U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549
  FORM
10-K
 (Mark
One)
  [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
 OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
  [
 ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
 EXCHANGE
ACT OF 1934
  For the
transition period from ______ to _______
  Commission
file number: 002-69494
  GLOBAL
GOLD CORPORATION
 (Exact
name of Registrant as Specified in Its Charter)
  Delaware
                  13-03025550(State
      or other jurisdiction of
                  (IRS
      Employerincorporation
      or organization)
                  Identification
      No.)
  45 East
Putnam Avenue, Greenwich, CT 06830
 (Address
of principal executive offices) (Zip Code)
  Registrant's
telephone number (203) 422-2300
  Securities
registered under Section 12(b) of the Exchange Act: None
  Securities
registered under Section 12(g) of the Exchange Act: Common Stock
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act: Yes____ No__X__
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act: Yes____ No__X__
  Indicate
by check mark whether the registrant (l) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes:
_X__ No: ____
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.   See definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large accelerated
filer      [
 ]                                                                   Accelerated
filer    [  ]
  Non-accelerated
filer        [  ] (Do not check if
smaller reporting
company)                      Smaller
reporting company [X]
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes ____ No __X__
  The
aggregate market value of the voting stock held by non-affiliates of the Company
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of June 30, 2008, was
$5,958,635.
  As of
April 10, 2009 there were 39,187,023 shares of the registrant's Common Stock
outstanding.
  
  DOCUMENTS
INCORPORATED BY REFERENCE
  Portions
of the registrant's Proxy Statement relating to the Annual Meeting of
Stockholders scheduled to be held on or around June 19, 2009 are incorporated by
reference into Part III (Items 10 through 14) of this Report.
   2
 Cautionary
Note Regarding Forward-Looking Statements
  This
Annual Report includes statements of our expectations, intentions plans and
beliefs that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended and are intended to come within the
safe harbor protection provided by those sections. These statements, which
involve risks and uncertainties, relate to the discussion of business strategies
of Global Gold Corporation ("the Company" or "Global Gold") and our expectations
concerning future operations, margins, profitability, liquidity and capital
resources and to analyses and other information that are based on forecasts of
future results and estimates of amounts not yet determinable. We have used words
such as "may," "will," "should," "expects," "intends," "plans," "anticipates,"
"believes," "thinks," "estimates," "seeks," "expects," "predicts," "could,"
"projects," "potential" and other similar terms and phrases, including
references to assumptions, in this report to identify forward-looking
statements. These forward-looking statements are made based on expectations and
beliefs concerning future events affecting the Company and are subject to
uncertainties, risks and factors relating to our operations and business
environments, all of which are difficult to predict and many of which are beyond
the Company's control, that could cause our actual results to differ materially
from those matters expressed or implied by these forward-looking statements.
These risks and other factors include those listed under "Risk Factors" and
elsewhere in this report. The following factors, among others, could cause our
actual results and performance to differ materially from the results and
performance projected in, or implied by the forward-looking
statements:
  o
              the
      Company's history of losses and expectation of further
    losses;
  o
              the
      effect of poor operating results on the
Company;
  o
              the
      Company's ability to expand its operations in both new and existing
      locations and the Company's ability to develop and mine its current and
      new sites;
  o
              the
      Company's ability to raise capital;
  o
              the
      Company's ability to fully utilize and retain new
    executives;
  o
              the
      impact of litigation, including international
  arbitrations;
  o
              the
      impact of federal, state, local or foreign government
      regulations;
  o
              the
      effect of competition in the mining industry;
  and
  o
              economic
      and political conditions generally.
  The
Company assumes no obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results could differ
materially from those anticipated in, or implied by, these forward-looking
statements, even if new information becomes available in the future.
  ITEM 1.
DESCRIPTION OF BUSINESS
  (1)
GENERAL OVERVIEW
  Global
Gold is currently in the development stage. It is engaged in exploration for,
and development and mining of, gold, 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.
  3
  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
  4
 ("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
  5
 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.
  6
 (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.
  7
  (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
  8
  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.
  ITEM
1A.  RISK FACTORS
  You
should carefully consider the following risk factors together with all of the
other information contained in this Annual Report on Form 10-K before making an
investment decision with respect to our common stock.  Any of the
following risks, as well as other risks and uncertainties described in this
Annual Report on Form 10-K, could harm our business, financial condition and
results of operations and could adversely affect the value of our Common
Stock.
  DEVELOPMENT
STAGE COMPANY
  Since the
Company did not engage in the active conduct of a trade or business aside from
development and exploration activities, it has not generated any revenues to
date, with the exception of revenue from the transaction with Iberian Resources
at the end of 2006 and minimal sales of concentrate from Tukhmanuk. The Company
may encounter problems, delays, expenses and difficulties typically encountered
in the development stage, many of which may be outside of the Company's
control.  These problems include but are not limited to issues
interpreting and proving historical mining data, obtaining and maintaining
quality equipment, licensing difficulties, and financing problems.
  LIQUIDITY
RISK – GOING CONCERN
 
