Second Quarter Report 10QSB
June 30, 2004
WARNING
This filing is best viewed using a larger screen resolution (greater than 580px). Viewing this page at a lower resolution will be difficult.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 02-69494
GLOBAL GOLD CORPORATION
(Exact name of small business issuer in its charter)
DELAWARE 13-3025550
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
104 Field Point Road, Greenwich, CT 06830
(Address of principal executive offices)
(203) 422-2300
(Issuer's telephone number)
Not applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]. Not applicable.
As of August 13, 2004 there were 9,281,301 shares of the issuer's Common Stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Condensed Balance Sheet - as of June 30, 2004 ...................... 3
Condensed Statements of Operations for the three months and
six months ended June 30, 2004 and June 30, 2003 and for the
development stage period from January 1, 1995 through
June 30, 2004 ...................................................... 4
Condensed Statements of Cash Flows for the six months ended
June 30, 2004 and June 30, 2003 and for the development stage
period from January 1, 1995 through June 30, 2004 .................. 5
Notes to Condensed Financial Statements (Unaudited) ................ 6-8
Item 2. Management's Discussion and Analysis or Plan of Operation........... 8-9
Item 3. Controls and Procedures ............................................ 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings .................................................. 9
Item 2. Changes in Securities............................................... 9
Item 3. Defaults Upon Senior Securities ....................................10
Item 4 Submission of Matters to a Vote of Security Holders ................10
Item 5 Other Information ..................................................10
Item 6. Exhibits and Reports on Form 8-K ...................................10
SIGNATURES
CERTIFICATIONS
1
--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
2
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Balance Sheet
June 30, 2004
ASSETS
CURRENT ASSETS:Cash..............................................$ 6,879
MINE ACQUISITION COSTS .......................................... 405,452
------------
$ 412,331
------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses ..................$ 212,935
Due to related parties ................................. 250,795
------------
TOTAL CURRENT LIABILITIES ..................... 463,730
------------
STOCKHOLDERS' EQUITY:
Common stock $0.001 par, 100,000,000 shares authorized,
9,281,301 shares issued and outstanding........ 9,281
Additional paid-in capital.............................. 6,170,834
Unearned compensation................................... (360,148)
Accumulated deficit..................................... (2,907,648)
Deficit accumulated during the development stage........ (2,963,718)
------------
TOTAL STOCKHOLDERS' DEFICIT.................... (51,399)
------------
$ 412,331
The accompanying notes are an integral part of these condensed financial statements.
3
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Statements of Operations
Cumulative amount
from
April 1, 2004 April 1, 2003 January 1, 2004 January 1, 2003 January 1, 1995
through through through through through
June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 June 30, 2004
------------- ------------- ------------- ------------- --------------
REVENUES $ -0- $ -0- $ -0- $ -0- $ -0-
------------- ------------- ------------- ------------- --------------
EXPENSES:
Selling general and
administrative 194,320 66,704 405,363 100,334 2,226,111
Mine exploration costs 4,500 19,185 30,905 44,616 190,793
Legal fees 17,460 --- 19,541 --- 712,175
Write-off investment in Georgia
mining interests --- --- --- --- 135,723
Gain on sale of interest in
Global Gold Armenia --- --- --- --- (268,874)
Gain on sale of interest in
Sterlite Gold Ltd. (6,607) (22,945) (8,748) (26,908) (50,767)
Miscellaneous other --- --- --- --- 18,557
------------- ------------- ------------- ------------- --------------
TOTAL EXPENSES 209,673 62,944 447,061 118,042 2,963,718
NET GAIN/(LOSS) (209,673) (62,944) (447,061) (118,042) $ (2,963,718)
============= ============= ============= ============= ==============
NET LOSS PER SHARE-BASIC AND
DILUTED $(0.02) $(0.01) $(0.05) $(0.02)
============= ============= ============= ============= ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 9,802,345 7,599,092 9,805,239 6,672,235
============= ============= ============= ============= ==============
The accompanying notes are an integral part of these condensed financial statements.
