2007 Annual Report 10-KSB
December 31, 2007
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
______________________
Form 10-KSB/A
_____________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number 02-69494
Global Gold Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3025550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identif ication No.)
45 East Putnam Avenue
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (203) 422-2300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 large accelerated filer, accelerated filer , a non-accelerated filer or smaller reporting company (as defined in Rule 12b-2 of the Act).
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
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 27, 2008, was $11,799,932.
The registrant had 33,867,023 shares of $0.01 par value common stock outstanding at March 27, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of this Form 10-KSB is incorporated by reference to the proxy statement for the registrant’s 2008 meeting of stockholders, which proxy statement was filed no later than 120 days after the close of the registrant’s fiscal year ended March 31, 2008.
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Amendment No. 1 to the Annual Report on Form 10-KSB For the Year Ended December 31, 2007
EXPLANATORY NOTE
Global Gold Corporation (the "Company") is filing this Amendment No. 1 on Form 10-KSB/A (this "Amendment") to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, which was filed on March 31, 2008 (the "Original Filing"), to amend Part II Item 8A(T) of the Original Filing to clarify the evaluations of the Company's disclosure controls and procedures and internal controls over financial reporting previously made by the Company with respect to the fiscal year ended December 31, 2007 and the Section 302 Certificates. Accordingly, Part II Item 8A(T) is amended in its entirety to read as follows:
Item 8A(T). Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures .
We maintain disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) promulgated under the Security
Exchange Act of 1934, as amended (the "Exchange Act")) that are
designed to ensure that information that would be required to be
disclosed in Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the
Security Exchange Commission's rules and forms, and that such
information is accumulated and communicated to our management,
including the President and Chief Operating Officer and Senior
Vice President and Chief Financial Officer (our Principal
Executive Officer and Principal Financial Officer, respectively), as
appropriate, to allow timely decisions regarding required
disclosure.
As of December 31, 2007, we carried out an evaluation,
under the supervision and with the participation of our
management, including the Principal Executive Officer and
Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the
foregoing, our Principal Executive Officer and Principal Financial
Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this Annual Report.
(b) Management's Report on Internal Control over Financial
Reporting
We are responsible for establishing and maintaining
adequate internal control over financial reporting. As defined in
the securities laws, internal control over financial reporting is a
process designed by, or under the supervision of, our Principal
Executive and Principal Financial Officers and effected by our
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Board of Directors, management, and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and
includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets; (ii)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance
with authorizations of management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
The Company's internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external reporting purposes in accordance with generally
accepted accounting principles.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management conducted an evaluation of the effectiveness
of the internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Exchange Act) as of December
31, 2007, based on the framework in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
Management, including the Principal Executive and
Principal Financial Officers, based on their evaluation of the
Company's internal control over financial reporting, have
concluded that the Company's internal control over Financial
Reporting was effective as of December 31, 2007.
Management's internal control report was not subject to
attestation by the Company's independent registered public
accounting firm pursuant to the temporary rules of the Securities
3
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and Exchange Commission that permit the Company to provide
only management's report.
This Annual Report does not include an attestation report of the
Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by the Company's registered public
accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only
management's report in this Annual Report.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control
over Financial Reporting that occurred in the fourth fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over Financial Reporting.
Item 15. Exhibits and Financial Statement Schedules
(b) Exhibits
The following exhibits are filed herewith or incorporated by reference.
Exhibit
Number Description
31.1 Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2 Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment amends the Original Filing and contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to effect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company's other filings, if any, made with the United States Securities and Exchange Commission subsequent to the filing of the Original Filing, including the amendments to those filings, if any.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Annual Report on Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto duly authorized, on August 11, 2008, as of March 31, 2008.
GLOBAL GOLD CORPORATION
By: /s/ VAN Z. KRIKORIAN
Van Z. Krikorian
Chairman, Chief Exective Officer and Director
(Principal Executive Office)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-KSB/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ JAN DULMAN Chief Financial Officer (Principal Financial August 11, 2008
Jan Dulman Officer)
/s/ DRURY J. GALLAGHER Chairman Emeretus, Treasurer and August 11, 2008
Drury J. Gallagher Director
/s/ LESTER S. CAESAR Controller August 11, 2008
Lester S. Caesar
/s/ IAN HAGUE Director August 11, 2008
Ian Hague
/s/ NICHOLAS J. AYNILIAN Director August 11, 2008
Nicholas J. Aynilian
/s/ HARRY GILMORE Director August 11, 2008
Harry Gilmore
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Exhibit 31.1
SECTION 302 CERTIFICATION
I, Van Z. Krikorian, certify that:
1. I have reviewed this annual report on Form 10-KSB/A of Global Gold Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(b)) 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors or (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 11, 2008
/s/ Van Z. Krikorian
___________________________
Van Z. Krikorian
Chairman and Chief Executive Officer
(Principal Executive Officer)
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Exhibit 31.2
SECTION 302 CERTIFICATION
I, Jan Dulman, certify that:
1. I have reviewed this annual report on Form 10-KSB/A of Global Gold Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(b)) 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 report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors or (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 11, 2008
/s/ Jan Dulman
___________________________
Jan Dulman
Chief Financial Officer
(Principal Financial Officer)
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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 accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Van Z. Krikorian, the Chairman and Chief Executive Officer of Global Gold Corporation (the "Registrant") and Jan Dulman, the Chief Financial Officer of the Registrant, each hereby certifies that:
1. The Registrant's Annual Report on Form 10-KSB/A for the period ended December 31, 2007 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 11, 2008
/s/ Van Z. Krikorian
Van Z. Krikorian
Chairman & Chief Executive Officer (Principal Executive Officer)
/s/ Jan Dulman
Jan Dulman
Chief Financial Officer (Principal Financial Officer)
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