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U.S. SECURITIES AND EXCHANGE COMMISSION

 

Large accelerated filer      [  ]                                                                                  Accelerated filer    [  ]

 

Non-accelerated filer        [  ] (Do not check if smaller reporting company)                      Smaller reporting company [X]

 

  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, silver, and other minerals in Armenia, Canada and Chile. The Company's headquarters are located in Greenwich, Connecticut 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 below, conducted other business prior to its re-entry into the development stage of mineral exploration and mining on January 1, 1995. During 1995, the Company changed its name from Triad Energy Corporation to Global Gold Corporation to pursue certain gold and copper mining rights in the former Soviet Republics of Armenia and Georgia. The Company's stock is publicly traded. The Company employs approximately 100 people globally on a year round basis and an additional 200 people on a seasonal basis.

 

Although the Company competes with multi-national mining companies which have substantially greater resources and numbers of employees, the Company’s knowledge of, and partners in, the areas of its operations provide it with significant advantages.  The Company’s long term presence in Armenia and the expertise and knowledge of its joint venture partner in Chile allow it to compete with companies with greater resources.

 

In Armenia, the Company’s focus is primarily on the exploration, development and production of gold at the Tukhmanuk property in the North Central Armenian Belt.  The Company is also focused on the exploration and development of the Marjan and an expanded Marjan North property.  In addition, the Company is exploring and developing other sites in Armenia, including the Company’s Getik property.  The Company also holds royalty and participation rights in other locations in the country through affiliates and subsidiaries.

 

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In Chile, the Company’s focus is primarily on the exploration, development and production of gold at the Madre de Dios and Puero properties in south central Chile, near Valdivia.  The Company is also engaged in identifying exploration and production opportunities at other locations in Chile.

 

In Canada, the Company has engaged in uranium exploration activities in the provinces of Newfoundland and Labrador, but is phasing out this activity, retaining a royalty interest in the Cochrane Pond property in Newfoundland.

 

The Company also assesses exploration and production opportunities in other countries.

 

The subsidiaries of the Company 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, royalty and participation interests, as well as shares of operating companies in Armenia.

 

On December 21, 2003, Global Gold Mining acquired 100% of the Armenian limited liability company SHA, LLC (renamed Global Gold Hankavan, LLC ("GGH") as of July 21, 2006), which held the license to the Hankavan and Marjan properties in Armenia.

 

On August 1, 2005, Global Gold Mining acquired 51% of the Armenian limited liability company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property and seven surrounding exploration sites.  On August 2, 2006, Global Gold Mining acquired the remaining 49% interest of Mego-Gold, LLC, leaving Global Gold Mining as the owner of 100% of Mego-Gold, LLC.

 

On January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of the Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company, LLC") and its approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia.  As of May 30, 2007, Global Gold Mining acquired the remaining 20% interest in Getik Mining Company, LLC, leaving Global Gold Mining as the owner of 100% of Getik Mining Company, LLC.

 

On January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate the Company's uranium exploration activities in Canada. Global Gold Uranium was qualified to do business in the Canadian Provinces of Newfoundland and Labrador.

 

On August 9, 2007 and August 19, 2007, the Company, through Minera Global, entered agreements to form a joint venture and on October 29, 2007, the Company closed its joint venture agreement with members of the Quijano family by which Minera Global assumed a 51% interest in the placer and hard rock gold Madre de Dios and Puero properties in south central Chile, near Valdivia. The name of the joint venture company is Compania Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia”).

 

The Company is a reporting company and is therefore subject to the requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, 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 100 F 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’s filings are also 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.  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.

 

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

 

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("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 tailings reprocessing 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.  In September 2007, Vedanta (and Sterlite) announced that they had closed a stock sale transaction with GeoProMining Ltd., which made GeoProMining Ltd. and its affiliates the successors to the 20% obligation.

 

(3) ARMENIA PROPERTIES

 

The Company operates an office in Yerevan, Armenia where it manages its exploration and mining activities as well as reviews potential acquisitions. A map showing the location of the properties in Armenia and other information on the properties are 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.  These activities have not been actively pursued pending performance of a conditional, confidential settlement agreement with the Armenian Government entered as of February 25, 2008.

 

See Item 1A “Risk Factors” and Item 3 “Legal Proceedings”, below.

 

Marjan

 

The Marjan mining property is located in Southwestern Armenia, along the Nakichevan border in the Syunik province.

 

In 2008, GGH engaged in mapping, sampling, drill analysis and other exploration work at Marjan and an expanded Marjan North area.

 

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.  On April 28, 2008, the Company was issued a twenty-five year “special mining license” for the Marjan property effective April 22, 2008 and expiring April 22, 2033 which expands the prior license term and substantially increases the license area from approximately 1,400 acres to approximately 4,800 acres.

 

See Item 1A “Risk Factors” and Item 3 “Legal Proceedings”, below.

 

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 2008, Global Gold Mining upgraded the plant and lab, installed a new gold room, recommenced mining and production of concentrate, and continued its analysis of the prior years drill results.  Also, the Company compiled its reserve report and submitted it to the state committee on reserves of Armenia in March 2009.

 

On May 22, 2008, the government of Armenia issued a “special exploration license” to the Company for the Tukhmanuk mining property.  The license is effective May 13, 2008 and expires on May 13, 2010 with the option of being extended for an additional two years.  The special exploration license does not affect the Company’s twenty-five year license over the smaller “Central Section” of the property.  The special exploration license expands the prior license term and increases the license area by approximately 618 acres, from approximately 10,297 acres to approximately 10,915 acres.

 

On 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 and surrounding exploration sites as well as the owner of the related

 

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processing plant and other assets.  On August 2, 2006, Global Gold Mining exercised its option to acquire the remaining forty-nine percent (49%) of Mego-Gold, LLC, 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, Global Gold Mining 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 (“Note”) to Global Gold Mining, with interest in arrears on the unpaid principal balance at an annual rate equal to ten percent (10%). At any time following September 18, 2006, the Company, at its sole option, had the right to convert all of Maker's debt from the date of the Note to the date of conversion into shares of common stock of the Company at the conversion price of $1.50 per share 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. On September 16, 2007, the contingency period expired without exercise, extension or amendment. The Company has accounted for this by booking the 500,000 shares, at the fair market value of $1,000,000, into Additional Paid-In Capital.  The Company also booked the $200,000 secured loan into Note Receivable and accrued interest, from inception of Note as per the terms of the Note above, into Additional Paid-In Capital.  On February 12, 2008 the Company exercised its option and converted the Note and accrued interest into one hundred fifty two thousand seven hundred seventy-eight (152,778) shares, which were then cancelled.

 

See Item 1A “Risk Factors” and Item 3 “Legal Proceedings”, below.

 

Getik

 

The Getik property is located in the northeast Geghargunik province of Armenia.

 

In 2008, Getik Mining Company, LLC engaged in mapping, sampling, drill analysis and other exploration work at the Getik property.

 

On December 10, 2008, the government of Armenia issued a new special exploration license expiring December 10, 2013.  The Company will conduct further exploration activities during this period.

 

On January 31, 2006, Global Gold Mining closed a 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."  As of May 30, 2007, Global Gold Mining acquired the remaining twenty percent interest in Getik Mining Company, LLC, leaving Global Gold Mining as the owner of one hundred percent of Getik Mining Company, LLC.

 

See Item 1A “Risk Factors” and Item 3 “Legal Proceedings”, below.

 

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 Resources Limited’s subsidiary, Caucusus Resources Ltd. (“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 ("Sipan 1") which is the licensee; and (b) mineral exploration and related properties within a 20 kilometer radius of the southern Armenian town of Aigedzor.

 

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 (“NSR”) 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; the right to participate up to 20% in any new projects undertaken by Iberian or its affiliates in Armenia until August 15, 2015; and five million shares of Iberian's common stock, which are restricted for one year. On February 28, 2007, Iberian Resources Limited announced its merger with Tamaya Resources Limited (“Tamaya”), and Tamaya is now developing those properties.  As part of the merger, the five million shares of Iberian’s common stock were exchanged for twenty million shares of Tamaya’s common stock without any restrictions.  Global Gold Mining retains the right to participate up to 20% in any new projects undertaken by Tamaya or its affiliates in Armenia until August 15, 2015 and the 2.5% Net Smelter Return royalty as described above.  During the year ended December 31, 2007, the Company sold all 20,000,000 shares of the Tamaya Resources Limited Stock that it owned.  In 2008, Tamaya and Iberian Resources filed for bankruptcy in Australia and tried to sell the Lichkvadz-Tei and Terterasar licenses.  The Company has taken action to protect its rights.  On information and belief, the license for Lichkvadz-Tei was terminated by Armenian authorities in March 2009.

 

See Item 1A “Risk Factors” and Item 3 “Legal Proceedings”, below.

 

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(4) CHILE PROPERTIES

 

The Company operates an office in Santiago, Chile which is engaged in exploration activities, development of mining projects, and acquisition review. A map showing the location of the property in Chile and other information about the properties are located on the Company's website.

 

Madre De Dios and Puero

 

The Madre De Dios and Puero properties are located in south central Chile, near Valdivia, and consist of approximately 25,000 hectares.

 

On August 9, 2007 and August 19, 2007, the Company, through Minera Global, entered agreements to form a joint venture and on October 29, 2007, the Company closed its joint venture agreement with members of the Quijano family by which Minera Global assumed a 51% interest in the placer and hard rock gold Madre de Dios and Puero properties.  The name of the joint venture company is Compania Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia”).

 

Key agreement terms for the Madre De Dios joint venture agreement include a 1,000,000 euro payment from Global Gold (paid as of October 30, 2007), and the following joint venture terms: equity interests set at 51%-49% in favor of Global Gold; of the 3 directors, two (Mr. Krikorian and Dr. Ted Urquhart, Global's Vice President in Santiago) are appointed by Global Gold; Global Gold commits to finance at least one plant and mining operation within 3 years as well as a mutually agreed exploration program to establish proven reserves, and if that is successful, two additional plants/operations will be financed; and from the profits of the joint venture, Global Gold will pay its partner an extra share based on the following scale of 28 million euros for (a) 5 million ounces of gold produced in 5 years or (b) 5 million ounces of gold proven as reserves according to Canadian 43-101 standards in 5 years.  The Company has completed a Canadian standard NI 43-101 report on the property, which is available on the Company’s website.

 

In 2008, the Company planned its mining options, including plant systems and sites, and chose the Guadaloupe site to begin.

 

See Item 1A “Risk Factors”, below.

 

Ipun Island and Chiloe Island Properties

 

Ipun Island and Chiloe Island are located in Southern Chile.

 

On September 5, 2007, the Company entered into a confidential agreement which was made public on October 29, 2007, with members of the Quijano family by which the Company has the option to earn a 51% interest in the Estrella del Sur Gold-Platinum project on Ipun Island and another gold-platinum property on Chiloe Island.  On March 31, 2008, this agreement was amended transferring the licenses for the Ipun and Chiloe islands to Global Gold Valdivia in exchange for 250,000 restricted shares of common stock of Global Gold Corporation at a fair market value of $0.23 per share, all as further described in Exhibit 10.5 of Form 8-K filed on April 9, 2008.