 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.   As such, our independent registered
public accounting firm has concluded that additional revenue arrangements or
financing is needed to enable us to fund our future operations, which raises
substantial about our ability to operate as a going concern, and accordingly has
included this uncertainty in their report on our December 31, 2008 consolidated
financial statements.
  COMPETITION
  There is
intense competition in the mining industry. The Company is competing with larger
mining companies, many of which have substantially greater financial strengths,
and capital, marketing and personnel resources than those possessed by the
Company 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.
  NEED
FOR KEY PERSONNEL
  The
Company presently has officers and operation managers intimately familiar with
the operation of mining projects or the development of such projects and with
experience in former Soviet countries and South America. While the Company does
not believe the loss of any director or officer of the Company will materially
and adversely affect its long-term business prospects, the loss of any of the
Company's senior personnel might potentially adversely affect the Company until
a suitable replacement could be found. The Company continues to employ
independent consultants and engineers, and employs through subsidiaries
personnel with mining, geology, and related backgrounds in Armenia, and in
Chile.
  9
  TRADING
MARKET
  The
Company's Common Stock is currently traded on the OTC Bulletin Board. As a
result, our stockholders may find it more difficult to buy or sell shares of our
common stock than it would be if our stock were listed on a national securities
exchange.
  LACK
OF INSURANCE PROTECTION
  The
Company may not be able to obtain adequate insurance protection for its foreign
investments.
  FLUCTUATION
IN MINERAL PRICES
  The
prices of gold and other minerals historically fluctuate and are affected by
numerous factors beyond the Company's control and no assurance can be given that
any reserves proved or estimated will actually be produced.
  MINING
RISKS
  The
Company's proposed mining operations will be subject to a variety of potential
engineering, seismic and other risks, some of which cannot be predicted and
which may not be covered by insurance.
  There are risks inherent in the exploration for, and development
of, mineral deposits. The business of mining by its nature involves significant
risks and hazards, including environmental hazards, industrial incidents, labor
disputes, discharge of toxic chemicals, fire, cave ins, drought, flooding and
other acts of God.
  The
occurrence of any of these can delay or interrupt exploration and production,
increase exploration and production costs and result in liability to the owner
or operator of the mine. The Company may become subject to liability for
pollution or other hazards against which it has not insured or cannot insure,
including those in respect of past mining activities for which it was not
responsible.
  MINING
CONCESSIONS, PERMITS AND LICENSES
  The
Company's mining and processing activities are dependant upon the grant of
appropriate licenses, concessions, leases, permits and regulatory consents which
may be withdrawn or made subject to limitations. Although the Company believes
that the licenses, concessions, leases, permits and consents it holds will be
renewed, if required, when they expire, according to the current laws applicable
in the respective countries, subject to the licensing issues disclosed below in
"Foreign Risks," there can be no assurance that they will be renewed or as to
the terms of any such renewal. Mineral rights within the countries in which the
Company is currently operating are state-owned. Also see discussion under
Foreign Risks and Item 3. “Legal Proceedings,” below.
  EXPLORATION
RISKS
  Minerals
exploration is speculative in nature, involves many risks and frequently is
unsuccessful. There can be no assurance that any mineralization discovered will
result in an increase in the proven and probable reserves of the Company. If
reserves are developed, it can take a number of years from the initial phases of
drilling and identification of mineralization until production is possible,
during which time the economic feasibility of production may change. Substantial
expenditures are required to establish ore reserves through drilling, to
determine metallurgical processes to extract metals from ore and, in the cases
of new properties, to construct mining and processing facilities. As a result of
these uncertainties, no assurance can be given that the exploration programs
undertaken by the Company will result in any new commercial mining operations
being brought into operation.
  FOREIGN
RISKS
  The value
of the Company's assets may be adversely affected by political, exchange rate,
economic and other factors in Chile, Canada and Armenia. Armenia is a former
Soviet country in transition, and presents concomitant risks. In particular, in
the past, the Company has experienced delays in the bureaucratic process and has
experienced dealings with corrupt officials at the Ministry of Environment and
Natural Resources in Armenia. The Company practices a zero tolerance program on
corruption.
  GGH,
which is the license holder for the Hankavan and Marjan properties, 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
  10
  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 has previously reported that it is aware that another
company has been using a similar name in the CIS and counsel has received
assurances the other company would cease using the similar name and that company
was in the process of changing its name.  In 2007, that company has
provided official documentation that it has changed its name to one that is not
similar to Global Gold.
 
 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.
  NO
DIVIDENDS
  The
Company currently anticipates that it will retain all of its future earnings, if
any, for use in its operations and does not anticipate paying any cash dividends
in the near term future. There can be no assurance that the Company will pay
cash dividends at any time, or that the failure to pay dividends for periods of
time will not adversely affect the market price for the Company's Common
Stock.
  CONTROL
OF THE COMPANY
  Drury J.
Gallagher, the Chairman Emeritus, Treasurer, Secretary, and Director, and Van Z.
Krikorian, Chairman, Chief Executive Officer, and Director, own 2,578,453
(6.58%), and 2,100,000 (5.35%) shares, respectively, or a total of 4,678,453
(11.94%) shares, out of the 39,187,023 shares of the Company's Common Stock
issued and outstanding as of December 31, 2008.  The two Company
officers, director Nicholas J. Aynilian who owns 1,027,002 (2.62%) and NJA
Investments, which is controlled by Nicholas J. Aynilian, owns 1,400,000 (3.57%)
shares of Common Stock, entered into a shareholders agreement, dated January 1,
2004, that provides for each of the parties to the Agreement to vote for such
individuals as directors.
  Firebird
Management, LLC owns a total of 13,173,167 (33.62%) shares, Farallon Capital
owns a total of 4,935,830 (12.6%), and Persistancy Capital owns a total of
2,000,000 (5.1%), out of the 39,187,023 shares, of the Company's Common Stock
issued and outstanding as of December 31, 2008.
  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
1B. UNRESOLVED STAFF COMMENTS
  Not
Applicable
  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."
  11
  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
                      
