UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-QSB/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, 2006;oro
            
            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.**


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


(Exact
      name of small business issuer 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


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


(Address
      of principal executive offices, zip code)


403
      777-9250


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


(Issuer's
      Telephone Number, Including Area Code)


Check
      whether the issuer (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 issuer 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 shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
      [
      ]  NO
      [X]


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


Class
            
            Outstanding
                at November 14, 2006COMMON
                STOCK, PAR VALUE $.001 PER SHARE
            
            66,203,255





Transitional
      Small Business Disclosure Format


YES
                [ ]
            NO
                [X]








Table
          of Contents


**General.**  On
      April
      4, 2007, we issued a press release announcing that based on the advice of our
      Audit Committee and outside consultants, with the concurrence of our Independent
      Registered Public Accountant, our Board of Directors concluded that the
      financial statements in our Quarterly Report on Form 10-QSB for the quarter
      ended September 30, 2006 should no longer be relied upon because of an error
      in
      such financial statements. We concurrently filed a Current Report on Form 8-K
      in
      response to Item 4.02 *.* Non-Reliance
      on Previously Issued Financial Statements or a Related Audit Report or Completed
      Interim Review *.*




This
      Form
      10-QSB/A is being filed to amend our Quarterly Report on Form 10-QSB for the
      quarter ended September 30, 2006. The amendment is filed in order to correct
      an
      error that had been made in connection with our compliance with FAS 123R and
      the
      calculation of our stock based compensation for the quarter and nine months
      ended September 30, 2006 that appeared in the Quarterly Report. We are amending
      Part I, Item 1. Financial Statements and Item 2. Management’s Discussion and
      Analysis or Plan of Operation of our Quarterly Report on Form 10-QSB for the
      quarter ended September 30, 2006.





This
      Form
      10-QSB/A does not reflect events occurring after the filing of the original
      Form
      10-QSB 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-QSB with the Securities and Exchange Commission
      on November 14, 2006. The following items have been amended:








**Quarterly
      Report on Form 10-QSB/A**


**September
      30, 2006**





**Table
      of Contents**








Page**Part
                I**Item
                1
            Financial
                Statements
            3-23Item
                2
            Management’s
                Discussion and Analysis or Plan of
                Operation
            24-41**Part
                II**Item
                6
            Exhibits
            42


Page2
 Table
          of Contents


**PART
      I.**  **FINANCIAL
      INFORMATION**


**ITEM
      1.**  **CONSOLIDATED
      FINANCIAL STATEMENTS**





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                BALANCE SHEETS**
              **(Unaudited)****September
                30, 2006**
              **US
                $**
            
            December
                31, 2005
              US
                $**Restated****note
                5b(iv)****Assets**CurrentCash
                and cash equivalents
            
            
            **33,198,051**
            
            
            36,037,388Accounts
                receivable and prepaids
            
            
            **197,024**
            
            
            144,753Cash
                call receivable
            
            
            **62,212**
            
            
            49,947**33,457,287**
            
            
            36,232,088Restricted
                cash (note 10a)
            
            
            **3,482,305**
            
            
            392,485Property
                and equipment (note 3)Exploration
                costs, not subject to depletion
            
            
            **7,759,912**
            
            
            2,216,663Computer
                and office equipment, net
            
            
            **141,617**
            
            
            89,826**7,901,529**
            
            
            2,306,489**44,841,121**
            
            
            38,931,062**Liabilities**CurrentAccounts
                payable
            
            
            **388,841**
            
            
            159,145Accrued
                liabilities
            
            
            **747,927**
            
            
            43,500Due
                to related companies (notes 7c, 7d and 7e)
            
            
            **126,284**
            
            
            244,452**1,263,052**
            
            
            447,097**Stockholders'
                Equity**(note
                4)Capital
                stockAuthorized100,000,000
                common shares with a par value of US$0.001 each1,000,000
                preferred shares with a par value of US$0.01 eachIssued66,203,255
                common shares (December 31, 2005 - 62,954,255)
            
            
            **51,610**
            
            
            48,361Additional
                paid-in capital
            
            
            **45,892,569**
            
            
            40,275,588Deficit
                accumulated during the development stage
            
            
            **(2,366,110**
            **)**
            
            (1,839,984
            )**43,578,069**
            
            
            38,483,965**44,841,121**
            
            
            38,931,062See
                Commitments, Contingencies and Guarantees (note 10)
              The
                accompanying notes are an integral part of these Consolidated Financial
                Statements





Page3
 Table
          of Contents





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                STATEMENTS OF OPERATIONS**
              **(Unaudited)****Three
                months**
              **ended**
              **Sept
                30-2006**
              **US
                $**
            
            Three
                months ended
              Sept
                30-2005
              US
                $
            
            **Nine
                months**
              **ended**
              **Sept
                30-2006**
              **US
                $**
            
            Nine
                months
              ended
              Sept
                30-2005
              US
                $
            
            Period
                from
              Inception,
              August
                21-2002
              to
                Sept 30-2006
              US
                $**Restated**
            
            
            
            **Restated**
            
            
            
            Restated**note
                5b(iv)**
            
            
            
            **note
                5b(iv)**
            
            
            
            (note
                5b(iv) ,11)**Expenses**(note 7c, 7d and 7e)General
                and administrative
            
            
            **358,810**
            
            
            179,516
            
            
            **1,054,504**
            
            
            369,450
            
            
            2,159,220Consulting
                fees
            
            
            **399,155**
            
            
            53,295
            
            
            **568,172**
            
            
            154,869
            
            
            1,241,504Professional
                fees
            
            
            **61,039**
            
            
            41,382
            
            
            **161,967**
            
            
            131,623
            
            
            663,382Depreciation
                and depletion
            
            
            **12,975**
            
            
            12,650
            
            
            **33,974**
            
            
            36,037
            
            
            195,961**831,979**
            
            
            286,843
            
            
            **1,818,617**
            
            
            691,979
            
            
            4,260,067**Other
                expenses (income)**Consulting
                fees recovered
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (66,025
            )Equipment
                costs recovered
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (19,395
            )Gain
                on sale of equipment
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (42,228
            )Foreign
                exchange (gain) loss
            
            
            **(2,329**
            **)**
            
            8,198
            
            
            **(3,750**
            **)**
            
            12,706
            
            
            18,060Interest
                income
            
            
            **(461,123**
            **)**
            
            (77,693
            )
            
            **(1,288,741**
            **)**
            
            (111,979
            )
            
            (1,784,369
            )**(463,452**
            **)**
            
            (69,495
            )
            
            **(1,292,491**
            **)**
            
            (99,273
            )
            
            (1,893,957
            )**Net
                loss and comprehensive loss for**
              **the
                period**(note 8)
            
            
            **(368,527**
            **)**
            
            (217,348
            )
            
            **(526,126**
            **)**
            
            (592,706
            )
            
            (2,366,110
            )**Net
                loss per share**
              **-
                basic and diluted**(note
                4f)
            
            
            **(0.01**
            **)**
            
            (0.00
            )
            
            **(0.01**
            **)**
            
            (0.01
            )The
                accompanying notes are an integral part of these Consolidated Financial
                Statements














Page4
 Table
          of Contents





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                STATEMENTS OF CASH FLOWS**
              **(Unaudited)****Three
                months**
              **ended**
              **Sept
                30-2006**
              **US
                $**
            
            Three
                months ended
              Sept
                30-2005
              US
                $
            
            **Nine
                months**
              **ended**
              **Sept
                30-2006**
              **US
                $**
            
            Nine
                months ended
              Sept
                30-2005
              US
                $
            
            Period
                from
              Inception,
              August
                21-2002
              to
                Sept 30-2006
              US
                $**Cash
                flows provided by (used in)**
              **operating
                activities**
            
            **Restated**
              **note
                5b(iv)**
            
            
            
            **Restated**
              **note
                5b(iv)**
            
            
            
            Restated
              (note
                5b(iv),11)Net
                loss
            
            
            **(368,527**
            **)**
            
            (217,348
            )
            
            **(526,126**
            **)**
            
            (592,706
            )
            
            (2,366,110
            )Adjustment
                to reconcile net loss to
              net
                cash used in operating activities:Depreciation
                and depletion
            
            
            **12,975**
            
            
            12,650
            
            
            **33,974**
            
            
            36,037
            
            
            195,961Gain
                on sale of equipment
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            (42,228
            )Stock-based
                compensation(note 5b)
            
            
            **419,509**
            
            
            --
            
            
            **632,550**
            
            
            --
            
            
            632,550Changes
                in operating assets and liabilities:Accounts
                receivable and prepaids
            
            
            **(51,234**
            **)**
            
            (28,642
            )
            
            **(52,271**
            **)**
            
            (30,730
            )
            
            (122,024
            )Accounts
                payable
            
            
            **13,980**
            
            
            (1,970
            )
            
            **43,140**
            
            
            22,333
            
            
            48,062Accrued
                liabilities
            
            
            **(17,500**
            **)**
            
            200
            
            
            **(35,000**
            **)**
            
            (15,500
            )
            
            8,500Due
                to related companies
            
            
            **1,114**
            
            
            43,460
            
            
            **(118,168**
            **)**
            
            71,742
            
            
            84,528**10,317**
            
            
            (191,650
            )
            
            **(21,901**
            **)**
            
            (508,824
            )
            
            (1,560,761
            )**Cash
                flows provided by (used in )**
              **investing
                activities**Property
                and equipment:Exploration
                costs
            
            
            **(1,168,813**
            **)**
            
            (146,809
            )
            
            **(5,149,439**
            **)**
            
            (1,102,057
            )
            
            (7,366,102
            )Computer
                and office equipment
            
            
            **(24,782**
            **)**
            
            (9,097
            )
            
            **(85,765**
            **)**
            
            (25,608
            )
            
            (378,150
            )Proceeds
                on sale of equipment
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            82,800Cash
                acquired on acquisition (note 6)
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            3,034,666Restricted
                cash (note 10a)
            
            
            **(1,879,984**
            **)**
            
            (185,689
            )
            
            **(3,089,820**
            **)**
            
            (185,689
            )
            
            (3,482,305
            )Changes
                in investing assets and liabilities:Cash
                call receivable
            
            
            **21,620**
            
            
            7,697
            
            
            **(12,265**
            **)**
            
            --
            
            
            (62,212
            )Accounts
                payable
            
            
            **(958,159**
            **)**
            
            5,021
            
            
            **197,356**
            
            
            5,021
            
            
            291,771Accrued
                liabilities
            
            
            **217,000**
            
            
            (214,915
            )
            
            **739,427**
            
            
            (33,442
            )
            
            739,427**(3,793,118**
            **)**
            
            (543,792
            )
            
            **(7,400,506**
            **)**
            
            (1,341,775
            )
            
            (7,140,105
            )**Cash
                flows provided by (used in)**
              **financing
                activities**Proceeds
                from issuance of common shares
            
            
            **1,949,979**
            
            
            32,183,050
            
            
            **4,667,878**
            
            
            34,450,400
            
            
            45,976,729Share
                issuance costs
            
            
            **(15,457**
            **)**
            
            (1,496,672
            )
            
            **(74,008**
            **)**
            
            (1,496,672
            )
            
            (2,165,870
            )Changes
                in financing liabilities:Note
                payable (note 7a)
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            (2,000,000
            )Accounts
                payable
            
            
            **--**
            
            
            53,330
            
            
            **(10,800**
            **)**
            
            53,330
            
            
            61,078Accrued
                liabilities
            
            
            **--**
            
            
            5,000
            
            
            **--**
            
            
            5,000
            
            
            --Due
                to related companies
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            26,980**1,934,522**
            
            
            30,744,708
            
            
            **4,583,070**
            
            
            33,012,058
            
            
            41,898,917**Net
                increase (decrease) in cash and**
              **cash
                equivalents**
            
            
            **(1,848,279**
            **)**
            
            30,009,266
            
            
            **(2,839,337**
            **)**
            
            31,161,459
            
            
            33,198,051Cash
                and cash equivalents, beginning of period
            
            
            **35,046,330**
            
            
            5,571,791
            
            
            **36,037,388**
            
            
            4,419,598
            
            
            --**Cash
                and cash equivalents, end of period**
            
            
            **33,198,051**
            
            
            35,581,057
            
            
            **33,198,051**
            
            
            35,581,057
            
            
            33,198,051**Cash
                and cash equivalents**Current
                bank accounts
            
            
            **700,029**
            
            
            208,419
            
            
            **700,029**
            
            
            208,419
            
            
            700,029Term
                deposits
            
            
            **32,498,022**
            
            
            35,372,638
            
            
            **32,498,022**
            
            
            35,372,638
            
            
            32,498,022**33,198,051**
            
            
            35,581,057
            
            
            **33,198,051**
            
            
            35,581,057
            
            
            33,198,051The
                accompanying notes are an integral part of these Consolidated Financial
                Statements





Page5
 Table
          of Contents
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **Notes
        to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
        30, 2006**


**1.**
            **Nature
                of Operations**


TheCompany
      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") 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
      PSC’s in India and upon future profitable operations and upon finalizing
      agreements with GSPC.


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 the instructions to
      Form 10-QSB and Item 310(b) of Regulation S-B. 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 three and nine month periods ended September 30, 2006 are not
      necessarily indicative of the results that may be expected for the year ended
      December 31, 2006.


The
      consolidated balance sheet at December 31, 2005 has been derived from the
      audited consolidated financial statements at that date but does not include
      all
      of the information and footnotes required by accounting principles generally
      accepted in the United States for complete financial statements.





Page6
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**2.**
            **Basis
                of presentation
                (continued)**


For
      further information, refer to the consolidated financial statements and
      footnotes thereto included in the Company's annual report on Form 10-KSB for
      the
      year ended December 31, 2005.


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 which was 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., and (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.


**b)**
            **Stock-based
                compensation**


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* ,
      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 Modified 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 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
      next 3 years in accordance with their respective vesting periods.





**3.**
            **Property
                and Equipment**


Balance
                Sheet as at
              US
                $**September
                30, 2006**
            
            December
                31, 2005**Exploration
                and development - India**Exploration
                costs incurred in:2002
            
            
            **21,925**
            
            
            21,9252003
            
            
            **156,598**
            
            
            156,5982004
            
            
            **460,016**
            
            
            460,0162005
            
            
            **1,578,124**
            
            
            1,578,124**2,216,663**
            
            
            2,216,6632006
            
            
            **5,543,249**
            
            
            --**7,759,912**
            
            
            2,216,663**Computer
                and office equipment**Computer
                and office equipment
            
            
            **295,350**
            
            
            209,585Accumulated
                depreciation
            
            
            **(153,733**
            **)**
            
            (119,759
            )**141,617**
            
            
            89,826**7,901,529**
            
            
            2,306,489





Page7
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**3.**
            **Property
                and Equipment (continued)**


**a)**
            **Exploration
                costs - India**


The
      exploration costs incurred to date are not subject to depletion and cover six
      exploration blocks, known as the KG Block, the Mehsana Block, the Sanand/Miroli
      Block, the Ankleshwar Block, the DS Block and the Tarapur Block. It is
      anticipated that all or certain of these exploration costs may be subject to
      depletion no earlier than the 2007 fiscal year.


**b)**
            **Capitalized
                overhead costs**


Included
      in the US$ 5,543,249 of
      exploration cost additions during the nine months ended September 30, 2006
      (year
      ended December 31, 2005 - US$1,578,124) are certain overhead costs capitalized
      by the Company in the amount of US$ 1,387,211 (year
      ended December 31, 2005 - US$469,268) directly related to the exploration
      activities in India. T he
      capitalized overhead amount includes
      capitalized stock-based compensation of US$ 393,810 (year
      ended December 31, 2005 - US$nil) (see
      note
      5b) of which US$129,313 (year ended December 31, 2005 - US$nil) was for the
      account of a related party (see note 7c) .
      Of the
      remaining US$993,401, US$665,119 (year ended December 31, 2005 - US$145,773)
      represented expenses paid to third parties, $nil (year ended December 31, 2005
      -
      US$51,800) were expenses recovered from third parties and US$328,282 was paid
      to
      and on behalf of a related party (year ended December 31, 2005 - US$375,295)
      (see note 7c). These costs 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 3c).


**c)**  **Carried
      Interest Agreement**


On
      August
      27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company
      a 10%
      carried interest (net 5% - see note 3d) in the KG 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 (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 KG 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
      September 30, 2006, GSPC has incurred costs of Rs 99.7 crore (approximately
      US$22.2 million) (December 31, 2005 - Rs 63.31 crore (approximately US$14.1
      million)) attributable to GeoGlobal under the CIA of which 50% is for the
      account of RGM.


Page8
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**3.**  **Property
      and Equipment (continued)**


**d)**  **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 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
      participating interest in the PSC-KG 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 PSC-KG 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 PSC-KG. **** 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 PSC-KG and CIA as a net 5% PI.


**e)**
            **Deed
                of Assignment and
                Assumption**


On
      April
      7, 2005, the Company entered into a Deed of Assignment and Assumption with
      GSPC
      whereby, subject to the terms of the agreement, the Company agreed to acquire
      and assume and GSPC agreed to assign a 20% participating interest in the onshore
      Tarapur Exploration Block (CB-ON/2). The assignment of the 20% interest was
      subject to obtaining the consent of the GOI to the assignment, which consent
      was
      received effective August 24, 2006. As a condition to receiving the GOI consent
      and subsequent to September 30, 2006, the Company provided to the GOI an
      irrevocable letter of credit in the amount of US$1,200,000 secured by a term
      deposit of the Company in the same amount (see note 10). This amount represents
      the Company’s performance guarantee for its 20% participating interest share
      (Rs. 5.3 crore) of the estimated exploration costs budgeted for the period
      April
      1, 2006 through March 31, 2007.


Under
      the
      terms of the Company's agreement with GSPC, the Company is to fund its 20%
      participating interest share of all past exploration costs incurred on the
      Tarapur exploration block. As at September 30, 2006, the amount of US$3,081,178
      has been included in Exploration costs - India for our participating interest
      share of costs incurred in the previous drilling of six exploration wells and
      a
      recently completed 500 sq. km. 3D seismic acquisition. Of this amount,
      US$2,779,438 has been paid to GSPC, US$234,458 is in accounts payable to GSPC
      and an additional US$67,282 has been recorded in accrued liabilities to
      GSPC.





Page9
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**4.**
            **Capital
                Stock**


**a)**
            **Common
                shares**


Number
                of
              shares
            Capital
                stock
              US
                $
            Additional
              paid-in
                capital
              US
                $Balance
                at December 31, 2002
            1,000
            64
            --**2003
                Transactions**Capital
                stock of GeoGlobal at August 29, 2003
            14,656,687
            14,657
            10,914,545Common
                shares issued by GeoGlobal to acquire
              GeoGlobal
                India
            34,000,000
            34,000
            1,072,960Share
                issuance costs on acquisition
            --
            --
            (66,850)Elimination
                of GeoGlobal capital stock in recognition of
              reverse
                takeover (note 6)
            (1,000)
            (14,657)
            (10,914,545)Options
                exercised for cash
            396,668
            397
            101,253December
                2003 private placement financing (note 4c)
            6,000,000
            6,000
            5,994,000Share
                issuance costs on private placement
            --
            --
            (483,325)55,052,355
            40,397
            6,618,038Balance
                as at December 31, 2003
            55,053,355
            40,461
            6,618,038**2004
                Transactions**Options
                exercised for cash
            115,000
            115
            154,785Broker
                Warrants exercised for cash
            39,100
            39
            58,611154,100
            154
            213,396Balance
                as at December 31, 2004
            55,207,455
            40,615
            6,831,434**2005
                Transactions**Options
                exercised for cash (note 4e)
            739,000
            739
            1,004,6472003
                Purchase Warrants exercised for cash (note 4d(i))
            2,214,500
            2,214
            5,534,036Broker
                Warrants exercised for cash (note 4c)
            540,900
            541
            810,809September
                2005 private placement financing (note 4b)
            4,252,400
            4,252
            27,636,348Share
                issuance costs on private placement (note 4b)
            --
            --
            (1,541,686)7,746,800
            7,746
            33,444,154**Balance
                as at December 31, 2005**
            62,954,255
            48,361
            40,275,588**2006
                Transactions**Options
                exercised for cash (note 4e(i))
            **2,279,000**
            **2,278**
            **2,701,850**Options
                exercised for notes receivable (note 5d)
            **184,500**
            **185**
            **249,525**2003
                Purchase Warrants exercised for cash (note 4d(i))
            **785,500**
            **786**
            **1,962,964**Share
                issuance costs
            **--**
            **--**
            **(74,008)**Stock-based
                compensation (note 5b(i))
            **--**
            **--**
            **1,026,360**Less
                - unpaid capital subscriptions (note 5d)
            **--**
            **--**
            **(249,710)****3,249,000**
            **3,249**
            **5,616,981****Balance
                as at September 30, 2006**
            **66,203,255**
            **51,610**
            **45,892,569**


Page10
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**4.**
            **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 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
      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 Purchase Warrants has 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 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.


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 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. 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
      was comprised of one common share and one half of one warrant. One full warrant
      ("2003 Purchase Warrant"), entitled the holder to purchase one additional common
      share for US$2.50, for a term of two years from date of closing.


Also
      issued as additional consideration in the December 2003 transaction were 580,000
      Broker Warrants. The 580,000 Broker Warrants described entitled the holder
      to
      purchase 580,000 common shares at an
      exercise price of US$1.50 per share which were fully exercised prior to their
      expiration on December 23, 2005.


Page11
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**4.**
            **Capital
                Stock (continued)**


**d)**
            **Warrants**


i)
            2003
                Purchase Warrants


During
      the first quarter 2006, the remaining 2003 Purchase Warrants were exercised
      which resulted in the issuance of 785,500 common shares for gross proceeds
      of
      US$1,963,750. As at September 30, 2006, no 2003 Purchase Warrants remain to
      be
      exercised.


ii)
            2005
                Purchase Warrants


As
      at
      September 30, 2006, all of the 2005 Purchase Warrants exercisable at US$9.00
      per
      share, remained outstanding. If exercised, they would result in the issuance of
      2,126,200 common shares for gross proceeds of US$19,135,800.


iii)
            Compensation
                Option Warrants


As
      at
      September 30, 2006, as a result of the outstanding Compensation Options not
      yet
      being exercised, none of the 97,572 Compensation Option Warrants have been
      issued. If the Compensation Options are exercised, the Compensation Option
      Warrants would be issued and their exercise would result in the issuance of
      97,572 common shares for gross proceeds of US$878,148.


**e)**  **Options**


i)
            Stock
                Options


During
      the three and nine months ended September 30, 2006, 1,853,500 and 2,463,500
      options respectively (December 31, 2005 - 739,000) were exercised at various
      prices between US$1.01 and US$1.50 for gross cash proceeds of US$1,949,980
      and
      US$2,704,128 respectively (December 31, 2005 - US$1,005,385) and notes
      receivable for US$249,710.


ii)
            Compensation
                Options


As
      at
      September 30, 2006, none of the 195,144 Compensation Options were exercised.
      When fully exercised, the Compensation Options would result in the issuance
      of
      97,572 compensation option warrants, and the issuance of 195,144 common shares
      for gross proceeds of US$1,268,436.


**f)**
            **Weighted-average
                number of shares**


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, 2006 was 60,797,730 and 59,278,132 respectively (three
      and
      nine months ended September 30, 2005 - 53,920,318 and 51,503,725 respectively).
      The numbers for the three and nine months ended September 30, 2006 and the
      three
      and nine months ended September 30, 2005 excludes the 5,000,000 shares currently
      held in escrow (note 6).





**5.**
            **Stock
                Options**


**a)**
            **The
                Company’s 1998 Stock Incentive
                Plan**


At
      the
      annual stockholders meeting held on June 14, 2006, the stockholders approved
      amendments to the 1998 Stock Incentive Plan (the “Plan”) to increase the shares
      of Common Stock reserved for issuance under the Plan from 8,000,000 shares
      to
      12,000,000 shares.


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, 2006, the Company had 3,680,697 (December
      31, 2005 - 1,875,697) common shares remaining for issuance under the Plan,
      as
      amended. 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
      4, 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.


.


Page12
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**5.**
            **Stock
                Options (continued)**


**b)**
            **Stock-based
                compensation**


The
      Company adopted Statement of Financial Accounting Standards 123(R), *Accounting
      for Stock-Based Compensation* ,
      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, consultants 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.


**Three
                months**
              **ended**
              **Sept
                30/06**
            
            Three
                months ended
              Sept
                30/05
            
            **Nine
                months ended**
              **Sept
                30/06**
            
            Nine
                months ended
              Sept
                30/05**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $**Restated**
            
            Restated
            
            **Restated**
            
            Restated**note
                5b(iv)**
            
            note5b(iii)
            
            **note
                5b(iv)**
            
            note
                5b(iii)**Stock
                based compensation**Consolidated
                Statements of OperationsGeneral
                and administrative
            
            
            **167,419**
            
            
            --
            
            
            **380,460**
            
            
            --Consulting
                fees
            
            
            **252,090**
            
            
            --
            
            
            **252,090**
            
            
            --**419,509**
            
            
            --
            
            
            **632,550**
            
            
            --Consolidated
                Balance SheetsProperty
                and equipmentExploration
                costs - India
            
            
            **326,385**
            
            
            --
            
            
            **393,810**
            
            
            --**745,894**
            
            
            --
            
            
            **1,026,360**
            
            
            --**Pro-forma
                basis**Net
                lossAs
                reported
            
            
            
            
            
            (217,348
            )
            
            
            
            
            (592,706
            )Pro-forma
            
            
            
            
            
            (358,665
            )
            
            
            
            
            (1,063,911
            )Net
                loss per share - basic and dilutedAs
                reported
            
            
            
            
            
            (0.00
            )
            
            
            
            
            (0.01
            )Pro-forma
            
            
            
            
            
            (0.01
            )
            
            
            
            
            (0.02
            )


i)
            At
                January 1, 2006, the impact of theadoptionof
                FAS 123(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. In the three and nine month periods
                ended September 30, 2006, US$49,340 and US$286,955 of this charge
                respectivelywasrecognizedin
                the Consolidated Statements of Operations as general and administrative
                expense resulting in an increase in the net loss and comprehensive
                loss
                for the period in the same amount and a $0.0 impact on the net loss
                per
                share - basic and diluted for the period.


ii)  At
      September 30, 2006, the total compensation cost related to non-vested awards
      not
      yet recognized was US$2,416,980 (December 31, 2005 - US$367,596) which will
      be
      recognized over the remaining vesting period of the options.


iii)
            In
                prior years, the Company was required only to disclose the impact
                on net
                loss and net loss per share on a pro-forma basis. The prior periods
                have
                been restated due to an error in the classification and calculation
                for
                modification of stock-based compensation. The impact of this restatement
                in the three and nine month period ending September 30, 2005 was
                a
                reduction of the net loss pro-forma from US$486,929 and US$2,554,511
                to
                US$358,665 and US$1,063,911, respectively and a reduction of the
                net loss
                per share - basic and diluted pro-forma for the nine month period
                ending
                September 30, 2005 from US$0.05 to US$0.02. There was no impact in
                the net
                loss per share - basic and diluted for the three months ended September
                30, 2005 as it remained unchanged at US$0.01. In addition, during
                the
                three and nine months ended September 30, 2005, US$128,269 and US$356,739
                of stock based compensation was reclassified from operating expenses
                to
                capital expenditures.





Page13
 **GeoGlobal
            Resources Inc.**
 **(a
            development stage enterprise)**
 **Notes
            to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
            30, 2006**


**5.**  **Stock
      Options (continued)**


**b)**  **Stock-based
      compensation (continued)**


**iv)**  The
      three
      and nine months ended September 30, 2006 and the period from inception to
      September 30, 2006 have been restated due to an error in the classification
      and
      calculation for modification of stock-based compensation. The impact of this
      restatement for these periods ended September 30, 2006 was a reduction of
      stock-based compensation charged to the consolidated statements of operations
      in
      the amount of US$654,075. This resulted in a decrease in the net loss and
      comprehensive loss for the three and nine months and the period from inception
      to September 30, 2006 in the amount of $654,075 as well as a decrease in the
      net
      loss per share - basic and diluted for the three and nine months ended September
      30, 2006 in the amount of US$0.01.


The
                impact of this reclassification and calculation was a reduction of
                the
                stock-based compensation charge to the consolidated balance sheets
                under
                property and equipment exploration costs - India in the amount of
                US$374,850 for the three and nine months ended September 30, 2006.
                This
                resulted in a decrease in the exploration costs, not subject to depletion
                at September 30, 2006 from US$8,134,762 restated to
                US$7,759,912.


**c)**  **Black-Scholes
      Assumptions**


During
      the three and nine months ended September 30, 2006, 2,025,000 and 2,225,000
      options, respectively were granted to the Company's directors, employees and
      consultants 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****/****06**
            Three
              Months
              ended
              Sept
                30/05
            **Nine**
              **months
                ended**
              **Sept
                30****/****06**
            Nine
              months
                ended
              Sept
                30/05**US
                $**
            US
                $
            **US
                $**
            US
                $Fair
                value of stock options granted (per option)
            **$1.08**
            $2.38
            **$1.19**
            **$0.45**Risk-free
                interest rate
            **4.17%**
            2.75%
            **4.17%**
            **2.75%**Volatility
            **70%**
            95%
            **70%**
            **95%**Expected
                life
            **1.3
                years**
            1.0
                years
            **1.3
                years**
            **0.8
                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 implied volatilities of traded options
                on the
                Company's stock, 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.


Page14
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**5.**  **Stock
      Options (continued)**


**d****)**
            **Stock
                option table**


At
      September 30, 2006, these options are outstanding and have been granted for
      services provided to the Company:


Fair
            
            
            
            
            Cancelled
                (c)Value
                at
            
            
            
            
            Expired
                (x)Option
            Original
            
            
            
            Granted
            Exercised
                (e)
            
            BalanceGrant
            Exercise
            Grant
            Expiry
            Vesting
            Balance
            during
            during
                the
            Balance
            exercisabledate
            price
            date
            date
            date
            Dec
                31/05
            the
                period
            period
            Sept
                30/06
            Sept
                30/06(mm/dd/yy)
            US
                $
            US
                $
            (mm/dd/yy)
            (mm/dd/yy)
            #
            #
            #
            #
            #12/09/03
            1.18
            0.241
            08/31/06
            Vested
            1,751,500
            --
            1,721,500
                (e)
            --
            --30,000
                (x)
            --
            --12/30/03
            1.50
            0.317
            08/31/06
            Vested
            345,000
            --
            345,000
                (e)
            --
            --01/17/05
            1.01
            0.380
            (i)06/30/07
            Vested
            729,500
            --
            372,000
                (e)
            357,500
            357,50001/18/05
            1.10
            0.622
            08/31/08
            Vested
            600,000
            --
            --
            600,000
            600,00001/25/05
            1.17
            0.434
            08/31/06
            Vested
            25,000
            --
            25,000
                (e)
            --
            --06/14/05
            3.49
            1.553
            06/14/15
            Vested
            150,000
            --
            --
            150,000
            150,00008/24/05
            6.50
            2.380
            08/24/08
            Vested
            110,000
            --
            --
            110,000
            110,00010/03/05
            6.81
            3.070
            10/03/15
            10/03/06
            16,666
            --
            -
            16,666
            --10/03/05
            6.81
            3.833
            10/03/15
            10/03/07
            16,667
            --
            --
            16,667
            --10/03/05
            6.81
            4.383
            10/03/15
            10/03/08
            16,667
            --
            --
            16,667
            --06/14/06
            5.09
            2.057
            06/14/16
            06/14/07
            --
            200,000
            --
            200,000
            --07/25/06
            3.95
            1.141
            12/31/09
            07/25/06
            --
            50,000
            --
            50,000
            50,00007/25/06
            3.95
            1.141
            12/31/09
            12/31/06
            --
            50,000
            --
            50,000
            --07/25/06
            3.95
            1.393
            12/31/09
            07/25/07
            --
            660,000
            --
            660,000
            --07/25/06
            3.95
            1.601
            12/31/09
            12/31/07
            --
            50,000
            --
            50,000
            --07/25/06
            3.95
            1.779
            12/31/09
            07/25/08
            --
            145,000
            --
            145,000
            --07/25/06
            3.95
            2.006
            12/31/09
            07/25/09
            --
            70,000
            --
            70,000
            --07/25/06
            3.95
            1.141
            07/25/16
            12/31/06
            --
            500,000
            --
            500,000
            --07/25/06
            3.95
            1.141
            07/25/16
            07/25/07
            --
            500,000
            --
            500,000
            --3,761,000
            2,225,000
            2,493,500
            3,492,500
            1,267,500


i)
            On
                August 30, 2006, the Board of Directors of the Company passed a resolution
                with respect to the remaining stock optionsissued
                on January 17, 2005 to (a) extend the expiry date of all then outstanding
                options from August 31, 2006 tothe
                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 Block. This resolution resulted
                in an
                added incremental stock-based compensation cost of $11,440 with respect
                to
                the 10 employees.


ii)
            During
                the period ended September 30, 2006, the Company granted options
                to
                purchase 2,225,000 shares exercisable at various prices and expiry
                dates,
                which vest in their entirety on the vesting
                date.


iii)
            As
                at September 30, 2006, there were 3,492,500 options outstanding at
                various
                prices which, if exercised, would result in total proceeds of
                US$11,616,825.


iv)
            Of
                the 2,493,500 options exercised or expired during the nine month
                period
                ending September 30, 2006; 195,000, 415,000 and 1,853,000 were exercised
                during the three months ending March 31, June 30 and September 30,
                respectively for gross cash proceeds of US$206,050, US$548,100 and
                US$1,949,980 respectively, and the remaining 30,000 expired during
                the
                three months ended September 30, 2006.


v)
            At
                the annual stockholder meeting held on June 14, 2006, the stockholders
                of
                the Company approved amendments to the Plan to increase the shares
                of
                Common Stock reserved for issuance under the Plan from 8,000,000
                shares to
                12,000,000.





Page15
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**5.**  **Stock
      Options (continued)**


**d)**
            **Notes
                receivable**


Pursuant
      to the terms of the Company's 1998 Stock Incentive Plan, during the third
      quarter of 2006, certain employees and consultants to the Company exercised
      184,500 options to purchase shares of common stock of the Company and delivered
      to the Company their promissory notes in the aggregate principal amount of
      US$249,710 in payment of the exercise price. The promissory notes are due
      December 31, 2006, bear interest at 8.25% per annum, and have been reflected
      in
      these financial statements as a reduction from additional paid-in capital (see
      note 4a).





**6.**  **Acquisition**


On
      August
      29, 2003, pursuant to an agreement dated April 4, 2003 and amended August 29,
      2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources
      (India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr. Roy,
      whereby the Company acquired from Mr. Roy all of the outstanding capital stock
      of GeoGlobal India. In exchange for the outstanding capital stock of GeoGlobal
      India, the Company issued 34.0 million shares of its Common Stock. Of the 34.0
      million shares, 14.5 million shares were delivered to Mr. Roy at the closing
      of
      the transaction on August 29, 2003 and an aggregate of 19.5 million shares
      were
      held in escrow by an escrow agent. The terms of the escrow provide for the
      release of the shares upon the occurrence of certain developments relating
      to
      the outcome of oil and natural gas exploration and development activities
      conducted on the KG Block. On August 27, 2004, 14.5 million shares were released
      to Mr. Roy from escrow upon the commencement of a drilling program on the KG
      Block. The final 5.0 million shares remaining in escrow will be released only
      if
      a commercial discovery is declared on the KG Block. In addition to the shares
      of
      Common Stock, the Company delivered to Mr. Roy a US$2.0 million promissory
      note,
      of which US$500,000 was paid on the closing of the transaction on August 29,
      2003, US$500,000 was paid on October 15, 2003, US$500,000 was paid on January
      15, 2004 and US$500,000 was paid on June 30, 2004. The note did not accrue
      interest. The note was secured by the outstanding stock of GeoGlobal India
      which
      has subsequently been released. As a consequence of the transaction, Mr. Roy
      held as of the closing of the transaction an aggregate of 34.0 million shares
      of
      our outstanding Common Stock, or approximately 69.3% of the shares outstanding,
      assuming all shares held in escrow are released to him. The terms of the
      transaction provide that Mr. Roy has the right to vote all 34.0 million shares
      following the closing, including the shares during the period they are held
      in
      escrow. Shares not released from the escrow will be surrendered back to
      GeoGlobal.


As
      discussed in note 1, the acquisition of GeoGlobal India by GeoGlobal was
      accounted for as a reverse takeover transaction. As a result, the cost of the
      transaction was determined based upon the net assets of GeoGlobal deemed to
      have
      been acquired. These consolidated financial statements include the results
      of
      operations of GeoGlobal from the date of acquisition. The net identifiable
      assets acquired of GeoGlobal were as follows:


US
                $Net
                assets acquiredCash
            3,034,666Other
                current assets
            75,000Current
                liabilities
            (2,706)Net
                book value of identifiable assets acquired
            3,106,960Consideration
                paidPromissory
                note issued
            2,000,00034,000,000
                common shares issued par value $0.001
            34,000Additional
                paid-in capital
            1,072,9603,106,960





Page16
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**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 the Acquisition (note 6), 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 (note 3d) 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 a 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
                30-2006**
            
            Three
                months ended
              Sept
                30-2005
            
            **Nine
                months ended**
              **Sept
                30-2006**
            
            Nine
                months ended
              Sept
                30-2005
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $
            
            US
                $Consolidated
                Statements of
              OperationsConsulting
                fees
            
            
            **17,500**
            
            
            12,500
            
            
            **52,500**
            
            
            37,500
            
            
            181,167Consolidated
                Balance SheetsProperty
                and equipmentExploration
                costs - India
            
            
            **70,000**
            
            
            50,000
            
            
            **210,000**
            
            
            150,000
            
            
            724,666**87,500**
            
            
            62,500
            
            
            **262,500**
            
            
            187,500
            
            
            905,833


During
      the period, the Company recognized compensation cost for stock-based
      compensation arrangements with the principal of Roy Group as outlined and
      recorded below:


Consolidated
                Statement of
              OperationsConsulting
                fees
            
            
            **32,329**
            
            
            --
            
            
            **32,329**
            
            
            --
            
            
            32,329Consolidated
                Balance SheetsProperty
                and equipmentExploration
                costs - India
            
            
            **129,313**
            
            
            --
            
            
            **129,313**
            
            
            --
            
            
            129,313**161,642**
            
            
            --
            
            
            **161,642**
            
            
            --
            
            
            161,642





Page17
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**7.**
            **Related
                Party Transactions
                (continued**


Roy
      Group
      was also reimbursed for medical insurance and expenses; travel, hotel, meals
      and
      entertainment expenses; computer costs; and amounts billed by third parties
      incurred during the periods as outlined and recorded below:


**Three
                months**
              **ended**
              **Sept
                30-2006**
            
            Three
                months ended
              Sept
                30-2005
            
            **Nine
                months ended**
              **Sept
                30-2006**
            
            Nine
                months ended
              Sept
                30-2005
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $
            
            US
                $Consolidated
                Statements of
              OperationsGeneral
                and administrative
            
            
            **43,751**
            
            
            48,721
            
            
            **118,923**
            
            
            49,210
            
            
            226,478Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **227**
            
            
            617
            
            
            **454**
            
            
            632
            
            
            21,824Property
                and equipmentExploration
                costs - India
            
            
            **62,217**
            
            
            1,610
            
            
            **118,310**
            
            
            1,610
            
            
            413,010Computer
                and office equipment
            
            
            **69**
            
            
            48,266
            
            
            **1,399**
            
            
            60,809
            
            
            40,255**106,264**
            
            
            99,214
            
            
            **239,086**
            
            
            112,261
            
            
            701,567


At
      September 30, 2006, the Company owed Roy Group (Barbados) Inc. US$99,602
      (December 31, 2005 - US$169,181) for services provided and expenses incurred
      on
      behalf of the Company and pursuant to the TSA. 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 for services rendered as
      outlined and recorded below:


**Three
                months**
              **ended**
              **Sept
                30-2006**
            
            Three
                months ended
              Sept
                30-2005
            
            **Nine
                months ended**
              **Sept
                30-2006**
            
            Nine
                months ended
              Sept
                30-2005
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $
            
            US
                $Consolidated
                Statements of
              OperationsConsulting
                fees
            
            
            **46,250**
            
            
            30,000
            
            
            **138,750**
            
            
            90,000
            
            
            470,465


During
      the period, 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 OperationsConsulting
                fees
            
            
            **161,642**
            
            
            --
            
            
            **161,642**
            
            
            --
            
            
            161,642





Page18
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**7.**
            **Related
                Party Transactions****(continued)**


DI
      was
      also reimbursed for office costs, including rent, parking, office supplies
      and
      telephone as well as travel, hotel, meals and entertainment expenses incurred
      during the periods as outlined and recorded below:


**Three
                months**
              **ended**
              **Sept
                30-2006**
            
            Three
                months ended
              Sept
                30-2005
            
            **Nine
                months ended**
              **Sept
                30-2006**
            
            Nine
                months ended
              Sept
                30-2005
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $
            
            US
                $Consolidated
                Statements of
              OperationsGeneral
                and administrativeOffice
                costs
            
            
            **469**
            
            
            20,756
            
            
            **19,973**
            
            
            39,766
            
            
            179,108Travel,
                hotel, meals and
              entertainment
            
            
            **181**
            
            
            442
            
            
            **1,188**
            
            
            3,973
            
            
            48,698Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **3,012**
            
            
            3,509
            
            
            **10,451**
            
            
            9,026
            
            
            24,616Property
                and equipmentComputer
                and office equipment
            
            
            **4,107**
            
            
            --
            
            
            **4,107**
            
            
            --
            
            
            4,107**7,769**
            
            
            24,707
            
            
            **35,719**
            
            
            52,765
            
            
            256,529


At
      September 30, 2006, the Company owed D.I. US$17,920 (December 31, 2005
      -US$70,309) 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.


**e)**
            **Amicus
                Services Inc. (“Amicus”)**


Amicus
      is
      related to the Company by virtue of being controlled by the brother of a
      director of the Company. Amicus charged consulting fees for services rendered
      as
      outlined below:


**Three
                months**
              **ended**
              **Sept
                30-2006**
            
            Three
                months ended
              Sept
                30-2005
            
            **Nine
                months ended**
              **Sept
                30-2006**
            
            Nine
                months ended
              Sept
                30-2005
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            
            US
                $
            
            **US
                $**
            
            US
                $
            
            US
                $Consolidated
                Statements of
              OperationsConsulting
                fees
            
            
            **12,890**
            
            
            10,795
            
            
            **42,774**
            
            
            24,830
            
            
            126,877


Amicus
      was also reimbursed 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
              OperationsGeneral
                and administrative
            
            **--**
            
            --
            
            **789**
            
            --
            
            3,603Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **503**
            
            
            1,176
            
            
            **2,646**
            
            
            1,738
            
            
            9,195Property
                and equipmentComputer
                and office equipment
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --
            
            
            1,599**503**
            
            
            1,176
            
            
            **3,435**
            
            
            1,738
            
            
            14,397


At
      September 30, 2006, the Company owed Amicus Services Inc. US$8,762 December
      31,
      2005 - US$4,962) 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.





Page19
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**8.**
            **Income
                Taxes**


**a)**
            **Income
                tax expense**


The
      provision for income taxes in the consolidated financial statements differs
      from
      the result which would have been obtained by applying the combined Federal,
      State and Provincial tax rates to the loss before income taxes. This difference
      results from the following items:


**Three
                months**
              **ended**
              **Sept
                30-2006**
            Three
                months ended
              Sept
                30-2005
            **Nine
                months ended**
              **Sept
                30-2006**
            Nine
                months ended
              Sept
                30-2005
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Sept 30, 2006**US
                $**
            US
                $
            US
                $
            US
                $
            US
                $Net
                loss before income taxes
            **(1,022,602)**
            (217,348)
            **(1,180,201)**
            (592,706)
            (3,020,185)Expected
                US tax rate
            **40.66%**
            40.66%
            **40.66%**
            40.66%
            40.66%Expected
                income tax recovery
            **(415,789)**
            (88,375)
            **(479,869)**
            (240,995)
            (1,228,209)Excess
                of expected tax rate over
              tax
                rate of foreign affiliates
            **419,647**
            23,480
            **468,099**
            48,006
            269,142**3,858**
            (64,895)
            **(11,770)**
            (192,989)
            (959,067)Valuation
                allowance
            **(4,101)**
            64,847
            **10,611**
            191,746
            949,660Other
            **243**
            48
            **1,159**
            1,243
            9,407**Income
                tax recovery**
            **--**
            --
            **--**
            --
            --


**b)**
            **Deferred
                income taxes**


The
      Company has not recognized the deferred income tax asset because the benefit
      is
      not more likely than not to be realized. The components of the net deferred
      income tax asset consist of the following temporary differences:


**September
                30, 2006**
              **US
                $**
            
            December
                31, 2005
              US
                $Difference
                between tax base and reported amounts of
              depreciable
                assets
            
            
            **25,871**
            
            
            25,871Non-capital
                loss carry forwards
            
            
            **2,944,570**
            
            
            7,556,646**2,970,441**
            
            
            7,582,517Valuation
                allowance
            
            
            **(2,970,441**
            **)**
            
            (7,582,517
            )**Deferred
                income tax asset**
            
            
            **--**
            
            
            --


**c)**  **Loss
      carry forwards**


At
      September 30, 2006, the Company has US$7,748,071 of available loss carry
      forwards to reduce taxable income for income tax purposes in the various
      jurisdictions as outlined below which have not been reflected in these
      consolidated financial statements.


Tax
                Jurisdiction
            
            **Amount**
              **US
                $**
            
            **Expiry
                Dates**
              **Commence**United
                States
            
            
            7,166,134
            
            
            2006Canada
            
            
            43,637
            
            
            2010Barbados
            
            
            538,300
            
            
            2012





Page20
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**9.**
            **Segmented
                Information**


The
      Company’s petroleum and natural gas exploration and development 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, 2006**
            
            December
                31, 2005**Property
                and equipment**
              **US
                $**
            
            Property
                and equipment
              US
                $Canada
            
            
            **118,264**
            
            
            89,826India
            
            
            **8,158,115**
            
            
            2,216,663**8,276,379**
            
            
            2,306,489





**10.**
            **Commitments,
                Contingencies and
                Guarantees**


**a)**
            **Restricted
                cash**


i)  As
      at
      September 30, 2006, the Company has provided to the GOI three irrevocable
      letters of credit totaling US$2,216,445 (Mehsana US$711,445, Sanand/Miroli
      US$905,000 and Ankleshwar US$600,000) (December 31, 2005 - US$392,485) secured
      by term deposits of the Company 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, 2006 to March 31, 2007 of Phase I of these Cambay Blocks.
      The PSC's 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 during the budget
      period ending March 31, 2007.


ii)  Subsequent
      to September 30, 2006, the Company provided to the GOI an irrevocable letter
      of
      credit in the amount of US$1,200,000 for the Tarapur Block secured by a term
      deposit of the Company in the same amount. This letter of credit serves as
      a
      guarantee for the performance of the exploration work commitment for the Tarapur
      Block for the budget period ending March 31, 2007.


This
      letter of credit has been recognized in the financial statements as the GOI
      approval of the assignment was received effective August 24, 2006 as outlined
      in
      Note 3e.


iii)
            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 and the other in the amount of US$35,860
                (Cdn$40,000).





**b)**
            **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 PSC’s in respect of each of our exploration blocks as
      follows:


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


In
      the
      event the Company fails to fulfill any of these minimum work programs, the
      Company must pay to the GOI its proportionate share based on its participating
      interest under the PSC of the amount that would be required to complete the
      minimum work program.


Under
      the
      terms of all the PSC's, the Company is also required to keep in force a
      financial and performance guarantee.


Page21
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**10.**  **Commitments,
      Contingencies and Guarantees (continued)**


**c)**  **KG
      Block**


The
      first
      phase of the exploration period relating to the PSC for the KG Block has
      expired, as extended on August 29, 2005 through March 11, 2006, without the
      required minimum of at least fourteen wells being drilled during the first
      phase. On February 24, 2006, the management committee for the KG Block
      recommended a further extension of the first phase of twelve months to March
      11,
      2007. Any such extension that is granted is to be deducted from the next
      succeeding exploration phase. As at November 6, 2006, five wells have been
      drilled on the exploration block leaving nine to be drilled, and approval of
      this extension from the Government of India is still outstanding. Unless this
      further extension is granted, the Company may be liable for 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 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 Company has been advised by GSPC, the operator,
      that it is unaware of any precedent for such an occurrence *.*


In
      the
      event the PSC is terminated by the Government of India, or in the event the
      work
      program is not fulfilled by the end of the relevant exploration phase, each
      party to the PSC is to pay to the Government of India 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.
      However, the termination of the production sharing contract by the GOI would
      result in the loss of the Company’s interest in the KG Block other than areas
      determined to encompass "commercial discoveries". No areas on the KG Block
      have
      been determined to encompass "commercial discoveries" as
      that
      term is defined under the Production Sharing Contract ** as
      of
      November 6, 2006. Certain exploration costs related to the KG 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 Property and equipment, Exploration
      costs - India and at September 30, 2006 amount to US$2,739,753. (see note
      3(b).





**d)**
            **Tarapur
                Block**


As
      the
      holder of a participating interest in the Tarapur Block, the Company is required
      to fund its 20% share of all exploration and development costs incurred on
      the
      exploration block. To September 30, 2006, US$3,081,178 has been incurred under
      the terms of the Company's agreement with GSPC. Of this amount, US$2,779,438
      has
      been paid to GSPC, US$234,458 is in accounts payable to GSPC and an additional
      US$67,282 has been accrued for costs incurred to September 30, 2006. The Company
      has budgeted to expend an aggregate of approximately US$4.6 million for
      exploration and development activities under the terms of the agreement entered
      into covering the Tarapur block over the period April 1, 2006 to March 31,
      2007,
      of which, approximately US1.0 million has been incurred and recorded to
      September 30, 2006. Under the terms of the agreement, the Company is required
      to
      keep in force a financial and performance guarantee securing its performance
      under the Tarapur PSC.


Page22
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development stage enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **September
          30, 2006**


**11.**
            **Comparative
                figures**


As
      the
      Company is in its development stage, comparative figures represent the
      accumulated amounts of the continuing entity for the period from inception,
      being August 21, 2002 to September 30, 2006.





**12.**
            **Recent
                Accounting Standards**


In
      July
      2006, the Financial Accounting Standards Board issued FASB Interpretation
      Bulletin #48 (FIN 48) relating to income tax positions subject to FAS 109,
      Accounting for Income Taxes. FIN 48 utilizes a two-step approach for evaluating
      tax positions. Recognition occurs when an enterprise concludes that a tax
      position, based solely on its technical merits, is more-likely-than-not to
      be
      sustained upon examination. Measurement is only addressed if the recognition
      requirement has been satisfied (i.e., the position is more-likely-than-not
      to be
      sustained). Measurement of the tax benefit is based on the largest amount of
      benefit, determined on a cumulative probability basis that is
      more-likely-than-not to be realized upon ultimate settlement. Derecognition
      of a
      tax position that was previously recognized would occur when a company
      subsequently determines that a tax position no longer meets the
      more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits
      the use of a valuation allowance as a substitute for derecognition of tax
      positions.


FIN
      48
      will be effective for fiscal years beginning after December 15, 2006. The
      Company expects that FIN 48 will not have a significant impact on its
      consolidated statements.





Page23
 Table
          of Contents


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





***General***


The
      following discussion and analysis of our financial condition or plan of
      operation should be read in conjunction with, and is qualified in its entirety
      by, the more detailed information including our Unaudited Interim 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 10KSB for the year ended December 31,
      2005.





***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, 2006, 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 ("PSC's")
      entered into with the Government of India ("GOI").


At
      September 30, 2006, we have entered into agreements with respect to six
      exploration blocks as follows:


·
            The
                first of our agreements, entered into in February 2003, grants exploration
                rights in an area offshore eastern India. We refer to this as the
“KG
                Block” and we have a net 5% carried interest under this agreement.


·
            We
                have 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 with the Government of India in
                February 2004 and we have a 10% participating interest under each
                of these
                agreements. We refer to these as the “Mehsana Block” and the
                “Sanand/Miroli Block.”


·
            In
                April 2005, we entered into an agreement with Gujarat State Petroleum
                Corporation Limited (“GSPC”), providing for our purchase and the sale by
                GSPC, subject to Government of India consent, of a 20% participating
                interest in the agreement granting exploration rights onshore in
                the
                Cambay Basin in the State of Gujarat. We refer to this as the “Tarapur
                Block”.


·
            On
                September 23, 2005, we signed agreements with respect to two additional
                locations. One area in which we hold a 10% participating interest
                is
                located onshore in the Cambay Basin located in the State of Gujarat
                south-east of our three existing Cambay blocks. The second area is
                onshore
                in the Deccan Syneclise Basin located in the northern portion of
                the State
                of Maharashtra in west-central India for which we operate and hold
                a 100%
                participating interest. We refer to these as the “Ankleshwar Block” and
                the “DS Block”.


All
      of
      our exploration activities should be considered highly speculative.





**A
      COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED
      SEPTEMBER 30, 2006 TO SEPTEMBER 30, 2005**





***Statements
      of Operations***


*Three
      months ended September 30, 2006 and 2005*


During
      the three months ended September 30, 2006, we had expenses of $ 831,979 compared
      with expenses of $286,843 during the three months ended September 30, 2005.
      This
      increase is primarily the result of the adoption
      of a new accounting standard FAS 123(R) *Accounting
      for Stock-Based Compensation* on
      January 1, 2006, as is further explained below. The
      balance of the increase is consistent with the increased scale of our
      participation in oil and gas exploration activities in 2006 over
      2005.


Page24
 Table
          of Contents


Our
      general and administrative expenses increased to $ 358,810 from
      $179,516. Of
      this
      increase, $167,419 is attributable to the adoption of FAS 123(R) where the
      Company is required to recognize compensation costs for stock-based agreements
      with employees and directors effective January 1, 2006. These
      general and administrative expenses include costs related to the corporate
      head
      office including administrative salaries and services, rent and office costs,
      insurance, directors’ fees, American Stock Exchange listing and filing fees and
      transfer agent fees and services. The increase is a result of an increase of
      approximately $46,000 in our Directors and Officers liability insurance; an
      increase of approximately $22,000 in our bank charges for securing irrevocable
      letters of credit as bank guarantees for our minimum work commitments on our
      exploration blocks; and an overall increase in our general office costs
      associated with the increase in our oil and gas activities, offset by a decrease
      in travel and hotel expenses in the third quarter of 2006 versus the same
      quarter in 2005 in which we experienced a higher amount of such costs directly
      related to our September 2005 financing,


Our
      consulting fees increased to $ 399,155 during
      the three months ended September 30, 2006 from $53,295 for the same period
      in
      2005. $252,090
      of this increase is attributable to the adoption of FAS 123(R) for consultants
      effective January 1, 2006. These
      consulting fees reflect $17,500 (2005 - $12,500) paid under our Technical
      Services Agreement with a corporation wholly-owned by Mr. Jean Roy, President
      of
      the Company and other fees and expenses we incurred in employing various
      technical and corporate consultants who advised us on a variety of matters.
      The
      remaining increase is consistent with the increased scale of our participation
      in oil and gas activities.


Professional
      fees increased slightly to $61,039 during the three months ended September
      30,
      2006 from $41,382 during the three months ended September 30, 2005. 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.


Our
      other
      expenses and income during the three months ended September 30, 2006 resulted
      in
      income of $463,452 versus $69,495 for the same period in 2005. This increase
      is
      mostly attributed to an increase in interest income to $461,123 from $77,693
      for
      the three months ended September 30, 2005, which is directly related to the
      significant increase in the size of the cash balances we held during the period
      as compared to 2005 as well as an increase in the US prime rate. Included in
      other expenses and income is a foreign exchange gain of $2,329 compared to
      a
      loss in 2005 of $8,198.


D uring
      the
      three months ended September 30, 2006 as compared to the three months ended
      September 30, 2005, we increased  our
      net
      loss to $ 368,527 compared
      to a net loss of $217,348 for
      the
      same period in
      2005. This
      result was mainly attributable to the increase in our interest income offset
      by
      our increased costs of our overall oil and gas activities and the costs of
      the
      adoption of FAS 123(R) requiring the Company to recognize compensation costs
      for
      the stock-based compensation arrangements with employees, directors and
      consultants effective January 1, 2006.


We
      capitalized overhead costs directly related to our exploration activities in
      India. The majority of these costs include outlays for geological, geophysical
      and supervisory services and related overhead costs incurred in India with
      respect to the Carried Interest Agreement ("CIA") on the KG Block and our
      interests in various Production Sharing Contracts. During the three months
      ended
      September 30, 2006, these capitalized overhead costs were $983,751 as compared
      to $126,556 during the three months ended September 30, 2005. This increase
      is
      consistent with the increased scale of our participation in oil and gas
      exploration activities.





Page25
 Table
          of Contents


*Nine
      months ended September 30, 2006 and 2005*


During
      the nine months ended September 30, 2006, we had expenses of $ 1,818,617 compared
      with expenses of $691,979 during the nine months ended September 30, 2005.
      This
      increase is primarily the result of the adoption of a new accounting standard
      FAS 123(R) *Accounting
      for Stock-Based Compensation* on
      January 1, 2006, as is further explained below. The balance of the increase
      is
      consistent with the increased scale of our participation in oil and gas
      exploration activities in 2006 over 2005.


Our
      general and administrative expenses increased to $ 1,054,504 from
      $369,450. Of
      this
      increase, $380,460 is attributable to the adoption of FAS 123(R) where the
      Company is required to recognize compensation costs for stock-based agreements
      with employees and directors effective January 1, 2006. 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. The increase is a result of an increase of approximately
      $20,000 in our State of Delaware franchise tax due to our increased
      capitalization; increase of approximately $10,000 in salaries; increase of
      approximately $70,000 in our bank charges for securing irrevocable letters
      of
      credit as bank guarantees for our minimum work commitments on our exploration
      blocks; an increase of approximately $14,000 related to the relocation of our
      executive offices, and $20,000 due to increased rents in Calgary for our
      corporate head offices; $45,000 in our shareholder relations costs, attributable
      to our increased activities; $46,000 increase in our Directors and Officers
      liability insurance and the balance as an overall increase in our general office
      costs associated with the increase of our oil and gas activities.


Our
      consulting fees increased to $ 568,172 during
      the nine months ended September 30, 2006 from $154,869 in the prior nine month
      period. $252,090
      of this increase is attributable to the adoption of FAS 123(R) for consultants
      effective January 1, 2006. These
      consulting fees reflect $52,500 (2005 - $37,500) 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. The remaining increase is consistent
      with the increased scale of our participation in oil and gas
      activities.


Professional
      fees increased to $161,967 during the nine months ended September 30, 2006
      from
      $131,623 during the nine months ended September 30, 2005. 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. The increase is mostly
      attributable to an increase in our fees paid to our lawyers for additional
      work
      incurred on our new NELP V joint operating agreements during the first and
      second quarters of 2006 as compared to 2005.


Our
      other
      expenses and income during the nine months ended September 30, 2006 resulted
      in
      income of $1,292,491 versus $99,273 for the same period in 2005. This increase
      is mostly attributed to an increase in interest income to $1,288,741 from
      $111,979 for the nine months ended September 30, 2005 which is directly related
      to the significant increase in the size of the cash balances we held during
      the
      period as compared to 2005 as well as an increase in the US prime rate. Included
      in other expenses and income is a foreign exchange gain of $3,750 compared
      to a
      loss in 2005 of $12,706.


D uring
      the
      nine months ended September 30, 2006 as compared to the nine months ended
      September 30, 2005, we reduced our net loss to $ 526,126 as
      compared to a net loss of $592,706 in for
      the
      same period in 2005. This
      result is mainly attributable to the increase in our interest income offset
      by
      our increased costs due to the increase in our overall oil and gas activities
      and net of costs resulting from the adoption on January 1, 2006 of Financial
      Accounting Standard 123 (R), *Accounting
      for Stock-Based Compensation* which
      requires the recognition of the compensation cost for stock-based compensation
      arrangements with employees, consultants and directors, to be expensed over
      the
      stock-based compensations' respective vesting periods.


Page26
 Table
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We
      capitalized overhead costs directly related to our exploration activities in
      India. During the nine months ended September 30, 2006, these capitalized
      overhead costs were $1,762,061 as compared to $283,276 during the nine months
      ended September 30, 2005. This increase is mostly attributed to the purchase
      in
      the first quarter of 2006 of a geophysical software package used in analyzing
      our oil and gas exploration blocks at a cost of $340,500 as well as $768,660
      being the capitalized portion of the stock-based compensation incurred in the
      third quarter of 2006. The remaining balance of the increase of $369,625 is
      consistent with the increased scale of our participation in oil and gas
      exploration activities.





***Liquidity
      and Capital Resources***


At
      September 30, 2006, our cash and cash equivalents were $33,198,051. Of these
      funds, $33,001,515 are currently held as US funds in our bank accounts and
      in
      term deposits earning interest based on the US prime rate.


*Three
      months ended September 30, 2006 and 2005*


The
      decrease in our cash and cash equivalents of $1,848,279 during the three months
      ended September 30, 2006 as compared to an increase in our cash and cash
      equivalents of $30,009,266 during the three months ended September 30, 2005
      is
      primarily the result of funds used in investing activities and provided by
      operations and financing activities as follows:


Our
      cash
      provided by operating activities during the three months ended September 30,
      2006 was $10,317 as compared to cash used in operating activities of $191,650
      for the three months ended September 30, 2005. This increase is mostly as a
      result of an increase in our interest earned
      on our
      increased cash balances net of our increased costs due to our increased oil
      and
      gas exploration activities.


Cash
      used
      in investing activities during the three months ended September 30, 2006 was
      $3,793,118 as compared to $543,792 during the three months ended September
      30,
      2005. This increase is a result of additional expenditures on our oil and gas
      activities which is consistent with the increased scale of our
      participation.


Cash
      provided by financing activities for the three months ended September 30, 2006
      was $1,934,552 as compared to $30,744,708 during the three months ended
      September 30, 2005. During the three months ended September 30, 2006, cash
      of
      $1,949,978 was provided from the issuance of 1,669,000 shares of common stock
      on
      the exercise of options. During the same period in 2005, there were no common
      shares issued on the exercise of options. However, during the three months
      ended
      September 30, 2005, an additional $4,542,450 was provided from the issuance
      of
      1,899,400 shares of common stock on the exercise of 2003 purchase warrants
      and
      broker warrants as well as a further $27,640,600 from the completion of the
      sale
      of 4,252,400 Units of our securities at $6.50 per Unit in our September 2005
      financing.





*Nine
      months ended September 30, 2006 and 2005*


The
      decrease in our cash and cash equivalents for the nine months ended September
      30, 2006 of $2,839,337 to $33,198,051 at September 30, 2006, as compared to
      an
      increase in cash for the same period ending September 30, 2005 of $31,161,459
      was primarily the result of funds used in operating and investing activities
      and
      provided by financing activities as follows:


Our
      cash
      used in operating activities during the nine months ended September 30, 2006
      was
      $21,901 as compared to $508,824 for the nine months ended September 30, 2005.
      This decrease is mostly as a result of a reduction of our net loss before
      stock-based compensation due to an increase in interest income derived from
      our
      increased cash balances net of our increased costs related to our increased
      oil
      and gas exploration activities.


Cash
      used
      by investing activities during the nine months ended September 30, 2006 was
      $7,400,506 as compared to $1,341,775 during the nine months ended September
      30,
      2005. This increase is a direct result of additional expenditures on our oil
      and
      gas activities which is consistent with the increased scale of our
      participation.


Page27
 Table
          of Contents


Cash
      provided by financing activities for the nine months ended September 30, 2006
      was $4,583,070 as compared to $33,012,058 during the nine months ended September
      30, 2005. During the nine months ended September 30, 2006, cash of $2,704,128
      was provided from the issuance of 2,279,000 shares of common stock on the
      exercise of options and $1,963,750 on the exercise all 785,500 of the remaining
      2003 purchase warrants. During the same period in 2005, cash of $462,200 was
      provided from the issuance of 335,000 shares of common stock on the exercise
      of
      options and $6,347,600 on the exercise of the 2003 purchase warrants and broker
      warrants. A further $27,640,600 was provided from the completion of the sale
      of
      4,252,400 Units of our securities at $6.50 per Unit in our September 2005
      financing.





*The
      KG Block and Our Carried Interest Agreement*


At
      September 30, 2006, GSPC, the Operator of the KG Block, has expended on
      exploration activities approximately $22.2 million attributable to us under
      the
      CIA as compared to $14.1 million at December 31, 2005. Of this amount, 50%
      is
      for the account of RGM. 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 Block prior to the start date of initial commercial
      production.


Certain
      exploration costs related to the KG 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, which amount to approximately
      $2.7 million at September 30, 2006, have been capitalized in the Company's
      accounts as part of property and equipment, exploration costs - India. Under
      the
      terms of the PSC, GSPC is committed to expend further funds for the exploration
      of and drilling on the KG Block. Preliminary estimates in the year 2003 were
      that these expenditures attributable to us will total approximately $22.0
      million over the 6.5 year term of the PSC. Additional drilling costs incurred
      in
      drilling to depths in excess of 5,000 meters versus shallower depths as
      originally anticipated, as well as the testing and completion costs of these
      wells, has resulted in actual costs attributable to us exceeding our original
      preliminary estimates. As of November 6, 2006, the annual budget for the period
      April 1, 2006 to March 31, 2007 has been prepared and submitted to the
      Management Committee for approval. It is budgeted that GSPC will expend
      approximately $26.2 million attributed to us (including the amount attributable
      to RGM) under the CIA over the period April 1, 2006 to March 31, 2007. 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
      Block.


We
      will
      not realize cash flow from the KG 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 as referred to above, must be repaid
      to
      GSPC without interest over the projected production life or ten years, whichever
      is less.





*The
      NELP IV Cambay Block Agreements*


Mehsana
      Block & Sanand/Miroli Block


At
      September 30, 2006, we have incurred costs of approximately $1.4 million with
      respect to these two contracts. The annual budget estimates that our
      expenditures for exploration activities for the period April 1, 2006 to March
      31, 2007 will be approximately $5.0 million based upon our 10% PI in these
      PSC's. During the six months ended September 30, 2006 we have incurred costs
      of
      approximately $706,000 with respect to these two exploration blocks.


At
      September 30, 2006, we have provided to the GOI two irrevocable letters of
      credit totaling $1,616,445 (Mehsana $711,445 and Sanand/Miroli $905,000) secured
      by term deposits of the Company in the same amount. These letters of credit
      serve as guarantees for the performance of the minimum work commitments for
      the
      budget period ending March 31, 2007 of Phase I of both of these Cambay
      Blocks.





Page28
 Table
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*Tarapur
      Block Agreement*


As
      the
      holder of a participating interest in the Tarapur Block, we are required to
      fund
      our 20% share of all exploration and development costs incurred on the
      exploration block. To September 30, 2006, estimated expenses incurred amount
      to
      approximately $3.1 million under the terms of our agreement with GSPC. We have
      budgeted to expend an additional aggregate of approximately $4.6 million for
      exploration activities under the terms of the agreement for the period April
      1,
      2006 to March 31, 2007 of which approximately $1.0 million was incurred during
      the six month period ending September 30, 2006. Further, under the terms of
      the
      agreement, we will be required to keep in force a Financial and Performance
      Guarantee in an amount sufficient to secure our performance under the Tarapur
      PSC.


Subsequent
      to September 30, 2006, we have provided to the GOI an irrevocable letter of
      credit totaling $1,200,000 secured by term deposits of the Company in the same
      amount. This letter of credit serves as guarantee for the performance of the
      minimum work commitments for the budget period ending March 31, 2007 on the
      Tarapur Block.





*The
      NELP V Block Agreements*


DS
      Block
      and Ankleshwar Block


On
      September 28, 2005, we entered into two PSC’s with the GOI covering two new
      onshore exploration blocks in India. The first block is the DS Block
      (DS-ONN-2003/1), which covers an area of approximately 3,155 square kilometers
      ("sq. kms.") onshore in the Deccan Syneclise Basin located in the northern
      portion of the State of Maharashtra in west-central India and in which we hold
      a
      100% participating interest ("PI") and are the operator. The second block is
      the
      Ankleshwar Block (CB-ONN-2003/2), which covers an area of approximately 448
      sq.
      km. onshore in the State of Gujarat south-east of our three existing Cambay
      blocks. We are part of a consortium and hold a 10% PI in the Ankleshwar Block.
      GSPC is the operator of the Ankleshwar Block and holds a 50% PI, with the
      remainder held by GAIL (India) Ltd. as to a 20% PI and Jubilant as to a 20%
      PI.


Under
      the
      terms of the new PSC’s for these exploration blocks, we have committed to expend
      funds on the exploration and drilling of these new exploration blocks. No budget
      has yet been approved by the Management Committees on the DS Block for the
      twelve months ending March 31, 2007, however preliminary estimates of our
      expenditures are approximately $9.6 million on the DS Block for exploration
      activities over a period of seven years. For the period ending September 30,
      2006, we incurred costs of approximately $777,000 with respect to the Ankleshwar
      Block and have provided to the GOI an irrevocable letter of credit totaling
      $600,000 secured by a term deposit we provided in the same amount as
      collateral.


We
      estimate our expenditures for exploration activities during the period April
      1,
      2006 to March 31, 2007 will be approximately $2.0 million based upon our PI
      in
      these two PSC’s, of which, $777,000 has been incurred.





*2006
      Activities*


We
      expect
      our exploration and development activities pursuant to the PSC's we are parties
      to will continue throughout 2006 in accordance with the terms of those
      agreements.


On
      October 30, 2006 we announced that GSPC, the operator of the KG Block, has
      completed drilling the KG#15 well on the KG Block to a total depth (“TD”) of
      5,745 meters (5,669 meters total vertical depth (“TVD”)).





A
      complete suite of modern logs have been run and the well has been cased with
      a 7
      inch liner to TD. A testing program is being designed based upon independent
      log
      analyses, as well as core samples, MDT's (“Modular Formation Dynamics Tester”)
      and hydrocarbon shows while drilling. The testing program is expected to
      commence mid-November, 2006.





Drilling
      of the KG#15 well commenced on July 17, 2006 from the KG#8 well platform. The
      well was drilled directionally to a location 750 meters SSE of the KG#8 platform
      to delineate the extent of the reservoir section tested in KG#8 and to seek
      to
      prove additional reserves.





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The
      Atwood Beacon, an offshore jack-up drilling rig recently contracted by GSPC
      for
      the KG Block, is expected to arrive on location in December 2006 and commence
      drilling a new well before the end of the year.


GSPC,
      as
      operator, recently completed a 500 sq. km. 3D seismic acquisition program on
      the
      Tarapur Block. Currently, GSPC is drilling our seventh well in the Tarapur
      Block, the Tarapur #5 well, to a depth of approximately 1,600 meters from a
      location chosen based upon this recently acquired seismic data.


GSPC
      has
      advised us that it has contracted three onshore drilling rigs to commence
      drilling our Cambay Block Phase I commitments along with further development
      drilling on the Tarapur Block. We anticipate that GSPC will commence the first
      of six wells in the Sanand/Miroli Block in the fourth quarter of 2006.


GSPC
      has
      recently completed the acquisition of the final portion of a 448 sq. km. 3D
      seismic acquisition program on the Ankleshwar Block. We will then complete
      processing and interpreting the seismic data with the intention to commence
      drilling on this block in the second quarter of 2007.


Jubilant,
      as operator of the Mehsana Block, has advised us that it has contracted an
      onshore drilling rig and we anticipate that they will commence the drilling
      of
      the first of seven wells before the end of 2006 with the intention to
      continually drill thereafter all seven wells committed in the first phase.
      Jubilant and the management committee under the PSC for the Mehsana Block have
      made the request from the GOI for the automatic 6 month extension of Phase
      I to
      May 20, 2007 pursuant to the PSC, which 6 months will be deducted from Phase
      II
      of the work commitment timeline.


We
      may
      seek to participate in joint ventures bidding for the award of further PSC's
      for
      exploration blocks expected to be awarded by the GOI in the future. As of
      November 14, 2006, we have not been awarded any such interests. In addition,
      as
      opportunities arise, we may seek to acquire minority PI's in exploration blocks
      where PSC's 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. Depending
      upon
      the scope of our activities during the years 2006 and 2007, we may require
      additional capital for the possible acquisition of further minority PI's in
      PSC's in drilling blocks heretofore awarded by the GOI. We may also require
      additional capital in order to participate in ventures bidding for the grant
      of
      PSC's for future exploration blocks to be awarded by the GOI. We believe it
      can
      be expected that our interest in such ventures would be a PI. As of November
      14,
      2006, the scope of any possible such activities has not been definitively
      established and, accordingly, we are unable to disclose the amount of any funds
      that may be required for these purposes. As the holder of a PI in any such
      possible activities, it can be expected that we will be required to contribute
      capital to any such ventures.