 

On October 3, 2008, the Company entered into and closed an agreement to sell all of the Company’s interest in its Chiloe and Ipun island properties in Chile back to the Quijano family for $200,000 and certain mining equipment, and other consideration, all as further described in Exhibit 10.3 of Form 8-K filed on October 8, 2008.  The Company has no further interest or activity with respect to these properties.

 

See Item 1A “Risk Factors”, below.

 

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 $1,590 USD using exchange rates at December 31, 2008).

 

See Item 1A “Risk Factors”, below.

 

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(5) CANADA PROPERTIES

 

A map showing the location of the properties in Canada and other information about the properties are located on the Company's website.  The Company is winding down its operations in Canada.

 

Grand Lake and Shallow Lake

 

The Grand Lake and Shallow Lake properties are located in the Canadian province of Newfoundland and Labrador.

 

In 2007, the Company, through Global Gold Uranium, carried out a ground prospecting survey investigating airborne radiometric anomalies and lake sediment geochemical anomalies which had been detected by earlier surveys carried out by mining companies in the 1960s and 1970s.  This work was carried out over the six separate claim blocks situated north and northwest of Happy Valley-Goose Bay, 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). According to the Labrador Uranium Claims Agreement, Global Gold Uranium would 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 would earn a One Hundred Percent (100%) option in the Licenses by paying cash and common stock (20,000 shares initial deposit). In addition, Global Gold Uranium completed staking 300 claims (approximately 18,531 acres) in the immediate vicinity of the Grand Lake and Shallow Lake properties.  With respect to the Shallow Lake transaction, the sellers breached a representation and warranty to keep the license rights in force for a period after acquisition, several of the licenses lapsed, and Global Gold Uranium, in its own name, successfully staked the same licenses in June 2007.  In 2007, the Company conducted sampling and other exploration activities on these properties, but without conclusive results as to their prospectivity.  The Company has not issued the initial 20,000 shares of Common Stock of the Company, and is phasing out of uranium exploration activities in Canada.

 

See Item 1A “Risk Factors”, below.

 

Cochrane Pond

 

The Cochrane Pond property is located in southeastern Newfoundland, Canada.

 

On April 12, 2007, Global Gold Uranium entered an agreement to acquire an option for the Cochrane Pond license area (the "Option Agreement") with Commander Resources Ltd. ("Commander") and Bayswater Uranium Corp. ("Bayswater"). The Cochrane Pond property consists of 2,600 claims within 61,000 hectares (approximately 150,708 acres).  The Agreement is subject to the conclusion of an option agreement.  Major terms include the following: Global Gold Uranium may earn a 51% equity interest over a period of four years in Cochrane Pond Property by completing; Cash payments of US $700,000 over four year period; Share issuance of 350,000 shares of Global Gold Corporation (50 % each to Commander and Bayswater (the “CPJV”)) over a four year period; and Property expenditures over four year period of C$3.5 million as further described in exhibit 10.3 on Form 8-K filed on April 16, 2007.  As of June 30, 2007, the Company has paid $200,000 and issued 150,000 shares of the Company's common stock, 75,000 shares each to Commander and Bayswater.

 

On October 17, 2008, the parties terminated the Option Agreement, and Global Gold Uranium entered into an agreement (the “Royalty Agreement”) with Commander and Bayswater pertaining to the Cochrane Pond property.  The Royalty Agreement grants the Company a royalty in the Cochrane Pond property and terminates the Company’s existing rights and obligations associated with the Cochrane Pond property.  The key terms of the Royalty Agreement are that the CPJV shall provide a royalty to the Company for uranium produced from the Cochrane Pond property in the form of a 1% gross production royalty from the sale of uranium concentrates (yellowcake) capped at CDN $1million after which the royalty shall be reduced to a 0.5% royalty.  In consideration for the royalty, the Company shall pay $50,000 cash, $25,000 each to Bayswater and Commander within 30 days, all as further described in exhibit 10.3 of Form 8-K filed on October 22, 2008.    As of November 13, 2008, the Company has paid $25,000 each to Bayswater and Commander.

 

See Item 1A “Risk Factors”, below.

 

(6) ENVIRONMENT AND ETHICAL MATTERS

 

The Company's policy on environmental matters is stated in its Code of Business Conduct and Ethics (which is posted on the Company’s website), and requires compliance with all relevant laws and regulations.  The Company’s Insider Trading and Public Information Policy, Charter of the Audit Committee of the Board of Directors, Charter of the Compensation Committee of the Board of Directors, and its Nominating and Governance Charter are also posted on its website and require 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

 

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communities in which it operates.  In 2007, the Company instituted a whistleblower program to encourage reporting of any non compliance with such policies and procedures.  

 

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 and safety performance; 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 approximately $102,000 for environmental compliance in 2008 of which it has made payments of approximately $42,000 to Armenian governmental agencies for environmental compliance and have accrued approximately $60,000.  The cost for the Company to maintain environmental compliance has had no substantial limitation or restriction upon our ability to carry out our mining operations.

 

 

If these stockholders act in concert, they could control matters requiring approval by our stockholders, including the election of directors and could have the ability to prevent or cause a corporate transaction, even if other stockholders, oppose such action.  The concentration of voting power could also have the effect of delaying or preventing a change in control which could cause our stock price to decline.

 

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 starting on 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 had less then one year remaining, through September 30, 2008, at an annual rental cost of $19,500.  The assumed lease was extended for an additional year through September 30, 2009 at an annual rental cost of $22,860 for that period.   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 Item 1 "Description of Business."

 

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ITEM 3. LEGAL PROCEEDINGS

 

GGH, which is the license holder for the Hankavan and Marjan properties, was the subject of corrupt and improper demands and threats from the former Minister of the Ministry of Environment and Natural Resources of Armenia, Vardan Ayvazian. The Company reported this situation to the appropriate authorities in Armenia and in the United States. Although the Minister took the position that the licenses at Hankavan and Marjan were terminated, other Armenian governmental officials assured the Company to the contrary and Armenian public records confirmed the continuing validity of the licenses. The Company received independent legal opinions that all of its licenses are valid and remain in full force and effect, continued to work at those properties, and 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, Mr. Ayvazian.  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, and the hearing is currently pending for 2009.  On June 25, 2008, the Federal District Court for the Southern District of New York ruled that Mr. Ayvazian was required to appear as a respondent in the ICC arbitration.  On September 5, 2008, the ICC International Court of Arbitration ruled that Mr. Ayvazian shall be a party in accordance with the decision rendered on June 25, 2008 by the Federal District Court for the Southern Distric of New York.  In addition and based on the US Armenia Bilateral Investment Treaty, Global Gold Mining filed a request for arbitration against the Republic of Armenia for the actions of the former Minister of Environment and Natural Resources with the International Centre for Settlement of Investment Disputes, which is a component agency of the World Bank in Washington, D.C., ("ICSID") on January 29, 2007. On August 31, 2007, the Government of Armenia and Global Gold Mining jointly issued the following statement, "{they} jointly announce that they have suspended the ICSID arbitration pending conclusion of a detailed settlement agreement. The parties have reached a confidential agreement in principle, and anticipate that the final settlement agreement will be reached within 10 days of this announcement." The Company has learned from public records that GeoProMining Ltd., through an affiliate, has become the sole shareholder of an Armenian Company, Golden Ore, LLC, which was granted an illegal and competing license for Hankavan. GeoProMining Ltd. is subject to the 20% obligations as successor to Sterlite Resources, Ltd.  As of February 25, 2008 Global Gold Mining has entered into a conditional, confidential settlement agreement with the Government of the Republic of Armenia to discontinue the ICSID arbitration proceedings. This agreement does not affect the pending ICC arbitration involving similar subject matter.

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect the Company’s consolidated financial statements or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

NOT APPLICABLE

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

(a) Shares of the Company's Common Stock trade on the OTC Bulletin Board under the symbol "GBGD." The range of high and low bid information for each quarterly period during 2007 and 2008 were as follows:

 

		2007								2008
Quarter		High*				Low*				High*				Low*
1st			$1.10				$0.65				$0.70				$0.35
2nd			$1.05				$0.69				$0.48				$0.20
3rd			$1.15				$0.51				$0.51				$0.03
4th			$1.01				$0.34				$0.47				$0.06

 

* These quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions, and may not reflect actual transactions.  Source: Yahoo Finance

 

As of March 27, 2009, the Company had 39,187,023 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 27, 2009, there were approximately 1,292 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, 2007 and December 31, 2008.

 

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(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, 2008.

 

						Remaining available for
		Number of Securities to		Weighted average exercise		issuance under equity
		be issues up exercise		price of outstanding		compensation plans
		of oustanding options,		options, warrants and		(excluding securities
		warrants and right		rights		reflected in column (a))
Plan Category		(a)  (#)		(b)  ($)		(c )  (#)
Equity compensation plans (1)
approved by security holders		1,677,500		$0.90		1,322,500
Equity compensation plans not
approved by security holders		0		0		0
Total:		1,677,500				1,322,500

 

(1) 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.  On January 1, 2007, the Company granted options to buy 83,334 shares of common stock, at an exercise price of $0.88 per share, to the Senior Vice President for Exploration and Development, Hrayr Agnerian.  On January 11, 2007, the Company granted options to each of the five directors to buy 100,000 (500,000 total) shares of common stock, at an exercise price of $0.86 per share.  On June 15, 2007, the Company granted options to buy 116,666 shares of common stock, at an exercise price of $0.83 per share, to the Senior Vice President for Exploration and Development, Hrayr Agnerian.  On June 15, 2007, the Company granted options to buy 150,000 shares of common stock, at an exercise price of $0.83 per share, to the Chief Financial Officer, Jan Dulman.  On June 20, 2007, Michael T. Mason, the Company’s President, resigned from his position and forfeited options to buy 100,000 shares of common stock, at an exercise price of $1.25 and his additional vested options to buy 100,000 shares of common stock have expired unexercised as of December 31, 2008.  On October 1, 2007, the Company granted options to buy 15,000 shares of common stock, at an exercise price of $1.00 per share, to a consultant, Paul Airasian.  On April 8, 2008, the Company granted options to each of the five directors to buy 100,000 (500,000 total) shares of common stock, at an exercise price of $0.45 per share.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

 

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 Annual Report on Form 10-K.

