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 March 31, 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 June 26, 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 March 31, 2008 and
              December
      31, 2007 (Unaudited)
            
            3Consolidated
      Statements of Operations for the three months ended
              March
      31, 2008 and March 31, 2007 and for the period from inception
      on
              August
      21, 2002 to March 31, 2008 (Unaudited)
            
            4Consolidated
      Statements of Changes in Stockholders' Equity
            
            5Consolidated
      Statements of Cash Flows for the three months ended
              March
      31, 2008 and March 31, 2007 and for the period from inception
      on
              August
      21, 2002 to March 31, 2008 (Unaudited)
            
            6Notes
      to the Consolidated Financial Statements as at March 31, 2008
      (Unaudited)
            
            7-19Item
      2.
            
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            20Item
      3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            29Item
      4.
            
            Controls
      and Procedures
            
            30PART
      II
            
            OTHER
      INFORMATIONItem
      1A.
            
            Risk
      Factors
            
            30Item
      6.
            
            Exhibits
            
            34














PART
I.                      FINANCIAL
INFORMATION


ITEM
1.                      FINANCIAL
STATEMENTS





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      BALANCE SHEETS
              (Unaudited)March
      31, 2008
            
            
            December
      31, 2007AssetsCurrentCash
      and cash equivalents
            
            
            40,608,240
            
            
            
            48,134,858Accounts
      receivable
            
            
            609,560
            
            
            
            171,977Prepaids
      and deposits
            
            
            162,935
            
            
            
            100,05241,380,735
            
            
            
            48,406,887Restricted
      deposits
            
            
            8,580,480
            
            
            
            4,555,480Property
      and equipment (note 3)
            
            
            155,793
            
            
            
            157,398Oil
      and gas interests, not subject to depletion (note 4)
            
            
            31,817,223
            
            
            
            27,099,54781,934,231
            
            
            
            80,219,312LiabilitiesCurrentAccounts
      payable
            
            
            5,324,692
            
            
            
            3,908,506Accrued
      liabilities
            
            
            2,663,875
            
            
            
            2,355,322Due
      to related companies (note 8)
            
            
            75,003
            
            
            
            66,1528,063,570
            
            
            
            6,329,980Asset
      retirement obligation (note 5)
            
            
            461,981
            
            
            
            318,9228,525,551
            
            
            
            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
            
            
            83,133,629
            
            
            
            82,791,057Deficit
      accumulated during the development stage
            
            
            (9,782,563
            )
            
            
            (9,278,261
            )73,408,680
            
            
            
            73,570,41081,934,231
            
            
            
            80,219,312See
      Guarantees (note 11), Commitments (note 12) and Contingencies (note
      13)
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements











GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF OPERATIONS
              (Unaudited)Three
      months
              ended
              Mar
      31, 2008
            
            
            Three
      months ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2008Restated
              note
      7cExpensesGeneral
      and administrative
            
            
            505,288
            
            
            
            472,576
            
            
            
            5,781,162Consulting
      fees
            
            
            301,988
            
            
            
            91,201
            
            
            
            5,462,702Professional
      fees
            
            
            114,317
            
            
            
            231,572
            
            
            
            1,904,964Depreciation
            
            
            12,632
            
            
            
            11,650
            
            
            
            279,367Accretion
      expense
            
            
            6,378
            
            
            
            --
            
            
            
            6,378940,603
            
            
            
            806,999
            
            
            
            13,434,573Other
      expenses (income)Consulting
      fees recovered
            
            
            --
            
            
            
            --
            
            
            
            (66,025
            )Equipment
      costs recovered
            
            
            --
            
            
            
            --
            
            
            
            (19,395
            )Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Foreign
      exchange (gain) loss
            
            
            12,701
            
            
            
            (4,509
            )
            
            
            17,738Interest
      income
            
            
            (449,002
            )
            
            
            (435,693
            )
            
            
            (4,862,100
            )(436,301
            )
            
            
            (440,202
            )
            
            
            (4,972,010
            )Net
      loss and comprehensive loss for the period
            
            
            (504,302
            )
            
            
            (366,797
            )
            
            
            (8,462,563
            )Net loss per share – basic and
      diluted(note 9)
            
            
            (0.01
            )
            
            
            (0.01
            )





The accompanying notes are an integral
part of these Interim Consolidated Financial Statements














GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITYNumber
      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
            )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
            )
            
            
            73,570,410Common
      shares issued during the periodStock-based
      compensation (note 7b)
            
            
            --
            
            
            
            --
            
            
            
            342,572
            
            
            
            --
            
            
            
            342,572Net
      loss and comprehensive loss for the period
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (504,302
            )
            
            
            (504,302
            )Balance
      as at March 31, 2008
            
            
            72,205,755
            
            
            
            57,614
            
            
            
            83,133,629
            
            
            
            (9,782,563
            )
            
            
            73,408,680See
      note 6 for further information
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements








GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF CASH FLOWSThree
      months
              ended
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2008Restated
              Note
      7cCash
      flows provided by (used in) operating activitiesNet
      loss
            
            
            (504,302
            )
            
            
            (366,797
            )
            
            
            (8,462,563
            )Adjustments
      to reconcile net loss to net cash used
              in
      operating activities:Accretion
      expense (note 5)
            
            
            6,378
            
            
            
            --
            
            
            
            6,378Depreciation
            
            
            12,632
            
            
            
            11,650
            
            
            
            279,367Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation (note 7b)
            
            
            172,493
            
            
            
            262,482
            
            
            
            5,458,1382005
      Compensation Option and Warrant
              modification
            
            
            --
            
            
            
            --
            
            
            
            240,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            (162,014
            )
            
            
            43,068
            
            
            
            (258,991
            )Prepaids
      and deposits
            
            
            17,775
            
            
            
            (112,260
            )
            
            
            (47,882
            )Accounts
      payable
            
            
            (227,047
            )
            
            
            124,034
            
            
            
            100,611Accrued
      liabilities
            
            
            (230,000
            )
            
            
            --
            
            
            
