Edgar Filing: GEOGLOBAL RESOURCES INC.

form10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

þ		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2007;
or
o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________.

Commission file Number: 1-32158

GEOGLOBAL RESOURCES INC.

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(Exact name of registrant as specified in its charter)

DELAWARE		33-0464753
(State or other jurisdiction of incorporation of organization)		(I.R.S. employer identification no.)

SUITE #310, 605 – 1 STREET SW, CALGARY, ALBERTA, CANADA T2P 3S9

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(Address of principal executive offices, zip code)

403/777-9250

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(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements

for the past 90 days.

YES [X]

NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a

non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ]

NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at November 14, 2007
COMMON STOCK, PAR VALUE $.001 PER SHARE		72,205,756

Page 1

GEOGLOBAL RESOURCES INC.

(a development stage enterprise)

QUARTERLY REPORT ON FORM 10-Q/A

This Form 10-Q/A Amendment No. 1 is being filed to amend the GeoGlobal Resources Inc. (the “Company”) Quarterly Report on Form 10-Q for the nine months ended September 30, 2007. The amendment arose out of a need to restate certain financial statements previously filed with the Securities and Exchange Commission in order to correct certain errors relating to the Company’s reporting of stock based compensation in compliance with FAS 123R.

This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures. Information not affected by the amendment is unchanged and reflects the disclosure made at the time of the original filing of the Form 10-Q with the Securities and Exchange Commission on November 14, 2007. The following items have been amended as a result of the restatement:

Table of Contents

		Page
PART I

Item 1	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	29

Item 4.	Controls and Procedures	52

PART II

Item 6.	Exhibits	52

Page 2

PART I. FINANCIAL INFORMATION Item 1. CONSOLIDATED FINANCIAL STATEMENTS

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED BALANCE SHEETS (Unaudited)
	September 30, 2007 US $			December 31, 2006 US $
	Restated note 6c			Restated note 6c
Assets
Current
Cash and cash equivalents		49,255,804			32,362,978
Accounts receivable		431,335			202,821
Prepaids and deposits		154,214			31,232
		49,841,353			32,597,031

Restricted cash (note 9a)		4,545,148			3,590,769
Property and equipment (note 3)		935,934			183,427
Oil and gas interests, not subject to depletion (note 4)		20,459,523			12,121,334

		75,781,958			48,492,561

Liabilities
Current
Accounts payable		1,078,912			1,888,103
Accrued liabilities		1,076,319			33,487
Due to related companies (notes 7c, 7d and 7e)		52,745			33,605
		2,207,976			1,955,195
Stockholders' Equity
Capital stock
Authorized
100,000,000 common shares with a par value of US$0.001 each
1,000,000 preferred shares with a par value of US$0.01 each
Issued
72,205,755 common shares (December 31, 2006 – 66,208,255)		57,614			51,617
Additional paid-in capital		82,012,120			52,900,900
Deficit accumulated during the development stage		(8,495,752	)		(6,415,151	)
		73,573,982			46,537,366

		75,781,958			48,492,561
See Commitments, Contingencies and Guarantees (note 9) The accompanying notes are an integral part of these Consolidated Financial Statements

Page 3

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended Sept 30, 2007			Three months ended Sept 30, 2006			Nine months ended Sept 30, 2007			Nine months ended Sept 30, 2006			Period from Inception, Aug 21, 2002 to Sept 30, 2007
	US $			US $			US $			US $			US$
	Restated note 6c			Restated note 6c			Restated note 6c			Restated note 6c			Restated note 6c
Expenses (notes 5f, 6b, 7c, 7d and 7e)
General and administrative		820,112			552,780			1,771,399			1,214,761			4,767,041
Consulting fees		(46,209	)		292,954			22,469			461,971			4,826,271
Professional fees		147,424			61,039			488,918			161,967			1,241,594
Depreciation		14,941			12,975			39,285			33,974			250,595
		936,268			919,748			2,322,071			1,872,673			11,085,501
Other expenses (income)
Consulting fees recovered		--			--			--			--			(66,025	)
Equipment costs recovered		--			--			--			--			(19,395	)
Gain on sale of equipment		--			--			--			--			(42,228	)
Foreign exchange (gain) loss		2,433			(2,329	)		(10,286	)		(3,750	)		16,261
Interest income		(694,292	)		(461,123	)		(1,551,184	)		(1,288,741	)		(3,798,362	)
		(691,859	)		(463,452	)		(1,561,470	)		(1,292,491	)		(3,909,749	)

Net loss and comprehensive loss for the period		(244,409	)		(456,296	)		(760,601	)		(580,182	)		(7,175,752	)

Net loss per share – basic and diluted (note 5e, 5f)		(0.02	)		(0.01	)		(0.03	)		(0.01	)
The accompanying notes are an integral part of these Consolidated Financial Statements

Page 4

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	Number of shares			Capital Stock US $			Additional paid-in capital US $			Accumulated Deficit US $			Stockholders' Equity US $
							Restated note 6c			Restated note 6c			Restated note 6c
Common shares issued on incorporation - Aug 21, 2002		1,000			64			--			--			64
Net loss and comprehensive loss for the period		--			--			--			(13,813	)		(13,813	)
Balance at December 31, 2002		1,000			64			--			(13,813	)		(13,749	)

Capital stock of GeoGlobal at August 29, 2003		14,656,687			14,657			--			10,914,545			10,929,202
Elimination of GeoGlobal capital stock in recognition of reverse takeover		(1,000	)		(14,657	)		--			(10,914,545	)		(10,929,202	)
Common shares issued during the year:
On acquisition		34,000,000			34,000			1,072,960			--			1,106,960
Options exercised for cash		396,668			397			101,253			--			101,650
December 2003 private placement financing		6,000,000			6,000			5,994,000			--			6,000,000
Share issuance costs on private placement		--			--			(483,325	)		--			(483,325	)
Share issuance costs on acquisition		--			--			(66,850	)		--			(66,850	)
Stock-based compensation		--			--			62,913			--			62,913
Net loss and comprehensive loss for the year		--			--			--			(518,377	)		(518,377	)
Balance at December 31, 2003		55,053,355			40,461			6,680,951			(532,190	)		6,189,222

Common shares issued during the year:
Options exercised for cash		115,000			115			154,785			--			154,900
Broker Warrants exercised for cash		39,100			39			58,611			--			58,650
Stock-based compensation		--			--			350,255			--			350,255
Net loss and comprehensive loss for the year		--			--			--			(1,171,498	)		(1,171,498	)
Balance at December 31, 2004		55,207,455			40,615			7,244,602			(1,703,688	)		5,581,529

Common shares issued during the year:
Options exercised for cash		739,000			739			1,004,647			--			1,005,386
2003 Purchase Warrants exercised for cash		2,214,500			2,214			5,534,036			--			5,536,250
Broker Warrants exercised for cash		540,900			541			810,809			--			811,350
September 2005 private placement financing		4,252,400			4,252			27,636,348			--			27,640,600
Share issuance costs on private placement		--			--			(1,541,686	)		--			(1,541,686	)
Stock-based compensation		--			--			4,354,256			--			4,354,256
Net loss and comprehensive loss for the year		--			--			--			(3,162,660	)		(3,162,660	)
Balance at December 31, 2005		62,954,255			48,361			45,043,012			(4,866,348	)		40,225,025

Common shares issued during the year:
Options exercised for cash		2,284,000			2,285			2,706,895			--			2,709,180
Options exercised for notes receivable		184,500			185			249,525			--			249,710
2003 Purchase Warrants exercised for cash		785,500			786			1,962,964			--			1,963,750
Share issuance costs		--			--			(74,010	)		--			(74,010	)
Stock-based compensation		--			--			3,012,514			--			3,012,514
Net loss and comprehensive loss for the year		--			--			--			(1,548,803	)		(1,548,803	)
Balance at December 31, 2006		66,208,255			51,617			52,900,900			(6,415,151	)		46,537,366

Common shares issued during the period:
Options exercised for cash (note 6e)		317,500			317			320,358			--			320,675
June 2007 private placement financing (note 5a)		5,680,000			5,680			28,394,320			--			28,400,000
Share issuance costs on private placement (note 5a)		--			--			(2,720,728	)		--			(2,720,728	)
2007 Compensation Options (note 5a)		--			--			705,456			--			705,456
2005 Stock Purchase Warrant modification (note 5f)		--			--			1,320,000			(1,320,000	)		--
2005 Compensation Option & Warrant modification (note 5f)		--			--			240,000			--			240,000
Stock-based compensation (note 5a)		--			--			851,814			--			851,814
Net loss and comprehensive loss for the period		--			--			--			(760,601	)		(760,601	)
		5,997,500			5,997			29,111,220			(2,080,601	)		27,036,616
Balance as at September 30, 2007		72,205,755			57,614			82,012,120			(8,495,752	)		73,573,982
The accompanying notes are an integral part of these Consolidated Financial Statements

Page 5

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Three months ended Sept 30, 2007			Three months ended Sept 30, 2006			Nine months ended Sept 30, 2007			Nine months ended Sept 30, 2006			Period from Inception, Aug 21, 2002 to Sept 30, 2007 US $
	US $			US $			US $			US $
	Restated note 6c			Restated note 6c			Restated note 6c			Restated note 6c			Restated note 6c
Cash flows provided by (used in) operating activities
Net loss		(244,409	)		(456,296	)		(760,601	)		(580,182	)		(7,175,752	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		14,941			12,975			39,285			33,974			250,595
Gain on sale of equipment		--			--			--			--			(42,228	)
Stock-based compensation (note 6b)		35,277			507,278			374,050			686,606			4,988,703
2005 Compensation option & warrant modification (note 5f)		240,000			--			240,000			--			240,000
Changes in operating assets and liabilities:
Accounts receivable		(232,529	)		(41,044	)		(228,514	)		(40,478	)		(356,335	)
Prepaids and deposits		(42,350	)		(10,190	)		(122,982	)		(11,793	)		(154,214	)
Accounts payable		13,382			13,980			102,956			43,140			137,607
Accrued liabilities		30,000			(17,500	)		(3,487	)		(35,000	)		30,000
Due to related companies		24,678			1,114			19,140			(118,168	)		10,989
		(161,010	)		10,317			(340,153	)		(21,901	)		(2,070,635	)
Cash flows provided by (used in) investing activities
Oil and gas interests		(5,479,467	)		(1,168,813	)		(7,860,425	)		(5,149,439	)		(16,816,474	)
Property and equipment		(317,255	)		(24,782	)		(791,792	)		(85,765	)		(1,227,101	)
Proceeds on sale of equipment		--			--			--			--			82,800
Cash acquired on acquisition		--			--			--			--			3,034,666
Restricted cash (note 9a)		(1,347,532	)		(1,879,984	)		(954,379	)		(3,089,820	)		(4,545,148	)
Changes in investing assets and liabilities:
Cash call receivable		62,547			21,620			--			(12,265	)		--
Accounts payable		485,641			(958,159	)		(916,597	)		197,356			887,847
Accrued liabilities		833,360			217,000			1,046,319			739,427			1,046,319
		(5,762,706	)		(3,793,118	)		(9,476,874	)		(7,400,506	)		(17,537,091	)
Cash flows provided by (used in) financing activities
Proceeds from issuance of common shares		--			1,949,979			28,720,675			4,667,878			74,952,165
Share issuance costs		(112,226	)		(15,457	)		(2,015,272	)		(74,008	)		(4,181,143	)
Changes in financing liabilities:
Note payable (note 7a)		--			--			--			--			(2,000,000	)
Accounts payable		(63,840	)		--			4,450			(10,800	)		65,528
Due to related companies		--			--			--			--			26,980
		(176,066	)		1,934,522			26,709,853			4,583,070			68,863,530
Net increase (decrease) in cash and cash equivalents		(6,099,782	)		(1,848,279	)		16,892,826			(2,839,337	)		49,255,804

Cash and cash equivalents, beginning of period		55,355,586			35,046,330			32,362,978			36,037,388			--

Cash and cash equivalents, end of period		49,255,804			33,198,051			49,255,804			33,198,051			49,255,804

Cash and cash equivalents
Current bank accounts		1,065,149			700,029			1,065,149			700,029			1,065,149
Term deposits		48,190,655			32,498,022			48,190,655			32,498,022			48,190,655
		49,255,804			33,198,051			49,255,804			33,198,051			49,255,804
The accompanying notes are an integral part of these Consolidated Financial Statements

Page 6

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

1. Nature of Operations

The Company is engaged primarily in the pursuit of petroleum and natural gas through exploration and development in India. Since inception, the efforts of GeoGlobal have been devoted to the pursuit of Production Sharing Contracts (“PSC”) with the Gujarat State Petroleum Corporation ("GSPC"), Oil India Limited ("OIL") among others, and the Government of India ("GOI") and the development thereof. To date, the Company has not earned revenue from these operations and is considered to be in the development stage. The recoverability of the costs incurred to date is uncertain and dependent upon achieving commercial production or sale, the ability of the Company to obtain sufficient financing to fulfill its obligations under the PSCs in India and upon future profitable operations and upon finalizing agreements.

On August 29, 2003, all of the issued and outstanding shares of GeoGlobal Resources (India) Inc. ("GeoGlobal India") were acquired by GeoGlobal Resources Inc., formerly Suite101.com, Inc. As a result of the transaction, the former shareholder of GeoGlobal India held approximately 69.3% of the issued and outstanding shares of GeoGlobal Resources Inc. This transaction is considered an acquisition of GeoGlobal Resources Inc. (the accounting subsidiary and legal parent) by GeoGlobal India (the accounting parent and legal subsidiary) and has been accounted for as a purchase of the net assets of GeoGlobal Resources Inc. by GeoGlobal India. Accordingly, this transaction represents a recapitalization of GeoGlobal India, the legal subsidiary, effective August 29, 2003. These consolidated financial statements are issued under the name of GeoGlobal Resources Inc. but are a continuation of the financial statements of the accounting acquirer, GeoGlobal India. The assets and liabilities of GeoGlobal India are included in the consolidated financial statements at their historical carrying amounts. As a result, the stockholders' equity of GeoGlobal Resources Inc. is eliminated and these consolidated financial statements reflect the results of operations of GeoGlobal Resources Inc. only from the date of the acquisition.

GeoGlobal Resources Inc. changed its name from Suite101.com, Inc. after receiving shareholder approval at the Annual Shareholders Meeting held on January 8, 2004. Collectively, GeoGlobal Resources Inc., GeoGlobal India and its other wholly-owned direct and indirect subsidiaries, are referred to as the "Company" or “GeoGlobal”.

2. Significant Accounting Policies

a) Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States for interim financial information and with Regulation S-X and the instructions to Form 10-Q under the U.S. Securities and Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007.

These consolidated financial statements include the accounts of (i) GeoGlobal Resources Inc., from the date of acquisition, being August 29, 2003, (ii) GeoGlobal Resources (India) Inc., incorporated under the Business Corporations Act (Alberta), Canada on August 21, 2002 and continued under the Companies Act of Barbados, West Indies on June 27, 2003, which is a wholly-owned subsidiary of GeoGlobal Resources Inc., (iii) GeoGlobal Resources (Canada) Inc., incorporated under the Business Corporations Act (Alberta), Canada on September 4, 2003, which is a wholly-owned subsidiary of GeoGlobal Resources Inc., (iv) GeoGlobal Resources (Barbados) Inc. incorporated under the Companies Act of Barbados, West Indies on September 24, 2003, which is the wholly-owned subsidiary of GeoGlobal Resources (Canada) Inc., and (v) GeoGlobal Oil & Gas (India) Private Limited, incorporated under the Companies Act, 1956, Maharashtra, India on May 5, 2006.

Page 7

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

2. Basis of presentation (continued)

b) Stock-based compensation plan

In prior periods, reporting on the impact of stock-based compensation, such as employee stock options, on the Company’s net loss and net loss per share was required only on a pro-forma basis.

In December, 2004, the Financial Accounting Standards Board issued a revision to Standard 123, Accounting for Stock-Based Compensation. The Statement of Financial Accounting Standards 123(R), Share-Based Payment ("FAS 123(R)"), requires the recognition of compensation cost for stock-based compensation arrangements with employees, consultants and directors based on their grant date fair value using the Black-Scholes option-pricing model. Compensation expense is recorded over the awards' respective requisite service, with corresponding entries to paid-in capital.

The Company adopted FAS 123(R) using the modified-prospective-transition method on January 1, 2006. The impact of this adoption required the Company to recognize a charge for past stock-based compensation options granted of US$367,596 over the subsequent 3 years in accordance with their respective vesting periods (see note 6).

3. Property and Equipment

	September 30, 2007 US$			December 31, 2006 US$

Computer and office equipment		370,672			324,419
Accumulated depreciation		(208,367	)		(169,082	)
		162,305			155,337

Office condominium - India		773,629			28,090
		935,934			183,427

4. Oil and Gas Interests

	September 30, 2007 US$		December 31, 2006 US$
	Restated note 6c		Restated note 6c
Exploration costs incurred in:
2002		21,925		21,925
2003		178,829		178,829
2004		506,269		506,269
2005		3,250,700		3,250,700
2006		8,163,611		8,163,611
		12,121,334		12,121,334
2007		8,338,189		--
		20,459,523		12,121,334

a) Exploration costs

The exploration costs incurred to date are not subject to depletion. These exploration costs cover six exploration blocks, known as the KG Offshore Block, the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar Block, the DS 03 Block and the Tarapur Block. In addition, exploration costs include costs incurred in evaluating and bidding on other blocks in Egypt and the Middle East. It is anticipated that all or certain of the exploration costs incurred in India may be subject to depletion commencing in the year 2008.

