Iberian or its affiliates in Armenia until August 15, 2015
See "Foreign Risks" under Risk Factors, below, for a description of licensing issues.
(5) CHILE PROPERTIES
The Company operates an office in Santiago, Chile which is engaged in exploration activities and acquisition review. A map showing the location of the property in Chile is located on the Company's website.
Santa Candelaria
Santa Candelaria is located in Comuna de Diego de Almagro, Region III of Chile.
The Company, on January 15, 2003, entered into an option/purchase/lease agreement with Alfredo Soto Torino and Adrian Soto Torino for the purchase of copper gold properties in Chanaral District III Chile (the Candelaria 1 to 3, the Santa Candelaria 1 to 8 and the Torino I mining claims 1 through 7 and Torino II mining claims 1 through 11) (the "Chilean Agreement"). The Company currently refers to all of the properties acquired by the Chilean Agreement as "Santa Candelaria." The Agreement was converted into a purchase agreement on February 4, 2004.
After certain exploration activities, including limited drilling in 2005, the Company determined that it should discontinue its exploration operations at Santa Candelaria, and wrote down its investment. Further, on January 13, 2006, Minera Global entered into a purchase, option, and royalty agreement with Mr. Adrian Soto Torino, a citizen of Chile ("AST") to transfer the mining concessions Candelaria 1, 2, and 3 to AST to mine the gold property and pay Minera Global a net smelter royalty of 10% until such time as Minera Global has been paid $75,000 and thereafter a net smelter royalty of 2% for the life of the mine. All liabilities and fees associated with the property are the responsibility of AST, and Minera Global retains the option to reacquire the mining concession upon 60 days notice and payment of 1,000,000 Chilean pesos (approximately $1,883 USD).
(6) CANADA PROPERTIES
A map showing the location of the properties in Canada is located on the Company's website.
Grand Lake and Shallow Lake
The Grand Lake and Shallow Lake properties are located in the Canadian province of Newfoundland and Labrador.
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 to acquire 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). 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. 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.
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(7) ENVIRONMENT AND ETHICAL MATTERS
The Company's policy on environmental matters is stated in its Code of Business Conduct and Ethics (see the Company's website), and requires compliance with all relevant laws and regulations. Specifically, the Company intends to conduct its business in a manner that is compatible with the balanced environmental and economic needs of the communities in which it operates. The Company is committed to continuous efforts to improve environmental performance throughout its operations. Accordingly, the Company's policy is to: comply with international standards as developed by the World Bank; comply with all applicable environmental laws and regulations and apply responsible standards where laws and regulations do not exist; assess all projects which will include a review of the environmental issues associated with project development; make available these assessments to the appropriate government agencies for review and approval; encourage concern and respect for the environment, emphasize every employee's responsibility in environmental performance, and foster appropriate operating practices and training; manage its business with the goals of preventing incidents and controlling emissions and wastes to below harmful levels; design, operate, and maintain facilities to this end; respond quickly and effectively to incidents resulting from its operations, in cooperation with industry organizations and authorized government agencies; and undertake appropriate reviews and evaluations of its operations to measure progress and to foster compliance with these policies. The Company has budgeted and made payments to for environmental compliance.
(8) RISK FACTORS
The following risk factors should be considered in connection with an evaluation of the business of the Company:
DEVELOPMENT STAGE COMPANY
Since the Company did not engage in the active conduct of a trade or business aside from development and exploration activities, it has not generated any revenues to date, with the exception of revenue from the transaction with Iberian Resources at the end of 2006 and minimal sales of concentrate from Tukhmanuk. The Company may encounter problems, delays, expenses and difficulties typically encountered in the development stage, many of which may be outside of the Company's control.
COMPETITION
There is intense competition in the mining industry. The Company is competing with larger mining companies, many of which have substantially greater financial strengths, capital, marketing and personnel resources than those possessed by the Company.
NEED FOR KEY PERSONNEL
The Company presently has officers and operation managers intimately familiar with the operation of mining projects or the development of such projects and with experience in former Soviet countries. While the Company does not believe the loss of any director or officer of the Company will materially and adversely affect its long-term business prospects, the loss of any of the Company's senior personnel might potentially adversely affect the Company until a suitable replacement could be found. The Company continues to employ independent consultants and engineers, and employs through subsidiaries personnel with mining, geology, and related backgrounds in Armenia, in Canada, and in Chile.
TRADING MARKET
The Company's Common Stock is currently traded on the OTC Bulletin Board. The Company's Common Stock was declared eligible for trading on the OTC Bulletin Board, effective March 30, 2004.
LACK OF INSURANCE PROTECTION
The Company may not be able to obtain adequate insurance protection for its foreign investments.
FLUCTUATION IN MINERAL PRICES
The prices of gold and other minerals historically fluctuate and are affected by numerous factors beyond the Company's control and no assurance can be given that any reserves proved or estimated will actually be produced.
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MINING RISKS
The Company's proposed mining operations will be subject to a variety of potential engineering, seismic and other risks, some of which cannot be predicted and which may not be covered by insurance.
There are risks inherent in the exploration for and development of mineral deposits. The business of mining by its nature involves significant risks and hazards, including environmental hazards, industrial incidents, labor disputes, discharge of toxic chemicals, fire, drought, flooding and other acts of God.
The occurrence of any of these can delay or interrupt exploration and production, increase exploration and production costs and result in liability to the owner or operator of the mine. The Company may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.
MINING CONCESSIONS, PERMITS AND LICENSES
The Company's mining and processing activities are dependant upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. Although the Company believes that the licenses, concessions, leases, permits and consents it holds will be renewed, if required, when they expire, according to the current laws applicable in the respective countries, subject to the licensing issues disclosed below in "Foreign Risks," there can be no assurance that they will be renewed or as to the terms of any such renewal. Mineral rights within the countries in which the Company is currently operating are state-owned. Also see discussion under Foreign Risks, below.
EXPLORATION RISKS
Minerals exploration is speculative in nature, involves many risks and frequently is unsuccessful. There can be no assurance that any mineralization discovered will result in an increase in the proven and probable reserves of the Company. If reserves are developed, it can take a number of years from the initial phases of drilling and identification of mineralization until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish ore reserves through drilling, to determine metallurgical processes to extract metals from ore and, in the cases of new properties, to construct mining and processing facilities. As a result of these uncertainties, no assurance can be given that the exploration programs undertaken by the Group will result in any new commercial mining operations being brought into operation.
FOREIGN RISKS
The value of the Company's assets may be adversely affected by political, exchange rate, economic and other factors in Chile and Armenia. Armenia is a former Soviet country in transition, and presents concomitant risks. In particular, the Company has experienced delays in the bureaucratic process and has experienced dealings with corrupt officials at the Ministry of Environment and Natural Resources in Armenia. The Company practices a zero tolerance program on corruption.
GGH, which is the license holder for the Hankavan and Marjan properties, has continued to be the subject of corrupt and improper demands and threats from the Minister of the Ministry of Environment and Natural Resources, 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 Minister of Environment and Natural Resources with the International Centre for Settlement of Investment Disputes, which is a component agency of the World Bank in Washington, D.C., ("ICSID") on January 29, 2007. Damages will be determined during the arbitration proceedings. The Ministry of Environment has also sent a notice to terminate Global Gold Mining's license at Getik. Global Gold Mining continues to work at this property and will oppose any attempt to terminate this license.
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The Company is aware that another company has used a similar name during 2006 in the CIS and counsel has received assurances from the other company's legal counsel that they will cease using the similar name and that company is now in the process of changing its name.
NO DIVIDENDS
The Company currently anticipates that it will retain all of its future earnings, if any, for use in its operations and does not anticipate paying any cash dividends in the near term future. There can be no assurance that the Company will pay cash dividends at any time, or that the failure to pay dividends for periods of time will not adversely affect the market price for the Company's Common Stock.
CONTROL OF THE COMPANY
Drury J. Gallagher, the Chairman Emeritus, Treasurer, Secretary, and Director, and Van Z. Krikorian, Chairman, Chief Executive Officer, and Director, own 2,428,453, and 2,150,000 shares, respectively, or a total of 4,578,453 shares, out of the 33,255,301 shares of the Company's Common Stock issued and outstanding as of December 31, 2006. The two Company officers, director Nicholas J. Aynilian who owns 235,000 and NJA Investments, which is controlled by Nicholas J. Aynilian, owns 1,400,000 shares of Common Stock, entered into a shareholders agreement, dated January 1, 2004, that provides for each of the parties to the Agreement to vote for such individuals as directors.
Firebird Management, LLC owns a total of 8,973,167 shares, Farallon Capital owns a total of 5,280,000, and Persistancy Capital owns a total of 2,000,000, out of the 33,255,301 shares, of the Company's Common Stock issued and outstanding as of December 31, 2006.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company rents office space in a commercial building at 45 East Putnam Avenue, Greenwich, CT where it signed a 5-year lease at a starting March 1, 2006 at a starting annual rental cost of $44,200. On October 1, 2006, the Company expanded its office space by assuming the lease of the adjacent office space. The assumed lease has two years remaining, through September 30, 2008, at a current annual rental cost of $19,500. Messrs. Gallagher and Krikorian gave personal guarantees of the Company's performance for the first two years of the lease.
For a description of the mining properties in which the Company has an interest, see "Description of Business."
ITEM 3. LEGAL PROCEEDINGS
GGH, which is the license holder for the Hankavan and Marjan properties, has continued to be the subject of corrupt and improper demands and threats from the Minister of the Ministry of Environment and Natural Resources, 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 Minister of Environment and Natural Resources with the International Centre for Settlement of Investment Disputes, which is a component agency of the World Bank in Washington, D.C., ("ICSID") on January 29, 2007. Damages will be determined during the arbitration proceedings. The Ministry of Environment has also sent a notice to terminate Global Gold Mining's license at Getik. Global Gold Mining continues to work at this property and will oppose any attempt to terminate this license.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 15, 2006, the Company held its annual stockholders' meeting. As of close of business, there were 28,670,301 shares of common stock of the Company outstanding that were entitled to vote. The holders of common stock entitled to 23,034,267 votes were present in person or by proxy. The shareholders voted for the election of Messrs. Krikorian, Gallagher, Hague, Aynelian, and Agnerian as directors, approval of the selection of the current auditor, and the approval of the Global Gold Corporation 2006 Stock Incentive Plan.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
(a) Shares of the Company's Common Stock were authorized for trading on the OTC Bulletin Board on March 30, 2004, and have been traded there since under the symbol "GBGD." The high and low per share closing prices and dividends that were paid therefore for 2005 and 2006 were as follows:

                             2005                                   2006
                             ----                                   ----
Quarter                High*  Low*   Dividend              High  Low   Dividend
-------                ----   ---   --------               ----  ---   --------
1st                    0.50   0.20  $  0                   1.45  1.01  $  0
2nd                    0.75   0.35     0                   2.76  1.12     0
3rd                    1.35   0.55     0                   2.00  1.13     0
4th                    1.50   0.60     0                   1.30  0.80     0	

* The shares of the Company's common stock were not publicly traded from 1995 until March 31, 2004.
As of March 29, 2007, the Company had 33,451,885 issued and outstanding shares of its Common Stock. The Company's transfer agent is American Registrar and Transfer Company, with offices at 342 E. 900 South, Salt Lake City, Utah 84111, having a telephone number of (801) 363-9065.
(b) As of March 29, 2007, there were approximately 1,270 holders of record of shares of the Company's Common Stock.
(c) The Company did not pay or declare any cash dividends on its shares of Common Stock during its last two fiscal years ended December 31, 2005 and December 31, 2006.
(d) The following table provides information about shares of our common stock that may be issued upon the exercise of options and rights under existing equity compensation plans as of December 31, 2006.

                                                                                       Number of securities
                                                                                       Remaining available for
                                Number of Securities to   Weighed average exercise      issuance under equity
                                 be issued upon exercise    price of outstanding         compensation plans
                                of outstanding options,    options, warrants and       (excluding securities
                                   warrants and rights             rights               reflected in column (a))
     Plan Category                       (a) (#)                   (b)($)                          (c) (#)
     -------------               -----------------------  -------------------------  ----------------------------
Equity compensation plans
approved by security holders(1)          150,000                    $0.11                               0

Equity compensation plans
approved by security holders(2)          512,500                    $1.51                       2,487,500

Equity compensation plans not
approved by security holders                   0                       0                                0
                                         -------                                                ----------

Total:                                   662,500                                                2,487,500	

10
(1) The Company's 1995 Stock Option Plan - The Company adopted the 1995 Stock Option Plan under which a maximum of 500,000 shares of Common Stock may be issued (subject to adjustment for stock splits, dividends and the like). In July 2002, the Company granted options to buy 150,000 shares of common stock, at an exercise price of $0.11 per share, to each of the then Chairman, Drury Gallagher, and President of the Company, Robert Garrison. Of these options issued, 75,000 vest on the first anniversary of the date of issuance, and the remaining 75,000 vest on the second anniversary of the date of issuance. These options expire five years from the date of issuance. As of December 31, 2006, there were 200,000 stock awards available under the Plan for future issuance. On June 30, 2004, the former President and CFO, Mr. Robert Garrison resigned his office and thereby forfeited his options. Mr. Gallagher's options expire on June 30, 2007.
(2) The Company's 2006 Stock Incentive Plan - On June 15, 2006, the Company's stockholders approved the Global Gold Corporation 2006 Stock Incentive Plan (the "2006 Stock Incentive Plan") under which a maximum of 3,000,000 shares of Common Stock may be issued (subject to adjustment for stock splits, dividends and the like). The 2006 Stock Incentive Plan replaces the Company's Option Plan of 1995 which terminated in June 2005. The Company's 2006 Stock Incentive Plan has a ten
- year term and will expire on June 15, 2016. On June 15, 2006,the Company granted options to buy 250,000 shares of common stock, at an exercise price of $1.70 per share, to the then Chairman and CEO, Drury Gallagher. On June 15, 2006, the Company also granted options to buy 62,500 shares of common stock, at an exercise price of $1.70 per share, to the Controller, Jan Dulman. On September 18, 2006, the Company granted options to buy 200,000 shares of common stock, at an exercise price of $1.25 per share, to the then Chief Operating Officer, Michael T. Mason.
Sales of Securities: (a) On January 31, 2006, the Company issued 100,000 shares of the Company common stock, at the fair market value of $1.15 per share, for the purchase of the Getik mining license to Messrs. Simon Cleghorn (30,000 shares), Sergio DiGiovani (30,000 shares), Armen Ghazarian (10,000 shares), and Frank Pastorino (30,000 shares). The Company issued such securities in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "Act"); (b) On January 11, 2006 the Company resolved to compensate each Director of the Company with 50,000 shares of the Company's common stock for their services. An aggregate of 250,000 shares at the fair market value of $1.50 per share were issued to the directors on February 10, 2006. The Company issued such securities in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "Act"); (c) On February 10, 2006, as compensation for the prior year, the Company issues 24,000 shares to Dr. Urquhart at the fair market value of $1.50. The Company issued such securities in reliance upon Section 4(2) of the Act; (d) On April 4, 2006 Global Gold Corporation sold $13,000,000 in common shares in a private placement, pursuant to exemptions from registration requirements of the Securities Act under Regulation D and Regulation S based upon representations and covenants provided by the respective purchasers. The transaction involved the issuance of ten million four hundred thousand shares of common stock at $1.25 per share. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. Aton Securities, Inc. of New York City acted as the Managing Private Placement Agent, and as part of its compensation has also been granted warrants to purchase one million (1,000,000) restricted common shares exercisable at the price of $1.25 per share within eighteen months of April 4, 2006. The Company issued such securities in reliance upon Section 4(2) of the Act; (e) On June 29, 2006 the Company issued 50,000 shares at the fair market value of $1.70 per share to Hrayr Agnerian for his services as a newly elected Director of the Company. The Company issued such securities in reliance upon Section 4(2) of the Act. (f) On June 29, 2006 the Company issued 600,000 shares at the fair market value of $1.70 per share to Van Krikorian according to the terms of his amended employment agreement approved on June 15, 2006. The amended contract has the shares vesting at a rate of 200,000 shares per year over three years. The Company issued such securities in reliance upon Section 4(2) of the Act; (g) On June 29, 2006 the Company issued 225,000 shares at the fair market value of $1.70 per share to Ashot Boghossian according to the terms of his amended employment agreement approved on June 15, 2006. The amended contract has the shares vesting at a rate of 18,750 shares every three months over three years. The Company issued such securities in reliance upon
Section 4(2) of the Act; (h) On June 29, 2006 the Company issued 50,000 shares at the fair market value of $1.70 per share to Drury Gallagher according to the
11
terms of his amended employment agreement approved on June 15, 2006. The amended contract has the shares vesting at a rate of 12,500 shares every six months over two years. The Company issued such securities in reliance upon Section 4(2) of the Act; (i) On August 14, 2006 the Company issued five hundred thousand (500,000) restricted shares of the Company's common stock to Karapet Khachatryan (255,000 shares) and Arthur Gevorgyan (245,000 shares) at a fair market value of $2.00 in connection with Global Gold Mining's exercise of the option on the Tukhmanuk property. The Company issued such securities in reliance upon Section 4(2) of the Act; (j) On September 18, 2006 the Company entered an employment agreement with Michael T. Mason, designating him as the Company's Chief Operating Officer. The employment agreement is for an initial term of two years and twelve days, terminating on September 30, 2008. Pursuant to employment agreement, Mr. Mason was also granted 200,000 shares of restricted stock to vest in four equal installments of 50,000 shares each on March 18, 2007, September 18, 2007, March 18, 2008, and September 18, 2008. The Company issued such securities in reliance upon Section 4(2) of the Act; (k) On September 30, 2006, the resignation of Mr. Simon Cleghorn as the Director of Mining and Exploration and his assumption of a more limited role as "Senior Geologist" in Armenia of the Company's subsidiary, Global Gold Mining, LLC was effective. In connection with this transition and pursuant to the applicable restricted stock awards from the Company, a total of 40,000 shares previously granted to Mr. Cleghorn did not vest and have reverted back to the Company. The Company issued such securities in reliance upon Section 4(2) of the Act; (l) On December 1, 2006 the Company sold $2,250,000 in shares of Common Stock, pursuant to exemptions from registration requirements of the Securities Act. The transaction involved the exercise of warrants originally issued on November 4, 2004. The transaction involved the issuance of 3,000,000 shares of common stock at $0.75 per share in accordance with the warrants. The purchasers and corresponding shares issued are: Firebird Global Master Fund, Ltd, 1,500,000 shares; Firebird Avrora Fund, Ltd. 750,000 shares; and Firebird Republics Fund, Ltd. 750,000 shares. The Company issued such securities in reliance upon Section 4(2) of the Act;
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
When used in this report, 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-KSB.
RESULTS OF OPERATIONS
TWELVE-MONTHS ENDED DECEMBER 31, 2006 AND TWELVE-MONTHS ENDED DECEMBER 31, 2005
During the twelve-month period ended December 31, 2006, the Company's administrative and other expenses were $4,303,480 which represented an increase of $2,849,198 from $1,454,282 in the same period last year. The expense increase was primarily attributable to foreign subsidiary activity and to higher compensation expense of $1,460,515, legal fees of $271,883, rent expense of $238,975 and higher travel expenses of $17,653 due to increased activity resulting from project development in Armenia and Chile. During the twelve-month period ended December 31, 2006, the Company's mine exploration costs were $3,350,152 which represented an increase of $3,229,304 from $120,848 in the same period last year. The expense increase was primarily attributable to the increased mining activity at the Tukhmanuk property of $2,475,342, the Hankavan property of $505,199, and the Getik property of $238,808. During the twelve-month period ended December 31, 2006, the Company's amortization and depreciation expenses were $611,642 which represented an increase of $434,403 from $177,239 in the same period last year. The expense increase was primarily attributable to the increased depreciation expense of $201,598, and the amortization of licenses of $232,805. During the twelve-month period ended December 31, 2006, the Company's interest expenses were $220,058 which represented an increase of $166,116 from $53,942 in the same period last year. The expense increase was entirely attributable to the increased amortization expense of the discount on note payable which was paid off in 2006. The Company had revenue from the sale of concentrate of $5,985 in 2006, and no revenues in 2005. The difference is due to the Company not having any concentrate produced to sell in 2005. The Company also had a gain from sale of joint venture of $3,150,965 in 2006, and no such gains in 2005. The difference is due to the Company not selling any joint ventures in 2005. The Company had losses on foreign exchange of $181,394 in 2006 and no losses on foreign exchange in 2005. The difference is due to higher contracted obligations in 2005 in US Dollars and the fluctuation in currency exchange rates between the US Dollar and the Armenian Dram. The Company had interest income of $213,406 in 2006 which represented an increase of $198,628
12
 
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2006, the Company's total assets were $15,468,993, of which $7,016,380 consisted of cash or cash equivalents.
The Company's plan of operation for the calendar year 2007 is:
(a) To develop the Tukhmanuk, Getik, Hankavan, and Marjan mining properties in Armenia and to engage in further exploration in Armenia, Chile and Canada;
(b) To review and possibly acquire additional mineral bearing properties; and
(c) Pursue additional financing through private placements or joint ventures.
The Company retains the right until December 31, 2009 to elect to participate at a level of up to twenty percent with Sterlite Gold Ltd., which was acquired by Vedanta Resources, or any of its affiliates in any exploration project undertaken in Armenia.
The Company retains the right to participate up to 20% in any new projects undertaken by Iberian Resources or its affiliates in Armenia until August 15, 2015 in addition to its 2.5% NSR royalty on production from the Lichkvaz-Tei and Terterasar mines as well as from any mining properties acquired in a 20 kilometer radius of the town of Aigedzor in southern Armenia.
In 2006, the Company anticipated producing at a rate of approximately 1,000 oz of gold per month from the Tukhmanuk property. Based on exploration and mining results, the Company is no longer anticipating such production but is focused on the potential to develop a larger, industrial scale mining operation.
Because of issues emanating from corrupt and illegal behavior by Armenian Minister of Environment, Vartan Ayvazyan, the Company hired special outside counsel to protect its rights, including through international arbitration on which the Company anticipates spending additional funds. See "Foreign Risks" under Risk Factors, above.
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. The Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 2,000,000 million shares of Common Stock of the Company at an exercise price of $1.42 per share, which expire on July 31, 2007. If these Warrants were exercised in full, the Company would receive $2,840,000 in gross proceeds. In addition, the Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 4,466,666 million shares of Common Stock of the Company at an exercise price of $2.00 per share, which expire on April 1, 2008. If these Warrants were exercised in full, the Company would receive $8,933,332 in gross proceeds.
The Company may engage in research and development related to exploration and processing during 2007, does not expect to sell any plant or significant equipment but it does anticipate purchasing processing plant and equipment assets.
The Company has been able to continue based upon its receipt of funds from the issuance of equity securities and shareholder loans, and by acquiring assets or paying expenses by issuing stock. The Company's continued existence is dependent upon its continued ability to raise funds through the issuance of securities. Management's plans in this regard are to obtain other financing until profitable operation and positive cash flow are achieved and maintained. Although management believes that it will be able to secure suitable additional financing for the Company's operations, there can be no assurances that such financing will continue to be available on reasonable terms, or at all.
13
 
ITEM 7. FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company, notes thereto and reports of Independent Certified Public Accountants thereon for the years ended
(a) December 31, 2006, by Sherb & Co, LLP, and (b) December 31, 2005, by Allen G. Roth, P.A., are attached hereto as a part of, and at the end of, this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable
ITEM 8A. 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 December 31, 2006. 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.
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.
PART III
ITEM 9-DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information concerning the Company's directors, executive officers and corporate governance required by this Item is incorporated by reference from the Company's Proxy Statement relating to the 2007 Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007.
ITEM 10-EXECUTIVE COMPENSATION
Information concerning director and executive compensation required by this Item is incorporated by reference from the Company's Proxy Statement relating to the 2007 Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007.
ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated by reference from the Company's Proxy Statement relating to the 2007 Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007.
ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information concerting certain relationships and related transactions required by this Item is incorporated by reference from the Company's Proxy Statement relating to the 2007 Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007.
14
 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements.
The following documents are filed as part of this report: Financial Statements of the Company, including reports of Independent Certified Public Accountants, Balance Sheet, Statements of Operations, Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss), Statements of Cash Flow and Notes to Financial Statements: as of and for the years ended December 31, 2006 and December 31, 2005.
(b) Exhibits.
Global Gold Corporation Form 10-KSB December 31, 2006

Exhibit 3.1     Amended and Restated  Certificate  of  Incorporation  of the
                Company, effective November 20, 2003.

Exhibit 3.2     Amended  and  Restated  Bylaws  of  the  Company,  effective
                November 20, 2003.