            210,000Due
      to related companies
            
            
            8,851
            
            
            
            (24,709
            )
            
            
            33,247(905,234
            )
            
            
            (62,532
            )
            
            
            (2,483,923
            )Cash
      flows provided by (used in) investing activitiesOil
      and gas interests
            
            
            (4,410,916
            )
            
            
            (1,496,603
            )
            
            
            (27,174,252
            )Property
      and equipment:
            
            
            (11,027
            )
            
            
            (350,744
            )
            
            
            (475,732
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      deposits
            
            
            (4,025,000
            )
            
            
            396,073
            
            
            
            (8,580,480
            )Changes
      in investing assets and liabilities:Cash
      call receivable
            
            
            (275,569
            )
            
            
            --
            
            
            
            (275,569
            )Prepaids
      and deposits
            
            
            (80,658
            )
            
            
            --
            
            
            
            (115,053
            )Accounts
      payable
            
            
            1,643,233
            
            
            
            (1,572,903
            )
            
            
            5,175,073Accrued
      liabilities
            
            
            538,553
            
            
            
            237,643
            
            
            
            2,453,875(6,621,384
            )
            
            
            (2,786,534
            )
            
            
            (25,874,672
            )Cash
      flows provided by (used in) financing activitiesProceeds
      from issuance of common shares
            
            
            --
            
            
            
            20,200
            
            
            
            74,952,165Share
      issuance costs
            
            
            --
            
            
            
            --
            
            
            
            (4,073,388
            )Changes
      in financing liabilities:Note
      payable
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            --
            
            
            
            --
            
            
            
            61,078Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            26,980--
            
            
            
            20,200
            
            
            
            68,966,835Net
      increase (decrease) in cash and cash equivalents
            
            
            (7,526,618
            )
            
            
            (2,828,866
            )
            
            
            40,608,240Cash
      and cash equivalents, beginning of period
            
            
            48,134,858
            
            
            
            32,362,978
            
            
            
            --Cash
      and cash equivalents, end of period
            
            
            40,608,240
            
            
            
            29,534,112
            
            
            
            40,608,240Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            358,421
            
            
            
            83,453
            
            
            
            358,421Short
      term deposits
            
            
            40,249,819
            
            
            
            29,450,659
            
            
            
            40,249,81940,608,240
            
            
            
            29,534,112
            
            
            
            40,608,240Cash
      taxes paid during the period
            
            
            11,850
            
            
            
            5,375
            
            
            
            77,363The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements


GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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 March 31, 2008, Management of the Company
believes the Company has sufficient capital resources which will meet all
obligations and exploration commitments to March 31, 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 March 31, 2008, the results of operations and it's
cash flows for the three months ended March 31, 2008, 2007 and for the period
from inception of August 21, 2002 to March 31, 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).




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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 our financial instruments, the adoption
of SFAS 157 did not have an impact on our financial position, results of
operations or cash flows.  Beginning January 1, 2009, we 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.  We are in the process of evaluating this standard with respect
to our effect on nonfinancial assets and liabilities and have not yet determined
the impact that it will have on our 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 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.  The Company does not currently have any Level 1
      inputs.


·
            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.  The Company does not
      currently have any Level 2 inputs.


·
            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




March
      31, 2008
            
            
            December
      31, 2007Computer
      and office equipment
            
            
            392,933
            
            
            
            381,905Accumulated
      depreciation
            
            
            (237,139
            )
            
            
            (224,507
            )155,794
            
            
            
            157,398





GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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 quarter ended March 31, 2008
            
            
            4,717,676Balance
      – March 31, 2008
            
            
            31,817,223




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.  In addition,
exploration costs include costs incurred in evaluating and bidding on other
blocks in Egypt and the Middle East.




b)         Carried
Interest Agreement


On
      August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the
      Company a 10% Carried Interest (“CI”) (net 5%) 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
March 31, 2008, GSPC has incurred costs of approximately $72.5 million
attributable to GeoGlobal under the CIA of which 50% is for the account of
RGM.




GeoGlobal
has been advised by GSPC, that GSPC is seeking payment of the amount by which
the exploration costs attributable to GeoGlobal under the PSC relating to the KG
Offshore Block exceeds the amount that GSPC deems it is obligated to pay on
behalf of GeoGlobal (including the net 5% participating interest of RGM) under
the terms of the CIA.  GSPC asserts that the Company is required to
pay 10% of the exploration expenses over and above gross costs of $59.23 million
(10% being $5.92 million).  GeoGlobal disputes this assertion of
GSPC.  See note 13a.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


5.         Asset
Retirement Obligation




Asset
retirement obligations are recorded for an obligation where the Company will be
required to retire, dismantlement, abandon and restore tangible long-lived
assets.




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




March
      31, 2008
            
            
            December
      31, 2007Asset
      retirement obligation at beginning of period
            
            
            318,922
            
            
            
            --Obligations
      incurred
            
            
            136,681
            
            
            
            318,922Accretion
            
            
            6,378
            
            
            
            --Asset
      retirement obligation at end of period
            
            
            461,981
            
            
            
            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.





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 March 31, 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
March 31, 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
March 31, 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.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


6.         Capital
Stock (continued)




iii)
            2005
      Compensation Options




As at
March 31, 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
March 31, 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
March 31, 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.




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 "Plan"), as amended, 12,000,000
common shares have been reserved for issuance on exercise of options granted
under the Plan.  As at March 31, 2008, the Company had 2,380,697
(December 31, 2007 – 2,380,697) common shares remaining for the grant of options
under the Plan.  The Board of Directors of the Company may amend or
modify the Plan at any time, subject to any required stockholder
approval.  The Plan will terminate on the earliest of: (i) 10 years
after the Plan Effective Date, being December 2008; (ii) the date on which all
shares available for issuance under the Plan have been issued as fully-vested
shares; or, (iii) the termination of all outstanding options in connection with
certain changes in control or ownership of the Company.