                      
                      2008Quarter
                      
                      High*
                      
                      
                      Low*
                      
                      
                      High*
                      
                      
                      Low*1st
                      
                      
                      $1.10
                      
                      
                      
                      $0.65
                      
                      
                      
                      $0.70
                      
                      
                      
                      $0.352nd
                      
                      
                      $1.05
                      
                      
                      
                      $0.69
                      
                      
                      
                      $0.48
                      
                      
                      
                      $0.203rd
                      
                      
                      $1.15
                      
                      
                      
                      $0.51
                      
                      
                      
                      $0.51
                      
                      
                      
                      $0.034th
                      
                      
                      $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.
  12
  (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 forNumber
      of Securities to
                  
                  Weighted
      average exercise
                  
                  issuance
      under equitybe
      issues up exercise
                  
                  price
      of outstanding
                  
                  compensation
      plansof
      oustanding options,
                  
                  options,
      warrants and
                  
                  (excluding
      securitieswarrants
      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
                  
                  1,322,500Equity
      compensation plans notapproved
      by security holders
                  
                  0
                  
                  0
                  
                  0Total:
                  
                  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
  13
  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.
  14
  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
                    
                    
                    2007Net
      loss
                    
                    $
                    (8,953,113
                    )
                    
                    $
                    (9,716,880
                    )Unrealized
      gain arisingduring
      year
                    
                    $
                    56,704
                    
                    
                    $
                    2,194,161Comprehensive
      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."
 
 15
  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.
  16
  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.
  17
  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 HrayrAgnerian.
      (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 ofMay
      30, 2007. (6)
  Exhibit
      10.5
                Employment
      Agreement, dated as of June 15, 2007, by and between Global Gold
      Corporation and JanDulman.
      (7)
  Exhibit
      10.6
                Employment
      Agreement, dated as of June 15, 2007, by and between Global Gold
      Corporation and LesterCaesar.
      (8)
  Exhibit
      10.7
                Amended
      Employment  Agreement,  dated as of June 15, 2007, by
      and between Global Gold Corporationand
      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 Islandproperties
      dated as of August 9, 2007. (11)
  Exhibit
      10.10
                Commitment
      to Contribute Mining Concession to a Contractual Mining Company
      (Unofficial EnglishTranslation)
      dated as of August 19, 2007. (12)
  Exhibit
      10.11
                Contractual
      Mining Company Agreement (Unofficial English Translation) dated as
      ofOctober
      29, 2007. (13)
  Exhibit
      10.12
                Amended
      Terms for Options on Chiloe and Ipun Island Properties dated March 31,
      2008and
      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
      theSarbanes-Oxley
      Act of 2002.
  Exhibit
      31.2
                Certification
      of Chief Financial Officer Pursuant to Rule 13a-14 (a) of
      theSarbanes-Oxley
      Act of 2002.
  Exhibit
      32.1
                Certification
      of the Chief Executive Officer and Chief Financial Officer Pursuant to18
      U.S.C. Section 1350, as Adopted Pursuant toSection
      906 of the Sarbanes-Oxley Act of
2002.
  18
 
 (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.
  
 19
  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. KrikorianVan
      Z. Krikorian, Chairman, Chief Executive Officerand
      DirectorApril
      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
                                                                        4/14/09Jan
      Dulman
                                                                          Chief Financial Officer
                                                                        
                                                                        
                                                                        Van
      Z. Krikorian, Chairman, Chief Executive Officer and
    Director/s/
      Drury J. Gallagher
                                                                        4/14/09
                                                                        
                                                                        /s/
      Nicholas J. Aynilian
                                                                        4/14/09Drury
      J. Gallagher
                                                                        
                                                                        
                                                                        Nicholas
      J. AynilianChairman
      Emeritus,
                                                                        
                                                                        
                                                                        DirectorTreasurer
      and Director/s/
      Lester S. Caesar
                                                                        4/14/09
                                                                        
                                                                        /s/
      Harry Gilmore
                                                                        4/14/09Lester
      S. Caesar
                                                                        
                                                                        
                                                                        Harry
      GilmoreController
                                                                        
                                                                        
                                                                        Director/s/
      Ian C. Hague
                                                                        4/14/09Ian
      C. HagueDirector
   20
  GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
 (A
Development Stage Company)
 