Exhibit 10.1    2006 Global Gold Corporation Stock Incentive Plan. (1)

Exhibit 10.2    Amended Employment Agreement,  dated as of July 19, 2006, by
                and between Global Gold Corporation and Van Krikorian. (2)

Exhibit 10.3    Amended Employment Agreement,  dated as of July 19, 2006, by
                and between Global Gold Corporation and Drury Gallagher. (3)

Exhibit 10.4    Amended Employment Agreement,  dated as of July 19, 2006, by
                and between Global Gold Mining, LLC and Ashot Boghosian. (4)

Exhibit 10.5    Amended Employment Agreement,  dated as of July 19, 2006, by
                and between Global Gold Corporation and Jan Dulman. (5)

Exhibit 10.6    Employment Agreement, dated as of September 18, 2006, by and
                between Global Gold Corporation and Michael Mason. (6)

Exhibit 10.7    Employment  Agreement,  dated as of January 1, 2007,  by and
                between Global Gold Corporation and Hrayr Agnerian.

Exhibit 10.8    Resignation  Agreement  of  Simon  Cleghorn,   dated  as  of
                September 30, 2006.

Exhibit 10.9    Sale  Agreement,  dated  as  of  January  13,  2006.  (Santa
                Candelaria) (7)

Exhibit 10.10   Purchase  Agreement,  dated as of January 23, 2006. (Athelea
                Investments) (8)

Exhibit 10.11   Stock Subscription and Shareholder Agreement, dated July 29,
                2005.

Exhibit 10.12   Private Placement Agreement, dated April 4, 2006.

Exhibit 10.13   Share Purchase Agreement,  dated August 1, 2005. (Mego-Gold,
                LLC) (9)

Exhibit 10.14   First  Amendment of the August 1, 2005 Mego Gold,  LLC Share
                Purchase  Agreement,  dated as of July 19, 2006.  (10) Joint
                Venture Agreement,  dated August 15, 2005.  (Aigedzor Mining
                Company)  (11) Exhibit  10.15  Termination  Agreement of the
                October 28, 2005 Marjan Mining Joint Venture

Exhibit 10.16   Agreement,  dated as of August 18, 2006.  (12) Joint Venture
                Agreement,  dated October 28, 2005.  (Marjan Mining Company)
                (13) Exhibit 10.17 Restructuring, Royalty, and Joint Venture
                Termination  Agreement of the August  Exhibit 10.18 15, 2005
                Joint Venture to form Aigedzor Mining,  dated as of December
                19, 2006. (14)

Exhibit 10.19   Labrador Uranium Claims  Agreement,  dated January 18, 2007.(15)

Exhibit 21      List of Subsidiaries.

Exhibit 31.1    Certification  of Chief Executive  Officer  Pursuant to Rule
                13a-14 (a) of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2    Certification  of  Treasurer  and  Chief  Financial  Officer
                Pursuant  to Rule  13a-14(a)  of the  Sarbanes-Oxley  Act of
                2002.

Exhibit 32.1    Certification  of the Chief  Executive  Officer  Pursuant to
                Rule  13a-14(b) of the  Exchange  Act and 18 U.S.C.  Section
                1350,   as  Adopted   Pursuant   to   Section   906  of  the
                Sarbanes-Oxley Act of 2002.

Exhibit 32.2    Certification  of the Treasurer and Chief Financial  Officer
                Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
                Section  1350,  as Adopted  Pursuant  to Section  906 of the
                Sarbanes-Oxley Act of 2002.	

15
(1) Incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K/A filed with the SEC on June 22, 2006.
(2) Incorporated herein by reference to Exhibit 10.2 to the Company's quarterly report on 10-QSB for the third quarter ended September 30, 2006, filed with the SEC on November 13, 2006.
(3) Incorporated herein by reference to Exhibit 10.1 to the Company's quarterly report on 10-QSB for the third quarter ended September 30, 2006, filed with the SEC on November 13, 2006.
(4) Incorporated herein by reference to Exhibit 10.3 to the Company's quarterly report on 10-QSB for the third quarter ended September 30, 2006, filed with the SEC on November 13, 2006.
(5) Incorporated herein by reference to Exhibit 10.4 to the Company's quarterly report on 10-QSB for the third quarter ended September 30, 2006, filed with the SEC on November 13, 2006.
(6) Incorporated herein by reference to Exhibit 10.5 to the Company's quarterly report on 10-QSB for the third quarter ended September 30, 2006, filed with the SEC on November 13, 2006.
(7) 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, 2006.
(8) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K on January 25, 2006.bit 10.3 to the Company's current report on Form 8-K on January 25, 2006.
(9) Incorporated herein by reference to Exhibit 10 to the Company's current report on Form 8-K filed with the SEC on August 3, 2005.
(10) Incorporated herein by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed with the SEC on August 18, 2006.
(11) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on August 15, 2006.
(12) Incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on August 18, 2006.
(13) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on November 1, 2005.
(14) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on December 21, 2006.
(15) Incorporated herein by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on January 24, 2007.
ITEM 14-PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning the Company's principal accountant fees and services and the pre-approval policies and procedures of the Audit Committee of the Board of Directors required by this Item is incorporated by reference from the Company's Proxy Statement relating to the 2007 Annual Meeting of Stockholders scheduled to be held on or around June 15, 2007.
16
 
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
 (Registrant)

/s/ Van Z. Krikorian
--------------------------------------------------------
Van Z. Krikorian, Chairman, Chief Executive Officer
and Director

March 30, 2007
Date	

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Lester S. Caesar         3/30/07    /s/ Ian C. Hague                 3/30/07
-------------------------------------   ----------------------------------------
Lester S. Caesar, CPA                   Ian C. Hague
Chief Financial Officer                 Director

/s/ Drury J. Gallagher       3/30/07    /s/ Nicholas J. Aynilian         3/30/07
-------------------------------------   ----------------------------------------
Drury J. Gallagher                      Nicholas J. Aynilian
Chairman Emeritus,                      Director
Treasurer and Director

/s/ Jan Dulman               3/30/07    /s/ Harry Gilmore                3/30/07
-------------------------------------   ----------------------------------------
Jan Dulman                              Harry Gilmore
Controller                              Director	

17
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents

                                                                           Page

Report of Independent Registered Public Accounting
Firm - for the year ended December 31, 2006.................................F-1

Report of Independent Registered Public Accounting
Firm - for the years ended December 31, 2005................................F-2

Consolidated Balance Sheet - as of December 31, 2006 .......................F-3

Consolidated Statements of Operations and Comprehensive Loss -
for the years ended December 31, 2006 and 2005 and the development
stage period from January 1, 1995 through December 31, 2006 ................F-4

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
- for the development stage period from January 1, 1995
through December 31, 2006............................................F-5 to F-7

Consolidated Statements of Cash Flows - for the years ended
December 31, 2006 and 2005 and the development stage
period from January 1, 1995 through December 31, 2006.......................F-8

Notes to Consolidated Financial Statements..........................F-9 to F-21	

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors Global Gold Corporation and Subsidiaries (A Development Stage Company)
We have audited the accompanying consolidated balance sheet of Global Gold Corporation and Subsidiaries (A Development Stage Company) as of December 31, 2006 and the related consolidated statement of operations and comprehensive income, stockholders' equity and cash flows for the year ended December 31, 2006. The period beginning January 1, 1995 through December 31, 2005 were audited by the predecessor accounting firms. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and the results of their operations and their cash flows for the year ended December 31, 2006 and the period beginning January 1, 1995 through December 31, 2005 which were audited by the predecessor accounting firms, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses as more fully described in Note 2. These issues raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                               /s/Sherb & Co., LLP
                                  Certified Public Accountants
New York, New York
March 26, 2007	

F-1
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Global Gold Corporation and Subsidiaries
I have audited the accompanying consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows of Global Gold Corporation and Subsidiaries for the year ended December 31, 2005 and 2004. The period beginning January 1, 1995 through December 31, 2003 was audited by the predecessor accounting firm. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Global Gold Corporation and Subsidiaries for the year ended December 31, 2005 and 2004. The period from January 1, 1995 through December 31, 2003 was audited by the predecessor accounting firm, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2(a) to the financial statements, the Company has incurred significant losses since inception. This raised substantial doubt about the Company's ability to continue as a going concern. Management's plans with respect to these matters are also described in Note 2(a) to the financial statements. The financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

                                  /s/ Allen G. Roth, P.A.

March 28, 2006
New York, New York	

F-2
 
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, 2006
ASSETS
CURRENT ASSETS:

         Cash                                            $           7,016,380
         Inventories                                                   569,358
         Tax refunds receivable                                        105,240
         Prepaid expenses                                                9,428
         Other current assets                                           57,299
                                                              -----------------
               TOTAL CURRENT ASSETS                                  7,757,705
LICENSES, net of accumulated amortization
          of $546,535                                                2,663,401

INVESTMENT IN IBERIAN RESOURCES STOCK,
          HELD IN ESCROW                                             2,867,075

DEPOSITS ON CONTRACTS AND EQUIPMENT                                    443,523

PROPERTY, PLANT AND EQUIPMENT, net of
 accumulated depreciation of $248,196                                1,736,689
                                                              -----------------
                                                         $          15,468,393
                                                              =================	

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:

        Accounts payable and accrued expenses            $             850,982
        Common stock issues subject to put
          (500,000 shares issued)                                      800,000
                                                              -----------------
               TOTAL CURRENT LIABILITIES                             1,650,982
STOCKHOLDERS' EQUITY
         Common stock $0.001 par, 100,000,000
          shares authorized; 33,255,301
          shares issued and outstanding                                 32,755
         Additional paid-in-capital                                 28,438,785
         Unearned compensation                                      (1,740,448)
         Accumulated deficit prior to
          development stage                                         (2,907,648)
         Deficit accumulated during the
          development stage                                        (10,810,253)
         Accumulated other comprehensive income                        804,220
                                                              -----------------
               TOTAL STOCKHOLDERS' EQUITY                           13,817,411
                                                              -----------------
                                                         $          15,468,393
                                                              =================	

See Notes to Consolidated Financial Statements
F-3

                                                  GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                                                       (A Development Stage Company)

                                        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                                                                                                               Cumulative amount
                                                                        Year ended                                    from
                                                                       December 31,                             January 1, 1995
                                                      ------------------------------------------------              through
                                                             2006                        2005                  December 31, 2006
                                                      -------------------        ---------------------    --------------------------
REVENUES                                          $             5,985        $              -            $                5,985
                                                      -------------------        ---------------------       -----------------------

EXPENSES:
General and administrative                                  4,303,480                  1,454,282                      9,025,507
Mine exploration costs                                      3,350,152                    120,848                      3,583,725
Amortization and depreciation                                 611,642                    177,239                        788,881
Write-off on investment                                          -                          -                           135,723
Gain on sale of investment                                       -                          -                          (319,641)
Loss/(Gain) from investment in joint ventures              (3,150,965)                    12,000                     (3,138,965)
Interest expense                                              220,058                     53,942                        274,000
Loss/(Gain) on foreign exchange                               181,394                       -                            70,971
Interest income                                              (213,406)                   (14,778)                      (228,184)
                                                      -------------------        ---------------------       -----------------------
      TOTAL EXPENSES                                        5,302,355                  1,803,533                     10,192,017
                                                      -------------------        ---------------------       -----------------------
Loss from Continuing Operations                            (5,296,370)                (1,803,533)                   (10,186,032)

Discontinued Operations:
       Loss from discontinued operations                        -                        267,846                        386,413
       Loss on disposal of discontinued operations              -                        237,808                        237,808
                                                      -------------------        ---------------------       -----------------------
Net Loss Applicable to Common Shareholders                 (5,296,370)                (2,309,187)                   (10,810,253)

Foreign currency translation adjustment                       489,256                     (9,547)                       450,745
Unrealized gain on investments                                353,475                       -                           353,475
                                                      -------------------        ---------------------       -----------------------
Comprehensive Net Loss                            $        (4,453,639)       $        (2,318,734)        $          (10,006,033)
                                                      ===================        =====================       =======================
NET LOSS PER SHARE-BASIC
           AND DILUTED                            $            (0.21)        $            (0.15)
                                                      ===================        =====================
WEIGHTED AVERAGE SHARES
          OUTSTANDING - BASIC AND DILUTED                  25,512,704                 15,217,863
                                                      ===================        =====================	

See Notes to Consolidated Financial Statements
F-4
 
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

                                                                                                     Accumulated
                                                                     Deficit                           Other
                                                                   Accumulated                        Compreh-
                                                       Additional  during the             Unearned     ensive    Total
                                    Common Stock        Paid-in    Development  Treasury   Compen-     Income    Stockholders'
                                  Share      Amount     Capital       Stage      Stock     sation      (Loss)    Equity
                                ----------  --------  -----------  -----------  --------  ---------  ---------   ---------
Balance from February 21,
 1980 to December 31, 1994
 (Note 1)                        898,074  $ 89,807   $ 3,147,693   $(2,907,648)  $      -  $       -  $       -  $   329,852

  Adjustment for the
   restatement of par value            -   (88,909)       88,909             -          -          -          -         -
  Issuance of stock for
   acquisition of Eyre
   Resources, N.L              1,000,000     1,000       849,000             -          -          -          -      850,000
  Proceeds received from
   private placement             200,000       200       421,373             -          -          -          -      421,573
  Net loss                             -         -            -       (361,345)         -          -          -     (361,345)
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 1995   2,098,074     2,098     4,506,975    (3,268,993)         -          -          -    1,240,080

  Warrants exercised                  40         -           100             -          -          -          -          100
  Net loss                             -         -             -      (668,577)         -          -          -     (668,577)
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 1996   2,098,114     2,098     4,507,075    (3,937,570)         -          -          -      571,603

  Issuance of common stock     2,250,000     2,250       222,750             -          -          -          -      225,000
  Net loss                             -         -            -       (690,747)         -          -          -     (690,747)
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 1997   4,348,114     4,348     4,729,825    (4,628,317)         -          -          -      105,856

  Net income                           -         -             -        34,944          -          -          -       34,944
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 1998   4,348,114     4,348     4,729,825    (4,593,373)         -          -          -      140,800

  Purchase of treasury stock           -         -             -             -    (60,000)         -          -      (60,000)
  Unrealized loss on
   investment                          -         -             -             -          -          -    (16,000)     (16,000)
  Net income                           -         -             -       (93,826)         -          -          -      (93,826)
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 1999   4,348,114     4,348     4,729,825    (4,687,199)   (60,000)         -    (16,000)     (29,026)

  Issuance of common stock in
   connection with settlement     20,000        20         1,980             -          -          -          -        2,000
  Cancellation of treasury
   stock                      (1,000,000)   (1,000)      (59,000)            -     60,000          -          -          -
  Settlement of accrued
   salary                      1,000,000     1,000       161,500             -          -          -          -      162,500
  Sale of warrants                     -         -           650             -          -          -          -          650
  Unrealized loss on
   investment                          -         -             -             -          -          -    (90,000)     (90,000)
  Net loss                             -         -             -       (33,341)         -          -          -      (33,341)
                              ----------  --------   -----------   -----------   --------  ---------  ---------  ---------

Balance at December 31, 2000   4,368,114     4,368     4,834,955    (4,720,540)         -          -   (106,000)      12,783	

See Notes to Consolidated Financial Statements
F-5
 
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

                                                                                                   Accumulated
                                                                   Deficit                           Other
                                                                 Accumulated                        Compreh-
                                                     Additional  during the             Unearned     ensive    Total
                                  Common Stock        Paid-in    Development  Treasury   Compen-     Income    Stockholders'
                                Share      Amount     Capital       Stage      Stock     sation      (Loss)    Equity
                              ----------  --------  -----------  -----------  --------  ---------  ---------   -------
Balance at December 31, 2000   4,368,114     4,368    4,834,955   (4,720,540)       -         -     (106,000)  $    12,783
Net loss                               -         -            -      (26,832)       -         -            -       (26,832)
Unrealized gain on investment          -         -            -            -        -         -      (15,000)      (15,000)
                               ---------   -------   ----------  -----------  --------  -------     --------   ---------

Balance at December 31, 2001   4,368,114     4,368    4,834,955   (4,747,372)       -         -     (121,000)      (29,049)
                                                                                                                       -
Issuance of common stock for
compensation                     200,000       200        9,800            -        -         -            -        10,000
Net loss                               -         -            -      (60,113)       -         -            -       (60,113)
Unrealized gain on investment          -         -            -            -        -         -      247,406       247,406
                               ---------   -------   ----------  -----------  --------  -------     --------   ----------

Balance at December 31, 2002   4,568,114     4,568    4,844,755   (4,807,485)       -         -      126,406       168,244

Issuance of common stock for
Cash:
  at $0.25 per share, January    350,000       350       87,150            -        -         -            -        87,500
  at $0.25 per share, July     1,000,000     1,000      231,500            -        -         -            -       232,500
  at $0.50 per share, October    100,000       100       46,400            -        -         -            -        46,500
  at 0.50 per share, October     400,000       400      185,600            -        -         -            -       186,000
Issuance of common stock for
compensation:
  at $0.25 per share, February 1,800,000     1,800      448,200            -        -  (450,000)           -           -
  at $0.25 per share, June       900,000       900      224,100            -        -  (225,000)           -           -
  at $0.25 per share,
   December                       90,000        90       22,410            -        -   (22,500)           -           -
Amortization of deferred
 compensation                          -         -            -            -        -   165,802            -       165,802
Issuance of common stock for
 services:
  at $0.25 per share, January    500,000       500      124,500            -        -  (100,000)           -        25,000
  at $0.25 per share, April      250,000       250       62,250            -        -         -            -        62,500
  Shares cancelled in
   September, which were
   issued in January            (500,000)     (500)    (124,500)           -        -   100,000            -       (25,000)
Shares issued at $0.25 per
 share for accounts payable
 in April                        100,000       100       24,900            -        -         -            -        25,000
Fractional share adjustment           20         -            -            -        -         -            -           -
Unrealized gain on investment          -         -            -            -        -         -      (95,278)      (95,278)
Net Loss                               -         -            -     (616,820)       -         -            -      (616,820)
                               ---------   -------   ----------  -----------   -------  -------     --------   ----------
Balance at December 31, 2003   9,558,134     9,558    6,177,265   (5,424,305)       -  (531,698)      31,128       261,948

Issuance of common stock for
  Compensation at $0.50
  in January:                    250,000       250      124,750            -        -  (125,000)           -           -
Forfeiture of common stock for
  Compensation at $0.25
  in June:                     (526,833)     (527)     (131,181)           -        -   131,708            -           -
Issuance of common stock for
 payables:
  at $0.50 per share, October    200,000       200       99,800            -        -         -            -       100,000
  at $0.34 per share, November    40,000        40       13,460            -        -         -            -        13,500
Issuance of common stock for
  Cash at $0.50 in November,
  less $15,000 closing fee     3,000,000     3,000    1,482,000            -        -         -            -     1,485,000
Issuance of common stock for
  Closing fees at $0.50
  in October:                    90,000         90          (90)           -        -         -            -
Amortization of unearned comp         -          -            -            -        -   316,756            -       316,756
Unrealized loss on investment         -          -            -            -        -         -      (31,128)      (31,128)
Net Loss                              -          -            -     (688,039)       -         -            -      (688,039)
                              ---------    -------   ----------  -----------  -------   -------     --------   ----------
Balance at December 31, 2004  12,611,301  $12,611    $7,766,004  $(6,112,344) $     -  $(208,234)    $     -     1,458,037	

See Notes to Consolidated Financial Statements
F-6
 
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

                                                                                                   Accumulated
                                                                   Deficit                           Other
                                                                 Accumulated                        Compreh-
                                                     Additional  during the             Unearned     ensive    Total
                                  Common Stock        Paid-in    Development  Treasury   Compen-     Income    Stockholders'
                                Share      Amount     Capital       Stage      Stock     sation      (Loss)    Equity
                              ----------  --------  -----------  -----------  --------  ---------  ---------   -------

Balance at December 31, 2004  12,611,301    12,611    7,766,004   (6,112,344)       -    (208,234)        -     1,458,037

Issuance of common stock for
Compensation:
  at $0.50 per share, January    850,000       850      424,150            -        -    (425,000)         -         -
  at $1.00 per share, June       170,000       170      169,830            -        -    (170,000)         -         -
  at $1.50 per share, December    45,000        45       67,455            -        -    ( 67,500)         -         -
Issuance of common stock for
  Cash at $0.75 in June,
  less $39,000 closing fee     4,000,000     4,000    2,957,000            -        -           -          -    2,961,000
Warrants exercised               220,000       220       54,780            -        -           -          -       55,000
Amortization of unearned comp          -         -            -            -        -     292,994          -      292,994
Foreign currency translation
adjustments                            -         -            -            -        -           -    (38,511)     (38,511)
Net Loss                               -         -            -   (2,309,187)       -           -          -   (2,309,187)
                               ---------   -------   ----------  -----------  -------     -------   --------   ----------

Balance at December 31, 2005  17,896,301    17,896   11,439,219   (8,421,531)       -     (577,740)  (38,511)   2,419,333

Issuance of common stock for
Compensation:
  at $1.50 per share, February   274,000       274      410,726         -           -     (375,000)     -          36,000
  at $1.70 per share, June       925,000       925    1,571,575         -           -   (1,572,500)     -            -
  at $1.25 per share, September  200,000       200      249,800         -           -     (250,000)     -            -
Forfeiture of common stock for   (40,000)      (40)     (44,960)                            45,000                   -
Compensation
Issuance of common stock for
  Payable at $1.15 per share,    100,000       100      114,900                                                   115,000
  January
Slae of common stock          10,400,000    10,400   12,989,588         -           -         -         -      12,999,988
Less: Selling expense for
sale of common stock                          -        (764,957)                                                 (764,957)
Issuance of options for
Compensation                                            225,894                                                   225,894
Warrants exercised             3,000,000     3,000    2,247,000                                                 2,250,000
Accrual of stock bonuses
Issued in 2007                                                                             (27,950)               (27,950)
Amortization of unearned comp                                                            1,017,742              1,017,742
Net Loss                                                          (5,296,370)                                  (5,296,370)
Other comprehensive income          -        -             -                        -         -      842,731      842,731
                               ---------   -------   ----------  -----------  -------     -------   --------   ----------
Balance at December 31, 2006  32,755,301 $ 32,755  $ 28,438,785 $(13,717,901)$      -  $(1,740,448)$ 804,220 $ 13,817,411
                               =========   =======   ==========  ===========  =======     =======   ========   ==========	

See Notes to Consolidated Financial Statements
F-7

                                         GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                                             (A Development Stage Enterprise)

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                              Year Ended                     January 1, 1995
                                                                             December 31,                  Cumulative amount
                                                            -------------------------------------------          through
                                                                 2006                        2005           December 31, 2006
                                                            ----------------             --------------   ---------------------
OPERATING ACTIVITIES:
Net loss                                                $   (5,296,370)              $    (2,309,187)       $     (10,810,253)
Adjustments to reconcile net loss
to net cash used in operating activities:
     Amortization of unearned compensation                    1,017,742                      292,994                1,793,294
     Stock option expense                                       225,894                         -                     225,894
     Amortization expense                                       609,728                      156,865                  766,593
     Depreciation expense                                       221,972                       24,701                  248,196
     Accrual of stock bonuses issued in 2007                    (27,950)                        -                     (27,950)
     Write-off of investment                                       -                            -                     135,723
     Loss on disposal of discontinued operations                   -                         237,808                  237,808
     Equity in loss on joint venture                               -                          12,000                   12,000
     Gain on extinguishment of debt                                -                            -                    (110,423)
     Gain on sale of investments (non-cash portion)          (2,150,965)                        -                  (2,470,606)
     Other non-cash expenses                                     26,660                         -                     199,637
Changes in assets and liabilities:
     Other current and non current assets                    (1,057,021)                    (207,243)                (949,019)
     Accounts payable and accrued expenses                      737,324                      107,217                1,191,600
                                                            ----------------             --------------        -----------------
     NET CASH FLOWS USED IN OPERATING ACTIVITIES             (5,692,986)                  (1,684,845)              (9,557,506)
                                                            ----------------             --------------        -----------------
INVESTING ACTIVITIES:
     Purchase of property, plan and equipment                (1,611,833)                        -                  (1,611,833)
     Proceeds from sale of Armenia mining interest                 -                            -                   1,891,155
     Proceeds from sale of investment in common stock
      of Sterlite Gold                                             -                            -                     246,767
     Investment in joint ventures                                  -                        (260,000)                (260,000)
     Investment in mining licenses                           (1,200,000)                  (1,500,000)              (4,092,936)
                                                            ----------------             --------------        -----------------
     NET CASH USED IN INVESTING ACTIVITIES                   (2,811,833)                  (1,760,000)              (3,826,847)
                                                            ----------------             --------------        -----------------
FINANCING ACTIVITIES:
     Net proceeds from private placement offering            12,235,031                    2,961,000               17,680,104
     Repurchase of common stock                                    -                            -                     (25,000)
     Due to related parties                                        -                            -                     (22,218)
     Warrants exercised                                       2,250,000                      55,000                 2,305,750
                                                            ----------------             --------------        -----------------
     NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES         14,485,031                    3,016,000               19,938,636
                                                            ----------------             --------------        -----------------
EFFECT OF EXCHANGE RATE ON CASH                                 489,256                      (38,511)                 450,745
                                                            ----------------             --------------        -----------------
NET INCREASE (DECREASE) IN CASH                               6,469,468                     (467,356)               7,005,028

