UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





(Mark
One)





þ
            
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended June 30, 2008;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 registrant as specified in its charter)





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





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


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


(Address
of principal executive offices, zip code)




403/777-9250


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


(Registrant’s
Telephone Number, Including Area Code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




YES
      [X]
            NO
      [  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).




Large
      accelerated filer
            
            Accelerated
      filer
            þ
            Non-accelerated
      filer





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




YES
      [ ]
            NO
      [X]




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




Class
            
            Outstanding
      at August 7, 2008COMMON
      STOCK, PAR VALUE $.001 PER SHARE
            
            72,205,756











GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)


QUARTERLY
REPORT ON FORM 10-Q





TABLE
OF CONTENTS





Page
      No.PART
      I
            
            FINANCIAL
      INFORMATIONItem 1.
            
            Financial
      StatementsConsolidated
      Balance Sheets as of June 30, 2008 and
              December
      31, 2007 (Unaudited)
            
            3Consolidated
      Statements of Operations for the six months ended
              June
      30, 2008 and June 30, 2007 and for the period from inception
      on
              August
      21, 2002 to June 30, 2008 (Unaudited)
            
            4Consolidated
      Statements of Changes in Stockholders' Equity (Unaudited)
            
            5Consolidated
      Statements of Cash Flows for the six months ended
              June
      30, 2008 and June 30, 2007 and for the period from inception
      on
              August
      21, 2002 to June 30, 2008 (Unaudited)
            
            6Notes
      to the Consolidated Financial Statements as at June 30, 2008
      (Unaudited)
            
            7-20Item 2.
            
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            21Item 3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            30Item 4.
            
            Controls
      and Procedures
            
            31PART
      II
            
            OTHER
      INFORMATIONItem 1A.
            
            Risk
      Factors
            
            31Item 6.
            
            Exhibits
            
            34














PART
I.                      FINANCIAL
INFORMATION


ITEM
1.                      FINANCIAL
STATEMENTS





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      BALANCE SHEETS
              (Unaudited)June
      30, 2008
            
            
            December
      31, 2007AssetsCurrentCash
      and cash equivalents
            
            
            31,740,361
            
            
            
            48,134,858Accounts
      receivable
            
            
            287,481
            
            
            
            171,977Prepaids
      and deposits
            
            
            105,728
            
            
            
            100,05232,133,570
            
            
            
            48,406,887Restricted
      deposits
            
            
            8,649,218
            
            
            
            4,555,480Property
      and equipment (note 3)
            
            
            146,862
            
            
            
            157,398Oil
      and gas interests, not subject to depletion (note 4)
            
            
            32,397,536
            
            
            
            27,099,54773,327,186
            
            
            
            80,219,312LiabilitiesCurrentAccounts
      payable
            
            
            989,891
            
            
            
            3,908,506Accrued
      liabilities
            
            
            2,900,961
            
            
            
            2,355,322Due
      to related companies (note 8)
            
            
            67,372
            
            
            
            66,1523,958,224
            
            
            
            6,329,980Asset
      retirement obligation (note 5)
            
            
            470,471
            
            
            
            318,9224,428,695
            
            
            
            6,648,902Stockholders'
      EquityCapital
      stock (note 6)Authorized100,000,000
      common shares with a par value of $0.001 each1,000,000
      preferred shares with a par value of $0.01 eachIssued72,205,755
      common shares (December 31, 2007 – 72,205,755)
            
            
            57,614
            
            
            
            57,614Additional
      paid-in capital
            
            
            83,407,430
            
            
            
            82,791,057Deficit
      accumulated during the development stage
            
            
            (14,566,553
            )
            
            
            (9,278,261
            )68,898,491
            
            
            
            73,570,41073,327,186
            
            
            
            80,219,312See
      Guarantees (note 10), Commitments (note 11) and Contingencies (note
      12)
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements





Page
3








GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF OPERATIONS
              (Unaudited)Three
      months ended
              Jun
      30, 2008
            
            
            Three
      months ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Restated
              note
      7c
            
            
            
            
            
            Restated
              note
      7c
            
            
            note
      13aExpensesGeneral
      and administrative
            
            
            664,689
            
            
            
            478,711
            
            
            
            1,169,977
            
            
            
            951,287
            
            
            
            6,445,851Consulting
      fees
            
            
            162,273
            
            
            
            (22,523
            )
            
            
            464,261
            
            
            
            68,678
            
            
            
            5,624,975Professional
      fees
            
            
            404,379
            
            
            
            109,922
            
            
            
            518,696
            
            
            
            341,494
            
            
            
            2,309,343Asset
      Impairment (note 4c)
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015Depreciation
            
            
            12,932
            
            
            
            12,694
            
            
            
            25,564
            
            
            
            24,344
            
            
            
            292,299Accretion
      expense
            
            
            8,490
            
            
            
            --
            
            
            
            14,868
            
            
            
            --
            
            
            
            14,8685,017,778
            
            
            
            578,804
            
            
            
            5,958,381
            
            
            
            1,385,803
            
            
            
            18,452,351Other
      expenses (income)Consulting
      fees recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (66,025
            )Equipment
      costs recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (19,395
            )Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Foreign
      exchange (gain) loss
            
            
            9,061
            
            
            
            (8,210
            )
            
            
            21,762
            
            
            
            (12,719
            )
            
            
            26,799Interest
      income
            
            
            (242,849
            )
            
            
            (421,199
            )
            
            
            (691,851
            )
            
            
            (856,892
            )
            
            
            (5,104,949
            )(233,788
            )
            
            
            (429,409
            )
            
            
            (670,089
            )
            
            
            (869,611
            )
            
            
            (5,205,798
            )Net
      loss and comprehensive loss
              for
      the period
            
            
            (4,783,990
            )
            
            
            (149,395
            )
            
            
            (5,288,292
            )
            
            
            (516,192
            )
            
            
            (13,246,553
            )Net
      loss per share
              – basic and diluted(note 9)
            
            
            (0.07
            )
            
            
            0.00
            
            
            
            (0.08
            )
            
            
            (0.01
            )The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
4








GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY
              (Unaudited)Number
      of
              shares
            
            
            Capital Stock
            
            
            Additional
              paid-in
      capital
            
            
            Accumulated
              Deficit
            
            
            Stockholders'
              EquityRestated
              note
      7c
            
            
            Restated
              note
      7c
            
            
            Restated
              note
      7cFrom
      inception August 21, 2002 to December 31, 2006Common
      shares issued on incorporation
            
            
            1,000
            
            
            
            64
            
            
            
            --
            
            
            
            --
            
            
            
            64Capital
      stock of GeoGlobal at August 29, 2003
            
            
            14,656,687
            
            
            
            14,657
            
            
            
            --
            
            
            
            10,914,545
            
            
            
            10,929,202Elimination
      due to reverse takeover
            
            
            (1,000
            )
            
            
            (14,657
            )
            
            
            --
            
            
            
            (10,914,545
            )
            
            
            (10,929,202
            )Issued
      on reverse takeover
            
            
            34,000,000
            
            
            
            34,000
            
            
            
            1,072,960
            
            
            
            --
            
            
            
            1,106,960Private
      placement financings
            
            
            10,252,400
            
            
            
            10,252
            
            
            
            33,630,348
            
            
            
            --
            
            
            
            33,640,600Options
      exercised
            
            
            3,719,168
            
            
            
            3,721
            
            
            
            4,217,105
            
            
            
            --
            
            
            
            4,220,826Purchase
      Warrants exercised
            
            
            3,000,000
            
            
            
            3,000
            
            
            
            7,497,000
            
            
            
            --
            
            
            
            7,500,000Broker
      Warrants exercised
            
            
            580,000
            
            
            
            580
            
            
            
            869,420
            
            
            
            --
            
            
            
            870,000Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            7,779,938
            
            
            
            --
            
            
            
            7,779,938Share
      issuance costs
            
            
            --
            
            
            
            --
            
            
            
            (2,165,871
            )
            
            
            --
            
            
            
            (2,165,871
            )Net
      loss and comprehensive loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (6,415,151
            )
            
            
            (6,415,151
            )Balance
      as at December 31, 2006
            
            
            66,208,255
            
            
            
            51,617
            
            
            
            52,900,900
            
            
            
            (6,415,151
            )
            
            
            46,537,366Common
      shares issued during 2007:Options
      exercised for cash
            
            
            317,500
            
            
            
            317
            
            
            
            320,358
            
            
            
            --
            
            
            
            320,675June
      2007 private placement financing (note 6a)
            
            
            5,680,000
            
            
            
            5,680
            
            
            
            28,394,320
            
            
            
            --
            
            
            
            28,400,000Share
      issuance costs on private placement
            
            
            --
            
            
            
            --
            
            
            
            (2,612,973
            )
            
            
            --
            
            
            
            (2,612,973
            )2007
      Compensation Options
            
            
            --
            
            
            
            --
            
            
            
            705,456
            
            
            
            --
            
            
            
            705,4562005
      Stock Purchase Warrant modification
            
            
            --
            
            
            
            --
            
            
            
            1,320,000
            
            
            
            (1,320,000
            )
            
            
            --2005
      Compensation Option & Warrant
              modification
            
            
            --
            
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            1,522,996
            
            
            
            --
            
            
            
            1,522,996Net
      loss and comprehensive loss for 2007
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (1,543,110
            )
            
            
            (1,543,110
            )Balance
      as at December 31, 2007
            
            
            72,205,755
            
            
            
            57,614
            
            
            
            82,791,057
            
            
            
            (9,278,261
            )
            
            
            73,570,410Stock-based
      compensation (note 7b)
            
            
            --
            
            
            
            --
            
            
            
            616,373
            
            
            
            --
            
            
            
            616,373Net
      loss and comprehensive loss for the period
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (5,288,292
            )
            
            
            (5,288,292
            )Balance
      as at June 30, 2008
            
            
            72,205,755
            
            
            
            57,614
            
            
            
            83,407,430
            
            
            
            (14,566,553
            )
            
            
            68,898,491See
      note 6 for further information
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements





Page
5





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF CASH FLOWS
              (Unaudited)Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months
              ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Restated
              note
      7c
            
            
            
            
            
            Restated
              note
      7c
            
            
            note
      13aCash flows provided by (used
      in)
              operating
      activitiesNet
      loss
            
            
            (4,783,990
            )
            
            
            (149,395
            )
            
            
            (5,288,292
            )
            
            
            (516,192
            )
            
            
            (13,246,553
            )Adjustment
      to reconcile net loss to
              net
      cash used in operating activities:Accretion
      expense (note 5)
            
            
            8,490
            
            
            
            --
            
            
            
            14,868
            
            
            
            --
            
            
            
            14,868Asset
      impairment
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015Depreciation
            
            
            12,932
            
            
            
            12,694
            
            
            
            25,564
            
            
            
            24,344
            
            
            
            292,299Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation (note 7b)
            
            
            140,169
            
            
            
            76,290
            
            
            
            312,662
            
            
            
            338,773
            
            
            
            5,598,3072005
      Compensation Option and
              Warrant
      modification
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            240,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            46,510
            
            
            
            (39,053
            )
            
            
            (115,504
            )
            
            
            4,015
            
            
            