Page 8

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

Oil and Gas Interests (continued)

b) Capitalized overhead costs

Included in the US$8,338,189 of exploration cost additions during the nine months ended September 30, 2007 (year ended December 31, 2006 – US$8,163,611) are certain overhead costs capitalized by the Company in the amount of US$2,269,317 (year ended December 31, 2006 – US$2,791,520) directly related to the exploration activities in India. The capitalized overhead amount for the nine months ended September 30, 2007 includes capitalized stock-based compensation of US$477,764 (year ended December 31, 2006 - US$1,424,225) (see note 6b) of which US$133,117 (year ended December 31, 2006 – US$264,280) was for the account of a related party (see note 7c). Further, the capitalized overhead amount includes US$1,506,553 (year ended December 31, 2006 - US$1,000,705) which was paid to third parties. The balance of US$285,000 was paid to and on behalf of a related party (year ended December 31, 2006 – US$366,590) (see note 7c). These capitalized overhead costs related to the exploration activities in India are incurred solely by and on behalf of the Company in providing its services under the Carried Interest Agreement (“CIA”) and are therefore not reimbursable under the CIA (see note 4c).

Carried Interest Agreement

On August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company a 10% Carried Interest (“CI”) (net 5% - see note 4d) in the KG Offshore Block. The CIA provides that GSPC is responsible for GeoGlobal's entire share of any and all costs incurred during the Exploration Phase prior to the date of initial commercial production.

Under the terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s (“RGM”), a related party (see note 7b) proportionate share of capital costs for exploration and development activities will be recovered by GSPC without interest over the projected production life or ten years, whichever is less, from oil and natural gas produced on the Exploration Block. GeoGlobal is not entitled to any share of production until GSPC has recovered the Company's share of the costs and expenses that were paid by GSPC on behalf of the Company and RGM.

As at July 31, 2007, GSPC has incurred costs of Rs 195.77 crore (approximately US$45.5 million) (December 31, 2006 – Rs 114.96 crore (approximately US$26.1 million)) attributable to GeoGlobal under the CIA of which 50% is for the account of RGM.

GeoGlobal has been advised by GSPC, that GSPC is seeking payment of the amount by which the exploration costs attributable to GeoGlobal under the PSC relating to the KG Offshore Block exceeds the amount that GSPC deems it is obligated to pay on behalf of GeoGlobal (including the net 5% participating interest of RGM) under the terms of the CIA. GSPC asserts that the Company is required to pay 10% of the exploration expenses over and above US$59.23 million. GeoGlobal disputes this assertion of GSPC. See note 9e.

Page 9

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

Oil and Gas Interests (continued)

Participating Interest Agreement

On March 27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI consent, 50% of the benefits and obligations of the PSC covering the Exploration Block KG-OSN-2001/3 ("KG Offshore Block") and the CIA leaving GeoGlobal with a net 5% participating interest in the KG Offshore Block and a net 5% carried interest in the CIA. Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal retains the exclusive right to deal with the other parties to the KG Offshore Block and the CIA and is entitled to make all decisions regarding the interest assigned to RGM, RGM has agreed to be bound by and be responsible for the actions taken by, obligations undertaken and costs incurred by GeoGlobal in regard to RGM's interest and to be liable to GeoGlobal for its share of all costs, interests, liabilities and obligations arising out of or relating to the RGM interest. RGM has agreed to indemnify GeoGlobal against any and all costs, expenses, losses, damages or liabilities incurred by reason of RGM's failure to pay the same. Subject to obtaining the government consent to the assignment, RGM is entitled to all income, receipts, credits, reimbursements, monies receivable, rebates and other benefits in respect of its 5% interest which relate to the KG Offshore Block. GeoGlobal has a right of set-off against sums owing to GeoGlobal by RGM. In the event that the Indian government consent is delayed or denied, resulting in either RGM or GeoGlobal being denied an economic benefit it would have realized under the PIA, the parties agreed to amend the PIA or take other reasonable steps to assure that an equitable result is achieved consistent with the parties' intentions contained in the PIA. As a consequence of this transaction the Company reports its holdings under the KG Offshore Block and CIA as a net 5% participating interest ("PI").

5. Capital Stock

a) June 2007 Financing

During June 2007, GeoGlobal completed the sale of 5,680,000 Units of its securities at US$5.00 per Unit for aggregate gross cash proceeds of US$28,400,000.

Each Unit is comprised of one common share and one half of one warrant. One full warrant ("2007 Stock Purchase Warrant") entitles the holder to purchase one additional common share for US$7.50, for a term of two years expiring June 20, 2009. In addition, compensation options ("2007 Compensation Options") were issued to the placement agents entitling them to purchase an aggregate of 340,800 common shares at an exercise price of US$5.00 per share until June 20, 2009. The 2007 Stock Purchase Warrants and the 2007 Compensation Options are subject to accelerated expiration in the event that the price of the Company's common shares on the American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the resale of the shares included in the Units and the shares issuable on exercise of the 2007 Stock Purchase Warrants and the 2007 Compensation Options have been registered under the US Securities Act of 1933, as amended (the “Act”), and the hold period for Canadian subscribers has expired. In such events, the term will be reduced to 30 days from the date of issuance of a news release announcing such accelerated expiration of the term. At November 14, 2007 since not all such events have occurred, the accelerated expiration of the term for the 2007 Stock Purchase Warrants and the 2007 Compensation Options has not been triggered.

Page 10

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5 Capital Stock (continued)

The proceeds from the issuance of the Units have been allocated between the common shares and the 2007 Stock Purchase Warrants based on their fair value. The fair value of the common share was determined based on the market price of the stock the day the financing closed. The fair value of the 2007 Stock Purchase Warrants was based on a Black-Scholes option-pricing model and the following weighted average assumptions as at the date of the financing closing as follows:

Risk-free interest rate	4.97%
Expected life	2.0 years
Contractual life	2.0 years
Expected volatility	69%
Expected dividend yield	0%

The resulting allocation of the fair value to the common shares and the 2007 Stock Purchase Warrants (included as additional paid-in capital) was US$24,992,000 and US$3,408,000 respectively.

Costs of US$2,720,728 were incurred in issuing shares in these transactions which included a fee paid to the placement agents of US$1,704,000 along with the 2007 Compensation Options with a fair value of US$705,456 with respect to the sale of the 5,680,000 Units. The Company assigned a fair value to the 2007 Compensation Options based on the same Black-Scholes option-pricing model and the same weighted average assumptions as used for the valuation of the 2007 Stock Purchase Warrants above.

The total issuance costs of US$2,720,728 associated with the private placement financing were allocated to the common shares and the 2007 Stock Purchase Warrants on the same basis utilized for the allocation of the private placement financing proceeds as follows:

	Common Shares			2007 Stock Purchase Warrants			Total
	US$			US$			US$

Proceeds from private placement financing		24,992,000			3,408,000			28,400,000
Issuance costs from private placement financing		(2,394,241	)		(326,487	)		(2,720,728	)
Balance September 30, 2007		22,597,759			3,081,513			25,679,272

Also, pursuant to the terms of the transaction, GeoGlobal entered into a Registration Rights Agreement with the placement agents whereby the Company agreed to prepare and file at its expense with the United States Securities and Exchange Commission ("SEC") as promptly as practicable and in any event prior to 5:00 pm eastern time on August 17, 2007 a registration statement under the US Securities Act of 1933, as amended (the "Act"), for an offering on a continuous shelf basis of the shares of Common Stock included in the Units and issuable on exercise of the 2007 Purchase Warrants included in the Units and the shares of Common Stock issuable to the placement agents on exercise of the 2007 Compensation Options. Such registration statement was filed on August 17, 2007.

Page 11

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

b) September 2005 Financing

During September 2005, GeoGlobal completed the sale of 3,252,400 Units of its securities at US$6.50 per Unit, together with a concurrent sale of an additional 1,000,000 Units on the same terms, for aggregate gross cash proceeds of US$27,640,600.

Each Unit is comprised of one common share and one half of one warrant. One full warrant ("2005 Stock Purchase Warrant") entitles the holder to purchase one additional common share for US$9.00, for a term of two years expiring September 2007. The 2005 Stock Purchase Warrants are subject to accelerated expiration in the event that the price of the Company's common shares on the American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the resale of the shares included in the Units and issuable on exercise of the 2005 Stock Purchase Warrants has been registered under the Act, and the hold period for Canadian subscribers has expired. In such events, the warrant term will be reduced to 30 days from the date of issuance of a news release announcing such accelerated expiration of the warrant term. At November 14, 2007 since not all such events have occurred, the accelerated expiration of the warrant term was not triggered.

Costs of US$1,541,686 were incurred in issuing shares in these transactions which included a fee of US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale of the 3,252,400 Units, and, in addition, compensation options ("2005 Compensation Options") were issued to Jones Gable & Company Limited entitling it to purchase an additional 195,144 Units at an exercise price of US$6.50 per Unit through their expiration in September 2007. The 2005 Compensation Options are also subject to accelerated expiration on the same terms and conditions as the warrants issued in the transaction.

c) December 2003 Financing

On December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000 units at US$1.00 each, together with a concurrent private placement of an additional 200,000 units on the same terms, for aggregate gross cash total proceeds of US$6,000,000.

Each unit is comprised of one common share and one half of one warrant. One full warrant ("2003 Stock Purchase Warrant"), entitles the holder to purchase one additional common share for US$2.50, for a term of two years from date of closing. The 2003 Stock Purchase Warrants are subject to accelerated expiration 30 days after issuance of a news release to that effect in the event that the common shares trade at US$4.00 or more for 20 consecutive trading days and if the resale of the shares has been registered under the Act and the hold period for Canadian subscribers has expired. Also issued as additional consideration for this transaction were 580,000 Broker Warrants.

The 580,000 Broker Warrants described above entitled the holder to purchase 580,000 common shares at an exercise price of US$1.50 per share which were fully exercised before they expired on December 23, 2005 for gross proceeds of US$870,000.

d) Warrants and Compensation Options

i) 2003 Stock Purchase Warrants

During the three months ended March 31, 2006, all remaining Purchase Warrants issued in December 2003 were exercised which resulted in the issuance of 785,500 common shares for gross proceeds of US$1,963,750. As at September 30, 2007, none of such 2003 Stock Purchase Warrants remain to be exercised.

ii) 2005 Stock Purchase Warrants

As at September 30, 2007, none of the 2005 Stock Purchase Warrants have been exercised. If all of the 2005 Stock Purchase Warrants were exercised, it would result in the issuance of 2,126,200 common shares for gross proceeds of US$19,135,800.

On September 6, 2007, the Company extended the expiration date of all outstanding 2005 Stock Purchase Warrants which were to expire on September 9, 2007, to June 20, 2009 (see note 5f).

Page 12

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

iii)

2005 Compensation Options

As at September 30, 2007, none of the 195,144 2005 Compensation Options were exercised. If fully exercised, the 2005 Compensation Options would result in the issuance of 195,144 Units at an exercise price of US$6.50 resulting in gross proceeds of US$1,268,436.

On September 6, 2007, the Company extended the expiration date of all outstanding 2005 Compensation Options and associated 2005 Compensation Option Warrants which were to expire on September 9, 2007, to June 20, 2009 (see note 5f).

iv) 2005 Compensation Option Warrants

As at September 30, 2007, none of the 97,572 2005 Compensation Option Warrants have been issued as a result of the 2005 Compensation Options not being exercised. If the 2005 Compensation Options are exercised and the 2005 Compensation Option Warrants issued, such Warrants if exercised, would result in the issuance of 97,572 common shares for gross proceeds of US$878,148.

v)	2007 Stock Purchase Warrants

As at September 30, 2007, none of the 2,840,000 2007 Stock Purchase Warrants were exercised. If fully exercised, the 2007 Stock Purchase Warrants would result in the issuance of 2,840,000 common shares for gross proceeds of US$21,300,000.

vi) 2007 Compensation Options

As at September 30, 2007, none of the 340,800 2007 Compensation Options were exercised. If fully exercised, the 2007 Compensation Options would result in the issuance of 340,800 common shares for gross proceeds of US$1,704,000

e)	Weighted-average number of shares

In calculating the net loss per share – basic and diluted, the incremental fair value of $1,320,000 associated with the 2005 Stock Purchase Warrants modification has been included in the determination of income attributable to common stockholders (see note 5f). As all other warrants and options are anti-dilutive, they have been excluded from the net loss per share – diluted calculation. For purposes of the determination of net loss per share, the basic and diluted weighted-average number of shares outstanding for the three and nine months ended September 30, 2007 was 67,205,756 and 63,440,573 respectively (three and nine months ended September 30, 2006 – 59,147,997 and 58,841,639 respectively ). The numbers for the three and nine months ended September 30, 2007 and the three and nine months ended September 30, 2006, exclude the 5,000,000 shares currently held in escrow.

Page 13

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

f)	Extended warrants and compensation modification

On September 6, 2007, GeoGlobal passed a Board of Directors resolution extending the expiration date of its outstanding 2005 Stock Purchase Warrants, 2005 Compensation Options and 2005 Compensation Option Warrants from September 9, 2007 to June 20, 2009.

The Company has recorded the incremental difference in the fair value of these instruments immediately prior to and after the modification. The fair value of the instruments was determined using a Black-Scholes option-pricing model using the following assumptions prior to and as at the date of extension:

	September 6, 2007	September 9, 2007

Risk-free interest rate	4.28%	4.08%
Expected life	4 days	22 months
Contractual life	4 days	22 months
Expected volatility	134%	75%
Expected dividend yield	0%	0%

The resulting incremental fair value of $1,320,000 associated with the 2005 Stock Purchase Warrants held by shareholders was recorded as a charge to the deficit, with a corresponding entry to additional paid-in capital.

The resulting incremental fair value of the 2005 Compensation Options and the 2005 Compensation Option Warrants of $180,000 and $60,000, respectively, were recorded as charge to general and administrative expense, with a corresponding entry to additional paid-in capital.

6. Stock Options

a) The Company’s 1998 Stock Incentive Plan

Under the terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000 common shares have been reserved for issuance on exercise of options granted under the Plan. As at September 30, 2007, the Company had 2,230,697 (December 31, 2006 – 3,650,697) common shares remaining for the grant of options under the Plan. The Board of Directors of the Company may amend or modify the Plan at any time, subject to any required stockholder approval. The Plan will terminate on the earliest of: (i) 10 years after the Plan Effective Date, being December 2008; (ii) the date on which all shares available for issuance under the Plan have been issued as fully-vested shares; or, (iii) the termination of all outstanding options in connection with certain changes in control or ownership of the Company.

Page 14

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

b) Stock-based compensation

The Company adopted FAS 123(R), using the modified-prospective-transition method on January 1, 2006. Under this method, the Company is required to recognize compensation cost for stock-based compensation arrangements with employees and directors based on their grant date fair value using the Black-Scholes option-pricing model, such cost to be expensed over the compensations’ respective vesting periods. For awards with graded vesting, in which portions of the award vest in different periods, the Company recognizes compensation costs on a straight-line basis over the vesting periods for each separate vested tranche.

The following table summarizes stock-based compensation for employees and non-employee consultants:

	Three months ended Sept 30, 2007			Three months ended Sept 30, 2006		Nine months ended Sept 30, 2007			Nine months ended Sept 30, 2006
	US $			US $		US $			US $		Period from Inception, Aug 21, 2002 to Sept 30, 2007 US $
	Restated note 6c			Restated note 6c		Restated note 6c			Restated note 6c		Restated note 6c
Stock based compensation
Consolidated Statements of Operations
General and administrative		244,078			361,389		747,127			753,758		1,795,604
Consulting fees		(208,801	)		145,889		(373,077	)		145,889		3,193,099
		35,277			507,278		374,050			899,647		4,988,703
Consolidated Balance Sheets
Oil and gas interests
Exploration costs - India		213,484			364,242		477,764			869,068		3,643,049
		248,761			871,520		851,814			1,768,715		8,631,752

At January 1, 2006, the impact of the adoption of FAS123(R) required the Company to recognize a charge for past stock-based compensation options granted of US$367,596 over the next 3 years in accordance with their respective vesting periods. For the three and nine months ended September 30, 2007, the three and nine months ended September 30, 2006 and the period from inception August 21, 2002 to September 30, 2007, US$14,073 and US$42,219, US$26,865, US$197,055 and US$253,347, respectively of this charge was recognized in the Consolidated Statement of Operations as general and administrative expense. This resulted in an increase in the net loss and comprehensive loss for the respective periods in the same amount with no impact on the net loss per share – basic and diluted for the periods. For the nine months ended September 30, 2007 and September 30, 2006, US$nil and US$89,900 of this charge was recognized in the Consolidated Balance Sheets as Oil and gas interests, not subject to depletion.

Page 15

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

Prior to the adoption of FAS 123(R), the Company used the intrinsic value method of accounting for employee and director stock-based compensation. As all options have been granted at exercise prices based on the market value of the Company's common shares at the date of grant, no compensation cost was recognized under the intrinsic value based method of accounting. For the period from inception August 21, 2002 to December 31, 2005, had employee compensation expense been determined based on the fair value at the grant date consistent with FAS123(R) pro-forma net loss and pro-forma net loss per share would have been as follows:

	Period from Inception, Aug 21, 2002 to Dec 31, 2005 US$
	Restated note 6c
Pro-forma basis
Stock-based compensation
Oil and gas interests		438,309
General and administrative		679,882
Oil and gas interests
As reported		3,957,723
Pro-forma		4,396,032
Net loss
As reported		(4,866,348	)
Pro-forma		(5,546,230	)

c) Restatement

The periods ended September 30, 2007, 2006, the period from inception August 21, 2002 to September 30, 2007 and the year ended December 31, 2006 have been restated due to an error in the classification and calculation for stock-based compensation for non-employee consultants.

The following is a summary of the effects of this restatement on the Company's Consolidated Balance Sheets and Statements of Stockholders' Equity at September 30, 2007 and December 31, 2006 and the Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006 and for the period from inception of August 21, 2002 to September 30, 2007.