CASH AND CASH EQUIVALENTS - beginning of period                 546,912                    1,014,268                   11,352
                                                            ----------------             --------------        -----------------
CASH AND CASH EQUIVALENTS - end of period               $     7,016,380              $       546,912       $        7,016,380
                                                            ================             ==============        =================
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                       $         -                  $          -          $            2,683
                                                            ================             ==============        =================
Interest paid                                           $         -                  $          -          $           15,422
                                                            ================             ==============        =================
Noncash Transactions:
 Stock issued for deferred compensation                 $     2,233,500              $       662,500       $        3,593,500
 Stock forfeited for deferred compensation              $        45,000              $          -          $          742,500
 Stock issued for mine acquisition                      $     1,115,000              $          -          $        1,115,000
 Stock issued for accounts payable                      $          -                 $          -          $           25,000
 Stock issued in exchange for services                  $          -                 $          -          $             -
                                                            ================             ==============        =================
Mine acquisition costs in accounts payables             $          -                 $          -          $           50,697
                                                            ================             ==============        =================	

See Notes to Consolidated Financial Statements
F-8
GLOBAL GOLD CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
1. ORGANIZATION AND BUSINESS
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 and Santiago, Chile. 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 81 people globally on a year round basis and an additional 120 people on a seasonal basis.
The Company's current production, exploration, and development focus in Armenia primarily revolves around the North Central Armenian Belt, where it is integrating the Hankavan mine deposit, Tukhmanuk mine, and other adjacent exploration sites. The Company has been conducting a drill program there to confirm the historical data and develop mining plans. The Company also engages in exploration outside the North Central Belt at the Getik and Marjan properties, and holds royalty and participation rights in other locations in the country through other affiliated and subsidiary companies.
In Canada, the Company is currently engaged in uranium exploration activities. In Chile, the Company is currently engaged in copper and gold exploration activities.
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 its approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia for 100,000 shares of the Company's Common Stock at a fair market value of $1.15 per share. The sellers of the 80% of Athelea Investments, CJSC, were Messrs. Simon Cleghorn (30,000 shares), Sergio DiGiovani (30,000 shares), Armen Ghazarian(10,000 shares), and Frank Pastorino (30,000 shares). Mr. Frank Pastorino is an officer of the Company and Mr. Simon Cleghorn was an officer of the Company until September 30, 2006.
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 and Subsidiaries, through December 31, 2006.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis for Presentation - The consolidated financial statements at December 31, 2006, and for the year then ended was prepared assuming that the Company would continue as a going concern. Since its inception, the Company, a developing stage enterprise, has generated revenues of $5,985 (other than interest income, the proceeds from the sale of an interest in an Armenian mining venture, and the sale of common stock of marketable securities received as consideration, therewith) while incurring losses in excess of $10,800,000. Management pursued additional investors and lending institutions interested
F-9
in financing the Company's projects. However, there is no assurance that the Company will obtain the financing that it requires or will achieve profitable operations. The Company expected to incur additional losses for the near term until such time as it would derive substantial revenues from the Armenian mining interests acquired by it or other future projects. 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 financial statements at December 31, 2006 and for the year then ended did not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
b. 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.
c. 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.
d. 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 accounts are reasonable estimates of their fair value because of the short-term nature of such instruments.
e. Inventory - Inventory consists of the following:

                                        For the twelve months ended
                                                  December 31,
                                        -----------------------------
                                               2006         2005
                                        -------------    ------------

Ore ....................................  $   526,201   $         -
Concentrate ............................       16,006             -
Materials, supplies and other ..........       27,151        18,339
                                          -----------   -------------
Total Inventory.........................  $   569,358   $    18,339
                                          ===========   =============	

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.
f. Investment in Iberian Resources Stock, Held in Escrow - The Company classifies its existing restricted marketable equity securities as available for sale in accordance with SFAS No. 115. These securities are carried at fair market value. Unrealized gains or losses of marketable securities available for sale are recognized as an element of comprehensive income on a quarterly basis based on changes in the fair value of the security as quoted on national or inter dealer stock exchanges.
g. 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.
h. 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.
i. 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 December 31, 2006 and 2005, the Company's outstanding options were 662,500 and 150,000, respectively, and warrants were 6,466,666 and 5,000,000, respectively.
j. 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.
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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 year ended December 31, 2006, net income and earnings per share include the actual deduction for stock-based compensation expense. The total stock-based compensation expense for the year ended December 31, 2006 was $1,243,647. The expense for stock-based compensation is a non-cash expense item.
Under the requirements of FAS 123R, the Company is not required to restate prior period earnings, however, the Company is required to supplement its financial statements with additional pro forma disclosures. Had compensation cost for the Company's stock option plan been determined based on the fair value at the date of grant, the Company's net income and basic and diluted earnings per share would have remained the same as the pro forma amounts for the year ended December 31, 2005.
k. 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.
The following table summarizes the computations reconciling net loss to comprehensive loss for the years ended December 31, 2006 and 2005.

                                            Year Ending December 31,
                                  --------------------------------------------
                                           2006                    2005
                                  ---------------------   --------------------
Net loss ........................ $         (5,296,370)   $        (2,309,187)
Unrealized gain/(loss) arising
  during the year ............... $            842,731    $            (9,547)
                                  ---------------------   --------------------
Comprehensive loss............... $         (4,453,639)   $        (2,318,734)
                                  =====================   ====================	

l. 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.
m. 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."
n. 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.
F-11
o. 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.
p. 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 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.
q. 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.
r. 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.
s. Investment in Joint Venture - These investments were carried on the equity method. On August 18, 2006 the Company terminated the Marjan Mining Company Joint Venture Agreement entered into as of October 28, 2005. On December 19, 2006, Global Gold Mining entered a "Restructuring, Royalty, and Joint Venture Termination Agreement" which terminates the Aigedzor Mining Company Joint Venture at a gain of $3,150,965. As of December 31, 2006, the Company no longer had any investment in Joint Ventures.
t. Reclamation and Remediation Costs (Asset Retirement Obligations) - In January 2005, we adopted SFAS No. 143 "Accounting for Asset Retirement Obligations," which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires us to record a liability for the present value of our estimated environmental remediation costs and the related asset created with it. The liability will be accreted and the assets will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made.
Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on management's current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations. Accordingly, no such costs were accrued at December 31, 2006.
It is possible that, due to uncertainties associated with defining the nature and extent of environmental contamination and the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology, the ultimate cost of reclamation and remediation could change in the future.
u. 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.
F-12
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 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.
v. Common Stock Issued Subject to Put - The Company issued 500,000 shares of restricted stock, as part of the Mego-Gold, LLC purchase, with the right to be sold back to the Company for $1,000,000 on or before September 15, 2007 if the stock is not traded at or above two dollars and fifty cents ($2.50) at any time between July 1, 2007 and August 31, 2007. On September 12, 2006, GGM separately loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan, a seller of Mego-Gold LLC which may be offset against the potential $1,000,000 liability.
w. Discontinued Operations - After certain exploration activities, including limited drilling in 2005, the Company determined that it should discontinue its exploration operations at Santa Candelaria, and wrote down its investment. On January 13, 2006, the Company sold its interest in Santa Candelaria in exchange for a royalty and the right to reacquire the property; all as further described in "a" of Agreements and Commitments, below. Accordingly, we separated discontinued operations and disposal of discontinued operations from continuing operations on the statements of operations for the year ended December 31, 2005. The Company's loss per share from discontinued operations was $0.02 and its loss per share on disposal of discontinued operations was $.02 per share.
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 December 31, 2006.

Property, plant and equipment.................      $ 1,984,885
Less accumulated depreciation.................         (248,196)
                                                      ---------
                                                    $ 1,736,689
                                                      =========	

The Company had depreciation expense for the year ended December 31, 2006 and 2005 of $221,972 and $20,374, respectively.
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of December 31, 2006, the accounts payable and accrued expenses consisted of the following:

Compensation payable..........................      $   100,400
Laboratory testing work payable...............          368,212
Drilling work payable.........................           80,786
Accounts payable..............................          235,619
Accrued expenses..............................           65,965
                                                       ---------
                                                    $   850,982
                                                      ==========	

F-13
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. As of December 31, 2006, bank deposits in the United States exceeded federally insured limits by approximately $6,613,000. At December 31, 2006, the Company had approximately $218,000 in Armenian bank deposits, which may not be insured. The Company has not experienced any losses in such accounts through December 31, 2006.
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.
6. OFFICERS' COMPENSATION
The Company values shares issued to officers using the fair value of common shares on grant date.
The Company, on February 1, 2003, entered into Amended and Restated Employment Agreements with both the Chairman and President that modified the pre-existing Employment Agreements. Each Agreement provided for base compensation of $100,000 per year and the grant of 900,000 shares as a stock award subject to a substantial risk of forfeiture if either terminates their employment with the Company (other than by death or disability) over the term of the agreement. The Company, on June 1, 2003 entered into an Employment Agreement with the then Vice President and general counsel which provided for base compensation of $100,000 per year and the grant of 900,000 shares as a stock award subject to substantial risk of forfeiture if he terminates his employment with the Company (other than by death or disability) over the term of the Agreement. These shares are to be earned, and vest ratably, during such period, plus any bonus determined in accordance with any bonus plan approved by the Board of Directors. Such amounts have been reflected as unearned compensation and are being amortized as compensation expense on a straight-line basis over the term of the agreements. On June 30, 2004 the former president tendered his resignation and accordingly forfeited 526,833 shares valued at $131,708.
On August 1, 2005, the Company entered two-year employment agreements with Messrs. Lester S. Caesar, CPA as the Chief Financial Officer and Jan Dulman as the Controller. Mr. Caesar will receive $48,000 per year and Mr. Dulman will receive $12,000 per year. Both contracts are identical in that they include restricted stock awards of the Company's shares of 40,000 vesting at a rate of 10,000 shares per six months. On February 6, 2006, the employment agreements were amended, retroactively to January 1, 2006, restating compensation where as Mr. Caesar will receive $42,000 per year and Mr. Dulman will receive $24,000 per year.
The Company has declared cash bonuses to officers of $56,000, which amount is included in officers' compensation and in accounts payable and accrued expenses as of December 31, 2005.
On February 10, 2006, the Company issued 24,000 shares to Dr. Urquhart at the fair market value of $1.50 per share. The shares were issued as compensation for the prior year. The expense was accrued for year-end December 31, 2005.
The Company issued 50,000 shares to each of the five Directors as of February 10, 2006 at the fair market value of $1.50 per share. Such amounts have been reflected as unearned compensation and are being amortized into compensation expense on a straight-line basis over the term of the agreements.
Effective May 1, 2006, Global Gold Mining amended the contract of Simon Cleghorn, the Director of Exploration and Mining. The amended terms increase his time devoted to 100%, increase his salary to $125,000, and extend the contract an additional year through July 31, 2009. On September 30, 2006, the resignation of Mr. Simon Cleghorn as the Director of Mining and Exploration and his assumption of a more limited role as "Senior Geologist" in Armenia of the Company's subsidiary, Global Gold Mining, LLC was effective. In connection with this transition and pursuant to the applicable restricted stock awards from the Company, a total of 40,000 shares previously granted to Mr. Cleghorn did not vest and have reverted back to the Company.
On June 15, 2006, the Board of Directors (based on the decision of the Compensation Committee and without the participation of Messrs. Gallagher and Krikorian) approved an amendment to the employment agreement of Drury Gallagher with respect to his employment as Chief Executive Officer of the Company. The revised employment agreement provides that Mr. Gallagher will resign as Chairman and Chief Executive Officer and assume the titles of Chairman Emeritus and Treasurer effective December 31, 2006 and effective June 30, 2006, will receive an annual base salary of $125,000, representing a 25% increase over his previous salary and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The amended agreement is for two and a half years terminating on December 31, 2008.
F-14
Pursuant to the revised agreement, Mr. Gallagher was also granted (i) 50,000 shares of restricted stock to vest in four equal installments of 12,500 shares each on December 30, 2006, June 30, 2007, December 30, 2007 and June 30, 2008 and (ii) 250,000 stock options to purchase Common Stock at $1.70 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2006), to vest in eight equal installments of 28,125 shares each on September 30, 2006, December 30, 2006, March 30, 2007, June 30 2007, September 30, 2007, December 30, 2007, March 30, 2008 and June 30, 2008. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan. The restricted stock and options previously awarded to Mr. Gallagher will continue to vest pursuant to his original Employment Agreement.
On June 15, 2006, the Board of Directors (based on the decision of the Compensation Committee and without the participation of Messrs. Gallagher and Krikorian) also approved an amendment to the employment agreement of Mr. Van Krikorian with respect to his employment as President and General Counsel of the Company. The revised Employment Agreement provides that Mr. Krikorian will receive an annual base salary of $225,000, representing a 25% increase over his previous salary effective July 1, 2006 and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The amended Employment Agreement terminates on June 30, 2009.
Pursuant to the revised agreement, Mr. Krikorian was also granted 600,000 shares of restricted stock to vest in three equal installments of 200,000 shares each on June 30, 2007, June 30, 2008 and June 30, 2009. The restricted stock is subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the agreement. The restricted stock previously awarded to Mr. Krikorian will continue to vest pursuant to his original Employment Agreement, as amended previously.
The Board of Directors also approved an amendment to Mr. Ashot Boghossian's Employment Agreement with respect to his employment as Regional Director of Global Gold Mining, LLC. The revised Employment Agreement provides that Mr. Boghossian will receive the same annual base salary as in his previous agreement of $72,000 and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. The amended Employment Agreement extends for another three years terminating on June 30, 2009.
Pursuant to the revised agreement, Mr. Boghossian was also granted 225,000 shares of restricted stock to vest in twelve equal installments of 18,750 shares each on September 30, 2006, December 30, 2006, March 30, 2007, June 30, 2007, September 30, 2007, December 30, 2007, March 30, 2008, June 30, 2008, September 30, 2008, December 30, 2008, March 30, 2009 and June 30, 2009. The restricted stock is subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Employment Agreement. The restricted stock previously awarded to Mr. Boghossian will continue to vest pursuant to his original employment agreement.
On June 15, 2006, the Board of Directors also approved an amendment of Mr. Jan Dulman's Employment Agreement with respect to his employment as Controller of the Company. The revised Employment Agreement provides that Mr. Dulman will receive an annual base salary of $60,000, representing a $36,000 increase over his previous salary, effective May 1, 2006. Mr. Dulman's Employment Agreement terminates on July 31, 2007.
Pursuant to the revised agreement, Mr. Dulman was also granted 62,500 stock options to purchase Common Stock at $1.70 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2006), to vest in three installments as follows: 20,833 shares on June 15th, 2006, 20,833 shares on November 30, 2006, and 20,834 shares on July 31, 2007. The options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Employment Agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan. The restricted stock previously awarded to Mr. Dulman will continue to vest pursuant to his original employment agreement.
On June 15, 2006, the Company at the Annual Meeting of Stockholders of the Company, the following directors were re-elected: Mr. Drury J. Gallagher, Van Z. Krikorian, Nicholas J. Aynilian, Ian C. Hague and Michael T. Mason and Mr. Hrayr Agnerian, of Scott Wilson Roscoe Postle Associates, Inc. was elected to his first term as a Director, effective June 15, 2006.
On June 15, 2006, the Company issued 50,000 shares to Hrayr Agnerian in conjuction with being elected as a Director at the fair market value of $1.70 per share. Such amount has been reflected as unearned compensation and is being amortized into compensation expense on a straight-line basis over the term of the agreement.
On September 18, 2006, the Company entered an employment agreement with Michael T. Mason, designating him as the Company's Chief Operating Officer. The employment agreement provides that Mr. Mason will receive an annual base salary of $150,000, and is entitled to receive any bonus as determined in accordance with any plan approved by the Board of Directors. Mr. Mason resigned from the Board of Directors effective September 18, 2006. The employment agreement is for an initial term of two years and twelve days, terminating on September 30, 2008.
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Pursuant to the employment agreement, Mr. Mason was also granted (i) 200,000 shares of restricted common stock to vest in four equal installments of 50,000 shares on March 18, 2007, September 18, 2007, March 18, 2008, and September 18, 2008 and (ii) options to purchase 200,000 shares of Common Stock at $1.25 per share (the arithmetic mean of the high and low prices of the Company's stock on September 18, 2006), to vest in two equal installments of 100,000 shares on September 18, 2006, September 18, 2007. The restricted stock and options are subject to a substantial risk of forfeiture upon termination of his employment with the Company during the term of the Agreement and the option grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
The Company has declared cash bonuses to officers of $104,000 that is included in officers' compensation and in accounts payable and accrued expenses.
The Company has 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 21,250 shares of common stock at $0.86 per share for a total value of $18,275. The $26,875 is included in officers' compensation and in accounts payable and accrued expenses as of December 31, 2006.
The Company has declared stock bonuses to 8 key employees in Armenia for a total of 32,500 shares of common stock at $0.86 per share for a total value of $27,950 which vest over 2 years. As of December 31, 2006, the $27,950 was included in unearned compensation and in accounts payable and accrued expenses.
Compensation expense for the years ended December 31, 2006 and 2005 was $2,253,787 and $793,272. The amount of total deferred compensation amortized for the years ended December 31, 2006 and 2005 was $1,017,742 and $292,944.
The following table illustrates the Company's compensation commitments for the next 5 years as of December 31, 2006.

Year                   Amount
 2007                 $2,475,545
 2008                  1,444,728
 2009                    318,500
 2010                          -
 2011                          -	

7. INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109"). SFAS No. 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. SFAS No. 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. At December 31, 2006, the Company had net deferred tax assets of $3,353,000. The Company has provided a valuation allowance, which increased during 2006 by $1,422,000, against the full amount of its deferred tax asset, since the likelihood of realization cannot be determined.
The following table illustrates the source and status of the Company's major deferred tax assets as of December 31, 2006.

Deferred tax assets:
Net operating loss carryforward ..............      $ 3,600,000
Stock option expense .........................           90,000
                                                      ---------
                                                      3,690,000
                                                      ---------
Deferred tax liabilities:
Foreign exchange gain ........................          196,000
Unrealized gain on investment.................          141,000
                                                      ---------
                                                        337,000
                                                      ---------
Net deferred tax asset .......................        3,353,000
Valuation allowance ... ......................       (3,353,000)
                                                      ---------
                                                    $         -
                                                      =========
                             F-16	

The provision for income taxes for year ended December 31, 2006 and 2005 differs from the amount computed by applying the statutory federal income tax rate (35%) to income before income taxes as follows:

                                                    2006       2005
                                                 ---------   --------
Income tax benefit computed at statutory rate   $1,559,000  $ 890,000
State tax benefit (net of federal)                 223,000
Permanent differences (principally amortization
         of differed compensation)                (360,000)
Increase in valuation allowance .............   (1,422,000)  (890,000)
                                                 ---------   --------
Provision for income taxes ..................    $       -   $      -
                                                 =========   ========	

The Company had net operating loss carry forwards for tax purposes of approximately $9,000,000 at December 31, 2006 expiring at various dates from 2012 to 2025. A significant portion of these carry forwards are subject to limitations on annual utilization due to "equity structure shifts" or "owner shifts" involving "5 percent stockholders" (as defined in the Internal Revenue Code of 1986, as amended), which resulted in more than a 50 percent change in ownership.
8. COMMON STOCK
On January 11, 2005 the Company appointed one (1) additional Director to the Board of Directors; Ian Hague. Each Director of the Company receives 50,000 shares of the Company's common stock per year for their services as a Director. An aggregate of 250,000 shares were issued to the directors in February 2005.
In July 2005, the Company sold 4,000,000 units at $0.75 per share in a private placement. The units included 4,000,000 common shares and 2,000,000 warrants exercisable at $1.42 per share per share and expire after two years. A placement agency fee of $39,000 was made to consultants and was included in additional paid-in capital.
Each Director of the Company received 50,000 shares of the Company's common stock per year for their services as a Director in 2006. An aggregate of 250,000 shares were issued to the directors in February 2006. On June 15, 2006, the Company appointed one (1) additional Director to the Board of Directors; Hryar Agnerian. Mr. Agnerian was also issued 50,000 shares of the Company's common stock for his services as a Director.
In April 2006, the Company sold 10,400,000 units at $1.25 per share in a private placement. The units included 10,400,000 common shares and 4,466,666 warrants exercisable at $2.00 per share and expire after two years. A finder's fee of $750,000 was made to Aton Securities, Inc. and was included in additional paid-in capital.
9. WARRANTS AND OPTIONS
The Company adopted the 1995 Stock Option Plan under which a maximum of 500,000 shares of Common Stock may be issued (subject to adjustment for stock splits, dividends and the like). In July 2002, the Company granted options to buy 150,000 shares of common stock, at an exercise price of $0.11 per share, to each of the then Chairman, Drury Gallagher, and President of the Company, Robert Garrison. Of these options issued, 75,000 vest on the first anniversary of the date of issuance, and the remaining 75,000 vest on the second anniversary of the date of issuance. These options expire five years from the date of issuance. As of December 31, 2006, there were 200,000 stock awards available under the Plan for future issuance. On June 30, 2004, the former President and CFO, Mr. Robert Garrison resigned his office and thereby forfeited his options. Mr. Gallagher's options expire on June 30, 2007.
On June 15, 2006, the Company's stockholders approved the Global Gold Corporation 2006 Stock Incentive Plan (the "2006 Stock Incentive Plan") under which a maximum of 3,000,000 shares of Common Stock may be issued (subject to adjustment for stock splits, dividends and the like). The 2006 Stock Incentive Plan replaces the Company's Option Plan of 1995 which terminated in June 2005. The Company's 2006 Stock Incentive Plan has a ten - year term and will expire on June 15, 2016. On June 15, 2006, the Company granted options to buy 250,000 shares of common stock, at an exercise price of $1.70 per share, to the then Chairman and CEO, Drury Gallagher. On June 15, 2006, the Company also granted options to buy 62,500 shares of common stock, at an exercise price of $1.70 per share, to the Controller, Jan Dulman. On September 18, 2006, the Company granted options to buy 200,000 shares of common stock, at an exercise price of $1.25 per share, to the then Chief Operating Officer, Michael T. Mason.
On October 31, 2005, the Company issued 220,000 shares to satisfy the exercise of warrants held. The warrants were exercised at $0.25 per share for a total of $55,000.
F-17
On December 1, 2006, Global Gold Corporation sold $2,250,000 in common shares, pursuant to exemptions from registration requirements of the Securities Act. The transaction involved the exercise of warrants originally issued on November 4, 2004. The transaction involved the issuance of 3,000,000 shares of common stock at $0.75 per share in accordance with the warrants. The purchasers and corresponding shares issued are: Firebird Global Master Fund, Ltd, 1,500,000 shares; Firebird Avrora Fund, Ltd. 750,000 shares; and Firebird Republics Fund, Ltd. 750,000 shares.
The following tables illustrates the Company's stock warrant and option issuances and balances outstanding as of, and during the years ended December 31, 2006 and December 31, 2005, respectively.

                                                         WARRANTS                              OPTIONS
                                         ----------------------------------    ---------------------------------
                                              Shares            Weighted           Shares           Weighted
                                            Underlying          Average          Underlying         Average
                                             Warrants        Exercise Price       Options       Exercise Price
                                         ----------------    --------------    ---------------    --------------
Outstanding at December 31, 2004            3,330,000           $   0.70            300,000            $ 0.11
   Granted ..............................           -                  -                  -                 -
   Canceled .............................    (110,000)              0.10           (150,000)             0.11
   Exercised ............................    (220,000)              0.25                  -                 -
   Sold in units.........................   2,000,000               1.42                  -                 -
                                         ----------------    --------------    ---------------    --------------
Outstanding at December 31, 2005            5,000,000           $   0.99            150,000            $ 0.11
   Granted ..............................           -                  -            512,500              1.19
   Canceled .............................           -                  -                  -                 -
   Exercised ............................  (3,000,000)              0.75                  -                 -
   Sold in units.........................   4,466,666               2.00                  -                 -
                                         ----------------    --------------    ---------------    --------------
Outstanding at December 31, 2006            6,466,666           $   1.82            662,500            $ 0.95
                                        ================    ==============    ===============    ==============	

The following is additional information with respect to the Company's options and warrants as of December 31, 2006.