            (212,481
            )Prepaids
      and deposits
            
            
            17,881
            
            
            
            31,628
            
            
            
            35,656
            
            
            
            (80,632
            )
            
            
            (30,001
            )Accounts
      payable
            
            
            45,293
            
            
            
            (34,459
            )
            
            
            (181,754
            )
            
            
            89,574
            
            
            
            145,904Accrued
      liabilities
            
            
            (92,500
            )
            
            
            (33,487
            )
            
            
            (322,500
            )
            
            
            (33,487
            )
            
            
            117,500Due
      to related companies
            
            
            (7,631
            )
            
            
            19,171
            
            
            
            1,220
            
            
            
            (5,538
            )
            
            
            25,616(847,831
            )
            
            
            (116,611
            )
            
            
            (1,753,065
            )
            
            
            (179,143
            )
            
            
            (3,331,754
            )Cash
      flows provided by (used in)
              investing
      activitiesOil
      and gas interests
            
            
            (3,041,695
            )
            
            
            (884,355
            )
            
            
            (7,452,611
            )
            
            
            (2,380,958
            )
            
            
            (30,215,947
            )Property
      and equipment
            
            
            (4,001
            )
            
            
            (123,793
            )
            
            
            (15,028
            )
            
            
            (474,537
            )
            
            
            (479,733
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      deposits
            
            
            (1,238,738
            )
            
            
            (2,920
            )
            
            
            (5,263,738
            )
            
            
            393,153
            
            
            
            (9,819,218
            )Changes
      in investing assets and liabilities:Cash
      call receivable
            
            
            275,569
            
            
            
            (62,547
            )
            
            
            --
            
            
            
            (62,547
            )
            
            
            --Prepaids
      and deposits
            
            
            39,326
            
            
            
            --
            
            
            
            (41,332
            )
            
            
            --
            
            
            
            (75,727
            )Accounts
      payable
            
            
            (4,380,095
            )
            
            
            170,665
            
            
            
            (2,736,862
            )
            
            
            (1,402,238
            )
            
            
            794,978Accrued
      liabilities
            
            
            329,586
            
            
            
            (24,684
            )
            
            
            868,139
            
            
            
            212,959
            
            
            
            2,783,461(8,020,048
            )
            
            
            (927,634
            )
            
            
            (14,641,432
            )
            
            
            (3,714,168
            )
            
            
            (33,894,720
            )Cash
      flows provided by (used in)
              financing
      activitiesProceeds
      from issuance of common shares
            
            
            --
            
            
            
            28,700,475
            
            
            
            --
            
            
            
            28,720,675
            
            
            
            74,952,165Share
      issuance costs
            
            
            --
            
            
            
            (1,903,046
            )
            
            
            --
            
            
            
            (1,903,046
            )
            
            
            (4,073,388
            )Changes
      in financing liabilities:Note
      payable
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            --
            
            
            
            68,290
            
            
            
            --
            
            
            
            68,290
            
            
            
            61,078Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            26,980--
            
            
            
            26,865,719
            
            
            
            --
            
            
            
            26,885,919
            
            
            
            68,966,835Net
      increase (decrease) in cash and
              cash
      equivalents
            
            
            (8,867,879
            )
            
            
            25,821,474
            
            
            
            (16,394,497
            )
            
            
            22,992,608
            
            
            
            31,740,361Cash
      and cash equivalents, beginning of period
            
            
            40,608,240
            
            
            
            29,534,112
            
            
            
            48,134,858
            
            
            
            32,362,978
            
            
            
            --Cash
      and cash equivalents, end of period
            
            
            31,740,361
            
            
            
            55,355,586
            
            
            
            31,740,361
            
            
            
            55,355,586
            
            
            
            31,740,361Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            
            
            
            
            
            
            
            
            396,046
            
            
            
            582,336
            
            
            
            396,046Short
      term deposits
            
            
            
            
            
            
            
            
            
            
            31,344,315
            
            
            
            54,773,250
            
            
            
            31,344,31531,740,361
            
            
            
            55,355,586
            
            
            
            31,740,361Cash
      taxes paid during the period
            
            
            
            
            
            
            
            
            
            
            10,400
            
            
            
            11,675
            
            
            
            75,913The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
6
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


1.         Nature
of Operations




The
Company is engaged primarily in the pursuit of petroleum and natural gas through
exploration and development in India.  Since inception, the efforts of
GeoGlobal have been devoted to the pursuit of Production Sharing Contracts
("PSCs") with the Gujarat State Petroleum Corporation ("GSPC"), Oil India
Limited ("OIL") among others, and the Government of India ("GOI") and the
development thereof.  To date, the Company has not earned revenue from
these operations and is considered to be in the development
stage.  However, the recoverability of the costs incurred to date is
uncertain and dependent upon achieving commercial production or sale, the
ability of the Company to obtain sufficient financing to fulfill its obligations
under the PSCs in India and upon future profitable operations and upon
finalizing agreements.  At June 30, 2008, Management of the Company
believes the Company has sufficient capital resources which will meet all
obligations and exploration commitments to June 30, 2009.  The Company
is a Delaware corporation whose common stock is listed and traded on the
American Stock Exchange under the symbol GGR.





2.         Significant
Accounting Policies




a)         Basis
of presentation


The
accompanying interim condensed consolidated financial statements of the Company,
with the exception of the Consolidated Balance Sheet at December 31, 2007, have
not been audited, are presented in United States ("US") dollars unless otherwise
noted and have been prepared by management in accordance with accounting
principles generally accepted in the United States of America ("US
GAAP").




In the
opinion of management, the interim condensed consolidated financial statements
reflect all of the normal and recurring adjustments necessary to present fairly
the financial position at June 30, 2008, the results of operations and it's cash
flows for the six months ended June 30, 2008 and 2007 and for the period from
inception of August 21, 2002 to June 30, 2008.  In preparing the
accompanying financial statements, management has made certain estimates and
assumptions that affect reported amounts in the financial statements and related
disclosures.  The Company bases its estimates on various assumptions that
are believed to be reasonable under the circumstances.  Accordingly, actual
results may differ significantly from these estimates under different
assumptions or circumstances.




Certain
information, accounting policies, and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted in this
Form 10-Q pursuant to certain rules and regulations of the Securities and
Exchange Commission. These condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and notes
included in our Annual Report on Form 10-K for the year ended December 31,
2007.  The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.




b)         Recently
adopted Accounting Pronouncements


In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements” ("SFAS 157"). SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements.  SFAS No. 157 is
effective for financial statements issued for periods beginning after November
15, 2007.  On February 12, 2008, the FASB issued Staff Position No.
FAS 157-2 ("FSP 157-2") which proposed a one year deferral for the
implementation of SFAS 157 for non-financial assets and liabilities that are
recognized or disclosed at fair value on a nonrecurring basis (less frequent
than annually).




Page
7
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


2.         Significant
Accounting Policies (continued)




Effective
January 1, 2008, the Company adopted SFAS 157 except for measurements of those
non-financial assets and liabilities subject to the one-year
deferral.  Given the nature of the Company’s financial instruments,
the adoption of SFAS 157 did not have an impact on its financial position,
results of operations or cash flows.  Beginning January 1, 2009, the
Company will adopt the provisions for nonfinancial assets and nonfinancial
liabilities that are not required or permitted to be measured at fair value on a
recurring basis.  The Company is in the process of evaluating this
standard with respect to its effect on nonfinancial assets and liabilities and
has not yet determined the impact that it will have on its financial statements
upon full adoption in 2009.




SFAS 157,
defines fair value, establishes a framework for measuring fair value, outlines a
fair value hierarchy based on inputs used to measure fair value and enhances
disclosure requirements for fair value measurements.  Fair value is
defined as the price at which an asset could be exchanged in a current
transaction between knowledgeable, willing parties.  Where available,
fair value is based on observable market prices or parameters or derived from
such prices or parameters.  Where observable prices or inputs are not
available, use of unobservable prices or inputs are used to estimate the current
fair value, often using an internal valuation model.  These valuation
techniques involve some level of management estimation and judgment, the degree
of which is dependent on the item being valued.




SFAS 157
does not prescribe which valuation technique should be used when measuring fair
value and does not prioritize among the techniques.  SFAS 157 establishes a
fair value hierarchy that prioritized the inputs used in applying the various
valuation techniques.  Inputs broadly refer to the assumptions that market
participants use to make pricing decisions, including assumptions about
risk.  Level 1 inputs are given the highest priority in the fair value
hierarchy while Level 3 inputs are given the lowest priority.  The Company
does not currently have any Level 1, 2 or 3 inputs.  The three levels
of the fair value hierarchy are as follows:


·
            Level
      1 – Observable inputs that reflect unadjusted quoted prices for identical
      assets or liabilities in active markets as of the reporting date. 
      Active markets are those in which transactions for the asset or liability
      occur in sufficient frequency and volume to provide pricing information on
      an ongoing basis.


·
            Level
      2 – Observable market-based inputs or unobservable inputs that are
      corroborated by market data.  These are inputs other than quoted
      prices in active markets included in Level 1, which are either directly or
      indirectly observable as of the reporting
  date.


·
            Level
      3 – Unobservable inputs that are not corroborated by market data and may
      be used with internally developed methodologies that result in
      management’s best estimate of fair
value.




Effective
January 1, 2008, the Company adopted SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities".  This standard allows an
entity the irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities on a
contract-by-contract basis.  The Company did not elect fair value as
an alternative, as provided under SFAS 159 for any of its financial assets and
liabilities that are not currently measured at fair value.





3.         Property
and Equipment




June
      30, 2008
            
            
            December
      31, 2007Computer
      and office equipment
            
            
            396,934
            
            
            
            381,905Accumulated
      depreciation
            
            
            (250,072
            )
            
            
            (224,507
            )146,862
            
            
            
            157,398





Page
8
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


4.         Oil
and Gas Interests




Exploration
      costs incurred in:2002
            21,9252003
            178,8292004
            506,2692005
            3,250,7002006
            8,163,611Period
      from Inception, Aug 21, 2002 to Dec 31, 2006
            12,121,3342007
            14,978,213Balance
      – December 31, 2007
            27,099,547Additions
      during the period
            5,297,989Balance
      – June 30, 2008
            32,397,536




a)         Exploration
costs


The
exploration costs incurred to date are not subject to
depletion.  These exploration costs cover ten exploration blocks,
known as the KG Offshore and Onshore Blocks, the Mehsana Block, the
Sanand/Miroli Block, the Ankleshwar Block, the DS 03 and DS 04 Blocks, the
Tarapur Block and RJ Block 20 and RJ Block 21




b)         Carried
Interest Agreement ("CIA")


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




Under
      the terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s
      (“RGM”), a related party (see note 8a), proportionate share of capital
      costs for exploration and development activities will be recovered by GSPC
      without interest over the projected production life or ten years,
      whichever is less, from oil and natural gas produced on the Exploration
      Block. GeoGlobal is not entitled to any share of production until GSPC has
      recovered the Company's share of the costs and expenses that were paid by
      GSPC on behalf of the Company and
RGM.




As at
June 30, 2008, GSPC has incurred costs of approximately $80 million attributable
to GeoGlobal under the CIA of which 50% is for the account of RGM.