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.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


7.         Stock
Options (continued)




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




Three
      months
              ended
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception
              Aug
      21, 2002
              to
      Mar 31, 2008Restated
              note
      7cStock-based
      compensationConsolidated
      Statements of OperationsGeneral
      and administrative
            
            
            181,104
            
            
            
            268,666
            
            
            
            2,159,405Consulting
      fees
            
            
            (8,611
            )
            
            
            (6,183
            )
            
            
            3,298,733172,493
            
            
            
            262,483
            
            
            
            5,458,138Consolidated
      Balance SheetsOil
      and gas interests
            
            
            170,079
            
            
            
            147,204
            
            
            
            4,187,368342,572
            
            
            
            409,687
            
            
            
            9,645,506




c)         Restatement


The
periods ended March 31, 2007 and the period from inception August 21, 2002 to
March 31, 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 period ended March 31, 2007 and for the period
from inception of August 21, 2002 to March 31, 2007.




As
      Reported
            
            
            Adjustment
            
            
            As
      Restated3
      months ended
              Mar
      31, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007
            
            
            3
      months
              ended
              Mar
      31, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007
            
            
            3
      months ended
              Mar
      31, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007Statements
      of OperationsGeneral
      & administrative
            
            
            387,000
            
            
            
            2,897,716
            
            
            
            85,576
            
            
            
            570,502
            
            
            
            472,576
            
            
            
            3,468,218Consulting
      fees
            
            
            266,540
            
            
            
            2,130,791
            
            
            
            (175,339
            )
            
            
            2,764,212
            
            
            
            91,201
            
            
            
            4,895,003Net
      loss and
              comprehensive
      loss
            
            
            (456,560
            )
            
            
            (3,447,234
            )
            
            
            89,763
            
            
            
            (3,334,714
            )
            
            
            (366,797
            )
            
            
            (6,781,948
            )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.


GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


7.         Stock
Options (continued)




d)         Black-Scholes
Assumptions


During
the periods ended March 31, 2008 and 2007, no options were granted to the
Company's directors and employees under the terms of the 1998 Stock Incentive
Plan.




During
the periods ended March 31, 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 more readily
measurable that the fair value of services rendered. The fair value of each
option granted to non-employee consultants is calculated at each reporting date
using the Black-Scholes option-pricing model.  Weighted average
assumptions used in the valuation are disclosed in the following
table:




Three
      months ended
              Mar
      31, 2008
            Three
      months ended
              Mar
      31, 2007Fair
      value of stock options granted (per option)
            1.50
            2.87Risk-free
      interest rate
            1.62%
            4.95%Volatility
            122%
            76%Expected
      life
            2.2
      years
            1.0
      yearsDividend
      yield
            0%
            0%




e)         Stock
option table


The
      following table summarized option activity during the three months ended
      March 31, 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 March 31, 2008
            4,470,000
            4.04
            4.12
      years
            1,014,000Exercisable
      at March 31, 2008
            3,020,833
            3.62
            4.41
      years
            1,014,000




During
the three months ended March 31, 2008 and March 31, 2007, cash received on
exercise of stock options was $nil and $20,200 respectively.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


7.         Stock
Options (continued)




During
the period ended March 31, 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
            Mar
      31/08
            Mar
      31/08mm/dd/yy
            $
            $
            mm/dd/yy
            mm/dd/yy
            #
            ii)
      #
            iv)
      #
            iii)
      #
            #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
            06/20/08
            200,000
            --
            --
            200,000
            --07/03/07
            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
            3,020,833





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.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            43,750
            
            
            
            17,500
            
            
            
            312,417Consolidated
      Balance SheetsOil
      and gas interests
            
            
            43,750
            
            
            
            70,000
            
            
            
            1,118,41687,500
            
            
            
            87,500
            
            
            
            1,430,833




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
            
            
            --
            
            
            
            14,263
            
            
            
            114,100Consolidated
      Balance SheetsOil
      & gas interests
            
            
            --
            
            
            
            57,050
            
            
            
            456,400--
            
            
            
            71,313
            
            
            
            570,500




At March
31, 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 charged consulting fees up to December
31, 2007 for management, financial and accounting services rendered, as outlined
and recorded below:




Three
      months
              ended
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            53,187
            
            
            
            46,250
            
            
            
            754,902




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
            
            
            --
            
            
            
            71,313
            
            
            
            570,500




At March
31, 2008, the Company owed DI $33,294 (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.




GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            24,291
            
            
            
            13,550
            
            
            
            219,998




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
            
            
            (4,513
            )
            
            
            (2,650
            )
            
            
            611,692




At March
31, 2008, the Company owed Amicus Services Inc. $8,517 (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
              Mar
      31, 2008
            
            
            Three
      months
              ended
              Mar
      31, 2007Net
      loss for the period
            
            
            (504,302
            )
            
            
            (366,797
            )Weighted
      average number of common shares outstanding:Basic
            
            
            67,205,755
            
            
            
            61,214,700Impact
      of securities convertible into common shares
            
            
            408,886
            
            
            
            1,628,590Diluted
            
            
            67,614,641
            
            
            
            62,843,290Net
      loss per share - basic and diluted
            
            
            (0.01
            )
            
            
            (0.01
            )Number
      of securities excluded from denominator as anti-dilutive:Stock
      options
            
            
            3,870,000
            
            
            
            190,000Warrants
            
            
            4,966,200
            
            
            
            2,126,200Compensation
      options
            
            
            535,944
            
            
            
            195,1449,372,144
            
            
            
            2,511,344




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





GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


10.         Segmented
Information




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




March
      31, 2008
            
            
            December
      31, 2007Oil
      & gas interestsIndia
            
            
            29,257,144
            
            
            
            24,539,932Egypt
            
            
            2,447,525
            
            
            
            2,447,061Middle
      East
            
            
            112,554
            
            
            
            112,55431,817,223
            
            
            
            27,099,547





11.         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 March 31, 2008, the
Company has provided $8,510,000 (December 31, 2007 - $4,485,000) in performance
guarantees.