	As Reported			Adjustment						As Restated
	Sept 30, 2007 US$			Sept 30, 2007 US$			Period of Inception to Dec 31, 2006 US$			Sept 30, 2007 US$
Balance Sheets
Oil and gas interests		18,558,849			(497,922	)		2,398,596			20,459,523
Additional paid-in capital		77,373,125			(1,184,080	)		5,823,073			82,012,118
Deficit accumulated		(5,575,433	)		504,158			(3,424,477	)		(8,495,752	)
Stockholders' equity		71,673,306			(497,922	)		2,398,596			73,573,980

Statement of Stockholders' Equity
Additional paid-in capital		77,373,125			(1,184,080	)		5,823,073			82,012,118
Accumulated deficit		(5,575,433	)		504,158			(3,424,477	)		(8,495,752	)
Stockholders' equity		71,673,306			(497,922	)		2,398,596			73,573,980

Page 16

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

	As Reported						Adjustment						As Restated
	3 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$			3 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$			3 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$
Statements of Operations
General & administrative		791,587			4,082,438			28,525			684,603			820,112			4,767,041
Consulting fees		337,038			2,772,555			(383,247	)		2,053,716			(46,209	)		4,826,271
Net loss and comprehensive loss		(599,131	)		(4,437,433	)		354,722			(2,738,319	)		(244,409	)		(7,175,752	)
Net loss per share - basic and diluted		(0.03	)					0.01						(0.02	)

	9 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$			9 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$			9 months ended Sept 30, 2007 US$			Period of Inception to Sept 30, 2007 US$
Statements of Operations
General & administrative		1,571,722			4,082,438			199,677			684,603			1,771,399			4,767,041
Consulting fees		908,304			2,772,555			(885,835	)		2,053,716			22,469			4,826,271
Net loss and comprehensive loss		(1,446,759	)		(4,437,433	)		686,158			(2,738,319	)		(760,601	)		(7,175,752	)
Net loss per share - basic and diluted		(0.04	)					0.01						(0.03	)

	3 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$			3 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$			3 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$
Statements of Operations
General & Administrative		358,810			2,159,220			193,970			193,970			552,780			2,353,190
Consulting fees		399,155			1,241,504			(106,201	)		2,920,163			292,954			4,161,667
Net loss and comprehensive loss		(368,527	)		(2,366,110	)		(87,769	)		(3,080,420	)		(456,296	)		(5,446,530	)
Net loss per share - basic and diluted		(0.01	)					0.00						(0.01	)

	9 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$			9 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$			9 months ended Sept 30, 2006 US$			Period of Inception to Sept 30, 2006 US$
Statements of Operations
General & administrative		1,054,504			2,159,220			160,257			193,970			1,214,761			2,353,190
Consulting fees		568,172			1,241,504			(106,201	)		2,920,163			461,971			4,161,667
Net loss and comprehensive loss		(526,126	)		(2,366,110	)		(54,056	)		(3,080,420	)		(580,182	)		(5,446,530	)
Net loss per share - basic and diluted		(0.01	)					0.00						(0.01	)

The restatement had no impact on the Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2007 and 2006 and for the period of inception of August 21, 2002 to September 30, 2007 and 2006, therefore, no changes have been reflected

Page 17

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

d) Black-Scholes Assumptions

During the nine months ended September 30, 2007 and 2006 options of 830,000 and 1,735,000, respectively, were granted to the Company's directors and employees under the terms of the 1998 Stock Incentive Plan. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model. Weighted average assumptions used in the valuation are disclosed in the following table:

	Three months ended Sept 30, 2007	Three months ended Sept 30, 2006	Nine months ended Sept 30, 2007	Nine months ended Sept 30, 2006
Fair value of stock options granted (per option)	US$1.72	US$1.30	US$1.80		US$1.39
Risk-free interest rate	4.9%	4.2%	4.9%		4.2%
Volatility	65%	70%	66%		70%
Expected life	1.5 years	1.4 years	1.6 years		1.3 years
Dividend yield	0%	0%	0%		0%

During the nine months ended September 30, 2007 and 2006, options of 625,000 and 490,000, respectively, were granted to non-employee consultants in exchange for services under the terms of the 1998 Stock Incentive Plan. The Company believes that the estimated fair value of the stock options more readily measurable that the fair value of services rendered. The fair value of each option granted to non-employee consultants is calculated at each reporting date using the Black-Scholes option-pricing model. Weighted average assumptions used in the valuation are disclosed in the following table:

	Three months ended Sept 30, 2007	Three months ended Sept 30, 2006	Nine months ended Sept 30, 2007	Nine months ended Sept 30, 2006
Fair value of stock options granted (per option)	US$0.75	US$2.89	US$0.75		US$2.89
Risk-free interest rate	4.5%	4.9%	4.5%		4.9%
Volatility	63%	104.6%	63%		104.6%
Expected life	1.0 years	1.0 years	1.0 years		1.0 years
Dividend yield	0%	0%	0%		0%

i) The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

ii) Expected volatilities are based on historical volatility of the Company's stock and other factors.

iii)

The expected life of options granted represents the period of time that the options are expected to be outstanding and is derived from historical exercise behavior and current trends.

Page 18

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

e) Stock option table

During the nine months ended September 30, 2007, the options as set out below were granted for services provided to the Company:

		Fair Value					Cancelled (c)
	Option	at Original				Granted	Expired (x)		Balance
Grant	exercise	Grant	Expiry	Vesting	Balance	during	Exercised (e)	Balance	Exercisable
date	price	Date	date	date	Dec 31/06	the period	during the period	Sept 30/07	Sept 30/07
mm/dd/yy	US $	US$	mm/dd/yy	mm/dd/yy	#	ii) #	iv) #	iii) #	#

12/09/03	1.18	0.24	08/31/06	Vested	--	--	--	--	--
12/30/03	1.50	0.32	08/31/06	Vested	--	--	--	--	--
01/17/05	1.01	0.38	i) 06/30/07	Vested	352,500	--	317,500 (e) 35,000 (x)	--	--
01/18/05	1.10	0.62	08/31/08	Vested	600,000	--	--	600,000	600,000
01/25/05	1.17	0.43	08/31/06	Vested	--	--	--	--	--
06/14/05	3.49	1.55	06/14/15	Vested	150,000	--	--	150,000	150,000
08/24/05	6.50	2.38	08/24/08	Vested	110,000	--	--	110,000	110,000
10/03/05	6.81	3.07	10/03/15	Vested	16,666	--	-	16,666	16,666
10/03/05	6.81	3.83	10/03/15	10/03/07	16,667	--	--	16,667	--
10/03/05	6.81	4.38	10/03/15	10/03/08	16,667	--	--	16,667	--
06/14/06	5.09	2.06	06/14/16	Vested	200,000	--	--	200,000	20,000
07/25/06	3.95	1.14	12/31/09	Vested	100,000	--	--	100,000	100,000
07/25/06	3.95	1.39	12/31/09	Vested	660,000	--	--	660,000	660,000
07/25/06	3.95	1.60	12/31/09	12/31/07	50,000	--	--	50,000	--
07/25/06	3.95	1.78	12/31/09	07/25/08	145,000	--	--	145,000	--
07/25/06	3.95	2.01	12/31/09	07/25/09	70,000	--	--	70,000	--
07/25/06	3.95	1.14	07/25/16	Vested	500,000	--	--	500,000	500,000
07/25/06	3.95	1.14	07/25/16	Vested	500,000	--	--	500,000	500,000
11/24/06	7.52	2.47	11/24/09	Vested	10,000	--	--	10,000	10,000
11/24/06	7.52	2.92	11/24/09	12/31/07	10,000	--	--	10,000	--
11/24/06	7.52	3.70	11/24/09	12/31/08	10,000	--	--	10,000	--
03/30/07	6.11	2.02	03/30/10	12/31/07	--	50,000	--	50,000	--
03/30/07	6.11	2.69	03/30/10	12/31/08	--	50,000	--	50,000	--
03/30/07	6.11	2.82	03/30/10	03/30/09	--	50,000	--	50,000	--
05/16/07	5.09	1.51	05/16/10	12/31/07	--	10,000	--	10,000	--
05/16/07	5.09	2.09	05/16/10	12/31/08	--	10,000	--	10,000	--
05/16/07	5.09	2.09	05/16/10	05/31/09	--	10,000	--	10,000	--
06/20/07	5.06	2.08	06/20/17	06/20/08	--	200,000	--	200,000	--
07/03/07	5.03	1.70	12/31/10	Vested	--	35,000	--	35,000	35,000
07/03/07	5.03	1.70	12/31/10	10/03/07	--	10,000	--	10,000	--
07/03/07	5.03	1.70	12/31/10	12/31/07	--	42,500	--	42,500	--
07/03/07	5.03	1.70	12/31/10	07/03/08	--	847,500	--	847,500	--
07/03/07	5.03	1.98	12/31/10	12/31/08	--	20,000	--	20,000	--
07/03/07	5.03	2.25	12/31/10	07/03/09	--	120,000	--	120,000	--
					3,517,500	1,455,000	352,500	4,620,000	2,701,666

On August 30, 2006, the Board of Directors of the Company passed a resolution with respect to the remaining stock options issued on January 17, 2005 to (a) extend the expiry date of all then outstanding options from August 31, 2006 to the earlier of June 30, 2007 or 60 days following the date of a “Commercial Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 and (b) to extend the vesting date of certain of these options to the earlier of the date of a “Commercial Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 or May 31, 2007, as long as drilling operations are continuing on the KG Offshore Block. This resolution resulted in an added incremental stock-based compensation cost of $11,440 with respect to the seven employees. At September 30, 2007, none of these options remain to be exercised.

ii)

During the nine months ended September 30, 2007, the Company granted options to purchase 1,455,000 shares exercisable at various prices between $5.03 and $6.11 and expire on dates between March 30, 2010 and June 20, 2017, which vest in their entirety on vesting dates between July 25, 2007 and July 3, 2009.

iii)

As at September 30, 2007, there were 4,620,000 options outstanding at various prices which, if exercised, would result in gross proceeds of US$18,969,800.

iv)

During the three and nine months ended September 30, 2007, there were nil and 317,500 options exercised respectively, at $1.01 per share for gross proceeds of US$nil and US$320,675 respectively. During the three and nine months ended September 30, 2007, nil and 35,000 options respectively, expired.

Page 19

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

7. Related Party Transactions

Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed by the related parties.

a) Note payable

On August 29, 2003, as part of an Acquisition, a US$2,000,000 promissory note was issued to the sole shareholder of GeoGlobal India. On each of August 29, 2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000 of the note was repaid. The promissory note was non-interest bearing and the capital stock of GeoGlobal India collateralized the repayment of the note. The collateral has been released.

b) Roy Group (Mauritius) Inc.

Roy Group (Mauritius) Inc. is related to the Company by common management and is controlled by a director of the Company who is also a principal shareholder of the Company. On March 27, 2003, the Company entered into a Participating Interest Agreement (see note 4d) with the related party.

c) Roy Group (Barbados) Inc. (“Roy Group”)

Roy Group is related to the Company by common management and is controlled by an officer and director of the Company who is also a principal shareholder of the Company. On August 29, 2003, the Company entered into a Technical Services Agreement ("TSA") with Roy Group to provide services to the Company as assigned by the Company and to bring new oil and gas opportunities to the Company. On January 31, 2006, the terms of the agreement were amended to extend the term of the agreement from August 31, 2006 to December 31, 2007. Roy Group receives consideration of US$350,000 per year, as outlined and recorded below:

	Three months ended Sept 30, 2007		Three months ended Sept 30, 2006		Nine months ended Sept 30, 2007		Nine months ended Sept 30, 2006
	US $		US $		US $		US $		Period from Inception, Aug 21, 2002 to Sept 30, 2007 US $
Consolidated Statements of Operations
Consulting fees		17,500		17,500		52,500		52,500		251,167
Consolidated Balance Sheets
Oil and gas interests
Exploration costs - India (note 4b)		70,000		70,000		210,000		210,000		1,004,666
		87,500		87,500		262,500		262,500		1,255,833

During the three and nine months ended September 30, 2007, the Company recognized compensation cost for stock-based compensation arrangements with the principal of Roy Group as outlined and recorded below:

Consolidated Statement of Operations
Consulting fees	4,754	--	33,279	--	114,100
Consolidated Balance Sheets
Oil and gas interests
Exploration costs - India (note 4b)	19,017	--	133,117	--	456,400
	23,771	--	166,396	--	570,500

Page 20

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

7. Related Party Transactions (continued)

Roy Group was also reimbursed during the three and nine months ended September 30, 2007 on a cost recovery basis, for travel, hotel, meals and entertainment expenses as outlined and recorded below:

	Three months ended Sept 30, 2007		Three months ended Sept 30, 2006		Nine months ended Sept 30, 2007		Nine months ended Sept 30, 2006		Period from Inception, Aug 21, 2002 to Sept 30, 2007
	US $		US $		US $		US $		US $
Consolidated Statements of Operations
General and administrative		--		43,751		--		118,923		153,539
Consolidated Balance Sheets
Accounts receivable		--		227		--		454		21,597
Oil and gas interests
Exploration costs - India (note 4b)		--		62,217		75,000		118,310		459,387
Property and equipment		--		69		--		1,399		37,595
		--		106,264		75,000		239,086		672,118

At September 30, 2007 the Company owed Roy Group (Barbados) Inc. US$23,181 (December 31, 2006 - US$29,976) for services provided pursuant to the TSA and expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

d) D.I. Investments Ltd. (“DI”)

DI is related to the Company by common management and is controlled by an officer and director of the Company. DI charged consulting fees up to December 31, 2006 for management, financial and accounting services rendered, as outlined and recorded below:



Consolidated Statements of Operations
Consulting fees	--	46,250	--	138,750	516,715

During the three and nine months ended September 30, 2007, the Company recognized compensation cost for stock-based compensation arrangements with the principal of the related party as outlined and recorded below:

Consolidated Statement of Operations
Consulting fees			--				161,642				--				161,642				404,104

Page 21

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

7. Related Party Transactions (continued)

DI was reimbursed during the three and nine months ended September 30, 2007 on a cost recovery basis, for office costs, travel, hotel, meals and entertainment expenses incurred during the periods as outlined and recorded below:

	Three months ended Sept 30, 2007		Three months ended Sept 30, 2006		Nine months ended Sept 30, 2007		Nine months ended Sept 30, 2006		Period from Inception, Aug 21, 2002 to Sept 30, 2007
	US $		US $		US $		US $		US $

Consolidated Statements of Operations
General and administrative
Office costs		1,658		469		2,881		19,973		181,951
Travel, hotel, meals and entertainment		73,692		181		73,692		1,188		122,378
Consolidated Balance Sheets
Accounts receivable		1,364		3,012		1,436		10,451		28,826
Property and equipment		4,909		4,107		4,909		4,107		9,016
		81,623		7,769		82,918		35,719		342,171

At September 30, 2007, the Company owed DI US$18,565 (December 31, 2006 –US$nil) as a result of expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

Subsequent to December 31, 2006, the services of the officer and director are provided to GeoGlobal pursuant to an oral arrangement for an annual consulting fee of US$185,000.

e) Amicus Services Inc. (“Amicus”)

Amicus is related to the Company by virtue of being controlled by the brother of an officer and director of the Company. Amicus charged consulting fees for IT and computer related services rendered, as outlined below:



Consolidated Statements of Operations
Consulting fees	13,045	12,890	39,334	42,774	176,453

Amicus was also reimbursed on a cost recovery basis, for office costs, including parking, office supplies and telephone as well as travel and hotel expenses incurred during the periods as outlined and recorded below:

Consolidated Statements of Operations
General and administrative	--	--	2,841	789	7,309
Consolidated Balance Sheets
Accounts receivable	783	503	2,437	2,646	12,711
Property and equipment	--	--	--	--	1,599
	783	503	5,278	3,435	21,619

At September 30, 2007, the Company owed Amicus Services Inc. US$10,999 (December 31, 2006 – US$3,629) as a result of services provided and expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

Page 22

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

8. Segmented Information

The Company’s petroleum and natural gas exploration activities are conducted in India. Management of the Company considers the operations of the Company as one operating segment. The following information relates to the Company’s geographic areas of operation.

	September 30, 2007 US$		December 31, 2006 US$
Oil and gas interests
India		17,934,682		12,038,867
Egypt and Middle East		2,524,841		82,467
		20,459,523		12,121,334

9. Commitments, Contingencies and Guarantees

a) Restricted cash

The Company’s PSCs relating to exploration blocks in or offshore India contain provisions whereby the joint venture participants must provide the GOI a bank guarantee in the amount of 35% of the participant's share of the minimum work program for a particular phase, to be undertaken annually during the budget period April 1 to March 31. These bank guarantees have been provided to the GOI and serve as guarantees for the performance of such minimum work program and are in the form of irrevocable letters of credit which are secured by term deposits of the Company in the same amount.

The term deposits securing these bank guarantees are as follows:

	September 30, 2007		December 31, 2006
	US $		US $
Exploration Blocks - India
Mehsana		155,000		711,445
Sanand/Miroli		910,000		905,000
Ankleshwar		950,000		600,000
Tarapur		940,000		1,200,000
DS 03		175,000		110,000
DS 04		175,000		--
		3,305,000		3,526,445

ii)

The Company has provided to its bankers as security for credit cards issued to employees for business purposes two term deposits, one in the amount of US$30,000 (December 31, 2006 – US$30,000) and the other in the amount of US$40,148 (Cdn$40,000) (December 31, 2006 – US$34,324 (Cdn $40,000)).

Page 23

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

9. Commitments, Contingencies and Guarantees (continued)

iii)

The Company has entered into a Joint Bidding Agreement with GSPC, and Alkor Petroo Limited relating to exploration activities in Egypt. Under the terms of the Joint Bidding Agreement, the bidders were required to submit a bank guarantee equal to 2% of the financial commitment under the minimum work program of the First Exploration Phase which has a term of 4 years. During the third quarter, the Company provided to GSPC two bank guarantees totaling US$1,170,000 secured by term deposits of the Company in the same amount, based on their 30% participating interest (see note 9c).