 

RESULTS OF OPERATIONS

 

COMPARISON OF TWELVE-MONTHS ENDED DECEMBER 31, 2008 AND TWELVE-MONTHS ENDED DECEMBER 31, 2007

 

During the twelve-month period ended December 31, 2008, the Company's administrative and other expenses were $3,546,952 which represented a decrease of $1,399,376 from $4,946,328 in the same period last year. The expense decrease was primarily attributable to lower stock compensation expense of $436,027 less then the prior year’s period, legal fees of $546,006 less then the prior year’s period, travel expenses of $65,456 less then the prior year’s period and investor relations of $41,000 less then the prior year’s period.  During the twelve-month period ended December 31, 2008, the Company's mine exploration costs were $3,127,266 which represented a decrease of $3,370,456 from $6,497,722 in the same period last year. The expense decrease was primarily attributable to the decreased mining activity at the Canadian properties of $534,994, Marjan property of $1,765,157, Tukhmanuk property of $1,048,752, the Getik property of $181,597 offset by an

 

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increase at the Chilean property of $305,776.  During the twelve-month period ended December 31, 2008, the Company's amortization and depreciation expenses were $1,221,491 which represented an increase of $326,187 from $895,304 in the same period last year. The expense increase was primarily attributable to the increased depreciation expense of $215,022, and the increased amortization of licenses of $111,165. During the twelve-month period ended December 31, 2008, the Company had interest expenses of $187,008 which represented an increase of $187,008 from the same period last year when it did not have any interest expense.  The expense increase was attributable to the accrued interest expense of  $166,257 on note payable to a director and $20,751 on a secured line of credit both of which the Company did not have in the same period last year.  During the twelve-month period ended December 31, 2008, the Company had revenue of $14,211 which represented a decrease of $21,637 from $35,848 in the same period last year.  The decrease in revenue is primarily attributable to a decrease in royalty income of $11,238 and sales of gold concentrate of $10,399.  The Company had a loss from sale of joint ventures in 2008 of $765,264. No sales of joint venture interest or properties occurred in 2007. The difference is due to the Company in 2008 selling its interest in the Ipun and Chiloe island properties in Chile at a loss of $387,764 and its interest in the Cochrane Pond property in Canada at a loss of $377,500.    The Company also had no sales of investments in 2008 as compared to a $2,460,137 gain in the same period last year.  During the twelve-month period ended December 31, 2008, the Company had gains on foreign exchange of $56,704  which represented a decrease of $2,137,457 from $2,194,161 in the same period last year. The difference is primarily due to fluctuation in currency exchange rates between the US Dollar and the Armenian Dram. The Company had interest income of $2,564 in 2008 which represented a decrease of $123, 926 from $126,490 from the same period last year.   The decrease is attributable to lower average cash balance in the United States bank accounts and lower interest rates.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2008, the Company's total assets were $8,216,399, of which $228,371 consisted of cash or cash equivalents.

 

The Company's expected plan of operation for the calendar year 2009 is:

 

(a) To continue and to expand gold and silver production at the Tukhmanuk property in Armenia which recommenced in 2008, to generate income from offering services from the ISO certified lab operating at Tukhmanuk, and to continue to explore this property to confirm historical reserve reports, and to explore and develop Marjan, Getik and other mining properties in Armenia and to generate cash flow and establish gold, silver and other reserves;

 

 (b) To generate revenue by production at an initial site selected Guadalupe, of the over 100 potential sites identified, at the Madre De Dios and Puero properties in Chile through the Company’s Global Gold Valdivia joint venture and conduct further development, exploration, and mining at these properties;

 

 (c) To complete the phase out of uranium exploration activities in the Canadian province of Newfoundland and Labrador, retaining a royalty interest in the Cochrane Pond property;

 

(d) To review and acquire additional mineral bearing properties; and

 

(e) Pursue additional financing through private placements, debt and/or joint ventures.

 

The Company retains the right until December 31, 2009 to elect to participate at a level of up to 20% with Sterlite Gold Ltd. or any of its affiliates in any exploration project undertaken in Armenia. This agreement is governed by New York law and includes New York courts as choice of forum. On October 2, 2006, Vendanta Resources Plc announced that its tender to take control of Sterlite Gold Ltd. was successful which made it a successor to the twenty percent participation with Sterlite Gold Ltd. In September 2007, Vedanta (and Sterlite) announced that they had closed a stock sale transaction with GeoProMining Ltd., which made GeoProMining Ltd. and its affiliates the successors to the 20% participation right.

 

The Company retains the right to participate up to 20% in any new projects undertaken by the Armenian company Sipan 1, LLC and successors to and affiliates of Iberian Resources Limited, which merged with Tamaya Resources Limited, in Armenia until August 15, 2015.  In addition, the Company has a 2.5% NSR royalty on production from the Lichkvaz-Tei and Terterasar mines as well as from any mining properties in a 20 kilometer radius of the town of Aigedzor in southern Armenia.  On February 28, 2007, Iberian Resources Limited announced its merger with Tamaya Resources Limited.  However, as of December 31, 2008, Iberian Resources and Tamaya have filed for bankruptcy in Australia and the Company has taken action to protect its rights.

 

The Company also anticipates spending additional funds in Armenia 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 4,750,000 million shares of Common Stock of the Company at an exercise price of $0.15 per share, which expire on December 9, 2013.  If these Warrants were exercised in full, the Company would receive $712,500 in gross proceeds.

 

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The Company may engage in research and development related to exploration and processing at Tukhmanuk during 2009, and anticipates purchasing processing plant and equipment assets.

 

The Company needs additional funds in order to conduct any active mining development and production operations in the foreseeable future. Especially in light of the international financial crisis starting in 2008, there can be no assurance that any financing for acquisitions or future projects will be available for such purposes or that such financing, if available, would be on terms favorable or acceptable to the Company.

 

Although the Company has received a going concern opinion from its independent public accounting firm, it is currently actively engaged in raising additional funds.  The Company has been able to continue based upon its receipt of funds from the issuance of equity securities and by acquiring assets or paying expenses by issuing stock, debt, or sale of assets. The Company's continued existence is dependent upon its continued ability to raise funds through the issuance of securities. Management's plans in this regard are to obtain other financing until profitable operation and positive cash flow are achieved and maintained. Although management believes that it will be able to secure suitable additional financing for the Company's operations, there can be no assurances that such financing will continue to be available on reasonable terms, or at all.

 

CRITICAL ACCOUNTING POLICIES

Stock Based Compensation - The Company periodically issues shares of Common Stock for services rendered or for financing costs. Such shares are valued based on the market price on the transaction date.  The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs.

The Company expenses stock options and warrants under the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R), "Share-Based Payment" (SFAS 123(R)). Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the

cost as expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model. The expense is recorded in the Consolidated Statements of Operations.

 

For the years ended December 31, 2008 and 2007, net loss and loss per share include the actual deduction for stock-based compensation expense. The total stock-based compensation expense for the years ended December 31, 2008 and 2007 was $1,031,919 and $1,467,946, respectively. The expense for stock-based compensation is a non-cash expense item.

 

Comprehensive Income - The Company has adopted Statement of Financial Accounting Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income". Comprehensive income is comprised of net income (loss) and all changes to stockholders' equity (deficit), except those related to investments by stockholders, changes in paid-in capital and distribution to owners.

 

The following table summarizes the computations reconciling net loss to comprehensive loss for the years ended December 31, 2008 and 2007.

 

		Year Ending December 31,
		2008				2007
Net loss		$	(8,953,113	)		$	(9,716,880	)
Unrealized gain arising
during year		$	56,704			$	2,194,161
Comprehensive loss		$	(8,896,409	)		$	(7,522,719	)

 

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."

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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.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company does not hold any market risk sensitive instruments nor does it have any foreign currency exchange agreements.  The Company maintains an inventory of unprocessed ore and gold concentrate which are carried on the balance sheet as of December 31, 2008 at $1,199,034 and $69,180, respectively, and unprocessed ore of $522,872 and no gold concentrate as of December 31, 2007 with our Armenian subsidiary Mego-Gold LLC.  The Company does not maintain any commodity hedges or futures arrangements with respect to this unprocessed ore.

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States and Armenia.  Bank deposits in the United States did not exceed federally insured limits as of December 31, 2008 but did exceed federally insured limits by approximately $101,000 as of December 31, 2007.  As of December 31, 2008 and December 31, 2007, the Company had approximately $10,000 and $163,000, respectively, in Armenian bank deposits and $27,000 and $70,000, respectively, in Chilean bank deposits, which may not be insured. The Company has not experienced any losses in such accounts through December 31, 2008 and as of the date of this filing.

 

The majority of the Company's present activities are in Armenia and Chile. As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, political action and political instability could impair the value of the Company's investments.

 

ITEM 8. FINANCIAL STATEMENTS

 

The audited consolidated financial statements of the Company, notes thereto and report of Independent Certified Public Accountants thereon for the fiscal years ended December 31, 2008 and December 31, 2007, by Sherb & Co, LLP, are attached hereto as a part of, and at the end of, this report.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not Applicable

 

ITEM 9A(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 Securities and 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, 2008, 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 Annual 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 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.

 

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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, 2008, 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, 2008.

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.

 

(b) 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 9B. OTHER INFORMATION

 

Not Applicable

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

The information required by this Item 10 is incorporated by reference from the Company's Proxy Statement relating to the 2009 Annual Meeting of Stockholders scheduled to be held on or around June 19, 2009.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this Item 11 is incorporated by reference from the Company's Proxy Statement relating to the 2009 Annual Meeting of Stockholders scheduled to be held on or around June 19, 2009.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information concerning required by this Item 12 is incorporated by reference from the Company's Proxy Statement relating to the 2009 Annual Meeting of Stockholders scheduled to be held on or around June 19, 2009.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this Item 13 is incorporated by reference from the Company's Proxy Statement relating to the 2009 Annual Meeting of Stockholders scheduled to be held on or around June 19, 2009.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this Item 14 is incorporated by reference from the Company's Proxy Statement relating to the 2009 Annual Meeting of Stockholders scheduled to be held on or around June 19, 2009.

 

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PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Financial Statements.

 

The following documents are filed as part of this report: Financial Statements of the Company, including the report 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, 2008 and December 31, 2007.

 

(b) Exhibits.