12.
            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 our
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)
            April
      1, 2008 to
              March
      31, 2009
            After
              March
      31, 2009
            TotalMehsana
      Block
            1.0
            --
            1.0Sanand/Miroli
      Block
            4.7
            --
            4.7Ankleshwar
      Block
            4.2
            --
            4.2Tarapur
      Block
            2.9
            --
            2.9DS03
      and DS04 Blocks
            1.8
            2.0
            3.8KG
      Onshore Block
            4.2
            4.3
            8.5RJ20
      and RJ 21 Blocks
            7.2
            11.1
            18.326.0
            17.4
            43.4




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% pursuant to the terms of the KG
Onshore PSC and upon approval from the GOI, the financial commitments would
increase by approximately $6.3 million for the period April 1, 2008 to March 31,
2009 and $6.6 million for the period after March 31, 2009.  Certain
exploration costs related to the KG Offshore Block are incurred solely by and on
behalf of the Company in providing its services under the CIA and are therefore
not reimbursable.





GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


13.         Contingencies




a)
            Carried
      Interest Dispute


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 $72.5 million on
behalf of the Company as of March 31, 2008, of which 50% is for the account of
RGM.




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. Estimated
gross costs for the upcoming twelve month period is 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.




b)         Egyptian
Blocks


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




These
blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and
onshore exploration Block 8 (also referred to as South Diyur) in the Arab
Republic of Egypt.  On March 22, 2008 GSPC entered into two concession
agreements covering these blocks with the Arab Republic of Egypt.




On
January 8, 2008, effective December 31, 2007, the Company entered into two
agreements with GSPC. An Assignment Agreement sets out the terms whereby the
Company assigned to GSPC all of their 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 June 15,
2008 to reacquire all or a portion of those rights.  As at June 26,
2008, the term of the Option Agreement has expired, however, the Company remains
in negotiations with GSPC for a further extension with respect to this
agreement.




The terms
of the Option Agreement were that in the event the Company exercised the option,
the Company would have been required to pay to GSPC their pro rata share of all
costs and expenses from the effective date of the option agreement (December 31,
2007). The Company would also have to provide to GSPC bank guarantees equal to
the remaining 98%, based upon their share of the rights the Company elects to
reacquire, of the total financial commitment for conducting the first
exploration phase on the two exploration blocks.  If the Company had
elected to reacquire and participate to the full 30% of the option, these
additional bank guarantees would amount to approximately $56.4
million.  In addition to the non-refundable $1.2 million of bank
guarantees, the Company's oil and gas interests included at March 31, 2008
approximately $2.4 million relating to the Company's interests in the two
exploration blocks.  In the event we fail to exercise any portion of
the option, we will be required to recognize a charge to the Statement of
Operations in the amount of approximately $3.6 million.





GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2008


14.         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 March 31, 2008.




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





15.
            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.




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.





ITEM
      2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF 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
March 31, 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
March 31, 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").




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


Under the
PSCs, the GOI has granted to the contracting parties the right to engage in oil
and natural gas exploration activities on the exploration blocks for specified
terms of years with each contract setting forth the exploration activities to be
conducted over periods of years in two or three phases.  These PSCs
contain provisions relating to procedures to be followed once a discovery of
hydrocarbons is determined to have been made within the exploration block and
for the further development of that discovery.  Following the
completion of a development plan for a discovery, the parties are to apply to
the relevant government entity for a lease with respect to the area to be
developed with an initial term of 20 years for the lease.




Among
other provisions, the contracts contain restrictions on the assignment of a
participating interest, including a change in control of a partner, without the
consent of the GOI, subject to certain exceptions which include, among others, a
partner encumbering its interest subject to certain limitations.




Below is
a summary description of information relating to the PSCs to which we are a
party and the activities conducted on those exploration
blocks.  Additional information regarding these PSCs and drilling
activities heretofore undertaken on those blocks can be found in our annual
report on Form 10-K for the year ended December 31, 2007 (filed June 10, 2008)
and our Current Report on Form 8-K dated June 17, 2008 (filed June 19,
2008).







Krishna Godavari Offshore
Block


We have a
net 5% carried interest in an area of approximately 1,850 square kilometers
known as the "KG Offshore Block".  A 10% carried interest in the KG
Offshore was awarded to us along with Gujarat State Petroleum Corporation
(“GSPC”) and Jubilant Offshore Drilling ("Jubilant") in February 2003 in the GOI
NELP-III bidding round.  Half of our 10% interest in the KG Offshore
Block is subject to a March 2003 Participating Interest Agreement (“PIA”)
described below. See “Participating Interest Agreement.”  This PSC
covers three phases of exploration which include a minimum exploratory drilling
program, completion of 2-D and 3-D seismic programs, and bathymetric surveys and
analysis.  The PSC commenced on March 12, 2003 and has a 6.5 year
term.




On July
4, 2007, the Directorate General of Hydrocarbons, a body under the Ministry of
Petroleum & Natural Gas (“DGH”) advised the contracting parties that the GOI
had issued two new policy guidelines relating to the duration of exploration
phases under certain PSCs.  Policy I covers the merging of the
duration of the exploration phases I and II for PSCs granted under NELP III and
NELP IV into a new phase to be called New Phase I and to merge the minimum work
program ("MWP") of Phase II and III to be called New Phase II.  Policy
II covers the substitution of additional meterage drilled in deeper wells
against the total meterage commitment as part of the MWP in the
PSCs.




In July,
2007, GSPC, on behalf of the contracting parties, notified the DGH that it was
exercising the option granted under the Policy I of the new policies to: (1)
request a merger of the duration of the exploration Phases I and II of the KG
Offshore Block MWP, now referred to as the New Phase I with the effect of
establishing a new work program phase expiring March 11, 2008; and (2) to merge
the MWP of Phase II and Phase III into a new phase to be called New Phase
II.  In addition, GSPC exercised the option under Policy II to
substitute a total meterage drilled commitment in the new work program phase
that would be irrespective of the number of wells drilled.  Under
these new policies, any contractor who exercises this option would be required
to relinquish 50% of the contract area at the end of the New Phase
I.