                                                            WARRANTS
           WARRANTS OUTSTANDING                           EXERCISABLE
----------------------------------------------  --------------------------------
            Number of    Weighted                 Number of
           Outstanding    Average    Weighted    Exercisable          Weighted
Average      Shares      Remaining    Average      Shares              Average
Exercise   Underlying   Contractual  Exercise    Underlying           Exercise
 Price      Warrants       Life        Price      Warrants              Price
----------------------- ----------------------  ----------------    ------------

  $ 1.63   6,466,666    0.92 years    $ 1.82    6,466,666              $ 1.82

                                                                    OPTIONS
                OPTIONS OUTSTANDING                               EXERCISABLE
----------------------------------------------  --------------------------------
            Number of    Weighted                 Number of
           Outstanding    Average    Weighted    Exercisable          Weighted
Average      Shares      Remaining    Average      Shares              Average
Exercise   Underlying   Contractual  Exercise    Underlying           Exercise
 Price       Options      Life        Price       Options              Price
---------------------- -----------------------  ----------------    ------------

$ 0.89    662,500      7.50 years    $ 0.87       347,916              $ 0.69	

F-18
10. AGREEMENTS AND COMMITMENTS
a. As of January 13, 2006, Minera Global Chile Limitada ("Minera Global",a wholly owned subsidiary of Global Oro, LLC and Global Plata, LLC, which in turn are wholly owned subsidiaries of the Company) entered into a purchase, option, and royalty agreement with Mr. Adrian Soto Torino, a citizen of Chile ("AST") to transfer the mining concessions Candelaria 1, 2, and 3 in Comuna de Diego de Almagro, Region III of Chile to AST to mine the gold property and pay Minera Global a net smelter royalty of 10% until such time as Minera Global has been paid $75,000 and thereafter a net smelter royalty of 2% for the life of the mine. All liabilities and fees associated with the property are the responsibility of AST, and Minera Global retains the option to reacquire the mining concession upon 60 days notice and payment of 1,000,000 Chilean pesos (approximately $1,883 USD).
b. On January 30, 2006, the Company entered into a five-year lease with East Post Realty, LLC for their administrative facilities located at 45 East Putnam Avenue, Suite 118, Greenwich, CT 06830. The lease commences on March 1, 2006 and runs though February 28, 2011. The Company is obligated for annual payments of $44,200 in year one, $45,240 in year two, $46,800 in year three, $48,360 in year four, $49,920 in year five. On October 1, 2006, the Company expanded its office space by assuming the lease of the adjacent office space. The assumed lease has two years remaining, through September 30, 2008, at a current annual rental cost of $19,500.
c. On January 31, 2006, Global Gold Mining closed the transaction agreed to in the context of the share purchase agreement, dated as of January 23, 2006, with Athelea Investments, CJSC ("AI") and Messrs. Simon Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers") to transfer 80% of the shares of AI to Global Gold Mining in exchange for 100,000 shares of the Company's Common Stock. All assets (including the "Athelea" name) not related to the approximately 27 square kilometer Getik gold/uranium exploration license area were transferred back to the Sellers. AI was renamed the "Getik Mining Company, LLC." A three-year exploration program at the Getik property has been approved and is being implemented. Mr. Frank Pastorino is an officer of the Company and Mr. Simon Cleghorn was an officer of the Company terminating in October of 2006.
d. On April 4, 2006, the Company sold $13,000,000 in common shares in a private placement, pursuant to exemptions from registration requirements of the Securities Act under Regulation D and Regulation S based upon representations and covenants provided by the respective purchasers. The transaction involved the issuance of ten million four hundred thousand shares of common stock at $1.25 per share. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. Aton Securities, Inc. of New York City acted as the Managing Private Placement Agent, and as part of its compensation has also been granted warrants to purchase one million (1,000,000) restricted common shares exercisable at the price of $1.25 per share within eighteen months of April 4, 2006.
e. On April 19, 2006, Mego-Gold LLC entered into a contract with Zeppelin International AG to purchase two used Caterpillar Hydraulic Excavators for $293,830.
f. On April 29, 2006, Mego-Gold LLC entered into a contract with Zeppelin International AG to purchase one new D9 bulldozer for $680,000.
g. 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 theowner of the related processing plant and other assets in exchange for one million dollars ($1,000,000) and five hundred thousand (500,000) restricted shares of the Company's common stock with a contingency allowing the sellers to sell back the 500,000 shares on or before September 15, 2007 for a payment of $1 million if the Company's stock is not traded at or above two dollars and fifty cents ($2.50) at any time between July 1, 2007 and August 31, 2007. On September 12, 2006, GGM loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan ("Maker"), one of the sellers of Mego-Gold LLC, a citizen of the Republic of Armenia, as evidenced by a convertible promissory note payable to GGM, in lawful money of the United States of America, with interest in arrears on the unpaid principal balance at an annual rate equal to ten percent (10%). At any time following September 18,
F-19
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.
h. On August 18, 2006, Global Gold Mining and Caucasus Resources Pty Ltd ("CR") (which is subsidiary of and Iberian Resources Limited ("Iberian")) have terminated the Marjan Mining Company Joint Venture Agreement entered into as of October 28, 2005. As a result of the termination agreement, the two companies will have no further obligations toward one another with respect to the Marjan mining property. The Marjan mining property is located in Southwestern Armenia, along the Nakichevan border. GGM will continue to develop the Marjan property, and Iberian is focusing its activities in Armenia into bringing the Litchkvadz project (which is a separate 80-20 joint venture with Global Gold Mining) into production.
i. On December 1, 2006, Global Gold Corporation sold $2,250,000 in common shares, pursuant to exemptions from registration requirements of the Securities Act. The transaction involved the exercise of warrants originally issued on November 4, 2004. The transaction involved the issuance of 3,000,000 shares of common stock at $0.75 per share in accordance with the warrants. The purchasers and corresponding shares issued are: Firebird Global Master Fund, Ltd, 1,500,000 shares; Firebird Avrora Fund, Ltd. 750,000 shares; and Firebird Republics Fund, Ltd. 750,000 shares.
j. On December 19, 2006, Global Gold Mining entered a "Restructuring, Royalty, and Joint Venture Termination Agreement" with Caucasus Resources Pty. Ltd. ("CR") a wholly owned subsidiary of Australia based and ASX listed Iberian Resources Limited ("Iberian"). The Agreement restructures the parties' Aigedzor Mining Company Joint Venture to transfer Global Gold Mining's 20% interest to CR in exchange for: one million dollars; a 2.5% Net Smelter Return royalty payable on all products produced from the Lichkvaz and Terterasar mines as well as from any mining properties acquired in a 20 kilometer radius of the town of Aigedzor in southern Armenia; and five million shares of Iberian's common stock, which are restricted for one year. If the average closing market price for Iberian shares Common Stock for any consecutive period of thirty trading days during the one year restriction period shall drop below AUS$0.50, GGM shall, subject to the receipt by Iberian of any necessary approvals under the Listing Rules of Australian Stock Exchange Limited, promptly receive from Iberian an additional 2.5 million shares of Iberian's common stock. Global Gold Mining retains the right to participate up to 20% in any new projects undertaken by Iberian or its affiliates in Armenia until August 15, 2015.
11. SUBSEQUENT EVENTS (Unaudited)
a. 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. 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.
F-20
The foregoing descriptions of the Employment Agreement with Mr. Agnerian is qualified in its entirety by reference to the actual terms of the agreement which will be filed as an exhibit to this Form 10-KSB.
b. 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 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.
c. On January 18, 2007, Global Gold Uranium entered into a "Labrador Uranium Claims Agreement" with Messrs. Alexander Turpin and James Weick to acquire an option with the right to a one hundred percent interest ownership of mineral license rights at or near Grand Lake (approximately 1,850 acres) and Shallow Lake (approximately 5,750 acres), both in the Canadian Province of Newfoundland and Labrador. Global Gold Uranium will be solely responsible for exploration and management during the option periods and can exercise the option to acquire one hundred percent of the license rights at either property by granting the sellers a 1.5% NSR royalty which can be bought out for $2,000,000 cash or at the seller's option in common stock of the Company valued at the six month weighted average of the stock a the time of exercise. All dollar references are to Canadian dollars. Global Gold Uranium will earn a One Hundred Percent (100%) option in the Licenses by paying cash and common stock, all as described in the exhibit below. In addition, Global Gold Uranium has completed staking 300 claims (approximately 18,531 acres) in the immediate vicinity of the Grand Lake and Shallow Lake properties.
F-21
 
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GLOBAL GOLD CORPORATION
It is hereby certified that:
1. (a) The present name of the corporation (hereinafter called the "corporation") is Global Gold Corporation.
(b) The name under which the corporation was originally incorporated is Triad Energy Corp., and the date of filing the original certificate of incorporation of the corporation with the Secretary of State of the State of Delaware is February 21, 1980.
2. The provisions of the certificate of incorporation of the corporation as heretofore amended and/or supplemented, and as herein amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of Global Gold Corporation without any further amendments other than the amendments herein certified and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereinafter set forth.
3. The amendments and the restatement of the certificate of incorporation herein certified have been duly adopted by the board of directors and the stockholders of the corporation in accordance with the provisions of Sections 228, 242, and 245 of the General Corporation Law of the State of Delaware.
4. The certificate of incorporation of the corporation, as amended and restated herein, shall at the effective time of this restated certificate of incorporation read as follows:
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GLOBAL GOLD CORPORATION
The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "General Corporation law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation") is
Global Gold Corporation
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, Delaware 19808; and the name of the registered agent of the corporation in the State of Delaware is Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation is authorized to issue is one hundred million (100,000,000) shares of common stock, par value $.001 per share.
FIFTH: The corporation is to have perpetual existence.
SIXTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.
2. After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.
SEVENTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware and/or of the stockholders or class of stockholders of this corporation, as the case may be, be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
NINTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article NINTH.
TENTH: The personal liability of the directors of the. corporation is hereby eliminated to the fullest extent permitted by paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented."
Signed on November 20, 2003

  /s/ Drury J. Gallagher
Drury J. Gallagher, Chairman,
Chief Executive Officer and Treasurer	

Exhibit 3.2
AMENDMENT AND RESTATEMENT
 of
BY-LAWS
 of
GLOBAL GOLD CORPORATION
 (a Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
2
If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide f or more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.
- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.
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- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.
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- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.
- QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holders thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of
Section 228 of the General Corporation Law.
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ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the whole board shall be at least two. Subject to the foregoing limitation, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be two. The number of directors may be increased or decreased by action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to f ill vacancies and newly created directorships, shall hold off ice until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.
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- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum , provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated by the Board may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
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6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting:
if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
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ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BY-LAWS
Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS AND OTHERS
(a) The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as the same may be amended from time to time, indemnify any and all persons whom it shall have power to indemnify wider such section from and against any and all of the expenses, liabilities or other matters referred to in or covered by such section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnification may be entitled wider any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(b) The corporation shall pay the expenses of its officers and directors incurred in defending a civil or criminal action, suit or proceeding as such expenses are incurred and in advance of the final disposition of such action, suit or proceeding provided that the corporation receives in advance of any such payment an undertaking by and on behalf of the director and officer to repay the amount of such expenses paid by the corporation if a court of competent jurisdiction ultimately determines that such officer or director is not entitled to be indemnified by the corporation.
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ARTICLE VIII
OFFICES
1. Registered Office. The registered office shall be established and maintained at Wilmington, Delaware and Corporation Service Company shall be the registered agent of the Corporation in charge thereof.
2. Other Offices. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require, provided, however, that the corporation's books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate.
 
Exhibit 10.7
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of January, 2007 between Global Gold Corporation, a Delaware corporation (the "Company"), and Hrayr Agnerian, (the "Employee") (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company needs the active service of the Employee in light of the Company's efforts to acquire, develop, and operate mining projects and to carry out its exploration, mining, and business operations;
WHEREAS, the Company and the Employee desire to enter into an employment agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES.
(a) The Company hereby employs the Employee, and the Employee hereby accepts and agrees to such employment, as Senior Vice President for Exploration and Development and, in such capacity, to be responsible for activities implementing exploration and mining projects as well as those customarily associated with such a position including, exploration and mining programs and their implementation, and work with technical staff in the United States and in countries where the Company has operations. The Employee shall, subject to the supervision and control of the Chairman and President of the Company, perform such executive duties and exercise such supervisory powers over and with regard to the business of the Company and any present and future subsidiaries, consistent with such position, and such additional duties as specified or as may be assigned to him from time to time. The Employee understands that significant travel is included in this position.
(b) The Employee agrees to devote one third (33 1/3%) of his available business time to the performance of his duties hereunder. The Employee may provide services to other organizations, on a compensation or pro bono basis, provided that such services do not constitute more one third (33 1/3%) than of his available business time.
2. TERM. The term of this Agreement shall be for a period of two years, commencing on January 1, 2007 and ending on December 31, 2008, and shall be automatically renewed for consecutive one-year periods thereafter unless terminated (a) by either party on 90 days written notice prior to the expiration of the initial term hereof or any year thereafter or (b) sooner terminated as otherwise provided herein.
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3. COMPENSATION.
(a) Base Compensation. In consideration for the services rendered by the Employee under this Agreement, the Company shall deliver to the Employee as base compensation for the term of this Agreement a total of 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 attached hereto as Exhibit A, (the "Restricted Stock Award"). In addition to the foregoing, the Company shall pay to the Employee, as base compensation, the sum of $62,500 for each 12-month period commencing on and after January 1, 2007 during the term of this Agreement, payable in equal monthly installments of $ 5,208.33 on the 15th day of each month. In addition and contingent on the approval of the Compensation Committee (which will be proposed to the directors at their next meeting), Employee shall be awarded stock options to acquire 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) all in accordance with the terms and conditions above.
(b) Bonus Compensation. In addition to the foregoing compensation, the Employee shall be entitled to receive annual bonus compensation ("Annual Bonus") in an amount determined in accordance with any bonus plan approved by the Board of Directors, or any committee thereof duly authorized by the Board to make such determination, based upon qualitative and quantitative goals determined by the Board of Directors, or such committee thereof, in its sole discretion, as the case may be. Any Annual Bonus shall be subject to all applicable tax withholdings.
4. WORKING FACILITIES. The Company shall provide office space for the Employee for the performance of his services hereunder, and will provide such other facilities and services commensurate with the Company's needs as are reasonably necessary for the performance of his duties hereunder, as determined by the board of Directors.
5. INDEMNFICATION. During the term of this Agreement, the Company shall provide to the Employee insurance covering indemnification for activities taken in good faith on the Company's behalf.
6. VACATIONS. The Employee shall be entitled each year during the term of this Agreement to a vacation period of four weeks during which period all compensation and other rights to which the Employee is entitled hereunder shall be provided in full. Such vacation may be taken, in the Employee's discretion, at such time or times as are not inconsistent with the reasonable business needs of the Company upon the consent of the Company. During the term of this Agreement, the vacation time provided for herein shall not be cumulative to the extent not taken by the Employee during a given year.
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7. TERMINATION.
(a) Early Termination by Company for Cause. During the term of this Agreement, the Employee's employment may be terminated by the Company for Cause (as defined herein) on 30 days prior written notice by means of a Notice of Termination, and an opportunity for the Employee, accompanied by counsel of his choice, to address the full Board of Directors, that one of the following conditions exists or one of the following events has occurred (each of which is defined as "Cause"):
(i) Wrongful act or acts on the part of the Employee which caused material damage to the Company;
(ii) The arrest, filing of charges or conviction of the Employee for a crime involving the Company or moral turpitude;
(iii) The refusal or inability by the Employee, continued for at least 14 days, to perform such employment duties as may reasonably be delegated or assigned to him under this Agreement;
(iv) Willful and unexcused neglect by the Employee of his employment duties under this Agreement continued for at least 14 days after written warning; or
(v) Any other material breach by the Employee of the provisions of this Agreement.
Pending termination, the Company may suspend Employee at will. Subject only to a final determination by dispute resolution procedure pursuant to the provisions of Section 10 of this Agreement, the Board of Directors' determination, in good faith, in writing that cause exists for termination of the Employee's employment shall be binding and conclusive for all purposes under this Agreement. Upon such determination by the Board of Directors, the Employee's compensation pursuant to Section 3 hereof and all other benefits provided hereunder shall terminate on the Termination Date, except that the Employee shall be entitled to be paid severance pay equal to his then base compensation for a period of three months thereafter, unless the termination is based on fraud or reasons stated in Section 7(a) (ii) above. In the event that the Employee desires to take any matter with respect to such determination of Termination to arbitration, he must commence a proceeding within 30 days after receipt of written notice of the Board of Directors' determination. If the Employee fails to take such action within such period, he will be deemed conclusively to have waived his right to adjudication of the termination of his employment hereunder.
(b) Termination by Employee. In the event that the Company shall default in the performance of any of its obligations under this Agreement in any material respect, and shall not cure such default within 10 days of receipt by the Company of written notice of such default from the Employee, the Employee may terminate this Agreement by delivery of a Notice of Termination. Upon any termination pursuant to the provisions of this Section 7(b), the Employee shall be entitled to receive, as liquidated damages and not as a penalty, one month's
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payments which would have been made to the Employee on account of his base salary in effect at the date of the delivery of a Notice of Termination. Upon fulfillment of the conditions set forth in Section 7(b) hereof and subject to
Section 7(f) hereof, all rights and obligations of the parties under this Agreement shall thereupon be terminated. The Employee shall have no obligation to mitigate damages, and amounts payable pursuant to the provisions of this
Section 7(b) shall not be reduced on account of any income earned by the Employee from other employment or other sources.
(c) Termination by Reason of Disability. In the event that Employee shall be prevented from rendering all of the services or performing all of his duties hereunder by reason of illness, injury or incapacity (whether physical or mental) for a period of six consecutive months, determined by an independent physician selected by the Board of Directors of the Company, the Company shall have the right to terminate this Agreement, by giving 10 days prior written notice to the Employee, provided that the Company shall continue to pay his then base compensation for a period of 12 months thereafter (exclusive of any benefit under the Restricted Stock Award). Until terminated in the manner set forth in this Section 7(c), the Employee shall be entitled to receive his full compensation and benefits provided hereunder through the Termination Date. Any payments to the Employee under any disability insurance or plan maintained by the Company shall be applied against and shall reduce the amount of the base compensation payable by the Company under this Section 7(c).
(d) Termination by Reason of Death. In the event that the Employee shall die during the term of this Agreement, this Agreement shall terminate upon such death. The death benefit payable to the Employee under this Agreement (exclusive of any benefit under the Restricted Stock Award) shall be three months salary plus the life insurance benefits provided to the Employee, if any.
(e) Certain Definitions.
(i) Any termination of the Employee's employment by the Company or by the Employee shall be communicated by a Notice of Termination to the other party hereto. For purposes hereof, a "Notice of Termination" shall mean a notice which shall state the specific reasons, and shall set forth in reasonable detail the facts and circumstances, for such termination.
(ii) "Termination Date" shall mean the date specified in the Notice of Termination as the last day of Employee's employment by the Company.
(f) Continued Maintenance of Benefit Plans in Certain Cases. Notwithstanding anything contained in this Agreement to the contrary, if the Employee's employment is terminated pursuant to Sections 7(b) or 7(c) hereof, the Company shall maintain in full force and effect, at the Employee's expense, for the continued benefit of the Employee for the number of years (including partial years) remaining in the term of employment hereunder, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Termination Date, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall have no obligation to provide any substitute benefits for the Employee.
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8. CONFIDENTIALITY.
(a) During the term of this Agreement, and for a period of two years thereafter, the Employee shall not, without the prior written consent of the Board of Directors of the Company, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties hereunder, any of the Company's confidential information obtained by the Employee during the term of this Agreement, including, without limitation, trade secrets, products, designs, customers or methods of distribution.
(b) The obligations of confidentiality contained in this Section shall not extend to any matter which is disclosed by the Employee pursuant to an order of a governmental body or court of competent jurisdiction or as required pursuant to a legal proceeding in which the Employee or the Company is a party. These obligations of confidentiality are in addition to, not in place of any other applicable confidentiality obligations.
9. CERTAIN REMEDIES IN EVENT OF BREACH. In the event that the Employee commits a breach, or threatens to commit a breach, of any of the restrictions on confidentiality, the Company shall have the following rights and remedies:
(a) to obtain an injunction restraining any violation or threatened violation of the confidentiality provisions or any other appropriate decree of specific performance by any court having jurisdiction, it being acknowledged and agreed by the Employee that the services rendered, and to be rendered to the Company by him as an Employee and as legal counsel, are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and
(b) to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively the "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the confidentiality provisions, and the Employee hereby agrees to account for and pay over the Benefits to the Company.
Each of the rights and remedies enumerated in this Section 10 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.
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10. DISPUTE RESOLUTION.
(a) Venue and Choice of Law. In the event of any disagreement or controversy arising out of or relating to this Agreement, such controversy or disagreement shall be resolved by arbitration administered by the American Arbitration Association in New York City, and any award granted in such arbitration shall finally determine such controversy or dispute.
(b) This Agreement and the rights of the parties hereunder shall be governed by the law of the State of New York, without regard to conflicts of law principles.
11. MISCELLANEOUS.
(a) Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly given on (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or by facsimile or (b) three days after mailing if mailed from within the contin-ental United States by registered or certified mail, return receipt requested to the party entitled to receive the same, if to the Company, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, Connecticut 06830, facsimile number (203) 422-2330; and if to the Employee, Mr. Hrayr Agnerian, CANADA. Any party may change his or its address by giving notice to the other party stating his or its new address. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.
(b) Entire Agreement; Waiver of Breach. This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as provided herein; and no waiver of any breach or condition of this Agreement shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
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(c) Binding Effect; Assignability. This Agreement and all the terms and provision hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns. This Agreement and the rights of the parties hereunder shall not be assigned except with the written consent of all parties hereto.
(d) Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.
(e) Number and Gender. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pro-nouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.
(f) Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unen-forceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
(g) Amendments. This Agreement may not be amended except in a writing signed by all of the parties hereto.
(h) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of such signature pages executed by the parties to one copy of the Agreement; all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Global Gold Corporation

By:  _____________________                               ______________________
         Drury J.Gallagher,                                  Hrayr Agnerian
         Chairman and CEO	

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EXHIBIT A
Global Gold Corporation
45 East Putnam Avenue
Greenwich, CT 06830
January 1, 2007
Mr. Hrayr Agnerian
CANADA
Re: Restricted Stock Award
Dear Mr. Agnerian:
As consideration for your employment agreement with Global Gold Corporation (the "Corporation") and as an inducement for your rendering of services to the Corporation, we hereby grant you Eighty Three Thousand Three Hundred Thirty Four (83,334) shares of the Common Stock of Global Gold Corporation, evidenced by a certificate of shares of our common stock, $.001 par value per share (the "Shares"), subject to applicable securities law restrictions and the terms and conditions set forth herein:
1. For the first six month period commencing with the date hereof within which you render the services provided herein, you shall become fully vested in one fourth of the total Shares granted hereunder (with half shares being rounded up). For each successive six month period thereafter commencing on June 1, 2007 through December 31, 2008, you shall become fully vested in an additional one fourth of the total Shares granted hereunder. Thus, if you complete six, twelve, eighteen, and then twenty four months of service as provided hereunder, you shall be vested in 20,834, 41,667, 62,501, and 83,334 of the Shares granted hereunder, respectively.
2. In the event of your termination of your employment on or before the expiration of the initial six month period commencing with the date hereof or any subsequent six month period thereafter during the 24-month period commencing with January 1, 2007 for any reason, you shall forfeit all right, title and interest in and to any of the Shares granted hereunder which have not become vested in you, without any payment by the Company therefore unless mutually agreed otherwise.
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3. (a) Any Shares granted hereunder are not transferable and cannot be assigned, pledged, hypothecated or disposed of in any way until they become vested, and may be transferred thereafter in accordance with applicable securities law restrictions. Any attempted transfer in violation of the Section shall be null and void.
(b) Notwithstanding anything contained in this Agreement to the contrary, after you become vested in any of the Shares granted hereunder, no sale, transfer or pledge thereof may be effected without an effective registration statement or an opinion of counsel for the Corporation that such registration is not required under the Securities Act of 1933, as amended, and any applicable state securities laws.
4. During the period commencing with the date hereof and prior to your forfeiture of any of the Shares granted hereunder, you shall have all right, title and interest in and to the Shares granted hereunder, including the right to vote the Shares and receive dividends or other distributions with respect thereto.
5. You shall be solely responsible for any and all Federal, state and local income taxes arising out of your receipt of the Shares and your future sale of other disposition of them.
6. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto
(i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Federal or state court in the City of New York in the State of New York, (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any Federal or state court in the City of New York in the State of New York, in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding at the addresses of the parties shown herein shall constitute personal service thereof.
7. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
8. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs and successors and, in the case of the Corporation, its assigns.
9. This Agreement may not be amended except in a writing signed by all of the parties hereto.
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10. Nothing contained herein shall be construed to create an employment agreement between the Corporation and you or require the Corporation to employ or retain you under such a contract or otherwise.
11. Notwithstanding anything contained this in Agreement to the contrary the Shares shall become fully vested upon your death or upon your becoming disabled, which shall mean you shall have been unable to render all of your duties by reason of illness, injury or incapacity (whether physical or mental) for a period of six consecutive months, determined by an independent physician selected by the Board of Directors of the Corporation.
12. In the event of any conflict between the terms of this Agreement and of the Employment Agreement, the provisions contained in this Agreement shall control.
If this letter accurately reflects our understanding, please sign the enclosed copy of this letter at the bottom and return it to us.
Very truly yours, Global Gold Corporation
By:___________________________ Drury J. Gallagher, Chairman
Agreed:

Hrayr Agnerian
 
GLOBAL GOLD CORPORATION
STOCK OPTION GRANT AGREEMENT

Granted to:  Hrayr Agnerian                         Grant Date:  January 1, 2007
                                                         (the "Effective Date").