 

Exhibit 3.1

Amended and Restated Certificate of Incorporation of the Company, effective November 20, 2003. (1)

 

Exhibit 3.2

Amended and Restated Bylaws of the Company, effective November 20, 2003. (2)

 

Exhibit 10.1

Employment Agreement, dated as of January 1, 2007, by and between Global Gold Corporation and Hrayr  Agnerian. (3)

 

Exhibit 10.2

Labrador Uranium Claims Agreement, dated January 18, 2007. (4)

 

Exhibit 10.3

Agreement to Acquire Option on Cochrane Pond Property dated April 12, 2007. (5)

 

Exhibit 10.4

First Amendment of the January 23, 2006 Share Purchase Agreement (Athelea Investments), dated as of  May 30, 2007. (6)

 

Exhibit 10.5

Employment Agreement, dated as of June 15, 2007, by and between Global Gold Corporation and Jan  Dulman. (7)

 

Exhibit 10.6

Employment Agreement, dated as of June 15, 2007, by and between Global Gold Corporation and Lester  Caesar. (8)

 

Exhibit 10.7

Amended Employment  Agreement,  dated as of June 15, 2007, by and between Global Gold Corporation  and Hrayr Agnerian. (9)

 

Exhibit 10.8

Nominating and Governance Charter dated June 15, 2007. (10)

 

Exhibit 10.9

Madre De Dios Mining Property Joint Venture Agreement and Options for Chiloe and Ipun Island  properties dated as of August 9, 2007. (11)

 

Exhibit 10.10

Commitment to Contribute Mining Concession to a Contractual Mining Company (Unofficial English  Translation) dated as of August 19, 2007. (12)

 

Exhibit 10.11

Contractual Mining Company Agreement (Unofficial English Translation) dated as of  October 29, 2007. (13)

 

Exhibit 10.12

Amended Terms for Options on Chiloe and Ipun Island Properties dated March 31, 2008  and confirmed April 8, 2008. (14)

 

Exhibit 10.13

Chiloe and Ipun Island Properties Sale Agreement dated as of October 3, 2008. (15)

 

Exhibit 10.14

Royalty Agreement on Cochrane Pond Property, Newfoundland dated as of October 17, 2008. (16)

 

Exhibit 10.15

Private Placement Agreement, dated December 8, 2008.

 

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 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 and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.

 

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(1) Incorporated herein by reference to Exhibit 3.1 to the Company's annual report on 10-KSB for the year ended December 31, 2007 filed with the SEC on March 31, 2008.

(2) Incorporated herein by reference to Exhibit 3.2 to the Company's annual report on 10-KSB for the year ended December 31, 2007 filed with the SEC on March 31, 2008.

(3) Incorporated herein by reference to Exhibit 10.7 to the Company's annual report on 10-KSB for the year ended December 31, 2006 filed with the SEC on April 2, 2007.

 

(4) 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, 2007.

 

(5) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on April 13, 2007.

 

(6) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on May 31, 2007.

 

(7) Incorporated herein by reference to Exhibit 10.5 to the Company's quarterly report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC on August 14, 2007.

 

(8) Incorporated herein by reference to Exhibit 10.6 to the Company's quarterly report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC on August 14, 2007.

 

(9) Incorporated herein by reference to Exhibit 10.4 to the Company's quarterly report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC on August 14, 2007.

 

(10) Incorporated herein by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed with the SEC on June 20, 2007.

 

(11) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on September 7, 2007.

 

(12) Incorporated herein by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed with the SEC on September 7, 2007.

 

(13) Incorporated herein by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed with the SEC on November 1, 2007.

 

(14) Incorporated herein by reference to Exhibit 10.5 to the Company's current report on Form 8-K filed with the SEC on April 9, 2008.

 

(15) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on October 8, 2008.

 

(16) Incorporated herein by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed with the SEC on October 22, 2008.

 

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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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	GLOBAL GOLD CORPORATION (Registrant)
	By:	/s/ Van Z. Krikorian
		Van Z. Krikorian, Chairman, Chief Executive Officer and Director
		April 14, 2009 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/ Jan Dulman	4/14/09		/s/ Van Z. Krikorian	4/14/09
Jan Dulman Chief Financial Officer			Van Z. Krikorian, Chairman, Chief Executive Officer and Director
/s/ Drury J. Gallagher	4/14/09		/s/ Nicholas J. Aynilian	4/14/09
Drury J. Gallagher			Nicholas J. Aynilian
Chairman Emeritus,			Director
Treasurer and Director
/s/ Lester S. Caesar	4/14/09		/s/ Harry Gilmore	4/14/09
Lester S. Caesar			Harry Gilmore
Controller			Director
/s/ Ian C. Hague	4/14/09
Ian C. Hague
Director

 

 

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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 years ended December 31, 2008 and 2007	F-1
Consolidated Balance Sheets - as of December 31, 2008 and 2007	F-2
Consolidated Statements of Operations and Comprehensive Loss -
for the years ended December 31, 2008 and 2007 and the development
stage period from January 1, 1995 through December 31, 2008	F-3
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
- for the development stage period from January 1, 1995
through December 31, 2008	F-4 to F-6
Consolidated Statements of Cash Flows - for the years ended
December 31, 2008 and 2007 and the development stage
period from January 1, 1995 through December 31, 2008	F-7
Notes to Consolidated Financial Statements	F-8 to F-22

 

 

---

 

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 sheets of Global Gold Corporation and Subsidiaries (A Development Stage Company) as of December 31, 2008 and 2007 and the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for the years ended December 31, 2008 and 2007. 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, 2008 and 2007 and the results of their operations and their cash flows for the year ended December 31, 2008 and 2007 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

April 14, 2009

 

F-1

---

GLOBAL GOLD CORPORATION AND SUBSIDIARIES

(A Development Stage Company)

 

CONSOLIDATED BALANCE SHEETS
ASSETS
		December 31,
		2008				2007
CURRENT ASSETS:
Cash		$	228,371			$	298,032
Inventories			1,057,833				602,412
Tax refunds receivable			178,909				104,574
Royalty receivable			-				25,449
Prepaid expenses			8,459				23,852
Other current assets			39,141				94,259
TOTAL CURRENT ASSETS			1,512,713				1,148,578
LICENSES, net of accumulated amortization of $1,412,340 and $926,668, respectively			3,460,761				3,937,433
DEPOSITS ON CONTRACTS AND EQUIPMENT			440,510				1,694,016
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $1,591,207 and $854,453, respectively			2,802,415				2,836,118
		$	8,216,399			$	9,616,145
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	1,853,634			$	1,587,213
Deposit payable			150,000				-
Secured line of credit - short term portion			389,099				-
Current portion of note payable to Director			970,890				-
TOTAL CURRENT LIABILITIES			3,363,623				1,587,213
SECURED LINE OF CREDIT - LONG TERM PORTION			286,943				-
NOTE PAYABLE TO DIRECTOR			2,625,000				-
TOTAL LIABILITIES			6,275,566				1,587,213
STOCKHOLDERS' EQUITY
Common stock $0.001 par, 100,000,000 shares authorized;
39,187,023 shares issued and outstanding			39,187				33,866
Additional paid-in-capital			31,182,502				29,318,147
Accumulated deficit prior to development stage			(2,907,648	)			(2,907,648	)
Deficit accumulated during the development stage			(29,480,246	)			(20,527,133	)
Accumulated other comprehensive income			3,107,038				2,111,700
TOTAL STOCKHOLDERS' EQUITY			1,940,833				8,028,932
		$	8,216,399			$	9,616,145

 

The accompanying notes are an integral part of these audited financial statements

F-2

---

GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

										Cumulative amount
										from
		Year ended								January 1, 1995
		December 31,								through
		2008				2007				December 31, 2008
REVENUES		$	14,211			$	35,848			$	56,044
EXPENSES:
General and administrative			3,546,952				4,946,328				17,518,787
Mine exploration costs			3,127,266				6,497,722				13,208,713
Amortization and depreciation			1,221,491				895,304				2,905,676
Write-off on investment			-				-				135,723
Gain on sale of investment			-				(2,460,137	)			(2,779,778	)
Loss/(Gain) from investment in joint ventures			765,264				-				(2,373,701	)
Interest expense			187,008				-				461,008
Bad debt expense			151,250				-				151,250
Loss/(Gain) on foreign exchange			-				-				70,971
Gain on extinguishment of debt			(29,343	)			-				(29,343	)
Interest income			(2,564	)			(126,490	)			(357,238	)
TOTAL EXPENSES			8,967,324				9,752,727				28,912,069
Loss from Continuing Operations			(8,953,113	)			(9,716,880	)			(28,856,025	)
Discontinued Operations:
Loss from discontinued operations			-				-				386,413
Loss on disposal of discontinued operations			-				-				237,808
Net Loss Applicable to Common Shareholders			(8,953,113	)			(9,716,880	)			(29,480,246	)
Foreign currency translation adjustment			56,704				2,194,161				2,701,610
Unrealized gain on investments			-				-				353,475
Comprehensive Net Loss		$	(8,896,409	)		$	(7,522,719	)		$	(26,425,161	)
NET LOSS PER SHARE-BASIC
AND DILUTED		$	(0.26	)		$	(0.29	)
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND DILUTED			34,251,122				33,855,425

 

The accompanying notes are an integral part of these audited financial statements

F-3

---

GLOBAL GOLD CORPORATION AND SUBSIDIARIES
( A development Stage Enterprise )
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 

														Deficit
														Accumulated								Accumulated
														Prior to and								Other
										Additional				During the								Comprehensive				Total
		Common Stock								Paid-in				Development				Treasury				Income				Stockholders'
		Shares				Amount				Capital				Stage				Stock				(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
Recources, 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 as 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 as of 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 as of December 31, 1997			4,348,114				4,348				4,729,825				(4,628,317	)			-				-				105,856
Net income			-				-				-				34,944				-				-				34,944
Balance as of 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 loss			-				-				-				(93,826	)			-				-				(93,826	)
Balance as of 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	)

 

 

F-4

---

Balance as 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 loan on investment			-				-				-				-				-				(15,000	)			(15,000	)
Balance as of 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 as of 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				(1,800	)			-				-				-				-
at $0.25 per share, June			900,000				900				(900	)			-				-				-				-
at $0.25 per share, December			90,000				90				(90	)			-				-				-				-
Amortization of deferred compensation			-				-				165,802				-				-				-				165,802
Issuance of common stock for services:
at $0.25 per share, January			500,000				500				24,500				-				-				-				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	)			(24,500	)			-				-				-				(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 as of December 31, 2003			9,558,134				9,558				5,645,567				(5,424,305	)			-				31,128				261,948
Issuance of common stock for compensation			250,000				250				(250	)															-
Forfeiture of common stock for compensation			(526,833	)			(527	)			527																(0	)
Sale of common stock			3,000,000				3,000				1,482,000				-				-				-				1,485,000
Issuance of common stock for services			90,000				90				(90	)															-
Issuance of common stock for payable			240,000				240				113,260																113,500
Amortization of unearned compensation											316,756																316,756
Net loss															(688,039	)			-								(688,039	)
Unrealized gain on investment			-				-				-				-				-				(31,128	)			(31,128	)
Balance as of December 31, 2004			12,611,301				12,611				7,557,770				(6,112,344	)			-				-				1,458,037
Issuance of common stock for compensation:
at $0.50 per share, January			850,000				850				(850	)			-				-				-				-
at $1.00 per share, June			170,000				170				(170	)			-				-				-				-
at $1.50 per share, December			45,000				45				(45	)			-				-				-				-
Sale of common stock			4,000,000				4,000				2,996,000				-				-				-				3,000,000
Less: Selling expense for sale of common stock							-				(39,000	)															(39,000	)
Exercise of warrants			220,000				220				54,780																55,000
Amortization of unearned compensation											292,994																292,994
Net loss															(2,309,187	)											(2,309,187	)
Foreign currency translation adjustment			-				-				-				-				-				(38,511	)			(38,511	)