4
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Statements of Cash Flows
Cumulative Amount from
January 1, 2004 January 1, 2003 January 1, 1995
through through through
June 30, 2004 June 30, 2003 June 30, 2004
----------------- ------------------ ------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss.................................................$ (447,061) $ (118,042) $ (2,963,718)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for bad debts............................. --- --- 325,000
Amortization of unearned compensation............... 164,842 60,959 330,664
Gain on sale of Armenia mining
interests......................................... --- --- (268,874)
Write-off of mining investment in
Georgia........................................... --- --- 135,723
Gain on sale of investment
in common stock of Sterlite Gold Ltd (8,748) (26,908) (50,767)
Non-cash expenses related to issuance of
common stock...................................... --- --- 174,500
Changes in assets and liabilities:
Organization costs.................................. --- --- (9,601)
Accounts receivable and deposits.................... --- --- (154)
Accounts payable and accrued expenses............... 37,397 (5,185) 329,609
----------------- ------------------ ------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (253,570) (89,176) (1,997,618)
----------------- ------------------ ------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Armenia mining
interests......................................... --- --- 1,891,155
Proceeds from sale of investment in
common stock of Sterlite Gold Ltd................. 34,879 111,846 246,766
Investment in certain mining interests
- net of financing................................ --- --- (153,494)
Mine acquisition costs.............................. (32,678) (91,353) (1,194,683)
----------------- ------------------ ------------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 2,201 20,493 789,744
----------------- ------------------ ------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement
offering.......................................... --- 87,500 999,073
Repuchase of common stock........................... --- --- (25,000)
Due to related parties.............................. 111,000 18,079 228,577
Sale of warrants.................................... --- --- 650
Warrants exercised.................................. --- --- 100
----------------- ------------------ ------------------
NET CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES 111,000 105,579 1,203,400
----------------- ------------------ ------------------
NET INCREASE (DECREASE) IN CASH.......................... (140,369) 36,896 (4,474)
CASH AND CASH EQUIVALENTS - beginning of
period.............................................. 147,247 7,784 11,352
----------------- ------------------ ------------------
CASH AND CASH EQUIVALENTS - end of period................$ 6,878 $ 44,680 $ 6,878
----------------- ------------------ ------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid........................................$ 0 $ 0 $ 2,683
================= ================== ==================
Interest paid............................................$ 0 $ 0 $ 15,422
================= ================== ==================
Noncash Transactions:
Stock issued for unearned compensation...................$ 125,000 $ 737,500 $ 822,500
Stock issued in exchange for accounts
payable.................................................. --- $ 25,000 $ 25,000
================= ================== ==================
Due from related party for stock issuance................ --- $ 25,000 $ 76,000
================= ================== ==================
Mine acquisition costs in accounts payables..............$ 76,708 $ 86,597 $ 54,883
================= ================== ==================
The accompanying notes are an integral part of these condensed financial statements.
5
--------------------------------------------------------------------------------
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
June 30, 2004
1. ORGANIZATION AND BUSINESS
Global Gold Corporation (the "Company") is currently in the development stage. Effective March 30, 2004, the Company was approved for trading on the OTC BB, with the trading symbol GBGD. The Company was incorporated as Triad Energy Corporation in the State of Delaware on February 21, 1980 and conducted other business prior to its re-entry into the development stage on January 1,1995. During 1995, the Company changed its name from Triad Energy Corporation toGlobal Gold Corporation to pursue certain gold and copper mining rights in theformer Soviet Republics of Armenia and Georgia. The Company was previously engaged in the development of a gold mining project in Armenia, and had pursued various mining and other business opportunities thereafter, but without any such transactions.
In September 2002, the Company entered into negotiation to acquire a mining property in 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 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) Chanaral District III (the "Chilean Agreement"). The Agreement was converted into a purchase Agreement on February 4, 2004, when the transfer was closed. In addition to the Chilean Agreement, in 2003, the Company has entered into agreements with two companies in Armenia, a member of the Commonwealth of Independent States. These agreements are with SHA, LLC for the acquisition of the Hankavan and Marjan mines (a transaction which was closed on December 21, 2003) and a "Purchase Deposit Agreement" on January 20, 2004 with Sipan I LLC, an Armenian company, for the purchase of the Litchvadz-Tei and Terterasar gold properties and associated processing plant and related assets in southern Armenia. On May 21, 2004, the date to conclude the share purchase agreement for this acquisition, was extended to June 30, 2004 and on July 19, 2004 it was extended again to September 1, 2004.
On January 24, 2003, the Company incorporated Global Oro LLC and Global Plata LLC, as wholly owned subsidiaries, in the State of Delaware. The companies were formed to be equal joint owners of a Chilean Limited Liability Company, not formed as of June 30, 2004, for the purpose of owning the Santa Candelaria Project. Neither company had any assets or liabilities as of June 30, 2004.
On August 18, 2003, the Company incorporated Global Gold Armenia LLC and Global Gold Mining LLC, as wholly owned subsidiaries, in the State of Delaware. Global Gold Armenia LLC was formed to own Global Gold Mining LLC which owns SHA LLC (which holds the licenses to the Hankavan and Marjan mines)and is intended to own SIPAN I LLC (which owns the licenses and property known as the Litchvadz-Tei and Terterasar mines as well as the associated processing plant)(SIPAN I LLC).
On May 27, 2004, the Company signed a financing and acquisition agreement with Melrose Metals & Minerals Limited of Perth, Australia (Melrose). As of August 13, 2004, Melrose has failed to perform its obligations and funding under the agreement.The Company is reviewing its options in consultation with Melrose.
