U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         For the transition period from ______ to _______

                        Commission file number: 02-69494

                             GLOBAL GOLD CORPORATION
                 (Name of small business issuer in its charter)

                     Delaware                          13-03025550
         (State or other jurisdiction of              (IRS Employer
          incorporation or organization)            Identification No.)

                    104 Field Point Road, Greenwich, CT 06830
               (Address of principal executive offices) (Zip Code)

                    Issuer'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

Check whether the issuer (l) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                  Yes: _X_          No: ____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB

                  Yes: ____                 No: _X__

The issuer's revenues for its most recent fiscal year ending December 31, 2004
were $-0-.

The aggregate market value of the voting stock held by non-affiliates of the
Company computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of March 23, 2005, was
$1,531,240.

As of March 23, 2005 there were 13,461,301 shares of the registrant's Common
Stock outstanding.

(1) As of December 31, 2004, the Company's Common Stock was publicly traded.
However, the Board of Directors of the Company determined that the fair market
value of the Common Stock based on the share price of the most recent sale of
common stock as of December 31, 2004 was $0.50 per share.

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<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

(1) GENERAL OVERVIEW

Global Gold Corporation (the "Company") is currently in the development stage.
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 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 was previously
engaged in the development of a gold mining project in Armenia, and had pursued
various mining and other business opportunities thereafter, but without any such
transactions (see following Project Descriptions). In September 2002, the
Company entered into negotiation to acquire a mining property in Chile. The
Company, on January 15, 2003, entered into an option/purchase/lease agreement
with Alfredo Soto Torino and Adrian Soto Torino for the purchase of copper gold
properties in Chile (the Candelaria 1 to 3, the Santa Candelaria 1 to 8 and the
Torino I mining claims 1 through 7 and Torino II mining claims 1 through 11)
Chanaral District III (the "Chilean Agreement"). The Company currently refers to
all of the properties acquired by the Chilean Agreement as "Santa Candalaria."
The Agreement was converted into a purchase agreement on February 4, 2004.

In Addition to the Chilean Agreement, the Company has entered into two
agreements in Armenia, a member of the Commonwealth of Independent States in
2003. These agreements are for the acquisition of the Hankavan and Marjan mines,
and an agreement on cooperation on confidentiality and to negotiate with Sipan I
LLC, an Armenian company, for the purchase of the Lichvaz-Tei and Terterasar
gold properties in southern Armenia.

On January 24, 2003, the Company formed Global Gold Oro LLC and Global Gold
Plata LLC, as wholly owned companies, in the State of Delaware. The companies
were formed to be equal joint owners of a Chilean Limited Liability Company,
Minera Global Chile Limitada, formed as of May 6, 2003, for the purpose of
owning and which currently owns the mining rights to the Santa Candalaria
("Minera Global").

On August 18, 2003, the Company formed Global Gold Armenia LLC and Global
Gold Mining LLC, as wholly owned companies, in the State of Delaware. Global
Gold Mining LLC was formed to own Global Gold Armenia LLC which owns all of
shares of SHA, LLC and is intended to be the entity through which the shares or
assets of SIPAN I, LLC are owned.

(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, 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 wholly-owned Cayman Islands subsidiary ("GGA"), reached an agreement
with First Dynasty Mines, Ltd., whose name changed to Sterlite Gold Ltd. on July
5, 2002 ("Sterlite"), a Canadian public company whose shares are traded on the
Toronto Stock Exchange and on NASDAQ. Under such agreement, Sterlite acquired
the right to acquire all of the stock of GGA, subject to certain conditions, by
advancing funds in stages necessary for the implementation of the tailing
project and the preparation of engineering and business plan materials for the
remaining Armenian mining projects and delivering 4,000,000 shares of First
Dynasty Common Stock.

The Company, GGA and Sterlite entered into a definitive agreement dated May 13,
1997 reflecting the final agreement of the parties with respect to the above
project (the "FDM Agreement"). The parties thereafter amended the FDM Agreement
on July 24, 1998.

In connection with Sterlite's purchase of the Company's remaining 20% interest
in GGA, the Company received a certificate representing special warrants to
purchase 4,000,000 shares of First Dynasty common stock. In September 1999, the
warrants were exchanged for 4,000,000 shares of First Dynasty common stock. As
of December 31, 2004, the Company did not own any shares of Sterlite common
stock.

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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, in any exploration project undertaken by them in Armenia.

For a further description of the background concerning the Armenian mining
project, an interested person can review the quarterly and annual reports
previously filed by the Company with the SEC.

(3) PRIOR GEORGIAN MINING PROJECT

As of December 31, 1997, the Company abandoned its pursuit of any mining project
in the country of Georgia.

For a further description of the background concerning the Georgian mining
project, an interested person can review the annual reports previously filed by
the Company with the SEC.

(4) RECENT ACTIVITIES

The Company's principal activity at present consists of developing its
copper/gold property in the Chanaral District III in Chile. On January 15, 2003,
the Company entered into an option/purchase/lease agreement with Alfred Soto
Torino and Adrian Soto Torino for the purchase of copper and gold properties in
Chile for a total purchase price of U.S. $400,000 which was non-interest bearing
and payable over four years at U.S. $25,000 per quarter, commencing on March 31,
2003, which first payment was made. In addition to the purchase price, a royalty
of U.S. $1 per ounce was to be paid quarterly, on all ounces of gold produced in
excess of 500,000 ounces, provided that the average price of gold per quarter
exceeded U.S. $310 per ounce as reported by the London Metal Exchange.

On February 4, 2004, the Company renegotiated the contract to purchase the
Chilean property for an additional payment of U.S. $25,000, making the total
purchase price U.S. $50,000 plus a royalty of U.S. $1 per ounce to be paid
quarterly on all ounces of gold produced up to 500,000 ounces, provided that the
average price of gold per quarter exceeds U.S. $310 per ounce as reported by the
London Metal Exchange.

The Chilean property consists of approximately 1,100 acres in total, including
the Candelaria Mining Claims 1 to 3, Santa Candelaria 1 to 8 and the Torino I,1
to 7 and the Torino II,1 to 11. The Company has not yet developed a feasibility
report for the development of these properties, and has not yet ascertained the
amount of the proven or probable reserves of gold, copper and other minerals on
the property, if any. On March , 2005, Minera Global entered a contract with
Adrian Soto-Torino to mine the vein structure historically mined at the Santa
Canadalaria, and plans to begin a drilling program in the second quarter of 2005
to further explore the property.

On October 28, 2003, the Company entered into an agreement on cooperation and
confidentiality and to negotiate with Sipan I, LLC, an Armenian company, for the
purchase of the Lichvaz-TEI and Terterasar gold/silver properties and the
Aigedzor Processing Plant in southern Armenia.

On December 26, 2003, the Company advanced U.S. $50,000 to Sipan I LLC as a
deposit towards the purchase of the Lichkvadz-Tei and Terterasar Mining
Properties defined in the October 28, 2002 agreement on cooperation and
confidentiality and to negotiate.

On January 20, 2004, the Company entered into a Purchase Deposit Agreement with
Sipan I, LLC that provides for a deposit of $50,000 against a $3,300,000 payment
due at the closing date less the deposit, and a $1,000,000 reserve to be held by
the Company for three years that will accrue interest from the closing date. The
reserve will be used to indemnify and hold the Company harmless from any
liabilities related to Sipan I, LLC prior to the closing. The date to execute a
purchase and sale agreement was extended to January 15, 2005. The deposit is
non refundable unless Sipan I LLC is unable or unwilling to close the sale
transaction and such failure was not caused by actions of the Company. On
February 25, 2005, the Company gave notice that Sipan I, LLC was in default of
the Purchase Deposit Agreement, but the companies have continued discussions in
an effort to close the contemplated transaction.

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On March 17, 2003, the Company entered into an agreement with SHA, LLC, an
Armenian limited liability company, for the acquisition of the Hankavan mine, a
gold molybdenum and copper mine, in Armenia, for a total purchase price of US
$150,000 (or $175,000 if the Marjan mining property is also transferred) payable
in installments. Under such agreement, as executed, the Company had the option,
exercisable within 45 days from March 17, 2003, as executed, to acquire either
(i) the exclusive license, permits, and all rights related to such mine, or (ii)
all of the ownership shares of SHA and any other entity which may hold rights to
such mine.

On December 21, 2003, the Company exercised its option to purchase all of the
ownership shares of SHA, LLC holding title to the Hankavan and Marjan mines for
an additional payment of U.S. $10,000 and a Royalty Agreement to pay one dollar
per ounce of gold produced at Hankavan up to $160,000. The Company also advanced
U.S. $1,500 for exploration costs and licensing fees.

The Hankavan mine deposit is located in central Armenia between Vanadzor and
Meghradzor north of the Marmarik River. The Marjan property is located in south
central Armenia and is a polymetallic; gold, silver, lead, and zinc ore body.
The Company has not yet developed a feasibility report for the development of
these properties, and has not yet determined the amount of proven or probable
reserves of gold, copper and other minerals on the property, if any. At
Hankavan, A program to reopen the previously constructed exploration tunnels
surveying geological mapping, sampling and chemical analyses has been developed
and began in the fourth quarter of 2004 and is anticipated for completion in the
second quarter of 2005. This program focuses on a particular area within the
entire Hanakvan orebody which was previously reported by Gosudarstvennoy Komissi
Zapasam Poleznikh Iskopaemikh ("GKZ) to have a higher gold content than the
balance of the primarily copper and molybdenum orebody. At Marjan in 2004, the
Company developed an exploration program which, for climactic reasons, is
planned to begin in the second quarter of 2005.

The Company has also identified other mining and exploration properties in
Armenia and in Chile which it is evaluating for acquisition and development. On
January 25, 2005, SHA submitted applications to the Armenian Government for
exploration for five additional mineral bearing properties proximate to
Hankavan.

(5) RISK FACTORS

The following risk factors should be considered in connection with an evaluation
of the business of the Company:

DEVELOPMENT STAGE COMPANY

Since the Company did not engage in the active conduct of a trade or business,
it has not generated any revenues to date, with the exception of interest income
and the shares of Sterlite common stock and cash received from such source under
the FDM Agreement, as amended. 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.

COMPETITION

There is intense competition in the mining industry. If the Company does engage
in any future mining activities, it will be competing with larger mining
companies, many of which have substantially greater financial strengths,
capital, marketing and personnel resources than those possessed by the Company.

NEED FOR KEY PERSONNEL

The Company presently only has one officer intimately familiar with the
operation of mining projects or the development of such projects. While the
Company does not believe the loss of its president or any other 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 wholly owned companies personnel with mining, geology, and
related backgrounds in Armenia and in Chile.

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<PAGE>

TRADING MARKET

The shares of the Company's common stock are currently traded on the OTC
Bulletin Board. The shares of the Company's common stock were declared eligible
for trading on the OTC Bulletin Board, effective March 30, 2004.