	September 30, 2007		December 31, 2006
	US $		US $
Exploration Blocks – Egypt
Block 6 N. Hap’y		900,000		--
Block 8 South Diyur		270,000		--
		1,170,000		--

Production Sharing Contracts

The Company is required to expend funds on the exploration activities to fulfill the terms of the minimum work commitment based on our participating interest for Phase I pursuant to the PSCs in respect of each of our exploration blocks as follows:

Mehsana - Acquire, process and interpret 75 square kilometers of 3D seismic and drill 7 exploratory wells between 1,000 and 2,200 meters.

ii)

Sanand/Miroli - Acquire, process and interpret 200 square kilometers of 3D seismic and drill 12 exploratory wells between 1,500 and 3,000 meters.

iii)

Ankleshwar - Acquire, process and interpret 448 square kilometers of 3D seismic and drill 14 exploratory wells between 1,500 and 2,500 meters.

iv) DS 03 Block - Gravity and geochemical surveys and a 12,000 line kilometer aero magnetic survey.

DS 04 Block - Gravity and magnetic and geochemical surveys; acquire, process and interpret 325 LKM of 2-D seismic; and drill 10 core holes to a depth of approximately 500 meters.

Tarapur Block - The third and final phase of exploratory activities on the Tarapur Block had a term of 2 years expiring November 22, 2007 with a work commitment to drill one well to a depth of 3,000 meters or to the Deccan trap. This requirement has been completed and all areas not encompassing a commercial discovery after November 22, 2007 will be relinquished back to the GOI. Oil and Natural Gas Corporation Limited of India has the right to participate into the development of any commercial discovery on the Tarapur Block by acquiring a 30% participating interest as provided under the PSC. The exercise of this right would result in the reduction of our PI to 14%.

vii) NELP-VI Blocks

On March 2, 2007, the Company along with its joint venture partners executed PSCs with the GOI covering four new exploration blocks awarded under the sixth round of the New Exploration Licensing Policy (NELP-VI).

Page 24

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

9. Commitments, Contingencies and Guarantees (continued)

The Company is also required to fund its participating interest for Phase I exploration and development costs incurred in fulfilling the minimum work commitments under these PSCs as outlined below. The Company's share of these costs is estimated to total approximately US$28.3 million for all four blocks over the four years of Phase I. The Production Exploration Licences ("PELs") have not yet been issued on three of these four new blocks, therefore, the Phase I work commitment has only commenced on one block, being the DS 04 Block.

KG Onshore Block - Reprocess 564 LKM of 2-D seismic; conduct a gravity and magnetic and geochemical survey; acquire, process and interpret 548 sq kms of 3-D seismic; and drill 12 exploratory wells between 2,000 and 5,000 meters.

RJ Block 20 - Reprocess 463 LKM of 2-D seismic; conduct a gravity and magnetic and geochemical survey; acquire, process and interpret 250 LKM of 2-D seismic and 700 sq kms of 3-D seismic; and drill a total of 12 exploratory wells between 2,000 and 2,500 meters.

RJ Block 21 - Reprocess 463 LKM of 2-D seismic; conduct a gravity and magnetic and geochemical survey; acquire, process and interpret 310 LKM of 2-D seismic and 611 sq kms of 3-D seismic; and drill a total of 8 exploratory wells between 2,000 and 2,500 meters.

DS 04 Block - Conduct a gravity and magnetic and geochemical survey, a seismic acquisition program consisting of 325 LKM of 2-D seismic and drill 10 core holes to a depth of approximately 500 meters.

Under the terms of all the PSCs, the Company is also required to keep in force a financial and performance guarantee, whereby the Company unconditionally and irrevocably guarantees to the GOI to fulfill or cause to be fulfilled all of its obligations under the PSCs.

c) Egyptian Blocks

The Company entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in the Arab Republic of Egypt. The agreement provides that the Company is to have a 30% participating interest if any PSCs are entered into.

These blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and onshore exploration Block 8 (also referred to as South Diyur) in the Arab Republic of Egypt. These blocks have been awarded to the consortium subject to certain terms and conditions which have not yet been met. As such, no definitive agreements have been entered into with the Arab Republic of Egypt.

d) KG Offshore Block

Our PSCs relating to the exploration blocks in India provide that by the end of the first phase of the exploration phases the contracting parties shall have drilled a certain number of wells. The first phase of the exploration period relating to the PSC for the KG Offshore Block expired without the required minimum of at least fourteen exploration wells being drilled during the first phase. GSPC is the operator on the KG Offshore Block.

On July 4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the Ministry of Petroleum & Natural Gas, advised GSPC and GeoGlobal that, because of the worldwide supply and availability shortage of offshore drilling rigs, on June 27, 2007 the Government of India had issued new policy guidelines for the merger of exploration phases of PSCs granted under NELP III and NELP IV and for the substitution of additional meterage drilled in deeper wells against the total meterage commitment as part of the minimum work program in the PSCs.

Page 25

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

9. Commitments, Contingencies and Guarantees (continued)

On July 12, 2007, GSPC, on behalf of the contracting parties for the KG Offshore Block, notified the DGH that it was exercising the option granted under the new policies to request a merger of Phases I and II of the KG Offshore Block work program called the New Phase I with the effect of establishing a new work program phase expiring March 11, 2008 and to merge the minimum work program (“MWP”) of Phase II and Phase III into a new phase to be called New Phase II. In addition, GSPC exercised the option to substitute a total meterage drilled commitment in the new work program phase that would be irrespective of the number of wells drilled. Under these new policies, any contractors who exercise this option would be required to relinquish 50% of the contract area at the end of the New Phase I.

On July 13, 2007, the Operating Committee under the KG Offshore Block PSC had approved GSPC’s recommendation of exercising the option under the policy guidelines The minimum work program for the New Phase I would be to drill 33,102 meters. GSPC informed DGH in a Management Committee Meeting held on September 24, 2007 that as at September 17, 2007 a total of 33,224 meters have been drilled, and as such, the minimum work program for the New Phase I has been completed. At the end of the New Phase I on March 11, 2008, the contracting parties will be required to relinquish 50% of the Contract Area of the KG Offshore Block that is not a Discovery or Development Area as defined in the PSC. The New Phase II would have a term of 1.5 years expiring September 11, 2009 and the drilling of a further 12,250 meters would be required in order to meet the minimum work program. Approval of the merger of the Phase I and II into a New Phase I and the merger of the minimum work program of existing Phase II and Phase III as New Phase II from the GOI is currently outstanding.

Unless approval is granted by the GOI to merge Phases I and II of the work program under the new policy guidelines, we may be liable for the consequences of non-fulfillment of the minimum work commitment in a given time frame under the PSC. The PSC has provisions for termination of the PSC on account of various reasons specified therein including material breach of the contract. Termination rights can be exercised after giving ninety days written notice. This failure to timely complete the minimum work commitment, though we have been advised by GSPC there is no precedence, may be deemed by the GOI to be a failure to comply with the provisions of the contract in a material particular.

The termination of the PSC by the GOI would result in our loss of our interest in the KG Offshore Block other than areas determined to encompass "commercial discoveries". The PSC sets forth procedures whereby the operator can obtain the review of the management committee under the PSC as to whether a discovery on the exploration block should be declared a commercial discovery under the PSC. Those procedures have not been completed at present with respect to the discovery on the KG Offshore Block and, accordingly, as of November 14, 2007, no areas on the KG Offshore Block have been determined formally to encompass "commercial discoveries" as that term is defined under the PSC.

In the event the PSC for the KG Offshore Block is terminated by the GOI, or in the event the work program is not fulfilled by the end of the relevant exploration phase, the PSC provides that each party to the PSC is to pay to the GOI its participating interest share of an amount which is equal to the amount that would be required to complete the minimum work program for that phase. We are of the view that GSPC, under the terms of our CIA, would be liable for our participating interest share of the amount required to complete the minimum work program for the phase.

Certain exploration costs related to the KG Offshore Block are incurred solely by and on behalf of the Company in providing its services under the CIA and are therefore not reimbursable under the CIA. As such, these costs have been capitalized in the Company's accounts under Oil and gas interests and at September 30, 2007, amount to US$5,771,332 (December 31, 2006 - US$3,111,676).

Page 26

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

9. Commitments, Contingencies and Guarantees (continued)

e) Carried Interest Agreement Dispute

The Company has been advised by GSPC, that GSPC is seeking payment of the amount by which the exploration costs attributable to the Company under the PSC relating to the KG Offshore Block exceeds the amount that GSPC deems it is obligated to pay on behalf of the Company (including the net 5% participating interest of RGM) under the terms of the CIA. GSPC asserts that the Company is required to pay 10% of the exploration expenses over and above US$59.23 million. Based upon the most recent the letter dated September 6, 2007 received from GSPC, GSPC asserts that this amount payable is Rs. 195.77 crore (or approximately US$45.5 million) as of July 31, 2007.

The Company has advised GSPC that, under the terms of the CIA, the PSC, and the Joint Operating Agreement dated August 7, 2003 (the “JOA”), GSPC has no right to seek the payment and that it believes the payment GSPC is seeking is in breach of the CIA. The Company further reminded GSPC, that the Company under the terms of the CIA, shall be carried by GSPC for 100% of all of its share of any costs during the exploration phase prior to the start of commercial production. The Company obtained the opinion of external Indian legal counsel which supports management's position with respect to the dispute.

The Company intends to vigorously protect its contractual rights in accordance with the dispute resolution process under the CIA, the PSC and the JOA as may be appropriate.

Should GSPC be successful in asserting some or its entire claim, the resulting expenditures would be recorded in the Company's Balance Sheet as an increase to oil and gas interests.

Corporate Head Office

Our corporate head office is located at Suite #310, 605 – 1 Street SW, Calgary, Alberta, T2P 3S9 Canada. These premises are leased for a term of two years ending April 30, 2009 at an annual rental of approximately US$80,000 for base rent and operating costs. These premises include approximately 3,088 square feet which we consider adequate for our present activities.

10. Comparative figures

a)	As the Company is in its development stage, these figures represent the accumulated amounts of the continuing entity for the period from inception August 21, 2002 to September 30, 2007.

b)	Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.

Page 27

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

11.	Recent Accounting Standards

a) Fair Value Measurements

In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS 157”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the first quarter of 2008. The Company is currently evaluating the impact that FAS 157 will have on its consolidated financial statements.

b) The Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the first quarter of 2008. The Company is currently evaluating the impact that FAS 159 will have on its consolidated financial statements.

Page 28

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

Our Business Activities

We are engaged, through subsidiaries and joint ventures in which we are a participant, in the exploration for and development of oil and gas reserves. We initiated these activities in 2003. Through September 30, 2007, our activities have been undertaken in locations where we and our joint venture participants have been granted exploration rights pursuant to Production Sharing Contract's ("PSCs") entered into with the Government of India ("GOI").

At November 14, 2007, we have not reported any proved reserves of oil or natural gas. We have entered into ten PSCs as set out below. Each PSC relates to a separate drilling block onshore or offshore India and each provides for multi-year and multi-phase exploration and drilling activities. Exploration and development activities pursuant to the terms of these agreements are expected to continue throughout 2007 and 2008.

The PSCs we have entered into with respect to ten exploration blocks are as follows:

The first of our agreements, entered into in February 2003 under NELP-III, grants exploration rights in an area offshore eastern India in the Krishna Godavari Basin in the State of Andhra Pradesh. We refer to this KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a net 5% carried interest (“CI”) under this agreement.

We entered into two agreements which grant exploration rights in areas onshore in the Cambay Basin in the State of Gujarat in western India. These agreements were entered into in February 2004 under NELP-IV and we have a 10% participating interest (“PI”) under each of these agreements. We refer to the CB-ONN-2002/2 exploration block as the “Mehsana Block” and the CB-ONN-2002/3 exploration block as the “Sanand/Miroli Block.”

Pursuant to an agreement entered into in April 2005, we purchased from Gujarat State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement granting exploration rights granted under NELP-III to an onshore exploration block in the Cambay Basin in the State of Gujarat in western India. We refer to this CB-ON/2 exploration block as the “Tarapur Block”.

In September 2005, we entered into agreements with respect to two areas under NELP-V. One area is located onshore in the Cambay Basin located in the State of Gujarat south-east of our three existing Cambay blocks, in which we hold a 10% PI. We refer to this CB-ONN-2003/2 exploration block as the “Ankleshwar Block”. The second area is located onshore in the Deccan Syneclise Basin located in the northern portion of the State of Maharashtra in west-central India for which we hold a 100% PI interest and are the operator. We refer to this DS-ONN-2003/1 exploration block as the “DS 03 Block”.

In March 2007, we signed agreements with respect to four additional locations awarded under NELP-VI. One location is onshore in the Krishna Godavari Basin in the State of Andhra Pradesh adjacent to our KG Offshore Block in eastern India in which we hold a 10% PI. We currently refer to this KG-ONN-2004/1 exploration block as the “KG Onshore Block”. The second and third locations include two agreements onshore in north-west India in the Rajasthan Basin in the State of Rajasthan and we hold a 25% PI in each of these agreements. We currently refer to the RJ-ONN-2004/2 exploration block as the “RJ Block 20” and the RJ-ONN-2004/3 exploration block as the “RJ Block 21”. The fourth location is onshore in the Deccan Syneclise Basin in the State of Maharashtra adjacent to our DS 03 Block in west-central India in which we hold a 100% PI and are the operator. We currently refer to this DS-ONN-2004/1 exploration block as the "DS 04 Block."

All of our exploration activities should be considered highly speculative.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the more detailed information including our Consolidated Financial Statements and the related Notes appearing elsewhere in this Quarterly Report. This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results and business plans discussed in the forward-looking statements. Factors that may cause or contribute to such differences include those discussed in "Risk Factors," as well as those discussed elsewhere in this Quarterly Report. For further information, refer to the consolidated financial statements and footnotes and management's discussion and analysis thereto included in the Company's annual report on Form 10-KSB and as amended by Form 10-KSB/A for the year ended December 31, 2006.

Page 29

Restatement

The three and nine months ended September 30, 2007, 2006, the period from inception August 21, 2002 to September 30, 2007, and the year ended December 31, 2006 have been restated due to an error in the classification and calculation for stock-based compensation for non-employee consultants.

A COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 TO SEPTEMBER 30, 2006

Statements of Operations

Three months ended September 30, 2007 and 2006

During the three months ended September 30, 2007, we had expenses of $936,268 compared with expenses of $919,748 during the three months ended September 30, 2006. This increase is primarily the result of our continuing increase in the scale of our participation in oil and gas exploration activities as further outlined in the following.

Our general and administrative expenses increased to $820,112 for the three months ended September 30, 2007 from $552,780 for the three months ended September 30, 2006. This increase is comprised of compensation costs of $240,000 related to the extension of the expiry date of the 2005 Compensation Options and the related 2005 Compensation Option Warrants from September 9, 2007 to June 20, 2009. Also included in our general and administrative expenses are our compensation costs for stock-based compensation arrangements with employees and directors which are being expensed over their respective vesting periods. These stock-based compensation costs decreased to $244,078 for the three months ended September 30, 2007 versus $361,389 for the same period in 2006. The remainder of the increase in these general and administrative expenses is a result of an increase in our scale of participation in oil and gas activities. These general and administrative expenses include costs related to the corporate head office including administrative salaries and services, rent and office costs, insurance and directors' fees as well our shareholder relations costs which include the American Stock Exchange listing and filing fees and transfer agent fees and services.

Our consulting fees decreased during the three months ended September 30, 2007 showing a recovery of $46,209 versus an expense of $292,954 for the three month period ended September 30, 2006. This decrease is mainly attributable to compensation costs for stock-based compensation with consultants for the three months ended September 30, 2007 being a recovery of $208,801 versus an expense of $145,889 in the same period of 2006. These consulting fees reflect $17,500 (2006 - $17,500) paid under our Technical Services Agreement with a corporation wholly-owned by Mr. Roy and other fees and expenses we incurred in employing various technical and corporate consultants who advised us on a variety of matters.

Professional fees increased to $147,424 during the three months ended September 30, 2007 from $61,039 during the three months ended September 30, 2006. Professional fees include those paid to our auditors for pre-approved audit, accounting and tax services and fees paid to our legal advisors primarily for services provided with regard to filing various periodic reports and other documents and reviewing our various oil and gas and other agreements. Legal fees increased from approximately $29,000 in the three months ended September 30, 2006 to about $93,000 in the comparable period of 2007. In addition, we experienced an increase in the fees paid to our auditors for additional work incurred in providing our audit and accounting services from about $30,000 during the three month period ending September 30, 2006 to approximately $55,000 in the same three month period in 2007.

Our other expenses and income during the three months ended September 30, 2007 resulted in income of $691,859 versus $463,452 for the same period in 2006. Interest income increased substantially, being $694,292 for the three months ended September 30, 2007 as compared to $461,123 for the three months ended September 30, 2006. This improvement is directly related to the increase in US prime interest rate as compared to 2006 as well an increase in interest earned on our invested cash balances resulting from our recent share issue in June, 2007. Included in other expenses and income is a foreign exchange loss of $2,433 as compared to a gain for the same period in 2006 of $2,329.

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Reflecting the increase in expenses for our general and administrative expenses and professional fees due to the increase in our overall oil and gas exploration activities, as offset by the increase in interest income and recovery of consulting fees due to a recovery in stock-based compensation costs, our net loss amounted to $244,409 for the three months ended September 30, 2007 as compared to a net loss of $456,296 for the same period in 2006.

Nine months ended September 30, 2007 and 2006

During the nine months ended September 30, 2007, we had expenses of $2,322,071 compared with expenses of $1,872,673 during the nine months ended September 30, 2006. This increase is primarily the result of our continuing increase in the scale of our participation in oil and gas exploration activities as further outlined in the following.