We
      are
      during the years 2006 and 2007, pursuing opportunities to participate in joint
      venture bidding for the acquisition of oil and gas interests in other
      international countries. As of November 14, 2006, we have not been awarded
      any
      such interests.


We
      may
      during the years 2006 and 2007 also seek to raise additional capital to support
      an expanded level of activities as well as our ongoing operations. 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, 2006, 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.


Based
      on
      current budget projections prepared by the operator under the six PSC’s to which
      we are a party, we expect that we will incur an aggregate of approximately
      $13.6
      million of capital expenditures for the period April 1, 2006 to March 31, 2007.
      This includes exploration costs to be incurred on our Cambay and DS Blocks
      as
      well as an estimated $2.0 million to be incurred solely by us in providing
      services under our CIA relating to the KG Block and certain other overhead
      costs
      directly related to our exploration activities in India. There can be no
      assurance that these budgets will not be revised by the operators from time
      to
      time during the period and the amounts of such revisions may be material. The
      foregoing capital expenditure budgets do not include our cash operating expenses
      that we will expend throughout the period.


We
      believe that our available cash resources will be sufficient to meet all our
      expenses and cash requirements during the budget period ending March 31, 2007
      and throughout the balance of 2007 at our present level of operations. We do
      not
      expect to have any significant change in 2006 in our number of
      employees.





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*Recent
      Accounting Standards*


FAS
      123
      (R)


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* ,
      requires the recognition of compensation cost for stock-based compensation
      arrangements with employees, consultants and directors based on their grant
      date
      fair values using the Modified 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 123(R) using the modified-prospective-transition method on
      January 1, 2006. Accordingly, the remaining fair value, amounting to $367,596,
      of past stock-based compensation options was to be recognized over the ensuing
      3
      years.


FIN
      48
      Disclosure


In
      July
      2006, the Financial Accounting Standards Board issued FASB Interpretation
      Bulletin #48 (FIN 48) relating to income tax positions subject to FAS 109,
      Accounting for Income Taxes. FIN 48 utilizes a two-step approach for evaluating
      tax positions. Recognition occurs when an enterprise concludes that a tax
      position, based solely on its technical merits, is more-likely-than-not to
      be
      sustained upon examination. Measurement is only addressed if the recognition
      requirement has been satisfied (i.e., the position is more-likely-than-not
      to be
      sustained). Measurement of the tax benefit is based on the largest amount of
      benefit, determined on a cumulative probability basis that is
      more-likely-than-not to be realized upon ultimate settlement. Derecognition
      of a
      tax position that was previously recognized would occur when a company
      subsequently determines that a tax position no longer meets the
      more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits
      the use of a valuation allowance as a substitute for derecognition of tax
      positions.


FIN
      48
      will be effective for fiscal years beginning after December 15, 2006. The
      Company expects that FIN 48 will not have a significant impact on its
      consolidated statements.





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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 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 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
                plans and objectives to join with others or to directly seek to enter
                into
                or acquire interests in additional PSC's 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 captions "Management's
      Discussion and Analysis or Plan of Operations" and "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 PSC's we are a party to.


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


·
            We
                cannot assure you that the outcome of testing of one or more wells
                on the
                KG Block will be satisfactory and result in a commercially-productive
                well
                or that any further wells drilled on the KG Block will have
                commercially-successful results.





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 Report on Form 10-KSB for the year ended December 31, 2005, our Quarterly
      Reports on Form 10-QSB, 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.





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***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 Report, in evaluating our business and current and proposed
      activities before you purchase any shares of our common stock. You should also
      see 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
      Report.





***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 five Production Sharing Contracts with the GOI. In addition, we have
      entered into an agreement to acquire a participating interest in a sixth
      Production Sharing Contract ("PSC"). 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. As of November 14, 2006, a venture in
      which we have a net 5% interest, has drilled and abandoned two wells, has
      drilled, tested and cased two wells and has drilled, cased and is currently
      testing a fifth well.


As
      of
      November 14, 2006, we do not claim any proved reserves of hydrocarbons as a
      result of those drilling, testing and evaluation activities. 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 PSC's 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 or have agreed to acquire 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. 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. 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.





*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 canceled 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 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.





Page33


*Possible
      Inability of Contracting Parties to Fulfill Phase One of the Minimum Work
      Program for the KG Block*


Our
      PSC
      relating to the KG Block provides that by the end of the first phase of the
      exploration period the contracting parties shall have drilled at least fourteen
      wells. The first phase of the exploration period expired on September 11, 2005.
      Through November 14, 2006, five wells have been drilled on the exploration
      block, leaving nine wells to be drilled. On August 5, 2005, a written notice
      requesting the six month extension was submitted and on August 29, 2005, the
      management committee consented to the extension of six months to March 11,
      2006
      and deducted the six month extension from the Phase II exploration period.
      On
      February 24, 2006, the management committee for the KG Block recommended a
      further extension to the first phase of twelve months to March 11, 2007 which
      will also be deducted from the second phase of the exploration program. As
      at
      November 14, 2006, approval of this extension from the GOI is still outstanding.


The
      PSC
      provides that, if at the end of an exploration phase a work program for that
      phase is not completed, the time for completion of the exploration program
      for
      that phase is to be extended for a period necessary to enable completion but
      not
      exceeding six months, provided the parties (i) submit a request by written
      notice to the GOI at least thirty days prior to the expiration of the relevant
      phase, (ii) can show technical or other good reasons for the non-completion
      of
      the work program, and (iii) the management committee gives its consent to the
      extension. Any such extension that is granted is to be deducted from the next
      succeeding exploration phase.


In
      the
      event the twelve month extension is granted and the nine additional wells are
      not drilled by March 11, 2007, or the further extension is not granted, the
      Company may be liable for consequences of non-fulfillment of the minimum work
      commitment in a given time frame under the PSC. The PSC has provisions for
      termination on account of various reasons specified therein, including material
      breach of the contract. Termination rights can be exercised after giving ninety
      days written notice, unless such failure of compliance or contravention is
      remedied within the ninety-day period or such extended period as may be granted
      by the GOI. The failure to timely complete the minimum work commitment may
      be
      deemed by the GOI to be a failure to comply with the provisions of the PSC
      in a
      material particular. We have been advised by GSPC that it is unaware of any
      such
      precedence. In the event the PSC is terminated by the GOI, or in the event
      the
      work program is not fulfilled by the end of the relevant exploration phase,
      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. However,
      the
      termination of the PSC by the GOI would result in the loss of our interest
      in
      the KG 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
      Block
      and, accordingly, as of November 14, 2006, no areas on the KG Block have been
      determined formally to encompass "commercial discoveries" as
      that
      term is defined under the PSC .


*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
      no
      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.


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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 Block. Our
      interests in our other five 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 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.


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. Through November 14, 2006, we abandoned two wells drilled
      on
      the KG Block and it is likely that in some future quarter our stage of
      development or 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 PSC's 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
      Block, after the start date of initial commercial production on the KG Block,
      and under the terms of the five PSC's we are parties to, as well as the
      agreement relating to the acquisition of the 20% participating interest in
      the
      Tarapur Block, 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.


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As
      of
      September 30, 2006, we had cash and cash equivalents of approximately $33.1
      million. We currently expect that our available cash will be sufficient to
      fund
      us through the budget periods ending March 31, 2007 and through the balance
      of
      2007 at our present level of operations on the five exploration blocks in which
      we are currently a participant and our participation in the Tarapur Block in
      which we agreed to acquire a 20% participating interest. 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 PSC's
      relating to these exploration blocks, totals approximately $13.6 million during
      the period April 1, 2006 to March 31, 2007. 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.


Pursuant
      to our agreement executed on April 7, 2005 to acquire a 20% participating
      interest from GSPC in the Tarapur Block, we have paid to GSPC the sum of
      $2,779,438, have set up $234,458 in accounts payable and have accrued an
      additional $67,282 for estimated costs incurred to September 30, 2006. In
      addition, it is expected that under the terms of our agreement with GSPC the
      total capital we will be required to contribute to exploration activities on
      Tarapur during the period ending March 31, 2007, based on our 20% participating
      interest, will be approximately an additional $4.6 million.


Our
      agreement with GSPC on the Tarapur Block was subject to obtaining the consent
      of
      the GOI to the assignment, which consent was received effective August 24,
      2006.
      The consent was conditioned upon our providing a performance guarantee to the
      GOI which has been provided.





*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
      the 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 may
      increase the risks associated with our intended exploration and productivity
      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, 2006, our Directors and executive officers and their respective
      affiliates, in the aggregate, beneficially hold 33,051,167 shares or
      approximately 50.0% 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.





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*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 both Mr. Roy and Mr. Kent
      are
      provided pursuant to the terms of agreements with corporations wholly-owned
      by
      each of them. At present, Mr. Kent’s services are provided through an oral
      agreement with the corporation he owns. Accordingly, these agreements do not
      contain any provisions whereby Mr. Roy and Mr. Kent have direct contractual
      obligations to us to provide services or refrain from 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 Technical Services Agreement with
      Roy
      Group (Barbados) Inc. 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. We have no
      agreement directly with Mr. Roy regarding his services to us.





*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 rights under the terms of the
      five PSC's with the GOI that we have entered into and the Deed of Assignment
      and
      Assumption agreement with GSPC in the Tarapur Block. 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 block in
      which
      we are the operator. 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 Block, we have a carried interest in the exploration
      activities conducted by the parties on the KG 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
      original budgeted expenditures. As a consequence of these additional drilling
      costs incurred, as of November 14, 2006, the annual budget for the period April
      1, 2006 to March 31, 2007 submitted to the Management Committee under the PSC
      for the KG Block estimates that GSPC will expend approximately $26.2 million
      attributed to us (including the amount attributable to RGM) under the CIA over
      the period April 1, 2006 to March 31, 2007. 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 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 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 Block.




Page37


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


The
      PSC's
      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 three phases of the terms of the PSC's. 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 PSC's 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,
                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 venture’s and our cost of
                operations.


These
      provisions of the PSC's, possibly among others, may increase our costs of
      participating in the ventures and thereby affect our profitability.





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*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


·
            international
                political conditions.


In
      addition, various factors may adversely affect the ability to market oil and
      gas
      production from the exploration block, 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 three 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.


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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
      their 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.


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.




Page40


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.





***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.











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**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)May
                15, 2007
            
            /s/
                Jean Paul RoyJean
                Paul Roy
              President
                and Chief Executive Officer
              (Principal
                Executive Officer and Director)May
                15, 2007
            
            /s/
                Allan J. KentAllan
                J. Kent
              Executive
                Vice President and Chief Financial Officer
              (Principal
                Financial and Accounting)