2.BASIS OF PRESENTATION
The accompanying financial statements are unaudited. In the opinion of management, all necessary adjustments (which include only normal recurring adjustments) have been made to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in the December 31, 2003 annual report on Form 10-KSB. The results of operations for the six-month period ending June 30, 2004 are not necessarily indicative of the operating results to be expected for the full year ending December 31, 2004
3. GOING CONCERN
These financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company, a development stage enterprise, has yet to generate revenues (other than interest income, proceeds from the sale of an interest in an Armenian mining venture, and the sale of marketable securities (consisting of common stock) received as consideration therewith) while incurring net costs in excess of $2,963,000. Management is currently pursuing additional investors and lending institutions interested in financing the Company's projects. However, there is no assurance that the Company will obtain the financing that it requires or achieve profitable operations. The Company expects to incur additional losses for the near term until such time as it derives substantial revenues from the Chilean mining interest acquired by it or other future projects. The accompanying financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
6
--------------------------------------------------------------------------------
4. RELATED PARTY TRANSACTIONS
Transactions with Officers
The Company entered into Amended and Restated Employment Agreements with Messrs. Gallagher and Garrison and an initial Employment Agreement with Van Krikorian dated as of February 1, 2003 through June 30, 2006.
The Employment Agreements provided for base compensation of $100,000 for each twelve-month period (subject to payment as cash flow permits), and the granting of 900,000 shares as a restricted stock award subject to a substantial risk of forfeiture if any employee terminates his employment with the Company (other than by death or disability) over the term of the agreement, and which is to be earned, and vest ratably, during such period.
The Company issued 900,000 shares on February 21, 2003 to Messrs. Gallagher and Garrison and on June 1, 2003 to Mr. Krikorian at the fair market value of $0.25 per share as determined 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. Compensation expense for the six-months ended June 30, 2004 is $150,000
Mr. Garrison resigned as of June 30, 2004. Under applicable provision of Mr. Garrison's Amended and Restated Employment Agreement he became vested in 373,167 shares out of the 900,000 shares of common stock awarded to him on a forfeitable basis, and forfeited 526,833 shares of such stock. In addition, the unpaid amount of $100,000.00 of his base compensation for the 12-month period ended June 30, 2004 will become due and payable on June 30, 2005. Mr.Garrison will serve as a director through December 31, 2004.
The amount of total unearned compensation amortized for the six-months ended June 30, 2004 is $164,842
Transactions with Directors
On March 17, 2004 the Company issued 50,000 shares at the fair market value of $0.50 per share as determined by the Board of Directors to each of its five directors, Messrs. Aynilian, Gallagher, Garrison, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the Board in 2004. 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. Compensation expense for the six-months ended June 30, 2004 is $62,500.
5. INVESTMENTS IN SECURITIES
During the six months ended June 30, 2004, the Company sold 400,000 shares of common stock of Sterlite Gold Ltd. for net proceeds of $34,879 resulting in a gain on the sale of $8,747.
6. INCOME TAXES
The Company had deferred tax assets of approximately $1,059,000 at June 30, 2004. The Company established a valuation allowance for the full amount of such deferred tax assets at June 30, 2004, as management of the Company is unable to determine that it is more likely than not that the deferred tax assets will be realized. Additionally, the limitations of Section 382 of the Internal Revenue Code would further impair the utilization of a net operating loss deduction.
The following table reflects the Company's deferred tax assets as of June 30, 2004:
Net operating loss carryforward $1,059,000
Valuation allowance (1,059,000)
-----------
Net deferred tax asset $ -0-
===========
The provision for income tax benefits differs from the amount computed by applying the statutory federal income tax rate to the loss before income taxes as follows:
June 30, June 30,
2004 2003
---------------- --------------
Income tax benefit computed
at statutory rate $ 156,000 $ 41,000
Tax benefit not recognized (156,000) (41,000)
---------------- --------------
Provision for income taxes $ -0- $ -0-
================ ==============
7
--------------------------------------------------------------------------------
The net operating loss carryforward at June 30, 2004, was approximately $2,859,000 expires in the years 2004 to 2024.
7. AGREEMENT WITH MELROSE
On May 27, 2004, the Company signed a financing and acquisition agreement with Melrose Metals & Minerals Limited of Perth, Australia (Melrose). The agreement provides for a staged financing of both the Company and Global Gold Mining, LLC, which includes the rights in the Hankavan and Marjan mining properties as well as the option on the Litchkvadz-Tei and Terterasar mines in Armenia. As of August 13, 2004, Melrose has failed to perform its obligations and funding under the agreement. The Company is reviewing its options in consultation with Melrose.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
When used in this discussion, the words "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, and are urged to carefully review and consider the various disclosures elsewhere in this Form 10-QSB.
1. RESULTS OF OPERATIONS
SIX-MONTHS ENDED JUNE 30, 2004 AND SIX-MONTHS ENDED JUNE 30, 2003
During the six-month period ended June 30, 2004, the Company's administrative and other expenses were $405,363 which represented an increase of $305,029 from $100,334 in the same period last year. The expense increase was primarily attributable to higher compensation expense of $314,842, exploration expenses of $30,905, accounting fees of $47,950, and higher travel expenses of $20,828 due to increased activity resulting from project development in Armenia and Chile.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2004, the Company's total assets were $412,331, of which $6,879 consisted of cash or cash equivalents.
The Company's plan of operation for the balance of calendar year 2004 is:
(a) To continue activities with regard to the Chilean mining properties acquired in January 2003;
(b) To develop the Hankavan and Marjan mining properties in Armenia acquired in December 2003 and to pursue and consummate the acquisition of the Armenia mining properties from Sipan 1, LLC;
(c) To review and possibly acquire additional mineral bearing properties; and
(d) 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. or any of its affiliates in any exploration project undertaken in Armenia.
8
--------------------------------------------------------------------------------
The Company needs financing to meet its anticipated monthly administrative expenses of about $20,000 (exclusive of accrued officers' compensation), plus additional amounts for legal and accounting costs. The Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 330,000 shares of Common Stock of the Company at an exercise price of $0.25 per share, which expire on October 31, 2005. If the Warrants were exercised in full, the Company would receive $82,500 in gross proceeds. However, the Company does not believe that the Warrants will be exercised under existing circumstances, and thus it does not anticipate that any amount thereof will be exercised. In the event that no contemplated financing is obtained through the exercise of the Warrants (which the Company considers highly remote) or through its current financing plans, the Company does not have sufficient financial resources to meet its obligations.
The Company does not intend to engage in any research and development during 2004 and does not expect to purchase or sell any plant or significant equipment.
GOING CONCERN CONSIDERATION
We have continued losses in each of our years of operation, negative cash flow and liquidity problems. Employee salaries are not being paid. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying condensed financial statements do not include any adjustments relating to the recoverability of reported assets or liabilities should we be unable to continue as a going concern.
We have been able to continue based upon our receipt of funds from the issuance of equity securities and shareholder loans, and by acquiring assets or paying expenses by issuing stock. Our continued existence is dependent upon our continued ability to raise funds through the issuance of our securities or borrowings, and our ability to acquire assets or satisfy liabilities by the issuance of stock. Management's plans in this regard are to obtain other debt and equity 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 guarantee that such financing will continue to be available on reasonable terms, or at all.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant changes in the Company internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
On March 17, 2004 the Company issued 50,000 shares at the fair market value of $0.50 per share as determined by the Board of Directors to each of its five directors, Messrs. Aynilian, Gallagher, Garrison, Mason and Krikorian (for a total share issuance of 250,000 shares)as compensation for their service on the
9
--------------------------------------------------------------------------------
Board in 2004. Mr. Garrison resigned as of June 30, 2004. Under applicable provision of Mr. Garrison's Amended and Restated Employment Agreement he became vested in 373,167 shares out of the 900,000 shares of common stock awarded to him on a forfeitable basis, and forfeited 526,833 shares of such stock.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
a. The following documents are filed as part of this report:
o Unaudited Condensed Financial Statements of the Company, including Balance Sheet as of June 30, 2004;
o Statements of Operations and Statements of Cash Flows for the three-months ended June 30, 2004 and June 30, 2003, and for the six-months ended June 30, 2004 and June 30, 2003 and for the development stage period from January 1, 1995 through June 30, 2004 and the Exhibits which are listed on the Exhibit Index.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K filed during the quarter ended June 30, 2004
Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 23, 2003, under Item 4 of Form 8-K.
10
--------------------------------------------------------------------------------
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL GOLD CORPORATION
By: /s/ Drury J. Gallagher
August 23, 2004 -----------------------------
Drury J. Gallagher, Chairman,
Chief Executive Officer and
Treasurer
--------------------------------------------------------------------------------
Exhibit 31.1
CERTIFICATIONS
I, Drury J. Gallagher, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the period ended June 30, 2004;
2) Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3) Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
c) Disclosed in this Quarterly Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 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.
Date: August 23, 2004 /s/ Drury J. Gallagher
----------------------
Drury J. Gallagher
Chairman, Chief Executive
Officer and Treasurer
--------------------------------------------------------------------------------
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the "Company") on Form 10-QSB for the period ending June 30, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, Drury J. Gallagher, the Chairman, Chief Executive Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 23, 2004
By: /s/ Drury J. Gallagher
---------------------------------
Drury J. Gallagher
Chairman, Chief Executive Officer
and Treasurer