F-5

---

Balance as of December 31, 2005			17,896,301				17,896				10,861,479				(8,421,531	)			-				(38,511	)			2,419,333
Issuance of common stock for compensation:
at $1.50 per share, February			274,000				274				35,726				-				-				-				36,000
at $1.70 per share, June			925,000				925				(925	)			-				-				-				-
at $1.25 per share, September			200,000				200				(200	)			-				-				-				-
Forfeiture of common stock for compensation			(40,000	)			(40	)			40																-
Issuance of common stock for payable:
at $1.15 per share, January			100,000				100				114,900																115,000
Sale 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
Exercise of warrants			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 compensation											1,017,742																1,017,742
Net loss															(5,296,370	)											(5,296,370	)
Other comprehensive income			-				-				-				-				-				842,731				842,731
Balance as of December 31, 2006			32,755,301				32,755				26,698,337				(13,717,901	)			-				804,220				13,817,411
Issuance of common stock for compensation:
at $0.88 per share, January 1			83,334				83				(83	)			-				-				-				(0	)
at $0.86 per share, January 11			50,000				50				(50	)			-				-				-				-
at $0.83 per share, June			286,666				287				(287	)			-				-				-				(0	)
Forfeiture of common stock for compensation			(172,500	)			(173	)			(3,786	)															(3,958	)
Issuance of common stock for payable:
at $2.00 per share, September (2006)			500,000				500				999,500																1,000,000
at $0.86 per share, January			63,250				63				54,332																54,395
at $0.85 per share, April			150,000				150				127,350																127,500
Issuance of options for compensation											481,446																481,446
Exercise of warrants			150,000				150				16,350																16,500
Accrual of stock bonuses issued in 2008											(14,850	)															(14,850	)
Accrual of interest on note											(26,612	)															(26,612	)
Amortization of unearned compensation											986,500																986,500
Net loss															(9,716,880	)											(9,716,880	)
Other comprehensive income			-				-				-				-				-				1,307,480				1,307,480
Balance as of December 31, 2007			33,866,051				33,866				29,318,147				(23,434,781	)			-				2,111,700				8,028,932
Issuance of common stock for compensation:
at $0.17 per share, November 11			200,000				200				33,800				-				-				-				34,000
at $0.10 per share, December 10			20,000				20				(20	)			-				-				-				-
Issuance of common stock for payable:
at $0.55 per share, February 11			153,750				154				84,409																84,563
at $0.17 per share, November 11			100,000				100				16,900																17,000
Issuance of options for compensation											279,925																279,925
Conversion of note receivable into shares			(152,778	)			(153	)			(48,750	)															(48,903	)
Issuance of common stock for acquistion:
at $0.45 per share, April 8			250,000				250				112,250																112,500
Accrual of interest on note											(2,555	)															(2,555	)
Sale of common stock for cash			4,750,000				4,750				470,250				-				-				-				475,000
Amortization of unearned compensation											717,994																717,994
Net loss															(8,953,113	)											(8,953,113	)
Other comprehensive income			-				-				-				-				-				1,195,490				1,195,490
Balance as of December 31, 2008			39,187,023			$	39,187			$	30,982,350			$	(32,387,894	)		$	-			$	3,307,190			$	1,940,833

 

The accompanying notes are an integral part of these audited financial statements

F-6

---

GLOBAL GOLD CORPORATION AND SUBSIDIARIES
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

										January 1, 1995
		Year Ended								Cumulative amount
		December 31,								through
		2008				2007				December 31, 2008
OPERATING ACTIVITIES:
Net loss		$	(8,953,113	)		$	(9,716,880	)		$	(29,480,246	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization of unearned compensation			717,994				986,500				3,497,788
Stock option expense			279,925				481,446				987,265
Amortization expense			491,298				380,133				1,638,024
Depreciation expense			730,193				515,171				1,493,560
Accrual of stock bonuses			-				84,563				56,613
Write-off of investment			-				-				135,723
Loss on disposal of discontinued operations			-				-				237,808
Equity in loss on joint venture			-				-				12,000
Gain on extinguishment of debt			(29,343	)			-				(139,766	)
Gain on sale of investments (non-cash portion)		-					-				(2,470,606	)
Bad debt expense			151,250				-				151,250
Other non-cash expenses			(17,458	)			(26,612	)			155,567
Changes in assets and liabilities:
Other current and non current assets			932,210				(1,232,214	)			(1,249,023	)
Accounts payable and accrued expenses			433,421				736,231				2,361,252
NET CASH FLOWS USED IN OPERATING ACTIVITIES			(5,263,623	)			(7,791,661	)			(22,612,791	)
INVESTING ACTIVITIES:
Purchase of property, plan and equipment			(703,051	)			(1,705,686	)			(4,020,570	)
Proceeds from sale of Armenia mining interest			-				-				1,891,155
Proceeds from sale of Tamaya Common Stock - basis not in income		-					2,497,600				2,497,600
Proceeds from sale of investment in common stock of Sterlite Gold		-					-				246,767
Investment in joint ventures			-				-				(260,000	)
Investment in mining licenses			(9,000	)			(1,654,165	)			(5,756,101	)
NET CASH USED IN INVESTING ACTIVITIES			(712,051	)			(862,251	)			(5,401,149	)
FINANCING ACTIVITIES:
Net proceeds from private placement offering			475,000				-				18,155,104
Repurchase of common stock			-				-				(25,000	)
Secured line of credit			676,042				-				676,042
Due to related parties			3,595,891				-				3,573,673
Warrants exercised			-				16,500				2,322,250
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		4,746,933					16,500				24,702,069
EFFECT OF EXCHANGE RATE ON CASH			1,159,080				1,919,065				3,528,890
NET INCREASE/(DECREASE) IN CASH			(69,661	)			(6,718,348	)			217,019
CASH AND CASH EQUIVALENTS - beginning of period		298,032					7,016,380				11,352
CASH AND CASH EQUIVALENTS - end of period		$	228,371			$	298,032			$	228,371
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid		$	-			$	-			$	2,683
Interest paid		$	-			$	-			$	15,422
Noncash Transactions:
Stock issued for deferred compensation		$	36,000			$	354,267			$	3,629,500
Stock forfeited for deferred compensation		$	-			$	210,550			$	742,500
Stock issued for mine acquisition		$	112,500			$	127,500			$	1,227,500
Stock issued for accounts payable		$	17,000			$	-			$	25,000
Stock issued in exchange for accrued bonuses		$	84,563			$	-			$	84,563
Shares cancelled for receivable settlement		$	77,917			$	-			$	77,917
Mine acquisition costs in accounts payables		$	-			$	-			$	50,697

 

The accompanying notes are an integral part of these audited financial statements

F-7

---

 

GLOBAL GOLD CORPORATION AND SUBSIDIARIES

 (A Development Stage Company)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2008 AND 2007

 

1. ORGANIZATION AND BUSINESS

 

Global Gold Corporation (the “Company” or “Global Gold”) is currently in the development stage. It is engaged in exploration for, and development and mining of, gold, uranium, and other minerals in Armenia, Canada and Chile. The Company's headquarters are located in Greenwich, CT and its subsidiaries maintain offices and staff in Yerevan, Armenia, Santiago, Chile and Toronto, Canada. The Company was incorporated as Triad Energy Corporation in the State of Delaware on February 21, 1980 and, as further described hereafter, conducted other business prior to its re-entry into the development stage of mineral exploration and mining on January 1, 1995. During 1995, the Company changed its name from Triad Energy Corporation to Global Gold Corporation to pursue certain gold and copper mining rights in the former Soviet Republics of Armenia and Georgia. The Company's stock is publicly traded. The Company employs approximately 100 people globally on a year round basis and an additional 200 people on a seasonal basis.

 

In Armenia, the Company’s focus is primarily on the exploration, development and production of gold at the Tukhmanuk property in the North Central Armenian Belt.  The Company is also focused on the exploration and development of the Marjan and an expanded Marjan North property.  In addition, the Company is exploring and developing other sites in Armenia including the Company’s Getik property.  The Company also holds royalty and participation rights in other locations in the country through affiliates and subsidiaries.

 

In Chile, the Company’s focus is primarily on the exploration, development and production of gold at the Madre de Dios and Puero properties in south central Chile, near Valdivia.  The Company is also engaged in identifying exploration and production opportunities at other locations in Chile.

 

In Canada, the Company has engaged in uranium exploration activities in the provinces of Newfoundland and Labrador, but is phasing out this activity, retaining a royalty interest in the Cochrane Pond property in Newfoundland.

 

The Company also assesses exploration and production opportunities in other countries.

 

The subsidiaries of 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, royalty and participation interests, as well as shares of operating companies in Armenia.

 

On December 21, 2003, Global Gold Mining acquired 100% of the Armenian limited liability company SHA, LLC (renamed Global Gold Hankavan, LLC ("GGH") as of July 21, 2006), which held the license to the Hankavan and Marjan properties in Armenia.

 

On August 1, 2005, Global Gold Mining acquired 51% of the Armenian limited liability company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property and seven surrounding exploration sites.  On August 2, 2006, Global Gold Mining acquired the remaining 49% interest of Mego-Gold, LLC, leaving Global Gold Mining as the owner of 100% of Mego-Gold, LLC.

 

On January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of the Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company, LLC") and its approximately 27 square kilometer Getik gold/uranium exploration license area in the northeast Geghargunik province of Armenia.  As of May 30, 2007, Global Gold Mining acquired the remaining 20% interest in Getik Mining Company, LLC, leaving Global Gold Mining as the owner of 100% of Getik Mining Company, LLC.

 

On January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate the Company's uranium exploration activities in Canada. Global Gold Uranium was qualified to do business in the Canadian Province of Newfoundland and Labrador.

 

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On August 9, 2007 and August 19, 2007, the Company, through Minera Global, entered agreements to form a joint venture and on October 29, 2007, the Company closed its joint venture agreement with members of the Quijano family by which Minera Global assumes a 51% interest in the placer and hard rock gold Madre de Dios and Puero properties in south central Chile, near Valdivia. The name of the joint venture company is Compania Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia”).

 

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, 2008.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis for Presentation - The consolidated financial statements at December 31, 2008 and 2007, and for the years then ended were prepared assuming that the Company would continue as a going concern. Since its inception, the Company, a development stage enterprise, has generated revenues of $56,044 (other than interest income, the proceeds from the sale of an interest in an Armenian mining venture with Iberian Resources Ltd., and the sale of common stock of marketable securities received as consideration, therewith) while incurring losses in excess of $29,400,000. Management pursued 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 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 consolidated financial statements were prepared on a going concern basis, which contemplated the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements at December 31, 2008 and 2007 and for the years 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 instruments are reasonable estimates of their fair value because of the short-term nature of such instruments.

e. Inventory - Inventory consists of the following at December 31, 2008 and 2007:

 

		2008				2007
Ore		$	796,235			$	522,873
Concentrate			98,311				-
Materials, supplies and other			163,287				79,539
Total Inventory		$	1,057,833			$	602,412

 

Ore inventory consists of unprocessed ore at the Tukhmanuk mining site in Armenia. The concentrate and unprocessed ore are stated at the lower of cost or market.

f.   Investment in Tamaya Resources Limited Stock - The Company classifies its marketable equity securities as available for sale in accordance with SFAS No. 115.  During the year ended December 31, 2007, the Company sold all 20,000,000 shares of the Tamaya Resources Limited Stock that it owned which resulted in a realized gain of $2,460,137.  As of December 31, 2007, the Company no longer had any investment in Tamaya Resources Limited Stock.