GeoGlobal
has been advised by GSPC, that GSPC is seeking payment of the amount by which
the exploration costs attributable to GeoGlobal under the PSC relating to the KG
Offshore Block exceeds the amount that GSPC deems it is obligated to pay on
behalf of GeoGlobal (including the net 5% participating interest of RGM) under
the terms of the CIA plus interest.  GSPC asserts that the Company is
required to pay 10% of the exploration expenses over and above gross costs of
$59.23 million (10% being $5.92 million) plus interest.  GeoGlobal
disputes this assertion of GSPC.  See note 12.




c)         Impairment
of Oil and Gas Interest in Egypt and the Middle East






The
Company’s unproved properties are evaluated quarterly for the possibility of
potential impairment.




The
Company entered into a Joint Bidding Agreement with two additional parties to
bid on certain exploration blocks in the Arab Republic of Egypt.  The
agreement provided that the Company was to receive a 30% participating interest
in any production sharing contracts entered into.  These blocks
include offshore exploration Block 6 (also referred to as N. Hap’y) and onshore
exploration Block 8 (also referred to as South Diyur) in the Arab Republic of
Egypt.  These blocks were awarded subject to certain terms and
conditions.


Page
9
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


4.         Oil
and Gas Interests (continued)




Effective
December 31, 2007, the Company entered into two agreements with one of its
co-parties.  The assignment agreement sets out the terms whereby the
Company assigned to the co-party all the Company’s rights to receive a 30%
participating interest in the two exploration blocks awarded by the Arab
Republic of Egypt in exchange for an option (the Option Agreement) exercisable
on or before April 30, 2008 (subsequently extended to June 15, 2008) to
reacquire all or a portion of those rights.




At June
30, 2008, the Option Agreement had expired and the Company has not yet
negotiated an additional extension of the expiration date.  The
Company determined the value of the Egyptian blocks to be impaired at June 30,
2008 and therefore has charged to the statement of operations the full carrying
value of the Egyptian properties.  The amount of the impairment
includes the value of the capitalized costs and the value of the related
non-refundable bank guarantees. The Company is continuing to seek an extension
of the expiration date.





5.         Asset
Retirement Obligation




Asset
retirement obligations are recorded for an obligation where the Company will be
required to retire, dismantle, abandon and restore tangible long-lived
assets.  These obligations pertain to certain exploration blocks where
the Company has currently drilled wells.







The
following table summarizes the changes in the asset retirement
obligation:




June
      30, 2008
            December
      31, 2007Asset
      retirement obligation at beginning of period
            318,922
            --Obligations
      incurred
            136,681
            318,922Accretion
            14,868
            --Asset
      retirement obligation at end of period
            470,471
            318,922




In
determining the fair value of the asset retirement obligations, the estimated
cash flows of new obligations incurred during the period have been discounted at
8.0% (December 31, 2007 – 8.0%).  The total undiscounted amount of the
estimated cash flows required to settle the obligations is $983,000 (December
31, 2007 - $689,000). The obligations will be settled on an ongoing basis over
the useful lives of the operating assets, which extend up to 10 years in the
future.





Page
10
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


6.         Capital
Stock




a)         June
2007 Financing


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




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant ("2007 Stock Purchase Warrant") entitles the holder to purchase one
additional common share for $7.50, for a term of two years expiring June 20,
2009.  In addition, compensation options ("2007 Compensation Options")
were issued to the placement agents entitling them to purchase an aggregate of
340,800 common shares at an exercise price of $5.00 per share until June 20,
2009.  The 2007 Stock Purchase Warrants and the 2007 Compensation
Options are subject to accelerated expiration in the event that the price of the
Company's common shares on the American Stock Exchange is $12.00 or more for 20
consecutive trading days, the resale of the shares included in the Units and the
shares issuable on exercise of the 2007 Stock Purchase Warrants and the 2007
Compensation Options have been registered under the US Securities Act of 1933,
as amended (the “Act”), and the hold period for Canadian subscribers has
expired.  In such events, the term will be reduced to 30 days from the
date of issuance of a news release announcing such accelerated expiration of the
term.  At June 30, 2008 since not all such events have occurred, the
accelerated expiration of the term for the 2007 Stock Purchase Warrants and the
2007 Compensation Options has not been triggered.




b)         Warrants
and Compensation Options


i)         2007
Compensation Options


As at
June 30, 2008, none of the 340,800 2007 Compensation Options were
exercised.  If fully exercised, the 2007 Compensation Options would
result in the issuance of 340,800 common shares for gross proceeds of
$1,704,000




ii)         2007
Stock Purchase Warrants


As at
June 30, 2008, none of the 2,840,000 2007 Stock Purchase Warrants were
exercised.  If fully exercised, the 2007 Stock Purchase Warrants would
result in the issuance of 2,840,000 common shares for gross proceeds of
$21,300,000.




iii)
            2005
      Compensation Options


As at
June 30, 2008, none of the 195,144 2005 Compensation Options were
exercised.  If fully exercised, the 2005 Compensation Options would
result in the issuance of 195,144 Units at an exercise price of $6.50 resulting
in gross proceeds of $1,268,436.




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




iv)         2005
Compensation Option Warrants


As at
June 30, 2008, none of the 97,572 2005 Compensation Option Warrants have been
issued as a result of the 2005 Compensation Options not being
exercised.  If the 2005 Compensation Options are exercised and the
2005 Compensation Option Warrants issued, such Warrants if exercised, would
result in the issuance of 97,572 common shares for gross proceeds of
$878,148




v)         2005
Stock Purchase Warrants


As at
June 30, 2008, none of the 2005 Stock Purchase Warrants have been
exercised.  If all of the 2005 Stock Purchase Warrants were exercised,
it would result in the issuance of 2,126,200 common shares for gross proceeds of
$19,135,800.




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




Page
11
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


6.         Capital
Stock (continued)




c)         Escrow
shares


On 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 and 14.5 million shares
were released to Mr. Roy from escrow upon the commencement of a drilling program
on the KG Offshore Block.  The final 5.0 million shares remaining in
escrow will be released only if a commercial discovery as defined under the PSC
is declared on the KG Offshore Block.




7.         Stock
Options




a)         The
Company’s 1998 Stock Incentive Plan


Under the
terms of the 1998 Stock Incentive Plan (the "1998 Plan"), as amended, 12,000,000
common shares have been reserved for issuance on exercise of options granted
under the 1998 Plan.  As at June 30, 2008, the Company had 2,380,697
(December 31, 2007 – 2,380,697) common shares remaining for the grant of options
under the 1998 Plan.  The Board of Directors of the Company may amend
or modify the 1998 Plan at any time, subject to any required stockholder
approval.  The 1998 Plan will terminate on the earliest of: (i) 10
years after the 1998 Plan Effective Date, being December 2008; (ii) the date on
which all shares available for issuance under the 1998 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.




The
Company's 2008 Stock Incentive Plan


Subsequent
to June 30, 2008, on July 29, 2008 at the Annual Meeting of Stockholders, the
shareholders of the Company approved the adoption of the 2008 Stock Incentive
Plan.  Under the terms of the 2008 Stock Incentive Plan (the "2008
Plan"), 12,000,000 common shares have been reserved for issuance on exercise of
options granted under the 2008 Plan.  The Board of Directors of the
Company may amend or modify the 2008 Plan at any time, subject to any required
stockholder approval.  The 2008 Plan will terminate on the earliest
of: (i) 10 years after the 2008 Plan Effective Date, being July 2018; (ii) the
date on which all shares available for issuance under the 2008 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.




b)         Stock-based
compensation


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




Page
12
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


7.         Stock
Options (continued)




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




Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months
              ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Restated
              note
      7c
            
            
            
            
            
            Restated
              note7cStock
      based compensationConsolidated
      Statements of OperationsGeneral
      and administrative
            
            
            185,385
            
            
            
            234,383
            
            
            
            366,489
            
            
            
            503,049
            
            
            
            2,344,790Consulting
      fees
            
            
            (45,216
            )
            
            
            (158,093
            )
            
            
            (53,827
            )
            
            
            (164,276
            )
            
            
            3,253,517140,169
            
            
            
            76,290
            
            
            
            312,662
            
            
            
            338,773
            
            
            
            5,598,307Consolidated
      Balance SheetsOil
      and gas interests
            
            
            133,632
            
            
            
            117,076
            
            
            
            303,711
            
            
            
            264,280
            
            
            
            4,321,000273,801
            
            
            
            193,366
            
            
            
            616,373
            
            
            
            603,053
            
            
            
            9,919,307




c)         Restatement


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




The
following is a summary of the effects of this restatement on the Consolidated
Statements of Operations for the three and six months ended June 30, 2007 and
for the period from inception of August 21, 2002 to June 30, 2007.




As
      Reported
            
            
            Adjustment
            
            
            As
      RestatedThree
      months
              ended
              Jun
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Jun 30, 2007
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Jun 30, 2007
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Jun 30, 2007Statements
      of OperationsGeneral
      & administrative
            
            
            393,135
            
            
            
            3,290,851
            
            
            
            85,576
            
            
            
            656,078
            
            
            
            478,711
            
            
            
            3,946,929Consulting
      fees
            
            
            304,726
            
            
            
            2,435,517
            
            
            
            (327,249
            )
            
            
            2,436,963
            
            
            
            (22,523
            )
            
            
            4,872,480Net
      loss and
              comprehensive
      loss
            
            
            (391,068
            )
            
            
            (3,838,302
            )
            
            
            241,673
            
            
            
            (3,093,041
            )
            
            
            (149,395
            )
            
            
            (6,931,343
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.01
            )
            
            
            
            
            
            
            0.01
            
            
            
            
            
            
            
            0.00Six
      months
              ended
              Jun
      30, 2007
            
            
            
            
            
            
            Six
      months
              ended
              Jun
      30, 2007
            
            
            
            
            
            
            Six
      months
              ended
              Jun
      30, 2007Statements
      of OperationsGeneral
      & administrative
            
            
            780,135
            
            
            
            
            
            
            
            171,152
            
            
            
            
            
            
            
            951,287Consulting
      fees
            
            
            571,266
            
            
            
            
            
            
            
            (502,588
            )
            
            
            
            
            
            
            68,678Net
      loss and
              comprehensive
      loss
            
            
            (847,628
            )
            
            
            
            
            
            
            331,436
            
            
            
            
            
            
            
            (516,192
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.01
            )
            
            
            
            
            
            
            0.00
            
            
            
            
            
            
            
            (0.01
            )




For a
full summary of the restatement, these financial statements should be read in
conjunction with the audited consolidated financial statements and related notes
in our Annual Report on Form 10-K for the year ended December 31,
2007.