Our general and administrative expenses increased to $1,771,399 from $1,214,761. These general and administrative expenses increased as a result of our increased additional oil and gas exploration, and, include costs related to the corporate head office including administrative salaries and services, rent and office costs, insurance and directors' fees as well our shareholder relations costs which include the American Stock Exchange listing and filing fees and transfer agent fees and services. The increase is chiefly the result of an increase in our compensation cost for stock-based compensation arrangements with employees and directors which are being expensed over their respective vesting periods. These stock-based compensation costs increased to $747,127 for the nine months ended September 30, 2007 as compared to $540,717 for the same period in 2006. The balance of the increase is for compensation costs of $240,000 related to the extension of the expiry date of the 2005 Compensation Options and the related 2005 Compensation Option Warrants from September 9, 2007 to June 20, 2009.

Our consulting fees decreased to $22,469 during the nine months ended September 30, 2007 from $461,971 for the same nine month period ended September 30, 2006. This decrease is mainly attributable to compensation costs for stock-based compensation arrangements with consultants for the nine month period ending September 30, 2007 being a recovery of $373,077 versus an expense of $145,889 for the same period of 2006. These consulting fees reflect $52,500 (2006 - $52,500) paid under our Technical Services Agreement with a corporation wholly-owned by Mr. Roy and other fees and expenses we incurred in employing various technical and corporate consultants who advised us on a variety of matters.

Professional fees increased to $488,918 during the nine months ended September 30, 2007 from $161,967 during the nine months ended September 30, 2006. Professional fees include those paid to our auditors for pre-approved audit, accounting and tax services and fees paid to our legal advisors primarily for services provided with regard to filing various periodic reports and other documents and reviewing our various oil and gas and other agreements. Legal fees increased from approximately $109,000 in the nine months ended September 30, 2006 to about $237,000 in the comparable period of 2007. In addition, we experienced an increase in the fees paid to our auditors for additional work incurred in providing our audit and accounting services from about $53,000 during the nine month period ending September 30, 2006 to approximately $251,000 in the same three month period in 2007.

Our other expenses and income during the nine months ended September 30, 2007 resulted in a income of $1,561,470 versus income of $1,292,491 for the same period in 2006. Interest income increased substantially, being $1,551,184 for the nine months ended September 30, 2007 as compared to $1,288,741 for the nine months ended September 30, 2006. This improvement is directly related to the increase in US prime interest rate as compared to 2006, as well an increase in interest earned on our invested cash balances resulting from our recent share issue in June, 2007. Included in other expenses and income is a foreign exchange gain of $10,286 as compared to a gain for the same period in 2006 of $3,750.

Reflecting the increase in expenses for our general and administrative and professional fees due to the increase in our overall oil and gas exploration activities net of an increase in our interest income on term deposits and a reduction in our consulting fees, our net loss increased to $760,601 as compared to a net loss of $580,182 for the same period in 2006.

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Liquidity and Capital Resources

At September 30, 2007, our cash and cash equivalents were $49,255,804. Of these funds, $48,190,655 were being held in term deposits earning interest based on the US prime rate.

Three months ended September 30, 2007 and 2006

During the three months ended September 30, 2007, our overall position in cash and cash equivalents decreased by $6,099,782, as compared to a net decrease in the comparable period of 2006 of $1,848,279. These cash movements can be attributed to the following activities:

Our net cash used in operating activities during the three months ended September 30, 2007 was $161,010 as compared to cash provided by operating activities of $10,317 for the three months ended September 30, 2006. This increase is mostly as a result of an increase in expenses which include our consulting and professional fees which is consistent with our increased costs related to our increased oil and gas exploration activities.

Cash used by investing activities during the three months ended September 30, 2007 was $5,762,706 as compared to $3,793,118 during the three months ended September 30, 2006. This increase is a result of additional expenditures for oil and gas activity of $5,479,467 for the three months ended September 30, 2007 as compared to $1,168,813 for the three months ended September 30, 2006. This increase is consistent with our increased drilling costs in the Cambay area as well as exploration costs incurred in bidding and evaluating new exploration blocks in the Arab Republic of Egypt. In addition, the Company made a substantial investment in fixed assets, mainly for an office condominium in Gandhinagar, India plus improvements which were completed during the third quarter at a total cost of $773,629.

Offsetting the increased investing activity in the three months ended September 30, 2007 was a reduction in the requirement to supply bank guarantees, such that in the three months ended September 30, 2007 outlays were reduced to $1,347,532 versus outlays for such instruments of $1,879,984 for the three months ended September 30, 2006. These bank guarantees have been provided and serve as guarantees for the performance of our minimum work program, and are in the form of irrevocable letters of credit which are secured by term deposits of the Company in the same amount. These investing outlays were also offset by a combined increase in accounts payable and accrued liabilities of $1,319,001 in the three months ended September 30, 2007 as compared to a net decrease in accounts payable and accrued liabilities of $768,159 in the same three month period of 2006.

Cash used in financing activities for the three months ended September 30, 2007 was $176,066, representing additional expenses relating to our financing in the second quarter of 2007. This compares to funds provided by financing activities of $1,934,552 during the three months ended September 30, 2006. During the three months ended September 30, 2007, cash of $nil was provided from issuance of shares of common stock on exercise of options compared to the three months ended September 30, 2006, during which cash of $1,949,979 was provided from the issuance of 1,853,500 shares of common stock on the exercise of options, net of share issuance costs of $15,457.

Nine months ended September 30, 2007 and 2006

The increase in our cash and cash equivalents of $49,255,804 from $32,362,978 at December 31, 2006 is primarily the result of funds provided by financing activities net of funds used in operating and investing activities as follows:

Our net cash used in operating activities during the nine months ended September 30, 2007 was $340,153 as compared to $21,901 for the nine months ended September 30, 2006. This increase is mostly as a result of an increase in expenses which include our general and administrative expenses, as well as our consulting and professional fees which is consistent with our increased costs related to our increased oil and gas exploration activities.

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Cash used by investing activities during the nine months ended September 30, 2007 was $9,476,874 as compared to $7,400,506 during the nine months ended September 30, 2006. This increase is a result of additional expenditures for oil and gas activity of $7,860,425 for the nine months ended September 30, 2007 as compared to $5,149,439 for the same period in 2006. This increase is consistent with our increased drilling costs in the Cambay area, exploration costs incurred in bidding and evaluating new exploration blocks in the Arab Republic of Egypt, as well as an investment in fixed assets of $745,539 during the nine months ended September 30, 2007, including mainly an office condominium in Gandhinagar, India and related improvements, and computer and office equipment of $46,253.

Offsetting the increased investing activity in the first nine months ended September 30, 2007 was a reduction in the requirement to supply bank guarantees, such that in the first nine months of 2007 outlays were reduced to $954,379 versus outlays for such instruments of $3,089,820 in the first nine months of 2006. These bank guarantees have been provided and serve as guarantees for the performance of our minimum work program, and are in the form of irrevocable letters of credit which are secured by term deposits of the Company in the same amount. These investing outlays were also offset by a combined increase in accounts payable and accrued liabilities of $129,722 in the period to September 30, 2007 and $936,783 in the comparable period of 2006.

Cash provided by financing activities for the nine months ended September 30, 2007 was $26,709,853 as compared to $4,583,070 during the nine months ended September 30, 2006. During the nine months ended September 30, 2007, we completed the sale of 5,680,000 Units of our securities at $5.00 per Unit for aggregate cash gross proceeds of $28,400,000 less share issuance costs of $2,015,272, and $4,450 of accounts payable relating to financing activities. Further, during the nine months ended September 30, 2007, cash of $320,675 was provided from the issuance of 317,500 shares of common stock on the exercise of options, as compared to cash of $2,704,128 which was provided in the comparable period of 2006 from the issuance of 2,279,000 shares of common stock on the exercise of options and $1,963,750 on the exercise of all 785,500 of the remaining 2003 purchase warrants.

We have been advised by GSPC, that GSPC is seeking payment of the amount by which the exploration costs attributable to us under the PSC relating to the KG Offshore Block exceeds the amount that GSPC deems it is obligated to pay on behalf of us (including the net 5% participating interest of RGM) under the terms of the CIA. GSPC asserts that the Company is required to pay 10% of the exploration expenses over and above US$59.23 million. Based upon the most recent letter dated September 6, 2007 received from GSPC, GSPC asserts that the amount payable by us is Rs. 195.77 crore (or approximately US$45.5 million) as of July 31, 2007. GeoGlobal disputes this assertion of GSPC. See Risk Factors – Risks Relating to Our Oil and Gas Activities - GSPC Is Seeking a Payment From Us In the Amount Of Approximately $45.5 Million On Account of GSPC’s Exploration Costs On the KG Offshore Block and Note 9e to Notes to Consolidated Financial Statements.

Our Krishna Godavari Basin Agreements and Exploration Activities

The KG Offshore Block and Our Carried Interest Agreement

At July 31, 2007, GSPC, the operator of the KG Offshore Block, has expended on exploration activities approximately $45.5 million attributable to us under the PSC and the Carried Interest Agreement (“CIA”) as compared to $26.1 million at December 31, 2006. Of this amount, 50% is for the account of Roy Group (Mauritius) Inc. (“RGM”) under the terms of our Participating Interest Agreement with RGM, which leaves us with a net 5% interest. Under the terms of the CIA, GeoGlobal and RGM are carried by GSPC for 100% of all our share of any costs during the exploration phase on the KG Offshore Block prior to the start date of initial commercial production.

Under the terms of the PSC, GSPC is committed to expend further funds for the exploration of and drilling on the KG Offshore Block. The management committee under the exploration contract relating to the KG Offshore Block has estimated that the total gross budget for the KG Offshore Block for the period April 1, 2007 to March 31, 2008 is $503.6 million. The estimated annual budget for costs to be incurred by GSPC for the twelve month period April 1, 2007 to March 31, 2008 attributable to the 10% carried interest attributable to us and RGM under the CIA is approximately $50.4 million. We are unable to estimate the amount of additional expenditures GSPC will make attributable to us prior to the start date of initial commercial production under the CIA or when, if ever, any commercial production will commence. As provided in the CIA, we will be required to bear the expenditures attributable to us after the start date of initial commercial production on the KG Offshore Block.

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We will not realize cash flow from the KG offshore venture until such time as the expenditures attributed to us, including those expenditures made for the account of RGM under the CIA, have been recovered by GSPC from future production revenue. Under the terms of the CIA, all of our proportionate share of capital costs for exploration and development activities must be repaid to GSPC without interest over the projected production life or ten years, whichever is less.

Matters Relating to Our KG Offshore Block PSC

On July 13, 2007, the Operating Committee under the KG Offshore Block PSC had approved GSPC’s recommendation of exercising the option under the policy guidelines The minimum work program for the New Phase I would be to drill 33,102 meters. GSPC informed DGH in a Management Committee Meeting held on September 24, 2007 that as at September 17, 2007 a total of 33,224 meters have been drilled, and as such, subject to the GOI approval of the merger of Phases I and II, the minimum work program for the New Phase I has been completed. At the end of the New Phase I on March 11, 2008, the contracting parties will be required to relinquish 50% of the Contract Area of the KG Offshore Block that is not a Discovery or Development Area as defined in the PSC. The New Phase II would have a term of 1.5 years expiring September 11, 2009 and the drilling of a further 12,250 meters would be required in order to meet the minimum work program. Approval of the merger of the Phase I and II into a New Phase I and the merger of the minimum work program of existing Phase II and Phase III as New Phase II from the GOI is currently outstanding.

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The KG Offshore Block Drilling Activities

Saipem Perro Negro 3 Rig

GSPC currently has contracted with Saipem SPA, part of ENI, Italy, for the Saipem Perro Negro 3 jack-up drilling rig to drill 10 wells, with an option of extending the contract for 2 additional wells. As of November 14, 2007, the Saipem Perro Negro 3 drilling rig has drilled five exploratory wells and one appraisal well. Two of the five exploratory wells, the KG#1 drilled in 2004 and the KG#11 drilled in 2005 have both been abandoned. The remaining three exploratory wells, the KG#8 drilled in 2005, and the KG#17 and KG#15 drilled in 2006, along with the KG#28 appraisal well drilled in 2007, all drilled from the KG#8 well platform, have been completed and tested and are suspended awaiting the results of future wells drilled from this platform.

On February 6, 2007, the Saipem Perro Negro 3 rig commenced drilling the KG#28 well from the KG#8 platform. The KG#28 well is the sixth well drilled by the Saipem Perro Negro 3 jack-up drilling rig and has been classified by the Management Committee as an “appraisal well” for the purposes of the PSC. The well was drilled directionally deviating approximately 1,640 meters east of the KG#8 platform to a total depth of 5,258 meters MD (4,879 meters total vertical depth or “TVD”) and was then cased to total depth with a 7 inch liner. On September 24, 2007 we announced that GSPC had completed DST-1 which involved 49.5 meters of perforations across the interval depth from 5,037.5 to 5,112 meters measured depth (“MD”). We further announced that during clean-up flow, the following stabilized gas/condensate rates were measured through various choke sizes at the following flowing wellhead pressures (“FWHP”):

·	16/64 inch choke – 6.7 MMSCFD Gas plus 12 BBLS/D Condensate at 4,550 psi FWHP

·	20/64 inch choke – 8.5 MMSCFD Gas plus 16 BBLS/D Condensate at 4,000 psi FWHP

·	32/64 inch choke – 10.6 MMSCFD Gas plus 22 BBLS/D Condensate at 1,950 psi FWHP

On October 8, 2007 after isolating DST-1, GSPC perforated DST-2 which involved 54.0 meters of perforations across the interval depth from 4,951.0 to 5,005.0 meters MD (4,613 to 4,660 meters TVD). DST-2 flowed through a 20/64 inch choke at a stabilized gas rate of 5.5 MMSCFD at 2,750 psi FWHP.

On October 29, 2007 after isolating DST-2, GSPC perforated DST-3 resulting in 74.0 net meters of perforations over the interval depth of 4,556 to 4,759 meters MD. During testing the well flowed through a 20/64 inch choke at a stabilized gas rate of 6.5 MMSCFD at 3,250 psi FWHP.

As at November 14, 2007 GSPC is temporarily suspending the KG#28 well temporarily, while it evaluates the next well to spud.

Atwood Beacon Rig

GSPC has also entered into a 25 month contract with Atwood Oceanics Inc., a Houston based International Offshore Drilling Contractor, for the Atwood Beacon jack-up drilling rig to drill additional exploration wells on the KG Offshore Block.

On January 3, 2007, the Atwood Beacon rig commenced drilling its first well, the KG#16 exploratory well. The KG#16 well is situated in shallow water of approximately 109 meters and is approximately 5 kilometers east of the location where the Saipem Perro Negro 3 jack-up drilling rig is located. On May 14, 2007 it was announced that GSPC had completed the drilling of the KG#16 well to a TD of 5,372 meters measured depth.

The testing program was completed on August 1, 2007. DST-1 and DST-1A involved 31 meters and 21 meters of perforations across the interval depth from 4,951 – 5,046 and 4,800 – 4,833.5 meters MD respectively. Both zones were tight and did not flow hydrocarbons to the surface. DST-2 was chosen from encouraging independent log analyses over the interval depth of 4,642 to 4,754 meters MD but was abandoned without perforating due to operational problems. DST-3 involved 75 meters of perforations over the interval depth of 4,483 to 4,590 meters MD at a stabilized flow rate of 2.21 MMSCFD of gas and 15 BBLS/D of condensate at a

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FWHP of 880 psi through a 24/64 inch choke. DST-4 involved 133 meters of perforations over the interval depth of 4,302 to 4,435 meters measured depth at a stabilized flow rate of 2.52 MMSCFD of gas and 106 BBLS/D of condensate at a FWHP of 1,880 psi through a 16/64 choke.

On September 24, 2007, GSPC informed the Government of India that the discovery of hydrocarbons in the KG#16 well is of potential commercial interest and merits further appraisal, however, for technical reasons, the KG#16 well has been presently abandoned with the possibility of attempting to reenter the well at a later date.

GSPC has moved the Atwood Beacon Rig to a new exploratory well location being the KG#31 well. The KG#31 well is situated in shallow waters of approximately 62.5 meters in depth and approximately 3 kilometers north of the KG#8 platform. The KG#31 well was spud on September 20, 2007 and was intended to be drilled directionally 900 meters west of the present surface location to an approximate TVD of 4,000 meters. The well was drilled and logged to a depth of approximately 3,892 meters TVD (4,058 meters MD). Based upon the log results, GSPC has elected to go uphole and set a bridge plug at approximately 2,217 meters MD and whip stock and continue drilling in a more horizontal south-west direction to an approximate TVD of 4,750 meters. As at November 14, 2007 the well has been drilled to a depth of 2,235 meters TVD (2,303 meters MD),

Deep Driller 1 Rig

GSPC contracted a fourth drilling rig named “Deep Driller 1”. The Deep Driller 1 is owned by Sinvest ASA out of Norway and is a jack-up rig capable of operating in water depths of approximately 120 meters. The term of the contract is for two years from the date of spud of the first well.

On May 8, 2007, GSPC commenced drilling the KG#30 exploratory well with the Deep Driller 1. The KG#30 well was situated approximately 15.5 kilometers northeast of the KG#11 well, and was drilled vertically in shallow waters of approximately 45 meters. GSPC completed the drilling and casing of the KG#30 well to a total vertical depth of 3,951 meters and a complete suite of modern logs had been run. An open hole DST (drill stem test) was unsuccessful due to mechanical failure. On August 13, 2007, GSPC abandoned the KG#30 well as the testing results did not reveal sufficient hydrocarbons at this location. The KG#30 was the first exploratory well to test the deepest part of the northern graben in the KG Offshore Block.