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.

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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.  The total number of warrants plus options that are exercisable at December 31, 2008 and 2007 was 6,352,500 and 4,497,916, respectively.

j. Stock Based Compensation - The Company periodically issues shares of common stock for services rendered or for financing costs. Such shares are valued based on the market price on the transaction date.  The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs.

The Company expenses stock options and warrants under the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R), "Share-Based Payment" (SFAS 123(R)). Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model. The expense is recorded in the Consolidated Statements of Operations.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.

 

For the years ended December 31, 2008 and 2007, net loss and loss per share include the actual deduction for stock-based compensation expense. The total stock-based compensation expense for the year ended December 31, 2008 and 2007 was $1,031,919 and $1,467,946, respectively. The expense for stock-based compensation is a non-cash expense item.

 

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, 2008 and 2007.

 

		Year Ending December 31,
		2008				2007
Net loss		$	(8,953,113	)		$	(9,716,880	)
Unrealized gain arising
during year		$	56,704			$	2,194,161
Comprehensive loss		$	(8,896,409	)		$	(7,522,719	)

 

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.

 

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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 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.  At December 31, 2008 and 2007, amortization expense totaled $491,298 and $380,133, respectively.  Amortization expense over the next five years will be:

 

Year		Amount
2009		$	464,632
2010		$	464,632
2011		$	464,632
2012		$	464,632
2013		$	464,632
thereafter		$	1,137,610

 

s. Reclamation and Remediation Costs (Asset Retirement Obligations) - Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on management's current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations. The Company has accrued approximately $60,000 as December 31, 2008 which it needs to pay towards it environmental costs.

 

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.

t. Revenue Recognition - Sales are recognized and revenues are recorded when title transfers and the rights and obligations of ownership pass to the customer. The majority of the company's metal concentrates are sold under pricing arrangements where final prices are determined by quoted market prices in a period subsequent to the date of sale. In these circumstances, revenues are recorded at the times of sale based on forward prices for the expected date of the final settlement.    The Company also possesses Net Smelter Return (“NSR”) royalty from non-affiliated companies.  As the non-affiliated companies recognize revenue, as per above, the Company is entitled to its NSR royalty percentage and royalty income is recognized and recorded.  In 2008 and 2007, the Company recognized $14,211 and $25,449, respectively, of royalty income from a 2.5% NSR royalty from Tamaya Resources Limited’s Lichkvadz-Tei and Terterasar properties in Armenia.

 

u. New Accounting Standards:

 

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting—the acquisition method—to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

 

This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

 

This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.

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This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

In December 2007, the FASB issued FASB Statement No. 160 – Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance.

 

This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

 

A non-controlling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (a) The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, (b)  The amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, (c)  Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment rather than the carrying amount of that retained investment, (e) Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.

 

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

In March 2008, the FASB issued FASB Statement No. 161, which amends and expands the disclosure requirements of FASB Statement No. 133 with the intent to provide users of financial statements with an enhanced understanding of; how and why an entity uses derivative instruments, how the derivative instruments and the related hedged items are accounted for and how the related hedged items affect an entity’s financial position, performance and cash flows. This Statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for non-governmental entities. The Company is currently evaluating the effects, if any, that SFAS No. 162 may have on its financial reporting.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) . FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants . Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s non-convertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company has adopted FSP APB 14-1 beginning January 1, 2009, and this standard must be applied on a retroactive basis. The Company is evaluating the impact the adoption of FSP APB 14-1 will have on its consolidated financial position and results of operations.

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On June 16, 2008, the FASB issued final Staff Position (FSP) No. EITF 03-6-1, “ Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ,” to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. The FSP determines that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of (FSP) No. EITF 03-6-1 as well as the impact of the adoption on its consolidated financial statements.

In June 2008, the FASB ratified Emerging Issues Task Force Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock.  Warrants that a company issues that contain a strike price adjustment feature, upon the adoption of EITF 07-5, are no longer being considered indexed to the company’s own stock. Accordingly, adoption of EITF 07-5 will change the current classification (from equity to liability) and the related accounting for such warrants outstanding at that date. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of EITF 07-5 will have on its financial statement presentation and disclosures.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4 and FIN 46(R)-8 amends FAS 140 and FIN 46(R) to require additional disclosures regarding transfers of financial assets and interest in variable interest entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for interim or annual reporting periods ending after December 15, 2008. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did not have an impact on its consolidated financial position and results of operations.

 

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, 2008 and 2007.

 

		2008				2007
Property, plant and equipment		$	4,393,622			$	3,690,571
Less accumulated depreciation			(1,591,207	)			(854,453	)
		$	2,802,415			$	2,836,118

 

The Company had depreciation expense for the year ended December 31, 2008 and 2007 of $730,193 and $515,171, respectively.

 

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

As of December 31, 2008 and 2007, the accounts payable and accrued expenses consisted of the following:

 

		2008				2007
Drilling work payable		$	292,417			$	1,070,459
Accounts payable			1,501,178				285,468
Accrued expenses			60,039				231,286
		$	1,853,634			$	1,587,213

 

5. DEPOSIT PAYABLE

 

On August 28, 2008, the Company received an advance of $150,000 from one of the Madre Gold, LLC members on the anticipated signing of the July 31, 2008 Agreement, as further described in the Agreements section below.   As of September 16, 2008, the agreement was terminated due to non performance of one of the closing obligations by one of the parties.  As partial compensation for the non-performing party’s breach of contract, the Company has retained this deposit as of the date of this filing.

 

6.  SECURED LINE OF CREDIT

 

The Company has secured a secured line of credit from Arexim bank in Armenia.  The Company pledged certain mining equipment with an approximate value of $817,550 at its Tukhmanuk property against the line of credit.  The maximum credit is for $656,631.  As of December 31, 2008, the Company had used $655,291 of which $368,347 is payable in 2009 and $284,712 is payable in 2010.  The credit accrues interest at approximately 15% per year.  The balance owed at December 31, 2008 was $676,042 which includes accrued interest of $20,751.

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7. SEGMENT REPORTING BY GEOGRAPHIC AREA

The Company has sold its products to various customers primarily in former Soviet Union, but as of March 24, 2009 the Company entered into an agreement to sell the output of gold and silver concentrates from the Tukhmanuk mine to a Swiss based company.  The Company performs ongoing credit evaluations on its customers and generally does not require collateral.  The Company operates in a single industry segment, production of gold and other precious metals including royalties from other non-affiliated companies production of gold and other precious metals.

For the fiscal years end December 31, 2008 and 2007, all of the Company’s revenue was $14,211 and $35,848, respectively, which was all derived from Armenia.

The following summarizes identifiable assets by geographic area:

		Year Ending December 31,
		2008				2007
Armenia		$	5,896,980			$	6,703,566
Chile			1,991,088				2,205,715
Canada			40,882				368,382
United States			287,449				338,482
		$	8,216,399			$	9,616,145

 

The following summarizes operating losses before provision for income tax:

 

		Year Ending December 31,
		2008				2007
Armenia		$	5,118,742			$	4,862,395
Chile			865,482				142,058
Canada			405,085				702,426
United States			2,563,804				4,010,001
		$	8,953,113			$	9,716,880

 

8. 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, 2008, bank deposits in the United States did not exceed federally insured limits.  At December 31, 2008, the Company had approximately $10,000 in Armenian bank deposits and $27,000 in Chilean bank deposits, which may not be insured. The Company has not experienced any losses in such accounts through December 31, 2008.

The majority of the Company's present activities are in Armenia and Chile. As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, political action and political instability could impair the value of the Company's investments.

9. OFFICERS' COMPENSATION AND RELATED TRANSACTIONS

The Company values shares issued to officers using the fair value of common shares on grant date.

On January 1, 2007, the Company entered into an employment agreement with Hrayr Agnerian, designating him as the Company's Senior Vice President for Exploration and Development.  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. On June 15, 2007, the Company entered into an

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representing a 140% increase over his previous salary effective June 1, 2007 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 December 31, 2008. Pursuant to the revised agreement, Mr. Agnerian was also granted an additional (i) 116,666 shares of restricted stock to vest in three equal installments of 38,889 shares each on December 31, 2007, June 30, 2008 and December 31, 2008 and (ii) 116,666 stock options to purchase Common Stock at $0.83 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2007), to vest in equal installments of 58,333 shares each on December 31, 2007, and December 31, 2008. The restricted stock and options previously awarded to Mr. Agnerian will continue to vest pursuant to his original Employment Agreement. 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.  On December 31, 2008, Mr. Agnerian’s contract was terminated.

On January 11, 2007, the Company 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 20,750 shares of common stock at $0.86 per share for a total value of $17,845.  The $26,445 was included in officers' compensation and in accounts payable and accrued expenses as of December 31, 2006.

On January 11, 2007, the Company also 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.  The $27,950 was included in unearned compensation and in accounts payable and accrued expenses as of December 31, 2006.

 

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 shares of 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.

 

On June 15, 2007, the Company approved a new employment agreement for Jan Dulman with respect to his employment as the Controller of the Company. The Board of Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The revised new agreement provides that Mr. Dulman will resign as Controller and assume the title of Chief Financial Officer effective June 1, 2007 and will receive an annual base salary of $125,000, representing a 108% 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 new agreement is for two years and two months terminating on July 31, 2009. Pursuant to the new agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to vest in four equal installments of 37,500 shares each on January 31, 2008, July 31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to purchase Common Stock at $0.83 per share (the arithmetic mean of the high and low prices of the Company's stock on June 15, 2007), to vest in equal installments of 75,000 shares each on August 1, 2007, and August 1, 2008.

 

The restricted stock and options previously awarded to Mr. Dulman will continue to vest pursuant to his original Employment Agreement. 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.

 

On June 15, 2007, the Company approved the employment agreement of Lester Caesar with respect to his employment as the Controller effective June 1, 2007. Effective August 1, 2007, Mr. Caesar will receive an annual base salary of $30,000, representing a 29% decrease 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 new agreement is for one year commencing on August 1, 2007 and terminating on July 31, 2008. Pursuant to the new agreement, Mr. Caesar was also granted 20,000 shares of restricted stock to vest in equal installments of 10,000 shares each on January 31, 2007, and July 31, 2008. The restricted stock previously awarded to Mr. Caesar will continue to vest pursuant to his original employment agreement. 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.

