UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: June 30, 2023

☐     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 333-251389

701 North Green Valley Pkwy, Suite 200

Henderson, NV 89074

(Address of principal executive offices, Zip Code)

(702) 354-8751

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2023 there were 20,155,300 shares of common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS

GLOBAL GOLD ROYALTY INC

CONDENSED BALANCE SHEETS

June 30, 2023 and December 31, 2022

*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split

The accompanying notes are an integral part of these financial statements

GLOBAL GOLD ROYALTY INC

CONDENSED STATEMENTS OF OPERATIONS

For the three months and six months ended June 30, 2023 and 2022

(Unaudited)

*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split

The accompanying notes are an integral part of these financial statements

GLOBAL GOLD ROYALTY INC

CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2023 and 2022

(UNAUDITED)

The accompanying notes are an integral part of these financial statements

GLOBAL GOLD ROYALTY INC

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

For the six months ended June 30, 2022 and 2023

(UNAUDITED)

For the six months ended June 30, 2022

For the six months ended June 30, 2023

*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split

The accompanying notes are an integral part of these financial statements

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited)

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited)

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited) 

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited)

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited) 

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited)

Global Gold Royalty Inc.

Notes to the Condensed Financial Statements

June 30, 2023

(Unaudited) 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

OVERVIEW

The Mining Royalties Business

The mining royalties industry, precious metal in particular, is highly competitive. We compete with other royalty companies and investors in efforts to generate or to acquire existing royalty interests. Resource sector investors and lenders like Sprott Lending and major tier royalties companies like Franco Nevada, Wheaton Precious Metals and Royal Gold are extremely well-capitalized. These major players dominate most of the US and Canadian markets. In order to grow fast and attain a critical mass in asset size, our strategy is to capture opportunities in jurisdictions other than the so-called Tier I jurisdictions which consist of US, Canada and Australia. We believe our geographical focus away from Tier I countries and niche market strategy would afford us competitive edge over our peers. Through employing other key competitive factors in royalty interest generation and acquisition which include the ability to identify and evaluate potential opportunities, transaction structure and consideration, as well as access to capital, we will be able to compete effectively in the face of fierce competition in the mining royalty space.

Regulations

Operators of mines that could be the subject of our royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments around the world. Although we, as a royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

Key Factors Affecting Our Business Operations

We have a limited operating history and the pandemic worldwide practically slowed down the global economies with the mining industry being one of the hardest hit. Safety protocols and travel restrictions that were put in place inevitably impacted on precious metal production. Our long-term success hinges on the ability to significantly build our royalty assets portfolio. Attaining a critical mass in asset size is of paramount importance in the royalties business. Investors should consider our future prospects in light of the risks and challenges encountered by an emerging company in a fiercely competitive industry.

Our business requires a significant amount of capital in order to finance asset generation and acquisition, access to capital would be key before a cash flowing asset portfolio starts generating cash flows to fund the business internally.

It is expected that we may incur additional operating losses during the course of Fiscal 2023 and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

Results of Operations

We have had no operating revenues and $207,449 in expenses since our inception on August 23, 2019 through June 30, 2023. Our activities have been financed by $175,300 from the issuance of shares of common stock and $27,007 in borrowings from related party.

For the period from inception through June 30, 2023, we incurred operating loss of $207,449, consisting primarily of professional fees and general and administrative expenses.

For the six months ended June 30, 2023 we generated $0 in revenues and $33,146in operating expenses for an operating loss of $33,146. The operating expenses of $33,146consisted primarily of general and administrative expenses and professional fees.

For the six months ended June 30, 2022 we generated $0 in revenues and $38,084 in operating expenses.

Liquidity and Capital Resources

For the six months ended June 30, 2023, the Company incurred a net loss of $34,346. As of June 30, 2023 the Company had $3,260 in cash and there were outstanding liabilities of $35,807.

Because the business has limited operating history, no certainty of continuation can be stated. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively control operating and capital costs.

Assuming we raise additional funds and continue operations, it is expected that we may incur additional operating losses during the course of Fiscal 2023 and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

Off-Balance Sheet Arrangements

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30 , 2023.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-251389, at the SEC website at www.sec.gov:

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 thereunto duly authorized.