Page
13
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008




7.         Stock
Options (continued)




d)         Black-Scholes
Assumptions


During
the six months ended June 30, 2008 and 2007, options of nil and 230,000,
respectively, were granted to the Company's directors and employees under the
terms of the 1998 Stock Incentive Plan.  The fair value of each option
granted was estimated on the date of grant using the Black-Scholes
option-pricing model.  Weighted average assumptions used in the
valuation are disclosed in the following table:




Three
      and Six
              months
      ended
              Jun
      30, 2008
            Three
      and Six
              months
      ended
              Jun
      30, 2007Restated
              note
      7cFair
      value of stock options granted (per option)
            --
            US$2.02Risk-free
      interest rate
            --
            4.9%Volatility
            --
            69%Expected
      life
            --
            2.0
      yearsDividend
      yield
            --
            0%




During
the periods ended June 30, 2008 and 2007, options of nil and 150,000,
respectively, were granted to non-employee consultants in exchange for services
under the terms of the 1998 Stock Incentive Plan.   The Company
believes that the estimated fair value of the stock options is more readily
measurable than the fair value of services rendered. The fair value of each
option granted to non-employee consultants is calculated at each reporting date
using the Black-Scholes option-pricing model.  Weighted average
assumptions used in the valuation are disclosed in the following
table:




Three
      and Six
              months
      ended
              Jun
      30, 2008
            Three
      and Six
              months
      ended
              Jun
      30, 2007Restated
              Note
      7cFair
      value of stock options granted (per option)
            $1.02
            $1.58Risk-free
      interest rate
            2.6%
            4.9%Volatility
            121%
            56%Expected
      life
            2.2
      year
            1.0
      yearsDividend
      yield
            0%
            0%


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


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


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




e)         Stock
option table


The
      following table summarized option activity during the six months ended
      June 30, 2008:




Options
            Shares
              (#)
            Weighted
      Average Exercise Price per Share
            Weighted
      Average Remaining Contractual Term
            Aggregate
      Intrinsic ValueOutstanding
      at January 1, 2008
            4,470,000
            4.04
            4.38
      years
            4,554,000Granted
            --
            --
            --
            --Exercised
            --
            --
            --
            --Forfeited
      or expired
            --
            --
            --
            --Outstanding
      at June 30, 2008
            4,470,000
            4.04
            3.71
      years
            618,000Exercisable
      at June 30, 2008
            3,220,833
            3.62
            4.46
      years
            618,000




During
the six months ended June 30, 2008 and June 30, 2007, cash received on exercise
of stock options was $nil and $320,675 respectively.






Page
14
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


7.         Stock
Options (continued)




During
the period ended June 30, 2008, the options as set out below were granted for
services provided to the Company:




Fair
      Value
            
            
            
            
            Forfeited
      (f)Option
            at
      Original
            
            
            
            Granted
            Expired
      (x)
            
            BalanceGrant
            exercise
            Grant
            Expiry
            Vesting
            Balance
            during
            Exercised
      (e)
            Balance
            Exercisabledate
            price
            Date
            date
            date
            Dec
      31/07
            the
      period
            during
      the period
            Jun
      30/08
            Jun
      30/08Mm/dd/yy
            $
            $
            mm/dd/yy
            mm/dd/yy
            #
            #
            #
            #
            #01/18/05
            1.10
            0.62
            08/31/08
            Vested
            600,000
            --
            --
            600,000
            600,00006/14/05
            3.49
            1.55
            06/14/15
            Vested
            150,000
            --
            --
            150,000
            150,00008/24/05
            6.50
            2.38
            08/24/08
            Vested
            110,000
            --
            --
            110,000
            110,00010/03/05
            6.81
            3.07
            10/03/15
            Vested
            16,666
            --
            -
            16,666
            16,66610/03/05
            6.81
            3.83
            10/03/15
            Vested
            16,667
            --
            --
            16,667
            16,66710/03/05
            6.81
            4.38
            10/03/15
            10/03/08
            16,667
            --
            --
            16,667
            --06/14/06
            5.09
            2.06
            06/14/16
            Vested
            200,000
            --
            --
            200,000
            200,00007/25/06
            3.95
            1.14
            12/31/09
            Vested
            100,000
            --
            --
            100,000
            100,00007/25/06
            3.95
            1.39
            12/31/09
            Vested
            660,000
            --
            --
            660,000
            660,00007/25/06
            3.95
            1.60
            12/31/09
            Vested
            50,000
            --
            --
            50,000
            50,00007/25/06
            3.95
            1.78
            12/31/09
            07/25/08
            145,000
            --
            --
            145,000
            --07/25/06
            3.95
            2.01
            12/31/09
            07/25/09
            70,000
            --
            --
            70,000
            --07/25/06
            3.95
            1.14
            07/25/16
            Vested
            500,000
            --
            --
            500,000
            500,00007/25/06
            3.95
            1.14
            07/25/16
            Vested
            500,000
            --
            --
            500,000
            500,00011/24/06
            7.52
            2.47
            11/24/09
            Vested
            10,000
            --
            --
            10,000
            10,00011/24/06
            7.52
            2.92
            11/24/09
            Vested
            10,000
            --
            --
            10,000
            10,00011/24/06
            7.52
            3.70
            11/24/09
            12/31/08
            10,000
            --
            --
            10,000
            --05/16/07
            5.09
            1.51
            05/16/10
            Vested
            10,000
            --
            --
            10,000
            10,00005/16/07
            5.09
            2.09
            05/16/10
            12/31/08
            10,000
            --
            --
            10,000
            --05/16/07
            5.09
            2.09
            05/16/10
            05/31/09
            10,000
            --
            --
            10,000
            --06/20/07
            5.06
            2.08
            06/20/17
            Vested
            200,000
            --
            --
            200,000
            200,00007/03/07
            5.03
            1.70
            12/31/10
            Vested
            35,000
            --
            --
            35,000
            35,00007/03/07
            5.03
            1.70
            12/31/10
            Vested
            10,000
            --
            --
            10,000
            10,00007/03/07
            5.03
            1.70
            12/31/10
            Vested
            42,500
            --
            --
            42,500
            42,50007/03/07
            5.03
            1.70
            12/31/10
            07/03/08
            847,500
            --
            --
            847,500
            --07/03/07
            5.03
            1.98
            12/31/10
            12/31/08
            20,000
            --
            --
            20,000
            --07/03/07
            5.03
            2.25
            12/31/10
            07/03/09
            120,000
            --
            --
            120,000
            --4,470,000
            --
            --
            4,470,000
            3,220,833





8.         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)         Roy
Group (Mauritius) Inc.


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




Page
15
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


8.         Related
Party Transactions (continued)




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


Roy Group
is related to the Company by common management and is controlled by an officer
and director of the Company who is also a principal shareholder of the
Company.  On August 29, 2003, the Company entered into a Technical
Services Agreement ("TSA") with Roy Group to provide services to the Company as
assigned by the Company and to bring new oil and gas opportunities to the
Company.  The term of the agreement, as amended, extends through
December 31, 2008 and continues for successive periods of one year
thereafter.   Roy Group receives consideration of $350,000 per
year, as outlined and recorded below:




Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Consolidated
      Statements of  OperationsConsulting
      fees
            
            
            43,750
            
            
            
            17,500
            
            
            
            87,500
            
            
            
            35,000
            
            
            
            356,167Consolidated
      Balance SheetsOil
      and gas interests
            
            
            43,750
            
            
            
            70,000
            
            
            
            87,500
            
            
            
            140,000
            
            
            
            1,162,16687,500
            
            
            
            87,500
            
            
            
            175,000
            
            
            
            175,000
            
            
            
            1,518,333




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




Consolidated
      Statement of OperationsGeneral
      and administrative
            
            
            --
            
            
            
            14,262
            
            
            
            --
            
            
            
            28,525
            
            
            
            114,100Consolidated
      Balance SheetsOil
      & gas interests
            
            
            --
            
            
            
            57,050
            
            
            
            --
            
            
            
            114,100
            
            
            
            456,400--
            
            
            
            71,312
            
            
            
            --
            
            
            
            142,625
            
            
            
            570,500




At June
30, 2008 the Company owed Roy Group (Barbados) Inc. $33,192 (December 31, 2007 -
$33,192) 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.




c)         D.I.
Investments Ltd. (“DI”)


D.I. is
related to the Company by common management and is controlled by an officer and
director of the Company.  DI charges consulting fees for management,
financial and accounting services rendered, as outlined and recorded
below:




Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months
              ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            53,188
            
            
            
            46,250
            
            
            
            106,375
            
            
            
            92,500
            
            
            
            808,090




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 OperationsGeneral
      and administrative
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            570,500




At June
30, 2008, the Company owed DI $34,180 (December 31, 2007 –$26,007) as a result
of services provided and expenses incurred on behalf of the
Company.  These amounts bear no interest and have no set terms of
repayment.




Page
16
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


8.         Related
Party Transactions (continued)




d)         Amicus
Services Inc. (“Amicus”)


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




Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months
              ended
              Jun
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Jun 30, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            18,026
            
            
            
            12,742
            
            
            
            42,317
            
            
            
            26,292
            
            
            
            238,024




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
            
            
            (27,825
            )
            
            
            (67,754
            )
            
            
            (32,338
            )
            
            
            (70,404
            )
            
            
            583,867




At June
30, 2008, the Company owed Amicus Services Inc. $nil (December 31, 2007 –
$6,953) 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.





9.         Net
loss per share amounts




The
following table presents the reconciliation between basic and diluted income per
share:




Three
      months
              ended
              Jun
      30, 2008
            
            
            Three
      months
              ended
              Jun
      30, 2007
            
            
            Six
      months
              ended
              Jun
      30, 2008
            
            
            Six
      months
              ended
              Jun
      30, 2007Net
      loss for the period
            
            
            (4,783,990
            )
            
            
            (149,395
            )
            
            
            (5,288,292
            )
            
            
            (516,192
            )Weighted
      average number of common shares outstanding:Basic
            
            
            67,205,755
            
            
            
            61,835,425
            
            
            
            67,205,755
            
            
            
            61,526,778Impact
      of securities convertible into common shares
            
            
            351,017
            
            
            
            1,183,332
            
            
            
            383,072
            
            
            
            1,327,358Diluted
            
            
            67,556,772
            
            
            
            63,018,757
            
            
            
            67,588,827
            
            
            
            62,854,136Net
      loss per share - basic and diluted
            
            
            (0.07
            )
            
            
            0.00
            
            
            
            (0.08
            )
            
            
            (0.01
            )Number
      of securities excluded from denominator as anti-dilutive:Stock
      options
            
            
            3,870,000
            
            
            
            340,000
            
            
            
            3,870,000
            
            
            
            340,000Warrants
            
            
            4,966,200
            
            
            
            4,966,200
            
            
            
            4,966,200
            
            
            
            4,966,200Compensation
      options
            
            
            535,944
            
            
            
            195,144
            
            
            
            535,944
            
            
            
            195,1449,372,144
            
            
            
            5,501,344
            
            
            
            9,372,144
            
            
            
            5,501,344




In
calculating the weighted average number of common shares outstanding, the
5,000,000 shares currently held in escrow have been excluded.


Page
17
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


10.         Guarantees




The
Company’s PSCs relating to exploration blocks onshore and offshore India contain
provisions whereby the joint venture participants must provide the GOI a bank
guarantee in the amount of 35% of the participant's share of the minimum work
program for a particular phase.  These bank guarantees have been
provided to serve as guarantees for the performance of such minimum work program
and are in the form of irrevocable letters of credit which are secured by term
deposits of the Company in the same amount.  As at June 30, 2008, the
Company has provided $8,610,000 (December 31, 2007 - $4,485,000) in performance
guarantees.





11.
            Commitments




The
Company is required to expend funds on the exploration activities to fulfill the
terms of the minimum work commitment of the relevant phase of exploration based
on our participating interest pursuant to the PSCs in respect of each of its
exploration blocks.  The minimum work commitment must be completed in
a predetermined timeframe and may include the drilling of a set number of wells
to certain depths, acquire, process and interpret 2-D and 3-D seismic, and
various types of surveys.  The following table provides a summary of
the financial commitment of the Company to complete the minimum work
programs:




(millions
      of dollars)
            July
      1, 2008
              to
      June 30, 2009
            After
              June
      30, 2009
            TotalSanand/Miroli
      Block
            4.2
            0.0
            4.2Ankleshwar
      Block
            4.0
            0.0
            4.0Tarapur
      Block
            2.1
            0.0
            2.1DS03
      Block
            1.1
            1.0
            2.1DS04
      Block
            0.4
            1.0
            1.4KG
      Onshore Block
            4.2
            4.3
            8.5RJ20
      Block
            4.0
            6.2
            10.2RJ21
      Block
            2.9
            5.2
            8.122.9
            17.7
            40.6




The
financial commitments for the KG Onshore block are listed at the Company’s
current participating interest of 10%.  The Company has taken steps to
increase its participating interest to 25% and upon approval from the GOI, the
financial commitments would increase by approximately $8.8 million for the
period July 1, 2008 to June 30, 2009 and $4.1 million for the period after June
30, 2009.





12.         Contingencies




The
Company has been engaged in discussions with GSPC seeking a resolution to the
CIA dispute; however, no agreement has been reached as of the date of filing.
The Company has been advised by GSPC, that GSPC is seeking payment of the amount
by which the exploration costs attributable to the Company under the PSC
relating to the KG Offshore Block exceeds the amount that GSPC deems it is
obligated to pay on behalf of the Company (including the net 5% PI of RGM) under
the terms of the CIA. GSPC asserts that the Company is required to pay 10% of
the exploration expenses over and above gross costs of $59.23 million (10% being
$5.923 million). Based upon the most recent information available from GSPC, the
Company estimates that GSPC has incurred costs of approximately $80 million on
behalf of the Company as of June 30, 2008, of which 50% is for the account of
RGM.




Page
18
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


12.         Contingencies
(continued)




The
Company has advised GSPC that, under the terms of the CIA, the PSC, and the
Joint Operating Agreement dated August 7, 2003 (the “JOA”), GSPC has no right to
seek the payment and that it believes the payment GSPC is seeking is in breach
of the CIA. The Company further reminded GSPC, that the Company under the terms
of the CIA, shall be carried by GSPC for 100% of its entire share of any costs
during the exploration phase prior to the start of commercial production. The
Company obtained the opinion of external Indian legal counsel which supports
management's position with respect to the dispute.  The Company
intends to vigorously protect its contractual rights in accordance with the
dispute resolution process under the CIA, the PSC and the JOA as may be
appropriate.  The annual budget for the KG Offshore Block has been
prepared for the twelve month period April 1, 2008 to March 31, 2009 with
estimated gross costs of approximately $600 million. Accordingly, GSPC is
expected to incur costs of approximately $60.0 million (10% PI) on behalf of the
Company (including the 5% PI for RGM) under the terms of the CIA.





13.         Comparative
figures




a)
            As
      the Company is in its development stage, these figures represent the
      accumulated amounts of the continuing entity for the period from inception
      August 21, 2002 to June 30, 2008.




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





14.
            Recent
      Accounting Standards




a)         Accounting
for Derivative Instruments and Hedging Activities


Statement
161, issued March 2008 amends FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities and requires companies with derivative
instruments to disclose information about how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under Statement 133, and how derivative instruments and related hedged items
affect a company’s financial position, financial performance, and cash flows.
The required disclosures include the fair value of derivative instruments and
their gains or losses in tabular format, information about credit-risk related
contingent features in derivative agreements, counterparty credit risk, and the
company’s strategies and objectives for using derivative instruments. The
Statement expands the current disclosure framework in Statement 133. Statement
161 is effective prospectively for periods beginning on or after November 15,
2008. The Company plans to provide these additional disclosures in the first
quarter of 2009.




b)         Business
Combinations


In
December 2007, the FASB issued FAS No. 141(R), Business Combinations.
FAS 141(R) replaces FAS No. 141, Business Combinations. FAS 141(R) retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies and requires the expensing of
acquisition-related costs as incurred. Generally, FAS 141(R) is effective on a
prospective basis for all business combinations completed on or after
January 1, 2009. The Company does not expect the adoption of FAS 141(R) to
have a material impact on the Company’s financial position or results of
operations, provided that the Company does not undertake a significant
acquisition or business combination.




Page
19
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 June
30, 2008


14.
            Recent
      Accounting Standards (continued)




c)         Non-controlling
Interests in Consolidated Financial Statements.


In
December 2007, the FASB Issued FAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51” (“FAS No. 160”), which improves the relevance, comparability
and transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years
beginning after December 15, 2008. The Company does not expect the adoption
of FAS No. 160 to have a material impact on the Company’s consolidated
financial position, results of operations or cash flows.




d)         Hierarchy
of Generally Accepted Accounting Principles


In May
2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted
Accounting Principles” (“FAS 162”).  FAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  FAS 162 is effective sixty days following the SEC’s
approval of PCAOB amendments to AU Section 411, “The Meaning of ‘Present fairly
in conformity with generally accepted accounting principles’”.  The
Company is currently evaluating the potential impact, if any, of the adoption of
FAS 162 on its consolidated financial statements.


Page
20


ITEM
      2.          MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS




Overview


GeoGlobal
Resources Inc. is engaged, through our subsidiaries and joint ventures in which
we are a participant, in the exploration for and development of oil and natural
gas reserves.  We initiated these activities in 2003.  At
June 30, 2008, these activities are being undertaken in locations where we have
been granted exploration rights pursuant to Production Sharing Contracts
("PSCs") relating to ten exploration blocks that we have entered into with the
Government of India ("GOI").





Our oil
and gas activities currently conducted pursuant to these ten PSCs are located in
four geographic areas in geologic basins offshore and onshore India where
potential reserves of oil or natural gas are believed by our management to
exist. These areas include:




·
            The
      Krishna Godavari Basin offshore and onshore in the State of Andhra Pradesh
      in eastern India;


·
            The
      Cambay Basin onshore in the State of Gujarat in western
    India;


·
            The
      Deccan Syneclise Basin onshore in the northern portion of the State of
      Maharashtra in west central India;
and


·
            The
      Rajasthan Basin onshore in the State of Rajasthan in north western
      India.




Through
June 30, 2008, we have not earned any revenue from these activities and we are
considered to be in the development stage. The recoverability of the costs we
have incurred to date is uncertain and dependent upon us achieving commercial
production and sale of hydrocarbons, our ability to obtain sufficient financing
to fulfill our obligations under the PSCs in India and upon future profitable
operations and upon finalizing agreements with Gujarat State Petroleum
Corporation ("GSPC") and Oil India Limited ("OIL").




All of
the exploration activities in which we are a participant should be considered
highly speculative.




All
dollar amounts stated in this report are stated in United States dollars unless
otherwise stated.




The
following discussion and analysis of our financial condition and results of
operation should be read in conjunction with, and is qualified in its entirety
by, the more detailed information including our Consolidated Financial
Statements and the related Notes appearing elsewhere in this Quarterly
Report.  This Quarterly Report contains forward-looking statements
that involve risks and uncertainties.  Our actual results may differ
materially from the results and business plans discussed in the forward-looking
statements.  Factors that may cause or contribute to such differences
include those discussed in "Risk Factors" in our annual report on Form 10-K for
the year ended December 31, 2007 as well as those discussed elsewhere in this
Quarterly Report.  For further information, refer to the consolidated
financial statements and related notes and management's discussion and analysis
thereto included in our annual report on Form 10-K for the year ended December
31, 2007.





Production
Sharing Contracts


Below is
a summary description of information relating to the PSCs to which we are a
party and an update of material developments relating to our drilling activities
subsequent to our last update of those drilling activities filed within our Form
10-Q on June 26, 2008.  For additional information and a more complete
description of the PSCs to which we are a party, reference should be made to our
annual report on Form 10-K and our quarterly reports Form 10-Q as well as our
Current Reports on Form 8-K.




Page
21


Krishna Godavari Offshore
Block


During
the three months ended June 30, 2008, we continued drilling wells KG#22 and
KG#31, and the KG#19 well
suspended drilling as a result of mechanical problems surrounding the blow-out
preventer.




The well
KG#22 commenced a testing program in May and continued through into
July.  During clean-up flow, the following stabilized gas/condensate
rates were measured through various choke sizes at the following flowing
wellhead pressures ("FWHP"):




DST#
            Meters
      of Perforation
            Perforation
      Interval
            Choke
      Size
            Flow
      of Gas
            Flow
      of Condensate
            FWHP3
            17
            4,652
      - 4,672 MD
            28/64"
            23.7
      MMSCFD
            84
      BBLS/D
            4,950
      psi32/64"
            27.1
      MMSCFD
            95
      BBLS/D
            4,235
      psi2
            102
            5,250
      – 5,375 MD
            28/64"
            3.4
      MMSCFD
            15.5
      BBLS/D
            883
      psi32/64"
            4.0
      MMSCFD
            
            775
      psi1
            27
            5,518
      – 5,545 MD
            28/64"
            1.2
      MMSCFD
            
            300
      psi


MD =
Measured Depth




Subsequent to June 30, 2008, the KG
BRU#1 exploratory well commenced drilling with the Saipem Perro Negro 3 jack-up
drilling rig.  The KG BRU#1 well is situated approximately 8.5
kilometers NE of the KG#30 well. This well is the second exploratory well to
test the northern graben in the KG Offshore Block with an intended target
depth of approximately 2,650 meters.  The KG BRU#1 well continues to
drill.




As at
August 7, 2008, twelve wells have been or are being drilled on this
block.  Of the twelve wells, eleven are exploration wells and one is
an appraisal well.  Five wells (KG-8, KG-15, KG-16, KG-17 & KG-28)
have been notified to the GOI as discovery wells on this block.





Carried Interest Dispute on
the KG Offshore Block


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




GSPC
contends that this excess amount is not within the terms of the
CIA.  GSPC asserts that we are required to pay 10% of the exploration
expenses over and above gross costs of $59.23 million (10% being $5.92 million)
(including the net 5% interest of Roy Group (Mauritius) Inc.) plus
interest.




Based on
the most recent information available from GSPC, GSPC is seeking a payment from
us in the amount of approximately $74 million plus interest as of June 30, 2008,
of which 50% is for the account of RGM.  GeoGlobal disputes this
assertion of GSPC.




We have
advised GSPC that, under the terms of the CIA, the terms of which are also
incorporated into the PSC and the Joint Operating Agreement dated August 7, 2003
between the parties, it has no right to seek the payment and that we believe the
payment GSPC is seeking is in breach of the CIA.  We further reminded
GSPC that we have fulfilled over the past five years our obligations under the
CIA to provide extensive technical assistance without any further remuneration
other than the carried interest, all in accordance with the terms of the
CIA.  In furtherance of our position, we have obtained the opinion of
prominent Indian legal counsel who has advised us that, among other things,
under the terms of the agreements between the parties, and in particular the
CIA, we are not liable to pay any amount to GSPC for either costs and expenses
incurred or otherwise before reaching the stage of commercial
production.




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




Page
22


We intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the CIA, the PSC and the JOA as may be
appropriate.  However, there can be no assurance that GSPC will not
institute arbitration or other proceedings seeking to recover the sum or
otherwise contend we are in breach of the PSC or that the effect of GSPC seeking
payment of this sum may not hinder our capital raising and other
activities.  In September 2007, we commenced discussions with GSPC in
an effort to reach an amicable resolution, however, no agreement has been
reached as of the date of filing.




Krishna Godavari Onshore
Block


OIL, as
operator of the block, intends to commence a 50 LKM experimental high resolution
2-D seismic acquisition program.  The remaining work commitments of a
gravity magnetic and geochemical survey along with the 3-D seismic acquisition
program are anticipated to commence in the third quarter of 2008 followed by the
subsequent drilling of the first of the twelve exploration wells.





During
the three months ended June 30, 2008, OIL completed the reprocessing of the
pre-existing 564 LKM of 2-D seismic.




Mehsana
Block


As at
June 30, 2008, Jubilant, as operator, advised the GOI that 25% (approximately 32
square kilometers) of the Mehsana Block has been relinquished pursuant to the
terms of the PSC leaving an area of approximately 93 square
kilometers.  Jubilant further advised that they will not enter into
the second exploration phase under the PSC, however, Jubilant will continue to
appraise the discovered area through the continued testing of previously drilled
wells and possible drilling of appraisal wells.




The
required seven exploratory wells in Phase I have been drilled on this
block.  One well (CB-3A) has been notified to the GOI as a discovery
well on this block.





Sanand/Miroli
Block


During
the three months ended June 30, 2008, two wells (SE-9 and SE-5) commenced and
completed drilling.  The SE-9 well was subsequently abandoned while
the SE-5 well continued into a testing program and is currently suspended
awaiting further testing.




GSPC as
operator advised DGH on June 12, 2008 that it completed the Phase I MWP of
drilling twelve exploratory wells and would be entering into the Phase II
exploration phase on this block effective July 28, 2008. As one well from Phase
II has been drilled, two further wells are planned to be drilled to 2,000 meters
each prior to January 28, 2009 in order to meet the minimum work program of
Phase II.




As at
August 7, 2008, fourteen wells have been drilled on this block.  Of
the fourteen wells, thirteen are exploration wells and one is an appraisal
well.  Five wells (M-1, M-6, SE-2, SE-4 & SE-8) have been notified
to the GOI as discovery wells on this block.





Tarapur
Block


A field
development plan was filed with GOI and DGH on May 1, 2008 for the Tarapur field
under the provisions of the PSC. Further, the Operating Committee for the
Tarapur block recommended that ONGC as the licensee, apply to the Government of
Gujarat for a mineral lease for the Tarapur discovery area within the block
(approximately 9.7 sq km) so production can commence upon approval from the GOI.
Government approvals for the field development plan and the mineral lease have
not yet been received.




During
the three months ended June 30, 2008, one well (Lead 3) completed drilling and
one well (TS-10) commenced drilling and continues to drill.




As at
August 7, 2008, twenty-three wells have been or are being drilled on this
block.  Of the twenty-three wells, seventeen are exploration wells,
three are appraisal wells and three are development wells. Three wells
(Tarapur-1, Tarapur-6 & Tarapur-G) have been notified to the GOI as
discovery wells on this block







Page
23


Ankleshwar
Block


During
the three months ended June 30, 2008, the Ank-7 well completed drilling while
the Ank-1 and Ank-8 wells continued to drill.








As at
August 7, 2008, four exploratory wells have been or are being drilled on this
block.





DS03 and DS04
Blocks


During
the three months ended June 30, 2008, we have completed the preliminary field
work, mapping and the geochemical surveys and are in the process of finalizing a
report on a geological survey taken over both these blocks.  We are
expecting to complete the gravity magnetic survey required under the Phase I MWP
by March 31, 2009.




Further,
we plan, before March 31, 2009, to acquire an experimental 2-D seismic program
of approximately 50 LKM's over each block to further enhance our
imaging.





RJ20 and RJ21
Blocks


During
the three months ended June 30, 2008, OIL, as operator, tendered the 3-D seismic
acquisition program over both blocks.   Upon completion of the
tender, it is anticipated that the acquisition of 1,311 sq. kms. of 3-D seismic
will commence.





A
COMPARISON OF OUR OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 TO
JUNE 30, 2007





Results
of Operations


Three months ended June 30,
2008 and 2007


During
the three months ended June 30, 2008, we had expenses of $5,017,778 compared
with expenses of $578,804 during the three months ended June 30,
2007.  The increase during the quarter is primarily the result of an
asset impairment charge to operations totaling $3,765,015.




Our
general and administrative expenses increased to $664,689 from
$478,711.  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.




For the
three months ended June 30, 2008, the most significant factor increasing our
general and administrative expenses was higher salaries and benefits totaling
$144,986 compared with $36,322 for the three months ended June 30,
2007.  The majority of the increase is due to the timing of hiring
additional accounting and finance personnel as compared to engaging consultants
to complete similar tasks in the June 30, 2007 period.




A further
contributing factor to the increase in our general and administrative expenses
was due to higher bank guarantee fees totaling $100,686 compared with $22,906
for the three months ended June 30, 2007.  Our bank guarantees have
been provided to serve as guarantees for the performance of our minimum
commitments on our exploration work programs and were renewed in April
2008.  As the budget for the exploration work programs are adjusted,
the bank guarantees are modified accordingly.




Our
higher general and administrative expenses were partially offset by lower
stock-based compensation costs totaling $185,385 for the three months ended June
30, 2008 compared to $234,384 for the three months ended June 30,
2007.  Stock-based compensation costs fluctuate based upon the number
of options being granted and the time frame for the options to
vest.




Our
consulting fees increased to $162,273 during the three months ended June 30,
2008 from ($22,523) for the three month period ended June 30,
2007.  The majority of the increase related to the engagement of
various parties to assist us in resolving the CIA dispute.  The
remaining increase is a result of the costs of a consultant to model, test and
document our financial internal controls as required by the Sarbanes Oxley Act
which were not incurred in the same period in 2007.




Page
24


Also
included in our consulting fees are the stock-based compensation costs relating
to stock options granted to certain consultants and re-valued at each reporting
period in accordance with FAS 123 (R).  For the three months ended
June 30, 2008, stock based compensation costs totaled a recovery of $45,216
compared with a recovery of $158,093 for the three months ended June 30,
2007.  The recovery of stock-based compensation costs results from the
reporting date fair value of options issued to consultants that remain
unvested.




Professional
fees increased to $404,379 during the three months ended June 30, 2008 from
$109,922 during the three months ended June 30, 2007.  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.  In addition, legal
services have been engaged to assist us in resolving the CIA
dispute.




During
the three months ended June 30, 2008, the Egyptian Option agreement had expired
and we have not yet negotiated an additional extension.  We determined
the value of the Egyptian blocks to be impaired and therefore have charged to
the statement of operations the full carrying value of the Egyptian
blocks.  The amount of the impairment includes the value of the
capitalized costs and the value of the related non-refundable bank guarantees.
The Company is continuing to seek an extension of the expiration
date.




In
addition to the Egyptian impairment, we have also determined that the carrying
values of the Oman and Yemen blocks were impaired as the Company has no current
plans to further explore these areas.  These amounts were charged to
the statement of operations during the quarter.




There
were no impairment charges during the three months ended June 30,
2007.




Our other
expenses and income during the three months ended June 30, 2008 resulted in
income of $233,788 versus income of $429,409 for the same period in 2007,
substantially all of which in both periods was interest income on our cash and
cash equivalents.  This decrease is primarily attributed to a lower
interest rate earned on our short-term investments as well as lower cash
balances.  During the quarter, we earned approximately 2.2% on our
short-term investment compared with 4.5% for the three months ended June 30,
2007.




Primarily
due to the asset impairment charge and the increase in expenses due to the
increase in our overall oil and gas activities during the three months ended
June 30, 2008 as compared to the three months ended June 30, 2007, our net loss
increased to $4,783,990 as compared to a net loss of $149,395 in
2007.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the three months ended June 30, 2008, these capitalized
overhead costs were $1,264,099 as compared to $768,577 during the three months
ended June 30, 2007.  The treatment of capitalized overhead costs
remained consistent with the comparable quarter and includes costs relating to
personnel, consultants, their travel, necessary resources and stock-based
compensation directly associated with the advancement of our oil and gas
interests.  The total stock-based compensation capitalized during the
three months ended June 30, 2008 was $133,632 compared with $117,076 for the
three months ended June 30, 2007.  Also included in the current
quarter are $225,000 of costs relating to the purchase of NELP VII bidding data
which were not incurred in the same quarter in 2007.





Six months ended June 30,
2008 and 2007


During
the six months ended June 30, 2008, we had expenses of $5,958,318 compared with
expenses of $1,385,803 during the six months ended June 30, 2007.  The
increase is primarily the result of an asset impairment charge to operations
totaling $3,765,015 and an overall increase in the scale of our participation in
oil and gas exploration activities.




Our
general and administrative expenses increased to $1,169,977 from
$951,287.  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.




For the
six months ended June 30, 2008, the most significant factor increasing our
general and administrative expenses was higher salaries and benefits totaling
$235,381 compared with $69,568 for the six months ended June 30,
2007.  The majority of the increase is due to the timing of hiring
additional accounting and finance personnel as compared to engaging consultants
to complete similar tasks for the same period in 2007.




Page
25


For the
six months ended June 30, 2008, our bank guarantee fees totaled $149,131
compared with $54,200 for the six months ended June 30, 2007.  Our
bank guarantees have been provided to serve as guarantees for the performance of
our minimum commitments on our exploration work programs and were renewed in
April 2008.  As the budget for the exploration work programs are
adjusted, the bank guarantees are modified accordingly.




For the
six months ended June 30, 2008, our stock-based compensation expense was
$366,489 compared to $503,049 for the six months ended June 30,
2007.  Stock-based compensation costs fluctuate based upon the number
of options being granted and the time frame for the options to
vest.




Our
consulting fees increased to $464,261 during the six months ended June 30, 2008
from $68,678 for the six month period ended June 30, 2007.  The
majority of the increase related to the engagement of various parties to assist
us in resolving the CIA dispute.  The remaining increase is a result
of the costs of a consultant to model, test and document our financial internal
controls as required by the Sarbanes Oxley Act which were not incurred in the
same period in 2007.




For the
six months ended June 30, 2008, stock-based compensation costs totaled ($53,827)
compared with ($164,276) for the six months ended June 30, 2007.




Professional
fees increased to $518,696 during the six months ended June 30, 2008 from
$341,494 during the six months ended June 30, 2007.  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.  A significant portion
of the increase for the six months ended June 30, 2008 relates to the
restatement of our prior year financial statements.  In addition,
legal services have been engaged to assist us in resolving the CIA
dispute.