GSPC moved the Deep Driller 1 Rig to a location approximately 7.5 kilometers northeast of the KG#8 platform in shallow waters of approximately 91 meters in depth, where, on August 27, 2007, GSPC commenced the drilling of the KG#22 well from this location. The KG#22 well is the second well to be drilled by the Deep Driller 1 Rig and is intended to be drilled directionally to a TVD of approximately 5,078 meters (approximately 5,974 meters MD) deviating approximately 2,900 meters southeast of the KG#22 well surface location. As at November 14, 2007, this well has been drilled to a depth of approximately 2,780 meters TVD (2,997 meters MD).

Essar Wildcat Rig

GSPC has further entered into a contract with Essar Oilfield Services Limited (“EOSL”), a subsidiary of Essar Shipping & Logistics Ltd. of Cyprus, for a semi-submersible drilling rig named “Essar Wildcat”. The Essar Wildcat is a self propelled drilling rig suitable for deployment in water depths of 400 meters and has a drilling depth capacity of 7,600 meters. The initial term of the EOSL contract is for two years from the date of spud of the first well, with the option of two extensions, each for one year. The Essar Wildcat has arrived at the KG Offshore Block and is currently undergoing upgrading and maintenance, which as at November 14, 2007 is not expected to be completed until the end of December 2007. GSPC intends to commence the drilling of the KG#19 well as soon as these operations are completed. The KG#19 well location is intended to be situated in deeper waters of approximately 150 meters and is intended to be drilled vertically to an approximate TVD of 5,000 meters to test the most prospective zones below the Lower Cretaceous unconformity 11 kilometers northeast of the KG#8 platform.

The KG Onshore Block Agreement

On March 24, 2007, Oil India Limited ("OIL"), as operator for the KG Onshore Block applied for the Production Exploration Licence ("PEL") from the State of Andhra Pradesh.

On September 14, 2007, OIL notified DGH that it has amended its PEL application into two parts. One covers the non-forest area of approximately 337 sq. km. while the second covers the remainder of the exploration block which is in an environmentally sensitive forested area. OIL has done this in an attempt to expedite the granting of the PEL over the non-forest area in order to commence the planned 2-D seismic program.

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Once the PEL is issued from the State of Andhra Pradesh, OIL will be allowed to commence the Phase I work program commitments.

Under the PSC for the KG Onshore Block, the Phase I work commitment consists of reprocessing 564 linear kilometers of 2D seismic, conducting a gravity and magnetic and geochemical survey, as well as a seismic acquisition program consisting of 548 sq km of 3D seismic. This Phase I commitment further consists of the drilling of 12 exploration wells to various depths between 2,000 and 5,000 meters. We will be required to fund our proportionate share of the costs incurred in these activities estimated to be approximately $8.5 million over the four years of the first phase of the work commitment with respect to a 10% participating interest in the block and approximately $21.4 million with respect to a 25% participating interest in the block.

Cambay Basin Agreements and Drilling Activities

At September 30, 2007, we are parties to four PSCs relating to exploration blocks in the Cambay Basin. These include the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar Block and the Tarapur Block.

Mehsana Block

This PSC provides that the exploration activities of the first exploration phase, which commenced May 21, 2004, are to be conducted over a period of 2.5 years. During the first exploration phase on this exploration block, the parties are to acquire 75 square kilometres of 3D seismic data, reprocess 650 linear kilometres of 2D seismic data and conduct a geochemical survey, all of which has been completed. In addition, the parties are to drill seven exploratory wells between 1,000 to 2,200 meters, of which, as at November 14, 2007, three have been drilled and one is currently being drilled.

The first exploration phase relating to the PSC for the Mehsana Block expired without the required minimum of seven wells having been drilled. In October, 2006 the management committee under the PSC for the Mehsana Block approved a proposal to seek from the GOI an extension of the first exploration phase for a six month period from November 21, 2006 to May 20, 2007. On April 6, 2007 the members of the operating committee under the Mehsana Block resolved to submit an application to the GOI for extension for an additional nine months to November 20, 2007 to complete the minimum work program under Phase I, which approval was granted on August 6, 2007. Further, on October 8, 2007, Jubilant, upon recommendation by a resolution of the Operating Committee, submitted an application under the New Extension Policy issued by the Government of India on June 27, 2007 requesting the grant of an additional extension of 6 months from November 21, 2007 to May 20, 2008 to complete the minimum work program. Under this new policy, an additional extension up to 12 months may be given subject to the consortium partners providing a 50% bank guarantee of the unfinished minimum work program (MWP) and the additional work program reasonably acceptable to DGH. The period of extension will be set off against the term of the Second Phase which would still expire November 20, 2008. Final consent to this extension is awaiting GOI approval.

Two wells, the CB-2 well and the CB-3 well were drilled to a total vertical depth of 2,500 meters and 2,350 meters respectively. Neither of these wells proceeded into a testing program and both were subsequently abandoned.

The CB-3A well commenced drilling on July 31, 2007 and was drilled with the WAFA STAR RIG 1 to a total depth of 2,451 meters TVD (2,620 meters MD). Jubilant, as operator of the Mehsana Block, provided notification to the GOI that based upon available information, including drilling data, mud logs and wireline data, three hydrocarbon bearing intervals were interpreted to be present. Two intervals were selected for testing to establish the presence of producible hydrocarbons. DST-1 involved 55 meters of perforations across the interval 2,388 to 2,443 showed an influx of oil within the tubing but did not reach the surface. The oil presence (42°API) was confirmed by reversing out a measurable quantity of crude oil. DST-2 involved 5 meters of perforations across the interval 2010.5 to 2015.5 and both oil (36° API) and gas reached the surface thereby confirming the presence of producible hydrocarbons. Jubilant provided further notification to the GOI under the terms of the PSC that a discovery of hydrocarbons in the CB-3A well had been declared.

The CB-1 well commenced drilling on October 17, 2007 with the WAFA STAR RIG 1 and at November 14, 2007 has been drilled to a depth of 1,225 meters MD. This well is anticipated to be drilled to a total depth of 3,400 meters MD.

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At September 30, 2007, we have incurred costs of approximately $1.5 million with respect to exploration activities on the Mehsana Block. We estimate that our expenditures for exploration activities during the April 1, 2007 to March 31, 2008 which will include the drilling of the remaining four wells of the Phase I work commitment, will be approximately $1.8 million.

Sanand/Miroli Block

This PSC provides that the exploration activities, which commenced July 29, 2004, are to be conducted over a period of 2.5 years. During the first exploration phase on the Sanand/Miroli Block, the parties are to acquire 200 square kilometres of 3-D seismic data, reprocess 1,000 line kilometres of 2-D seismic data, and conduct a geochemical survey. GSPC as operator has completed these exploration activities which included the acquisition, processing and interpretation of a 463 sq km onshore 3-D seismic program. In addition, we are to drill twelve exploratory wells between 1,500 to 3,300 meters. As at November 14, 2007, five have been drilled and one is currently drilling. Of the five wells drilled, four are awaiting a workover rig for testing and one has been abandoned.

The first exploration phase relating to the PSC for the Sanand/Miroli Block expired without the required minimum of twelve wells having been drilled. On December 29, 2006 the management committee approved a proposal to seek from the GOI an extension of the first exploration phase for a six month period from January 28, 2007 to July 28, 2007. Further on July 23, 2007, GSPC as operator, on behalf of the consortium partners has requested from the GOI a one year extension under Annexure-1 SI. No. 3 of the New Extension Policy. The period of extension, will be set off against the term of the Second Phase which would still expire January 28, 2009. Final consent to this extension is awaiting GOI approval.

Drilling operations using the DALMA MR#4 Rig commenced on this block on November 15, 2006 with the drilling of the first of the twelve exploration wells. The M-1 well was drilled to a total vertical depth (TVD) of 2,300 meters and was temporarily suspended. The well has subsequently been re-entered and drilled to a TVD of 2,463 meters. The well has been logged, cased and testing has been completed. All four zones that were tested were oil bearing intervals. The uppermost interval was hydraulically fractured and flowed oil at 106 barrels of oil per day (BBL/D). The remaining three oil bearing intervals in M-1 are planned to be stimulated using hydraulic fracture stimulation with a workover rig. The GOI has been made aware of this hydrocarbon discovery in accordance with the terms of the PSC.

The DALMA MR#4 Rig commenced drilling the M-4 well on February 24, 2007 which was drilled to a TVD of 2,226 meters. This same rig spud the SE-4 well on July 12, 2007, which was drilled to a TVD of 2,340 meters. These two wells have been logged, cased and along with the M-1 well are currently awaiting a workover rig for testing.

The DALMA MR#4 Rig further spud the SE#3 well on August 15, 2007. The well was drilled to 2,046 meters MD, however, while pulling out of the hole, the drill string was stuck. An attempt to release the stuck drill string by various methods was conducted, but with no success. A decision was made to set a bridge plug at a depth of 975 meters and whip stock the well from that depth. The bridge plug was set and the SE#3 exploration well was drilled directionally to a total depth of 1,794 meters TVD (2,078 meters MD). As at November 14, 2007 the well is awaiting a workover rig to run cased hole wireline logs and test.

The JOHN 1500 HP Rig commenced drilling the SE#2 well on July 29, 2007. The SE#2 well was drilled to a depth of 2381 meters TVD (2,370 meters MD). The well has been logged and cased and is awaiting a workover rig for testing.

The M-2 well, which commenced drilling using the DRIPL 1500 HP rig on March 26, 2007, was drilled to a TVD of 3,308 meters. This well was subsequently tested and abandoned without any success.

As at September 30, 2007 we have incurred costs of approximately $1.6 million with respect to exploration activities on the Sanand/Miroli Block. We estimate that our expenditures for exploration activities during the period April 1, 2007 to March 31, 2008, which will include the drilling of the nine wells from the Phase I work commitment, will be approximately $2.6 million based on our 10% participating interest.

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Ankleshwar Block

Under the terms of our PSC for the Ankleshwar Block, the first phase of our work commitment covers a period of three years and commenced April 1, 2006. The Phase I work commitment was to acquire, process and interpret 448 sq kms of 3-D seismic and reprocess 650 LKM’s of 2-D seismic which has been completed. In addition, we are to drill 14 exploratory wells between 1,500 to 2,500 meters. As at September 30, 2007 we have incurred costs of approximately $700,000 on the Ankleshwar Block for our 10% participating interest. We estimate our expenditures for exploration activities during the period April 1, 2007 to March 31, 2008, which includes the drilling of 8 of the 14 exploratory wells, will be approximately $2.7 million based on our 10% participating interest. We anticipate drilling operations will commence in the first calendar quarter of 2008.

Tarapur Block

Through November 14, 2007, GSPC has drilled or is drilling fourteen wells on this block. Of these 14 wells, six wells, the Tarapur 1, P, G, 5, 6 and 4 have been drilled and tested and are currently suspended awaiting a possible future development program. Three wells, the TS-4, TS-5 and TS-1 are currently waiting to be tested or awaiting a higher capacity rig to deepen and test. One well, the TS-7 well is currently being drilled and four wells, Tarapur D, E, F and 7 have been abandoned.

GSPC commenced drilling the Tarapur 6 appraisal well on April 28, 2007 to delineate the extent of the Tarapur G gas discovery before the submission of a further two-well appraisal program to the GOI under the terms of the PSC. The Tarapur 6 well was drilled to a total vertical depth (TVD) of 1,795 meters. After a hydraulic fracture stimulation, the Tarapur 6 flowed oil at a rate of 600 barrels of oil per day. GSPC, upon completion of testing, declared this well to be a separate oil discovery within a small fault block. GSPC recommended to the Management Committee that it allow the Operator to declare the commerciality of the Tarapur 6 well as an oil discovery without drilling an appraisal well.

On May 25, 2007 GSPC commenced drilling the Tarapur 4 well with the DALMA MR#1 Rig. This well was the second appraisal well drilled to delineate the extent of the Tarapur G gas discovery. The Tarapur 4 was drilled to a TVD of 1,901 meters and logged and cased. The Cambay shale section was tested by perforating 30.0 net meters over the interval 1,790.0 to 1,849.0 meters. The zone was found to be oil bearing, and GSPC is awaiting a workover rig to stimulate the well in order to increase the flow of oil.

Both the Tarapur 6 and the Tarapur 4 wells were drilled to originally appraise the Tarapur G gas discovery in adjoining fault blocks. However, both wells turned out to be oil bearing establishing a fault separating Tarapur G from Tarapur 6 and Tarapur 4 to be sealing in nature. As such, the gas discovery at Tarapur G was confined to the Tarapur G fault block only. The Operating Committee has recommended to the Management Committee that the Operator declare the commerciality of the Tarapur G gas discovery without drilling any further appraisal wells.

Two previous wells, the TS-4 and TS-5 were drilled to a TVD of 2,844 and 3,007 meters, respectively. The TS-4 and TS-5 wells have been suspended and are currently awaiting a higher capacity drilling rig to deepen each of the wells an approximate 300 meters each. GSPC then intends to utilize a workover rig to test zones currently identified, along with any potential zones encountered in the deepening of the TS-4 and TS-5 wells.

The TS-1 well commenced drilling on July 23, 2007 with the DALMA MR#1 Rig. This well was drilled vertically to a TVD of 2,850 meters. As at November 14, 2007 this well is currently being tested.

The TS-7 well was drilled vertically with the DR#1 Rig to a total depth of 3,420 meters MD.

GSPC as operator, on behalf of the consortium partners has submitted an application for an extension beyond Phase III of the PSC for an additional twelve months to complete an additional work program of drilling four wells under the GOI new extension policy. The consortium also agreed that it would provide a 35% bank guarantee of US$3.1 million and a 30% cash payment of US$2.7 million for this additional work programme. GOI consent to this application has not yet been approved or received. GSPC has previously notified the GOI under the terms of the PSC of two discoveries of hydrocarbon in this block, the Tarapur 1 and Tarapur G.

Through September 30, 2007, we have incurred costs of approximately $6.0 million under the terms of our agreement with GSPC for our 20% PI share of exploration costs. If the above request for an additional 12 months is not granted, the third and final phase of exploratory activities on the Tarapur Block expires on

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November 22, 2007. The work commitment to drill one well to a depth of 3,000 meters or to the Deccan trap has been completed and all areas not encompassing a commercial discovery after November 22, 2007 would be relinquished back to the GOI. Oil and Natural Gas Corporation Limited of India has the right to participate in the development of any commercial discovery on the Tarapur Block by acquiring a 30% participating interest as provided under the PSC. The exercise of this right would result in the reduction of our PI to 14%.

Financial Commitments

At September 30, 2007, in connection with these four Cambay Basin PSCs, we have provided to the GOI four irrevocable letters of credit totaling $2,955,000 (Mehsana $155,000, Sanand/Miroli $910,000, Ankleshwar $950,000 and Tarapur $940,000) secured by our term deposits in the same amount. These letters of credit serve as guarantees for the performance of the minimum work commitments for the budget period April 1, 2007 to March 31, 2008 of Phase I of these four Cambay Basin Agreements.

The Deccan Syneclise Basin Agreements and Drilling Activities

DS 03 Block

Under the terms of the PSC for the DS 03 Block, the work commitment under Phase I, which commenced September 4, 2006, is to complete a gravity magnetic and geochemical survey and acquire an aero magnetic survey of 12,000 LKM’s. We will be required to fund our 100% participating interest of the costs incurred in these activities originally estimated to be approximately $625,000 over the three years of the first phase. As at September 30, 2007, we have incurred costs of approximately $150,000 on this block.

We estimate our expenditures for exploration activities during the period April 1, 2007 to March 31, 2008 will be approximately $500,000 based upon our 100% PI in this PSC.

DS 04 Block

On June 7, 2007 the State of Maharashtra issued the petroleum exploration licence for the DS 04 Block. Under the terms of the PSC for the DS 04 Block, the Phase I work commitment has commenced and runs for a period of 4 years until June 6, 2011. The Phase I work commitment consists of conducting a gravity and magnetic and geochemical survey, as well as a seismic acquisition program consisting of 325 LKM of 2-D seismic. We further committed to drill 10 core holes to a depth of approximately 500 meters. We will be required to fund our 100% proportionate share of the costs incurred in these activities estimated to be approximately $1.45 million over the four years of the first phase of the work commitment.

We estimate our expenditures for exploration activities during this period ending March 31, 2008 will be approximately $500,000 based upon our 100% PI in this PSC.

Financial Commitments

As at September 30, 2007 we have provided to the GOI, two irrevocable letters of credit totaling $175,000 each secured by our term deposits in the same amount. These letters of credit serve as a guarantee for the performance of the minimum work commitment for the budget period April 1, 2007 to March 31, 2008 of the Phase I activities for the DS 03 Block and the DS 04 Block.

The Rajasthan Basin Agreements and Drilling Activities

OIL, as operator for the RJ Block 20 and RJ Block 21 exploration blocks has applied for the PEL's for both blocks from the State of Rajasthan, which when issued will allow the parties to commence the Phase I work program commitments. As at November 14, 2007, the PEL's have not yet been issued.

The combined Phase I work commitments under the PSCs for these blocks consist of reprocessing a total 926 LKM of 2-D seismic, conducting a gravity and magnetic and geochemical survey, as well as a seismic acquisition program consisting of 560 LKM of 2-D seismic and 1,311 sq km of 3-D seismic. The combined Phase I commitments further consist of drilling a total of 20 exploration wells over both blocks to various depths between 2,000 and 2,500 meters. We will be required to fund our 25% proportionate share of the costs incurred in these activities estimated to be approximately $18.3 million over the four years of the first phase of the work commitments.

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Egyptian Activities

We have entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in the Arab Republic of Egypt. The agreement provides that we are to have a 30% participating interest if any PSCs are entered into. These blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and onshore exploration Block 8 (also referred to as South Diyur) in the Arab Republic of Egypt. These blocks have been awarded to the consortium subject to certain terms and conditions which have not yet been met. As such, no definitive agreements have been entered into by us with the Arab Republic of Egypt. We are reviewing our participation in these exploration blocks and have not made a final determination whether to proceed to enter into PSCs if the terms and conditions are met.