Canadian Social Security No.:  618-141-766        Option price per share:  $0.88

Option No.:  4                 Governing Document:  Global Gold Corporation 2006
                                               Stock Incentive Plan (the "Plan")
Total Shares:   83,334

Vesting Period:  41,667 as of 1-1-07
and the remaining 41,667 as of 1-1-08	

Your Option
This option is granted pursuant to, and is subject to the terms and conditions of, the Plan. Except as otherwise specifically stated herein, any inconsistency between the terms of this option agreement and the Plan shall be resolved by reference to the terms and provisions of the Plan.
If you are an employee of Global Gold Corporation (the "Corporation"), or its subsidiaries or affiliates, your option is intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), except as follows:
(1) To the extent that the aggregate fair market value of the common stock $.001 par value per share (the "Common Stock"), of the Corporation with respect to which stock options intended to constitute incentive options that are exercisable for the first time by you during any calendar year exceeds $100,000, such options shall be treated as options which are not incentive stock options. The fair market value of the Common Stock shall be determined as of the date of the option grant.
(2) To the extent that you exercise your option after the three-month period following the termination of your employment with the Corporation (or its subsidiaries or affiliates), your option shall be treated as an option which is not an incentive stock option.
(3) To the extent that you dispose of Common Stock purchased pursuant to an incentive stock option granted hereunder within two years from the date of grant or within one year after the transfer of Common Stock to you as a result of your exercise of the option granted hereunder, such disposition shall be treated as a "disqualifying disposition." If you make such a disposition, you agree to promptly (but no later than thirty days following such disposition) notify the Corporation in writing of the date and terms of the disposition and provide such other information regarding the disposition as the Corporation may require.
If you are a non-employee director of, or a consultant to, the Corporation, or one of its subsidiaries, your option shall not qualify as an incentive stock option under Section 422 of the Code.
Vesting
Your options shall vest as follows: 41,667 will vest on January 1, 2007 and the remaining 41,667 shall vest on January 1, 2008.
Payment Methods
Payment of the option price shall be made in U.S. dollars or, in the discretion of the Compensation Committee of the Corporation (the "Compensation Committee"), in Common Stock of the Corporation valued at its fair market value, a combination of such Common Stock and cash or any other method as may be approved by the Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Global Gold Corporation, 45 Putnam Avenue, Greenwich, CT 06830, Attention: Chairman and CEO.
Conditions of Exercisability
The exercise of your option is subject to the following terms and conditions:
(1) As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the "Act"), or is subject to an exemption from registration under such Act.
(2) Except as provided below, you must be an employee or director of, or a consultant to the Corporation or one of its subsidiaries at the date of exercise and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of this Plan, persons on company-authorized leaves of absence are considered employees; however, long-term disability is not considered employment.
(3) In the event of a change of control of the Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be governed by the Plan. In the event of (i) your death or (ii) the termination of your employment, directorship or consultancy by the Corporation for cause or without cause, by you or due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be as follows:
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(a) In the event of your death while an active employee, director or consultant, your rights to exercise this option which have vested to and including the date of death may be exercised within one year after death by your estate or by any person who acquires such option by inheritance or devise. Thereafter, such rights shall lapse. You understand that to the extent that your option is exercised after the period that is three months after your termination or employment, it will be treated as an option which is not an incentive stock option under Section 422 of the Code.
(b) In the event of the termination of your employment, directorship or consultancy due to long-term disability, your rights to exercise this option which have vested to and including the date of long-term disability may be exercised within one year after the start of long-term disability by you or, should you die within said one year period, by your estate or any such person who acquires this option by inheritance or devise. Thereafter, such rights shall lapse.
(c) In the event of your Retirement (as defined below) from the Corporation, or one of its subsidiaries, your rights to exercise this option which have vested to and including the date of your Retirement may be exercised within three months after Retirement by you or, should you die within said three months period, by your estate or any person who acquires this option by inheritance or devise. Thereafter, such rights shall lapse. For purposes of this
Section 3(c), the term "Retirement" shall mean the termination of employment after having reached age sixty-five (65).
(d) In the event of the termination of your employment other than for Cause (as defined herein), death or disability your rights to exercise this option which have vested to date of termination may be exercised within three months after such termination (the "Post Termination Exercise Period") or, should you die within said three month period, by your estate or any person who acquires this option by inheritance or devise. Thereafter, such rights shall lapse.
(e) If your employment is terminated for Cause, the option granted hereunder shall immediately terminate upon the giving of notice of your termination. The Compensation Committee shall determine in its sole discretion when notice of termination was given and whether termination was for Cause. As used in this Section 3(e), "Cause" means a person's personal dishonesty, willful misconduct, breach of fiduciary duty, or failure to substantially perform assigned duties relating to such person's performance hereunder (other than any such failure owing to such person becoming disabled) as determined by the Board of Directors of the Corporation in their sole discretion, or any willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or material breach of any provision of this option as determined by the Board of Directors of the Corporation in their sole discretion.
(4) If you are an employee, this option shall not be transferable by you to anyone, other than after your death, in order to qualify as an incentive stock option under Section 422 of the Code. However, if you are a director or consultant, or to the extent this option does not qualify as an incentive stock option under Code Section 422, this option shall be transferable by you to your spouse, children, brother, sister, parents or a trust in which these persons have more than fifty percent of the beneficial interest, or by will or by the laws of descent and distribution. During your lifetime, this option shall be exercisable only by you or any transferee described in the previous sentence.
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(5) This option is not, in any event, exercisable after the expiration of ten years from January 1, 2007.
(6) The exercise of this option is subject to all the terms and conditions contained in the Plan, a copy of which is attached hereto.
(7) In connection with the exercise of this option, the Corporation, or one of its subsidiaries, shall have the right to withhold from your salary or other amounts payable to you, or to require you to make arrangements to pay in a manner satisfactory to the Corporation, the appropriate amount of applicable withholding taxes, if any. Without limiting the scope of the preceding sentence, you shall have the right to elect to pay your withholding taxes to the Corporation in cash or in such form and manner as the Compensation Committee shall prescribe, to have such number of shares of Common Stock otherwise issuable with respect to the exercise of this option reduced by the amount necessary to satisfy all or part, as you may so elect, of your statutory minimum withholding obligation, and to transfer to the Corporation unrestricted shares of Common Stock already held by you to satisfy all or any part, as you may so elect, of your withholding obligation, provided that no more than the statutory minimum withholding amount shall be so withheld.
Please retain this copy for your files.
GLOBAL GOLD CORPORATION GRANTEE:
By: _______________________________ _________________________________ Print Name: Drury J. Gallagher Print Name: Hrayr Agnerian Title: Chairman and CEO
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Exhibit 10.8
Global Gold Mining, LLC
45 East Putnam Avenue o Greenwich, CT 06830
Tel: 203.422.2300 o Fax: 203.422.2330
Zarobyan 1/1 o Yerevan, Armenia 375009
Tel: 3741.58.98.56 o Fax: 3741.54.56.98
September 29, 2006
Mr. Simon Cleghorn
Yerevan, Armenia
Dear Simon:
This letter agreement memorializes your resignation effective September 30, 2006 as Director of Exploration and Mining of Global Gold Mining, LLC pursuant to your August 1, 2005 Employment Agreement, as amended August 1, 2006. According to your August 1, 2005 restricted stock award, 15,000 of the total 45,000 shares of Global Gold Corporation have vested; according to your December 29, 2005 restricted stock award, none of the 10,000 shares awarded have vested. Please return the certificates representing those awards, and the transfer agent will be requested to issue you a new certificate for the 15,000 shares which have vested.
Effective October 1, 2006, you will be employed as "Senior Geologist for Exploration," available for up to five working days per month, or as mutually agreed. Your compensation will be based on actual days worked and will be at the rate of $600 (USD) per day. Global Gold Mining shall pay income, social security and other employment related taxes imposed by Armenian law, and you will be subject to the employment terms and conditions applicable to the general staff.
Sincerely,
Van Z. Krikorian, Manager
Acknowledged and Agreed
Simon Cleghorn
 
Exhibit 10.11
Copy #_________
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
GLOBAL GOLD CORPORATION
Global Gold Corporation, a Delaware corporation (the "Company", "we" or "us"), is offering (the "Offering") to sell up to a maximum of 4,000,000 shares of its common stock, $.001 par value, with a minimum purchase of 50,000 shares of common stock with the purchase price of $0.75 per share for such shares, or $37,500, payable in cash upon subscription, with each share purchased also entitling the purchaser to a warrant for the purchase on or before July 31, 2007 of an additional one half of one share at the price per share of $1.50 (or $0.75 per one half of one share) (the "Units" or the "Securities"). The price of the shares of common stock has been determined by the Board of Directors of the Company.
If all the Securities are sold, the Company will have issued an additional 4,000,000 shares of its common stock for a total purchase price of $3,000,000 and if all of the warrants are exercised the Company will have issued an additional 2,000,000 shares of its common stock for an additional $3,000,000 for a total share issuance of 6,000,000 shares of its common stock for a total purchase price of $6,000,000.
The Offering will terminate upon the earlier of the completion of the sale of all of the Securities offered or July 29, 2005 unless the Offering is extended up to an additional 10 days until August 8, 2005 by the Company in its sole discretion (the "Offering Period"). The Offering may be closed from time to time in tranches of any number of Securities (collectively the "Closings"). The offering price of the Securities has been determined by the Company.
The common stock of the Company is publicly traded only on the OTCBB, over-the-counter market.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense.
The date of this Memorandum is June 23, 2005.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" set forth in this Memorandum, and any additional applicable risk factors reflected in any annual, quarterly and other reports filed by the Company with the Securities and Exchange Commission (the "SEC") (which filed documents shall be referred to collectively as the "SEC Documents"), which are incorporated herein by reference.
THE SECURITIES BEING OFFERED PURSUANT TO THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED OR RESOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES NOR WILL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. ANY DISTRIBUTION OF THIS MEMORANDUM BY THE OFFEREE IN WHOLE OR IN
PART IS UNAUTHORIZED.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AS TO LEGAL AND RELATED MATTERS CONCERNING HIS INVESTMENT.
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE SECURITIES. EXCEPT FOR THIS MEMORANDUM OR STATEMENTS OR DOCUMENTS CONTAINED HEREIN, NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE SECURITIES OFFERED HEREBY EXCEPT THE INFORMATION CONTAINED HEREIN.
CONNECTICUT RESIDENTS:
THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD PURSUANT TO THE EXEMPTION SET OUT IN SECTION 36-490(B)(9) OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. THE UNITS CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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CALIFORNIA RESIDENTS
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
NEW YORK RESIDENTS:
THE OFFERING LITERATURE USED IN CONNECTION WITH THE OFFERING HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
* * * * *
Each prospective investor will be afforded, and should seek, the opportunity to obtain any additional information which such prospective investor may reasonably request, to ask questions of, and to receive answers from, the Company or any other person authorized by the Company to act, concerning the terms and conditions of the Offering, the information set forth herein and any additional information which such prospective investor believes is necessary to evaluate the merits of the Offering, as well as to obtain additional information necessary to verify the accuracy of information set forth herein or provided in response to such prospective investor's inquiries. Any prospective investor having any questions or desiring additional information should contact:
Drury J. Gallagher, Chairman and Chief Executive Officer 104 Field Point Road Greenwich, Connecticut 06830 (203) 422-2300
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TABLE OF CONTENTS

CAPTION                                                                     PAGE

Terms of the Offering .........................................................5	

Form 10-K filed by the Company for the year ended December 31, 2005 and Form 10-Q filed by the Company for the quarter ended March 31, 2005, included with separate transmittal letter to prospective investor.

Subscription Agreement ...............................................Appendix A

Accredited Investor Suitability Questionnaire.........................Appendix B

Registration Rights Agreement ........................................Appendix C

Warrant Agreement.....................................................Appendix D	

4
 
TERMS OF
THE OFFERING

Business  The Company is presently engaged in developing and acquiring interests
          in gold and other mineral-bearing properties in Armenia and Chile. The
          Company is currently in the development stage and has not received any
          revenues  from  mining  activity.  The Company  previously  engaged in
          developing a gold mining project in Armenia under a joint venture with
          the Armenian state gold  enterprise and sold its interest in the joint
          venture to a third party.

Securities
Offered         (a) The  Company  is  offering  to sell a maximum  of  4,000,000
                    shares, of its common stock at a purchase price of $0.75 per
                    share,  with a minimum  purchase of 50,000  shares,  for the
                    purchase price of $37,500 payable in cash upon subscription.
                    In addition,  for each share  purchased,  the Company  shall
                    grant a warrant to  purchase an  additional  one half of one
                    share on or before  July 31, 2007 at the  purchase  price of
                    $1.50 per share (or $0.75 per half of one share).

                (b) The Company  reserves  the right to sell less than a minimum
                    of 50,000 shares to any investor.

Common Stock
Outstanding         13,461,301 shares as of May 31, 2005(1)
Prior to Offering   Up to 17,461,301 shares as of the close of the Offering and
After Offering      up to 19,461,301 if all of the warrants are exercised(1)	

Use of Proceeds For drilling and further exploration purposes in Chile and Armenia, due diligence and planned property acquisition purposes, as well as general corporate and working capital purposes.

(1)Excluding all shares of common stock issuable pursuant to options or warrants to purchase common stock which totaled 3,480,000 shares as of May 31, 2005.
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Terms of the        Offering   proceeds   will  be  deposited   and  held  in  a
Offering            non-interest bearing segregated account at J.P. Morgan Chase
                    Bank and may be withdrawn by the Company upon the closing of
                    the Offering or any tranches thereof.

Who                 May  Invest The shares of common  stock of the  Company  are
                    being offered pursuant to this Memorandum  solely to persons
                    who are  "accredited  investors"  as defined in Regulation D
                    promulgated  under the  Securities  Act of 1933, as amended.	

See the Accredited Investor Suitability Questionnaire attached hereto as Appendix B.
Risk Factors The shares of common stock of the Company offered hereby involve a high degree of risk, including, without limitation, the following:
(i) the Company is a development stage company and has not generated any mining revenues to date but has developed and sold an interest in an Armenian gold mining joint venture;
(ii) the Company has acquired Chilean mineral-bearing properties and licenses for the Hankavan and Marjan properties in Armenia and while it is in negotiations for additional acquisitions it has not closed them;
(iii) the Company may not be able to obtain adequate insurance protection for its potential investments in the mining projects;
(iv) the prices of gold and other minerals historically

     fluctuate and are affected by numerous  factors  beyond
     the  Company's  control and no  assurance  can be given
     that any reserves  proved or estimated will actually be
     produced;

(v)  the  Company's   proposed  mining  operations  will  be	

subject to a variety of potential engineering, seismic and other risks, some of which cannot be predicted and which may not be covered by insurance;
6
(vi) the Company will be subject to intense competition in its proposed mining activity and many mining companies have substantially greater resources than those possessed by the Company;
(vii) the shares of common stock are subject to restrictions on transfer;
(viii) the SEC in any future review of the Company's filings of any kind with it may question the classification of the Company for federal securities law purposes (although it has not done to date), which could adversely affect the future operations of the Company or the public trading of its shares of common stock;
(ix) an investor may lose his entire investment in the shares of common stock;
(x) the Company's Chairman, President, and one of its directors own approximately 41% of the shares of the Company's common stock and, if they act jointly with the shareholders associated with Firebird Management, LLC which own approximately 29% of the shares of the Company's common stock, will be able to effectively determine the vote on any matter being voted on by the Company's stockholders; and
(xi) the value of the Company's assets may be adversely affected by political, economic and other factors in Armenia or Chile.
Restrictions on The investors who purchase any shares of common stock Resale; pursuant to the Offering will be restricted from selling, Registration Rights transferring, pledging or otherwise disposing of any shares due to restrictions under applicable Federal and state securities law. The Company has agreed to give each investor piggyback registration rights with respect to the shares of common stock issuable pursuant to the Offering. See the Registration Rights Agreement and the Subscription Agreement attached hereto.
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Listing The Company's shares of common stock are currently not listed for trading on any stock exchange. The Company's shares are publicly trading on the OTCBB, over-the-counter market in the United States (the application for such trading was approved by the National Association of

                    Securities  Dealers,  Inc.  and the  Company's  common stock
                    became eligible for trading on the OTCBB on March 31, 2004).

How to Invest       Each investor must:

                    (a)  execute and deliver the Subscription Agreement attached
                         hereto as  Appendix A, and pay the  subscription  price
                         for the shares of common stock as provided therein;

                    (b)  execute and deliver the Accredited Investor Suitability
                         Questionnaire attached hereto as Appendix B;

                    (c)  execute and deliver the  Registration  Rights Agreement
                         attached hereto as Appendix C;

                    (d)  execute  and deliver  the  Warrant  Agreement  attached
                         hereto as Appendix D; and

                    (e)  send or  deliver  all of the  signed  documents  to the
                         Company.	

All references contained in this description of "The Terms of Offering" are qualified in their entirety by reference to the specific agreements containing the applicable terms.
8
APPENDIX A
SUBSCRIPTION AGREEMENT
Global Gold Corporation
104 Field Point Road
Greenwich, Connecticut 06830
Gentlemen:
This Subscription Agreement (the "Agreement") has been executed by the undersigned in connection with the offer by Global Gold Corporation, a Delaware corporation (the "Company") to sell (the "Offering) up to a maximum of 4,000,000 shares, of its common stock, $.001 par value per share, with a minimum purchase of 50,000 shares of common stock (unless otherwise permitted by the Company), with the purchase price for such shares payable in cash upon subscription and the purchase of each share also entitling the purchaser to a warrant for the purchase on or before July 31, 2006 of an additional one-half of one share at the purchase price of $1.50 per share (or $0.75 per half of one share). The shares of common stock of the Company (the "Units" or the "Securities") are being offered pursuant to the Company's Confidential Private Placement Memorandum dated June 20, 2005, as may be amended from time to time (the "Memorandum"). The Offering is intended to come within the provision of Regulation D under the Securities Act of 1933, as amended (the "Act").
The undersigned and the Company hereby agree as follows:
1. Subscription.
(a) Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the number of Units at the aggregate purchase price set forth at the end hereof at the rate of $0.75 per share (the "Purchase Price"). In connection therewith, the undersigned hereby tenders:
(i) the Purchase Price in cash or by check (subject to collection), bank draft or postal or express money order payable in United States dollars, or by wire transfer, to "Global Gold Corporation - Special Account"
(ii) an executed copy of this Agreement;
(iii) an executed copy of the Accredited Investor Suitability Questionnaire; and
(iv) an executed copy of the Registration Rights Agreement.
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(b) The Purchase Price will be deposited by the Company in a non-interest-bearing segregated bank account at J.P. Morgan Chase Bank or another bank selected by the Company in its sole discretion. The Purchase Price will be available for the Company's sole use immediately upon its acceptance of the Agreement and the closing of the Offering or any tranche thereof.
2. The Company represents and warrants to the undersigned that since March 31, 2005, there has been no material adverse change in the financial condition, results of operations or general affairs of the Company, other than as disclosed in the Memorandum, the periodic reports filed by the Company with the Securities and Exchange Commission, and press releases, issued by the Company.
3. The undersigned represents and warrants to the Company that:
(a) The undersigned has received a copy of the Memorandum, and has carefully read and fully understands the Memorandum, including the Risk Factors set forth therein and any additional risk factors reflected in any annual, quarterly and other reports filed by the Company with the Securities and Exchange Commission or press releases;
(b) THE UNDERSIGNED UNDERSTANDS THAT THIS INVESTMENT IN COMPANY IS ILLIQUID AND INVOLVES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT IN THE SECURITIES;
(c) The undersigned understands that the Securities offered herein have not been registered under the Act or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the Securities are registered or an exemption from registration becomes available;
(d) The undersigned understands that an appropriate stop transfer order will be placed on the books of the Company's transfer agent respecting the certificates evidencing the Securities and such certificates shall bear such legend until such time as the respective securities in question shall have been registered under the act or shall have been transferred in accordance with an opinion of counsel acceptable to counsel for the Company that such registration is not required;
(e) The undersigned's decision to purchase the Securities is based solely on the information contained in the Memorandum;
(f) The residence of the undersigned set forth below is the true and correct residence of the undersigned;
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(g) The undersigned has read and understands the Memorandum;
(h) The undersigned meets the suitability standards set forth in the Memorandum under "Who May Invest" and specifically satisfies the definition of an "accredited investor" or as otherwise set forth therein;
(i) The Accredited Investor Suitability Questionnaire executed and delivered by the undersigned is true and complete in all respects;
(j) The undersigned (A) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the undersigned; (B) has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Memorandum or that which has been otherwise provided in order for him to evaluate the merits and risks of investment in the Securities; and (C) has been given the opportunity to obtain additional information from the Company, in each case except to the extent the Company has informed the undersigned that it does not possess such information and cannot acquire it without unreasonable effort to expense, or that the requested information is proprietary and confidential, and the undersigned has not been furnished with any other offering literature or prospectus except as referred to herein in the Memorandum;
(k) The undersigned has not been furnished with any oral representation, warranty or information in connection with the Offering by the Company or any officer, director, employee, agent, affiliate or subsidiary or counsel or other advisor of any of them; and
(l) The undersigned is purchasing the Securities for his own account for investment purposes only and not with a view to the sale or other distribution thereof, and that the undersigned presently has no intention of offering, selling, transferring, pledging, hypothecating, or otherwise disposing of all or any part of the Securities at any particular time, for any particular price, or upon the happening of any particular event or circumstances.
4. The undersigned understands and agrees that this subscription is subject to the following terms and conditions:
(a) This subscription is irrevocable and the execution and delivery of this Agreement will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted by the Company;
(b) The Company can, in its sole discretion, reject a subscription as soon as practicable after receipt of the undersigned's subscription. The undersigned will be promptly notified by the Company as to whether his subscription has been accepted. If the undersigned's subscription is not accepted, his check will be returned promptly and all of his obligations hereunder shall terminate; and
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(c) This subscription is not transferable or assignable, either before or after acceptance hereof by the Company, and the Securities issuable on account of this subscription will only be issued in the name of, and delivered to, the undersigned.
5. If the undersigned is a corporation, partnership, limited liability company, estate or trust, the undersigned represents and warrants that:
(a) The undersigned has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its formation with full power and authority to enter into the transactions contemplated by this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered, and, when executed and delivered by the entity, will constitute the valid, binding and enforceable agreement of the undersigned;
(c) The person signing this Agreement and any other instrument delivered on behalf of such entity has been duly authorized by such entity and has full power and authority to do so; and
(d) Such entity has not been formed for the specific purposes of acquiring the Securities.
6. The representations, warranties and agreements made by the undersigned and the Company herein have been made with the intent that they be relied upon by the other party for purposes of the Offering. Both parties further undertake to notify the other party immediately of any change in any information supplied by either party. If more than one person is signing this Agreement, each representation, warranty and agreement shall be a joint and several representation, warranty and agreement of each such subscriber.
7. The undersigned unconditionally agrees to indemnify and hold the Company, its officers, directors and shareholders or any other person who may be deemed to control the Company, and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of the undersigned's, or his attorney's or agent's representations, warranties or statements or the breach of any of the agreements contained herein.
8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the addresses reflected in this Agreement shall constitute personal service thereof.
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Dated: _______________, 2005
Number of Shares Subscribed at $0.75 per share: ________ Share [s]

Total Purchase Price:      $_____________
Payment Enclosed:          $_____________

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________            __________________________________
Print Name of Subscriber                             Print Name of Subscriber

By:_____________________________            __________________________________
                                            Signature

________________________________            __________________________________
Print Name and Title of Person Signing     Signature of Joint Subscriber, if any

Mailing Address:                            Mailing Address:

_______________________________             __________________________________
Street Address                              Street Address

_______________________________             __________________________________
City, State and Zip Code                    City, State and Zip Code

_______________________________             __________________________________
Taxpayer Identification Number              Social Security Number of Subscriber

_________________________________           ___________________________________
Country of incorporation                    Social Security Number of
                                            Joint Subscriber

                                            ____________________________________
                                            Passport number	

(Check One)
__________ Individual
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__________        Tenants-in-common
__________        Joint tenants with right of survivorship (each must sign)
__________        Community property.(0)
__________        Partnership
__________        Corporation
__________        Limited Liability Company
__________        As custodian, trustee or agent for ___________________________	

This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2005
By: _____________________________________ Drury J. Gallagher, Chairman
and Chief Executive Officer

(0) * If the investor is a resident of a community property state, the subscription should indicate whether the Securities will be owned as separate or community property and will be registered jointly in the name of more than one person, and the nature of the joint ownership should be indicated (i.e., tenants in common, joint tenants with right of survivorship, tenants by the entirety, or other designation as may be permitted by the law of the state of the investor's domicile).