During
the six months ended June 30, 2008, we recorded an impairment charge to the
statement of operations totaling $3,765,015 as discussed above.  There
were no impairment charges during the six months ended June 30,
2007.




Our other
expenses and income during the six months ended June 30, 2008 resulted in income
of $670,089 versus income of $869,611 for the same period in 2007, substantially
all of which in both periods was interest income on our cash and cash
equivalents.  This decrease is primarily attributed to a lower
interest rate earned on our short-term investments as well as lower cash
balances.  During the six months ended June 30, 2008, we earned
approximately 2.8% on our short-term investment compared with 4.9% for the six
months ended June 30, 2007.




Primarily
due to the asset impairment charge and the increase in expenses due to the
increase in our overall oil and gas activities combined with lower interest
income during the six months ended June 30, 2008 as compared to the six months
ended June 30, 2007, our net loss increased to $5,288,292 as compared to a net
loss of $516,192 in 2007.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the six months ended June 30, 2008, these capitalized
overhead costs were $1,845,400 as compared to $1,673,996 during the six months
ended June 30, 2007.  The capitalized cost remained consistent with
the prior year and includes costs relating to personnel, consultants, their
travel, necessary resources and stock-based compensation directly associated
with the advancement of our oil and gas interests.  The total
stock-based compensation capitalized during the six months ended June 30, 2008
was $303,711 compared with $264,280 for the six months ended June 30,
2007.  Also included in capitalized overhead costs for the six months
ended June 30, 2008 was $225,000 of costs relating to the purchase of data under
the most recent GOI exploration bidding round .  These costs were not
incurred in the same period in 2007.







Page
26


Liquidity
and Capital Resources


Liquidity
is a measure of a company’s ability to meet potential cash
requirements.  We have historically met our capital requirements
through the issuance of common stock.




We
currently are funded to meet our minimum exploration commitments and expected
general and administrative expenses for the next 12 months.  However,
we anticipate the continuing bidding and possible acquisition of exploration
blocks that will require additional capital.




Since
inception, we have financed cash flow requirements through the issuance of
common stock for cash and services as well as proceeds from the exercise of
warrants to purchase common equity.  In the future, if we deem it
necessary to raise capital for continued exploration block acquisition, we may
access the debt or equity markets.  There can be no assurance this
capital will be available and if it is not, we may be forced to substantially
curtail or cease exploration block acquisition and/or exploration
expenditures.  No assurance can be made that such financing would be
available, and if available it may take either the form of debt or
equity.  In either case, the financing could have a negative impact on
our financial condition and our stockholders.




We will
incur operating losses over the next twelve months.  Our lack of
operating history makes predictions of future operating results
difficult.  Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of operations, particularly companies in the oil and gas exploration
industry.




To date,
the Company has not earned revenue from these operations and is considered to be
in the development stage.  However, the recoverability of the costs
incurred to date is uncertain and dependent upon achieving commercial production
or sale, the ability of the Company to obtain sufficient financing to fulfill
its obligations under the PSCs in India and upon future profitable operations
and upon finalizing agreements.  At June 30, 2008, Management of the
Company believes the Company has sufficient capital resources which will meet
all obligations and exploration commitments to June 30, 2009.




In
addition to our cash and cash equivalents, we have $8,649,218 (December 31, 2007
- $4,555,480) in restricted deposits which has been set aside to assist us in
meeting our minimum exploration commitments.  We also earn interest
income on these balances.




We expect
our exploration and development activities pursuant to the PSCs we are a party
to, and the related drilling activities in the 10 exploration blocks that we
hold an interest in, will continue through 2008 in accordance with the terms of
those agreements.  During the period April 1, 2008 to March 31, 2009,
based on the current budgets, we anticipate drilling thirty-seven wells which
entails approximately four wells in the KG Offshore Block, three wells in the KG
Onshore Block, twenty-seven wells in our Cambay Blocks (Mehsana, Sanand/Miroli,
Tarapur and Ankleshwar) and three wells in our Rajasthan
Blocks.  These financial commitments will total approximately $22.9M
throughout that period.




A field
development plan was filed with GOI and DGH on May 1, 2008 for the Tarapur field
under the provisions of the PSC.  Further, the Operating Committee for
the Tarapur block recommended that ONGC, as the licensee, apply to the
Government of Gujarat for a mineral lease for the Tarapur discovery area within
the block so production can commence upon approval from the
GOI.  Although the timing is uncertain, production from the Tarapur
field will provide us with a cash inflow to assist with exploration, general and
administrative and other costs.  Government approvals for the field
development plan and the mineral lease have not yet been
received.




At the
time of filing this Report, we are not aware of any facts or circumstances that
lead us to believe that the outcome of the CIA dispute will have a material
effect on our liquidity.  However, although we deny any liability to
GSPC for any amounts claimed, our negotiations with GSPC may lead us to agree to
make certain payments to GSPC solely as an inducement to GSPC to resolve the
dispute.  No such agreement has been made at the date of filing this
report.




We
currently have no specific plans or arrangements to raise additional
capital.  We believe that our available cash resources will be
sufficient to maintain our current level of activities through the period ending
June 30, 2009.




Page
27


Six months ended June 30,
2008 and 2007


The
decrease in our cash and cash equivalents to $31,740,361 from $48,134,858 at
December 31, 2007 is primarily the result of funds used in operating and
investing activities as follows:




Our net
cash used in operating activities during the six months ended June 30, 2008 was
$1,753,065 as compared to $179,143 for the six months ended June 30,
2007.  This increase is mainly related to an increase in higher
general and administrative costs, consulting fees and professional fees in the
six months ended June 30, 2008 versus the six months ended June 30,
2007.




Cash used
by investing activities during the six months ended June 30, 2008 was
$14,641,432 as compared to $3,714,168 during the six months ended June 30,
2007.  This increase is a result of additional expenditures on our oil
and gas activities, including our accounts payable, which is consistent with the
increased scale of our participation and the addition of $5,263,738 in
restricted deposits arising out of our higher budgets for the period April 1,
2008 to March 31, 2009 as compared to the similar prior year
period.




Cash
provided by financing activities for the six months ended June 30, 2008 was $nil
as compared to $26,885,919 during the six months ended June 30,
2007.  During the six months ended June 30, 2007, we completed the
sale of 5,680,000 Units of our securities at $5.00 per Unit for aggregate cash
gross proceeds of $28,400,000 less share issuance costs of
$1,903,046.  Further, during the six months ended June 30, 2007, cash
of $320,675 was provided from the issuance of 317,500 shares of common stock on
the exercise of options. During the six months ended June 30, 2008, there were
no comparable sale of shares or issuance of shares on the exercise of
options.




We
believe that our available cash resources will be sufficient to meet all our
commitments estimated to be approximately $22.9M and our expenses for the period
ended June 30, 2009 for our present level of operations.




We do not
expect to have any significant change in 2008 in our number of
employees.  We believe that current rates of inflation will not have a
material effect on our activities.





Financial
Commitments Under Our PSCs


Each of
the PSCs to which we are a party provide for multi-phase oil and gas exploration
activities involving minimum work programs to be conducted over periods of
years.  Each of the PSCs provide that we, together with our co-parties
to the agreements, are required to make financial commitments in proportion to
our participating interests under the PSCs relating to the exploration
activities to be conducted. Further, the PSCs contain provisions whereby the
parties must provide the GOI a bank guarantee in the amount of 35% of the
participant's share of the minimum work program ("MWP") for a particular phase,
to be undertaken annually during the budget period April 1 to March
31.  We have provided to the GOI bank guarantees for the performance
of such MWP for the budget period April 1, 2008 to March 31, 2009 which are in
the form of irrevocable letters of credit and secured by our term deposits in
the same amount.  The amount of these bank guarantees for each of our
PSCs is as follows:




Exploration
      Blocks – India
            ($
      in millions)KG
      Onshore
            1.5Mehsana
            0.1Sanand/Miroli
            1.3Ankleshwar
            1.5Tarapur
            0.9DS
      03
            0.5DS
      04
            0.2RJ
      20
            1.5RJ
      21
            1.18.6




The KG
Onshore bank guarantee is based on a 10% PI.  Upon receipt of approval
from the GOI with respect to our increase in our PI to 25%, this bank guarantee
and corresponding letter of credit will be increased to $3.69
million.




Costs
incurred in the three months ended June 30, 2008 totalled $0.3 million with
total costs incurred to date being $32.4 million.


Page
28




KG Offshore Block Financial
Commitment


Under the
terms of the CIA, GSPC is responsible for our entire share of any and all costs
incurred during the exploration phase prior to the date of initial commercial
production on this block.  The CIA provides that all of our
proportionate share of capital costs for exploration and development activities
will be recovered by GSPC without interest over the projected production life or
ten years, whichever is less, from oil and natural gas produced on the
exploration block.  We are not entitled to any share of production
until GSPC has recovered our share of the costs and expenses that were paid by
GSPC on our behalf.  We incur certain exploration costs related to the
KG Offshore Block in providing services which are not reimbursable under the
CIA.




KG Onshore Block Financial
Commitment


We will
be required to fund our proportionate share of the costs incurred in the KG
Onshore activities estimated to be approximately $8.5 million over the four
years of the first phase of the work commitment with respect to a 10% PI in the
block and approximately $21.4 million with respect to a 25% PI in the
block.  The budget estimate for the period April 1, 2008 to March 31,
2009 has been prepared and our proportionate share of that budget at 10% is $4.2
million and at 25% is $10.5 million.  This budget entails performing
the required geological surveys and studies for Phase I, as well as a 50 LKM 2-D
seismic acquisition program and the interpretation and processing thereof and
the drilling of 3 exploratory wells.





Mehsana Block Financial
Commitment


Jubilant,
as operator, has elected not to proceed to Phase II and as such, we are not
budgeting funds for exploration activities on the Mehsana Block during the
period April 1, 2008 to March 31, 2009 based on our 10% PI.  We have
not yet received GOI approvals or budgets for future planned appraisal
wells.





Sanand/Miroli Block
Financial Commitment


Budgets
for the estimated total capital expenditures for the exploration activities on
the Sanand/Miroli Block during the period April 1, 2008 to March 31, 2009 have
been prepared and submitted for approval.  They entail the drilling of
six exploratory wells between 2,000 and 2,500 meters each which includes the
remaining two well commitment from Phase I and the three well commitment from
Phase II.  Further, the budget includes the drilling of four wells,
classified as appraisal wells under the PSC, to approximately 2,000 meters
each.  We anticipate the estimated total capital expenditures we will
be required to contribute to the exploration activities on this block during the
period April 1, 2008 to March 31, 2009 based on our 10% PI will be approximately
$4.7 million.





Tarapur Block Financial
Commitment


GSPC on
behalf of the consortium partners has submitted an application to the GOI for an
extension beyond Phase III of the PSC for an additional 12 months from the date
of approval to complete an additional work program of drilling 4 exploration
wells under the GOI new extension policy.  This extension has not yet
been approved.  If the request for the additional 12 months is not
granted, the third and final phase of exploratory activities on the Tarapur
Block would be deemed to have expired on November 22, 2007.  All areas
not encompassing a commercial discovery would be relinquished back to the
GOI.  Oil and Natural Gas Corporation Limited of India has the right
to participate in the development of any commercial discovery on the Tarapur
Block by acquiring a 30% PI as provided under the PSC.  The exercise
of this right would result in the reduction of our PI to 14%.




