##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the quarterly period ended June 30, 2006;
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the transition period from  to .
 Commission file Number: 1-32158
 
 GEOGLOBAL RESOURCES INC.
  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
 (Issuers Telephone Number, Including Area Code)
  þ o
 o þ
  Class
    
    Outstanding at August 11, 2006COMMON STOCK, PAR VALUE $.001 PER SHARE
    
    64,559,755
  o þ




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##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 QUARTERLY REPORT ON FORM 10-QSB
 TABLE OF CONTENTS
 Page No.PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements (Unaudited)Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005
(Unaudited)
    
    
    3Consolidated Statements of Operations for the three and six months ended
June 30, 2006 and June 30, 2005 and from inception on August 21, 2002 to
June 30, 2006 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the three and six months ended
June 30, 2006 and June 30, 2005 and from inception on August 21, 2002 to
June 30, 2006 (Unaudited)
    
    
    5Notes to the Consolidated Financial Statements as at June 30, 2006 (Unaudited)
    
    
    6-21Item 2.
    
    Managements Discussion and Analysis and Plan of Operations
    
    
    22Item 3.
    
    Controls and Procedures
    
    
    37PART II.
    
    OTHER INFORMATIONItem 6.
    
    Exhibits
    
    
    38Certification of President and CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of President and CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350
  Page 2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 
 CONSOLIDATED BALANCE SHEETS
(Unaudited)
 June 30, 2006
    
    
    December 31, 2005US $
    
    
    US $AssetsCurrentCash and cash equivalents
    
    
    35,046,330
    
    
    
    36,037,388Restricted cash (note 10a, 11a)
    
    
    1,602,321
    
    
    
    392,48536,648,651
    
    
    
    36,429,873Accounts receivable and prepaids
    
    
    145,790
    
    
    
    144,753Cash call receivable
    
    
    83,832
    
    
    
    49,94736,878,273
    
    
    
    36,624,573Property and equipment (note 3)Exploration costs, not subject to depletion
    
    
    6,264,713
    
    
    
    2,216,663Computer and office equipment, net
    
    
    129,810
    
    
    
    89,8266,394,523
    
    
    
    2,306,48943,272,796
    
    
    
    38,931,062LiabilitiesCurrentAccounts payable
    
    
    1,333,020
    
    
    
    159,145Accrued liabilities (note 3e)
    
    
    548,427
    
    
    
    43,500Due to related companies (notes 7c, 7d and 7e)
    
    
    125,170
    
    
    
    244,4522,006,617
    
    
    
    447,097Stockholders EquityCapital stock (note 4)Authorized100,000,000 common shares with a par value of US$0.001 each
1,000,000 preferred shares with a par value of US$0.01 eachIssued64,349,755 common shares (December 31, 2005  62,954,255)
    
    
    49,757
    
    
    
    48,361Additional paid-in capital (note 4)
    
    
    43,214,005
    
    
    
    40,275,588Deficit accumulated during the development stage
    
    
    (1,997,583
    )
    
    
    (1,839,984
    )41,266,179
    
    
    
    38,483,96543,272,796
    
    
    
    38,931,062
 
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##### Table of Contents



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    August 21-2002June 30-2006
    
    
    June 30-2005
    
    
    June 30-2006
    
    
    June 30-2005
    
    
    to June 30-2006US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Expenses(note 7c, 7d and 7e)General and administrative
    
    
    295,544
    
    
    
    83,342
    
    
    
    482,653
    
    
    
    189,934
    
    
    
    1,587,369Consulting fees
    
    
    90,100
    
    
    
    51,735
    
    
    
    169,017
    
    
    
    101,574
    
    
    
    842,349Professional fees
    
    
    65,187
    
    
    
    69,602
    
    
    
    100,928
    
    
    
    90,241
    
    
    
    602,343Stock-based compensation
    
    
    94,233
    
    
    
    
    
    
    
    213,041
    
    
    
    
    
    
    
    213,041Depreciation and depletion
    
    
    11,310
    
    
    
    11,967
    
    
    
    20,999
    
    
    
    23,387
    
    
    
    182,986556,374
    
    
    
    216,646
    
    
    
    986,638
    
    
    
    405,136
    
    
    
    3,428,088Other expenses (income)Consulting fees recovered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66,025
    )Equipment costs recovered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,395
    )Gain on sale of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,228
    )Foreign exchange loss
    
    
    (2,752
    )
    
    
    1,474
    
    
    
    (1,421
    )
    
    
    4,508
    
    
    
    20,389Interest income
    
    
    (427,749
    )
    
    
    (19,609
    )
    
    
    (827,618
    )
    
    
    (34,286
    )
    
    
    (1,323,246
    )(430,501
    )
    
    
    (18,135
    )
    
    
    (829,039
    )
    
    
    (29,778
    )
    
    
    (1,430,505
    )Net loss and comprehensive loss for
the period(note 8)
    
    
    (125,873
    )
    
    
    (198,511
    )
    
    
    (157,599
    )
    
    
    (375,358
    )
    
    
    (1,997,583
    )Net loss per share
 basic and diluted(note 4f)
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    (0.01
    )
  Page 4




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##### Table of Contents



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    August 21-2002June 30-2006
    
    
    June 30-2005
    
    
    June 30-2006
    
    
    June 30-2005
    
    
    to June 30-2006US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Cash flows provided by (used in)
operating activitiesNet loss
    
    
    (125,873
    )
    
    
    (198,511
    )
    
    
    (157,599
    )
    
    
    (375,358
    )
    
    
    (1,997,583
    )Adjustment to reconcile net loss to
net cash used in operating activities:Depreciation and depletion
    
    
    11,310
    
    
    
    11,967
    
    
    
    20,999
    
    
    
    23,387
    
    
    
    182,986Gain on sale of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,228
    )Stock-based compensation
    
    
    94,233
    
    
    
    
    
    
    
    213,041
    
    
    
    
    
    
    
    213,041Changes in operating assets and liabilities:Accounts receivable and prepaids
    
    
    129,964
    
    
    
    (26,556
    )
    
    
    (1,037
    )
    
    
    (29,599
    )
    
    
    (70,790
    )Accounts payable
    
    
    (23,951
    )
    
    
    (8,208
    )
    
    
    29,160
    
    
    
    24,303
    
    
    
    34,082Accrued liabilities
    
    
    14,700
    
    
    
    (200
    )
    
    
    (17,500
    )
    
    
    (15,700
    )
    
    
    26,000Due to related companies
    
    
    (37,926
    )
    
    
    24,588
    
    
    
    (119,282
    )
    
    
    28,282
    
    
    
    83,41462,457
    
    
    
    (196,920
    )
    
    
    (32,218
    )
    
    
    (344,685
    )
    
    
    (1,571,078
    )Cash flows provided by (used in)
investing activitiesProperty and equipment
Exploration costs
    
    
    (1,753,645
    )
    
    
    (38,742
    )
    
    
    (3,980,626
    )
    
    
    (955,248
    )
    
    
    (6,197,289
    )Computer and office equipment
    
    
    (20,726
    )
    
    
    (7,305
    )
    
    
    (60,983
    )
    
    
    (16,511
    )
    
    
    (353,368
    )Proceeds on sale of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,800Cash acquired on acquisition (note 6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,034,666Restricted cash (note 10a)
    