If the
merger is granted, the MWP for the New Phase I would be to drill 33,102
meters.  GSPC informed DGH that as at September 17, 2007 a total of
33,224 meters have been drilled, and as such, subject to the GOI approval of the
merger of Phases I and II, the MWP for the New Phase I has been
completed.  At the end of the New Phase I on March 11, 2008, the
contracting parties were required to relinquish 50% of the Contract Area of the
KG Offshore Block that is not a Discovery or Development Area as defined in the
PSC.  The New Phase II would have a term of 1.5 years expiring
September 11, 2009 and the drilling of a further 12,250 meters would be required
in order to meet the MWP.  Approval of the merger of the Phase I and
II into a New Phase I and the merger of the MWP of existing Phase II and Phase
III as New Phase II from the GOI along with the requirement of the
relinquishment of 50% of the Contract Area is currently
outstanding.




Unless
approval is granted by the GOI to merge Phases I and II of the work program, we
may be liable for the consequences of non-fulfillment of the minimum work
commitment in the stated time frame under the PSC including the loss of our
interest in the KG Offshore Block.  In the event the PSC for the KG
Offshore Block is terminated by the GOI, the contract provides that each party
to the contract is to pay to the GOI its participating interest share of an
amount which is equal to the amount that would be required to complete the
minimum work program for that phase.  We are of the view that GSPC,
under the terms of our CIA, would be liable for our participating interest share
of the amount required to complete the phase.




During
the quarter, the Company continued drilling wells KG#22 and
KG#31.  The well KG#22 has since been cased and logged and is
currently being tested while the well KG#31 ST-4 continues to
drill.   One of the contracted jack-up rigs was moved to dry-dock
for routine maintenance and inspection.  Upon completion, it is
intended that the rig will be mobilized to a new location on the KG Offshore
Block.




Subsequent
to quarter end, well KG#19 was spud and drilled to approximately 897 meters
before mechanical issues forced the rig to suspend operations.  The
rig is being returned to port for repairs and as such, well KG#19 has been
suspended until the rig returns or another rig becomes available.







The
Carried Interest Agreement


Under the
terms of the carried interest agreement ("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.  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.




The
Participating Interest Agreement


We have
agreed to prospectively assign half of the original 10% interest under this PSC
to Roy Group (Mauritius) Inc. (“RGM”), a company controlled by a director and
officer of our company, pursuant to a Participating Interest Agreement
("PIA").  The assignment is subject to the GOI
consent.  Absent such consent, the assignment will not occur and we
are to provide RGM with an economic benefit equivalent to the interest to be
assigned. As at the time of filing, we have not obtained the consent of the GOI
to this assignment.




Carried
Interest Agreement Dispute


We have
been advised by GSPC, that it is seeking payment of the amount by which the
exploration costs attributable to us relating to the KG Offshore Block exceeds
the amount that GSPC deems it is obligated to pay on our behalf (including the
net 5% PI of RGM) under the terms of the CIA.  GSPC is asserting that
we are required to pay 10% of the exploration costs over and above gross costs
of $59.2 million.  We estimate based upon the most recent information
available to us, that as of March 31, 2008 GSPC has incurred costs of
approximately $72.5 million on our behalf of which 50% is for the account of
RGM.




We have
advised GSPC that, under the terms of the CIA, GSPC has no basis to seek the
payment and that we believe the payment GSPC is seeking is in breach of the
CIA.  We obtained the opinion of external Indian legal counsel which
supports our position with respect to the dispute.  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.  We have been engaged in discussions with GSPC seeking a
resolution to this dispute; however, no agreement has been reached as of the
date of filing.





Krishna Godavari Onshore
Block


We have a
10% participating interest in an area of approximately 548 square kilometers
known as the "KG Onshore Block".  This block was awarded to us and Oil
India Limited ("OIL") in the GOI NELP-VI bidding round. We, along with our
venture partner, have entered into a PSC which is divided into 2 phases, whereby
each phase requires a minimum drill program, completion of 3-D seismic programs,
and gravity and magnetic and geochemical surveys and analysis.  The
term of the PSC commenced on February 18, 2008 and has a 7.0 year
term.




On
February 18, 2008, the Government of Andhra Pradesh issued a partial PEL over
511 sq km.  OIL, as operator, has requested the Government of
Pondicherry to grant the PEL over the remaining 37 sq kms lying in the district
of Yanam.  With the partial PEL issued, OIL intends to commence a 50
kilometer experimental 2-D seismic acquisition program followed by the
subsequent drilling of the first of 12 exploration wells.  The phase
one work program has not commenced on this block, however, the surveys, seismic
acquisition and interpretation are expected to commence in the third quarter of
2008.




Prior to
submission of our NELP-VI bid, the Company entered into an agreement with the
operating partner to increase our participating interest by 15% to 25% in this
exploration block, subject to the availability of sufficient net worth and GOI
consent, which remains outstanding.




As at
March 31, 2008, we have incurred costs of approximately $0.5 million on this
block.  Further, on March 14, 2008, we supplied the GOI a bank
guarantee for the budget period April 1, 2008 to March 31, 2009 secured by a
letter of credit in the same amount for $1,475,000 with respect to 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 $3,690,000.










Mehsana
Block


We have a
10% participating interest in an area of approximately 125 square kilometers
known as the "Mehsana Block".  This block was awarded to us along with
GSPC and Jubilant in the GOI NELP-IV bidding round.  We, along with
our venture partners, have entered into a three phase PSC that requires a
minimum drill program, completion of a 3-D seismic programs, and gravity and
magnetic and geochemical surveys and analysis.  The term of the PSC
commenced on May 21, 2004 and has a 6.0 year term.




The first
exploration phase relating to the PSC for the Mehsana Block expired without the
required minimum work program being completed.  A request for an
extension to phase one was filed and in February 2008 with final consent to the
extension was approved by GOI subject to the parties providing a further bank
guarantee of 50% of the unfinished minimum work program and additional work
program.




As at
March 31, 2008, we have incurred costs of approximately $4.1 million on this
block.




