Third Quarter Report 10QSB
September 30, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] 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 November 10, 2005 there were 17,851,301 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 Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet - as of September 30, 2005 .....3
Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2005 and September 30, 2004 and for the development stage period from January 1, 1995 through
September 30, 2005 ..................................................4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2005 and September 30, 2004 and for
the development stage period from January 1, 1995 through
September 30, 2005 ..................................................5
Notes to Condensed Consolidated Financial Statements (Unaudited) ...6-8
Item 2. Management's Discussion and Analysis or Plan of Operation .........8-10
Item 3. Controls and Procedures .............................................10
PART II OTHER INFORMATION
Item 1. Legal Proceedings ...................................................10
Item 2. Changes in Securities................................................10
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 ....................................11
SIGNATURES
CERTIFICATIONS
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Balance Sheet
September 30, 2005
ASSETS
CURRENT ASSETS
Cash .................................................................1,523,129
Receivables .............................................................19,683
Inventories ..............................................................8,511
-----------
TOTAL CURRENT ASSETS............................................1,551,323
Plant and Equipment ....................................................561,051
Other assets ...........................................................210,130
Mine acquisition costs ...............................................2,876,429
-----------
$5,198,933
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses................................$ 18,348 Note Payable, net of unamortized discount of $252,423.................1,747,577
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized,
17,631,301 shares issued and outstanding...............17,631
Additional paid-in-capital .................................11,355,984
Unearned compensation.........................................(595,919)
Accumulated deficit.........................................(2,907,648)
Deficit accumulated during the development stage ...........(4,437,040)
-----------
TOTAL STOCKHOLDERS' EQUITY .........................3,433,008
-----------
$5,198,933
===========
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Statements of Operations
Cumulative amount
from
July 1, 2005 July 1, 2004 January 1, 2005 January 1,2004 January 1, 1995
through through through through through
September 30, September 30, September 30, September 30, September 30,
2005 2004 2005 2004 2005
------------- ------------- --------------- -------------- -----------------
REVENUES $ -0- $ -0- $ -0- $ -0- $ -0-
EXPENSES:
Selling general and administrative
271,990 120,089 678,798 525,452 3,230,175
Mine exploration costs 344,340 5,264 507,460 36,169 738,752
Legal fees 5,608 3,575 55,318 23,116 772,245
Write-off investment in Georgia
mining interests
--- --- --- --- 135,723
Gain on sale of interest in Global
Gold Armenia
--- --- --- --- (268,874)
(Gain) loss on sale of interest in
Sterlite Gold Ltd.
--- --- --- (8,748) (50,767)
Gain on extinguisment of debt
--- --- (110,423)
Interest Income (3,654) --- (9,232) --- (9,791)
------------- ------------- --------------- -------------- -----------------
TOTAL EXPENSES 618,284 128,928 1,232,344 575,989 4,437,040
NET LOSS (618,284) (128,928) (1,232,344) (575,989) (4,437,040)
============= ============= =============== ============== =================
NET LOSS PER SHARE-BASIC AND
DILUTED $(0.04) $(0.01) $(0.09) $(0.06)
============= ============= =============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
16,219,018 9,281,301 14,356,393 9,268,663
============= ============= =============== ==============
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Unaudited Condensed Consolidated Statements of Cash Flows
January 1, 2005 January 1, 2004 Cumulative Amount
through through from
September 30, 2005 September 30, 2004 January 1, 1995
through
September 30, 2005
------------------- ------------------- -------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss.............................................. $ (1,232,344) $ (575,989) $ (4,437,040)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for bad debts.......................... --- --- 325,000
Amortization of unearned compensation............ 207,315 230,799 689,873
Amortization of discount......................... 21,577 --- 21,577
Gain on extinguishment of debt................... --- --- (110,423)
Gain on sale of Armenia mining
interests...................................... --- --- (268,874)
Write-off of mining investment in
Georgia........................................ --- --- 135,723
(Gain) loss on sale of investment
in common stock of Sterlite Gold Ltd --- (8,748) (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............ 11,906 75,725 358,965
------------------- ------------------- -------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (991,546) (278,213) (3,171,221)
------------------- ------------------- -------------------
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.............. --- 34,879 246,767
Investment in certain mining interests........... (1,500,000) --- (1,653,494)
Mine acquisition costs........................... 407 (66,075) (1,239,035)
------------------- ------------------- -------------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (1,499,593) (31,196) (754,607)
------------------- ------------------- -------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement
offering....................................... 3,000,000 --- 5,484,073
Repurchase of common stock....................... --- --- (25,000)
Due to related parties........................... --- 167,667 (22,218)