If the
request for the additional 12 months is granted, estimated total capital
expenditures we will be required to contribute to drill four additional wells on
this block over this period based on our 20% PI will be approximately $2.2
million.




Further,
a 5 well appraisal program has been planned to the northeast of Tarapur#6 well
within the Tarapur west development area to expand the field over the infill 3-D
seismic program completed in 2008.





Ankleshwar Block Financial
Commitment


Budgets
for the estimated total capital expenditures for the exploration activities on
the Ankleshwar Block during the period April 1, 2008 to March 31, 2009 have been
prepared and submitted to the Management Committee for approval.  We
anticipate the amount we will be required to contribute during this period,
based on our 10% PI will be approximately $4.2 million and will entail the
drilling of 14 exploratory wells.





Page
29


Deccan Syneclise Basin
Financial Commitment


We
estimate our expenditures for exploration activities during the period April 1,
2008 to March 31, 2009 for both the DS-03 and DS-04 Blocks will be approximately
$1.8 million based upon our 100% PI.  These expenditures include the
completion of the documentation and reports to the gravity magnetic and
geochemical surveys along with the acquisition of a 2-D seismic of approximately
50 line kms.  We further estimate that the costs to be incurred after
March 31, 2009 to complete our Phase I commitments will be approximately $2.0
million.  We have a 100% PI in both of the DS blocks.





Rajasthan Basin Financial
Commitment


We will
be required to fund our 25% proportionate share of the costs incurred on both
these blocks which is estimated to be approximately $18.3 million over the four
years of the first phase of the work commitments for both blocks.  The
budget estimate for the period April 1, 2008 to March 31, 2009 has been set and
our 25% proportionate share of that budget on both blocks is approximately $7.2
million. This budget entails performing the required surveys, the 2D and the 3D
seismic acquisition program and the interpretation and processing thereof and
the drilling of three wells.





ITEM
3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET
RISK





Market
risk is the potential loss arising from changes in market rates and
prices.  We are exposed to the impact of market fluctuations
associated with the following:





Commodity
Price Risk


Oil and
natural gas prices are subject to wide fluctuations and market uncertainties due
to a variety of factors that are beyond our control.  These factors
include the level of global demand for petroleum products, international supply
of oil and gas, the establishment of and compliance with production quotas by
oil exporting countries, weather conditions, the price and availability of
alternative fuels, and overall economic conditions, both international and
domestic.  We cannot predict future oil and gas prices with any degree
of certainty.  Sustained weakness in oil and gas prices may adversely
affect our ability to obtain capital to fund our activities and could in the
future require a reduction in the carrying value of our oil and gas
properties.  Similarly, an improvement in oil and gas prices can have
a favorable impact on our financial condition, results of operations and capital
resources.




At June
30, 2008, we have not entered into any market risk sensitive instruments, as
such term is defined in Item 305 of Regulation S-K relating to oil and natural
gas.





Interest
Rate Risk


At June
30, 2008, we had approximately $31.7 million in cash and cash
equivalents.  Substantially, all these funds are held in U.S. dollars
and our cash equivalents are invested in high-quality credit instruments,
primarily of money market funds with maturities of 90 days or
less.  We do not expect any material loss from cash equivalents, and
therefore we believe our interest rate exposure on invested funds is not
material.  Fluctuations in interest rates can be expected to affect
the interest income we receive on the invested funds.




At June
30, 2008, we had no long-term debt outstanding and held no market risk sensitive
instruments related to the interest rate risk.





Foreign
Currency Risk


Substantially,
all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
denominated securities. At June 30, 2008, we had no operating
revenues.  Certain of our expenses are fixed or denominated by foreign
currencies including the Canadian dollar and the Indian Rupees.  We
are exposed to market risks associated with fluctuations in foreign currency
exchange rates related to our transactions denominated in currencies other than
the U.S. dollar.




At June
30, 2008, we had not entered into any market risk sensitive instruments relating
to our foreign currency exchange risk.





Trading
Risks


We have
no market risk sensitive instruments held for trading purposes.





Page
30


ITEM
4.                       
CONTROLS AND PROCEDURES





Disclosure
Controls


Our
management, with participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures as of June 30, 2008. Disclosure controls and procedures are
defined under SEC rules as controls and other procedures that are designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Securities Exchange
Act of 1934 is accumulated and communicated to the company's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control
objectives.




Based on
the identification of the material weaknesses in our internal control over
financial reporting described in our Annual Report on Form 10-K for the year
ended December 31, 2007 and the resulting delay in timely filing of that Report
and the March 31, 2008 Form 10-Q, the Chief Executive Officer and the Chief
Financial Officer have concluded that our disclosure controls and procedures
were not effective as of June 30, 2008, however, along with the Plan as
disclosed in our Form 10-K for the year ended December 31, 2007, we continue to
take steps to correct this situation.





Changes
in Internal Controls


No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act) occurred during the quarter
ended June 30, 2008 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.








PART
II


OTHER
INFORMATION





ITEM
1A.                     RISK FACTORS





Risks
relating to us are described in detail in Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2007 filed on June 10,
2008.  Changes to certain of those risk factors which may be deemed to
be material have been included in this quarterly report.  Reference
should be made to our Annual Report as well as to the following for complete
information regarding all risk factors material to investors.





GSPC Is Seeking a Payment
From Us In the Amount Of Approximately $74 Million plus interest as of June 30,
2008  On Account of GSPC’s Exploration Costs On the KG Offshore
Block


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




GSPC
contends that this excess amount is not within the terms of the
CIA.  GSPC asserts that we are required to pay 10% of the exploration
expenses over and above gross costs of $59.23 million (10% being $5.92 million)
(including the net 5% interest of Roy Group (Mauritius) Inc.) plus
interest.




Based on
the most recent information available from GSPC, GSPC is seeking a payment from
us in the amount of approximately $74 million plus interest as of June 30, 2008,
of which 50% is for the account of RGM.  GeoGlobal disputes this
assertion of GSPC.




Page
31


We have
advised GSPC that, under the terms of the CIA, the terms of which are also
incorporated into the PSC and the Joint Operating Agreement dated August 7, 2003
between the parties, it has no right to seek the payment and that we believe the
payment GSPC is seeking is in breach of the CIA.  We further reminded
GSPC that we have fulfilled over the past five years our obligations under the
CIA to provide extensive technical assistance without any further remuneration
other than the carried interest, all in accordance with the terms of the
CIA.  In furtherance of our position, we have obtained the opinion of
prominent Indian legal counsel who has advised us that, among other things,
under the terms of the agreements between the parties, and in particular the
CIA, we are not liable to pay any amount to GSPC for either costs and expenses
incurred or otherwise before reaching the stage of commercial
production.




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




We intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the CIA, the PSC and the JOA as may be
appropriate.  However, there can be no assurance that GSPC will not
institute arbitration or other proceedings seeking to recover the sum or
otherwise contend we are in breach of the PSC or that the effect of GSPC seeking
payment of this sum may not hinder our capital raising and other
activities.  In September 2007, we commenced discussions with GSPC in
an effort to reach an amicable resolution, however, no agreement has been
reached as of August 7, 2008.





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


Our PSCs
relating to our exploration blocks in India provide that by the end of the first
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells or performed certain exploration
activities.  The first phase of the exploration period relating to the
PSC for the KG Offshore Block expired without the required minimum of at least
fourteen exploration wells being drilled during the first phase.  GSPC
is the operator on the KG Offshore.  The PSCs also have provisions for
termination of the PSC on account of various reasons specified therein including
material breach of the contract.  This failure to timely complete the
minimum work commitment may be deemed to constitute such a
breach.  Termination rights can be exercised after giving ninety days
written notice.  The termination of a PSCby the GOI would result
in the loss of our interest in the PSC other than contract areas of the PSC
determined to encompass "commercial discoveries".




The PSC
sets forth procedures whereby the operator can obtain the review of the
Management Committee under the PSC as to whether a discovery on the exploration
block should be declared a commercial discovery under the PSC.  Those
procedures have not been completed at present with respect to the discovery on
the KG Offshore Block.  Although GSPC submitted, subsequent to end of
Phase I, an application to have an area declared as a commercial discovery, as
of August 7, 2008, no areas on the KG Offshore Block have been determined
formally to encompass "commercial discoveries" as that term is defined under the
PSC.  In the event a PSC is terminated by the GOI, or in the event the
work program is not fulfilled by the end of the relevant exploration phase, the
PSC provides that each party to the PSC is to pay to the GOI its participating
interest share of an amount which is equal to the amount that would be required
to complete the minimum work program for that phase.




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




GSPC, as
operator of the Tarapur Block, has submitted an application for an extension
beyond Phase III of the PSC for an additional twelve months to complete an
additional work program of drilling four wells under the GOI new extension
policy which has not yet been approved.  The parties to the PSC have
agreed to provide a 35% bank guarantee of $3.1 million and a 30% cash payment of
$2.7 million for this additional work programme.  GOI consent to this
application has not yet been approved or received.  Through June 30,
2008, we have incurred costs of approximately $10.1 million under the terms of
our agreement with GSPC for our 20% PI share of exploration costs.  If
the above request for an additional 12 months is not granted, the third and
final phase of exploratory activities on the Tarapur Block will have expired on
November 22, 2007.  The work commitment to drill one well to a depth
of 3,000 meters or to the Deccan trap has been completed and, under the terms of
the PSC, all areas not encompassing a commercial discovery after November 22,
2007 would be relinquished back to the GOI and our investment in exploration
costs on areas that will be required to be relinquished back to the GOI will
have been lost.


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32


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




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




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




As of
June 30, 2008, we had cash and cash equivalents of approximately $31.7
million.  We currently expect that our available cash will be
sufficient to fund us through to June 30, 2009 at our present level of
operations on the ten exploration blocks in which we are currently a participant
in.  Although exploration activity budgets are subject to ongoing
review and revision, our present estimate of our commitments of capital pursuant
to the terms of our PSCs relating to our ten exploration blocks, excluding the
KG Onshore Block and the Tarapur Block, totals approximately $16.6 million
during the period July 1, 2008 to June 30, 2009.  We anticipate
expenditures on the Tarapur Block, if the 12 month extension is granted to be
$2.1 million for the same period.  Further, we anticipate our
expenditures on the KG Onshore Block to be $4.2 million based upon a 10%
PI.  Upon receipt of approval from the GOI for the increase to a 25%
PI, these expenditures will increase to $10.5 million.  Any further
PSCs 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.





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


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


Page
33


·
            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, our estimates as to the
      anticipated annual costs of those activities and the adequacy of our
      capital to meet our requirements for our present and anticipated levels of
      activities are all forward-looking
statements.




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


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


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


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


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


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


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


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




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




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





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


Page
34











SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.











GEOGLOBAL RESOURCES
INC.


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


(Registrant)





August
11,
2008                                  
/s/ Jean Paul Roy


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


Jean Paul Roy


President and Chief Executive
Officer


(Principal Executive Officer
and Director)





August
11,
2008                                
   /s/ Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Principal Financial and
Accounting)