During
the quarter, three wells (CB-4, CB-5A and CB-6) commenced
drilling.  These wells have since completed drilling to depths of
between approximately 2,450 and 2,900 meters.




Subsequent
to March 31, 2008, Jubilant, as operator, advised that 25% of the Mehsana Block
has been relinquished pursuant to the terms of the PSC leaving an area of
approximately 93 square kilometers.  The operator has further advised
that they will not enter into phase II while they continue testing of the
previously drilled wells.




As at
June 19, 2008, the required seven exploratory wells in Phase I have been drilled
on this block.





Sanand/Miroli
Block


We have a
10% participating interest in an area of approximately 285 square kilometers
known as the "Sanand/Miroli Block".  This block was awarded to us
along with GSPC, Jubilant and Prize Petroleum Company Limited in the GOI NELP-IV
bidding round.  We, along with our venture partners, have entered into
a three phase PSC that requires a minimum drill program, completion of a 3-D
seismic programs, and gravity and magnetic and geochemical surveys and
analysis.  The term of the PSC commenced on July 29, 2004 and has a
6.0 year term.




As at
March 31, 2008, we have incurred costs of approximately $3.4 million on this
block.




During
the quarter, five wells (SE-8, M-7, M1-A1, M-6 and M-5) commenced
drilling.  These wells have since completed drilling to depths ranging
from approximately 2,000 to 3,300 meters.  The M1-A1 well was drilled
as an appraisal well to delineate the extent of the M-1 discovery and test
results yielded in a hydrocarbon zone.




Subsequent
to quarter end, two further wells (SE-9 and SE-5) commenced
drilling.  The SE-9 well completed drilling and the SE-5 well
continues to be drilled.  Further, Jubilant, as operator, reported
that additional testing on well SE-4, which was drilled in mid 2007, encountered
a 15 meter zone in the Cambay Shale and was perforated and the mid point
perforation is at 1,560 meters.  The operator has informed the GOI and
the Management Committee of the discovery in accordance with the provisions of
the PSC.




As at
June 19, 2008, fourteen wells have been drilled on this block which include the
Phase I MWP of drilling 12 exploratory wells and the drilling of one appraisal
well (M1-A1).





Tarapur
Block


Pursuant
to an agreement entered into with GSPC in April 2005, we acquired a 20%
participating interest in an area of approximately 1,211 square kilometers known
as the "Tarapur Block".   This block was awarded to GSPC in 2000
under a Pre NELP round.  At the time of our entering into this
agreement with GSPC, operations on the block were in the second phase and GSPC
moved into the third phase in November 2005.   The work
commitment on phase three was to drill one well.  This commitment has
been met.




GSPC, as
operator, has submitted an application for an extension beyond the third phase
of the PSC for an additional twelve months from the date of approval to complete
an additional four well work program.  Subject to the grant of the
extension, contracting parties have agreed to provide an additional 35% bank
guarantee and 30% cash payment as the agreed pre-estimated liquidated damages
for the additional work program.




Oil and
Natural Gas Corporation Limited of India has the right to participate into the
development of any commercial discovery by acquiring a 30% participating
interest as provided under the sharing contract.  This exercise of
this right would result in the reduction of the Company's participating interest
to 14%.







During
the quarter, a field development plan has been filed with GOI and DGH for the
Tarapur field under the provisions of the PSC. Further, the Management Committee
for the Tarapur block recommended that the operator, acquire a mineral lease for
four areas within the block so production can commence upon approval of the GOI.
Approval from the GOI for the field development plan and the mineral lease have
not yet been received.




As at
March 31, 2008, we have incurred costs of approximately $10.1 million on this
block.




As at
June 19, 2007, twenty-one wells have been drilled on this block.





Ankleshwar
Block


We have a
10% participating interest in an area of approximately 448 square kilometers
known as the "Ankleshwar Block".  This block was awarded to us along
with GSPC, Jubilant and GAIL (India) Inc. in the GOI NELP-V bidding
round.  We, along with our venture partners, have entered into a three
phase PSC that requires a minimum drill program, completion of a 3-D seismic
programs, and gravity and magnetic and geochemical surveys and
analyses.  The term of the PSC commenced on April 1, 2006 and has a
7.0 year term.




As at
March 31, 2008, we have incurred costs of approximately $0.7 million on this
block.




During
the quarter, three wells (Ank-1, Ank-7 and Ank-8) commenced
drilling.   The Ank-7 well has completed drilling and the Ank-1
and Ank-8 continue to drill.




As at
June 19, 2008, three wells have been drilled or are drilling on this
block.





DS 03
Block


We have a
100% interest in an area of approximately 3,155 square kilometers known as the
"DS 03 Block".  This block was awarded to us in the GOI NELP-V bidding
round.  We have entered into a three phase PSC that requires a minimum
drill program, completion of a 3-D seismic programs, and gravity and magnetic
and geochemical surveys and analysis.  The term of the PSC commenced
on September 4, 2006 and has a 7.0 year term.





DS 04
Block


We have a
100% interest in an area of approximately 2,649 square kilometers known as the
"DS 04 Block".  This block was awarded to us in the GOI NELP-VI
bidding round.  We have entered into a two phase PSC that requires a
minimum drill program, completion of a 3-D seismic programs, and gravity and
magnetic and geochemical surveys and analysis.  The term of the PSC
commenced on June 7, 2007 and has an 8.0 year term.




At March
31, 2008, we have incurred costs of approximately $0.4 million on both DS
blocks.




As at
June 19, 2008, we have completed the preliminary field work and mapping and are
in the process of finalizing a report on a geological survey taken over both
blocks.  We are expecting to complete the gravity magnetic and
geochemical surveys under the phase one work commitments by March 31,
2009.





RJ Block
20


We have a
25% participating interest in an area of approximately 2,196 square kilometers
known as the "RJ Block 20".  This block was awarded to us and OIL in
the GOI NELP-VI bidding round.  We, along with our venture partner,
have entered into a two phase PSC that requires a minimum drill program,
completion of a 3-D seismic programs, and gravity and magnetic and geochemical
surveys and analysis.  The term of the PSC commenced on January 21,
2008 and has a 7.0 year term.