 CONSOLIDATED
FINANCIAL STATEMENTS
  Table of
Contents
  PageReport
      of Independent Registered Public AccountingFirm
      - for the years ended December 31, 2008 and 2007
                            F-1Consolidated
      Balance Sheets - as of December 31, 2008 and 2007
                            F-2Consolidated
      Statements of Operations and Comprehensive Loss -for
      the years ended December 31, 2008 and 2007 and the
    developmentstage
      period from January 1, 1995 through December 31, 2008
                            F-3Consolidated
      Statements of Changes in Stockholders' Equity (Deficit)-
      for the development stage period from January 1, 1995through
      December 31, 2008
                            F-4
      to F-6Consolidated
      Statements of Cash Flows - for the years endedDecember
      31, 2008 and 2007 and the development stageperiod
      from January 1, 1995 through December 31, 2008
                            F-7Notes
      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 SHEETSASSETSDecember
      31,2008
                                                                          
                                                                          
                                                                          2007CURRENT
      ASSETS:Cash
                                                                          
                                                                          $
                                                                          228,371
                                                                          
                                                                          
                                                                          $
                                                                          298,032Inventories
                                                                          
                                                                          
                                                                          1,057,833
                                                                          
                                                                          
                                                                          
                                                                          602,412Tax
      refunds receivable
                                                                          
                                                                          
                                                                          178,909
                                                                          
                                                                          
                                                                          
                                                                          104,574Royalty
      receivable
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          25,449Prepaid
      expenses
                                                                          
                                                                          
                                                                          8,459
                                                                          
                                                                          
                                                                          
                                                                          23,852Other
      current assets
                                                                          
                                                                          
                                                                          39,141
                                                                          
                                                                          
                                                                          
                                                                          94,259TOTAL
      CURRENT ASSETS
                                                                          
                                                                          
                                                                          1,512,713
                                                                          
                                                                          
                                                                          
                                                                          1,148,578LICENSES,
      net of accumulated amortization of $1,412,340 and $926,668,
      respectively
                                                                          
                                                                          
                                                                          3,460,761
                                                                          
                                                                          
                                                                          
                                                                          3,937,433DEPOSITS
      ON CONTRACTS AND EQUIPMENT
                                                                          
                                                                          
                                                                          440,510
                                                                          
                                                                          
                                                                          
                                                                          1,694,016PROPERTY,
      PLANT AND EQUIPMENT, net of accumulated depreciation of $1,591,207 and
      $854,453, respectively
                                                                          
                                                                          
                                                                          2,802,415
                                                                          
                                                                          
                                                                          
                                                                          2,836,118$
                                                                          8,216,399
                                                                          
                                                                          
                                                                          $
                                                                          9,616,145LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                                                                          
                                                                          $
                                                                          1,853,634
                                                                          
                                                                          
                                                                          $
                                                                          1,587,213Deposit
      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
                                                                          
                                                                          
                                                                          
                                                                          1,587,213SECURED
      LINE OF CREDIT - LONG TERM PORTION
                                                                          
                                                                          
                                                                          286,943
                                                                          
                                                                          
                                                                          
                                                                          -NOTE
      PAYABLE TO DIRECTOR
                                                                          
                                                                          
                                                                          2,625,000
                                                                          
                                                                          
                                                                          
                                                                          -TOTAL
      LIABILITIES
                                                                          
                                                                          
                                                                          6,275,566
                                                                          
                                                                          
                                                                          
                                                                          1,587,213STOCKHOLDERS'
      EQUITYCommon
      stock $0.001 par, 100,000,000 shares authorized;39,187,023
      shares issued and outstanding
                                                                          
                                                                          
                                                                          39,187
                                                                          
                                                                          
                                                                          
                                                                          33,866Additional
      paid-in-capital
                                                                          
                                                                          
                                                                          31,182,502
                                                                          
                                                                          
                                                                          
                                                                          29,318,147Accumulated
      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
                                                                          
                                                                          
                                                                          
                                                                          2,111,700TOTAL
      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
      amountfromYear
      ended
                                
                                
                                January
      1, 1995December
      31,
                                
                                
                                through2008
                                
                                
                                2007
                                
                                
                                December
      31, 2008REVENUES
                                
                                $
                                14,211
                                
                                
                                $
                                35,848
                                
                                
                                $
                                56,044EXPENSES:General
      and administrative
                                
                                
                                3,546,952
                                
                                
                                
                                4,946,328
                                
                                
                                
                                17,518,787Mine
      exploration costs
                                
                                
                                3,127,266
                                
                                
                                
                                6,497,722
                                
                                
                                
                                13,208,713Amortization
      and depreciation
                                
                                
                                1,221,491
                                
                                
                                
                                895,304
                                
                                
                                
                                2,905,676Write-off
      on investment
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                135,723Gain
      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
                                
                                
                                
                                -
                                
                                
                                
                                461,008Bad
      debt expense
                                
                                
                                151,250
                                
                                
                                
                                -
                                
                                
                                
                                151,250Loss/(Gain)
      on foreign exchange
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                70,971Gain
      on extinguishment of debt
                                
                                
                                (29,343
                                )
                                
                                
                                -
                                
                                
                                
                                (29,343
                                )Interest
      income
                                
                                
                                (2,564
                                )
                                
                                
                                (126,490
                                )
                                
                                
                                (357,238
                                )TOTAL
      EXPENSES
                                
                                
                                8,967,324
                                
                                
                                
                                9,752,727
                                
                                
                                
                                28,912,069Loss
      from Continuing Operations
                                
                                
                                (8,953,113
                                )
                                
                                
                                (9,716,880
                                )
                                