    
    (1,173,462
    )
    
    
    
    
    
    
    (1,209,836
    )
    
    
    
    
    
    
    (1,602,321
    )Changes in investing assets and liabilities:Cash call receivable
    
    
    (15,464
    )
    
    
    7,210
    
    
    
    (33,885
    )
    
    
    19,814
    
    
    
    (83,832
    )Accounts payable
    
    
    861,438
    
    
    
    
    
    
    
    1,155,515
    
    
    
    
    
    
    
    1,249,930Accrued liabilities
    
    
    (595,573
    )
    
    
    (78,178
    )
    
    
    522,427
    
    
    
    181,473
    
    
    
    522,427(2,697,432
    )
    
    
    (117,015
    )
    
    
    (3,607,388
    )
    
    
    (770,472
    )
    
    
    (3,346,987
    )Cash flows provided by (used in)
financing activitiesProceeds from issuance of common shares
    
    
    548,100
    
    
    
    2,267,350
    
    
    
    2,717,900
    
    
    
    2,267,350
    
    
    
    44,026,750Share issuance costs
    
    
    (45,000
    )
    
    
    
    
    
    
    (58,552
    )
    
    
    
    
    
    
    (2,150,413
    )Changes in financing liabilities:Note payable (note 7a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,000,000
    )Accounts payable
    
    
    
    
    
    
    
    
    
    
    (10,800
    )
    
    
    
    
    
    
    61,078Due to related companies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,980503,100
    
    
    
    2,267,350
    
    
    
    2,648,548
    
    
    
    2,267,350
    
    
    
    39,964,395Net increase (decrease) in cash and
cash equivalents
    
    
    (2,131,875
    )
    
    
    1,953,415
    
    
    
    (991,058
    )
    
    
    1,152,193
    
    
    
    35,046,330Cash and cash equivalents, beginning of period
    
    
    37,178,205
    
    
    
    3,618,376
    
    
    
    36,037,388
    
    
    
    4,419,598
    
    
    
    Cash and cash equivalents, end of period
    
    
    35,046,330
    
    
    
    5,571,791
    
    
    
    35,046,330
    
    
    
    5,571,791
    
    
    
    35,046,330Cash and cash equivalentsCurrent bank accounts
    
    
    434,496
    
    
    
    1,308,355
    
    
    
    434,496
    
    
    
    1,308,355
    
    
    
    434,496Term deposits
    
    
    34,611,834
    
    
    
    4,263,436
    
    
    
    34,611,834
    
    
    
    4,263,436
    
    
    
    34,611,83435,046,330
    
    
    
    5,571,791
    
    
    
    35,046,330
    
    
    
    5,571,791
    
    
    
    35,046,330
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
 
 Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 1. Nature of Operations
    2. Significant Accounting Policies
 a)
    
    Basis of presentationThe accompanying unaudited interim consolidated financial statements have been prepared in
accordance with the accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation
S-B. Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results
for the three and six month periods ended June 30, 2006 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2006.The consolidated balance sheet at December 31, 2005 has been derived from the audited
consolidated financial statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United States for
complete financial statements.
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 2.
    
    Basis of presentation (continued)For further information, refer to the consolidated financial statements and footnotes thereto
included in the Companys annual report on Form 10-KSB for the year ended December 31, 2005.These consolidated financial statements include the accounts of (i) GeoGlobal Resources Inc.,
from the date of acquisition, being August 29, 2003, (ii) GeoGlobal Resources (India) Inc.,
incorporated under the Business Corporations Act(Alberta), Canada on August 21, 2002 which
was continued under the Companies Act of Barbados, West Indies on June 27, 2003, which is a
wholly-owned subsidiary of GeoGlobal Resources Inc., (iii) GeoGlobal Resources (Canada) Inc.,
incorporated under the Business Corporations Act(Alberta), Canada on September 4, 2003, which
is a wholly-owned subsidiary of GeoGlobal Resources Inc., and (iv) GeoGlobal Resources
(Barbados) Inc. incorporated under the Companies Act of Barbados, West Indies on September 24,
2003, which is the wholly-owned subsidiary of GeoGlobal Resources (Canada) Inc.b)
    
    Stock-based compensationIn prior periods, reporting on the impact of stock-based compensation, such as employee stock
options, on the Companys net loss and net loss per share was required only on a pro-forma
basis.In December, 2004, the Financial Accounting Standards Board issued a revision to Standard 123,
Accounting for Stock-Based Compensation.The Statement of Financial Accounting Standards
123(R), Share-Based Payment, requires the recognition of compensation cost for stock-based
compensation arrangements with employees, consultants and directors based on their grant date
fair values using the Modified Black-Scholes option-pricing model. Compensation expense is
recorded over the awards respective requisite service, with corresponding entries to paid-in
capital.The Company adopted 123(R) using the modified-prospective-transition method on January 1,
2006. The impact of this adoption required the Company to recognize a charge for past
stock-based compensation options granted of US$367,596 over the next 3 years in accordance
with their respective vesting periods.3.
    
    Property and Equipment
 Balance Sheet as atUS $June 30, 2006
    
    
    December 31, 2005Exploration and development  IndiaExploration costs incurred in:2002
    
    
    21,925
    
    
    
    21,9252003
    
    
    156,598
    
    
    
    156,5982004
    
    
    460,016
    
    
    
    460,0162005
    
    
    1,578,124
    
    
    
    1,578,1242,216,663
    
    
    
    2,216,6632006
    
    
    4,048,050
    
    
    
    6,264,713
    
    
    
    2,216,663Computer and office equipmentComputer and office equipment
    
    
    270,568
    
    
    
    209,585Accumulated depreciation
    
    
    (140,758
    )
    
    
    (119,759
    )129,810
    
    
    
    89,8266,394,523
    
    
    
    2,306,489
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 3.
    
    Property and Equipment (continued)a)
    
    Exploration costs  IndiaThe exploration costs incurred to date are not subject to depletion and cover six exploration
blocks, known as the KG Block, the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar
Block, the DS Block and the Tarapur Block. It is anticipated that all or certain of these
exploration costs may be subject to depletion no earlier than the 2007 fiscal year.b)
    
    Capitalized overhead costsIncluded in the US$4,048,050 of exploration cost additions during the six months ended June
30, 2006 (year ended December 31, 2005  US$1,578,124) are certain overhead costs capitalized
by the Company in the amount of US$778,310 (year ended December 31, 2005  US$469,268)
directly related to the exploration activities in India. Of the capitalized overhead amount,
US$67,425 (year ended December 31, 2005  US$nil) was stock-based compensation to personnel in
India. Of the remaining US$710,885, US$514,792 (year ended December 31, 2005  US$145,773)
represented expenses paid to third parties, $nil (year ended December 31, 2005  US$51,800)
were expenses recovered from third parties and US$196,093 was paid to and on behalf of a
related party (year ended December 31, 2005  US$375,295) (see note 7c). These costs are
incurred solely by and on behalf of the Company in providing its services under the Carried
Interest Agreement (CIA) and are therefore not reimbursable under the CIA (see note 3c).c)
    