RJ Block
21


We have a
25% participating interest in an area of approximately 1,330 square kilometers
known as the "RJ Block 21".  This block was awarded to us along with
OIL and Hindustan Petroleum Corporation Limited in the GOI NELP-VI bidding
round.  We, along with our venture partners, have entered into a two
phase PSC that requires a minimum drill program, completion of a 3-D seismic
programs, gravity and magnetic and geochemical surveys and
analysis.  The term of the PSC commenced on January 21, 2008 and has a
7.0 year term.




At March
31, 2008, we have incurred costs of approximately $0.2 million on both RJ
Blocks.




During
the quarter, we received the necessary production exploration licenses for both
Rajasthan Basin blocks, thereby enabling the phase I work program to
commence.








Egyptian
Activities


We
entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor
Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in
the Arab Republic of Egypt.  The agreement provided that we were to
receive a 30% participating interest in any PSCs 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 to our venture group
subject to certain terms and conditions.  Effective December 31, 2007,
we entered into two Assignment agreements with GSPC.  The agreement
sets out the terms whereby we assigned to GSPC all our rights to receive a 30%
participating interest in the two exploration blocks in exchange for an option
(the Option Agreement) exercisable on or before June 15, 2008 to reacquire all
or a portion of those rights.   As of the date of filing this
Report, the extension of the option agreement has expired.  We are
engaged in negotiations with GSPC for an additional extension.




In the
event we exercise the option, we will be required to pay to GSPC our
participating interest share of all costs and expenses from the effective
date.  Additionally, we will be required to provide bank guarantees
based upon our share of the rights we elects to reacquire.




At March
31, 2008, approximately $2.4 million relating to our interests in the two
exploration blocks has been recorded.





A
COMPARISON OF OUR OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2008 TO
MARCH 31, 2007





Results
of Operations


Three months ended March 31,
2008 and 2007


During
the three months ended March 31, 2008, we had expenses of $940,603 compared with
expenses of $806,999 during the three months ended March 31,
2007.  The increase is primarily the result of our continuing increase
in the scale of our participation in oil and gas exploration
activities.




Our
general and administrative expenses increased to $505,288 from
$472,576.  These general and administrative expenses include costs
related to the corporate head office including administrative salaries and
services, rent and office costs, insurance and directors' fees as well our
shareholder relations costs which include the American Stock Exchange listing
and filing fees and transfer agent fees and services.




Our
consulting fees increased to $301,988 during the three months ended March 31,
2008 from $91,201 for the three month period ended March 31,
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.




Professional
fees decreased to $114,317 during the three months ended March 31, 2008 from
$231,572 during the three months ended March 31, 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.




Our other
expenses and income during the three months ended March 31, 2008 resulted in
income of $436,301 versus $440,202 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 mostly attributed to an increase in
foreign exchange loss to $12,701 from a gain of $4,509 for the three months
ended March 31, 2007.




Reflecting
the increase in expenses due to the increase in our overall oil and gas
activities offset by our increase in interest income during the three months
ended March 31, 2008 as compared to the three months ended March 31, 2007, our
net loss increased to $504,302 as compared to a net loss of $366,797 in
2007.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the three months ended March 31, 2008, these
capitalized overhead costs were $826,548 as compared to $841,147 during the
three months ended March 31, 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.





Liquidity
and Capital Resources


At March
31, 2008, our cash and cash equivalents were $40,608,240 (December 31, 2007 -
$48,134,858).  The majority of these funds are being held in US
dollars, of which, $40,249,819 is held in term deposits earning interest based
on the US prime rate.  In addition to our cash balances, we will earn
interest on our term deposits which we believe will contribute significantly to
cover our administrative costs and overhead throughout 2008.




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.  We
believe these financial commitments will total $27.5 million throughout that
period.  Should we be successful in obtaining an extension of the
option to reacquire our interests in the Egyptian Blocks in full, we will be
required to pay to GSPC our participating interest share of all costs and
expenses from December 31, 2007.  We are currently in discussions with
GSPC to reacquire our interests in the Egyptian Blocks, however there is no
assurance that we will be successful.




In
addition, we may seek to participate in joint venture bidding for the award of
further PSCs for exploration blocks expected to be awarded by the GOI in the
future.  As of June 26, 2008, we have no specific plans to join with
others in bidding for any specific PSCs in India and elsewhere.  We
expect that our interest in any such ventures would involve a minority PI in the
venture.  In addition, as opportunities arise, we may seek to acquire
minority PI's in exploration blocks where PSCs have been heretofore
awarded.  The acquisition of any such interests would be subject to
the execution of a definitive agreement and obtaining the requisite government
consents and other approvals.




We are
unaware at this time of any material uncertainties that may affect our liquidity
through March 31, 2009.  Further, 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.




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
March 31, 2009.




Three months ended March 31,
2008 and 2007


The
decrease in our cash and cash equivalents of $7,526,618 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 three months ended March 31, 2008
was $905,234 as compared to $62,532 for the three months ended March 31,
2007.  This increase is mainly related to an increase in operating
accounts receivable and a decrease in operating accounts payable and accrued
liabilities.




Cash used
by investing activities during the three months ended March 31, 2008 was
$6,621,384 as compared to $2,786,534 during the three months ended March 31,
2007.  This increase is a result of additional expenditures on our oil
and gas activities which is consistent with the increased scale of our
participation and the addition of $4,025,000 in restricted
deposits.




Cash
provided by financing activities for the three months ended March 31, 2008 was
$nil as compared to $20,200 during the three months ended March 31,
2007.  During the three months ended March 31, 2007, cash of $20,200
was provided from the issuance of 20,000 shares of common stock on the exercise
of options.