                                
                                (28,856,025
                                )Discontinued
      Operations:Loss
      from discontinued operations
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                386,413Loss
      on disposal of discontinued operations
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                237,808Net
      Loss Applicable to Common Shareholders
                                
                                
                                (8,953,113
                                )
                                
                                
                                (9,716,880
                                )
                                
                                
                                (29,480,246
                                )Foreign
      currency translation adjustment
                                
                                
                                56,704
                                
                                
                                
                                2,194,161
                                
                                
                                
                                2,701,610Unrealized
      gain on investments
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                353,475Comprehensive
      Net Loss
                                
                                $
                                (8,896,409
                                )
                                
                                $
                                (7,522,719
                                )
                                
                                $
                                (26,425,161
                                )NET
      LOSS PER SHARE-BASICAND
      DILUTED
                                
                                $
                                (0.26
                                )
                                
                                $
                                (0.29
                                )WEIGHTED
      AVERAGE SHARESOUTSTANDING
      - 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)
  DeficitAccumulated
                                        
                                        
                                        
                                        
                                        
                                        AccumulatedPrior
      to and
                                        
                                        
                                        
                                        
                                        
                                        OtherAdditional
                                        
                                        
                                        During
      the
                                        
                                        
                                        
                                        
                                        
                                        Comprehensive
                                        
                                        
                                        TotalCommon
      Stock
                                        
                                        
                                        Paid-in
                                        
                                        
                                        Development
                                        
                                        
                                        Treasury
                                        
                                        
                                        Income
                                        
                                        
                                        Stockholders'Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Stage
                                        
                                        
                                        Stock
                                        
                                        
                                        (Loss)
                                        
                                        
                                        EquityBalance
      from February 21, 1980 to December 31, 1994(Note
      1)
                                        
                                        
                                        898,074
                                        
                                        
                                        $
                                        89,807
                                        
                                        
                                        $
                                        3,147,693
                                        
                                        
                                        $
                                        (2,907,648
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        329,852Adjustment
      for the restatement of par value
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (88,909
                                        )
                                        
                                        
                                        88,909
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Issuance
      of stock for acquisition of EyreRecources,
      N.L.
                                        
                                        
                                        1,000,000
                                        
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        849,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        850,000Proceeds
      received from private placement
                                        
                                        
                                        200,000
                                        
                                        
                                        
                                        200
                                        
                                        
                                        
                                        421,373
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        421,573Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (361,345
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (361,345
                                        )Balance
      as December 31, 1995
                                        
                                        
                                        2,098,074
                                        
                                        
                                        
                                        2,098
                                        
                                        
                                        
                                        4,506,975
                                        
                                        
                                        
                                        (3,268,993
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,240,080Warrants
      exercised
                                        
                                        
                                        40
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (668,577
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (668,577
                                        )Balance
      as of December 31, 1996
                                        
                                        
                                        2,098,114
                                        
                                        
                                        
                                        2,098
                                        
                                        
                                        
                                        4,507,075
                                        
                                        
                                        
                                        (3,937,570
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        571,603Issuance
      of common stock
                                        
                                        
                                        2,250,000
                                        
                                        
                                        
                                        2,250
                                        
                                        
                                        
                                        222,750
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        225,000Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (690,747
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (690,747
                                        )Balance
      as of December 31, 1997
                                        
                                        
                                        4,348,114
                                        
                                        
                                        
                                        4,348
                                        
                                        
                                        
                                        4,729,825
                                        
                                        
                                        
                                        (4,628,317
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        105,856Net
      income
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        34,944
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        34,944Balance
      as of December 31, 1998
                                        
                                        
                                        4,348,114
                                        
                                        
                                        
                                        4,348
                                        
                                        
                                        
                                        4,729,825
                                        
                                        
                                        
                                        (4,593,373
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        140,800Purchase
      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 connectionwith
      settlement
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        20
                                        
                                        
                                        
                                        1,980
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,000Cancellation
      of treasury stock
                                        
                                        
                                        (1,000,000
                                        )
                                        
                                        
                                        (1,000
                                        )
                                        
                                        
                                        (59,000
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        60,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Settlement
      of accrued salary
                                        
                                        
                                        1,000,000
                                        
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        161,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        162,500Sale
      of warrants
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        650
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        650Unrealized
      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
                                          )
                                          
                                          
                                          12,783Net
      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
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          10,000Net
      loss
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (60,113
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (60,113
                                          )Unrealized
      gain on investment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          247,406
                                          
                                          
                                          
                                          247,406Balance
      as of December 31, 2002
                                          
                                          
                                          4,568,114
                                          
                                          
                                          
                                          4,568
                                          
                                          
                                          
                                          4,844,755
                                          
                                          
                                          
                                          (4,807,485
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          126,406
                                          
                                          
                                          
                                          168,244Issuance
      of common stock for cash:at
      $0.25 per share, January
                                          
                                          
                                          350,000
                                          
                                          
                                          
                                          350
                                          
                                          
                                          
                                          87,150
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          87,500at
      $0.25 per share, July
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          1,000
                                          
                                          
                                          
                                          231,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          232,500at
      $0.50 per share, October
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          46,400
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          46,500at
      $0.50 per share, October
                                          
                                          
                                          400,000
                                          
                                          
                                          
                                          400
                                          
                                          
                                          
                                          185,600
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          186,000Issuance
      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
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          165,802Issuance
      of common stock for services:at
      $0.25 per share, January
                                          
                                          
                                          500,000
                                          
                                          
                                          
                                          500
                                          
                                          
                                          
                                          24,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          25,000at
      $0.25 per share, April
                                          
                                          
                                          250,000
                                          
                                          
                                          
                                          250
                                          
                                          
                                          
                                          62,250
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          62,500Shares
      cancelled in September, which wereissued
      in January
                                          
                                          
                                          (500,000
                                          )
                                          
                                          
                                          (500
                                          )
                                          
                                          
                                          (24,500
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (25,000
                                          )Shares
      issued at $0.25 per share foraccounts
      payable in April
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          24,900
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          25,000Fractional
      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
                                          
                                          
                                          
                                          261,948Issuance
      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
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,485,000Issuance
      of common stock for services
                                          
                                          
                                          90,000
                                          
                                          
                                          
                                          90
                                          
                                          
                                          
                                          (90
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Issuance
      of common stock for payable
                                          
                                          
                                          240,000
                                          
                                          
                                          
                                          240
                                          
                                          
                                          
                                          113,260
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          113,500Amortization
      of unearned compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          316,756
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          316,756Net
      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
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,458,037Issuance
      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
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,000,000Less:
      Selling expense for sale of common stock
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (39,000
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (39,000
                                          )Exercise
      of warrants
                                          
                                          
                                          220,000
                                          
                                          
                                          
                                          220
                                          
                                          
                                          
                                          54,780
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          55,000Amortization
      of unearned compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          292,994
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          292,994Net
      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
                                          )
                                          
                                          
                                          2,419,333Issuance
      of common stock for compensation:at
      $1.50 per share, February
                                          
                                          
                                          274,000
                                          
                                          
                                          
                                          274
                                          
                                          
                                          
                                          35,726
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          36,000at
      $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
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          115,000Sale
      of common stock
                                          
                                          
                                          10,400,000
                                          
                                          
                                          
                                          10,400
                                          
                                          
                                          
                                          12,989,588
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          12,999,988Less:
      Selling expense for sale of common stock
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (764,957
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (764,957
                                          )Issuance
      of options for compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          225,894
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          225,894Exercise
      of warrants
                                          
                                          
                                          3,000,000
                                          
                                          
                                          
                                          3,000
                                          
                                          
                                          
                                          2,247,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          2,250,000Accrual
      of stock bonuses issued in 2007
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (27,950
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (27,950
                                          )Amortization
      of unearned compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,017,742
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,017,742Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (5,296,370
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (5,296,370
                                          )Other
      comprehensive income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          842,731
                                          
                                          
                                          
                                          842,731Balance
      as of December 31, 2006
                                          
                                          
                                          32,755,301
                                          
                                          
                                          
                                          32,755
                                          
                                          
                                          
                                          26,698,337
                                          
                                          
                                          
                                          (13,717,901
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          804,220
                                          
                                          
                                          
                                          13,817,411Issuance
      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
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,000,000at
      $0.86 per share, January
                                          
                                          
                                          63,250
                                          
                                          
                                          
                                          63
                                          
                                          
                                          
                                          54,332
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          54,395at
      $0.85 per share, April
                                          
                                          
                                          150,000
                                          
                                          
                                          
                                          150
                                          
                                          
                                          
                                          127,350
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          127,500Issuance
      of options for compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          481,446
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          481,446Exercise
      of warrants
                                          
                                          
                                          150,000
                                          
                                          
                                          
                                          150
                                          
                                          
                                          
                                          16,350
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          16,500Accrual
      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
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          986,500Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (9,716,880
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (9,716,880
                                          )Other
      comprehensive income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,307,480
                                          
                                          
                                          
                                          1,307,480Balance
      as of December 31, 2007
                                          
                                          
                                          33,866,051
                                          
                                          
                                          
                                          33,866
                                          
                                          
                                          
                                          29,318,147
                                          
                                          
                                          
                                          (23,434,781
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,111,700
                                          
                                          
                                          
                                          8,028,932Issuance
      of common stock for compensation:at
      $0.17 per share, November 11
                                          
                                          
                                          200,000
                                          
                                          
                                          
                                          200
                                          
                                          
                                          
                                          33,800
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          34,000at
      $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
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          84,563at
      $0.17 per share, November 11
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          16,900
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          17,000Issuance
      of options for compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          279,925
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          279,925Conversion
      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
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          112,500Accrual
      of interest on note
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,555
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,555
                                          )Sale
      of common stock for cash
                                          
                                          
                                          4,750,000
                                          
                                          
                                          
                                          4,750
                                          
                                          
                                          
                                          470,250
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          475,000Amortization
      of unearned compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          717,994
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          717,994Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (8,953,113
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (8,953,113
                                          )Other
      comprehensive income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,195,490
                                          
                                          
                                          
                                          1,195,490Balance
      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, 1995Year
      Ended
                                                          
                                                          
                                                          Cumulative
      amountDecember
      31,
                                                          
                                                          
                                                          through2008
                                                          
                                                          
                                                          2007
                                                          
                                                          
                                                          December
      31, 2008OPERATING
      ACTIVITIES:Net
      loss
                                                          
                                                          $
                                                          (8,953,113
                                                          )
                                                          