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APPENDIX C
REGISTRATION RIGHTS AGREEMENT
OF
GLOBAL GOLD CORPORATION
Agreement made as of the 29th day of July, 2005 by and among Global Gold Corporation, a Delaware corporation currently having its office and principal place of business at 104 Field Point Road, Greenwich, Connecticut 06830 (the "Corporation"), and each party purchasing shares of the common stock of the Corporation pursuant to the Memorandum (as defined below) (each of the last named persons shall hereinafter be referred to individually as a "Shareholder" and collectively as the "Shareholders").
WHEREAS, upon the closing of the offering of up to a maximum of 4,000,000 shares, of common stock of the Corporation with the purchaser of each share also entitled to a warrant to purchase one half of one additional share pursuant to the Confidential Private Placement Memorandum dated June 20, 2005, as may be amended from time to time (the "Offering") (each individual closing of which shall be referred to as the "Effective Date"), as defined in the Offering, the Shareholders will collectively own up to a maximum of 4,000,000 shares (and if all of the warrants are exercised a total of 6,000,000 shares) of common stock, $.001 par value per share, of the Corporation (shares of such common stock acquired pursuant to the Offering being referred to as the "Shares" and collectively as the "Stock"); WHEREAS, upon the Effective Date, the Corporation and the Shareholder desire to provide for certain registration rights for the Stock of the Corporation or any interest therein now or hereafter acquired by the Shareholders pursuant to the Offering;
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NOW, THEREFORE, effective upon the Effective Date, in consideration of the mutual covenants and conditions herein contained, each of the parties hereby agrees as follows:
1. Piggyback Registration Rights.
1.1 (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Shareholder and shall use reasonable efforts to include all of the shares of the Stock owned by the Shareholders ( the "Seller" or "Registering Shareholder" and collectively the "Sellers" and "Registering Shareholders") in such registration statements as such Seller shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of the Seller shall be included in the underwriting offering on the same terms and conditions as the stock being offered by the Corporation, and (B) the Seller shall be entitled to include such number of shares of the Stock owned by the Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right to not exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this
Section 1.1 proposed to be filed by the Corporation during such 36-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by the Sellers in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of the Sellers and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by the Sellers in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of the Sellers' shares would have an adverse effect on the offering.
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(b) A registration filed pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and
(ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 1.1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation , such registration statement shall not be considered one of the registrations applicable pursuant to Section 1.1(a).
1.2 Delay or Suspension of Registration. Notwithstanding any other provision of this Section 1 to the contrary, if the Corporation shall furnish to the Shareholders:
(a) a certificate signed by the President of the Corporation stating that, in the good faith judgment of a majority of the members of the entire Board of Directors of the Corporation, it would adversely and materially affect the Corporation's ability to enter into an agreement with respect to, or to consummate, a bona fide material transaction to which it is or would be a party, or it would potentially adversely and materially affect the Corporation's classification for federal securities law purposes, or the Corporation has a plan to register stock to be sold for its own account within a 90-day period after the filing of the registration statement under Section 1.1(a), for the Corporation to use its reasonable best efforts to effect the registration of the stock; or
(b) both (A) a certificate signed by the President of the Corporation stating that, in the good faith judgment of a majority of the members of the entire Board of Directors of the Corporation, a material fact exists which the Corporation has a bona fide business purpose for preserving as confidential and (B) an opinion of counsel to the Corporation to the effect that the registration by the Corporation or the offer or sale by the Shareholders of the Stock pursuant to an effective registration statement would require disclosure of the material fact which is referenced in the President's certificate required under Section 1.2(b)(ii)(A) and which, in such counsel's opinion, is not otherwise required to be disclosed, then the Corporation's obligations pursuant to Section 1.1(a) with respect to any such filing of a registration statement shall be deferred or offers and sales of the Stock by the Shareholders shall be suspended, as the case may be, until the earliest of: (1) the date on which, as applicable (a) the Corporation's use of reasonable best efforts to effect the registration of the Stock would no longer have such a material adverse effect or (b) the material fact is disclosed to the public or ceases to be material; (2) 135 days from the date of receipt by the Shareholders of the materials referred to in Section 1.2(b) (i) and (ii) above; and (3) such time as the Corporation notifies the Shareholders that it has resumed use of its reasonable best efforts to effect registration of the Stock or that offers and sales of the Stock pursuant to an effective registration statement may be resumed, as the case may be. If the Shareholders receive the materials referred to in Section 1.2(b)(ii) above while a registration statement for the offer and sale of the Stock is in effect, each Shareholder agree to terminate immediately any offer or sale of the Stock. A particular material transaction to which the Corporation is or would be a party or a particular material fact shall not give rise to more than one deferral or suspension notice by the Corporation pursuant to the provisions of this Section 1.2.
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1.3 In connection with any registration or qualification pursuant to the provisions of this Section 1, the Corporation shall, except as prohibited under the blue sky or securities laws of any jurisdiction under which a registration or qualification is being effected, pay all filing, registration and qualification fees of the Securities and Exchange Commission, printing expenses, fees and disbursements of legal counsel and all accounting expenses, except that each Seller shall bear the fees and expenses of its own legal counsel, and the underwriting or brokerage discounts and commissions, expenses of its brokers or underwriters and fees of the National Association of Securities Dealers, Inc. attributable to its Stock; provided, however, that the Corporation shall not be required in the case of any registration hereunder to make blue sky filings in more than 5 states.
1.4 (a) In each case of registration of shares of Stock under the Securities Act pursuant to these registration provisions, the Corporation shall unconditionally indemnify and hold harmless each Seller, each underwriter (as defined in the Securities Act), and each person who controls any such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934 (the Sellers and each such underwriter, and each such person who controls any such underwriter being referred to for purposes of this Section 1.4, as an "Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such shares of the Stock were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment or supplement thereto (including, in each case, any documents incorporated by reference therein), or arising out of any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Seller or any underwriter and furnished to the Corporation or the Shareholders, as the case may be, in writing by any Seller or such underwriter expressly for use therein; provided that the foregoing indemnification with respect to a preliminary prospectus shall not inure to the benefit of any underwriter (or to the benefit of any person controlling such underwriter) from whom the person asserting any such losses, claims, damages, liabilities or expenses purchased shares of the Stock to the extent such losses, claims, damages or liabilities result from the fact that a copy of the final prospectus had not been sent or given to such person at or prior to written confirmation of the sale of such shares to such person.
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(b) In each case of a registration of shares of the Stock under the Securities Act pursuant to these registration provisions, each Seller participating in the registration shall unconditionally indemnify and hold harmless the Corporation (and its directors and officers), each underwriter and each person, if any, who controls the Corporation or such underwriter within the meaning of Section 15 of the Securities Act of Section 20(a) of the Securities Exchange Act of 1934, to the same extent as the foregoing indemnity from the Corporation to the Seller but only with reference to information relating to such Seller and furnished to the Corporation by such Seller for use in the registration statement, any prospectus or preliminary prospectus contained therein or any amendment or supplement thereto. Each Seller will use all reasonable efforts to cause any underwriters of shares of Stock to be sold by the Seller to indemnify the Corporation on the same terms as any Seller agrees to indemnify the Corporation, but only with reference to information furnished in writing by such underwriter for use in the registration statement.
(c) In case any action or proceeding shall be brought against or instituted which involves any Indemnified Person, such Indemnified Person shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Person") in writing and the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such action or proceeding, any Indemnified Person shall have the right to obtain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to the retention of such counsel at its expense or (ii) the named parties to any such action or proceeding include both the Indemnifying Person and the Indemnified Person, and the Indemnified Person has been advised by counsel that there may be one or more defenses available to such Indemnified Person which are different from or additional to those available to the Indemnifying Person (in which case, if the Indemnified Person notifies the Indemnifying Person that it wishes to employ separate counsel at the expense of the Indemnifying Person, the Indemnifying Person shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person). It is understood that the Indemnifying Person shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all such similarly situated Indemnified Persons. The Indemnifying Person shall not be liable for any settlement of any action or proceeding effected without its written consent.
(d) Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be liable to any Seller for any losses, claims, damages or liabilities arising out of or caused by (A) any reasonable delay (1) in filing or processing any registration statement or any preliminary or final prospectus, amendment or supplement thereto after the inclusion of the Sellers' Stock in such registration statement, or (2) in requesting such registration statement be declared effective by the Commission and (B) the failure of the Commission for any reason to declare effective any registration statement.
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2. MISCELLANEOUS.
2.1. Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly given on (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or by facsimile or (b) three days after mailing if mailed from within the continental United States by registered or certified mail, return receipt requested to the party entitled to receive the same, if to the Corporation, Global Gold Corporation, 104 Field Point Road, Greenwich, Connecticut 06830, with a copy to Patterson, Belknap, Webb and Tyler, 1133 Avenue of the Americas 10036 Attn: John E. Schmeltzer, Esq.; and if to any Shareholder, at his or its address as set forth in the books and records of the Corporation. Any party may change his or its address by giving notice to the other party stating his or its new address. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.
2.2 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York
(ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the jurisdiction of any federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the notice provisions of this Agreement shall constitute personal service thereof.
2.3 Entire Agreement; Waiver of Breach. This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as provided herein; and no waiver of any breach or condition of this Agreement shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
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2.4 Binding Effect; Assignability. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns. This Agreement and the rights of the parties hereunder shall not be assigned except with the written consent of all parties hereto.
2.5 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.
2.6 Number and Gender. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.
2.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
2.8 Amendments. This Agreement may not be amended except in a writing signed by all of the parties hereto.
2.9 Compliance with Securities Laws. Commencing with the Effective Date, the Corporation will use its best efforts to comply thereafter with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934.
2.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of such signature pages executed by the parties to one copy of the Agreement; all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.
GLOBAL GOLD CORPORATION

                                          By: __________________________________
                                                    Drury J. Gallagher, Chairman
                                                     and Chief Executive Officer

No. of Shares
Purchased                                    SHAREHOLDER

                                             ___________________________________

                                             ___________________________________

                                             By:________________________________

                                       7	

                                                                      APPENDIX D	

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
No.U-4 Right to Purchase Shares of Common Stock of Global Gold Corporation
Global Gold Corporation
Common Stock Purchase Warrant
Global Gold Corporation a Delaware corporation (the "Company"), hereby certifies that, for value received, ______________________, a _____________________ corporation with offices at _________________________________(" "), or registered permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:30 P.M., Eastern Standard Time, on July 31, 2006, _______________________( ) fully paid and nonassessable shares of Common Stock, $.001 par value, of the Company, at a purchase price per share of One Dollar Fifty Cents($1.50) (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "Purchase Price"). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
(a) The term "Company" shall include Global Gold Corporation and any corporation which shall succeed or assume the obligations of the Company hereunder.
(b) The term "Common Stock" includes the Company's Common Stock, $.01 par value per share, as authorized on the date of the Agreement and any other securities into which or for which any of such Common Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
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1. Exercise of Warrant.
1.1. Manner of Exercise: Payment of the Purchase Price.
(a) This Warrant may be exercised by the holder hereof, in whole or in part, at any time or from time to time prior to the expiration date, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares attached hereto (or a reasonable facsimile thereof) duly executed by the holder and accompanied by payment of the purchase price for the number of shares of Common Stock specified in such form.
(b) Payment of the purchase price may be made as follows (or by any combination of the following): in United States currency by cash or delivery of a certified check or bank draft payable to the order of the Company or by wire transfer to the Company.
1.2. When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant shall have been surrendered to, and the purchase price shall have been received by, the Company as provided in Section 1.1, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise and shall be deemed to have become the holder or holders of record thereof for all purposes.
1.3. Trustee for Warrantholders. In the event that a bank or trust company shall have been appointed as trustee for the holders of the Warrants pursuant to Section 4.2, such bank or trust company shall have all the powers and duties of a warrant agent appointed pursuant to Section 12 and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
2. Delivery of Stock Certificates. etc. on Exercise. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 30 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes and, if requested by the Company, demonstration by such holder of compliance with applicable securities laws) may direct, a certificate or certificates for the number of fully paid and nonassessable shares of Common Stock to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise.
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3. Adjustment for Dividends in Other Stock, Property, etc.; Reclassification, etc. In case at any time or from time to time, the holders of Common Stock shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefor,
(a) other or additional stock or other securities or property (other than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out of earnings or earned surplus of the Company), or
(c) other or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement,
other than additional shares of Common Stock issued as a stock dividend or in a stock-split (adjustments in respect of which are provided for in Section 5.3), then and in each such case the holder of this Warrant, on the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) of this Section 3) which such holder would hold on the date of such exercise if on the date hereof he had been the holder of record of the number of shares of Common Stock called for on the face of this Warrant and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such other or additional stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) of this Section 3) receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period by Sections 4 and 5.
4. Adjustment for Reorganization, Consolidation, Merger, etc.
4.1 Reorganization. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, the holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution as the case may be, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 3 and 5.
4.2 Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the holders of the Warrants after the effective date of such dissolution pursuant to this Section 4 to a bank or trust company having its principal office in New York, New York, as trustee for the holder or holders of the Warrants.
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4.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 6.
5. Adjustment for Issue or Sale of Common Stock at Less than the Purchase Price in Effect.
5.1 General. If the Company shall, at any time or from time to time, issue any additional shares of Common Stock (other than shares of Common Stock excepted from the provisions of this Section 5 by Section 5.4) without consideration or for a Net Consideration Per Share less than the Purchase Price in effect immediately prior to such issuance, then, and in each such case:
(a) the Purchase Price shall be lowered to an amount determined by multiplying such Purchase Price then in effect by a fraction:
(1) the numerator of which shall be (a) the number of shares of Common Stock outstanding (excluding treasury shares, but including for this purpose shares of Common Stock issuable upon the exercise of any warrants) immediately prior to the issuance of such additional shares of Common Stock, plus (b) the number of shares of Common Stock which the net aggregate consideration, if any, received by the Company for the total number of such additional shares of Common Stock so issued would purchase at the Purchase Price in effect immediately prior to such issuance, and
(2) the denominator of which shall be (a) the number of shares of Common Stock outstanding (excluding treasury shares, but including for this purpose shares of Common Stock issuable upon the exercise of the any warrants) immediately prior to the issuance of such additional shares of Common Stock, plus (b) the number of such additional shares of Common Stock so issued; and
(b) the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5. 1) be issuable on such exercise by the fraction of which (i) the numerator is the Purchase Price which would otherwise (but for the provisions of this Section 5.
1) be in effect, and (ii) the denominator is the Purchase Price in effect on the date of such exercise.
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5.2 Definitions, etc. For purposes of this Section 5 and Section 7:
The issuance of any warrants, options or other subscription or purchase rights with respect to shares of Common Stock and the issuance of any securities convertible into or exchangeable for shares of Common Stock (or the issuance of any warrants, options or any rights with respect to such convertible or exchangeable securities) shall be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share which may be received by the Company for such Common Stock (as hereinafter determined) shall be less than the Purchase Price at the time of such issuance and, except as hereinafter provided, an adjustment in the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon each such issuance in the manner provided in Section 5. 1. Any obligation, agreement or undertaking to issue warrants, options, or other subscription or purchase rights at any time in the future shall be deemed to be an issuance at the time such obligation, agreement or undertaking is made or arises. No adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made under Section 5.1 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any adjustment shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any convertible securities (or upon the issuance of any warrants, options or any rights therefor) as above provided. Any adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant with respect to this Section 5.2 which relates to warrants, options or other subscription or purchase rights with respect to shares of Common Stock shall be disregarded if, as, and to the extent that such warrants, options or other subscription or purchase rights expire or are canceled without being exercised, so that the Purchase Price effective immediately upon such cancellation or expiration shall be equal to the Purchase Price that otherwise would have been in effect at the time of the issuance of the expired or canceled warrants, options or other subscriptions or purchase rights, with such additional adjustments as would have been made to that Purchase Price had the expired or cancelled warrants, options or other subscriptions or purchase rights not been issued.
For purposes of this Section 5.2, the "Net Consideration Per Share" which may be received by the Company shall be determined as follows:
(A) The "Net Consideration Per Share" shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.
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(B) The "Net Consideration Per Share" which may be received by the Company shall be determined in each instance as of the date of issuance of warrants, options, subscriptions or other purchase rights, or convertible or exchangeable securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants, options, subscriptions or other purchase rights or convertible securities.
For purposes of this Section 5, if a part or all of the consideration received by the Company in connection with the issuance of shares of the Common Stock or the issuance of any of the securities described in this Section 5 consists of property other than cash, such consideration shall be deemed to have the same value as shall be determined in good faith by the Board of Directors of the Company.
This Section 5.2 shall not apply under any of the circumstances described in Section 5.4.
5.3. Extraordinary Events. In the event that the Company shall (i) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 5.3. The holder of this Warrant shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive that number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5.3) be issuable on such exercise by a fraction of which (i) the numerator is the Purchase Price which would otherwise (but for the provisions of this Section 5.3) be in effect, and
(ii) the denominator is the Purchase Price in effect on the date of such exercise.
5.4. Excluded Shares. Section 5. 1 shall not apply to the (i) issuance of shares of Common Stock, or options therefor, to directors, officers, employees, advisors and consultants of the Company pursuant to any stock option, stock purchase, stock ownership or compensation plan approved by the compensation committee of the Company's Board of Directors, (ii) the issuance of shares pursuant to the exercise of the warrants issued by the Company dated October 31, 2000, and (iii) the issuance of any shares pursuant to the exercise of the warrants issued by the Company dated November 4, 2004.
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6. No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.
7. Accountants' Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Treasurer or Chief Financial Officer or, if the holder of a Warrant so requests, independent certified public accountants selected by the Company to compute such adjustment or readjustment in accordance with the terms of the Warrants and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such issue or sale and as adjusted and readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the Purchase Price at the time in effect and showing how it was calculated.
8. Notices of Record Date, etc. In the event of
(a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or
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(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and
(iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.
9. Reservation of Stock, etc., Issuable on Exercise of Warrants. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock from time to time issuable on the exercise of the Warrants represented by this certificate.
10. Exchange of Warrants. On surrender for exchange of any Warrant, properly endorsed, to the Company, the Company at its expense will issue and deliver to or on the order of the holder thereof a new Warrant or warrants of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes and, if requested by the Company, demonstration by such holder of compliance with applicable securities laws) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.
11. Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
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12. Warrant Agent. The Company hereby appoints American Registrar and Transfer Company, with offices in Salt Lake City, Utah, as its agent for the purpose of issuing Common Stock on the exercise of the Warrants pursuant to Section 1, exchanging Warrants pursuant to Section 10, and replacing Warrants pursuant to
Section 11, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent. The Company may change such agent and designate a new agent in the United States for the above-described purposes by written notice to each holder of a Warrant.
13. Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that a holder of this Warrant may suffer irreparable harm and that such terms may be specifically enforced by a decree by a court of competent jurisdiction for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
14. Negotiability. This Warrant is issued upon the following terms, to all of which each holder or owner hereof by the taking hereof consents and agrees:
(a) subject to compliance with all applicable securities laws, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of each such bona fide purchaser, and each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby; and
(c) until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
15. Notices. All notices or other communications required or permitted to be given pursuant to this Warrant shall be in writing and shall be considered as duly given on (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or by facsimile or (b) three days after mailing if mailed from within the continental United States by registered or certified mail, return receipt requested to the party entitled to receive the same, if to the Company, Global Gold Corporation, 104 Field Point Road, Greenwich, CT 06830, and if to the holder of a Warrant, at the address of such holder shown on the books of the Company. Any party may change his or its address by giving notice to the other party stating his or its new address. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Warrant.
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16. Governing Law. This Warrant and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York in the United States of America (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the jurisdiction of such federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Warrant. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the notice provisions of this Warrant shall constitute personal service thereof.
17. Entire Agreement; Waiver of Breach. This Warrant constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as provided herein; and no waiver of any breach or condition of this Warrant shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
18. Severability. If any provision of this Warrant shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Warrant, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
19. Amendment. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.
20. Expiration. The right to exercise this Warrant shall expire at 5:30 P.M., Eastern Standard Time, on July 31, 2006.
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21. Restrictions on Transferability; Restrictive Legend. The holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legend in addition to such other restrictive legends as may be required by law:
"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the holder, satisfactory to the company, that such registration is not required under the act and any applicable state securities laws."
Dated: June 20, 2005
Global Gold Corporation
By: ________________________________ Drury J. Gallagher, Chairman
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[FORM OF]
ELECTION TO PURCHASE SHARES
To: Global Gold Corporation
The undersigned hereby irrevocably elects to exercise the Warrant to purchase ____ shares of Common Stock, par value $.01 per share ("Common Stock"), of Global Gold Corporation and hereby makes payment of $________ therefor . The undersigned hereby requests that certificates for such shares be issued and delivered as follows:
ISSUE TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER
 TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
If the number of shares of Common Stock purchased (and/or reduced) hereby is less than the number of shares of Common Stock covered by the Warrant, the undersigned requests that a new Warrant representing the number of shares of Common Stock not so purchased (or reduced) be issued and delivered as follows:
ISSUE TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
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DELIVER
 TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
Dated: _________________________
[NAME OF HOLDER]
By
Name:
Title:
(Signature) (Signature must
conform to name of holder
as specified on the face of
the Warrant)
(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security Number
or Tax Identification Number)
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FORM OF ASSIGNMENT
(To be signed only on transfer of warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto _________________________________ the right represented by the within Warrant to purchase shares of Common Stock of Global Gold Corporation to which the within Warrant relates, and appoints ____________________________as its attorney to transfer such right on the books of Global Gold Corporation with full power of substitution in the premises.

Dated:    ________________

                                                     (Signature)
                                    (Signature must conform to name of holder as
                                           specified on the face of the Warrant)	

(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security Number
or Tax Identification Number)
Signed in the presence of:

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Exhibit 10.12
Copy #_________
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
GLOBAL GOLD CORPORATION
Global Gold Corporation, a Delaware corporation (the "Company", "we" or "us"), is offering (the "Offering") to sell a minimum of 4,000,000 shares and up to a maximum of 10,400,000 shares of its common stock, $.001 par value, with a minimum purchase of 100,000 shares of common stock with the purchase price of $1.25 per share for such shares, or $125,000 payable in cash upon subscription, and with each three shares purchased also entitling the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater (the "Units" or the "Securities"). The price of the shares of common stock has been determined by the Board of Directors of the Company.
If all the Securities are sold, the Company will have issued an additional 10,400,000 shares of its common stock for a total purchase price of $13,000,000. Offering proceeds shall be placed in a special non-interest bearing account, and if the minimum offering of 4,000,000 shares is not sold, subscribers shall have the right to cancel their subscriptions and receive repayment of funds paid without interest or deduction.
The Offering will terminate upon the earlier of the completion of the sale of all of the Securities offered or March 31, 2006 unless the Offering is extended up to an additional 30 days until April 30, 2006 by the Company in its sole discretion (the "Offering Period"). The Offering may be closed from time to time in tranches of any number of Securities (collectively the "Closings").
The common stock of the Company is publicly traded only on the OTCBB, over-the-counter market under the symbol GBGD.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense.
The date of this Memorandum is March 1, 2006.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" set forth in this Memorandum, and any additional applicable risk factors reflected in any annual, quarterly and other reports filed by the Company with the Securities and Exchange Commission (the "SEC") (which filed documents shall be referred to collectively as the "SEC Documents"), which are incorporated herein by reference.
THE SECURITIES BEING OFFERED PURSUANT TO THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED OR RESOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES NOR WILL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. ANY DISTRIBUTION OF THIS MEMORANDUM BY THE OFFEREE IN WHOLE OR IN
PART IS UNAUTHORIZED.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AS TO LEGAL AND RELATED MATTERS CONCERNING HIS INVESTMENT.
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE SECURITIES. EXCEPT FOR THIS MEMORANDUM OR STATEMENTS OR DOCUMENTS CONTAINED HEREIN, NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE SECURITIES OFFERED HEREBY EXCEPT THE INFORMATION CONTAINED HEREIN.
CONNECTICUT RESIDENTS:
THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD PURSUANT TO THE EXEMPTION SET OUT IN SECTION 36-490(B)(9) OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. THE UNITS CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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CALIFORNIA RESIDENTS
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
NEW YORK RESIDENTS:
THE OFFERING LITERATURE USED IN CONNECTION WITH THE OFFERING HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
* * * * *
Each prospective investor will be afforded, and should seek, the opportunity to obtain any additional information which such prospective investor may reasonably request, to ask questions of, and to receive answers from, the Company or any other person authorized by the Company to act, concerning the terms and conditions of the Offering, the information set forth herein and any additional information which such prospective investor believes is necessary to evaluate the merits of the Offering, as well as to obtain additional information necessary to verify the accuracy of information set forth herein or provided in response to such prospective investor's inquiries. Any prospective investor having any questions or desiring additional information should contact:
Drury J. Gallagher, Chairman and Chief Executive Officer 45 East Putnam Avenue Greenwich, Connecticut 06830 (203) 422-2300
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TABLE OF CONTENTS

CAPTION                                                                     PAGE

Terms of the Offering .........................................................5	

Form 10-K filed by the Company for the year ended December 31, 2004 and Form 10-Q filed by the Company for the quarter ended September 30, 2005 included with separate transmittal letter to prospective investor.