 

On June 18, 2007, the resignation of Mr. Michael Mason as the President and Chief Operating Officer of the Company and his assumption of consultant role was effective. In connection with this transition and pursuant to the applicable restricted stock awards from the Company, a total of 150,000 shares and 100,000 options previously granted to Mr. Mason did not vest and have reverted back to the Company.

 

On August 2, 2007, the resignation of Mr. Frank Pastorino as the Director of Business Operations in Armenia of Global Gold Mining was effective. In connection with this transition and pursuant to the applicable restricted stock awards from the Company, a total of 22,500 shares previously granted to Mr. Pastorino did not vest and have reverted back to the Company.

 

On December 14, 2007, the Company authorized a stock bonus to Dr. Urquhart of 100,000 shares of common stock at $0.55 per share for a total value of $55,000 based on the market share price.  The shares were issued for services rendered in 2007 and immediately vested.   The shares were issued on February 11, 2008.  The Company also declared stock bonuses to 82 employees in Armenia for a total of 26,750 shares of common stock at $0.55 per share for a total value of $14,713 based on the market share price. The $69,713 was included in officers' compensation and in accounts payable and accrued expenses as of December 31, 2007.

 

F-15

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On December 14, 2007, the Company also declared stock bonuses to 8 key employees in Armenia for a total of 27,000 shares of common stock at $0.55 per share for a total value of $14,850 which vest over 2 years. The shares were issued on February 11, 2008.  As of December 31, 2007, the $14,850 was included in unearned compensation and in accounts payable and accrued expenses.

On April 8, 2008, the Company issued as directors fees to each of the five directors (Nicholas Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague, and Van Z. Krikorian) stock options to purchase 100,000 Common Stock of the Company each at $0.45 per share, vesting on October 8, 2008. The option grants were made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.

 

On August 1, 2008, pursuant to his employment agreement, Mr. Caesar’s agreement was automatically extended for an additional year though July 31, 2009.  On December 10, 2008, Mr. Caesar was granted 20,000 shares of restricted stock to vest in equal installments of 10,000 shares each on January 31, 2009, and July 31, 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.

Between September 3, 2008, and September 9, 2008, Nicholas Aynilian, one of the Company’s independent directors, purchased a total of 192,002 shares on the open market at $0.10 per share.  The purchase was made in accordance with the Company’s insider trading policies.

 

On October 3, 2008, the Company authorized the issuance of 300,000 shares of restricted common stock to Dr. Urquhart at $0.17 per share for a total value of $51,000 based on the market share price.  The shares were issued both as a bonus for services rendered in 2008 (200,000 shares) and in exchange for cancellation of $46,343 of debt (100,000 shares).  The shares vested immediately.

 

On October 8, 2008, Nicholas Aynilian, an independent Director of the Company, had an open order to purchase 250,000 shares of the Company’s common stock inadvertently executed and filled.  Upon becoming aware of this transaction and to avoid any appearance of a conflict, per our inside trading policies, Mr. Aynilian immediately sold the 250,000 shares on October 15, 2008 and disgorged profits to the Company.

 

On December 31, 2008, pursuant to his employment agreement, Mr. Gallagher’s agreement was automatically extended for an additional year through December 31, 2009 under the same terms.

 

Compensation expense for the years ended December 31, 2008 and 2007 was $2,927,192 and $2,897,118. The amount of total deferred compensation amortized for the years ended December 31, 2008 and 2007 was $717,994 and $986,500.

 

The following table illustrates the Company's compensation commitments for the next 5 years as of December 31, 2008.

 

Year		Amount
2009		$	570,388
Thereafter			-

 

During the year ended December 31, 2007, the Company paid New-Sense Geophysics Limited a total of $440,997 for airborne magnometry work performed on its Cochrane Pond property.  New-Sense Geophysics Limited is owned and operated by the Company's Vice President, Dr. Ted Urquhart.

 

On February 7, 2008, the Company received a short term loan in the amount of $260,000, an additional $280,000 loan on March 10, 2008, and an additional $300,000 loan on April 14, 2008 (collectively, the “Loans”), from Ian Hague, a director of the Company, which Loans accrue interest, from the day they are issued and until the day they are repaid by the Company, at an annual rate of 10%. The Company promises to repay, in full, the Loan and all the Interest accrued thereon on the sooner of: (1) Mr. Hague’s demand after June 6, 2008; or (2) from the proceeds of any financing the company receives over $1,000,000. The Company may prepay this loan in full at any time. But if it is not repaid by June 10, 2008, Mr. Hague will have the right, among other rights available to Mr. Hague under the law, to convert the loan plus accrued interest to Common Stock of the Company at the price calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive Plan.  In addition, Mr. Hague will have the right at any time to convert the terms of all or a portion of the Loan to the terms provided to any third party investor or lender financing the company.  In connection with the Loan, pursuant to the Company’s standing policies, including it’s Code of Business Conduct and Ethics and Nominating and Governance Charter, the Board of Directors, acting without the participation of Mr. Hague, reviewed and approved the Loan and its terms, and determined the borrowings to be in the Company’s best interest.  On May 12, 2008, the Company received an advance of $1,500,000 and an additional advance of $800,000 on July 7, 2008 (collectively, the “Advances”), from Mr. Hague on the anticipated signing of the July 31, 2008 Agreement.  On September 23, 2008, after the termination of the July 31, 2008 Agreement, the Company restructured the Loans and the Advances into a new agreement (the “Loan and Royalty”) which became effective November 6, 2008.  Key terms of the Loan and Royalty include interest accruing from September 23, 2008 until the day the loan is repaid in full at an annual rate of 10% and the Company granting a royalty of 1.75% from distributions to the Company from the sale of gold and all other metals produced from the Madre De Dios property currently included in the Global Gold Valdivia joint venture with members of the Quijano family.  At December 31, 2008 accrued interest was $166,257.

F-16

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10. 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, 2008, the Company had net deferred tax assets of $10,876,000. The Company has provided a valuation allowance, which increased during 2008 by $3,574,000, 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, 2008.

 

Deferred tax assets:
Net operating loss carryforward		$	10,481,000
Stock option expense			395,000
Net deferred tax asset			10,876,000
Valuation allowance			(10,876,000	)
		$	-

 

The provision for income taxes for year ended December 31, 2008 and 2007 differs from the amount computed by applying the statutory federal income tax rate (35%) to income before income taxes as follows:

 

		2008				2007
Income tax benefit computed at statutory rate		$	3,133,000			$	3,401,000
State tax benefit (net of federal)			448,000				486,000
Permanent differences (book stock comp versus
tax stock comp)			(7,000	)			(50,000	)
Increase in valuation allowance			(3,574,000	)			(3,837,000	)
Provision for income taxes		$	-			$	-

 

The Company had net operating loss carry forwards for tax purposes of approximately $25,500,000 at December 31, 2008 expiring at various dates from 2013 to 2028. 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.

 

11. COMMON STOCK

 

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 and surrounding exploration sites as well as the owner of the related processing plant and other assets.  On August 2, 2006, Global Gold Mining exercised its option to acquire the remaining forty-nine percent (49%) of Mego-Gold, LLC, 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, Global Gold Mining 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 (“Note”) to Global Gold Mining, with interest in arrears on the unpaid principal balance at an annual rate equal to ten percent (10%). At any time following September 18, 2006, the Company, at its sole option, had the right to convert all of Maker's debt from the date of the Note to the date of conversion into shares of common stock of the Company at the conversion price of $1.50 per share 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. On September 16, 2007, the contingency period expired without exercise, extension or amendment. The Company has accounted for this by booking the 500,000 shares, at the fair market value of $1,000,000, into Additional Paid-In Capital.  The Company also booked the $200,000 secured loan into Note Receivable and accrued interest, from inception of Note as per the terms of the Note above, into Additional Paid-In Capital.  On February 12, 2008 the Company exercised its option and converted the Note and accrued interest into one hundred fifty two thousand seven hundred seventy eight shares (152,778), which were then cancelled.  As a result, the Company recorded bad debt expense of $151,250 for the difference in the value of the stock and the amount owed to the Company.

 

On January 11, 2007, 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.

F-17

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In December 2008, the Company sold 4,750,000 units at $0.10 per share in a private placement. The units included 4,750,000 common shares and 4,750,000 warrants exercisable at $0.15 per share and expire on or before December 9, 2013.

 

12. 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.  On June 20, 2007, Global Gold Corporation sold $16,500 in common shares, pursuant to exemptions from registration requirements of the Securities Act to Drury Gallagher, the Company's Chairman Emeritus, Treasurer and Secretary.  The transaction involved the exercise of options originally issued on June 30, 2002.  The transaction involved the issuance of 150,000 shares of common stock at $0.11 per share in accordance with the options.  As of December 31, 2007 there were no options remaining outstanding under the 1995 Stock Option 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.  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 shares of Common Stock of the Company each at $.86 per share .

 

On December 31, 2008, Warrants, that were previously extended through December 31, 2008, expired.

 

The Company estimates the fair value of stock options using a Black-Scholes valuation model and the following assumption terms: 1-3 years; interest rate: 5.0% to 5.7%; volatility: 100 - 160%. The expense is recorded in the Consolidated Statements of Operations.

 

The fair value of options granted at December 31, 2008 and 2007 was $100,000 and $157,167, respectively.

 

The following tables illustrates the Company's stock warrant and option issuances and balances outstanding as of, and during the years ended December 31, 2008 and December 31, 2007, respectively.

 

		WARRANTS								OPTIONS								STOCK AWARDS
		Shares				Weighted				Shares				Weighted				Restricted				Weighted
		Underlying				Average				Underlying				Average				Stock				Average
		Warrants				Exercise Price				Warrants				Exercise Price				Awards				Market Price
Outstanding at December 31, 2006			6,466,666			$	1.82				662,500			$	0.95				5,137,168			$	0.70
Granted			-				-				865,000				0.85				420,000				0.84
Canceled			(3,000,000	)			1.42				(100,000	)			1.25				(172,500	)			1.22
Exercised			-				-				(150,000	)			0.11				-				-
Sold in units			-				-				-				-				-				-
Outstanding at December 31, 2007			3,466,666			$	2.00				1,277,500			$	0.93				5,384,668			$	0.69
Granted			4,750,000				0.15				500,000				0.45				220,000				0.16
Canceled			(3,466,666	)			2.00				(100,000	)			1.25				-				-
Exercised			-				-				-				-				-				-
Sold in units			-				-				-				-				-				-
Outstanding at December 31, 2008			4,750,000			$	0.15				1,677,500			$	0.90				5,604,668			$	0.67
Vested shares and fair value			4,750,000			$	0.15				1,602,500			$	0.90				5,282,668			$	0.63
Total intrinsic value			-				-				-				-				-				-

 

F-18

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In the twelve months ended December 31, 2008 and 2007, there were no options exercised.  The following is additional information with respect to the Company's options and warrants as of December 31, 2008.