Under the terms of the Joint Bidding Agreement, the bidders were required to submit a bank guarantee equal to 2% of the financial commitment under the minimum work program of the First Exploration Phase which has a term of 4 years. During the third quarter, we provided to GSPC two bank guarantees totaling US$1,270,000 secured by our term deposits in the same amount, based on our 30% participating interest

Anticipated 2008 Activities

We expect our exploration and development activities pursuant to the PSCs we are parties and the related drilling activities in the 10 exploration blocks that we hold an interest to will continue throughout the remainder of 2007 and through 2008 in accordance with the terms of those agreements. In addition, we may seek to participate in joint ventures bidding for the award of further PSCs for exploration blocks expected to be awarded by the GOI in the future. As of November 14, 2007, we have no specific plans to join with others in bidding for any specific PSCs in India. We expect that our interest in any such ventures would involve a minority PI in the venture. In addition, as opportunities arise, we may seek to acquire minority PI's in exploration blocks where PSCs have been heretofore awarded by the GOI. The acquisition of any such interests would be subject to the execution of a definitive agreement and obtaining the requisite government consents and other approvals.

We may during the year 2007 and 2008 seek to participate in joint venture bidding for the acquisition of oil and gas interests in other international countries, however, as of November 14, 2007, we have made no specific plans regarding such activities and have not entered into any binding agreements with respect to such activities.

Depending upon the scope of our activities during the years 2007 and 2008, we may require additional capital for the funding of our activities under the PSCs we are currently a party to as well as support for our bidding for other PSCs that may be awarded in India or elsewhere. In addition, we may require additional funds for the possible acquisition of further minority participating interests in PSCs in drilling blocks heretofore awarded and that we may hereafter propose to enter into in India and possibly elsewhere. We believe it can be expected that our interest in further or additional PSCs would be a participating interest. As the holder of a participating interest in any such activities, it can be expected that we will be required to contribute capital to any such ventures in proportion to our percentage interest.

As of November 14, 2007, the scope of any possible such activities has not been definitively established and, accordingly, we are unable to state the amount of any funds that may be required for these purposes. As of that date, no specific plans or arrangements have been made to raise additional capital and we have not entered into any agreements in that regard. We expect that if we seek to raise additional capital it will be through the sale of equity securities. As of November 14, 2007, we are unable to estimate the terms on which any such capital may be raised, the price per share or possible number of shares involved.

We believe that our available cash resources will be sufficient to meet all our expenses and cash requirements during the year ended December 31, 2007 and December 31, 2008 for our present level of operations. We do not expect to have any significant change in 2007 in our number of employees.

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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

With the exception of historical matters, the matters discussed in this Quarterly Report are “forward-looking statements” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements made herein include, but are not limited to:

·	the statements in this Quarterly Report regarding our plans and objectives relating to our future operations,

·	plans and objectives regarding the exploration, development and production activities conducted on the exploration blocks in India in which we have interests,

plans regarding drilling activities intended to be conducted through the ventures in which we are a participant, the success of those drilling activities and our ability and the ability of the ventures to complete any wells on the exploration blocks, to develop reserves of hydrocarbons in commercially marketable quantities, to establish facilities for the collection, distribution and marketing of hydrocarbons, to produce oil and natural gas in commercial quantities and to realize revenues from the sales of those hydrocarbons,

·	our ability to maintain compliance with the terms and conditions of our PSCs, including the related work commitments, to obtain consents, waivers and extensions from the DGH or GOI as and when required, and our ability to fund those work commitments,

·	our plans and objectives to join with others or to directly seek to enter into or acquire interests in additional PSCs with the GOI and others,

·	our assumptions, plans and expectations regarding our future capital requirements,

·	our plans and intentions regarding our plans to raise additional capital,

·	the costs and expenses to be incurred in conducting exploration, well drilling, development and production activities and the adequacy of our capital to meet our requirements for our present and anticipated levels of activities are all forward-looking statements.

These statements appear, among other places, under the caption "Risk Factors". If our plans fail to materialize, your investment will be in jeopardy.

·	We cannot assure you that our assumptions or our business plans and objectives discussed herein will prove to be accurate or be able to be attained.

·	We cannot assure you that any commercially recoverable quantities of hydrocarbon reserves will be discovered on the exploration blocks in which we have an interest.

·	Our ability to realize revenues cannot be assured. Our ability to successfully drill, test and complete producing wells cannot be assured.

·	We cannot assure you that we will have available to us the capital required to meet our plans and objectives at the times and in the amounts required or we will have available to us the amounts we are required to fund under the terms of the PSCs we are a party to.

·	We cannot assure you that we will be successful in joining any further ventures seeking to be granted PSCs by the GOI or that we will be successful in acquiring interests in existing ventures.

We cannot assure you that we will obtain all required consents, waivers and extensions from the DGH or GOI as and when required to maintain compliance with our PSCs , that we may not be adversely affected by any delays we may experience in receiving those consents, waivers and extensions, that we may not incur liabilities under the PSCs for our failure to maintain compliance with and timely complete the related work programs, or that GSPC may not be successful in its efforts to obtain payment from us on account of exploration costs it has expended on the KG Offshore Block for which it asserts we are liable or otherwise seek to hold us in breach of that PSC or commence arbitration proceedings against us.

·	We cannot assure you that the outcome of testing of one or more wells on the exploration blocks under our PSCs will be satisfactory and result in commercially-productive wells or that any further wells drilled will have commercially-successful results.

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Our inability to meet our goals and objectives or the consequences to us from adverse developments in general economic or capital market conditions, events having international consequences, or military or terrorist activities could have a material adverse effect on us. We caution you that various risk factors accompany those forward-looking statements and are described, among other places, under the caption "Risk Factors" herein. They are also described in our Annual Reports on Form 10-KSB, our Quarterly Reports on Form 10-QSB and 10-Q, and our Current Reports on Form 8-K. These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this Report and could adversely affect our financial condition and our ability to pursue our business strategy and plans.

Risk Factors

An investment in shares of our common stock involves a high degree of risk. You should consider the following factors, in addition to the other information contained in this Prospectus, in evaluating our business and current and proposed activities before you purchase any shares of our common stock. You should also read the "Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995" regarding risks and uncertainties relating to us and to forward-looking statements in this Prospectus.

There can be no assurance that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in any discovery of reserves of hydrocarbons or that any hydrocarbons that are discovered will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons that are discovered. The presence of hydrocarbon reserves on contiguous properties is no assurance or necessary indication that hydrocarbons will be found in commercially marketable quantities on the exploration blocks in which we hold an interest.

Risks Relating to Our Oil and Gas Activities

Because We Are In the Early Stage Of Developing Our Activities, There Are Considerable Risks That We Will Be Unsuccessful

We are in the early stage of developing our operations. Our only activities in the oil and natural gas exploration and production industry have primarily involved entering into ten PSCs with the GOI. We have realized no revenues from our oil and natural gas exploration and development activities and do not claim any proved reserves of oil or natural gas.

Our current plans are to conduct the exploration and development activities on the areas offshore and onshore India in accordance with the terms of the PSCs we are a party to. There can be no assurance that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in any discovery of hydrocarbons or that any hydrocarbons that are discovered will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons that are discovered. As of November 14, 2007, there are no or limited facilities for the delivery and storage of hydrocarbons on the areas covered by our PSCs. The presence of hydrocarbon reserves on contiguous properties is no assurance or necessary indication that hydrocarbons will be found in commercially marketable quantities on the exploration blocks in which we hold an interest. Our exploration opportunities are highly speculative and should any of these opportunities not result in the discovery of commercial quantities of oil and gas reserves, our investment in the venture could be lost.

Our business plans also include seeking to enter into additional joint ventures or other arrangements to acquire interests in additional government created and granted hydrocarbon exploration opportunities, primarily located onshore or in the offshore waters of India and possibly elsewhere. Opportunities to acquire interests in exploration opportunities will be dependent upon our ability to identify, negotiate and enter into joint venture or other similar arrangements with respect to specific exploration opportunities and upon our ability to raise sufficient capital to fund our participation in those joint ventures or other exploration activities. Our success will be dependent upon the success of the exploration activities of the ventures in which we acquire an interest and our ability to have adequate capital resources available at the times required.

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Our Interest In The Production Sharing Contracts Involve Highly Speculative Exploration Opportunities That Involve Material Risks That We Will Be Unsuccessful

Our interests in the exploration blocks should be considered to be highly speculative exploration opportunities that involve material risks. None of the exploration blocks in which we have an interest have any proven reserves and are not producing any quantities of oil or natural gas. Exploratory drilling activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered. There can be no assurance that wells drilled on any of the exploration blocks in which we have an interest or by any venture in which we may acquire an interest in the future will be productive or that we will receive any return or recover all or any portion of our investment. Drilling for oil and gas may involve unsuccessful or unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. The cost of drilling, completing and operating wells is often uncertain. Drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond the operator’s control, including economic conditions, mechanical problems, extreme downhole pressures and temperatures, title problems, weather conditions, compliance with governmental requirements and shortages or delays of exploration, drilling, completion and other equipment and services. Drilling activities on the exploration blocks in which we hold an interest may not be successful and, if unsuccessful, such failure may have a material adverse effect on our future results of operations and financial condition.

GSPC Is Seeking a Payment From Us In the Amount Of Approximately $45.4 Million On Account of GSPC’s Exploration Costs On the KG Offshore Block

Gujarat State Petroleum Corporation Ltd. (“GSPC”), the operator of the KG Offshore Block in which we have a net 5% carried interest, has advised us that it is seeking from us our pro rata portion of the amount by which the sums expended by GSPC under Phase I of the work program set forth in the PSC for the KG Offshore Block in carrying out exploration activities on the block exceeds the amount that GSPC deems to be our pro rata portion of a financial commitment under Phase I included in the parties’ joint bid for the award by the Government of India of the KG Offshore Block.

GSPC contends that this excess amount is not within the terms of the CIA. GSPC asserts that we are required to pay 10% of the exploration expenses over and above US$59.23 million (including the net 5% interest of Roy Group (Mauritius) Inc.).

Based on the most recent letter dated September 6, 2007, GSPC asserts that the amount payable is US$45.4 million as of July 31, 2007. GeoGlobal disputes this assertion of GSPC.

We have advised GSPC that, under the terms of the CIA, the terms of which are also incorporated into the PSC and the Joint Operating Agreement dated August 7, 2007 between the parties, it has no right to seek the payment and that we believe the payment GSPC is seeking is in breach of the CIA. We further reminded GSPC that we have fulfilled over the past five years our obligations under the CIA to provide extensive technical assistance without any further remuneration other than the carried interest, all in accordance with the terms of the CIA. In furtherance of our position, we have obtained the opinion of prominent Indian legal counsel who has advised us that, among other things, under the terms of the agreements between the parties, and in particular the CIA, we are not liable to pay any amount to GSPC for either costs and expenses incurred or otherwise before reaching the stage of commercial production.

We continue to be of the view that, under the terms of the CIA, we have a carried interest in the exploration activities conducted by the parties on the KG Offshore Block for 100% of our share (including the share of Roy Group (Mauritius) Inc.) of costs during the exploration phase prior to the start date of initial commercial production on the KG Offshore Block. To date, commercial production has not been achieved on the block.

We intend to vigorously protect our contractual rights in accordance with the dispute resolution process under the CIA, the PSC and the JOA as may be appropriate. However, there can be no assurance that GSPC will not institute arbitration or other proceedings seeking to recover the sum or otherwise contend we are in breach of the PSC or that the effect of GSPC seeking payment of this sum may not hinder our capital raising and other activities. We are currently having discussions with GSPC in an effort to reach an amicable resolution.

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Possible Inability of Contracting Parties to Fulfill Phase One of the Minimum Work Programs for Certain of Our PSCs

Our PSCs relating to our exploration blocks in India provide that by the end of the first phase of the exploration phases the contracting parties shall have drilled a certain number of wells or performed certain exploration activities. The first phase of the exploration period relating to the PSC for the KG Offshore Block expired without the required minimum of at least fourteen exploration wells being drilled during the first phase. The first phase of the exploration period of the PSC relating to the Mehsana Block also expired without the required minimum of seven wells having been drilled and the first phase of the exploration period of the PSC relating to the Sanand/Miroli Block expired without the required minimum of twelve wells having been drilled. GSPC is the operator on the KG Offshore Block and the Sanand/Miroli Block and Jubilant Oil & Gas ("Jubilant") is the operator on the Mehsana Block. See “Recent Developments”. The PSCs also have provisions for termination of the PSC on account of various reasons specified therein including material breach of the contract. This failure to timely complete the minimum work commitment may be deemed to constitute such a breach. Termination rights can be exercised after giving ninety days written notice.

The termination of a PSC by the GOI would result in the loss of our interest in the PSC other than contract areas of the PSC determined to encompass "commercial discoveries". The PSC sets forth procedures whereby the operator can obtain the review of the Management Committee under the PSC as to whether a discovery on the exploration block should be declared a commercial discovery under the PSC. Those procedures have not been completed at present with respect to the discovery on the KG Offshore Block and, accordingly, as of November 14, 2007, no areas on the KG Offshore Block have been determined formally to encompass "commercial discoveries" as that term is defined under the PSC. Likewise, no areas of the Mehsana Block or the Sanand/Miroli Block have been determined to encompass commercial discoveries.

In the event a PSC is terminated by the GOI, or in the event the work program is not fulfilled by the end of the relevant exploration phase, the PSC provides that each party to the PSC is to pay to the GOI its participating interest share of an amount which is equal to the amount that would be required to complete the minimum work program for that phase.

With respect to the KG Offshore Block, we are of the view that GSPC, under the terms of our CIA, would be liable for our participating interest share of the amount required to complete the minimum work program for the phase.

Because Our Activities Have Only Recently Commenced And We Have No Operating History And Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance Of Our Profitability

Our oil and natural gas operations have been only recently established and we have very limited operating history, oil and gas reserves or assets upon which an evaluation of our business, our current business plans and our prospects can be based. Our prospects must be considered in light of the risks, expenses and problems frequently encountered by all companies in their early stages of development and, in particular, those engaged in exploratory oil and gas activities. Such risks include, without limitation:

·	We will experience failures to discover oil and gas in commercial quantities;

·	There are uncertainties as to the costs to be incurred in our exploratory drilling activities, cost overruns are possible and we may encounter mechanical difficulties and failures in completing wells;

·	There are uncertain costs inherent in drilling into unknown formations, such as over-pressured zones, high temperatures and tools lost in the hole; and

·	We may make changes in our drilling plans and locations as a result of prior exploratory drilling.

During the exploration phase prior to the start date of initial commercial production, we have a carried interest in the exploration activities on the KG Offshore Block. Our interests in our other exploration blocks are participating interests which require us to pay our proportionate share of exploration, drilling and development expenses on these blocks substantially as those expenses are incurred. Unexpected or additional costs can affect the commercial viability of producing oil and gas from a well and will affect the time when and amounts that we can expect to receive from any production from a well. Because our carried costs of exploration and drilling on the KG Offshore Block are to be repaid in full to the operator, GSPC, before we are entitled to any share of production, additional exploration and development expenses will reduce and delay any share of production and revenues we will receive.

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There can be no assurance that the ventures in which we are a participant will be successful in addressing these risks, and any failure to do so could have a material adverse effect on our prospects for the future. Our operations were recently established, and as such, we have no substantial operating history to serve as the basis to predict our ability to further the development of our business plan. Likewise, the outcome of our exploratory drilling activities, as well as our quarterly and annual operating results cannot be predicted. Consequently, we believe that period to period comparisons of our exploration, development, drilling and operating results will not necessarily be meaningful and should not be relied upon as an indication of our stage of development or future prospects. In the future, operating or drilling results may fall below our expectations or the expectations of securities analysts and investors and that some of our drilling results will be unsuccessful and the wells abandoned. In such event, the trading price of our common stock may be materially and adversely affected.

We Expect to Have Substantial Requirements For Additional Capital That May Be Unavailable To Us Which Could Limit Our Ability To Participate In Our Existing and Additional Ventures Or Pursue Other Opportunities. Our Available Capital is Limited

In order to participate under the terms of our PSCs as well as in further joint venture arrangements leading to the possible grant of exploratory drilling opportunities, we will be required to contribute or have available to us material amounts of capital. Under the terms of our CIA relating to the KG Offshore Block, after the start date of initial commercial production on the KG Offshore Block, and under the terms of the nine other PSCs we are parties to, we are required to bear our proportionate share of costs during the exploration phases of those agreements. There can be no assurance that our currently available capital will be sufficient for these purposes or that any additional capital that is required will be available to us in the amounts and at the times required. Such capital also may be required to secure bonds in connection with the grant of exploration rights, to conduct or participate in exploration activities or be engaged in drilling and completion activities. We intend to seek the additional capital to meet our requirements from equity and debt offerings of our securities. Our ability to access additional capital will depend in part on the success of the ventures in which we are a participant in locating reserves of oil and gas and developing producing wells on the exploration blocks, the results of our management in locating, negotiating and entering into joint venture or other arrangements on terms considered acceptable, as well as the status of the capital markets at the time such capital is sought.

There can be no assurance that capital will be available to us from any source or that, if available, it will be at prices or on terms acceptable to us. Should we be unable to access the capital markets or should sufficient capital not be available, our activities could be delayed or reduced and, accordingly, any future exploration opportunities, revenues and operating activities may be adversely affected and could also result in our breach of the terms of a PSC which could result in the loss of our rights under the contract.

As of September 30, 2007, we had cash and cash equivalents of approximately $49.3 million. We currently expect that our available cash will be sufficient to fund us through the budget periods ending March 31, 2008 and through the balance of 2008 at our present level of operations on the ten exploration blocks in which we are currently a participant including our newly acquired NELP-VI exploration blocks. Although exploration activity budgets are subject to ongoing review and revision, our present estimate of our commitments of capital pursuant to the terms of our PSCs relating to our six exploration blocks, excluding our newly acquired NELP-VI exploration blocks, totals approximately $12.7 million during the period April 1, 2007 to March 31, 2008. We anticipate total expenditures on the four newly acquired NELP-VI blocks for the first exploration phase which covers four years to be approximately $28 million. Any further PSC's we may seek to enter into or any expanded scope of our operations or other transactions that we may enter into may require us to fund our participation or capital expenditures with amounts of capital not currently available to us. We may be unsuccessful in raising the capital necessary to meet these capital requirements. There can be no assurance that we will be able to raise the capital.