LACK OF INSURANCE PROTECTION

The Company may not be able to obtain adequate insurance protection for its
potential investments in the Chilean mining project and any Armenian mining
project.

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, 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 Group 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 dependent 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, there can be no assurance that they will be renewed
or as to the terms of any such renewal. All mineral rights within the countries
in which the Group is currently operating and state-owned.

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,
economic and other factors in Chile and Armenia.







                                        5

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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  and  Chief  Executive  Officer  and Van Z.
Krikorian,  President,  General Counsel and Director, own 2,428,453, and 950,000
shares  respectively,  or a total of  3,378,453  shares,  out of the  12,611,301
shares of the Company's  Common Stock issued and  outstanding as of December 31,
2004. The two Company  officers and NJA  Investments  owner of 1,450,000  common
shares  of the  issued  and  outstanding  shares,  entered  into a  shareholders
agreement dated January 1, 2004,  that provides for each of the  shareholders in
the agreement to vote for the others as directors. In addition,  Firebird Global
Master Fund, Ltd., Firebird Republics Fund, Ltd., and Firebird Avrora Fund, Ltd.
own  1,500,000,  750,000,  and  750,000  shares of the common  stock  issued and
outstanding  as of December 31, 2004. If all of the above persons were to act in
concert (as to which there is no assurance), they would effectively control most
if not all  matters,  affecting  the  Company,  including  the  election  of its
directors.


ITEM 2.  DESCRIPTION OF PROPERTIES

The Company rents office space in a commercial building at 104 Field Point Road,
Greenwich, CT on a month to month basis at a rental cost of $1,500 per month
from Analytix Capital, which until November 4, 2004 also served as a financial
advisor to the Company.

For a description of the mining properties in which the Company has an interest,
see "Armenian mining project" and "Recent Activities".

ITEM 3.  LEGAL PROCEEDINGS

Except as noted below, there is no material pending legal proceeding to which
the Company is a party or to which any of its properties is subject.

On October 4, 1999, Penn Med Consultants, Inc. ("PennMed"), Drury J. Gallagher
("Gallagher") and other officers of PennMed entered into a Settlement Agreement
of a Civil False Claims Act lawsuit with the United States of America, the
Office of Inspector General of the United States Department of Health and Human
Services, the Pennsylvania Department of Public Welfare and qui tam relators.
The Settlement Agreement ended an investigation into allegedly fraudulent
administrative expenses which adversely affected reimbursement from the Medicare
and Pennsylvania Medicaid programs by PennMed. Under the Settlement Agreement,
PennMed, Gallagher and the other PennMed officers agreed to pay the Federal
Government and the Pennsylvania Department of Public Welfare a restitution
amount and PennMed agreed to adhere to a comprehensive compliance program
without any admission of wrongdoing on behalf of the defendants. In addition,
Gallagher agreed to exclusion, for a period of five years, from participation in
the Medicare, Medicaid and all other federal and Pennsylvania state health care
programs, including managed care programs. Such exclusion has national affect
and also applies to other federal procurement and non-procurement programs.
Gallagher waived his right under any statute or regulation to payment from
Medicare, Medicaid, TRICARE, the Veterans Administration or the Federal Employee
Health Benefit Program administered by the Office of Personnel Management during
the subject exclusion. PennMed continues to operate the nursing home business
previously conducted by it. The five year exclusion period applicable to
Gallagher ended on October 4, 2004.

The Company was never a defendant in such action and was not a party to the
Settlement Agreement which concluded the investigation.

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

None



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                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) Shares of the Company's common stock were authorized for trading on
the OTC Bulletin Board on March 30, 2004, and have been traded there since under
the symbol"GBGD." The high and low per share price prices and dividends that
were paid therefore for 2003 and 2004 were as follows:

                   2003                       2004
                   ----                       ----
Quarter      High* Low* Dividend        High  Low  Dividend
-------      ----  ---  --------        ----  ---  --------
1st           -     -      0             -     -   $   0
2nd           -     -      0            0.01  0.03     0
3rd           -     -      0            0.03  1.01     0
4th           -     -      0            0.25  0.30     0

* The shares of the Company's common stock were not publicly traded until March
31, 2004.

         (b) As of March 23, 2005, the Company had 13,461,301 issued and
outstanding shares of its Common Stock.

         (c) As of March 23, 2005, there were approximately 1,200 holders of
record of shares of the Company's Common Stock.

         (d) 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, 2003 and
December 31, 2004 and does not anticipate paying any dividends in the
foreseeable future.

         (e) 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.

Sales of  Securities.  (a) On March 17, 2004 the Company issued 50,000 shares to
each of its five directors then serving as compensation for their service at the
fair market value of $0.50 per share as  determined  by the Board of  Directors.
The  Company  issued  such  securities  in  reliance  upon  Section  4(2) of the
Securities  Act of 1933,  as amended (the  "Act");(b)  On December 6, 2004,  the
Company  issued  40,000  shares of its common  stock to its Vice  President  Dr.
W.E.S.  Urquhart in consideration  for forgiveness of salary debt also valued at
the fair value of $0.50 per share as determined  by the Board of Directors.  The
Company issued such  securities in reliance upon section 4 (2) of the Act.(c) On
November 4, 2004, the Company sold  1,500,000,  750,000, and 750,000 shares at a
purchase price of $0.50 per share to each of Firebird Global Master Fund,  Ltd.,
Firebird  Republics Fund,  Ltd., and Firebird  Avrora Fund,  Ltd,  respectively,
together with warrants to purchase 1,500,000, 750,000, and 750,000 shares of the
Company's  common stock at an exercise  price of $0.75 per share,  respectively,
expiring  on  December  1, 2006.  The  Company  believes  each such person is an
accredited  investor under the meaning of Regulation D issued under the Act. The
Company  issued  such  shares in  reliance  on  Section  4(2) of the Act.  For a
description of other sales of securities by the Company during 2004, see Item 6,
Management's  Discussion and Analysis or Plan of Operation.  All of the sales of
securities were accomplished as private  placements exempt from the registration
requirements  of the federal  securities  laws.  (d) On  November  4, 2004,  the
Company issued 200,000 shares to Drury J. Gallagher in cancellation  of his debt
of $100,000.  The Company issued such  securities in reliance upon section 4 (2)
of the act.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

When used in this discussion, the words "expect(s)", "feel(s)", "believe(s)",
"will", "may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, and are urged to carefully review and consider the
various disclosures elsewhere in this Form 10-KSB.

RESULTS OF OPERATIONS

TWELVE-MONTHS ENDED DECEMBER 31, 2004 AND TWELVE-MONTHS ENDED DECEMBER 31, 2003

During the twelve-month period ended December 31, 2004, the Company's
administrative and other expenses were $711,512 which represented an increase of
$253,560 from $457,952 in the same period last year. The expense increase was
primarily attributable to higher compensation expense of $225,112, accounting
fees of $13,100, and higher travel expenses of $9,445 due to increased activity
resulting from project development in Armenia and Chile.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2004, the Company's total assets were $1,464,479, of which
$1,014,268 consisted of cash or cash equivalents.

The Company's plan of operation for the calendar year 2005 is:

(a) To continue exploration activities and commence mining with regard to the
Santa Candalaria Chilean mining properties purchased in February 2004;

(b) To develop the Hankavan and Marjan mining properties in Armenia acquired in
December 2003, to engage in further exploration in Armenia, and to pursue and
consummate the acquisition of the Armenia mining properties from Sipan 1, LLC;

(c) To review and possibly acquire additional mineral bearing properties; and

(d) Pursue additional financing through private placements or joint ventures.

The Company retains the right until December 31, 2009 to elect to participate at
a level of up to twenty percent with Sterlite Gold Ltd. or any of its affiliates
in any exploration project undertaken in Armenia.

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<PAGE>

The Company anticipates in 2005 spending approximately $20,000 per month in
Chile after an initial expenditure of approximately $40,000 to finance mining
operations which are anticipated to earn approximately $45,000 per month at the
Santa Candalaria mine (although there can be no assurance of such result), and
the Company further anticipates approximately $100,000 for drilling and further
exploration at the Santa Candalaria property.

The Company also anticipates spending additional funds in Armenia for further
exploration and development as well as acquisition of properties. The Company
anticipates that it may have to issue additional equity or debt to finance its
planned activities. The Company anticipates that it might obtain additional
financing from the holders of its Warrants to purchase 330,000 shares of Common
Stock of the Company at an exercise price of $0.25 per share, which expire on
October 31, 2005. If the Warrants were exercised in full, the Company would
receive $82,500 in gross proceeds. In addition, the Company anticipates that it
might obtain additional financing from the holders of its Warrants to purchase
3,000,000 million shares of Common Stock of the Company at an exercise price of
$0.75 per share, which expire on December 1, 2006. If these Warrants were
exercised in full, the Company would receive $2,250,000 in gross proceeds.

The Company does not intend to engage in any research and development during
2005 and does not expect sell any plant or significant equipment; it does
anticipate purchasing processing plant and equipment assets.

The Company has been able to continue its development stage activities based
upon its receipt of funds from the issuance of equity securities and shareholder
loans, and by acquiring assets or paying expenses by issuing stock. The
Company's continued existence is dependent upon its continued ability to raise
funds through the issuance of our securities or borrowings. Management's plans
in this regard are to obtain other debt and equity financing until profitable
operation and positive cash flow are achieved and maintained. Although
management believes that it will be able to secure suitable additional financing
for the Company's operations, there can be no guarantee that such financing will
continue to be available on reasonable terms, or at all.

ITEM 7.  FINANCIAL STATEMENTS

The audited financial statements of the Company, notes thereto and reports of
Independent Certified Public Accountants thereon for the years ended December
31, 2004 by Allen G. Roth, P.A. and December 31, 2003 by Marcum & Kliegman LLP,
are attached hereto as a part of, and at the end of, this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not Applicable

ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2004, the last day of the fiscal year covered by this report,
an evaluation was carried out under the supervision and with the participation
of the Company's Chief Executive Officer and Chief Financial Officer of the
effectiveness of our disclosure controls and procedures (as defined in the
Securities and Exchange Act of 1934 Rules 13a-14 and 15d-14). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2004, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the time periods specified in Securities and Exchange Commission rules and
forms. Subsequent to December 31, 2004, there were no changes in the Company's
internal control over financial reporting that have materially affected or are
likely to affect materially the Company's internal control over financial
reporting.




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                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and executive officers of the Company are as follows:

 Name                      Age      Office or Position with the Company
 ----                      ---      -----------------------------------

 Drury J. Gallagher        66       Chairman, Chief Executive Officer,
                                    Treasurer and Director

 Van Z. Krikorian          45       President and General Counsel and
                                    Director

 Dr. W.E.S. Urquhart       54       Vice President

 Nicholas J. Aynilian      41       Director

 Ian C. Hague              43       Director

 Michael T. Mason          59       Director



Each director is elected for a period of one year and serves until his successor
is duly elected and qualified. Each director receives 50,000 shares of the
Company's common stock per year for their services as a director. The shares
payable for services for the year 2005 were issued on January 11, 2005. Officers
are appointed by the Board of Directors. On January 1, 2004, Van K. Krikorian,
Nicholas J. Aynilian and Michael T. Mason were appointed directors of the
Company. On January 11, 2005, Ian C. Hague was appointed as director.

The Board of Directors has appointed an audit committee consisting of Messrs.
Aynilian and Mason, but has not appointed any compensation or any other
committee. Instead, the Board acts as a whole in other matters.

Mr. Gallagher has served as a director since 1981 and as Chairman, President and
Treasurer of the Company from 1982 until February 1, 1997 and as Chairman, Chief
Executive Officer and Treasurer since that date.

Mr. Krikorian has served as Vice President and General Counsel from June 1,
2003, as director from January 1, 2004, and as President and General Counsel
since October 1, 2004. He is an Adjunct Professor of Law at Pace University Law
School and is on the International Council of the George Washington University
Elliott School. Prior to joining the Company, Mr. Krikorian was a partner in the
New York office of Vedder, Price, Kaufman & Kammholz LLP from 1998 to 2003 and
practiced law with Patterson, Belknap, Webb & Tyler from 1993 to 1998. He
represented the Company as outside counsel since 1995. In 1992, Mr Krikorian was
Armenia's Counselor and Deputy Representative to the United Nations.

Dr. W.E.S. Urquhart is Vice President in charge of the Company's operations in
South America and also consults with the Company on its Aremnian and other
operations. He has a Ph.D. in geology and over 30 years experience in
geophysics. Dr.Urquhart was an owner and President of High Sense Geophysics,
Ltd. until it was sold to Fugro N.V. in 2000. He was a director and past Vice
President of the Prospectors and Developers Association of Canada.

Mr. Aynilian, a director since January 1, 2004, is Vice-President, Secretary and
Treasurer of N.Y. Aynilian & Co., Inc. from 1982 to present. He was the founder,
President, Secretary and Treasurer of Vanick Properties Incorporated from 1987
to present, and also the founder, President, Secretary and Treasurer of Aynilian
Funding Corporation from 1992 to present as well as the founder and Sole
Proprietor of N.J.A. Investments from 1986 to present.

Mr. Hague, a director since January 11, 2005, is a cofounder of Firebird
Management, LLC which manages over $1.2 billion in seven funds. He is the lead
manager of Firebird Fund, Firebird New Russia Fund, and Firebird Republics Fund.
Mr. Hague serves as a member of the Supervisory Board of the Bank of Georgia and
is on the Board of Directors of Amber Trust, a private equity fund specializing
in companies in the Baltic States.

Mr. Mason, a director since January 1, 2004, is President, Managing Director,
Director, Managing Partner and Principal of MBMI Resources Inc., from 1997 to
present. He is also the Managing Partner of Mineral Services LLC. from 1999 to
the present. In addition, he is the Managing Director and Principal of
Tradellion, Inc. from 1997 to the present.

Given the fact that the Company has only two employees in the United States, all
of whom are members of the Board of Directors, and given the limited scope of
the Company's operations to date, the Company has not yet adopted a code of
ethics within the meaning of Item 406 of Regulation S-B, but is considering the
adoption of a code of ethics in the future.



                                       9

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         (a) The summary compensation table shown below indicates the cash or
accrued compensation paid by the Company as well as other compensation paid or
accrued to the Chairman and Chief Executive Officer (the Company's chief
executive officer) and the other executive officers at December 31, 2004 for
services rendered in all capacities during calendar years 2004, 2003 and 2002.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                Securities
                                                                Underlying
      Name and                                    Restricted   Options/SARs     All Other
 Principal Position    Year     Salary     Bonus    Awards          (#)        Compensation
 ------------------    ----    --------    -----   --------    ------------    ------------

<S>                    <C>     <C>           <C>       <C>            <C>            <C>
 Drury J. Gallagher    2004    $100,000     -0-       -0-            -0-            -0-
 Chairman, Chief       2003    $ 45,000     -0-     900,000          -0-        $50,000(i)
 Executive Officer     2002    $  5,000     -0-       -0-        150,000            -0-
 and Treasurer
 (the Company's
 Chief Executive
 Officer)

 Robert A. Garrison    2004    $ 50,000     -0-         -0-          -0-        $50,000(i)
 President, Chief      2003    $ 45,000     -0-     900,000          -0-        $50,000(i)
 Operating Officer,    2002    $  5,000     -0-         -0-     150,000              -0-
 Chief Financial
 Officer and
 Secretary (the
 Company's Chief
 Financial Officer until June 30, 2004)

 Van Z. Krikorian      2004    $100,000     -0-         -0-          -0-            -0-
 President and         2003    $103,333     -0-     900,000          -0-            -0-
 General Counsel

 Dr. W.E.S Urquhart    2004    $    -0-     -0-      40,000          -0-            -0-
</TABLE>

 ---------
 (i) Deferred Compensation.

         (b) Stock Options and Awards

         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 $0.11 per share, to each of the Chairman
and President of the Company. 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. A total of 200,000 shares remain to be
issued under the 1995 Stock Option Plan as of March 31, 2005. All options under
the plan will expire on June 30, 2007.










                                       10

<PAGE>

<TABLE>
<CAPTION>

                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTIONS VALUES

                                        Value       Number of Options and       Value of In-The-Money
                          Shares       Realized    Underlying Securities at     Options\SARs At Fiscal
                         Acquired      ($) from           Year End                    Year-End
                            on         Exercise    ------------------------    ------------------------
 Name                   Exercise(#)    Options     Unexercised    Exercised    Unexercised    Exercised
 ----                   -----------    --------    -----------    ---------    -----------    ---------
<S>                          <C>           <C>       <C>              <C>            <C>          <C>
 Drury J. Gallagher,         -             -         150,000          -              -            -
 Chairman, Chief
 Executive
 Officer

 Robert A. Garrison,         -             -         150,000          -              -            -
 President, Chief
 Operating
 Officer
</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) Set forth below is information as of December 31, 2004 pertaining to
ownership of the Company's Common Stock, determined in accordance with Rule
13(d)(3) under the Securities and Exchange Act of 1934, by (i) each person who
is known to the Company to own more than 5% of the Company's Common Stock, (ii)
each director of the Company and (iii) all directors and executive officers of
the Company as a group:

<TABLE>
<CAPTION>

 Title of      Name and Address of                   Number of
  Class        Beneficial Owner                      Shares (1)     Percent of Class
 --------      ----------------                      ------------    ---------------

 (i) More than 5% Beneficial Owners

<S>                                                  <C>                  <C>
 Common        Robert A. Garrison                    1,680,367(2)         13.10(2)
               44 Lords Highway East
               Weston, CT 06883

 Common        Firebird Global Master Fund, LTD      3,000,000            21.25(3)
               c/o Citco Fund Services (Cayman) Ltd
               Regatta Office Park, West Bay Park
               PO Box 31106, SMB
               Grand Cayman, Cayman Islands

 Common        Firebird Republics Fund, LTD          1,500,000            11.23(4)
               c/o Trident Trust Co. (Cayman) Ltd
               1 Capital Place, Box 847
               Grand Cayman, Cayman Islands

 Common        Firebird Avrora Fund, LTD             1,500,000            11.23(5)
               c/o Trident Trust Co. (Cayman) Ltd
               1 Capital Place, Box 847
               Grand Cayman, Cayman Islands





                                       11

<PAGE>

 (ii) Directors and Executive Officers

 Common        Drury J. Gallagher                    2,678,453(6)          20.83(6)
               107 Eakins Road
               Manhasset, NY 11030

 Common        Nicholas J. Aynilian                   1,450,000             11.50(7)
               P.O. Box 1963
               Canal Street Station
               New York, NY  10013

 Common        Van Z. Krikorian                         950,000              7.53(8)
               5 Frederick Court
               Harrison, NY 10528

 Common        Michael T. Mason                          50,000                0.40
               142 Stratford Avenue
               Garden City, NY 11530

 Common        Dr. W.E.S. Urquhart                       40,000                0.32
               San Juan de la Cruz 13631
               Las Condes
               Santiage, Chile


 (iii) All Directors and Officers as a Group          5,168,453               40.20

</TABLE>

(1) For purposes of this table, a person or group is deemed to have beneficial
ownership of any shares, warrants and options which such person has the right to
acquire within 60 days after December 31, 2004. For purposes of calculating the
percentage of outstanding shares held by each person named herein, any shares,
warrants and options which such person has the right to acquire within 60 days
after December 31, 2004 are deemed to be outstanding, but not for the purpose of
calculating the percentage ownership of any other person. The total amount of
all these shares, warrants and options is 16,241,301

(2) This amount includes 100,000 shares of Common Stock issuable upon the
exercise of the Warrants acquired by Mr. Garrison, 150,000 shares of common
stock issuable upon the exercise of options granted under the stock option
agreement dated July 1, 2002 and 373,167 shares of common stock as a stock award
under the terms of the February 1, 2003 amended and restated four-year
employment agreement.

(3) This amount includes 1,500,000 shares of Common Stock issuable upon the
exercise of the Warrants acquired by Firebird Global Master Fund, LTD under the
Stock Subscription and Stockholders Agreement dated November 4, 2004.

(4) This amount includes 750,000 shares of Common Stock issuable upon the
exercise of the Warrants acquired by Firebird Republics Fund, LTD under the
Stock Subscription and Stockholders Agreement dated November 4, 2004.

(5) This amount includes 750,000 shares of Common Stock issuable upon the
exercise of the Warrants acquired by Firebird Avrora Fund, LTD under the Stock
Subscription and Stockholders Agreement dated November 4, 2004.

(6) This amount includes 100,000 shares of common stock issuable upon the
exercise of the Warrants acquired by Mr. Gallagher, 150,000 shares of Common
Stock issuable upon the exercise of options granted under the stock option
agreement dated July 1, 2002 and 900,000 shares of common stock as a stock award
under the terms of the February 1, 2003 amended and restated four-year
employment agreement.

(7) This amount includes 1,400,000 shares owned by NJA Investments, Inc as to
which Mr. Aynilian has the sole voting power and the sole investment power.

(8) This amount includes 900,000 shares of Common Stock as a stock award under
his June 8, 2003 employment agreement.

(b) As of December 31, 2004, there were no arrangements in effect which may
result in a change of control of the Company.

<TABLE>
<CAPTION>

        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, 2004.

                                Number of Securities to       Weighted average exercise       Number of securities remaining
                                be issued upon exercise         price of outstanding       available for issuance under equity of
                                  outstanding options,          options, warrants and         compensation plans (excluding
                                  warrants and rights                  rights                securities reflected in column (a))
     Plan Category                      (a) (#)                   (b)($)                           (c) (#)
     -------------              -----------------------       -------------------------    -------------------------------------
<S>                                      <C>                        <C>                                   <C>
Equity compensation plans
approved by security holders(1)          500,000                   $.17                                  200,000

Equity compensation plans not
approved by security holders                   0                      0                                        0
                                      ----------                                                       ----------

Total:                                   500,000                                                         200,000

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH OFFICERS

The Company entered into four-year Employment Agreements with each of Messrs.
Gallagher (its Chairman and Chief Executive Officer) and Garrison (its President
and Chief Financial Officer) as of July 1, 2002. Pursuant to these agreements,
the Company agreed to deliver to each of these officers 100,000 shares of its
Common Stock as base compensation for each year during the four-year term,
subject to an adjustment each year, as determined by the Board of Directors (i)
in an amount equal to the increase in the consumer price index or (ii) up to 10%
of the then base compensation. In addition, each officer was entitled to annual
bonus compensation under any bonus plan as determined by the Board of Directors.
On October 31, 2002, the Company issued 100,000 shares of its Common Stock as
compensation to each officer for the year ended December 31, 2002. The Company
entered into Amended and Restated Employment Agreements with Messrs. Gallagher
and Garrison dated as of February 1, 2003 that modified the existing four-year
Employment Agreements and entered into an initial employment contract with Mr.
Krikorian (its Vice President and General Counsel) as of June 1, 2003
terminating on June 30, 2006. Each Amended and Restated Employment Agreement

                                       12

<PAGE>

provides for base compensation of $100,000 per year (subject to payment as cash
flow permits), and the granting of 900,000 shares as a stock award subject to a
substantial risk of forfeiture if either terminates his employment with the
Company (other than by death or disability) over the term of the agreement, and
which is to be earned, and vest ratably, during such period, plus any bonus
determined in accordance with any bonus plan approved by the Board of Directors.
The Employment Agreement with Garrison terminated as of June 30, 2004 by mutual
agreement. As of Janaury 1, 2005, the Company amended and extended for two years
the Employment Agreement with Krikorian, who became President and General
Counsel as of October 1, 2004. The amended compensation terms included an
increase in base compensation to $180,000 per year and the granting of an
additional 600,000 shares as a stock award subject to a substantial risks of
forfeiture on the same terms as provided in the original Employment Agreement.

The Company issued the 50,000 shares to each of the five Directors as of January
1, 2004 and the 40,000 shares to Dr.Urquhart on December 6, 2004 at the fair
market value of $0.50 per share, as determined by the Board of Directors. Such
amounts have been reflected as unearned compensation and are being amortized
into compensation expense on a straight-line basis over the term of the
agreements. Compensation expense for the year ended December 31, 2004 is
$546,756.

The amount of total unearned compensation amortized for the year ended December
31, 2004 is $316,756.

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 Chairman Mr. Gallagher
and then President of the Company, Mr. 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.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Financial Statements.

         The following documents are filed as part of this report: Financial
         Statements of the Company, including reports 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, 2004 and December 31, 2003.

2. Exhibits.

10.39     Definitive  Agreement  by and among the  Registrant,  Global  Gold
          Armenia Limited and First Dynasty Mines Ltd. dated as of May 13, 1997*

10.40     First Amendment to the Definitive Agreement by and among the
          Registrant, Global Gold Armenia Limited and First Dynasty Mines Ltd.
          dated as of October 10, 1997**

10.64     November 4, 2004 Stock Subscription and Stockholders Agreement ***

10.65     November 4, 2004 Registration Rights Agreement ***

10.66     November 4, 2004 Common Stock Purchase Warrants - (a) Firebird
          Global Master Fund, Ltd. ***

10.67     November 4, 2004 Common Stock Purchase Warrants - (b) Firebird
          Republics Fund, Ltd. ***

10.68     November 4, 2004 Common Stock Purchase Warrants - (c) Firebird
          Avrora Fund, Ltd. ***

10.69     November 4, 2004 Analytix Capital Agreement ***

31.1      Certification of Chief Executive Officer and Chief Financial Officer
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification of President pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002

32.1      Certification of Chief Executive Officer and Chief Financial Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification of President pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002


* Filed previously and incorporated by reference to an Exhibit to the
Registrant's Form 10-KSB filed for the fiscal year ended December 31,
1996.

** Filed previously and incorporated by reference to an Exhibit to the
Registrant's Form 10-KSB filed for the fiscal year ended December 31,
1997.

*** Filed previously and incorporated by reference to an Exhibit to the
Registrant's Form 10-QSB filed for the quarter ended September 30, 2004.

                                       13

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The Company's principal independent accountants for the year ended
December 31, 2004 was Allen G. Roth, P.A. and for the year ended December 31,
2003 the Company's principal independent accountants were Marcum & Kliegman,
LLP. Fees paid to these firms in 2004 and 2003 were as follows:


                                              2004           2003
                                              ----           ----

         Audit Fees ....................   $  22,000       $ 51,000

         Audit-related .................           0              0

         Tax fees ......................           0              0

         All other fees ................   $       0       $      0
                                           ---------      ---------
         Total .........................   $  22,000       $ 51,000


The  Company's  Audit  Committee  consists of Messrs.  Aynilain  and Mason.  The
engagement of Marcum & Kliegman LLP was approved by the Board.







                                       14

<PAGE>

                                   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)




Dated:   March 28, 2005                 By: /s/ Drury J. Gallagher
                                            ----------------------
                                            Drury J. Gallagher,
                                            Chairman, Chief Executive Officer
                                            and Treasurer

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.

         Name                           Title                         Date
         ----                           -----                         ----

 /s/ Drury J. Gallagher    CHAIRMAN, CHIEF EXECUTIVE OFFICER,     March 28, 2005
 ----------------------    TREASURER AND DIRECTOR (PRINCIPAL
 DRURY J. GALLAGHER        EXECUTIVE AND FINANCIAL OFFICER)


 /s/ Van Z. Krikorian      PRESIDENT, GENERAL COUNSEL             March 28, 2005
 --------------------      AND DIRECTOR
 VAN Z. KRIKORIAN

 /s/ Nicholas Aynilian     DIRECTOR                               March 28, 2005
 ---------------------
 NICHOLAS AYNILIAN








                                       15

<PAGE>


                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS

                                Table of Contents
                                                                            Page


Report of Independent Registered Public Accounting Firm -
for the Year Ended December 31, 2004 ........................................F-1

Report of Independent Registered Public Accounting Firm -
for the Year Ended December 31, 2003 ........................................F-2

Consolidated Balance Sheet -
as of December 31, 2004 .....................................................F-3

Consolidated Statements of Operations - for the years ended
December 31, 2004 and 2003 and the development
stage period January 1, 1995 through December 31, 2004 ......................F-4

Consolidated Statements of Changes in
Stockholders' Equity (Deficit) - for the years ended
December 31, 2004 and 2003 and the development stage
period January 1, 1995 through December 31, 2004 .................... F-5 to F-6

Consolidated Statements of Cash Flows - for the years
ended December 31, 2004 and 2003 and the development
stage period January 1, 1995 through December 31, 2004 ......................F-7


Notes to Financial Statements .......................................F-8 to F-19

<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Global Gold Corporation and Subsidiaries

I have audited the accompanying consolidated balance sheet of Global Gold
Corporation and Subsidiaries (a development stage company) as of December 31,
2004 and the related consolidated statements of operations, changes in
stockholders' equity (deficit), and cash flows for the year then ended and for
the period from January 1, 1995 through December 31, 2004. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

The consolidated financial statements of the Company for the period from January
1, 1995 to December 31, 2003 were audited by other auditors whose report, dated
April 22, 2004, expressed an unqualified opinion on those statements and
included an explanatory paragraph regarding the Company's ability to continue as
a going concern. The consolidated financial statements for the period from
January 1, 1995 to December 31, 2003 reflect a development stage net loss of
$2,516,657 of the total development stage net loss of $3,204,696. The other
auditors' report has been furnished to me, and my opinion, insofar as it related
to the amounts included for such prior periods, is based solely on the report of
such other auditors.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Global Gold
Corporation and Subsidiaries as of December 31, 2004 and the consolidated
results of their operations and their cash flows for the year then ended and for
the period from January 1, 1995 through December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.



/s/ Allen G. Roth, P.A.

March 4, 2005, except for Notes 10d and 10e,
as to which the dates are March 10, 2005  and
March 28, 2005
New York, New York


                                       F-1

<PAGE>

             Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of Global Gold Corporation

We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity (deficit), and cash flows for the year ended December
31, 2003 and for the period from January 1, 1995 through December 31, 2003 of
Global Gold Corporation and Subsidiaries (a developmental stage enterprise).
These 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.

The consolidated financial statements of the Company for the period from January
1, 1995 to December 31, 2002 were audited by other auditors whose report, dated
March 31, 2003, expressed an unqualified opinion on those statements and
included an explanatory paragraph regarding the Company's ability to continue as
a going concern. The consolidated financial statements for the period from
January 1, 1995 to December 31, 2003 reflect a development stage net loss of
$1,899,837 of the total development stage net loss of $2,516,657. The other
auditors' report has been furnished to us, and our opinion, insofar as it
related to the amounts included for such prior periods, is based solely on the
report of such other auditors.

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. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of their operations and their cash flows of
Global Gold Corporation and Subsidiaries for the year ended December 31, 2004
and for the period from January 1, 1995 through December 31, 2004 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2a to the
financial statements, the Company has incurred significant losses since
inception. This raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans with respect to these matters are also
described in Note 2a to the financial statements. The financial statements do
not include any adjustments that might result should the Company be unable to
continue as a going concern.


/s/ Marcum & Kliegman LLP

April 22, 2004
New York, New York

                                       F-2

<PAGE>

                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2004



                                     ASSETS
                                     ------

CURRENT ASSETS:Cash. ............................................    $1,014,268

MINE ACQUISITION COSTS ..........................................       450,211
                                                                     -----------

                                                                     $1,464,479
                                                                     ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:Accounts payable ............................    $    6,442
                                                                    -----------

STOCKHLDERS' EQUITY:
  Common stock $0.001 par value, 100,000,000 shares authorized
    12,611,301 shares issued and outstanding ....................        12,611
  Additional paid-in capital ....................................     7,766,004
  Deferred compensation .........................................      (208,234)
  Accumulated deficit ...........................................    (2,907,648)
  Deficit accumulated during the development stage ..............    (3,204,696)
                                                                    -----------
      TOTAL STOCKHOLDERS' EQUITY ................................     1,458,037
                                                                    -----------

                                                                     $1,464,479
                                                                    ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-3

<PAGE>
                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                           Cumulative Amount
                                                                                                        from the Inception of
                                                                         For the years ended               Development Stage
                                                                             December 31,                  (January 1, 1995)
                                                                   ------------------------------               through
                                                                      2004                 2003            December 31, 2004
                                                                   ---------            ---------       ---------------------

<S>                                                                <C>                  <C>                   <C>
REVENUES                                                           $       -            $       -             $         -

EXPENSES:
  Selling, general and administrative .......................        711,512              457,952               2,550,818
  Mines exploration costs ...................................         71,404              159,888                 231,292
  Legal fees ................................................         24,294               36,380                 716,927
  Write-off investment in Georgia mining interest ...........              -                    -                 135,723
  Gain on sale of interest in Global Gold Armenia ...........              -                    -                (268,874)
  Gain on sale of interest in Sterlite Gold Ltd. ............         (8,748)             (37,400)                (50,767)
  Gain on extinguishment of debt.............................       (110,423)                   -                (110,423)
                                                                   ---------            ---------             -----------

      TOTAL EXPENSES ........................................        688,039              616,820               3,204,696
                                                                   ---------            ---------             -----------

NET LOSS ....................................................      $(688,039)           $(616,820)            $(3,204,696)
                                                                   =========            =========             ===========

NET LOSS PER SHARE  - BASIC AND DILUTED .....................      $   (0.07)           $   (0.08)
                                                                   =========            =========

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED .....      10,214,607           7,979,202
                                                                   ==========           =========

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>

                                       F-4

<PAGE>
                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                                                   Accumu-
                                                                                                    lated
                                                                  Deficit                           Other      Total
                                                                Accumulated                        Compen-     Stock-      Compre-
                                                    Additional  during the             Deferred     sation    holders'     hensive
                                 Common Stock        Paid-in    Development  Treasury   Compen-     Income     Equity      Income
                               Share      Amount     Capital       Stage      Stock     sation      (Loss)    (Deficit)    /(Loss)
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------
<S>    <C>                      <C>      <C>       <C>          <C>          <C>       <C>        <C>        <C>          <C>
Balance from February 21,
 1980 to December 31, 1994
 (Note 1) ...................   898,074  $ 89,807  $ 3,147,693  $(2,907,648) $      -  $       -  $       -  $   329,852  $       -

  Adjustment for the
   restatement of par value .         -   (88,909)      88,909            -         -          -          -            -          -
  Issuance of stock for
   acquisition of Eyre
   Resources, N.L ........... 1,000,000     1,000      849,000            -         -          -          -      850,000          -
  Proceeds received from
   private placement ........   200,000       200      421,373            -         -          -          -      421,573          -
  Net loss ..................         -         -            -     (361,345)        -          -          -     (361,345)         -
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 1995  2,098,074     2,098    4,506,975   (3,268,993)        -          -          -    1,240,080          -

  Warrants exercised ........        40         -          100            -         -          -          -          100          -
  Net loss ..................         -         -            -     (668,577)        -          -          -     (668,577)         -
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 1996  2,098,114     2,098    4,507,075   (3,937,570)        -          -          -      571,603          -

  Issuance of common stock .. 2,250,000     2,250      222,750            -         -          -          -      225,000          -
  Net loss ..................         -         -            -     (690,747)        -          -          -     (690,747)         -
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 1997  4,348,114     4,348    4,729,825   (4,628,317)        -          -          -      105,856          -

  Net income ................         -         -            -       34,944         -          -          -       34,944          -
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 1998  4,348,114     4,348    4,729,825   (4,593,373)        -          -          -      140,800          -

  Purchase of treasury stock          -         -            -            -   (60,000)         -          -      (60,000)         -
  Unrealized loss on
   investment ...............         -         -            -            -         -          -    (16,000)     (16,000)   (16,000)
  Net income ................         -         -            -      (93,826)        -          -          -      (93,826)   (93,826)
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 1999  4,348,114     4,348    4,729,825   (4,687,199)  (60,000)         -    (16,000)     (29,026)  (109,826)

  Issuance of common stock in
   connection with settlement    20,000        20        1,980            -         -          -          -        2,000          -
  Cancellation of treasury
   stock ....................(1,000,000)   (1,000)     (59,000)           -    60,000          -          -            -          -
  Settlement of accrued
   salary ................... 1,000,000     1,000      161,500            -         -          -          -      162,500          -
  Sale of warrants ..........         -         -          650            -         -          -          -          650          -
  Unrealized loss on
   investment ...............         -         -            -            -         -          -    (90,000)     (90,000)   (90,000)
  Net loss ..................         -         -            -      (33,341)        -          -          -      (33,341)   (33,341)
                             ----------  --------  -----------  -----------  --------  ---------  ---------  -----------  ---------

Balance at December 31, 2000  4,368,114     4,368    4,834,955   (4,720,540)        -          -   (106,000)      12,783   (123,341)

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-5


<PAGE>
                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                                                  Accumu-
                                                                                                   lated
                                                                  Deficit                          Other       Total
                                                                Accumulated                       Compen-      Stock-       Compre-
                                                    Additional  during the             Deferred    sation      holders'     hensive
                                 Common Stock        Paid-in    Development  Treasury   Compen-    Income      Equity        Income
                               Share      Amount     Capital       Stage      Stock     sation     (Loss)      (Deficit)    /(Loss)
                             ----------  --------  -----------  -----------  --------  ---------  ---------    ---------    --------

<S>                 <C> <C>   <C>           <C>      <C>         <C>                               <C>          <C>         <C>
Balance at December 31, 2000  4,368,114     4,368    4,834,955   (4,720,540)        -        -     (106,000)     12,783           -
Net loss ....................         -         -            -      (26,832)        -        -      (26,832)    (26,832)          -
Unrealized gain on investment         -         -            -            -         -        -      (15,000)    (15,000)    (15,000)
                              ---------   -------   ----------  -----------  --------   -------    ---------    ---------   --------

Balance at December 31, 2001  4,368,114     4,368    4,834,955   (4,747,372)        -        -     (121,000)    (29,049)    (41,832)

Issuance of common stock for
compensation ................   200,000       200        9,800            -         -        -            -      10,000           -
Net loss ....................         -         -            -      (60,113)        -        -            -     (60,113)    (60,113)
Unrealized gain on investment         -         -            -            -         -        -      247,406     247,406     247,406
                              ---------   -------   ----------  -----------  --------  -------     --------     --------    -------

Balance at December 31, 2002  4,568,114     4,568    4,844,755   (4,807,485)        -        -      126,406     168,244     187,293

Issuance of common stock for
Cash:
  at $0.25 per share, January   350,000       350       87,150            -         -        -            -      87,500           -
  at $0.25 per share, July .. 1,000,000     1,000      231,500            -         -        -            -     232,500           -
  at $0.50 per share, October   100,000       100       46,400            -         -        -            -      46,500           -
  at 0.50 per share, October    400,000       400      185,600            -         -        -            -     186,000           -
Issuance of common stock for
 compensation:
  at $0.25 per share,
   February ................. 1,800,000     1,800      448,200            -         -  450,000)           -           -           -
  at $0.25 per share, June ..   900,000       900      224,100            -         - (225,000)           -           -           -
  at $0.25 per share,
   December .................    90,000        90       22,410            -         -  (22,500)           -           -           -
Amortization of deferred
 compensation ...............         -         -            -            -         -  165,802            -     165,802           -
Issuance of common stock for
 services:
  at $0.25 per share, January   500,000       500      124,500            -         - (100,000)           -      25,000           -
  at $0.25 per share, April     250,000       250       62,250            -         -        -            -      62,500           -
  Shares cancelled in
   September, which were
   issued in January ........  (500,000)     (500)    (124,500)           -         -  100,000            -     (25,000)          -
Shares issued at $0.25 per
 share for accounts payable
 in April ...................   100,000       100       24,900            -         -        -            -      25,000           -
Fractional share adjustment .        20         -            -            -         -        -            -           -           -
Unrealized gain on investment         -         -            -            -         -        -      (95,278)    (95,278)    (95,278)
Net Loss ....................         -         -            -     (616,820)        -        -            -    (616,820)   (616,820)
                              ---------   -------   ----------  -----------   -------  -------     --------    ---------   ---------

Balance at December 31, 2003  9,558,134     9,558    6,177,265   (5,424,305)       -  (531,698)      31,128     261,948    (712,098)

Issuance of common stock for
  Compensation at $0.50
  in January:                   250,000       250      124,750            -        -  (125,000)           -           -           -
Forfeiture of common stock for
  Compensation at $0.25
  in June:                    (526,833)     (527)    (131,181)            -        -   131,708            -           -           -
Issuance of common stock for
payables:
  at $0.50 per share, October   200,000       200       99,800            -        -         -            -     100,000           -
  at $0.34 per share, November   40,000        40       13,460            -        -         -            -      13,500           -
Issuance of common stock for
  Cash at $0.50 in November,
  less $15,000 closing fee..  3,000,000     3,000    1,482,000            -        -         -            -   1,485,000           -
Issuance of common stock for
  Closing fees at $0.50
  in October:                   90,000        90          (90)            -        -        -             -           -           -
Amortization of unearned comp         -         -            -            -        -   316,756            -     316,756           -
Unrealized loss on investment         -         -            -            -        -         -      (31,128)    (31,128)    (31,128)
Net Loss ....................         -         -            -     (688,039)       -         -            -    (688,039)   (688,039)
                              ---------   -------   ----------  -----------  -------   -------     --------    ---------   ---------

Balance at December 31, 2004 12,611,301   $12,611   $7,766,004  $(6,112,344) $     - $(208,234)    $      -  $1,458,037   $(719,167)

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-6


<PAGE>

                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                           Cumulative Amount
                                                                                                        from the Inception of
                                                                         For the years ended               Development Stage
                                                                             December 31,                  (January 1, 1995)
                                                                   ------------------------------               through
                                                                      2004                 2003            December 31, 2004
                                                                   ---------            ---------       ---------------------
<S>                                                                <C>                  <C>                   <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ....................................................      $(688,039)           $(616,820)            $(3,204,696)
Adjustments to reconcile net loss to net cash used in
 operating activities:
  Provision for bad debts ...................................             --                   --                 325,000
  Amortization of deferred compensation .....................        316,756              165,802                 482,558
  Gain on extinguishment of debt ............................       (110,423)                  --                (110,423)
  Gain on sale of Armenia mining interests ..................             --                   --                (268,874)
  Write-off of mining investment in Georgia .................             --                   --                 135,723
  Gain on sale of investment in common stock of
     Sterlite Gold Ltd. .....................................         (8,748)             (37,400)                (50,767)
  Non-cash expenses related to issuance of common stock .....             --                   --                 174,500
Changes in assets and liabilities:
  Organization costs ........................................             --                   --                  (9,601)
  Accounts receivable and deposits ..........................             --                   --                    (154)
  Accounts payable and accrued expenses .....................         54,827               67,627                 347,059
                                                                   ---------             --------             -----------
NET CASH USED IN OPERATING ACTIVITIES .......................       (435,627)            (420,791)             (2,179,675)
                                                                   ---------             --------             -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Armenia mining interests ............             --                   --               1,891,155
  Proceeds from sale of investment in Sterlite Gold Ltd.
     Common stock ...........................................         34,880              161,536                 246,767
  Investment in certain mining interests - net of financing .             --                   --                (153,494)
  Payment of mine acquisition costs .........................        (77,437)            (229,645)             (1,239,442)
                                                                   ---------             --------             -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .........        (42,557)             (68,109)                744,986
                                                                   ---------             --------             -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from private placement offering ..............      1,485,000              577,500               2,484,073
  Repurchase of common stock ................................             --              (25,000)                (25,000)
  Due to related parties ....................................       (139,795)              75,863                 (22,218)
  Sale of warrants ..........................................             --                   --                     650
  Warrants exercised ........................................             --                   --                     100
                                                                   ---------             --------             -----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES .............      1,345,205              628,363               2,437,605
                                                                   ---------             --------             -----------
NET INCREASE IN CASH .............. .........................        867,021              139,463               1,002,916
CASH AND CASH EQUIVALENTS - beginning of period .............        147,247                7,784                  11,352
                                                                   ---------             --------             -----------
CASH AND CASH EQUIVALENTS - end of period ...................     $1,014,268             $147,247             $ 1,014,268
                                                                   =========             ========             ===========
SUPPLEMENTAL CASH FLOW INFORMATION
  Income taxes paid .........................................      $      --             $     --             $     2,683
                                                                   =========             ========             ===========
  Interest paid .............................................      $   1,080             $     --             $    16,502
                                                                   =========             ========             ===========
Noncash Transactions
  Stock issued for deferred compensation ....................      $ 125,000             $697,500             $   822,500
                                                                   =========             ========             ===========
  Stock forfeited for deferred compensation .................      $(131,708)            $     --             $  (131,708)
                                                                   =========             ========             ===========
  Stock issued in exchange for closing fees .................      $  45,000             $     --             $    45,000
                                                                   =========             ========             ===========
  Unpaid mine acquisition costs .............................      $      --             $ 27,127             $    50,697
                                                                   =========             ========             ===========
  Stock issued for mine acquisition costs ...................      $      --             $ 62,500             $    62,500
                                                                   =========             ========             ===========
  Stock issued in payment of accounts payable ...............      $ 113,500             $ 25,000             $   138,500
                                                                   =========             ========             ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-7

<PAGE>

                    GLOBAL GOLD CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

1. ORGANIZATION AND BUSINESS

   Global Gold Corporation (the "Company") was incorporated as Triad Energy
   Corporation in the State of Delaware on February 21, 1980 and conducted other
   business prior to its re-entry into the development stage on January 1,
   1995. During 1995, the Company changed its name from Triad Energy
   Corporation to Global Gold Corporation to acquire certain gold and copper
   mining rights in the former Soviet Republics of Armenia and Georgia.

   On January 24, 2003, the Company formed Global Gold Oro LLC and Global
   Gold Plata LLC, as wholly owned companies, in the State of Delaware. The
   companies were formed to be joint owners of a Chilean Limited Liability
   Company, Minera Global Chile Limitada, formed as of May 6, 2003, for the
   purpose of owning and which currently owns the mining rights to the Santa
   Candelaria Project.

   On August 18, 2003, the Company formed Global Gold Armenia LLC and
   Global Gold Mining LLC, as wholly owned companies, in the State of
   Delaware. Global Gold Armenia LLC was formed to own Global Gold Mining LLC,
   which is registered to do business in Armenia and which acquired all of the
   shares of the Armenian limited liability company, SHA LLC,which in turn held
   and continues to hold the licenses to the Hankavan and Marjan mining
   properties in Armenia.

   The accompanying 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, 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   a. Basis of Presentation - The financial statements for December 31, 2003 and
      for the periods then ended were prepared assuming that the Company would
      continue as a going concern. Since its inception, the Company, a
      development stage enterprise, had yet to generate revenues (other than
      interest income and the proceeds from the sale of an interest in an
      Armenian mining venture, and the sale of common stock of marketable
      securities received as consideration, therewith) while incurring costs in
      excess of $2,500,000. Management pursued additional investors and lending
      institutions interested in financing the Company's projects. However,
      there was no assurance that the Company would obtain the financing that it
      required or would 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 Chilean or Armenian mining interests
      acquired by it or other future projects or from its investment in
      marketable securities. These matters raised substantial doubt about the
      Company's ability to continue as a going concern. The accompanying
      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 financial statements for
      December 31, 2003 and for the periods then ended did not include any
      adjustments that might be necessary should the Company be unable to
      continue as a going concern.

      In November 2004, the Company sold 3,000,000 units to an unrelated group
      for $1,500,000. The units consisted of 3,000,000 common shares priced at
      $0.50 per share and 3,000,000 warrants to purchase a like number of shares
      at $0.75 per share. Additionally, management intends to commence mining
      and further exploration of the Chilean property, which if successful could
      produce revenues in 2005. Further, if the above mentioned warrants were
      exercised the Company would receive $2,250,000 in gross proceeds. Such
      matters alleviated the substantial doubt related to the Company's ability
      to continue as a going concern. Although management believes it will
      succeed in its mining and exploration efforts and the exercise of its
      outstanding warrants there can be no guarantee that such results will be
      achieved.



                                       F-8

<PAGE>

   b. Fair  Value  of  Financial   Instruments  -  The  Company's  financial
      instruments  include cash and accounts  payable.  The Company believes
      that the carrying  amounts of these accounts are reasonable  estimates
      of  their  fair  value  because  of  the  short-term  nature  of  such
      instruments.

   c. 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  financial  statements as
      their effect  would be  anti-dilutive.  As of December  31, 2004,  the
      Company's  outstanding  options and warrants were 300,000 and 330,000,
      respectively.

   d. Stock Based Compensation - At December 31, 2004, the Company had three
      stock-based  employee  compensation plans. As permitted under SFAS No.
      148,   "Accounting   for  Stock-Based   Compensation--Transition   and
      Disclosure",  which amended SFAS No. 123 ("SFAS 123"), "Accounting for
      Stock-Based  Compensation",  the  Company  has  elected to continue to
      follow the intrinsic  value method in accounting  for its  stock-based
      employee compensation arrangements as defined by Accounting Principles
      Board  Opinion  ("APB")  No.  25,  "Accounting  for  Stock  Issued  to
      Employees", and related interpretations including Financial Accounting
      Standards  Board   Interpretation  No.  44,  "Accounting  for  Certain
      Transactions  Involving Stock Compensation",  an interpretation of APB
      No. 25. No stock-based employee  compensation cost is reflected in net
      loss, as all options  granted under those plans had an exercise  price
      equal to the market value of the  underlying  common stock on the date
      of grant.  The following table  illustrates the effect on net loss and
      earnings  per  share  if  the  Company  had  applied  the  fair  value
      recognition   provisions   of  SFAS   123  to   stock-based   employee
      compensation:

                                                   For the years ended
                                                       December 31,
                                                   -------------------
                                                   2004           2003
                                                   ----           ----

      Net loss as reported ...................   $(688,039)    $(616,820)
      Add: Stock-based employee compensation
       expense included in reported net
       income, net of related tax effect .....           -             -
      Deduct: Total stock-based compensation
       expense determined under fair
       value-based method for all
       awards, net of related tax effect .....       6,545         6,545
                                                -----------   -----------
      Pro forma net loss .....................   $(694,584)    $(623,365)
                                                ===========   ===========
      Basic and diluted net loss  per share
       as reported ...........................   $   (0.07)    $   (0.08)
                                                ===========   ===========
      Basic and diluted pro forma net loss
       per share .............................   $   (0.07)    $   (0.08)
                                                ===========   ===========
                                                10,214,607     7,979,202
                                                ===========   ===========

                                       F-9

<PAGE>

      The fair value of options at date of grant was estimated using the
      Black-Scholes fair value based method with the following weighted average
      assumptions:

                                                     2004        2003
                                                    ------      ------
         Expected Life (Years) .................       2           3
         Interest Rate .........................     5.70%       5.70%
         Annual Rate of Dividends ..............       0%          0%
         Volatility ............................     100%        100%

   e. 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 due to investments
      by stockholders, changes in paid-in capital and distribution to owners.

      The following table summarizes the computations reconciliation net loss to
      comprehensive income (loss) for the year s ended December 31, 2004 and
      2003.


<TABLE>
<CAPTION>


                                                                     Year Ending December 31,
                                                      ------------------------------------------------------
                                                                2004                         2003
                                                      --------------------------   -------------------------

<S>                                                                 <C>                          <C>
      Net loss ....................................                $  (688,039)                 $ (616,820)

      Other comprehensive income, net of tax:
        Unrealized gain or (loss) arising
        during the year ...........................                $   (31,128)                 $  (57,878)

        Less: reclassification adjustment for
          (gains) or loss included in net income ..                        --                      (37,400)
                                                                    -----------                  ----------
                                                                       (31,128)                    (95,278)
                                                                    -----------                  -----------
      Other comprehensive income (loss), net of tax                    (31,128)                    (95,278)
                                                                    ===========                  ===========
      Comprehensive income (loss) .................                $  (719,167)                 $ (712,098)
                                                                    ===========                  ===========

</TABLE>


   f. 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.

   g. Investment in Marketable Securities - The Company's investment in
      available for sale securities consists of certain equity securities not
      classified as trading securities nor as securities to be held to-maturity.
      Securities available for sale are carried at fair value with unrealized
      gains and losses reported in other comprehensive income. Realized gains
      and losses on securities available for sale are included in other income
      (expense) and, when applicable, are reported as a reclassification
      adjustment, net of tax, in other comprehensive income. Gains and losses on
      the sale of available for sale securities are determined using the
      specific-identification method. Declines in fair value on individual
      available for sale securities below their cost that are other than
      temporary would result in the write-downs of the individual securities to
      their fair value. The related write-downs would be included in earnings as
      realized losses.

                                      F-10

<PAGE>

   h. Mine Acquisition Costs - The Company has made option payments and incurred
      fees and commissions in connection with its acquisition of mining
      properties which are located in Armenia and Chile. These payments and
      charges are recorded on the balance sheet as deferred costs. Upon
      completion of these acquisitions, the Company will reclassify such
      deferred costs as fixed assets. Depletion of capitalized deferred costs
      will be on units of production basis.

   i. Exploration Costs - The Company expenses all exploration costs as
      incurred.

   j. New Accounting Standards:

      Emerging Issue Task Force ("EITF") No. 04-3 "Mining Assets - Impairment
      and Business Combinations" sets the standard for mining companies to
      include value attributable to value beyond proven and probable reserves
      ("VBPP") and anticipated fluctuations in the future market price of
      minerals in their consideration when an entity allocates the purchase
      price of a business combination to mining assets and when an entity
      performs the cash flow analysis used to test mining assets for impairment
      under SFAS No. 144 "Accounting for the Impairment or Disposal of Long-live
      Assets". The implementation of this new standard is not expected to have a
      material effect on the Company's financial statements.

      In December 2003, the Financial Accounting Standards Board ("FASB")
      revised FASB Interpretation ("FIN") No. 46, Consolidation of Variable
      Interest Entities. FIN No. 46(R) addresses consolidation by business
      enterprises of certain variable interest entities. For public entities
      that are small business issuers, the provisions of FIN No. 46(R) are
      effective no later than the end of the first reporting period that ends
      after December 15, 2004. If the variable interest entity is considered
      to be a special-purpose entity, FIN No. 46(R) shall be applied no later
      than the first reporting period that ends after December 15, 2003.
      Management has determined that adoption of this interpretation did not
      have any material effect on the financial position, results of
      operations, and cash flows of the Company.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
      Assets. This Statement amends the guidance in APB Opinion No. 29,
      Accounting for Nonmonetary Transactions. APB 29 provided an exception to
      the basic measurement principle (fair value) for exchanges of similar
      assets, requiring that some nonmonetary exchanges be recorded on a
      carryover basis. SFAS 153 eliminates the exception to fair value for
      exchanges of similar productive assets and replaces it with a general
      exception for exchange transactions that do not have commercial
      substance, that is, transactions that are not expected to result in
      significant changes in the cash flows of the reporting entity. The
      provisions of SFAS 153 are effective for exchanges of nonmonetary assets
      occurring in fiscal periods beginning after June 15, 2005. As of
      December 31, 2004, management believes that SFAS 153 will have no
      significant effect on the financial position, results of operations, and
      cash flows of the Company.

      In December 2004, the FASB revised SFAS No. 123 (revised 2004), Share-
      Based Payments. SFAS 123(R) eliminates the alternative to use APB
      Opinion 25's intrinsic value method of accounting (generally resulting
      in recognition of no compensation cost) and instead requires a company
      to recognize in its financial statements the cost of employee services
      received in exchange for valuable equity instruments issued, and
      liabilities incurred, to employees in share-based payment transactions
      (e.g., stock options). The cost will be based on the grant-date fair
      value of the award and will be recognized over the period for which an
      employee is required to provide service in exchange for the award. For
      public entities that file as small business issuers, the provisions of
      the revised statement are to be applied prospectively for awards that are
      granted, modified, or settled in the first interim or annual period
      beginning after December 15, 2005. Additionally, public entities would
      recognize compensation cost for any portion of awards granted or
      modified after December 15, 1995, that is not yet vested at the date the

                                      F-11

<PAGE>

      standard is adopted, based on the grant-date fair value of those awards
      calculated under SFAS 123 (as originally issued) for either recognition
      or pro forma disclosures. Management believes that adopting the new
      statement will have no significant impact on the financial position and
      operating results of the company.

3. INVESTMENT IN SECURITIES AVAILABLE FOR SALE

   As of January 1, 2004 the Company owned 400,000 shares of Sterlite common
   stock valued at $57,260. The Company had recorded an unrealized gain of
   $31,128 on these shares. During the year ended December 31, 2004 the Company
   sold all 400,000 shares for $34,880 and realized a gain of $8,748.

4. DUE TO RELATED PARTIES AND OTHERS

   Due to related parties of $139,795 as of December 31, 2003 represented
   accrued salaries due to officers/stockholders of the Company. Such amount was
   paid in full as of December 31, 2004. The Company settled debts owed to its
   former president and other creditors at amounts less than the carrying value
   of such debt. For the year ended December 31, 2004, the Company reported a
   gain of $110,423 on the extinguishment of such debt.

5. OFFICERS' COMPENSATION

   The Company, on February 1, 2003, entered into Amended and Restated
   Employment Agreements with both the Chairman and President that modified the
   pre-existing Employment Agreements. Each Agreement provided for base
   compensation of $100,000 per year and the grant of 900,000 shares as a stock
   award subject to a substantial risk of forfeiture if either terminates their
   employment with the Company (other than by death or disability) over the term
   of the agreement. The Company, on June 1, 2003 entered into an Employment
   Agreement with the then Vice President and general counsel which provided for
   base compensation of $100,000 per year and the grant of 900,000 shares as a
   stock award subject to substantial risk of forfeiture if he terminates his
   employment with the Company (other than by death or disability) over the term
   of the Agreement. These shares are to be earned, and vest ratably, during
   such period, plus any bonus determined in accordance with any bonus plan
   approved by the Board of Directors. Such amounts have been reflected as
   unearned compensation and are being amortized as compensation expense on a
   straight-line basis over the term of the agreements. On June 30, 2004 the
   former president tendered his resignation and accordingly forfeited 526,833
   shares valued at $131,708. Compensation expense for the years ended December
   31, 2004 and 2003 was $546,756 and $158,333. The amount of total deferred
   compensation amortized for the years ended December 31, 2004 and 2003 was
   $316,756 and $165,802.

                                      F-12

<PAGE>

6. 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, 2004, the Company had net deferred tax assets of $1,143,000. The Company
   has provided a valuation allowance, which increased during 2003 by $237,000,
   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, 2004.

         Net operating loss carryforward ..............      $ 1,143,000
         Valuation allowance ..........................       (1,143,000)
                                                               ---------
         Net deferred tax asset recorded ..............      $       -
                                                               =========

   The provision for income taxes for year ended December 31, 2004 and 2003
   differs from the amount computed by applying the statutory federal income
   tax rate to income before income taxes as follows:

                                                          2004        2003
                                                        ---------   --------

         Income tax benefit computed at statutory rate  $(240,000) $(210,000)
         State tax benefit - net .....................          -    (27,000)
         Increase in valuation allowance .............    240,000    237,000
                                                        ---------   --------
         Provision for income taxes ..................  $       -   $      -
                                                        =========   ========

   The Company had net operating loss carry forwards for tax purposes of
   approximately $3,266,000 at December 31, 2004 expiring at various dates from
   2005 to 2024. 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.

7. STOCKHOLDERS' EQUITY (DEFICIT)

   In November 2004 the Company sold 3,000,000 units at $0.50 per share in a
   private placement. The units included 3,000,000 common shares and 3,000,000
   warrants exercisable at $0.75 per share and expire after two years. A finders
   fee of 90,000 shares valued at $0.50 per share and an additional payment of
   $15,000 to redeem 15,000 warrants previously issued was also made to the
   consultant. The total fee of $60,000 was included in additional paid-in
   capital.

   The Company issued 900,000 shares in 2003 to Messrs. Gallagher, Garrison,
   and Krikorian at the fair value of $0.25 per share as determined by the
   Board of Directors. Such amounts have been reflected as unearned
   compensation and are being amortized as compensation expense on a
   straight-line basis over the term of the agreements.

   The Company entered into an agreement with Ashot Boghossian in 2003 to
   represent Global Gold Mining as its Regional Director in Armenia.

                                      F-13

<PAGE>

   The agreement provides for a monthly fee of $3,000 plus expenses for a term
   of 3 years and the granting of 90,000 common shares as a restricted stock
   award subject to a substantial risk of forfeiture if the individual
   terminates his employment with the Company (other than by death or
   disability) over the term of the agreement and which is to be earned and
   vest ratably during such period. The shares were issued on December 10,
   2003.

   On January 1, 2004 the Company appointed three (3) additional Directors to
   the Board of Directors; Van Z. Krikorian, Nicholas J. Aynilian and Michael
   T. Mason. Each Director of the Company receives 50,000 shares of the
   Company's common stock per year for their services as a Director. An
   aggregate of 250,000 shares were issued to the directors in February 2004.

8.  Stock Warrants and Options

    -   On December 15, 2003, the Company granted warrants to purchase 15,000
        shares of the common stock of the Company to Analytix Capital, as a part
        of its payment for advisory services at an exercise price of $0.10 per
        share, expiring on December 15, 2005. In November 2004 the Company
        redeemed these warrants for $15,000. See note 7.

    -   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 Chairman and President of the Company.
        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, 2004, there were 200,000
        stock awards available under the Plan for future issuance.


The following tables illustrates the Company's stock warrant and option
issuances and balances outstanding as of, and during the years ended December
31, 2004 and December 31, 2003, respectively.

<TABLE>
<CAPTION>


                                                     WARRANTS                              OPTIONS
                                         ----------------------------------    ---------------------------------
                                              Shares            Weighted           Shares           Weighted
                                            Underlying          Average          Underlying         Average
                                             Warrants        Exercise Price       Options       Exercise Price
                                         ----------------    --------------    ---------------    --------------

<S>                     <C> <C>               <C>               <C>                 <C>                <C>
Outstanding at December 31, 2002 ........     330,000           $   0.25            300,000            $ 0.11
   Granted ..............................      15,000               0.10                  -                 -
   Canceled .............................           -                  -                  -                 -
   Exercised ............................           -                  -                  -                 -
                                         ----------------    --------------    ---------------    --------------
Outstanding at December 31, 2003 ........     345,000           $   0.25            300,000            $ 0.11
   Granted ..............................           -                  -                  -                 -
   Canceled .............................     (15,000)              0.10                  -                 -
   Exercised ............................           -                  -                  -                 -
                                         ----------------    --------------    ---------------    --------------
Outstanding at December 31, 2004              330,000           $   0.25            300,000            $ 0.11
                                         ================    ==============    ===============    ==============


</TABLE>



                                      F-14

The following is additional information with respect to the Company's options
and warrants as of December 31, 2004.

<TABLE>
<CAPTION>

                                                                                               WARRANTS
                             WARRANTS OUTSTANDING                                              EXERCISABLE
 ------------------------------------------------------------------------------    ------------------------------------
                          Number of           Weighted                                Number of
                         Outstanding           Average            Weighted           Exercisable          Weighted
                           Shares             Remaining            Average             Shares              Average
      Exercise           Underlying          Contractual          Exercise           Underlying           Exercise
       Price              Warrants              Life                Price             Warrants              Price
 -------------------   ----------------    ----------------    ----------------    ----------------    ----------------

<S>     <C>               <C>                <C>                   <C>                <C>                  <C>
        $ 0.25            330,000            1.83 years            $ 0.25             330,000              $ 0.25


                                                                                                 OPTIONS
                              OPTIONS OUTSTANDING                                              EXERCISABLE
 ------------------------------------------------------------------------------    ------------------------------------
                          Number of           Weighted                                Number of
                         Outstanding           Average            Weighted           Exercisable          Weighted
                           Shares             Remaining            Average             Shares              Average
      Exercise           Underlying          Contractual          Exercise           Underlying           Exercise
       Price               Options              Life                Price              Options              Price
 -------------------   ----------------    ----------------    ----------------    ----------------    ----------------

        $ 0.11            300,000            2.50 years            $ 0.11                  -                  $ -

</TABLE>


The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Pro-forma information regarding net
loss and net loss per share is presented below as if the Company had accounted
for its employee stock options under the fair value method using SFAS No. 123;
such pro-forma information is not necessarily representative of the effects on
reported net loss for future years due primarily to option vesting periods and
to the fair value of additional options in future years.

                                      F-15

<PAGE>

9.      AGREEMENTS

    a.  On January 15, 2003, the Company entered into an option/purchase/lease
        agreement with Alfredo Soto Torino and Adrian Soto Torino for the
        purchase of copper and gold properties in Chile for a total purchase
        price of U.S. $400,000, payable over four years at U.S. $25,000 per
        quarter, commencing on March 31, 2003. In addition to the purchase
        price, a royalty of U.S. $1 per ounce is to be paid quarterly on all
        ounces of gold produced in excess of 500,000 ounces up to 1,000,000;
        provided that the average price of gold per quarter exceeds U.S. $310
        per ounce as measured by the London Metal Exchange. Under such
        agreement, the Company has the right to develop the property under the
        lease thereof. Upon expiration of four years from the date of such
        agreement, or sooner at the Company's option, the Company can exercise
        its option to acquire the title to the property, subject to the above
        royalty obligation.

        The Chilean properties consist of approximately 1100 acres in total,
        including the Candelaria 1 to 3, Santa Candelaria 1 to 8 and the Torino
        I mining claims 1 to 7 and the Torino II mining claims 1 to 11. The
        Company has not yet developed a feasibility report for the development
        of these properties, and has not yet ascertained the amount of the
        proven or probable reserves of gold, copper and other minerals on the
        property, if any. The Company refers to these properties collectively as
        the Santa Candelaria mine. Due to the fact that the lease terms are
        cancelable at the sole option of the Company, the Company is recording
        payments as they come due. The Company recorded $98,880 in cumulative
        mine acquisition costs through December 31, 2004.

        On February 4, 2004, the Company renegotiated the contract to purchase
        the Chilean property for an additional payment of U.S. $25,000 making
        the total purchase price U.S. $50,000, plus a royalty of U.S. $1 per
        ounce to be paid quarterly on all ounces of gold produced up to 500,000
        ounces, provided that the average price of gold per quarter exceeds U.S.
        $310 per ounce as reported by the London Metal Exchange.

    b.  On October 28, 2002 the Company entered into an agreement on cooperation
        and confidentiality and to negotiate with Sipan I, LLC, an Armenian
        company, for the purchase of the Lichkvaz - TEI and Terterasar
        gold/silver properties and the Aigedzor Processing Plant in southern
        Armenia.

        On December 26, 2003, the Company advanced U.S. $50,000 to Sipan I LLC,
        as a deposit toward the purchase of the Lichkvaz - TEI and Terterasar
        Mining Properties defined in the October 28, 2002 Agreement on
        cooperation and confidentiality and to negotiate.

        On January 20, 2004, the Company entered into a Purchase Deposit
        Agreement with Sipan I LLC that provides for the deposit of $50,000 to
        be applied against a $3,300,000 payment at the closing, and a $1,000,000
        reserve to be held by the Company for three years that will accrue
        interest from the closing date. The reserve will be used to identify and
        hold the Company harmless from any liabilities related to Sipan I LLC
        prior to the closing. The date to execute a purchase and sale agreement
        was extended to March 31, 2004 and the deposit is non refundable unless
        Sipan I LLC is unable or unwilling to close the sale transaction and
        such failure was not caused by the actions of the Company. On December
        1, 2004, the Purchase Deposit Agreement was extended to January 15,
        2005. On February 25, 2005, the Company gave notice that Sipan 1, LLC
        was in default of the Purchase Deposit Agreement, but the companies have
        continued discussions in an effort to close the contemplated
        transaction.

                                      F-16

<PAGE>

    c.  On March 17, 2003, the Company entered into an agreement with SHA, LLC,
        an Armenian limited liability company for the acquisition of the
        Hankavan mine, a gold and copper mine, in Armenia, for a total purchase
        price of US $150,000 (or $175,000 if the Marjan mining property is also
        transferred) payable in installments. Under such agreement, the Company
        has the option, exercisable within 45 days from March 17, 2003, to
        acquire either (i) the exclusive license, permits, and all rights
        related to such mine, or (ii) all of the ownership shares of SHA and any
        other entity which may hold rights to such mine.

        On December 21, 2003, the Company exercised its option to purchase all
        of the ownership shares of SHA, LLC holding title to the Hankavan and
        Marjan mines for an additional payment of U.S. $10,000 and a royalty of
        one dollar an ounce of gold produced at the Hankavan mine up to
        $160,000.

        The Hankavan mine deposit is located in central Armenia between Vanadzor
        and Meghradzor north of the Marmarik River. The Marjan property is
        located in south central Armenia and is a poly metallic; gold, silver,
        lead, and zinc ore body. The Company has not yet developed a feasibility
        report for the development of these properties, and has not yet
        determined the amount of proven or probable reserves of gold, copper and
        other minerals on the properties. On November 22, 2004, SHA, LLC signed
        an agreement with Geocomplex, CJSC for the reopening, refurbishing and
        resampling of the tunnels at the Hankavan deposit, and Geocomplex has
        been working continuously since then to carry out works which are
        intended to confirm and develop the GKZ reports, initially in the
        orebody zone with higher reported gold concentration. This work is
        expected to take six to eight months.



    d.  On May 1, 2003, the Company entered into a consulting agreement with
        Analytix Capital to provide advisory services and assist the Company in
        its corporate and project finance. The agreement provided for a
        compensation of 7% of the net total dollar amount of financing obtained
        from any entity or individual introduced by Analytix to the Company. In
        addition to the 7% payment, the Company would issue a warrant to
        purchase shares of the Company's common stock at a price of $0.10 each
        for a period of two years, with 30,000 shares subject to a warrant to be
        provided for every $1,000,000 of clear funds in financing received, up
        to a maximum of 300,000 shares subject to such warrants. If the price of
        shares of the Company's common stock does not exceed $1.00 at any time
        during the period commencing from the date of issuance of any warrant
        and ending two years later, then Analytix shall have the right to
        require the Company to purchase the shares subject to the warrants for
        $1.00. The Company recorded a liability of $13,500 for such transaction
        by debiting consulting expense. On July 25, 2003, the Company sold
        1,000,000 shares of its common stock to NJA Investments at $0.25 per
        share for a total purchase price of $250,000. A commission of $17,500
        was paid to Analytix Capital.

        On November 4, 2004, the Company and Analytix entered into a termination
        agreement for Analytix's consulting, advisory, and other services,
        providing 90,000 restricted shares of the Company to Analytix and
        cancellation of all warrants issued to Analytix in exchange for a
        payment by the Company of $15,000.

    e.  On May 15, 2003, the Company entered into a month-to-month lease with
        Analytix Capital to sublet office space for $1,500 per month and
        concurrently, registered to conduct business in the State of
        Connecticut. On November 4, 2004, the Company and Analytix entered an
        agreement to extend these lease terms for at least six months. Rent
        expense for the years 2004 and 2003 were $18,000 and $12,000.







                                      F-17

<PAGE>

    f.  On May 28, 2003, the Company entered into an agreement with Dr. W.E.S.
        Urquhart of GeoExplo Ltd. of Santiago, Chile to provide local
        administration services for a fee of $1,500 per month. On November 17,
        2004, the Company entered an agreement with Dr.Urquhart to convert all
        amounts due for administration services for the year 2004 in exchange
        for 40,000 shares of the Company's stock. The May 2003 agreement
        continues in effect for 2005.

    g.  On November 4, 2004, the Company entered agreements and closed on a
        private placement of its common stock including one warrant for each
        share purchased with Firebird Global Master Fund, Ltd. ("FGMF"),
        Firebird Republics Fund, Ltd ("FRF"), and Firebird Avrora Fund, Ltd
        ("FAF") (the "Closing"). The price per share was $0.50. The warrants to
        purchase additional shares are exercisable on or before December 1,
        2006 at a price of $0.75 per share. At the Closing, the Company, FGMF,
        FRF, FAF, Drury J. Gallagher, NJA Investments, and Van Z. Krikorian
        entered a Stock Subscription and Stockholders Agreement. The Company
        issued: 1,500,000 shares of its common stock and 1,500,000 warrants to
        FGMF; 750,000 shares of its common stock and 750,000 warrants to FRF;
        and 750,000 shares of its common stock and 750,000 warrants to FAF. NJA
        Investments and Messrs. Gallagher and Krikorian, as stockholders, also
        agreed to other conditions, including: to vote their shares to elect
        one designee of FGMF, FRF, and FAF collectively to the Company's Board
        of Directors; and to grant FGMF, FRF, and FAF certain tag-along rights.
        At the Closing, the Company, FGMF, FRF, and FAF also entered a
        Registration Rights Agreement, which generally grants on demand
        registration to FGMF, FRF, and FAF. As a further condition to close,
        the Company agreed to reduce accounts payable.

    h.  In connection with the Closing, on November 4, 2004, Drury J. Gallagher
        agreed with the Company to convert $100,000 of debt, which the Company
        owed him to 200,000 shares of the Company's common stock.

    i.   In connection with the Closing, on November 4, 2004, Robert Garrison
         agreed to exchange all of the Company's debt to him for a $50,000
         salary payment to be made on or before November 15, 2004.

    j.   On December 15 , 2004, the Company entered a confidentiality and
         exclusive negotiations agreement with the Armenian company Mega Gold,
         LLC regarding the gold mineral deposit known as Tukhmanuk in North
         Central Armenia, close to Hankavan.


                                      F-18

<PAGE>

10. SUBSEQUENT EVENTS

    a.   On January 11, 2005 the Company resolved to compensate each Director of
         the Company with 50,000 shares of the Company's common stock for their
         services. An aggregate of 250,000 shares with a stated value of $0.50
         per share were issued to the directors in February 2005.

    b.   On January 11, 2005 the directors agreed to extend Mr. Krikorian's
         contract to June 30, 2008; increase his annual salary to $180,000;
         maintain the stock award component of his base compensation at 300,000
         shares for each year of the two year extension and offer him benefits
         including a retirement plan, dental insurance and life insurance.

     c.  On January 25, 2005, the Company's subsidiary SHA, LLC submitted
         applications to the Armenian Government for exploration licenses for
         five additional mineral bearing properties in North Central Armenia,
         all proximate to Hankavan.

    d.   On March 10, 2005, Robert Garrrison sold 1,423,167 shares of the
         Company's common stock, of which 335,000 shares (120,256 restricted)
         were sold to Firebird Avrora Fund, Ltd, 200,000 shares (121,384
         restricted) to Firebird Global Master Fund, Ltd., and 338,167 shares
         (71,771 restricted) to Firebird Republics Fund, Ltd. The balance of the
         shares sold by Mr.Garrison were to unaffiliated parties and of the
         total 1,423,167 shares sold,1,109,755 were unrestricted.

    e.  On March 28, 2005, the Company's subsidiary Minero Global Chile Limitada
        entered an agreement with Adrian Soto Torino to provide mine preparation
        work and mining on the previously mined vein structure at the Santa
        Candalaria mine in Region III of Chile.



                                          F-19

<PAGE>

                             Global Gold Corporation
                                   Form 10-KSB
                                December 31, 2004

                                  Exhibit Index


31.1     Certification of Chief Executive Officer and Chief Financial Officer

31.2     Certification of President

32.1     Certification of Chief Executive Officer and Chief Financial Officer

32.2     Certification of President