 

WARRANTS OUTSTANDING								WARRANTS 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
$   0.15		4,750,000		4.94 years		$    0.15		4,750,000		$     0.15
OPTIONS OUTSTANDING								OPTIONS 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
$     0.90		1,677,500		8.29 years		$    0.90		1,602,500		$     0.90

 

F-19

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13. AGREEMENTS AND COMMITMENTS

 

a. 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 (20,000 shares initial deposit). 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.  With respect to the Shallow Lake transaction, the sellers breached a representation and warranty to keep the license rights in force for a period after acquisition, several of the licenses lapsed, and Global Gold Uranium, in its own name, successfully staked the same licenses in June 2007. The Company has not issued the initial 20,000 shares of Common Stock of the Company.

 

b . On April 12, 2007, Global Gold Uranium entered into an agreement to acquire an option for the Cochrane Pond license area ("the Agreement") with Commander Resources Ltd. ("Commander") and Bayswater Uranium Corp. ("Bayswater"). The Cochrane Pond property consists of 2,600 claims within 61,000 hectares (approximately 150,708 acres).  The Agreement is subject to board approval and the conclusion of an option agreement. The relevant boards subsequently approved. Major terms include the following. Global Gold Uranium may earn a 51% equity interest over a period of four years in Cochrane Pond Property by completing; Cash payments of US $700,000 over four year period; Share issuance of 350,000 shares of Global Gold Corporation (50 % each to Commander and Bayswater) over a four year period; Property expenditures over four year period of C$3.5 million.

 

Either party may, at any time up to the commencement of commercial production, elect to convert its respective interest to a 2% gross uranium sales royalty in the case of a uranium deposit or a 2% NSR in the case of a non-uranium deposit. In either case, 50% of the royalty obligation may be purchased at any time prior to commercial production for a $1,000,000 cash payment.

 

As of June 30, 2007, the Company has paid $200,000 and issued 150,000 shares of the Company's common stock, 75,000 shares each to Commander and Bayswater.

 

c . On August 9, 2007 and August 19, 2007, the Company, through Minera Global, entered agreements to form a joint venture and on October 29, 2007, the Company closed its joint venture agreement with members of the Quijano family by which Minera Global assumed a 51% interest in the placer and hard rock gold Madre de Dios and Puero properties.  The name of the joint venture company is Compania Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia”).

 

Key agreement terms for the Madre De Dios joint venture agreement include a 1,000,000 euro payment from Global Gold (paid as of October 30, 2007), and the following joint venture terms equity interests set at 51%-49% in favor of Global Gold; of the 3 directors, two (Mr. Krikorian and Dr. Ted Urquhart, Global's Vice President in Santiago) are appointed by Global Gold; Global Gold commits to finance at least one plant and mining operation within 6 months as well as a mutually agreed exploration program to establish proven reserves, if that is successful, two additional plants/operations will be financed; from the profits of the joint venture, Global Gold will pay its partner an extra share based on the following scale of 28 million euros for (a) 5 million ounces of gold produced in 5 years or (b) 5 million ounces of gold proven as reserves according to Canadian National Instrument 43-101 (“NI 43-101”) standards in 5 years.  The definitions of proven and probable reserves in NI 43-101 reports differ from the definitions in SEC Industry Guide 7.  Also, the SEC does not recognize the terms “measured resources and indicated resources” or “inferred resources” which are used in NI 43-101 reports

d. On September 5, 2007, the Company entered into a confidential agreement which was made public on October 29, 2007, with members of the Quijano family by which the Company has the option to earn a 51% interest in the Estrella del Sur Gold-Platinum project on Ipun Island and another Gold-Platinum property on Chiloe Island.

Key agreement terms for the Estrella del Sur and Chiloe projects required Global Gold to pay approximately $160,000 to cover government and license fees in exchange for an exclusive option until January 30, 2008 to review, explore, and form joint ventures on the properties. On or before January 31, 2008, at Global Gold's sole option, either or both of the properties shall be transferred to a new joint venture company (or two separate companies on the same terms). For both properties and in consideration for forming the joint venture, Global Gold shall pay 1,500,000 euros (or the Chilean peso equivalent) on the following schedule: 1. January 31, 2008, 250,000 euros; 2. July 31, 2008, 250,000 euros; 3. January 30 2009, 500,000 euros; and 4. July 31 2009, 500,000 euros.  The Company received an extension of the first payment date to March 31, 2008.

 

F-20

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If either or both properties continue to production and reserves are proven by the prefeasibility and scoping studies, Global Gold's partner will be entitled to an extra share based on the following scale of 37,000,000 euros (15,000,000 for Chiloe and 22,000,000 for Ipun) for 3,700,000 commercially reasonable recoverable ounces of gold plus platinum (calculated on a gold price equivalent basis, using the monthly average of the New York COMEX price for the month in which calculations of proven reserves are made according to Canadian 43-101 standards) based on the prefeasibility and scoping studies. Payments will come as the joint venture produces gold or platinum as mutually agreed from no more than 25% of Global Gold's profit from the joint venture. Part of the payments may be in Global Gold stock on mutually agreeable terms. The economic value of any other materials besides gold or platinum shall not be calculated as part of this formula and instead will be shared according to joint venture terms. After the prefeasibility and scoping studies, each party shall carry its own share of the costs.

 

e. On October 3, 2008, the Company entered into an agreement to sell all of the Company’s interest in its Chiloe and Ipun island properties in Chile, held by a Joint Venture with the Quijano family, to the Quijano family.  The Company will retain its Joint Venture with the Quijano family with the remainder of the Joint Venture’s Chile properties.  The agreement was to be concluded by October 15, 2008 and the properties transferred to the purchaser by November 1, 2008.  This transaction is currently being registered by the Chilean authorities.

The consideration for the sale of the Chiloe and Ipun island properties include the following to Global Gold or its designee: (a) $200,000 USD, fifty percent of which will be paid at the closing and the other fifty percent to be paid within sixty days; (b) certain second hand equipment and parts used for mining which are currently on or around the territory of the Global Gold Valdivia joint venture to be specified in the mutually agreed transfer documents, including a Caterpillar 966 wheel loader, a Warner Swasey excavator, and a Caterpillar 290 kva generator; (c) certain land rights, buildings and improvements which are currently on or around the territory of the Global Gold Valdivia joint venture,  generally described as an approximately five hectare  property, known as Lote Nº11, situated in Pureo, where Amparo and Pureo mining properties are located, and approximately ten hectares including two properties with their buildings, situated in the area where the mining property Guadalupe 61-120 is located, all as  to be specified in the mutually agreed transfer documents; and (d) a first priority right of payment from the profits of the Global Gold Valdivia joint venture company of $200,000 USD.

 

f. On October 17, 2008, the Company through Global Gold Uranium entered into an agreement (the "Royalty Agreement") with Commander Resources Ltd. (“Commander”) and Bayswater Uranium Corporation (“Bayswater”) ” pertaining to the Cochrane Pond Property (the “Property”) located in southern Newfoundland that is owned 50% by Commander and 50% by Bayswater through a joint venture (the “CPJV”). The Company originally entered into an agreement acquiring an option (the “Option Agreement”) on the Property with Commander and Bayswater on April 12, 2007.  The Royalty Agreement grants Global Gold a royalty in the Property and terminates Global Gold’s pre-existing rights and obligations associated with Property.

The key terms of the Royalty Agreement are that the CPJV shall provide a royalty to Global Gold for uranium produced from the Property in the form of a 1% gross production royalty from the sale of uranium concentrates (yellowcake) capped at CDN $1 million after which the royalty shall be reduced to a 0.5% royalty.

The royalty shall remain attached to the Property and in the name of Global Gold or GGU as required under the local laws and exchange regulations.   The royalty shall survive the sale and transfer of the property to a third party.

In consideration for the royalty, Global Gold shall pay a total of $50,000 cash, $25,000 cash each to Commander and Bayswater, on or before November 14, 2008.   The Company paid $25,000 cash each to Commander and Bayswater on November 11, 2008.

 

g. The Company rents office space in a commercial building at 45 East Putnam Avenue, Greenwich, CT where it signed a 5-year lease starting on 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 had less then one year remaining, through September 30, 2008, at an annual rental cost of $19,500.  The assumed lease was extended for an additional year through September 30, 2009 at an annual rental cost of $22,860 for that period.   Messrs. Gallagher and Krikorian gave personal guarantees of the Company's performance for the first two years of the lease.

 

14. LEGAL PROCEEDINGS

 

GGH, which is the license holder for the Hankavan and Marjan properties, was the subject of corrupt and improper demands and threats from the former Minister of the Ministry of Environment and Natural Resources of Armenia, Vardan Ayvazian. The Company reported this situation to the appropriate authorities in Armenia and in the United States. Although the Minister took the position that the licenses at Hankavan and Marjan were terminated, other Armenian governmental officials assured the Company to the contrary and Armenian public records confirmed the continuing validity of the licenses. The Company received independent legal opinions that all of its licenses are valid and remain in full force and effect, continued to work at those properties, and 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, Mr. Ayvazian The Company filed for arbitration

 

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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, and the hearing is currently pending for 2009.  On June 25, 2008, the Federal District Court for the Southern District of New York ruled that Mr. Ayvazian was required to appear as a respondent in the ICC arbitration.  On September 5, 2008, the ICC International Court of Arbitration ruled that Mr. Ayvazian shall be a party in accordance with the decision rendered on June 25, 2008 by the Federal District Court for the Southern District of New York.  In addition and based on the US Armenia Bilateral Investment Treaty, Global Gold Mining filed a request for arbitration against the Republic of Armenia for the actions of the former Minister of Environment and Natural Resources with the International Centre for Settlement of Investment Disputes, which is a component agency of the World Bank in Washington, D.C., ("ICSID") on January 29, 2007. On August 31, 2007, the Government of Armenia and Global Gold Mining jointly issued the following statement, "{they} jointly announce that they have suspended the ICSID arbitration pending conclusion of a detailed settlement agreement. The parties have reached a confidential agreement in principle, and anticipate that the final settlement agreement will be reached within 10 days of this announcement." The Company has learned from public records that GeoProMining Ltd., through an affiliate, has become the sole shareholder of an Armenian Company, Golden Ore, LLC, which was granted an illegal and competing license for Hankavan. GeoProMining Ltd. is subject to the 20% obligations as successor to Sterlite Resources, Ltd.  As of February 25, 2008 Global Gold Mining has entered into a conditional, confidential settlement agreement with the Government of the Republic of Armenia to discontinue the ICSID arbitration proceedings. This agreement does not affect the pending ICC arbitration involving similar subject matter.

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect the Company’s consolidated financial statements or results of operations.

 

15. SUBSEQUENT EVENTS (Unaudited)

a. On March 24, 2009, the Company signed a supply contract agreement with Industrial Minerals SA (“IM”), a Swiss Company.  The agreement is for IM to purchase all of the gold and silver concentrate produced at the Companies Tukhmanuk facility at 85% of LBMA less certain treatment and refining charges.  The Company is preparing its first two shipments of 60 tonnes each of concentrate for delivery.

 

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