                                                          $
                                                          (9,716,880
                                                          )
                                                          
                                                          $
                                                          (29,480,246
                                                          )Adjustments
      to reconcile net lossto
      net cash used in operating activities:Amortization
      of unearned compensation
                                                          
                                                          
                                                          717,994
                                                          
                                                          
                                                          
                                                          986,500
                                                          
                                                          
                                                          
                                                          3,497,788Stock
      option expense
                                                          
                                                          
                                                          279,925
                                                          
                                                          
                                                          
                                                          481,446
                                                          
                                                          
                                                          
                                                          987,265Amortization
      expense
                                                          
                                                          
                                                          491,298
                                                          
                                                          
                                                          
                                                          380,133
                                                          
                                                          
                                                          
                                                          1,638,024Depreciation
      expense
                                                          
                                                          
                                                          730,193
                                                          
                                                          
                                                          
                                                          515,171
                                                          
                                                          
                                                          
                                                          1,493,560Accrual
      of stock bonuses
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          84,563
                                                          
                                                          
                                                          
                                                          56,613Write-off
      of investment
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          135,723Loss
      on disposal of discontinued operations
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          237,808Equity
      in loss on joint venture
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          12,000Gain
      on extinguishment of debt
                                                          
                                                          
                                                          (29,343
                                                          )
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (139,766
                                                          )Gain
      on sale of investments (non-cash portion)
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (2,470,606
                                                          )Bad
      debt expense
                                                          
                                                          
                                                          151,250
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          151,250Other
      non-cash expenses
                                                          
                                                          
                                                          (17,458
                                                          )
                                                          
                                                          
                                                          (26,612
                                                          )
                                                          
                                                          
                                                          155,567Changes
      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
                                                          
                                                          
                                                          
                                                          2,361,252NET
      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
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          1,891,155Proceeds
      from sale of Tamaya Common Stock - basis not in income
                                                          -
                                                          
                                                          
                                                          
                                                          2,497,600
                                                          
                                                          
                                                          
                                                          2,497,600Proceeds
      from sale of investment in common stock of Sterlite Gold
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          246,767Investment
      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
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          18,155,104Repurchase
      of common stock
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (25,000
                                                          )Secured
      line of credit
                                                          
                                                          
                                                          676,042
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          676,042Due
      to related parties
                                                          
                                                          
                                                          3,595,891
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          3,573,673Warrants
      exercised
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          16,500
                                                          
                                                          
                                                          
                                                          2,322,250NET
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                                                          4,746,933
                                                          
                                                          
                                                          
                                                          16,500
                                                          
                                                          
                                                          
                                                          24,702,069EFFECT
      OF EXCHANGE RATE ON CASH
                                                          
                                                          
                                                          1,159,080
                                                          
                                                          
                                                          
                                                          1,919,065
                                                          
                                                          
                                                          
                                                          3,528,890NET
      INCREASE/(DECREASE) IN CASH
                                                          
                                                          
                                                          (69,661
                                                          )
                                                          
                                                          
                                                          (6,718,348
                                                          )
                                                          
                                                          
                                                          217,019CASH
      AND CASH EQUIVALENTS - beginning of period
                                                          298,032
                                                          
                                                          
                                                          
                                                          7,016,380
                                                          
                                                          
                                                          
                                                          11,352CASH
      AND CASH EQUIVALENTS - end of period
                                                          
                                                          $
                                                          228,371
                                                          
                                                          
                                                          $
                                                          298,032
                                                          
                                                          
                                                          $
                                                          228,371SUPPLEMENTAL
      CASH FLOW INFORMATIONIncome
      taxes paid
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          2,683Interest
      paid
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          15,422Noncash
      Transactions:Stock
      issued for deferred compensation
                                                          
                                                          $
                                                          36,000
                                                          
                                                          
                                                          $
                                                          354,267
                                                          
                                                          
                                                          $
                                                          3,629,500Stock
      forfeited for deferred compensation
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          210,550
                                                          
                                                          
                                                          $
                                                          742,500Stock
      issued for mine acquisition
                                                          
                                                          $
                                                          112,500
                                                          
                                                          
                                                          $
                                                          127,500
                                                          
                                                          
                                                          $
                                                          1,227,500Stock
      issued for accounts payable
                                                          
                                                          $
                                                          17,000
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          25,000Stock
      issued in exchange for accrued bonuses
                                                          
                                                          $
                                                          84,563
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          84,563Shares cancelled for
      receivable settlement
                                                          
                                                          $
                                                          77,917
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          77,917Mine
      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.
  F-8
  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
                            
                            
                            2007Ore
                            
                            $
                            796,235
                            
                            
                            $
                            522,873Concentrate
                            
                            
                            98,311
                            
                            
                            
                            -Materials,
      supplies and other
                            
                            
                            163,287
                            
                            
                            
                            79,539Total
      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.
 