    Carried Interest AgreementOn August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company a 10%
carried interest (net 5%  see note 3d) in the KG Block. The CIA provides that GSPC is
responsible for GeoGlobals entire share of any and all costs incurred during the Exploration
Phase prior to the date of initial commercial production.Under the terms of the CIA, all of GeoGlobals and Roy Group (Mauritius) Inc.s (RGM), a
related party (note 7b), proportionate share of capital costs for exploration and development
activities will be recovered by GSPC without interest over the projected production life or
ten years, whichever is less, from oil and natural gas produced on the KG Block. GeoGlobal is
not entitled to any share of production until GSPC has recovered the Companys share of the
costs and expenses that were paid by GSPC on behalf of the Company and RGM.As at June 30, 2006, GSPC has incurred costs of Rs 84.48 crore (approximately US$18.8 million)
(December 31, 2005  Rs 63.31 crore (approximately US$14.1 million)) attributable to GeoGlobal
under the CIA of which 50% is for the account of RGM.d)
    
    Participating Interest AgreementOn March 27, 2003, GeoGlobal entered into a Participating Interest Agreement (PIA) with RGM,
whereby GeoGlobal assigned and holds in trust for RGM subject to GOI consent, 50% of the
benefits and obligations of the PSC covering the Exploration Block KG-OSN-2001/3 (PSC-KG)
and the CIA leaving GeoGlobal with a net 5% participating interest in the PSC-KG and a net 5%
carried interest in the CIA. Under the terms of the PIA, until the GOI consent is obtained,
GeoGlobal retains the exclusive right to deal with the other parties to the PSC-KG and the CIA
and is entitled to make all decisions regarding the interest assigned to RGM. RGM has agreed
to be bound by and be responsible for the actions taken by, obligations undertaken and costs
incurred by GeoGlobal in regard to RGMs interest, and to be liable to GeoGlobal for its share
of all costs, interests, liabilities and obligations arising out of or relating to the RGM
interest. RGM has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
damages or liabilities incurred by reason of RGMs failure to pay the same.
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 3.
    
    Property and Equipment (continued)Subject to obtaining the government consent to the assignment, RGM is entitled to all income,
receipts, credits, reimbursements, monies receivable, rebates and other benefits in respect of
its 5% interest which relate to the PSC-KG. GeoGlobal has a right of set-off against sums
owing to GeoGlobal by RGM. In the event that the Indian government consent is delayed or
denied, resulting in either RGM or GeoGlobal being denied an economic benefit it would have
realized under the PIA, the parties agreed to amend the PIA or take other reasonable steps to
assure that an equitable result is achieved consistent with the parties intentions contained
in the PIA. As a consequence of this transaction the Company reports its holdings under the
PSC-KG and CIA as a net 5% PI.e)
    
    Deed of Assignment and AssumptionOn April 7, 2005, the Company entered into a Deed of Assignment and Assumption with GSPC
whereby, subject to the terms of the agreement, the Company agreed to acquire and assume and
GSPC agreed to assign a 20% participating interest in the onshore Tarapur Exploration Block
(CB-ON/2). The assignment of the 20% interest is subject to obtaining the consent of the GOI
to the assignment which consent has not yet been obtained. Based on the Companys past
experience as a party to other PSCs with GSPC and its relationship with GSPC, the Company
believes that such consent from the GOI will be forthcoming. In the event such consent is not
obtained, GSPC is obligated to repay all amounts paid by the Company to GSPC with respect to
the Tarapur Block and the assignment would be automatically terminated. The amount of
US$2,872,040 has been included in Exploration costs  India at June 30, 2006 under the terms
of the Companys agreement with GSPC. Of this amount, US$1,762,660 has been paid to GSPC,
US$671,169 is in accounts payable and an additional US$438,211 has been recorded in accrued
liabilities.During the second quarter, the Company entered into a Memorandum of Understanding (MOU) with
GSPC relating to the Tarapur Block. Under the terms of the Companys previous agreement with
GSPC, the Company is to fund its 20% PI share of all past exploration costs incurred on the
Tarapur Block and keep in force a Financial and Performance Guarantee in an amount sufficient
to secure its performance under the Tarapur PSC. To date, our share of costs incurred of
US$2,872,040 has been expended on the drilling of six wells and a recently completed 500 sq.
km. 3-D seismic acquisition. Under the terms of the previous agreement, in the event such
consent is not obtained, the assignment would be terminated. Pursuant to the MOU, in the
event that the GOI does not approve of the Tarapur assignment, GSPC is obligated to repay to
the Company all amounts paid by the Company to GSPC with respect to the Tarapur Block and the
assignment would be automatically terminated. GSPC is to repay such amounts to the Company
within 30 days of a written notice from the Company.
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 4. Capital Stock
 a) Common shares
 AdditionalCapital
    
    
    paid-inNumber of
    
    
    stock
    
    
    capitalshares
    
    
    US $
    
    
    US $Balance at December 31, 2002
    
    
    1,000
    
    
    
    64
    
    
    
    2003 TransactionsCapital stock of GeoGlobal at August 29, 2003
    
    
    14,656,687
    
    
    
    14,657
    
    
    
    10,914,545Common shares issued by GeoGlobal to acquire
GeoGlobal India
    
    
    34,000,000
    
    
    
    34,000
    
    
    
    1,072,960Share issuance costs on acquisition
    
    
    
    
    
    
    
    
    
    
    (66,850
    )Elimination of GeoGlobal capital stock in recognition
of
reverse takeover (note 6)
    
    
    (1,000
    )
    
    
    (14,657
    )
    
    
    (10,914,545
    )Options exercised for cash
    
    
    396,668
    
    
    
    397
    
    
    
    101,253December 2003 private placement financing (note 4c)
    
    
    6,000,000
    
    
    
    6,000
    
    
    
    5,994,000Share issuance costs on private placement
    
    
    
    
    
    
    
    
    
    
    (483,325
    )55,052,355
    
    
    
    40,397
    
    
    
    6,618,038Balance as at December 31, 2003
    
    
    55,053,355
    
    
    
    40,461
    
    
    
    6,618,0382004 TransactionsOptions exercised for cash
    
    
    115,000
    
    
    
    115
    
    
    
    154,785Broker warrants exercised for cash
    
    
    39,100
    
    
    
    39
    
    
    
    58,611154,100
    
    
    
    154
    
    
    
    213,396Balance as at December 31, 2004
    
    
    55,207,455
    
    
    
    40,615
    
    
    
    6,831,4342005 TransactionsOptions exercised for cash (note 4e)
    
    
    739,000
    
    
    
    739
    
    
    
    1,004,6472003 Purchase warrants exercised for cash (note 4d(i))
    
    
    2,214,500
    
    
    
    2,214
    
    
    
    5,534,036Broker warrants exercised for cash (note 4d(ii))
    
    
    540,900
    
    
    
    541
    
    
    
    810,809September 2005 private placement financing (note 4b)
    
    
    4,252,400
    
    
    
    4,252
    
    
    
    27,636,348Share issuance costs on private placement (note 4b)
    
    
    
    
    
    
    
    
    
    
    (1,541,686
    )7,746,800
    
    
    
    7,746
    
    
    
    33,444,154Balance as at December 31, 2005
    
    
    62,954,255
    
    
    
    48,361
    
    
    
    40,275,5882006 TransactionsOptions exercised for cash (note 4e(i))
    
    
    610,000
    
    
    
    610
    
    
    
    753,5402003 Purchase warrants exercised for cash (note 4d(i))
    
    
    785,500
    
    
    
    786
    
    
    
    1,962,965Share issuance costs (note 4b)
    
    
    
    
    
    
    
    
    
    
    (58,553
    )Stock-based compensation (note 5b)
    
    
    
    
    
    
    
    
    
    
    280,4651,395,500
    
    
    
    1,396
    
    
    
    2,938,417Balance as at June 30, 2006
    
    
    64,349,755
    
    
    
    49,757
    
    
    
    43,214,005
 Page 10




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 4.
    