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India’s Regulatory Regime May Increase Our Risks And Expenses In Doing Business

All phases of the oil and gas exploration, development and production activities in which we are participating are regulated in varying degrees by the Indian government, either directly or through one or more governmental entities. The areas of government regulation include matters relating to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental protection and rig safety. In addition, the award of a PSC is subject to GOI consent and matters relating to the implementation and conduct of operations under the PSC are subject, under certain circumstances, to GOI consent. As a consequence, all future drilling and production programs and operations we undertake or are undertaken by the ventures in which we participate in India must be approved by the Indian government. Shifts in political conditions in India could adversely affect our business in India and our ability to obtain requisite government approvals in a timely fashion or at all. We, and our joint venture participants, must maintain satisfactory working relationships with the Indian government. This regulatory environment and possible delays inherent in that environment may increase the risks associated with our exploration and production activities and increase our costs of doing business.

Our Control By Directors And Executive Officers May Result In Those Persons Having Interests Divergent From Our Other Stockholders

As of November 14, 2007, our Directors and executive officers and their respective affiliates, in the aggregate, beneficially hold 32,523,667 shares or approximately 45.0% of our outstanding Common Stock. As a result, these stockholders possess significant influence over us, giving them the ability, among other things, to elect a majority of our Board of Directors and approve significant corporate transactions. These persons will retain significant control over our present and future activities and our other stockholders and investors may be unable to meaningfully influence the course of our actions. These persons may have interests regarding the future activities and transactions in which we engage which may diverge from the interests of our other stockholders. Such share ownership and control may also have the effect of delaying or preventing a change in control of us, impeding a merger, consolidation, takeover or other business combination involving us, or discourage a potential acquiror from making a tender offer or otherwise attempting to obtain control of us which could have a material adverse effect on the market price of our Common Stock. Although management has no intention of engaging in such activities, there is also a risk that the existing management will be viewed as pursuing an agenda which is beneficial to themselves at the expense of other stockholders.

Our Reliance On A Limited Number Of Key Management Personnel Imposes Risks On Us That We Will Have Insufficient Management Personnel Available If The Services Of Any Of Them Are Unavailable

We are dependent upon the services of our President and Chief Executive Officer, Jean Paul Roy, and Executive Vice President and Chief Financial Officer, Allan J. Kent. The loss of either of their services could have a material adverse effect upon us. We currently do not have employment agreements with either of such persons or key man life insurance. The services of Mr. Roy are provided pursuant to the terms of an agreement with a corporation wholly-owned by Mr. Roy. We have no direct contractual agreement with Mr. Roy and, therefore, he is not directly obligated to provide services to us or refrain from engaging in other activities. At present, Mr. Kent’s services are provided through an oral agreement with him. There is no written agreement between us and Mr. Kent which obligates him to refrain from engaging in other activities. .

At present, our future is substantially dependent upon the geological and geophysical capabilities of Mr. Roy to locate oil and gas exploration opportunities for us and the ventures in which we are a participant. His inability to do the foregoing could materially adversely affect our future activities. We entered into a three-year TSA with RGB dated August 29, 2003, a company owed 100% by Mr. Roy, to perform such geological and geophysical duties and exercise such powers related thereto as we may from time to time assign to it. The expiration term of this contract has subsequently been extended to December 31, 2007.

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Our Success Is Largely Dependent On The Success Of The Operators Of The Ventures In Which We Participate And Their Failure Or Inability To Properly Or Successfully Operate The Oil And Gas Exploration, Development And Production Activities On An Exploration Block, Could Materially Adversely Affect Us

At present, our only oil and gas interests are our contractual rights under the terms of the ten PSCs with the GOI that we have entered into. We are not and will not be the operator of any of the exploration, drilling and production activities conducted on our exploration blocks, with the exception of the DS 03 Block and the DS 04 Block in which we hold a 100% interest and are the operators. Accordingly, the realization of successes in the exploration of the blocks is substantially dependent upon the success of the operators in exploring for and developing reserves of oil and gas and their ability to market those reserves at prices that will yield a return to us.

Under the terms of our CIA for the KG Offshore Block, we have a carried interest in the exploration activities conducted by the parties on the KG Offshore Block prior to the start date of initial commercial production. However, under the terms of that agreement, all of our proportionate share of capital costs for exploration and development activities must be repaid without interest over the projected production life or ten years, whichever is less. Our proportionate share of these costs and expenses expected to be incurred over the 6.5 year term of the PSC for which our interest is carried was originally estimated to be approximately $22.0 million. Additional drilling costs including the drilling to depths in excess of 5,000 meters, where higher downhole temperatures and pressures are encountered, versus shallower depths as originally anticipated, as well as the testing and completion costs of these wells, has resulted in additional costs exceeding originally estimated expenditures. As a consequence of these additional drilling costs incurred, the annual budget for the period April 1, 2007 to March 31, 2008 submitted to the Management Committee under the PSC for the KG Offshore Block estimates that GSPC will expend approximately $50.4 million attributed to us (including the amount attributable to RGM) under the CIA over the period April 1, 2007 to March 31, 2008. Further additional expenditures may be required for cost overruns and completions of commercially successful wells. We are unable to estimate the amount of additional expenditures GSPC will make as operator attributable to us prior to the start date of initial commercial production under the CIA or when, if ever, any commercial production will commence. Of these expenditures, 50% are for the account of Roy Group (Mauritius) Inc. under the terms of the Participating Interest Agreement between us and Roy Group (Mauritius) Inc. We are not entitled to any share of production from the KG Offshore Block until such time as the expenditures attributed to us, including those expenditures made for the account of Roy Group (Mauritius) Inc., under the CIA, have been recovered by GSPC from future production revenue. Therefore, we are unable to estimate when we may commence to receive distributions from any production of hydrocarbon reserves found on the KG Offshore Block. As provided in the CIA, in addition to repaying our proportionate share of capital costs incurred for which we were carried, we will be required to bear our proportionate share of the expenditures attributable to us after the start date of initial commercial production on the KG Offshore Block.

Certain Terms Of The Production Sharing Contracts May Create Additional Expenses And Risks That Could Adversely Affect Our Revenues And Profitability

The PSCs contain certain terms that may affect the revenues of the joint venture participants to the agreements and create additional risks for us. These terms include, possibly among others, the following:

The venture participants are required to complete certain minimum work programs during the two or three phases of the terms of the PSCs. In the event the venture participants fail to fulfill any of these minimum work programs, the parties to the venture must pay to the GOI their proportionate share of the amount that would be required to complete the minimum work program. Accordingly, we could be called upon to pay our proportionate share of the estimated costs of any incomplete work programs.

Until such time as the GOI attains self sufficiency in the production of crude oil and condensate and is able to meet its national demand, the parties to the venture are required to sell in the Indian domestic market their entitlement under the PSCs to crude oil and condensate produced from the exploration blocks. In addition, the Indian domestic market has the first call on natural gas produced from the exploration blocks and the discovery and production of natural gas must be made in the context of the government’s policy of utilization of natural gas and take into account the objectives of the government to develop its resources in the most efficient manner and promote conservation measures. Accordingly,

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·	this provision could interfere with our ability to realize the maximum price for our share of production of hydrocarbons;

The parties to each agreement that are not Indian companies, which includes us, are required to negotiate technical assistance agreements with the GOI or its nominee whereby such foreign company can render technical assistance and make available commercially available technical information of a proprietary nature for use in India by the government or its nominee, subject, among other things, to confidentiality restrictions. Although not intended, this could increase each venture’s and our cost of operations; and

The parties to each venture are required to give preference, including the use of tender procedures, to the purchase and use of goods manufactured, produced or supplied in India provided that such goods are available on equal or better terms than imported goods, and to employ Indian subcontractors having the required skills insofar as their services are available on comparable standards and at competitive prices and terms. Although not intended, this could increase the ventures and our cost of operations.

These provisions of the PSCs, possibly among others, may increase our costs of participating in the ventures and thereby affect our profitability. Failure to fully comply with the terms of the PSCs creates additional risks for us.

The Requirements Of Section 404 Of The Sarbanes-Oxley Act Of 2002 Require That We Undertake An Evaluation Of Our Internal Controls That May Identify Internal Control Weaknesses

The Sarbanes-Oxley Act of 2002 imposes new duties on us and our executives, directors, attorneys and independent registered public accounting firm. In order to comply with the Sarbanes-Oxley Act, we are evaluating our internal controls systems to allow management to report on, and our independent auditors to attest to, our internal controls. We have initiated the establishment of the procedures for performing the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We anticipate being able to fully implement the requirements relating to reporting on internal controls and all other aspects of Section 404 in a timely fashion. If we are not able to implement the reporting requirements of Section 404 in a timely manner or with adequate compliance, our management and/or our auditors may not be able to render the required certification and/or attestation concerning the effectiveness of the internal controls over financial reporting, we may be subject to investigation and/or sanctions by regulatory authorities, such as the Securities and Exchange Commission or American Stock Exchange, and our reputation may be harmed. Any such action could adversely affect our financial results and the market price of our common stock.

Oil And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely Affect Our Financial Results

There is no assurance that there will be any market for oil or gas produced from the exploration blocks in which we hold an interest and our ability to deliver the production from any wells may be constrained by the absence of or limitations on collector systems and pipelines. Future price fluctuations could have a major impact on the future revenues from any oil and gas produced on these exploration blocks and thereby our revenue, and materially affect the return from and the financial viability of any reserves that are claimed. Historically, oil and gas prices and markets have been volatile, and they are likely to continue to be volatile in the future. A significant decrease in oil and gas prices could have a material adverse effect on our cash flow and profitability and would adversely affect our financial condition and the results of our operations. In addition, because world oil prices are quoted in and trade on the basis of U.S. dollars, fluctuations in currency exchange rates that affect world oil prices could also affect our revenues. Prices for oil and gas fluctuate in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control, including:

·	political conditions and civil unrest in oil producing regions, including the Middle East and elsewhere;

·	the domestic and foreign supply of oil and gas;

·	quotas imposed by the Organization of Petroleum Exporting Countries upon its members;

·	the level of consumer demand;

·	weather conditions;

·	domestic and foreign government regulations;

·	the price and availability of alternative fuels;

·	overall economic conditions; and

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·	international political conditions.

In addition, various factors may adversely affect the ability to market oil and gas production from our exploration blocks, including:

·	the capacity and availability of oil and gas gathering systems and pipelines;

·	the ability to produce oil and gas in commercial quantities and to enhance and maintain production from existing wells and wells proposed to be drilled;

·	the proximity of future hydrocarbon discoveries to oil and gas transmission facilities and processing equipment (as well as the capacity of such facilities);

·	the effect of governmental regulation of production and transportation (including regulations relating to prices, taxes, royalties, land tenure, allowable production, importing and exporting of oil and condensate and matters associated with the protection of the environment);

·	the imposition of trade sanctions or embargoes by other countries;

·	the availability and frequency of delivery vessels;

·	changes in supply due to drilling by others;

·	the availability of drilling rigs and qualified personnel; and

·	changes in demand.

Our Ability To Locate And Participate In Additional Exploration Opportunities And To Manage Growth May Be Limited By Reason Of Our Limited History Of Operations And The Limited Size Of Our Staff

While our President and Executive Vice President have had extensive experience in the oil and gas exploration business, we have been engaged in limited activities in the oil and gas business over approximately the past four years and have a limited history of activities upon which you may base your evaluation of our performance. As a result of our brief operating history and limited activities in oil and gas exploration activities, our success to date in entering into ventures to acquire interests in exploration blocks may not be indicative that we will be successful in entering into any further ventures. There can be no assurance that we will be successful in growing our oil and gas exploration and development activities.

Any future significant growth in our oil and gas exploration and development activities will place demands on our executive officers, and any increased scope of our operations will present challenges to us due to our current limited management resources. Our future performance will depend upon our management and its ability to locate and negotiate opportunities to participate in joint venture and other arrangements whereby we can participate in exploration opportunities. There can be no assurance that we will be successful in these efforts. Our inability to locate additional opportunities, to hire additional management and other personnel or to enhance our management systems could have a material adverse effect on our results of operations.

Our Future Performance Depends Upon Our Ability And The Ability Of The Ventures In Which We Participate To Find Or Acquire Oil And Gas Reserves That Are Economically Recoverable

Our success in developing our oil and gas exploration and development activities will be dependent upon establishing, through our participation with others in joint ventures and other similar activities, reserves of oil and gas and maintaining and possibly expanding the levels of those reserves. We and the joint ventures in which we may participate may not be able to locate and thereafter replace reserves from exploration and development activities at acceptable costs. Lower prices of oil and gas may further limit the kinds of reserves that can be developed at an acceptable cost. The business of exploring for, developing or acquiring reserves is capital intensive. We may not be able to make the necessary capital investment to enter into joint ventures or similar arrangements to maintain or expand our oil and gas reserves if capital is unavailable to us and the ventures in which we participate. In addition, exploration and development activities involve numerous risks that may result in dry holes, the failure to produce oil and gas in commercial quantities, the inability to fully produce discovered reserves and the inability to enhance production from existing wells.

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We expect that we will continually seek to identify and evaluate joint venture and other exploration opportunities for our participation as a joint venture participant or through some other arrangement. Our ability to enter into additional exploration activities will be dependent to a large extent on our ability to negotiate arrangements with others and with various governments and governmental entities whereby we can be granted a participation in such ventures. There can be no assurance that we will be able to locate and negotiate such arrangements, have sufficient capital to meet the costs involved in entering into such arrangements or that, once entered into, that such exploration activities will be successful. Successful acquisition of exploration opportunities can be expected to require, among other things, accurate assessments of potential recoverable reserves, future oil and gas prices, projected operating costs, potential environmental and other liabilities and other factors. Such assessments are necessarily inexact, and as estimates, their accuracy is inherently uncertain. We cannot assure you that we will successfully consummate any further exploration opportunities or joint venture or other arrangements leading to such opportunities.

Estimating Reserves And Future Net Revenues Involves Uncertainties And Oil And Gas Price Declines May Lead To Impairment Of Oil And Gas Assets

Currently, we do not claim any proved reserves of oil or natural gas. Any reserve information that we may provide in the future will represent estimates based on reports prepared by independent petroleum engineers, as well as internally generated reports. Petroleum engineering is not an exact science. Information relating to proved oil and gas reserves is based upon engineering estimates derived after analysis of information we furnish or furnished by the operator of the property. Estimates of economically recoverable oil and gas reserves and of future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies and assumptions concerning future oil and gas prices, future operating costs, severance and excise taxes, capital expenditures and workover and remedial costs, all of which may in fact vary considerably from actual results. Oil and gas prices, which fluctuate over time, may also affect proved reserve estimates. For these reasons, estimates of the economically recoverable quantities of oil and gas attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of the future net cash flows expected therefrom prepared by different engineers or by the same engineers at different times may vary substantially. Actual production, revenues and expenditures with respect to reserves we may claim will likely vary from estimates, and such variances may be material. Either inaccuracies in estimates of proved undeveloped reserves or the inability to fund development could result in substantially reduced reserves. In addition, the timing of receipt of estimated future net revenues from proved undeveloped reserves will be dependent upon the timing and implementation of drilling and development activities estimated by us for purposes of the reserve report.

Quantities of proved reserves are estimated based on economic conditions in existence in the period of assessment. Lower oil and gas prices may have the impact of shortening the economic lives on certain fields because it becomes uneconomic to produce all recoverable reserves on such fields, thus reducing proved property reserve estimates. If such revisions in the estimated quantities of proved reserves occur, it will have the effect of increasing the rates of depreciation, depletion and amortization on the affected properties, which would decrease earnings or result in losses through higher depreciation, depletion and amortization expense. The revisions may also be sufficient to trigger impairment losses on certain properties that would result in a further non-cash charge to earnings.

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Risks Relating To The Market For Our Common Stock

Volatility Of Our Stock Price

The public market for our common stock has been characterized by significant price and volume fluctuations. There can be no assurance that the market price of our common stock will not decline below its current or historic price ranges. The market price may bear no relationship to the prospects, stage of development, existence of oil and gas reserves, revenues, earnings, assets or potential of our company and may not be indicative of our future business performance. The trading price of our common stock could be subject to wide fluctuations. Fluctuations in the price of oil and gas and related international political events can be expected to affect the price of our common stock. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for many companies which fluctuations have been unrelated to the operating performance of these companies. These market fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our company's common stock. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against such companies. Such litigation, if instituted, and irrespective of the outcome of such litigation, could result in substantial costs and a diversion of management's attention and resources and have a material adverse effect on our company's business, results of operations and financial condition.

Item 4. Controls and Procedures

Disclosure Controls

Under the supervision and with the participation of our management, including Jean Paul Roy, our President and Chief Executive Officer, and Allan J. Kent, our Executive Vice President and Chief Financial Officer, we undertook an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective to ensure (a) that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on the restatement of these financial statements for the period ended September 30, 2007 due to an error in the classification for stock-based compensation for non-employee consultants, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2007.

PART II

OTHER INFORMATION

Item 6. EXHIBITS

31.1*

Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)

31.2*

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

32.1*

Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished, not filed)

32.2*

Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)

* filed or furnished herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

GEOGLOBAL RESOURCES INC.

-----------------

(Registrant)

June 24, 2008 /s/ Jean Paul Roy

------------------------

Jean Paul Roy

President and Chief Executive Officer

(Principal Executive Officer and Director)

June 24, 2008 /s/ Allan J. Kent

----------------

Allan J. Kent

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting)