- Current report filing (8-K)
February 18 2010 - 2:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) January 8, 2010
Global
Gold Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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02-69494
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13-3025550
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Identification
No.)
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45 East Putnam
Avenue, Greenwich, CT
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06830
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (203) 422-2300
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
In late
September 2009, Global Gold Corporation (the “Company” or "Global Gold")
received comments from the Securities and Exchange Commission (the "SEC") noting
that certain language in the independent audit report filed with respect to the
financial statements in the Company's Form 10-K for the fiscal year ended
December 31, 2008, which covered the years ended December 31, 2008 and 2007, and
the period from inception through December 31, 2008, was unclear as there
appeared to be a question of audit coverage of the reported cumulative financial
information since the inception of the Company. During the last
several months the Company's auditors and the SEC have discussed clarification
language or the engagement of the Company's predecessor auditors to re-issue
their audit report with respect to prior periods and the reclassification of
certain amounts disclosed to provide for consistency in presentation in the
above-referenced Form 10-K which was filed with the SEC on April 15,
2009.
On
January 8, 2010, the Chief Executive Officer and the Chief Financial Officer of
Global Gold, after consultation with its independent registered accountanting
firm, Sherb & Co. LLP, determined that the Company will be required to
amend its financial statements included in the above-referenced Form 10-K and
that its financial statements in the above-referenced Form 10-K should no longer
be relied upon. The Chief Executive Officer and Chief Financial
Officer of the Company have discussed the matters disclosed in this filing on
Form 8-K with the Company's independent registered accountants and the Company's
Board of Directors during the period September 24, 2009 to February 17,
2010. The Company believes these amendments will not reflect a
substantive change in the reported information, but rather reclassification of
certain amounts and elimination of any impression that cumulative columns and
certain historical equity balances were audited by the Company's current
auditors although audited by predecessor auditors.
The
Company is in the process of preparing and filing a Form 10-K/A, which will
cover the years ended December 31, 2008 and 2007, and the period from inception
through December 31, 2008 to reflect an amended audit report and amended
disclosure notes. Additionally, the cumulative columns will be labeled unaudited
in the Consolidated Statements of Operations and Comprehensive Loss and the
Consolidated Statement of Cash Flows for the periods covered in the
above-referenced Form 10-K/A, and the Consolidated Statements of Changes in
Stockholders’ Equity (Deficit) will be labeled as unaudited for years from
inception through year ended December 31, 2005. The Form 10-K/A will
also include a reclassification between “additional paid in capital” and
“accumulated other comprehensive income” for the year ended December 31, 2008 on
the Consolidated Balance Sheets to be consistent with the Consolidated
Statements of Changes in Stockholders’ Equity (Deficit). The Company
will also make revisions to “other comprehensive income” on the Consolidated
Statements of Operations and Comprehensive Loss and the Comprehensive Loss table
of the notes in the above-referenced Form 10-K/A. In addition, such
Form 10-K/A will amend the Company’s status from a development stage company to
an exploration stage company. The amendment of the Company’s status
does not affect the Company’s mining licenses or operations in Armenia or
Chile.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Global Gold
Corporation
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Dated:
February 18, 2010
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By:
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/s/ Van
Z. Krikorian
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Name: Van
Z. Krikorian
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Title: Chairman
& Chief Executive Officer
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