Subscription Agreement ...............................................Appendix A

Accredited Investor Suitability Questionnaire.........................Appendix B

Registration Rights Agreement ........................................Appendix C

Form of Warrant.......................................................Appendix D	

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TERMS OF
THE OFFERING
Business The Company is presently engaged in developing and acquiring interests in gold and other mineral-bearing properties in Armenia and Chile. The Company is currently in the development stage and has not received any revenues from mining activity. The Company previously engaged in developing a gold mining project in Armenia under a joint venture with the Armenian state gold enterprise and sold its interest in the joint venture to a third party.
Securities
Offered (a) The Company is offering to sell a minimum of 4,000,000 and a max of 10,400,000 shares, of its common stock at a purchase price of $1.25 per share, with a minimum purchase of 100,000 shares, for the purchase price of $125,000 payable in cash upon subscription. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater.
(b) The Company reserves the right to sell less than a minimum of 100,000 shares to any investor.
Common Stock
Outstanding
Prior to
Offering
After Offering 18,270,301 shares as of February 28, 2006(1) Up to 28,670,301 shares as of the close of the Offering and up to 32,136,968 if all of the warrants and options are exercised (1)
Use of
Proceeds For mining property acquisition and development purposes in Chile and Armenia, drilling and further exploration, plant and equipment to improve production at mining operations in Armenia, due diligence on prospective acquisitions, compensation to the private placement agent, as well as general corporate and working capital purposes.

1 Excluding all shares of common stock issuable pursuant to options or warrants to purchase common stock which totaled 5,150,000 shares as of February 28, 2006.

5
 
Terms of the

Offering       Offering proceeds will be deposited and held in a non-interest
               bearing segregated account at J.P.  Morgan  Chase Bank and may be
               withdrawn  by the  Company  upon the closing of the Offering or
               any tranches thereof.	

Who May Invest The shares of common stock of the Company are being offered pursuant to this Memorandum solely to persons who are "accredited investors" as defined in Regulation D or who are non US residents as defined in Regulation 901 et. seq. (Regulation S) promulgated under the Securities Act of 1933, as amended. See the Accredited Investor Suitability Questionnaire attached hereto as Appendix B.
Risk Factors The shares of common stock of the Company offered hereby involve a high degree of risk, including, without limitation, the following:
(i) the Company is a development stage company and has not generated any mining revenues to date but has developed and sold an interest in an Armenian gold mining joint venture;
(ii) the Company has in Chile a royalty interest and right to repurchase a mineral-bearing property known as Santa Candelaria and in Armenia licenses for and operations at the Hankavan and Toukhmanuk properties and surrounding exploration areas as well as joint venture interests with Iberian Resources in the Lichkvaz and Marjan properties and a 20% participation right in any new exploration undertaken by Sterlite Gold Limited or its successors in Armenia, and while it is in negotiations for additional acquisitions it has not closed them On January 24, 2006, the Company has acquired an 80% interest in the Getik gold and uranium property in exchange for 100,000 shares of the Company's common stock;
6
(iii) the Company may not be able to obtain adequate insurance protection for its potential investments in the mining projects;
(iv) the prices of gold and other minerals historically fluctuate and are affected by numerous factors beyond the Company's control and no assurance can be given that any reserves proved or estimated will actually be produced;
(v) the Company's proposed mining operations will be subject to a variety of potential engineering, seismic and other risks, some of which cannot be predicted and which may not be covered by insurance;
(vi) the Company will be subject to intense competition in its proposed mining activity and many mining companies have substantially greater resources than those possessed by the Company;
(vii) the shares of common stock are subject to restrictions on transfer;
(viii) the SEC in any future review of the Company's filings of any kind with it may question the classification of the Company for federal securities law purposes (although it has not done to date), which could adversely affect the future operations of the Company or the public trading of its shares of common stock;
(ix) an investor may lose his entire investment in the shares of common stock;
(x) the Company's Chairman, President, and one of its directors own approximately 30 % of the shares of the Company's common stock and, if they act jointly with the shareholders associated with Firebird Management, LLC which own approximately 32% of the shares of the Company's common stock, will be able to effectively determine the vote on any matter being voted on by the Company's stockholders; and
(xi) the value of the Company's assets may be adversely affected by political, economic and other factors in Armenia or Chile.
7

Restrictions
on Resale;
Registration
Rights         The investors who purchase any shares of common stock pursuant to
               the  Offering  will be  restricted  from  selling,  transferring,
               pledging or otherwise disposing of any shares due to restrictions
               under  applicable  Federal and state  securities law. The Company
               has agreed to give each  investor on demand  (commencing  90 days
               after the closing of this Offering), piggyback, and certain other
               registration  rights with  respect to the shares of common  stock
               issuable  pursuant to the Offering.  See the Registration  Rights
               Agreement and the Subscription Agreement attached hereto.

Listing        The Company's shares of common stock are currently not listed for
               trading on any stock exchange.  The Company's shares are publicly
               trading  on the  OTCBB,  over-the-counter  market  in the  United
               States (the  application  for such  trading  was  approved by the
               National   Association  of  Securities  Dealers,   Inc.  and  the
               Company's  common stock became  eligible for trading on the OTCBB
               on March 31, 2004).

How to Invest  Each investor must:

               (a)  execute  and  deliver the  Subscription  Agreement  attached
                    hereto as Appendix A, and pay the subscription price for the
                    shares of common stock as provided therein;

               (b)  execute  and  deliver the  Accredited  Investor  Suitability
                    Questionnaire attached hereto as Appendix B;

               (c)  execute and deliver the Registration Rights Agreement
                    attached hereto as Appendix C; and

               (d)  send or deliver all of the signed documents to the Company.	

All references contained in this description of "The Terms of Offering" are qualified in their entirety by reference to the specific agreements containing the applicable terms.
9
APPENDIX A
SUBSCRIPTION AGREEMENT
Global Gold Corporation
45 East Putnam Avenue
Greenwich, Connecticut 06830
Gentlemen:
This Subscription Agreement (the "Agreement") has been executed by the undersigned in connection with the offer by Global Gold Corporation, a Delaware corporation (the "Company") to sell (the "Offering) a minimum of 4,000,000 shares and up to a maximum of 10,400,000 shares, of its common stock, $.001 par value per share, with a minimum purchase of 100,000 shares of common stock (unless otherwise permitted by the Company), with the purchase price for such shares payable in cash upon subscription. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. The shares of common stock of the Company together with the warrants (the "Units" or the "Securities") are being offered pursuant to the Company's Confidential Private Placement Memorandum dated March 1, 2006, as may be amended from time to time (the "Memorandum"). The Offering is intended to come within the provision of Regulation D under the Securities Act of 1933, as amended (the "Act").
The undersigned and the Company hereby agree as follows:
1. Subscription.
(a) Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the number of Units at the aggregate purchase price set forth at the end hereof at the rate of $1.25 per share (the "Purchase Price"). In connection therewith, the undersigned hereby tenders:
(i) the Purchase Price in cash or by check (subject to collection), bank draft or postal or express money order payable in United States dollars, or by wire transfer, to "Global Gold Corporation - Special Account"
(ii) an executed copy of this Agreement;
(iii) an executed copy of the Accredited Investor Suitability Questionnaire; and
(iv) an executed copy of the Registration Rights Agreement.
1
(b) The Purchase Price will be deposited by the Company in a non-interest-bearing segregated bank account at J.P. Morgan Chase Bank or another bank selected by the Company in its sole discretion. The Purchase Price will be available for the Company's sole use immediately upon its acceptance of the Agreement and the closing of the Offering or any tranche thereof. If the minimum offering of 4,000,000 shares is not sold, the undersigned shall have the right to cancel the subscription and receive repayment of funds paid without interest or deduction.
2. The Company represents and warrants to the undersigned that since September 30, 2005, there has been no material adverse change in the financial condition, results of operations or general affairs of the Company, other than as disclosed in the Memorandum, the periodic reports filed by the Company with the Securities and Exchange Commission, and press releases, issued by the Company.
3. The undersigned represents and warrants to the Company that:
(a) The undersigned has received a copy of the Memorandum, and has carefully read and fully understands the Memorandum, including the Risk Factors set forth therein and any additional risk factors reflected in any annual, quarterly and other reports filed by the Company with the Securities and Exchange Commission or press releases;
(b) THE UNDERSIGNED UNDERSTANDS THAT THIS INVESTMENT IN COMPANY IS ILLIQUID AND INVOLVES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT IN THE SECURITIES;
(c) The undersigned understands that the Securities offered herein have not been registered under the Act or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the Securities are registered or an exemption from registration becomes available;
(d) The undersigned understands that an appropriate stop transfer order will be placed on the books of the Company's transfer agent respecting the certificates evidencing the Securities and such certificates shall bear such legend until such time as the respective securities in question shall have been registered under the act or shall have been transferred in accordance with an opinion of counsel acceptable to counsel for the Company that such registration is not required;
(e) The undersigned's decision to purchase the Securities is based solely on the information contained in the Memorandum;
(f) The residence of the undersigned set forth below is the true and correct residence of the undersigned;
2
(g) The undersigned has read and understands the Memorandum;
(h) The undersigned meets the suitability standards set forth in the Memorandum under "Who May Invest" and specifically satisfies the definition of an "accredited investor" or as otherwise set forth therein;
(i) The Accredited Investor Suitability Questionnaire executed and delivered by the undersigned is true and complete in all respects;
(j) The undersigned (A) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the undersigned; (B) has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Memorandum or that which has been otherwise provided in order for him to evaluate the merits and risks of investment in the Securities; and (C) has been given the opportunity to obtain additional information from the Company, in each case except to the extent the Company has informed the undersigned that it does not possess such information and cannot acquire it without unreasonable effort to expense, or that the requested information is proprietary and confidential, and the undersigned has not been furnished with any other offering literature or prospectus except as referred to herein in the Memorandum;
(k) The undersigned has not been furnished with any oral representation, warranty or information in connection with the Offering by the Company or any officer, director, employee, agent, affiliate or subsidiary or counsel or other advisor of any of them; and
(l) The undersigned is purchasing the Securities for his own account for investment purposes only and not with a view to the sale or other distribution thereof, and that the undersigned presently has no intention of offering, selling, transferring, pledging, hypothecating, or otherwise disposing of all or any part of the Securities at any particular time, for any particular price, or upon the happening of any particular event or circumstances.
4. The undersigned understands and agrees that this subscription is subject to the following terms and conditions:
(a) This subscription is irrevocable and the execution and delivery of this Agreement will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted by the Company;
(b) The Company can, in its sole discretion, reject a subscription as soon as practicable after receipt of the undersigned's subscription. The undersigned will be promptly notified by the Company as to whether his subscription has been accepted. If the undersigned's subscription is not accepted, his check will be returned promptly and all of his obligations hereunder shall terminate; and
3
(c) This subscription is not transferable or assignable, either before or after acceptance hereof by the Company, and the Securities issuable on account of this subscription will only be issued in the name of, and delivered to, the undersigned.
5. If the undersigned is a corporation, partnership, limited liability company, estate or trust, the undersigned represents and warrants that:
(a) The undersigned has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its formation with full power and authority to enter into the transactions contemplated by this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered, and, when executed and delivered by the entity, will constitute the valid, binding and enforceable agreement of the undersigned;
(c) The person signing this Agreement and any other instrument delivered on behalf of such entity has been duly authorized by such entity and has full power and authority to do so; and
(d) Such entity has not been formed for the specific purposes of acquiring the Securities.
6. The representations, warranties and agreements made by the undersigned and the Company herein have been made with the intent that they be relied upon by the other party for purposes of the Offering. Both parties further undertake to notify the other party immediately of any change in any information supplied by either party. If more than one person is signing this Agreement, each representation, warranty and agreement shall be a joint and several representation, warranty and agreement of each such subscriber.
7. The undersigned unconditionally agrees to indemnify and hold the Company, its officers, directors and shareholders or any other person who may be deemed to control the Company, and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of the undersigned's, or his attorney's or agent's representations, warranties or statements or the breach of any of the agreements contained herein.
8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the addresses reflected in this Agreement shall constitute personal service thereof.
4
Dated: _______________, 2006
Number of Shares Subscribed at $1.25 per share: ________ Share [s]

Total Purchase Price:      $_____________
Payment Enclosed:          $_____________

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________            __________________________________
Print Name of Subscriber                             Print Name of Subscriber

By:_____________________________            __________________________________
                                            Signature

________________________________            __________________________________
Print Name and Title of Person Signing     Signature of Joint Subscriber, if any

Mailing Address:                                     Mailing Address:

_______________________________             __________________________________
Street Address                                       Street Address

_______________________________             __________________________________
City, State and Zip Code                             City, State and Zip Code

_______________________________             __________________________________
Taxpayer Identification Number              Social Security Number of Subscriber

_________________________________           ___________________________________
Country of incorporation              Social Security Number of Joint Subscriber

                                           ____________________________________
                                                     Passport number

(Check One)
__________        Individual
__________        Tenants-in-common
__________        Joint tenants with right of survivorship (each must sign)
__________        Community property.(0)
__________        Partnership
__________        Corporation
__________        Limited Liability Company
__________        As custodian, trustee or agent for ___________________________	

This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2006
By: _____________________________
Drury J. Gallagher, Chairman
and Chief Executive Officer
5

(0) * If the investor is a resident of a community property state, the subscription should indicate whether the Securities will be owned as separate or community property and will be registered jointly in the name of more than one person, and the nature of the joint ownership should be indicated (i.e., tenants in common, joint tenants with right of survivorship, tenants by the entirety, or other designation as may be permitted by the law of the state of the investor's domicile).
APPENDIX A
SUBSCRIPTION AGREEMENT
Global Gold Corporation
45 East Putnam Avenue
Greenwich, Connecticut 06830
Gentlemen:
This Subscription Agreement (the "Agreement") has been executed by the undersigned in connection with the offer by Global Gold Corporation, a Delaware corporation (the "Company") to sell (the "Offering) a minimum of 4,000,000 shares and up to a maximum of 10,400,000 shares, of its common stock, $.001 par value per share, with a minimum purchase of 100,000 shares of common stock (unless otherwise permitted by the Company), with the purchase price for such shares payable in cash upon subscription. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. The shares of common stock of the Company together with the warrants (the "Units" or the "Securities") are being offered pursuant to the Company's Confidential Private Placement Memorandum dated March 1, 2006, as may be amended from time to time (the "Memorandum"). The Offering is intended to come within the provision of Regulation D under the Securities Act of 1933, as amended (the "Act").
The undersigned and the Company hereby agree as follows:
1. Subscription.
(a) Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the number of Units at the aggregate purchase price set forth at the end hereof at the rate of $1.25 per share (the "Purchase Price"). In connection therewith, the undersigned hereby tenders:
(i) the Purchase Price in cash or by check (subject to collection), bank draft or postal or express money order payable in United States dollars, or by wire transfer, to "Global Gold Corporation - Special Account"
(ii) an executed copy of this Agreement;
(iii) an executed copy of the Accredited Investor Suitability Questionnaire; and
(iv) an executed copy of the Registration Rights Agreement.
1
(b) The Purchase Price will be deposited by the Company in a non-interest-bearing segregated bank account at J.P. Morgan Chase Bank or another bank selected by the Company in its sole discretion. The Purchase Price will be available for the Company's sole use immediately upon its acceptance of the Agreement and the closing of the Offering or any tranche thereof. If the minimum offering of 4,000,000 shares is not sold, the undersigned shall have the right to cancel the subscription and receive repayment of funds paid without interest or deduction.
2. The Company represents and warrants to the undersigned that since September 30, 2005, there has been no material adverse change in the financial condition, results of operations or general affairs of the Company, other than as disclosed in the Memorandum, the periodic reports filed by the Company with the Securities and Exchange Commission, and press releases, issued by the Company.
3. The undersigned represents and warrants to the Company that:
(a) The undersigned has received a copy of the Memorandum, and has carefully read and fully understands the Memorandum, including the Risk Factors set forth therein and any additional risk factors reflected in any annual, quarterly and other reports filed by the Company with the Securities and Exchange Commission or press releases;
(b) THE UNDERSIGNED UNDERSTANDS THAT THIS INVESTMENT IN COMPANY IS ILLIQUID AND INVOLVES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT IN THE SECURITIES;
(c) The undersigned (i) is not a US Person (as defined herein); (ii) will not transfer or deliver any interest in the Shares except in accordance with the restrictions set forth in Section 2(f) of the Subscription Agreement and in the Memorandum; (iii) will notify the Company immediately if the undersigned becomes a US Person at any time prior to the sale of the Shares; and (iv) is not subscribing on behalf of or funding his investment with funds obtained from US Persons.
(d) Except for offers and sales to discretionary or similar accounts held for the benefit or account of a non-US Person by a US dealer or other professional fiduciary, all offers to sell and offers to buy the Shares were made to or by the undersigned while the undersigned was outside the United States and at the time that the undersigned's order to buy the Shares was originated the undersigned was outside the United States.
2
(e) The undersigned understands that the Shares have not been registered under the Securities Act, the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated. The undersigned agrees to resell, pledge or otherwise transfer the Shares only in accordance with the provisions of Regulation S (Rule 901 through 905 and the Preliminary Notes), pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration under the Securities Act, and agrees not to enter into any hedging transactions involving those securities, unless in compliance with the Securities Act. The undersigned understands and agrees further that the undersigned may not sell or transfer the Shares in the absence of either an effective registration statement under the Securities Act or an opinion of counsel satisfactory to the Company that such sale or transfer does not require registration under the Securities Act and will not be in violation of the Securities Act or applicable state securities or
(f) The undersigned understands that an appropriate stop transfer order will be placed on the books of the Company's transfer agent respecting the certificates evidencing the Securities and such certificates shall bear such legend until such time as the respective securities in question shall have been registered under the act or shall have been transferred in accordance with an opinion of counsel acceptable to counsel for the Company that such registration is not required;
(g) The undersigned's decision to purchase the Securities is based solely on the information contained in the Memorandum;
(h) The residence of the undersigned set forth below is the true and correct residence of the undersigned;
(i) The undersigned has read and understands the Memorandum;
(j) The undersigned meets the suitability standards set forth in the Memorandum under "Who May Invest" and specifically satisfies the definition of an "accredited investor" or as otherwise set forth therein;
(k) The Accredited Investor Suitability Questionnaire executed and delivered by the undersigned is true and complete in all respects;
(l) The undersigned (A) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the undersigned; (B) has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Memorandum or that which has been otherwise provided in order for him to evaluate the merits and risks of investment in the Securities; and (C) has been given the opportunity to obtain additional information from the Company, in each case except to the extent the Company has informed the undersigned that it does not possess such information and cannot acquire it without unreasonable effort to expense, or that the requested information is proprietary and confidential, and the undersigned has not been furnished with any other offering literature or prospectus except as referred to herein in the Memorandum;
3
(m) The undersigned has not been furnished with any oral representation, warranty or information in connection with the Offering by the Company or any officer, director, employee, agent, affiliate or subsidiary or counsel or other advisor of any of them; and
(n) The undersigned is purchasing the Securities for his own account for investment purposes only and not with a view to the sale or other distribution thereof, and that the undersigned presently has no intention of offering, selling, transferring, pledging, hypothecating, or otherwise disposing of all or any part of the Securities at any particular time, for any particular price, or upon the happening of any particular event or circumstances.
4. All certificates for Shares shall bear the following notice:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY ONLY BE SOLD, RESOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH RULES 901 THROUGH 905 AND THE PRELIMINARY NOTES OF REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER OF THE SECURITIES REPRESENTED HEREBY REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER, BY ITS ACCEPTANCE OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, AS THE CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREIN MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
4
5. The undersigned understands and agrees that this subscription is subject to the following terms and conditions:
(a) This subscription is irrevocable and the execution and delivery of this Agreement will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted by the Company;
(b) The Company can, in its sole discretion, reject a subscription as soon as practicable after receipt of the undersigned's subscription. The undersigned will be promptly notified by the Company as to whether his subscription has been accepted. If the undersigned's subscription is not accepted, his check will be returned promptly and all of his obligations hereunder shall terminate; and
(c) This subscription is not transferable or assignable, either before or after acceptance hereof by the Company, and the Securities issuable on account of this subscription will only be issued in the name of, and delivered to, the undersigned.
6. If the undersigned is a corporation, partnership, limited liability company, estate or trust, the undersigned represents and warrants that:
(a) The undersigned has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its formation with full power and authority to enter into the transactions contemplated by this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered, and, when executed and delivered by the entity, will constitute the valid, binding and enforceable agreement of the undersigned;
(c) The person signing this Agreement and any other instrument delivered on behalf of such entity has been duly authorized by such entity and has full power and authority to do so; and
(d) Such entity has not been formed for the specific purposes of acquiring the Securities.
7. The representations, warranties and agreements made by the undersigned and the Company herein have been made with the intent that they be relied upon by the other party for purposes of the Offering. Both parties further undertake to notify the other party immediately of any change in any information supplied by either party. If more than one person is signing this Agreement, each representation, warranty and agreement shall be a joint and several representation, warranty and agreement of each such subscriber.
8. The undersigned unconditionally agrees to indemnify and hold the Company, its officers, directors and shareholders or any other person who may be deemed to control the Company, and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of the undersigned's, or his attorney's or agent's representations, warranties or statements or the breach of any of the agreements contained herein.
5
9. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of any federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the addresses reflected in this Agreement shall constitute personal service thereof.
Dated: _______________, 2006
Number of Shares Subscribed at $1.25 per share: ________ Share [s]

Total Purchase Price:      $_____________
Payment Enclosed:          $_____________

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________            __________________________________
Print Name of Subscriber                             Print Name of Subscriber

By:_____________________________            __________________________________
                                            Signature

________________________________            __________________________________
Print Name and Title of Person Signing     Signature of Joint Subscriber, if any

Mailing Address:                                     Mailing Address:

_______________________________             __________________________________
Street Address                                       Street Address

_______________________________             __________________________________
City, State and Zip Code                             City, State and Zip Code

_______________________________             __________________________________
Taxpayer Identification Number              Social Security Number of Subscriber

_________________________________           ___________________________________
Country of incorporation              Social Security Number of Joint Subscriber

                                            ____________________________________

                                                              Passport number
                                        6	

(Check One)
__________        Individual
__________        Tenants-in-common
__________        Joint tenants with right of survivorship (each must sign)
__________        Community property.(0)
__________        Partnership
__________        Corporation
__________        Limited Liability Company
__________        As custodian, trustee or agent for ___________________________	

This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2006
By: _____________________________
Drury J. Gallagher, Chairman
and Chief Executive Officer