Sale of warrants................................. --- --- 650
Warrants exercised............................... --- --- 100
------------------- ------------------- -------------------
NET CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES 3,000,000 167,667 5,437,605
------------------- ------------------- -------------------
NET INCREASE (DECREASE) IN CASH....................... 508,861 (141,742) 1,511,777
CASH AND CASH EQUIVALENTS - beginning of
period........................................... 1,014,268 147,247 11,352
------------------- ------------------- -------------------
CASH AND CASH EQUIVALENTS - end of period............. $ 1,523,129 $ 5,505 $ 1,523,129
------------------- ------------------- -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid..................................... $0 $0 $ 2,683
=================== =================== ===================
Interest paid......................................... $0 $0 $ 16,502
=================== =================== ===================
Noncash Transactions:
Stock issued for unearned compensation................ $ 555,000 $ 125,000 $ 1,377,500
=================== =================== ===================
Stock issued for closing fees......................... $ --- $ --- $ 45,000
=================== =================== ===================
Stock forfeiture...................................... $ --- $ --- $ 131,708
=================== =================== ===================
Stock issued for mine acquisition costs............... $ --- $ --- $ 113,197
=================== =================== ===================
Stock issued in exchange for accounts payable......... $ --- $ 76,608 $ 138,500
=================== =================== ===================
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GLOBAL GOLD CORPORATION
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2005
1. BASIS FOR PRESENTATION
The accompanying financial statements present the development stage activities of the Company and its wholly owned subsidiaries from January 1, 1995, the period commencing the Company's operations as Global Gold Corporation, through September 30, 2005.
The accompanying financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and instructions to Form 10-QSB. 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, 2004 annual report on Form 10-KSB. The results of operations for the nine-month period ended September 30, 2005 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2005.
2. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Officers and Directors
On August 1, 2005, the Company's subsidiary GGM entered three-year employment agreements in Armenia with Messrs. Simon Cleghorn and Frank Pastorino, as Director of Mining and Exploration and Director of Business Operations, respectively. The terms of both contracts are identical, with compensation at $100,000 per year and restricted stock awards of the Company's shares of 45,000 each vesting at a rate of 15,000 shares per year. Each contract is for three years and provides that each employee shall devote 80% of his available time to his duties. Mr. Cleghorn received his Bachelor of Engineering in Mineral Exploration and Mining Geology with honors from the Western Australia School of Mines in 1989 and has worked in Armenia since 1997. Mr. Pastorino received his Bachelor of Science degree in 1999 and Masters of Business Administration degree in 1999 both from the University of Louisville and has worked in Armenia since 2002, starting as a US Peace Corps volunteer.
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. Each contract is for two years and provides that each employee shall devote 20% of his available time to his duties.
Cash compensation expense for the nine months ended September 30, 2005 and 2004 was $244,278 and $200,000.
The amount of total unearned compensation amortized for the nine months ended September 30, 2005 and 2004 was $207,315 and $362,507, respectively.
6
3. EQUITY TRANSACTIONS
On July 29, 2005, the Company closed a private placement raising three million dollars to fund acquisition of the Tukhmanuk mining property in Armenia as well as to further its current mining and exploration projects and for working capital. The transaction involved the issuance of four million shares of common stock at $0.75 per share. Each new share issued carries a warrant to purchase one half of one additional share at $1.50 per share. The warrants are exercisable on or before July 31, 2007.
4. AGREEMENTS
On March 28, 2005, the Company's subsidiary Minero Global Chile Limitada entered an agreement with Adrian Soto Torino to provide mine preparation work and mining on the previously mined vein structure at the Santa Candalaria mine in Region III of Chile. On September 30, 2005, this contract for small scale mining was terminated based on the contractor's inability to meet the production requirements. This termination did not affect the ongoing exploration and drilling program at the property.
On August 1, 2005, the Company's subsidiary Global Gold Mining, LLC ("GGM") entered an agreement to acquire the Tukhmanuk gold mining property and surrounding exploration sites. The Tukhmanuk property is adjacent to Global Gold's Hankavan property in central Armenia, between the Aragatsotn and Kotayk provinces. In addition to the central property, the acquisition includes a 200,000 tonne per year capacity plant and the Damlik, Mirak, Grebnevaya, Ozyornaya, Emin Yourt, Voskedzor, and Dalma exploration sites. The property is held by the Armenian company Mego-Gold, LLC, ("MG") for which GGM, agreed to pay $3,500,000. GGM initially paid $1,500,000 for 51% of MG and paying the balance of the purchase price for the remaining 49% within two years. The transaction closed on August 8, 2005 when GGM transferred the first $1,500,000 payment to the sellers in exchange for 51% of MG and issuance of the necessary mining licenses by the Armenian Government to MG. The company is obligated to pay the balance of the purchase price of $2,000,000 in August 2007. Such amount is reflected in the financial statements at its present value of $1,747,577 which includes imputed interest at 7.5% per annum compounded semi-annually to maturity.
As of August 15, 2005, Global Gold Mining, LLC ("GGM") (which is wholly owned by Global Gold Armenia, LLC which in turn is wholly owned by Global Gold Corporation) entered into a joint venture agreement with Caucusus Resources Pty Ltd. an Australian company (which is a subsidiary of Iberian Resources Limited also an Australian company) ("CR") to form the "Aigedzor Mining Company, LLC on an 80% CR, 20% GGM basis in anticipation of jointly acquiring and developing (a) the Armenian limited liability company Sipan 1, LLC which is the licensee for the Litchkvadz-Tey and Terterasar mining properties as well as the associated plant and assets in southern Armenia; and (b) mineral exploration and related properties within a 20 kilometer radius of the southern Armenian town of Aigedzor, all as described in the exhibit filed on Form 8-K.
5. SUBSEQUENT EVENTS -
(a) Pursuant to the option initially held by Global Gold Corporation, on October 27, 2005, the Aigedzor Mining Company, LLC ("AMC") entered into a share purchase agreement (the " Sipan 1 SPA") with Mr. Albert Sakhkalian, the sole shareholder of the Armenian company Sipan 1, LLC ("Sipan 1") to acquire 100% of the shares of Sipan 1. Sipan 1 is the licensee for the Litchkvadz-Tey and Terterasar mining properties as well as the owner of the associated plant and assets in southern Armenia. AMC is a joint venture formed as of August 15, 2005, between Global Gold Mining, LLC ("GGM") (which is wholly owned by Global Gold Armenia, LLC which in turn is wholly owned by Global Gold Corporation) and Caucasus Resources Pty Ltd. an Australian company (which is subsidiary of Iberian Resources Limited also an Australian company) ("CR"). The parties formed AMC on an 80% CR, 20% GGM basis in anticipation of jointly acquiring and developing (a) Sipan 1 ; and (b) mineral exploration and related properties within a 20 kilometer radius of the southern Armenian town of Aigedzor. GGM is contributing $260,000 in addition to all of its other costs related to the Sipan 1 acquisition, and CR is contributing all other costs related to the acquisition and development of the properties until production commences, whereupon the parties will finance further development in proportion to their interests.
7
Key terms of the Sipan 1 SPA include a total purchase price of $4,550,000, with $3,500,000 payable at the closing through an escrow account being held at the HSBC bank in Yerevan, a credit to the buyer for the $50,000 deposit paid by GGM pursuant to the January 20, 2004 Purchase Deposit Agreement through which GGM acquired the option to purchase Sipan 1, and the remaining $1,000,000 payable within three years of the closing subject to offset for any liabilities related to events preexisting the closing. AMC is also providing a company guarantee and a mutually acceptable bank guarantee of its performance for the $1,000,000 payment due in three years, all as described in the exhibit filed on form 8-K. On November 8, 2005, the sole shareholder of Sipan 1 transferred all of the shares of Sipan 1 to AMC and official registration of ownership to AMC was recorded.
(b) As of October 28, 2005, Global Gold Mining, LLC ("GGM") (which is wholly owned by Global Gold Armenia, LLC which in turn is wholly owned by Global Gold Corporation) entered into a joint venture agreement with Caucasus Resources Pty Ltd. an Australian company (which is subsidiary of Iberian Resources Limited also an Australian company) ("CR") to form the "Marjan Mining Company, LLC ("Marjan Mining") to explore and develop the Marjan Gold Project in the south east of Armenia, close to the Armenia-Nakhichevan border. This property was previously explored during the Soviet era, and GGM acquired the Armenian company which held the license to the property, SHA, LLC ("SHA"), in December 2003. SHA is transferring all of its interest in the Marjan property to Marjan Mining. CR initially will own 40% of Marjan Mining, and will be responsible for all expenses associated with developing and bringing the property into production. Upon spending $500,000, pursuant to a mutually agreed budget, CR's interest in Marjan Mining will increase to 51%, and upon the commencement of production, has the right to earn in up to 80% of Marjan Mining, and GGM will retain the 20% interest, all as described in the exhibit filed on form 8-K.