    Capital Stock (continued)b)
    
    September 2005 FinancingDuring September 2005, GeoGlobal completed the sale of 3,252,400 Units of its securities at
US$6.50 per Unit, together with a concurrent sale of an additional 1,000,000 Units on the same
terms, for aggregate gross cash total proceeds of US$27,640,600.Each Unit is comprised of one common share and one half of one warrant. One full warrant
(2005 Purchase Warrant) entitles the holder to purchase one additional common share for
US$9.00, for a term of two years expiring September 2007. The 2005 Purchase Warrants are
subject to accelerated expiration in the event that the price of the Companys common shares
on the American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the resale
of the shares included in the Units and issuable on exercise of the 2005 Purchase Warrants has
been registered under the US Securities Act of 1933, as amended (the Act), and the hold
period for Canadian subscribers has expired. In such events, the warrant term will be reduced
to 30 days from the date of issuance of a news release announcing such accelerated expiration
of the warrant term.Costs of US$1,600,239 were incurred in issuing shares in these transactions which included a
fee of US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale of the
3,252,400 Units, and, in addition, Compensation Options were issued to Jones Gable & Company
Limited entitling it to purchase an additional 195,144 Units at an exercise price of US$6.50
per Unit through their expiration in September 2007. Compensation Options are also subject to
accelerated expiration on the same terms and conditions as the warrants issued in the
transaction.c)
    
    December 2003 FinancingOn December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000 units at
US$1.00 each, together with a concurrent private placement of an additional 200,000 units on
the same terms, for aggregate gross cash total proceeds of US$6,000,000.Each unit is comprised of one common share and one half of one warrant. One full warrant
(2003 Purchase Warrant), entitles the holder to purchase one additional common share for
US$2.50, for a term of two years from date of closing. The 2003 Purchase Warrants are subject
to accelerated expiration 30 days after issuance of a news release to that effect in the event
that the common shares trade at US$4.00 or more for 20 consecutive trading days and if the
resale of the shares has been registered under the 1933 Act and the hold period for Canadian
subscribers has expired. Also issued as additional consideration for this transaction were
580,000 Broker Warrants.The 580,000 Broker Warrants described above entitled the
holder to purchase 580,000 common shares at an exercise price of US$1.50 per share which expired on December 23, 2005.d)
    
    Warrants
 i)
    
    2003 Purchase WarrantsDuring the first quarter 2006, the remaining 2003 Purchase Warrants were exercised which
resulted in the issuance of 785,500 common shares for gross proceeds of US$1,963,750. As
at June 30, 2006, no 2003 Purchase Warrants remain to be exercised.ii)
    
    2005 Purchase WarrantsAs at June 30, 2006, all of the 2005 Purchase Warrants remained outstanding exercisable
at $9.00 per share, which if exercised, would result in the issuance
of 2,126,200 common shares for gross proceeds of US$19,135,800.iii)
    
    Compensation Option WarrantsAs at June 30, 2006, as a result of the outstanding Compensation Options not yet being
exercised, none of the 97,572 Compensation Option Warrants have been issued. If the
Compensation Options are exercised, the Compensation Option Warrants would be issued and
their exercise would result in the issuance of 97,572 common shares for gross proceeds of
US$878,148.
 Page 11




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 4.
    
    Capital Stock (continued)e)
    
    Options
 i)
    
    Stock OptionsDuring the three and six months ended June 30, 2006, 195,000 and 415,000 options
respectively (December 31, 2005  739,000) were exercised at various prices between
US$1.01 and US$1.50 for gross proceeds of US$206,050 and US$548,100 respectively
(December 31, 2005  US$1,005,385).ii)
    
    Compensation OptionsAs at June 30, 2006, none of the 195,144 Compensation Options were exercised. When fully
exercised, the Compensation Options would result in the issuance of 97,572 compensation
option warrants, and the issuance of 195,144 common shares for gross proceeds of
US$1,268,436.
 f)
    
    Weighted-average number of sharesFor purposes of the determination of net loss per share, the basic and diluted
weighted-average number of shares outstanding for the three and six months ended June 30, 2006
was 59,147,997 and 58,841,639 respectively (three and six months ended June 30, 2005 -
50,342,600 and 50,275,401 respectively). The numbers for the three and six months ended June
30, 2006 and the three and six months ended June 30, 2005 exclude the 5,000,000 shares
currently held in escrow (note 6).5.
    
    Stock Optionsa)
    
    The Companys 1998 Stock Incentive PlanAt the annual stockholders meeting held on June 14, 2006, the stockholders approved amendments
to the 1998 Stock Incentive Plan (the Plan) to increase the shares of Common Stock reserved
for issuance under the Plan from 8,000,000 shares to 12,000,000 shares.Under the terms of the 1998 Stock Incentive Plan (the
Plan), as amended, 12,000,000 common shares have been reserved for issuance on exercise of options granted under the Plan. As at
June 30, 2006, the Company had 5,675,697 (December 31, 2005  1,875,697) common shares
remaining for issuance under the Plan, as amended. The Board of Directors of the Company may
amend or modify the Plan at any time, subject to any required stockholder approval. The Plan
will terminate on the earliest of: (i) 10 years after the Plan Effective Date, being December
4, 2008; (ii) the date on which all shares available for issuance under the Plan have been
issued as fully-vested shares; or, (iii) the termination of all outstanding options in
connection with certain changes in control or ownership of the Company.b)
    
    Stock-based compensationThe Company adopted Statement of Financial Accounting Standards 123(R), Accounting for
Stock-Based Compensation, using the modified-prospective-transition method on January 1, 2006.
Under this method, the Company is required to recognize compensation cost for stock-based
compensation arrangements with employees, consultants and directors based on their grant date
fair values using the Modified Black-Scholes option-pricing model, such cost to be expensed
over the compensations respective vesting periods.At January 1, 2006, the impact of this adoption required the Company to recognize a charge for
past stock-based compensation options granted of US$367,596 over the next 3 years in
accordance with their respective vesting periods. In the three and six month periods ended
June 30, 2006, US$118,808 and US$237,615 of this charge, respectively, have been recognized.In prior periods, the Company was required only to disclose the impact on net loss and net
loss per share on a pro-forma basis. For the three and six months ended June 30, 2005, the
stock-based compensation was US$563,575 and US$930,564, respectively. This resulted in a
pro-forma net loss of US$762,086 and US$1,305,922, respectively, and a pro-forma net loss per
share of US$0.02 and US$0.03, respectively.
 Page 12




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 5.
    
    Stock Options (continued)On June 14, 2006, 200,000 stock options were granted to the Companys non-employee directors
under the terms of the 1998 Stock Incentive Plan. The fair value of each option granted was
estimated on the date of grant with the following assumptions, with weighted average
comparative values provided for the twelve and six month periods ended December 31, 2005, and
June 30, 2005.The fair value of each option granted was estimated on the date of the grant using the
Modified Black-Scholes option-pricing model with the following assumptions:
 June 30, 2006
    
    
    December 31, 2005
    
    
    June 30, 2005US $
    
    
    US $
    
    
    US $Black-Scholes AssumptionsFair value of stock options granted (1)
    
    $
    5.09
    
    
    $
    0.48
    
    
    $
    0.41Risk-free interest rate
    
    
    3.97
    %
    
    
    2.75
    %
    
    
    2.75
    %Volatility
    
    
    92
    %
    
    
    95
    %
    
    
    103
    %Expected life (1)
    
    2.0 years
    
    
    0.9 years
    
    
    0.9 yearsDividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 
 (1)
    
    weighted-average c)
    
    Stock option tableAt June 30, 2006, these options are outstanding and have been granted for services provided to
the Company:
 Option
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    Cancelled (c)
    
    
    
    
    
    
    BalanceGrant
    
    exercise
    
    
    Expiry
    
    
    Vesting
    
    
    Balance
    
    
    during
    
    
    Exercised (e)
    
    
    Balance
    
    
    exercisabledate
    
    price
    
    
    date
    
    
    date
    
    
    Dec 31, 2005
    
    
    the period
    
    
    during the period
    
    
    June 30, 2006
    
    
    June 30, 2006(mm/dd/yy)
    
    US $
    
    
    (mm/dd/yy)
    
    
    (mm/dd/yy)
    
    
    #
    
    
    #
    
    
    #
    
    
    #
    
    
    #12/09/03
    
    
    1.18
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    1,751,500
    
    
    
    
    
    
    
    140,000
    (e)
    
    
    1,611,500
    
    
    
    1,611,50012/30/03
    
    
    1.50
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    345,000
    
    
    
    
    
    
    
    225,000
    (e)
    
    
    120,000
    
    
    
    120,00001/17/05
    
    
    1.01
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    729,500
    
    
    
    
    
    
    
    220,000
    (e)
    
    
    509,500
    
    
    
    509,50001/18/05
    
    
    1.10
    
    
    
    08/31/08
    
    
    Vested
    
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    450,000
    
    
    
    450,00001/18/05
    
    
    1.10
    
    
    
    08/31/08
    
    
    
    08/15/06
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    01/25/05
    
    
    1.17
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    (e)
    
    
    
    
    
    
    06/14/05
    
    
    3.49
    
    
    
    06/14/15
    
    
    Vested
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150,00008/24/05
    
    
    6.50
    
    
    
    08/24/08
    
    
    Vested
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    60,00008/24/05
    
    
    6.50
    
    
    
    08/24/08
    
    
    
    08/31/06
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/06
    
    
    
    16,666
    
    
    
    
    
    
    
    
    
    
    
    16,666
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/07
    
    
    
    16,667
    
    
    
    
    
    
    
    
    
    
    
    16,667
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/08
    
    
    
    16,667
    
    
    
    
    
    
    
    
    
    
    
    16,667
    
    
    
    06/14/06
    
    
    5.09
    
    
    
    06/14/16
    
    
    
    06/14/07
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    200,000
    
    
    
    3,761,000
    
    
    
    200,000
    
    
    
    610,000
    
    
    
    3,351,000
    
    
    
    2,901,000
 
 i)
    
    As at June 30, 2006, there were 3,351,000 options outstanding at various prices
which, if exercised, would result in total proceeds of US$5,853,165.ii)
    
    During the three and six months ended June 30, 2006, there were 195,000 and 415,000
options respectively exercised for total proceeds of US$754,150. Page 13




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 6. Acquisition
   US $Net assets acquiredCash
    
    
    3,034,666Other current assets
    
    
    75,000Current liabilities
    
    
    (2,706
    )Net book value of identifiable assets acquired
    
    
    3,106,960Consideration paidPromissory note issued
    
    
    2,000,00034,000,000 common shares issued par value $0.001
    
    
    34,000Additional paid-in capital
    
    
    1,072,9603,106,960
 Page 14




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 7. Related Party Transactions
  a)
    
    Note payableOn August 29, 2003, as part of the Acquisition (note 6), a US$2,000,000 promissory note was
issued to the sole shareholder of GeoGlobal India. On each of August 29, 2003, October 15,
2003, January 15, 2004 and June 30, 2004, US$500,000 of the note was repaid. The promissory
note was non-interest bearing and the capital stock of GeoGlobal India collateralized the
repayment of the note. The collateral has been released.b)
    
    Roy Group (Mauritius) Inc.Roy Group (Mauritius) Inc. is related to the Company by common management and is controlled by
a director of the Company who is also a principal shareholder of the Company. On March 27,
2003, the Company entered into a Participating Interest Agreement (note 3d) with the related
party.c)
    
    Roy Group (Barbados) Inc. (Roy Group)Roy Group is related to the Company by common management and is controlled by a director of
the Company who is also a principal shareholder of the Company. On August 29, 2003, the
Company entered into a Technical Services Agreement (TSA) with Roy Group to provide services
to the Company as assigned by the Company and to bring new oil and gas opportunities to the
Company. On January 31, 2006, the terms of the agreement were amended to extend the term of
the agreement from August 31, 2006 to December 31, 2007. Roy Group receives consideration of
US$350,000 per year as outlined and recorded below:
 Period fromThree months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    Aug 21, 2002June 30-2006
    
    
    June 30-2005
    
    
    June 30-2006
    
    
    June 30-2005
    
    
    to June 30, 2006US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Consolidated Statements of
OperationsConsulting fees
    
    
    17,500
    
    
    
    12,500
    
    
    
    35,000
    
    
    
    25,000
    
    
    
    163,667Consolidated Balance SheetsProperty and equipmentExploration costs  India
    
    
    70,000
    
    
    
    50,000
    
    
    
    140,000
    
    
    
    100,000
    
    
    
    654,66687,500
    
    
    
    62,500
    
    
    
    175,000
    
    
    
    125,000
    
    
    
    818,333Roy Group was also reimbursed for medical insurance and expenses; travel, hotel, meals
and entertainment expenses; computer costs; and amounts billed by third parties incurred
during the periods as outlined and recorded below:Consolidated Statements of
OperationsGeneral and administrative
    
    
    41,072
    
    
    
    
    
    
    
    75,172
    
    
    
    1,489
    
    
    
    180,891Consolidated Balance SheetsAccounts receivable
    
    
    227
    
    
    
    
    
    
    
    227
    
    
    
    15
    
    
    
    21,597Property and equipmentExploration costs  India
    
    
    20,355
    
    
    
    
    
    
    
    56,093
    
    
    
    12,543
    
    
    
    353,890Computer and office
equipment
    
    
    1,330
    
    
    
    
    
    
    
    1,330
    
    
    
    
    
    
    
    38,92562,984
    
    
    
    
    
    
    
    132,822
    
    
    
    14,047
    
    
    
    595,303
  Page 15




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 7.
    
    Related Party Transactions (continued)d)
    
    D.I. Investments Ltd. (DI)DI is related to the Company by common management and is controlled by a director of the
Company. DI charged consulting fees for services rendered as outlined and recorded below:
 Period fromThree months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    Aug 21, 2002June 30-2006
    
    
    June 30-2005
    
    
    June 30-2006
    
    
    June 30-2005
    
    
    to June 30, 2006US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Consolidated Statements of
OperationsConsulting fees
    
    
    46,250
    
    
    
    30,000
    
    
    
    92,500
    
    
    
    60,000
    
    
    
    424,215DI was also reimbursed for office costs, including rent, parking, office supplies and
telephone as well as travel, hotel, meals and entertainment expenses incurred during the
periods as outlined and recorded below:Consolidated Statements of
OperationsGeneral and administrative
Office costs
    
    
    6,323
    
    
    
    5,411
    
    
    
    19,504
    
    
    
    19,010
    
    
    
    178,639Travel, hotel, meals and
entertainment
    
    
    915
    
    
    
    2,281
    
    
    
    1,007
    
    
    
    3,531
    
    
    
    48,517Consolidated Balance Sheets
Accounts receivable
    
    
    3,309
    
    
    
    2,596
    
    
    
    7,439
    
    
    
    5,517
    
    
    
    21,60410,547
    
    
    
    10,288
    
    
    
    27,950
    
    
    
    28,058
    
    
    
    248,760At June 30, 2006, the Company owed D.I. US$17,611 (December 31, 2005 US$70,309) as a
result of services provided and expenses incurred on behalf of the Company. These amounts
bear no interest and have no set terms of repayment.
 e)
    
    Amicus Services Inc. (Amicus)Amicus is related to the Company by virtue of being controlled by the brother of a director of
the Company. Amicus charged consulting fees for services rendered as outlined below:
 Consolidated Statements of
OperationsConsulting fees
    
    
    20,001
    
    
    
    7,925
    
    
    
    38,882
    
    
    
    14,035
    
    
    
    117,986Amicus was also reimbursed for office costs, including parking, office supplies and
telephone as well as travel and hotel expenses incurred during the periods as outlined and
recorded below:Consolidated Statements of
OperationsGeneral and administrative
    
    
    789
    
    
    
    
    
    
    
    789
    
    
    
    
    
    
    
    3,603Consolidated Balance SheetsAccounts receivable
    
    
    1,451
    
    
    
    134
    
    
    
    2,143
    
    
    
    562
    
    
    
    8,692Computer and office equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,5992,240
    
    
    
    134
    
    
    
    2,932
    
    
    
    562
    
    
    
    13,894At June 30, 2006, the Company owed Amicus Services Inc. US$22,492 (December 31, 2005 
US$4,962) as a result of services provided and expenses incurred on behalf of the Company.
These amounts bear no interest and have no set terms of repayment.
 Page 16




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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 8.
    
    Income Taxesa)
    
    Income tax expenseThe provision for income taxes in the consolidated financial statements differs from the
result which would have been obtained by applying the combined Federal, State and Provincial
tax rates to the loss before income taxes. This difference results from the following items:
 Period fromThree months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    Aug 21, 2002June 30-2006
    
    
    June 30-2005
    
    
    June 30-2006
    
    
    June 30-2005
    
    
    to June 30, 2006US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Net loss before income taxes
    
    
    (125,873
    )
    
    
    (198,511
    )
    
    
    (157,599
    )
    
    
    (375,378
    )
    
    
    (1,997,583
    )Expected US tax rate
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %Expected income tax recovery
    
    
    (51,180
    )
    
    
    (80,714)
    
    
    
    (64,080
    )
    
    
    (152,620
    )
    
    
    (812,420
    )Excess of expected tax rate over
tax rate of foreign affiliates
    
    
    40,315
    
    
    
    11,469
    
    
    
    48,452
    
    
    
    24,526
    
    
    
    241,024(10,865
    )
    
    
    (69,245)
    
    
    
    (15,628
    )
    
    
    (128,094
    )
    
    
    (571,396
    )Valuation allowance
    
    
    10,506
    
    
    
    69,102
    
    
    
    14,712
    
    
    
    126,899
    
    
    
    562,232Other
    
    
    359
    
    
    
    143
    
    
    
    916
    
    
    
    1,195
    
    
    
    9,164Income tax recovery
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 b)
    
    Deferred income taxesThe Company has not recognized the deferred income tax asset because the benefit is not more
likely than not to be realized. The components of the net deferred income tax asset consist
of the following temporary differences:
 June 30, 2006
    
    
    December 31, 2005US $
    
    
    US $Difference between tax base and reported amounts of
depreciable assets
    
    
    44,373
    
    
    
    25,871Non-capital loss carry forwards
    
    
    6,973,597
    
    
    
    7,556,6467,017,970
    
    
    
    7,582,517Valuation allowance
    
    
    (7,017,970
    )
    
    
    (7,582,517
    )Deferred income tax asset
    
    
    
    
    
    
    
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 8.
    
    Income Taxes (continued)c)
    
    Loss carry forwardsAt June 30, 2006, the Company has US$17,588,398 of available loss carry forwards to reduce
taxable income for income tax purposes in the various jurisdictions as outlined below which
have not been reflected in these consolidated financial statements.
 Amount
    
    
    Expiry DatesTax Jurisdiction
    
    US $
    
    
    CommenceUnited States
    
    
    17,082,503
    
    
    
    2006Canada
    
    
    41,393
    
    
    
    2010Barbados
    
    
    464,502
    
    
    
    2012
 9. Segmented Information
  June 30, 2006
    
    
    December 31, 2005Property and equipment
    
    
    Property and equipmentUS $
    
    
    US $Canada
    
    
    129,810
    
    
    
    89,826India
    
    
    6,264,713
    
    
    
    2,216,6636,394,523
    
    
    
    2,306,489
 10. Commitments, Contingencies and Guarantees
 a) Restricted cash
 i)
    
    As at June 30, 2006, the Company has provided to the GOI three irrevocable letters
of credit totalling US$1,566,445 (Mehsana US$711,445, Sanand/Miroli US$455,000 and
Ankleshwar US$400,000) (December 31, 2005  US$392,485) secured by term deposits of the
Company in the same amount. These letters of credit serve as guarantees for the
performance of the minimum work commitments for the budget period ending March 31, 2007
of Phase I of these Cambay Blocks. The PSCs contain provisions whereby the joint
venture participants must provide the GOI a bank guarantee in the amount of 35% of the
participants share of the minimum work program for a particular phase, to be undertaken
during the period April 1, 2006 through March 31, 2007.ii)
    
    The Company has provided to their bankers as security for credit cards issued to
employees for business purposes a term deposit in the amount of US$35,876 (Cdn$40,000).
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 10.
    
    Commitments, Contingencies and Guarantees (continued)b)
    
    Production Sharing ContractsThe Company is required to expend funds on the exploration activities to fulfill the terms of
the minimum work commitment based on our participating interest for Phase I pursuant to the
PSCs in respect of each of our exploration blocks as follows:
 i)
    
    Mehsana  Acquire, process and interpret 75 square kilometers of 3D seismic and
drill 7 exploratory wells between 1,000 and 2,200 meters.ii)
    
    Sanand/Miroli  Acquire, process and interpret 200 square kilometers of 3D seismic
and drill 12 exploratory wells between 1,500 and 3,000 meters.iii)
    
    Ankleshwar  Acquire, process and interpret 448 square kilometers of 3D seismic and
drill 14 exploratory wells between 1,500 and 2,500 meters.iv)
    
    DS Block  Gravity and geochemical surveys and a 12,000 line kilometer aero
magnetic survey.
 In the event the Company fails to fulfill any of these minimum work programs, the Company must
pay to the GOI their proportionate share of the amount that would be required to complete the
minimum work program.Under the terms of all the PSCs, the Company is also required to keep in force a financial
and performance guarantee.c)
    
    Tarapur BlockAs the holder of a participating interest in the Tarapur Block, the Company will be required
to fund its 20% share of all further exploration and development costs incurred on the
exploration block. To June 30, 2006, US$2,872,040 has been incurred under the terms of the
Companys agreement with GSPC. Of this amount, US$1,762,660 has been paid to GSPC, US$671,169
is in accounts payable, and an additional US$438,211 has been accrued for costs incurred to
June 30, 2006. The Company has budgeted to expend an additional aggregate of approximately
US$4.6 million for exploration activities under the terms of the agreement entered into
covering the Tarapur block over the period April 1, 2006 to March 31, 2007. Under the terms
of the agreement, the Company will be required to keep in force a financial and performance
guarantee securing its performance under the Tarapur PSC.d)
    
    KG BlockUnder the terms of our PSC relating to the KG Block, the first phase of the exploration period
was to expire on September 11, 2005. The PSC provides that by the end of the first phase, the
contracting parties, in addition to other parts of the work program which have been completed,
shall have drilled at least fourteen wells. Through March 11, 2006, four wells had been
drilled on the exploration block, leaving ten wells to be drilled. The PSC provides that, if
at the end of an exploration phase a work program for that phase is not completed, the time
for completion of the exploration program for that phase is to be extended for a period
necessary to enable completion but not exceeding six months provided the parties (i) submit a
request by written notice to the Government of India at least thirty days prior to the
expiration of the relevant phase, (ii) can show technical or other good reasons for the
non-completion of the work program, and (iii) the management committee gives its consent to
the extension. Any such extension that is granted is to be deducted from the next succeeding
exploration phase.On August 5, 2005, a written notice requesting the six month extension was submitted and on
August 29, 2005, the management committee consented to the extension of six months to March
11, 2006 and deducted the six month extension from the Phase II exploration period.On February 24, 2006, the management committee for the KG Block recommended a further
extension to the first phase of twelve months to March 11, 2007 which is also to be deducted
from the second phase of the exploration program. As a further condition to the extension,
the management committee recommended that GSPC be required to provide a bank guarantee as to
50% of the unfinished work program, which
GSPC has agreed to provide. As at August 11, 2006, approval of this extension from the
Government of India is still pending.
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GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 10.
    
    Commitments, Contingencies and Guarantees (continued)Under the terms of the PSC, in the event the ten remaining wells are not drilled by March 11,
2007 or the further extension is not granted, the Company may be liable for consequences of
non-fulfillment of the minimum work commitment in a given time frame under the PSC. The PSC
has provisions for termination on account of various reasons specified therein including
material breach of the contract. Termination rights can be exercised after giving ninety days
written notice, unless such failure of compliance or contravention is remedied within the
ninety-day period or such extended period as may be granted by the Government of India. The
failure to timely complete the minimum work commitment may be deemed by the GOI to be a
failure to comply with the provisions of the PSC in a material particular. We have been
advised by GSPC that it is unaware of any such precedence. In the event the PSC is terminated
by the Government of India, or in the event the work program is not fulfilled by the end of
the relevant exploration phase, each party to the PSC is to pay to the Government of India its
participating interest share of an amount which is equal to the amount that would be required
to complete the minimum work program for that phase. We are of the view that GSPC, under the
terms of our CIA, would be liable for our participating interest share of the amount required
to complete the minimum work program for the phase. However, termination of the PSC by the
Government of India would result in the loss of our interest in the KG Block other than areas
determined to encompass commercial discoveries. No areas on the KG Block have been determined
to encompass commercial discoveries as of July 27, 2006. At June 30, 2006, GSPC, the
Operator of the KG Block, has expended on exploration activities approximately $18.8 million
attributable to us under the CIA as compared to $14.1 million at December 31, 2005.11.
    
    Subsequent Eventsa)
    
    On July 24, 2006, the Company issued two irrevocable letters of credit in the amount of
US$650,000 which are secured by term deposits of the Company in the same amount which is an
increase to the previous irrevocable letters of credit (Sanand/Miroli  increase of US$450,000
and Ankleshwar  increase of US$200,000). As at July 24, 2006, outstanding letters of credit
totaled US$2,216,445.b)
    
    Subsequent to the period ending June 30, 2006, the Board of Directors of the Company approved
the recommendations of the Compensation Committee with respect to:
 i)
    
    the grant, on July 25, 2006, of options to purchase 1,025,000 shares to employees
and consultants exercisable at US$3.95 per share, vesting at various dates and expiring
on December 31, 2009.ii)
    
    the grant, on July 25, 2006, of options to purchase 1,000,000 shares to directors
who are also senior officers exercisable at US$3.95 per share, vesting at various dates
and expiring on July 25, 2016.
 c)
    
    On July 27, 2006, a Registration Statement was filed by the Company with the US Securities
and Exchange Commission under the Act with respect to the registration of 4,000,000 shares of
common stock issuable pursuant to the terms of the Companys 1998 Stock Incentive Plan, as
such Plan was amended at the Companys annual meeting of stockholders held on June 14, 2006.
The Plan was amended to increase the number of shares reserved for issuance in accordance with
the terms of the Plan from 8,000,000 shares to 12,000,000 shares. Such shares or options to
purchase such shares are issuable under the Plan to selected employees, non-employee members
of the Board of Directors, and consultants or other independent advisors who provide services
to the Company. Also included in the Registration Statement was a Prospectus relating to the
re-sale of 3,237,000 shares of common stock by certain officers and Directors of the Company,
who may offer and sell from time to time, for their own accounts, shares of the Companys
common stock that they may acquire from time to time on exercise of options granted under the
Plan.
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##### Table of Contents



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
June 30, 2006
 12. Comparative figures
  13. Recent Accounting Standards
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 General
  Our Business Activities
   
    
    The first of our agreements, entered into in February 2003, grants exploration rights in
an area offshore eastern India. We refer to this as the KG Block and we have a net 5%
carried interest under this agreement.
    
    We have entered into two agreements which grant exploration rights in areas onshore in
the Cambay Basin in the State of Gujarat in western India. These agreements were entered
into with the Government of India in February 2004 and we have a 10% participating interest
under each of these agreements. We refer to these as the Mehsana Block and the
Sanand/Miroli Block.
    
    In April 2005, we entered into an agreement with Gujarat State Petroleum Corporation
Limited (GSPC), providing for our purchase and the sale by GSPC, subject to Government of
India consent, of a 20% participating interest in the agreement granting exploration rights
onshore in the Cambay Basin in the State of Gujarat. We refer to this as the Tarapur
Block.
    