(0) * If the investor is a resident of a community property state, the subscription should indicate whether the Securities will be owned as separate or community property and will be registered jointly in the name of more than one person, and the nature of the joint ownership should be indicated (i.e., tenants in common, joint tenants with right of survivorship, tenants by the entirety, or other designation as may be permitted by the law of the state of the investor's domicile).
7
APPENDIX C
REGISTRATION RIGHTS AGREEMENT
OF
GLOBAL GOLD CORPORATION
Agreement made as of the 4th day of April, 2006 by and among Global Gold Corporation, a Delaware corporation currently having its office and principal place of business at 45 East Putnam Avenue, Greenwich, Connecticut 06830 (the "Corporation"), and each party purchasing shares of the common stock of the Corporation pursuant to the Memorandum (as defined below) (each of the last named persons shall hereinafter be referred to individually as a "Shareholder" and collectively as the "Shareholders").
WHEREAS, upon the closing of the offering of up to a maximum of 10,400,000 shares of common stock of the Corporation pursuant to the Confidential Private Placement Memorandum dated March 1, 2006, as may be amended from time to time (the "Offering") (each individual closing of which shall be referred to as the "Effective Date"), as defined in the Offering, the Shareholders will collectively own up to a maximum of 10,400,000 shares of common stock, $.001 par value per share, of the Corporation (shares of such common stock acquired pursuant to the Offering being referred to as the "Shares" and collectively as the "Stock");
WHEREAS, upon the Effective Date, the Corporation and the Shareholder desire to provide for certain registration rights for the Stock of the Corporation or any interest therein now or hereafter acquired by the Shareholders pursuant to the Offering;
NOW, THEREFORE, effective upon the Effective Date, in consideration of the mutual covenants and conditions herein contained, each of the parties hereby agrees as follows:
1
1.1 Request for Registration.
(a) If the Corporation shall receive, at any time following ninety (90) days after the date hereof, a written request from a Holder or Holders (as defined below) of not less than 51% of the Shares sold in the Offering that the Corporation file a registration statement under the Securities Act of 1933, as amended (the "Act"), covering the registration of Registrable Securities (as defined below) the anticipated aggregate offering price for which would exceed $3,000,000, then the Corporation shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) file as soon as practicable and use commercially reasonable efforts to cause to be declared effective, the registration under the Act of all shares of Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 1.1(b). For purposes of this Section 1, a "Holder" or "Holders" shall mean any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with the provisions of this Agreement. The term "Registrable Securities" shall mean (i) the shares of Common Stock issued by the Corporation to a Shareholder, including any shares issued pursuant to the Stock Subscription and Stockholder Agreement and any shares issued or issuable upon the exercise of the Warrants, and (ii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above, excluding in all cases, however, (1) shares of Common Stock with respect to which a registration statement shall have been declared effective under the Act and where such shares of Common Stock shall have been disposed of in accordance with such registration statement, (2) shares of Common Stock that have been distributed to the public in accordance with Securities and Exchange Commission ("SEC") Rule 144 (or any successor provision; hereinafter, "Rule 144") or (3) shares of Common Stock that are otherwise sold by a person in a transaction in which the rights under this Section 1 are not assigned.
(b) If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the shares of Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to subsection 1.1(a) and the Corporation shall include such information in the written notice referred to in subsection 1.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Corporation. In such event, the right of any Holder to include its shares of Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's shares of Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Corporation as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form and reasonably acceptable to the Corporation with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of shares of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of shares of Registrable Securities of the Corporation requested and entitled to be included in such registration by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
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(c) Notwithstanding the foregoing, if the Corporation shall furnish to Holders requesting a registration statement pursuant to this Section 1.1, a certificate signed by the Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Corporation shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than twice or for periods aggregating more than ninety (90) days in any twelve (12) month period.
(d) In addition, the Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this
Section 1.1: (i) pursuant to a request by the Holders after the Corporation has effected pursuant to this Section 1.1 two (2) registrations at the request of such Holders and such registration has been declared or ordered effective; (ii) during the period starting with the date thirty (30) days prior to the Corporation's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.2 hereof; provided that the Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities all of which may be disposed of without registration pursuant to Rule 144 under the Act during a three-month period or all of which may be disposed of pursuant to a registration statement filed pursuant to Section 1.3 below. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of such Holders' shares to the public without registration, the Corporation agrees to use its reasonable efforts to: (i) make and keep public information available at all times, as those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Act; (ii) file with the SEC, in a timely manner, all reports and other documents required of the Corporation under the Exchange Act of 1934, as amended (the "1934 Act"); and (iii) so long as the Holders own Registrable Securities, furnish to the Holders forthwith upon request a written statement by the Corporation as to its compliance with the reporting requirements of Rule 144(c) of the Act, a copy of the most recent annual or quarterly report of the Corporation, and such other reports and documents as the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.
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2. Piggyback Registration Rights.
2.1 (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Shareholder and shall use reasonable efforts to include all of the shares of the Stock owned by the Shareholders ( the "Seller" or "Registering Shareholder" and collectively the "Sellers" and "Registering Shareholders") in such registration statements as such Seller shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of the Seller shall be included in the underwriting offering on the same terms and conditions as the stock being offered by the Corporation, and (B) the Seller shall be entitled to include such number of shares of the Stock owned by the Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right to not exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 2.1 with respect to the next succeeding registration statement described in this
Section 2.1 proposed to be filed by the Corporation during such 36-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by the Sellers in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of the Sellers and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by the Sellers in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of the Sellers' shares would have an adverse effect on the offering.
(b) A registration filed pursuant to Section 2.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and
(ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 2.1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation , such registration statement shall not be considered one of the registrations applicable pursuant to Section 2.1(a).
2.2 Delay or Suspension of Registration. Notwithstanding any other provision of this Section 2 to the contrary, if the Corporation shall furnish to the Shareholders:
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(a) a certificate signed by the Chief Executive Officer of the Corporation stating that, in the good faith judgment of a majority of the members of the entire Board of Directors of the Corporation, it would adversely and materially affect the Corporation's ability to enter into an agreement with respect to, or to consummate, a bona fide material transaction to which it is or would be a party, or it would potentially adversely and materially affect the Corporation's classification for federal securities law purposes, or the Corporation has a plan to register stock to be sold for its own account within a 90-day period after the filing of the registration statement under Section 2.1(a), for the Corporation to use its reasonable best efforts to effect the registration of the stock; or
(b) both (A) a certificate signed by the Chief Executive Officer of the Corporation stating that, in the good faith judgment of a majority of the members of the entire Board of Directors of the Corporation, a material fact exists which the Corporation has a bona fide business purpose for preserving as confidential and (B) an opinion of counsel to the Corporation to the effect that the registration by the Corporation or the offer or sale by the Shareholders of the Stock pursuant to an effective registration statement would require disclosure of the material fact which is referenced in the Chief Executive Officer's certificate required under Section 2.2(b)(ii)(A) and which, in such counsel's opinion, is not otherwise required to be disclosed, then the Corporation's obligations pursuant to Section 2.1(a) with respect to any such filing of a registration statement shall be deferred or offers and sales of the Stock by the Shareholders shall be suspended, as the case may be, until the earliest of: (1) the date on which, as applicable (a) the Corporation's use of reasonable best efforts to effect the registration of the Stock would no longer have such a material adverse effect or (b) the material fact is disclosed to the public or ceases to be material; (2) 135 days from the date of receipt by the Shareholders of the materials referred to in Section 2.2(b) (i) and (ii) above; and (3) such time as the Corporation notifies the Shareholders that it has resumed use of its reasonable best efforts to effect registration of the Stock or that offers and sales of the Stock pursuant to an effective registration statement may be resumed, as the case may be. If the Shareholders receive the materials referred to in Section 2.2(b)(ii) above while a registration statement for the offer and sale of the Stock is in effect, each Shareholder agree to terminate immediately any offer or sale of the Stock. A particular material transaction to which the Corporation is or would be a party or a particular material fact shall not give rise to more than one deferral or suspension notice by the Corporation pursuant to the provisions of this Section 2.2.
2.3 In connection with any registration or qualification pursuant to the provisions of this Section 2, the Corporation shall, except as prohibited under the blue sky or securities laws of any jurisdiction under which a registration or qualification is being effected, pay all filing, registration and qualification fees of the Securities and Exchange Commission, printing expenses, fees and disbursements of legal counsel and all accounting expenses, except that each Seller shall bear the fees and expenses of its own legal counsel, and the underwriting or brokerage discounts and commissions, expenses of its brokers or underwriters and fees of the National Association of Securities Dealers, Inc. attributable to its Stock; provided, however, that the Corporation shall not be required in the case of any registration hereunder to make blue sky filings in more than 5 states.
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2.4 (a In each case of registration of shares of Stock under the Securities Act pursuant to these registration provisions, the Corporation shall unconditionally indemnify and hold harmless each Seller, each underwriter (as defined in the Securities Act), and each person who controls any such underwriter within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Securities Exchange Act of 1934 (the Sellers and each such underwriter, and each such person who controls any such underwriter being referred to for purposes of this Section 2.4, as an "Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such shares of the Stock were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment or supplement thereto (including, in each case, any documents incorporated by reference therein), or arising out of any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Seller or any underwriter and furnished to the Corporation or the Shareholders, as the case may be, in writing by any Seller or such underwriter expressly for use therein; provided that the foregoing indemnification with respect to a preliminary prospectus shall not inure to the benefit of any underwriter (or to the benefit of any person controlling such underwriter) from whom the person asserting any such losses, claims, damages, liabilities or expenses purchased shares of the Stock to the extent such losses, claims, damages or liabilities result from the fact that a copy of the final prospectus had not been sent or given to such person at or prior to written confirmation of the sale of such shares to such person.
(b) In each case of a registration of shares of the Stock under the Securities Act pursuant to these registration provisions, each Seller participating in the registration shall unconditionally indemnify and hold harmless the Corporation (and its directors and officers), each underwriter and each person, if any, who controls the Corporation or such underwriter within the meaning of Section 15 of the Securities Act of Section 20(a) of the Securities Exchange Act of 1934, to the same extent as the foregoing indemnity from the Corporation to the Seller but only with reference to information relating to such Seller and furnished to the Corporation by such Seller for use in the registration statement, any prospectus or preliminary prospectus contained therein or any amendment or supplement thereto. Each Seller will use all reasonable efforts to cause any underwriters of shares of Stock to be sold by the Seller to indemnify the Corporation on the same terms as any Seller agrees to indemnify the Corporation, but only with reference to information furnished in writing by such underwriter for use in the registration statement.
(c) In case any action or proceeding shall be brought against or instituted which involves any Indemnified Person, such Indemnified Person shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Person") in writing and the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such action or proceeding, any Indemnified Person shall have the right to obtain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to the retention of such counsel at its expense or (ii) the named parties to any such action or proceeding include both the Indemnifying Person and the Indemnified Person, and the Indemnified Person has been advised by counsel that there may be one or more defenses available to such Indemnified Person which are different from or additional to those available to the Indemnifying Person (in which case, if the Indemnified Person notifies the Indemnifying Person that it wishes to employ separate counsel at the expense of the Indemnifying Person, the Indemnifying Person shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person). It is understood that the Indemnifying Person shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all such similarly situated Indemnified Persons. The Indemnifying Person shall not be liable for any settlement of any action or proceeding effected without its written consent.
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(d) Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be liable to any Seller for any losses, claims, damages or liabilities arising out of or caused by (A) any reasonable delay (1) in filing or processing any registration statement or any preliminary or final prospectus, amendment or supplement thereto after the inclusion of the Sellers' Stock in such registration statement, or (2) in requesting such registration statement be declared effective by the Commission and (B) the failure of the Commission for any reason to declare effective any registration statement.
3. MISCELLANEOUS.
3.1. Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly given on (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or by facsimile or (b) three days after mailing if mailed from within the continental United States by registered or certified mail, return receipt requested to the party entitled to receive the same, if to the Corporation, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, Connecticut 06830, with a copy to Patterson, Belknap, Webb and Tyler, 1133 Avenue of the Americas 10036 Attn: John E. Schmeltzer, Esq.; and if to any Shareholder, at his or its address as set forth in the books and records of the Corporation. Any party may change his or its address by giving notice to the other party stating his or its new address. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.

                      3.2  Governing  Law.  This  Agreement  and the rights of
the parties  hereunder shall be governed by and construed in accordance with the
laws  of  the  State  of New  York,  without  regard  to  its  conflicts  of law	

principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York
(ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the jurisdiction of any federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Agreement. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the notice provisions of this Agreement shall constitute personal service thereof.
3.3 Entire Agreement; Waiver of Breach. This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as provided herein; and no waiver of any breach or condition of this Agreement shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
3.4 Binding Effect; Assignability. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns. This Agreement and the rights of the parties hereunder shall not be assigned except with the written consent of all parties hereto.
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3.5 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.
3.6 Number and Gender. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.
3.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
3.8 Amendments. This Agreement may not be amended except in a writing signed by all of the parties hereto.
3.9 Compliance with Securities Laws. Commencing with the Effective Date, the Corporation will use its best efforts to comply thereafter with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934.
3.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of such signature pages executed by the parties to one copy of the Agreement; all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.
IN WITNESS WHEREOF, the undersigned have executed Agreement on the date first above written.
GLOBAL GOLD CORPORATION

                              By: __________________________________
                                     Drury J. Gallagher, Chairman
                                      and Chief Executive Officer

No. of Shares
Purchased                                   SHAREHOLDER

                                            ___________________________________

                                            ___________________________________

                                         By:___________________________________	

APPENDIX D
THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
No. U-4 Right to Purchase Shares of Common Stock of Global Gold Corporation
Global Gold Corporation
Common Stock Purchase Warrant
Global Gold Corporation a Delaware corporation (the "Company"), hereby certifies that, for value received, ______________________, a _____________________ corporation with offices at _________________________________(" "), or registered permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to 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, _______________________( ) fully paid and nonassessable shares of Common Stock, $.001 par value, of the Company, at a purchase price per share of Two Dollars ($2.00) (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "Purchase Price"). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
(a) The term "Company" shall include Global Gold Corporation and any corporation which shall succeed or assume the obligations of the Company hereunder.
(b) The term "Common Stock" includes the Company's Common Stock, $.001 par value per share, as authorized on the date of the Agreement and any other securities into which or for which any of such Common Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
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1. Exercise of Warrant.
1.1. Manner of Exercise: Payment of the Purchase Price.
(a) This Warrant may be exercised by the holder hereof, in whole or in part, at any time or from time to time prior to the expiration date, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares attached hereto (or a reasonable facsimile thereof) duly executed by the holder and accompanied by payment of the purchase price for the number of shares of Common Stock specified in such form.
(b) Payment of the purchase price may be made as follows (or by any combination of the following): in United States currency by cash or delivery of a certified check or bank draft payable to the order of the Company or by wire transfer to the Company.
1.2. When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant shall have been surrendered to, and the purchase price shall have been received by, the Company as provided in Section 1.1, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise and shall be deemed to have become the holder or holders of record thereof for all purposes.
1.3. Trustee for Warrantholders. In the event that a bank or trust company shall have been appointed as trustee for the holders of the Warrants pursuant to Section 4.2, such bank or trust company shall have all the powers and duties of a warrant agent appointed pursuant to Section 12 and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
2. Delivery of Stock Certificates. etc. on Exercise. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 30 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes and, if requested by the Company, demonstration by such holder of compliance with applicable securities laws) may direct, a certificate or certificates for the number of fully paid and nonassessable shares of Common Stock to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise.
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3. Adjustment for Dividends in Other Stock, Property, etc.; Reclassification, etc. In case at any time or from time to time, the holders of Common Stock shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefor,
(a) other or additional stock or other securities or property (other than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out of earnings or earned surplus of the Company), or
(c) other or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement,
other than additional shares of Common Stock issued as a stock dividend or in a stock-split (adjustments in respect of which are provided for in Section 5.3), then and in each such case the holder of this Warrant, on the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) of this Section 3) which such holder would hold on the date of such exercise if on the date hereof he had been the holder of record of the number of shares of Common Stock called for on the face of this Warrant and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such other or additional stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) of this Section 3) receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period by Sections 4 and 5.
4. Adjustment for Reorganization, Consolidation, Merger, etc.
4.1 Reorganization. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, the holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution as the case may be, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 3 and 5.
4.2 Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the holders of the Warrants after the effective date of such dissolution pursuant to this Section 4 to a bank or trust company having its principal office in New York, New York, as trustee for the holder or holders of the Warrants.
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4.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 6.
5. Adjustment for Issue or Sale of Common Stock at Less than the Purchase Price in Effect.
5.1 General. If the Company shall, at any time or from time to time, issue any additional shares of Common Stock (other than shares of Common Stock excepted from the provisions of this Section 5 by Section 5.4) without consideration or for a Net Consideration Per Share less than the Purchase Price in effect immediately prior to such issuance, then, and in each such case:
(a) the Purchase Price shall be lowered to an amount determined by multiplying such Purchase Price then in effect by a fraction:
(1) the numerator of which shall be (a) the number of shares of Common Stock outstanding (excluding treasury shares, but including for this purpose shares of Common Stock issuable upon the exercise of any warrants) immediately prior to the issuance of such additional shares of Common Stock, plus (b) the number of shares of Common Stock which the net aggregate consideration, if any, received by the Company for the total number of such additional shares of Common Stock so issued would purchase at the Purchase Price in effect immediately prior to such issuance, and
(2) the denominator of which shall be (a) the number of shares of Common Stock outstanding (excluding treasury shares, but including for this purpose shares of Common Stock issuable upon the exercise of the any warrants) immediately prior to the issuance of such additional shares of Common Stock, plus (b) the number of such additional shares of Common Stock so issued; and
(b) the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5. 1) be issuable on such exercise by the fraction of which (i) the numerator is the Purchase Price which would otherwise (but for the provisions of this Section 5.
1) be in effect, and (ii) the denominator is the Purchase Price in effect on the date of such exercise.
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5.2 Definitions, etc. For purposes of this Section 5 and Section 7:
The issuance of any warrants, options or other subscription or purchase
rights with respect to shares of Common Stock and the issuance of any securities convertible into or exchangeable for shares of Common Stock (or the issuance of any warrants, options or any rights with respect to such convertible or exchangeable securities) shall be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share which may be received by the Company for such Common Stock (as hereinafter determined) shall be less than the Purchase Price at the time of such issuance and, except as hereinafter provided, an adjustment in the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon each such issuance in the manner provided in Section 5. 1. Any obligation, agreement or undertaking to issue warrants, options, or other subscription or purchase rights at any time in the future shall be deemed to be an issuance at the time such obligation, agreement or undertaking is made or arises. No adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made under Section 5.1 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any adjustment shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any convertible securities (or upon the issuance of any warrants, options or any rights therefor) as above provided. Any adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant with respect to this Section 5.2 which relates to warrants, options or other subscription or purchase rights with respect to shares of Common Stock shall be disregarded if, as, and to the extent that such warrants, options or other subscription or purchase rights expire or are canceled without being exercised, so that the Purchase Price effective immediately upon such cancellation or expiration shall be equal to the Purchase Price that otherwise would have been in effect at the time of the issuance of the expired or canceled warrants, options or other subscriptions or purchase rights, with such additional adjustments as would have been made to that Purchase Price had the expired or cancelled warrants, options or other subscriptions or purchase rights not been issued.
For purposes of this Section 5.2, the "Net Consideration Per Share" which may be received by the Company shall be determined as follows:
(A) The "Net Consideration Per Share" shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.
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(B) The "Net Consideration Per Share" which may be received by the Company shall be determined in each instance as of the date of issuance of warrants, options, subscriptions or other purchase rights, or convertible or exchangeable securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants, options, subscriptions or other purchase rights or convertible securities.
For purposes of this Section 5, if a part or all of the consideration received by the Company in connection with the issuance of shares of the Common Stock or the issuance of any of the securities described in this Section 5 consists of property other than cash, such consideration shall be deemed to have the same value as shall be determined in good faith by the Board of Directors of the Company.
This Section 5.2 shall not apply under any of the circumstances described in Section 5.4.
5.3. Extraordinary Events. In the event that the Company shall (i) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 5.3. The holder of this Warrant shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive that number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5.3) be issuable on such exercise by a fraction of which (i) the numerator is the Purchase Price which would otherwise (but for the provisions of this Section 5.3) be in effect, and
(ii) the denominator is the Purchase Price in effect on the date of such exercise.
5.4. Excluded Shares. Section 5. 1 shall not apply to the (i) issuance of shares of Common Stock, or options therefor, to directors, officers, employees, advisors and consultants of the Company pursuant to any stock option, stock purchase, stock ownership or compensation plan approved by the compensation committee of the Company's Board of Directors, (ii) the issuance of shares pursuant to the exercise of the warrants issued by the Company dated October 31, 2000, and (iii) the issuance of any shares pursuant to the exercise of the warrants issued by the Company dated November 4, 2004.
6. No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of all Warrants from time to time outstanding, and (c) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and will be bound by all the terms of the Warrants.
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7. Accountants' Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Treasurer or Chief Financial Officer or, if the holder of a Warrant so requests, independent certified public accountants selected by the Company to compute such adjustment or readjustment in accordance with the terms of the Warrants and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such issue or sale and as adjusted and readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the Purchase Price at the time in effect and showing how it was calculated.
8. Notices of Record Date, etc. In the event of
(a) any taking by the Company of a record of the holders of any class or securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
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(d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issue of Common Stock on the exercise of any warrants), then and in each such event the Company will mail or cause to be mailed to each registered holder of a Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and
(iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.
9. Reservation of Stock, etc., Issuable on Exercise of Warrants. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock from time to time issuable on the exercise of the Warrants represented by this certificate.
10. Exchange of Warrants. On surrender for exchange of any Warrant, properly endorsed, to the Company, the Company at its expense will issue and deliver to or on the order of the holder thereof a new Warrant or warrants of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes and, if requested by the Company, demonstration by such holder of compliance with applicable securities laws) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.
11. Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
12. Warrant Agent. The Company hereby appoints American Registrar and Transfer Company, with offices in Salt Lake City, Utah, as its agent for the purpose of issuing Common Stock on the exercise of the Warrants pursuant to Section 1, exchanging Warrants pursuant to Section 10, and replacing Warrants pursuant to
Section 11, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent. The Company may change such agent and designate a new agent in the United States for the above-described purposes by written notice to each holder of a Warrant.
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13. Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that a holder of this Warrant may suffer irreparable harm and that such terms may be specifically enforced by a decree by a court of competent jurisdiction for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
14. Negotiability. This Warrant is issued upon the following terms, to all of which each holder or owner hereof by the taking hereof consents and agrees:
(a) subject to compliance with all applicable securities laws, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of each such bona fide purchaser, and each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby; and
(c) until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
15. Notices. All notices or other communications required or permitted to be given pursuant to this Warrant shall be in writing and shall be considered as duly given on (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or by facsimile or (b) three days after mailing if mailed from within the continental United States by registered or certified mail, return receipt requested to the party entitled to receive the same, if to the Company, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, CT 06830, and if to the holder of a Warrant, at the address of such holder shown on the books of the Company. Any party may change his or its address by giving notice to the other party stating his or its new address. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Warrant.
16. Governing Law. This Warrant and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. All parties hereto (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court in the City of New York in the State of New York in the United States of America (ii) waive any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding, and (iii) irrevocably submit to the jurisdiction of such federal or state court in the City of New York in the State of New York in any such suit, action or proceeding, but such consent shall not constitute a general appearance or be available to any other person who is not a party to this Warrant. All parties hereto agree that the mailing of any process in any suit, action or proceeding in accordance with the notice provisions of this Warrant shall constitute personal service thereof.
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17. Entire Agreement; Waiver of Breach. This Warrant constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as provided herein; and no waiver of any breach or condition of this Warrant shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
18. Severability. If any provision of this Warrant shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Warrant, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
19. Amendment. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.
20. Expiration. The right to exercise this Warrant shall expire at 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 as determined by the Company's Board of Directors.
21. Restrictions on Transferability; Restrictive Legend. The holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legend in addition to such other restrictive legends as may be required by law:
"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the holder, satisfactory to the company, that such registration is not required under the act and any applicable state securities laws."
Dated: , 2006
Global Gold Corporation
By: ________________________________ Drury J. Gallagher, Chairman
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[FORM OF]
ELECTION TO PURCHASE SHARES
To: Global Gold Corporation
The undersigned hereby irrevocably elects to exercise the Warrant to purchase ____ shares of Common Stock, par value $.001 per share ("Common Stock"), of Global Gold Corporation and hereby makes payment of $________ therefor . The undersigned hereby requests that certificates for such shares be issued and delivered as follows:
ISSUE TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
If the number of shares of Common Stock purchased (and/or reduced) hereby is less than the number of shares of Common Stock covered by the Warrant, the undersigned requests that a new Warrant representing the number of shares of Common Stock not so purchased (or reduced) be issued and delivered as follows:
ISSUE TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
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DELIVER TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
Dated: _________________________
[NAME OF HOLDER]
By
Name:
Title:
(Signature) (Signature must
conform to name of holder
as specified on the face of
the Warrant)
(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security Number
or Tax Identification Number)
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FORM OF ASSIGNMENT
(To be signed only on transfer of warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto _________________________________ the right represented by the within Warrant to purchase shares of Common Stock of Global Gold Corporation to which the within Warrant relates, and appoints ____________________________as its attorney to transfer such right on the books of Global Gold Corporation with full power of substitution in the premises.

Dated:    ________________

                                               (Signature)
                                (Signature must conform to name of holder as
                                          specified on the face of the Warrant)	

(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security
Number or Tax Identification Number)
Signed in the presence of:

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Exhibit 21
Subsidiaries and Jurisdictions

                             State or Other   Date of
                             Jurisdiction of  Incorporation,  Ownership
                             Incorporation    Organization    (Direct or
    Subsidiary               or Organization  or Acquisition  Indirect)
---------------------------  ---------------  --------------  ---------

1.Global Oro LLC                Delaware           2003          100%
2.Global Plata LLC              Delaware           2003          100%
3.Global Gold Mining LLC        Delaware           2003          100%
4.Global Gold Hankavan LLC       Armenia           2003          100%
5.Mego-Gold LLC                  Armenia           2005          100%
6.Getik Mining Company LLC       Armenia           2006           80%
7.Global Gold Uranium LLC       Delaware           2007          100%
8.Global Gold Armenia, LLC      Delaware           2003          100%
9.Global Gold Chile Limited        Chile           2004          100%	

Exhibit 31.1
Section 906 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
I, Van Z Krikorian, certify that:
1) I have reviewed this Annual Report on Form 10-KSB of Global Gold Corporation for the year ended December 31, 2006;
2) Based on my knowledge, this Annual 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 Annual Report;
3) Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this Annual 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 Annual Report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluations; and
c) Disclosed in this Annual Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
6) The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 30, 2007                     /s/ Van Z. Krikorian
                                         Van Z. Krikorian
                                         Chairman and Chief Executive Officer	

Exhibit 31.2
Section 906 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
I, Lester S. Caesar, certify that:
1) I have reviewed this Annual Report on Form 10-KSB of Global Gold Corporation for the year ended December 31, 2006;
2) Based on my knowledge, this Annual 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 Annual Report;
3) Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this Annual 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 Annual Report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluations; and
c) Disclosed in this Annual Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
6) The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 30, 2007                   /s/ Lester S. Caesar
                                         Lester S. Caesar, CPA
                                         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 Annual Report of Global Gold Corporation (the "Company") on Form 10-KSB for the year December 31, 2006 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; 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: March 30, 2007                     /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 Annual Report of Global Gold Corporation (the "Company") on Form 10-KSB for the year December 31, 2006 as filed with the Securities and Exchange Commission (the "Report"), I, Lester S. Caesar, CPA, the Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 30, 2007                     /s/ Lester S. Caesar
                                         Lester S. Caesar, CPA
                                         Chief Financial Officer