 F-9
  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
                          
                          
                          2007Net
      loss
                          
                          $
                          (8,953,113
                          )
                          
                          $
                          (9,716,880
                          )Unrealized
      gain arisingduring
      year
                          
                          $
                          56,704
                          
                          
                          $
                          2,194,161Comprehensive
      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.
  F-10
 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
                          
                          Amount2009
                          
                          $
                          464,6322010
                          
                          $
                          464,6322011
                          
                          $
                          464,6322012
                          
                          $
                          464,6322013
                          
                          $
                          464,632thereafter
                          
                          $
                          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.
 F-11
  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.
 
 F-12
  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
                            
                            
                            2007Property,
      plant and equipment
                            
                            $
                            4,393,622
                            
                            
                            $
                            3,690,571Less
      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
                          
                          
                          2007Drilling
      work payable
                          
                          $
                          292,417
                          
                          
                          $
                          1,070,459Accounts
      payable
                          
                          
                          1,501,178
                          
                          
                          
                          285,468Accrued
      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.
 
 F-13
 
 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
                          
                          
                          2007Armenia
                          
                          $
                          5,896,980
                          
                          
                          $
                          6,703,566Chile
                          
                          
                          1,991,088
                          
                          
                          
                          2,205,715Canada
                          
                          
                          40,882
                          
                          
                          
                          368,382United
      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
                          
                          
                          2007Armenia
                          
                          $
                          5,118,742
                          
                          
                          $
                          4,862,395Chile
                          
                          
                          865,482
                          
                          
                          
                          142,058Canada
                          
                          
                          405,085
                          
                          
                          
                          702,426United
      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
 
 F-14
  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 madepursuant 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
  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
                                  
                                  Amount2009
                                  
                                  $
                                  570,388Thereafter
                                  
                                  
                                  -
  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
  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
                          
                          $
                          10,481,000Stock
      option expense
                          
                          
                          395,000Net
      deferred tax asset
                          
                          
                          10,876,000Valuation
      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
                      
                      
                      2007Income
      tax benefit computed at statutory rate
                      
                      $
                      3,133,000
                      
                      
                      $
                      3,401,000State
      tax benefit (net of federal)
                      
                      
                      448,000
                      
                      
                      
                      486,000Permanent
      differences (book stock comp versustax
      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
  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
      AWARDSShares
                          
                          
                          Weighted
                          
                          
                          Shares
                          
                          
                          Weighted
                          
                          
                          Restricted
                          
                          
                          WeightedUnderlying
                          
                          
                          Average
                          
                          
                          Underlying
                          
                          
                          Average
                          
                          
                          Stock
                          
                          
                          AverageWarrants
                          
                          
                          Exercise
      Price
                          
                          
                          Warrants
                          
                          
                          Exercise
      Price
                          
                          
                          Awards
                          
                          
                          Market
      PriceOutstanding
      at December 31, 2006
                          
                          
                          6,466,666
                          
                          
                          $
                          1.82
                          
                          
                          
                          662,500
                          
                          
                          $
                          0.95
                          
                          
                          
                          5,137,168
                          
                          
                          $
                          0.70Granted
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          865,000
                          
                          
                          
                          0.85
                          
                          
                          
                          420,000
                          
                          
                          
                          0.84Canceled
                          
                          
                          (3,000,000
                          )
                          
                          
                          1.42
                          
                          
                          
                          (100,000
                          )
                          
                          
                          1.25
                          
                          
                          
                          (172,500
                          )
                          
                          
                          1.22Exercised
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (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
                          
                          
                          $
                          0.69Granted
                          
                          
                          4,750,000
                          
                          
                          
                          0.15
                          
                          
                          
                          500,000
                          
                          
                          
                          0.45
                          
                          
                          
                          220,000
                          
                          
                          
                          0.16Canceled
                          
                          
                          (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
                          
                          
                          $
                          0.67Vested
      shares and fair value
                          
                          
                          4,750,000
                          
                          
                          $
                          0.15
                          
                          
                          
                          1,602,500
                          
                          
                          $
                          0.90
                          
                          
                          
                          5,282,668
                          
                          
                          $
                          0.63Total
      intrinsic value
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
  F-18
  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
                
                WARRANTSEXERCISABLENumber
      of
                
                Weighted
                
                
                
                Number
      ofOutstanding
                
                Average
                
                Weighted
                
                Exercisable
                
                WeightedAverage
                
                Shares
                
                Remaining
                
                Average
                
                Shares
                
                AverageExercise
                
                Underlying
                
                Contractual
                
                Exercise
                
                Underlying
                
                ExercisePrice
                
                Warrants
                
                Life
                
                Price
                
                Warrants
                
                Price$   0.15
                
                4,750,000
                
                4.94
      years
                
                $    0.15
                
                4,750,000
                
                $     0.15OPTIONS
      OUTSTANDING
                
                OPTIONSEXERCISABLENumber
      of
                
                Weighted
                
                
                
                Number
      ofOutstanding
                
                Average
                
                Weighted
                
                Exercisable
                
                WeightedAverage
                
                Shares
                
                Remaining
                
                Average
                
                Shares
                
                AverageExercise
                
                Underlying
                
                Contractual
                
                Exercise
                
                Underlying
                
                ExercisePrice
                
                Options
                
                Life
                
                Price
                
                Options
                
                Price$     0.90
                
                1,677,500
                
                8.29
      years
                
                $    0.90
                
                1,602,500
                
                $     0.90
 
 F-19
 
 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
  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
  F-21
  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.
  
  F-22