(c) On October 31, 2005, Global Gold Corporation sold $55,000 in common shares, pursuant to exemptions from registration requirements of the Securities Act. The transaction involved the exercise of warrants originally issued on October 31, 2000. The transaction involved the issuance of 220,000 shares of common stock at $0.25 per share in accordance with the warrants.
ITEM 6. 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.
8
RESULTS OF OPERATIONS
NINE-MONTHS ENDED SEPTEMBER 30, 2005 AND NINE-MONTHS ENDED SEPTEMBER 30, 2004
During the nine-month period ended September 30, 2005, the Company's administrative and other expenses were $1,241,576, which represented an increase of $656,839 from $584,737 in the same period last year. The expense increase was primarily attributable to higher legal expense of $32,202, insurance expense of $24,037, and mine exploration costs of $471,291 due to increased activity resulting from project development in Armenia and Chile.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2005, the Company's total assets were $5,198,933, of which $1,523,129 consisted of cash or cash equivalents.
The Company's plan of operation for the calendar year 2005 is:
(a) To continue exploration activities with regard to the Santa Candalaria Chilean mining properties purchased in February 2004;
(b) To continue the drilling and exploration programs at the Hankavan mining property and surrounding areas in Armenia;
(c) To commence mining and continue a drilling and exploration program at the Tukhmanuk mining property and the surrounding exploration sites;
(d) To work with Iberian Resources Limited on the Aigedzor Mining Company, LLC and Marjan Mining Company, LLC joint ventures in Armenia;
(e) To engage in further exploration in Armenia;
(f) To review and possibly acquire additional mineral bearing properties; and
(g) 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.
The Company also anticipates spending additional funds in Armenia for further exploration and development as well as acquisition of properties. The Company anticipates that it may have to issue additional equity or debt to finance its planned activities. In addition, the Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 3,000,000 million shares of Common Stock of the Company at an exercise price of $0.75 per share, which expire on December 1, 2006. If these Warrants were exercised in full, the Company would receive $2,250,000 in gross proceeds. The Company anticipates that it might obtain additional financing from the holders of its Warrants to purchase 2,000,000 shares of Common Stock of the Company at an exercise price of $1.50 per share, which expire on July 31, 2007. If these Warrants were exercised in full, the Company would receive $3,000,000 in gross proceeds.
The Company does not intend to engage in any research and development during 2005 and does not expect sell any plant or significant equipment; it does anticipate purchasing processing plant and equipment assets.
9
The Company has been able to continue its development stage activities based upon its receipt of funds from the issuance of equity securities, and by acquiring assets or paying expenses by issuing stock. The Company's continued existence is dependent upon its continued ability to raise funds through the issuance of our securities or borrowings. 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.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
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 September 30, 2005; Statements of Operations and Statements of Cash Flows for the three-months and nine months ended September 30, 2005 and September 30, 2004, and for the development stage period from January 1, 1995 through September 30, 2005 and the Exhibits which are listed on the Exhibit Index.
10
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 31.2 Certification of Chief Financial 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*
Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit 10.1 August 1, 2005 Employment Agreement of Simon Cleghorn
Exhibit 10.2 August 1, 2005 Employment Agreement of Frank Pastorino
Exhibit 10.3 August 1, 2005 Employment Agreement of Lester S. Caesar, CPA
Exhibit 10.4 August 1, 2005 Employment Agreement of Jan Dulman
* Provided herewith
(b) Reports on Form 8-K filed during the quarter ended September 30, 2005
Current Reports on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2005, under Item 8.01 of Form 8K and on August 3, 2005 under Items 1.01, 3.02, and 9.01 of Form 8K.
11
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
November 14, 2005 ----------------------------
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 September 30, 2005;
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: November 14, 2005 /s/ Drury J. Gallagher
---------------------------
Drury J. Gallagher
Chairman, Chief Executive
Officer and Treasurer
Exhibit 31.2
CERTIFICATIONS
I, Lester S. Caesar, CPA, certify that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Global Gold Corporation for the quarter ended September 30, 2005;
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: November 14, 2005 /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 Quarterly Report of Global Gold Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2005 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: November 14, 2005
By: /s/ Drury J. Gallagher
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Drury J. Gallagher
Chairman, Chief Executive Officer
and Treasurer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gold Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2005 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.
Dated: November 14, 2005
By: /s/ Lester S. Caesar
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Lester S. Caesar, CPA
Chief Financial Officer