We
believe that our available cash resources will be sufficient to meet all our
expenses and cash requirements estimated to be approximately $27.5M for the
period ended March 31, 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 inflation does 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
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 ("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
            
            (millions
      of dollars)Mehsana
            
            
            0.16Sanand/Miroli
            
            
            0.92Ankleshwar
            
            
            0.95Tarapur
            
            
            0.94DS
      03
            
            
            0.18DS
      04
            
            
            0.18KG
      Onshore
            
            
            1.48RJ
      20
            
            
            1.48RJ
      21
            
            
            1.007.30





Subsequent
to March 31, 2008 we increased our bank guarantees for the Mehsana Block to
$0.16 million, for the Sanand/Miroli Block to $1.3 million, for the Ankleshwar
Block to $1.49 million, for the DS 03 Block to $0.45 million and for the DS 04
Block to $0.22 million.





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.  During the 12 months ended March 31, 2009, we estimate that
these non-reimbursable costs on this block will aggregate approximately $1.5
million.





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


Estimated
total capital expenditures we will be required to contribute to the exploration
activities on the Mehsana Block during the period April 1, 2008 to March 31,
2009 based on our 10% PI will be approximately $1.0 million and will entail the
drilling of two exploratory wells in the Phase II work commitment.







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 plus liquidated damages of $662,000.




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 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.





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.





Egyptian
Activities


Under the
terms of the Joint Bidding Agreement, the bidders were required to submit a bank
guarantee equal to 2% of the financial commitment under the MWP of the First
Exploration Phase which has a term of 4 years.  During the third
quarter of 2007, we provided to GSPC two bank guarantees totaling $1,170,000
secured by our term deposits in the same amount, based on our 30%
PI.







In the
event we exercise the option we acquired to reacquire our interest in these
blocks, we will be required to pay to GSPC our pro rata share of all costs and
expenses from the effective date of the option agreement (December 31,
2007).  We will also have to provide to GSPC bank guarantees equal to
the remaining 98%, based upon our share of the rights we elects to reacquire, of
the total financial commitment for conducting the first exploration phase on the
two exploration blocks.  If we elect to reacquire and participate to
the full 30% of the option, these additional bank guarantees would amount to
approximately $56.4 million.  This option has currently expired,
however, we are engaged in discussions to obtain a further extension of this
option.







ITEM
3.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT 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 March
31, 2008, we had 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 March
31, 2008, we had approximately $40.6 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 March
31, 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 March 31, 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 March
31, 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.








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 March 31, 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 both that
Report and this Report, the Chief Executive Officer and the Chief Financial
Officer have concluded that our disclosure controls and procedures were not
effective as of March 31, 2008.





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 March 31, 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  $66.6  Million plus
interest as of March 31, 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.).




Based on
the most recent information available from GSPC, GSPC is seeking a payment from
us in the amount of approximately $66.6 million plus interest as of March 31,
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.




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 June 26, 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.  The
first phase of the exploration period of the PSC relating to the Mehsana Block
also expired without the required minimum of seven wells having been drilled and
the first phase of the exploration period of the PSC relating to the
Sanand/Miroli Block expired without the required minimum of twelve wells having
been drilled.  GSPC is the operator on the KG Offshore Block and the
Sanand/Miroli Block and Jubilant Oil & Gas ("Jubilant") is the operator on
the Mehsana Block.  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 June 26, 2008, no areas on the KG Offshore Block have been determined
formally to encompass "commercial discoveries" as that term is defined under the
PSC.  No areas of the Mehsana Block or the Sanand/Miroli Block have
been determined to encompass commercial discoveries, however, the operators of
each block have notified DGH of discoveries.




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




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







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 March 31,
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.





Financial Statement Impact
of Our Failure to Exercise Our Options To Reacquire Our 30% Interest in the
Egyptian Exploration Blocks.


We
entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor
Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in
the Arab Republic of Egypt.  The agreement provides that we are to
have a 30% PI of any concession agreements 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.  On March 22, 2008 GSPC entered into two concession agreements
covering these blocks with the Arab Republic of Egypt.




On
January 8, 2008, effective December 31, 2007, we entered into two agreements
with GSPC. An Assignment Agreement sets out the terms whereby we assigned to
GSPC all of our rights to receive a 30% PI 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 to reacquire all or a portion of those
rights.  GSPC provided us a 45 day extension of time for exercising
the option to June 15, 2008.  We are currently negotiating with GSPC
to obtain a further extension of the option, however, there can be no assurance
that an extension will be granted.




In the
event we exercise the option, we will be required to pay to GSPC our pro rata
share of all costs and expenses from the effective date of the option agreement
(December 31, 2007).  We will also have to provide to GSPC bank
guarantees equal to the remaining 98%, based upon our share of the rights we
elects to reacquire, of the total financial commitment for conducting the first
exploration phase on the two exploration blocks.  If we elect to
reacquire and participate to the full 30% of the option, these additional bank
guarantees would amount to approximately $56.4 million.  In addition
to the non-refundable $1.17 million of bank guarantees, our oil and gas assets
included at March 31, 2008 approximately $2.4 million relating to our interests
in the two exploration blocks which will be carried forward as an investment in
the option pending our determination whether we will exercise any portion of the
option.




In the
event we fail to exercise any portion of the option, we will be required to
recognize a charge to the Statement of Operations in the amount of approximately
$3.6 million.







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
March 31, 2008, we had cash and cash equivalents of approximately $40.6
million.  We currently expect that our available cash will be
sufficient to fund us through the balance of 2008 and through the budget period
ending March 31, 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 $20.4 million during the period April 1,
2008 to March 31, 2009.  We anticipate expenditures on the Tarapur
Block, if the 12 month extension is granted to be $2.2 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,


·
            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.


·
            As
      a consequence of the expiration of our option relating to the Egyptian
      exploration blocks, unless we are successful in obtaining an extension of
      the option, as to which there can be no assurance, we will be required to
      write off our investment in our Egyptian activities in the amount of $3.6
      million.




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




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




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.








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











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)





June 26,
2008                                           
/s/ Jean Paul Roy


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


Jean Paul Roy


President and Chief Executive
Officer


(Principal Executive Officer
and Director)





June 26,
2008                                           /s/
Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Principal Financial and
Accounting)