    On September 23, 2005, we signed agreements with respect to two additional locations.
One area in which we hold a 10% participating interest is located onshore in the Cambay
Basin located in the State of Gujarat south-east of our three existing Cambay blocks. The
second area is onshore in the Deccan Syneclise Basin located in the northern portion of the
State of Maharashtra in west-central India for which we operate and hold a 100%
participating interest. We refer to these as the Ankleshwar Block and the DS Block.
  A COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 TO JUNE 30,
2005
 Statements of Operations
 Three months ended June 30, 2006 and 2005
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Six months ended June 30, 2006 and 2005
   Page 23




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Liquidity and Capital Resources
  Three months ended June 30, 2006 and 2005
     Page 24




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##### Table of Contents



Six months ended June 30, 2006 and 2005
     The KG Block and Our Carried Interest Agreement
    The NELP IV Cambay Block Agreements
  Page 25




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##### Table of Contents



Tarapur Block Agreement
  The NELP V Block Agreements
    2006 Activities
    Page 26




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Recent Accounting Standards
 Accounting for Stock-Based Compensation. Share-Based Payment
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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
  
    
    the statements in this Report regarding our plans and objectives relating to our future
operations,
    
    plans and objectives regarding the exploration, development and production activities
conducted on the exploration blocks in India in which we have interests,
    
    plans regarding drilling activities intended to be conducted through the ventures in which
we are a participant, the success of those drilling activities and our ability and the
ability of the ventures to complete any wells on the exploration blocks, to develop reserves
of hydrocarbons in commercially marketable quantities, to establish facilities for the
collection, distribution and marketing of hydrocarbons, to produce oil and natural gas in
commercial quantities and to realize revenues from the sales of those hydrocarbons,
    
    our plans and objectives to join with others or to directly seek to enter into or acquire
interests in additional PSCs with the GOI and others,
    
    our assumptions, plans and expectations regarding our future capital requirements,
    
    our plans and intentions regarding our plans to raise additional capital,
    
    the costs and expenses to be incurred in conducting exploration, well drilling,
development and production activities and the adequacy of our capital to meet our
requirements for our present and anticipated levels of activities are all forward-looking
statements.
  
    
    We cannot assure you that our assumptions or our business plans and objectives discussed
herein will prove to be accurate or be able to be attained.
    
    We cannot assure you that any commercially recoverable quantities of hydrocarbon reserves
will be discovered on the exploration blocks in which we have an interest.
    
    Our ability to realize revenues cannot be assured. Our ability to successfully drill,
test and complete producing wells cannot be assured.
    
    We cannot assure you that we will have available to us the capital required to meet our
plans and objectives at the times and in the amounts required or we will have available to us
the amounts we are required to fund under the terms of the PSCs we are a party to.
    
    We cannot assure you that we will be successful in joining any further ventures seeking to
be granted PSCs by the GOI or that we will be successful in acquiring interests in existing
ventures.
    
    We cannot assure you that the GOI will consent to the assignment by GSPC of the 20%
participating interest in the Tarapur Block.
    
    We cannot assure you that the outcome of testing of one or more wells on the KG Block will
be satisfactory and result in a commercially-productive well or that any further wells
drilled on the KG Block will have commercially-successful results.
 Page 28




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Risk Factors
  Risks Relating to Our Oil and Gas Activities
 Because We Are In the Early Stage Of Developing Our Activities, There Are Considerable Risks
That We Will Be Unsuccessful
    Page 29




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##### Table of Contents



Our Interest In The Production Sharing Contracts Involve Highly Speculative Exploration
Opportunities That Involve Material Risks That We Will Be Unsuccessful
  Possible Inability of Contracting Parties to Fulfill Phase One of the Minimum Work Program for
the KG Block
    Page 30




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##### Table of Contents



Because Our Activities Have Only Recently Commenced And We Have No Operating History And
Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance Of Our
Profitability
  §
    
    We will experience failures to discover oil and gas in commercial quantities;§
    
    There are uncertainties as to the costs to be incurred in our exploratory drilling
activities, cost overruns are possible and we may encounter mechanical difficulties and
failures in completing wells;§
    
    There are uncertain costs inherent in drilling into unknown formations, such as
over-pressured zones, high temperatures and tools lost in the hole; and§
    
    We may make changes in our drilling plans and locations as a result of prior exploratory
drilling.
   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
  Page 31




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Indias Regulatory Regime May Increase Our Risks And Expenses In Doing Business
  Page 32




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Our Control By Directors And Executive Officers May Result In Those Persons Having Interests
Divergent From Our Other Stockholders
  Our Reliance On A Limited Number Of Key Management Personnel Imposes Risks On Us That We Will
Have Insufficient Management Personnel Available If The Services Of Any Of Them Are Unavailable
   Our Success Is Largely Dependent On The Success Of The Operators Of The Ventures In Which We
Participate And Their Failure Or Inability To Properly Or Successfully Operate The Oil And Gas
Exploration, Development And Production Activities On An Exploration Block, Could Materially
Adversely Affect Us
   Page 33




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##### Table of Contents



Certain Terms Of The Production Sharing Contracts May Create Additional Expenses And Risks That
Could Adversely Affect Our Revenues And Profitability
  §
    
    The venture participants are required to complete certain minimum work programs during
the three phases of the terms of the PSCs. In the event the venture participants fail to
fulfill any of these minimum work programs, the parties to the venture must pay to the GOI
their proportionate share of the amount that would be required to complete the minimum work
program. Accordingly, we could be called upon to pay our proportionate share of the
estimated costs of any incomplete work programs;§
    
    Until such time as the GOI attains self sufficiency in the production of crude oil and
condensate and is able to meet its national demand, the parties to the venture are required
to sell in the Indian domestic market their entitlement under the PSCs to crude oil and
condensate produced from the exploration blocks. In addition, the Indian domestic market
has the first call on natural gas produced from the exploration blocks and the discovery
and production of natural gas must be made in the context of the governments policy of
utilization of natural gas and take into account the objectives of the government to
develop its resources in the most efficient manner and promote conservation measures.
Accordingly, this provision could interfere with our ability to realize the maximum price
for our share of production of hydrocarbons;§
    
    The parties to each agreement that are not Indian companies, which includes us, are
required to negotiate technical assistance agreements with the GOI or its nominee whereby
such foreign company can render technical assistance and make available commercially
available technical information of a proprietary nature for use in India by the government
or its nominee, subject, among other things, to confidentiality restrictions. Although not
intended, this could increase each ventures and our cost of operations; and§
    
    The parties to each venture are required to give preference, including the use of tender
procedures, to the purchase and use of goods manufactured, produced or supplied in India
provided that such goods are available on equal or better terms than imported goods, and to
employ Indian subcontractors having the required skills insofar as their services are
available on comparable standards and at competitive prices and terms. Although not
intended, this could increase the ventures and our cost of operations.
  Page 34




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##### Table of Contents



Oil And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely Affect Our
Financial Results
  §
    
    political conditions in oil producing regions, including the Middle East and elsewhere;§
    
    the domestic and foreign supply of oil and gas;§
    
    quotas imposed by the Organization of Petroleum Exporting Countries upon its members;§
    
    the level of consumer demand;§
    
    weather conditions;§
    
    domestic and foreign government regulations;§
    
    the price and availability of alternative fuels;§
    
    overall economic conditions; and§
    
    international political conditions.
  §
    
    the capacity and availability of oil and gas gathering systems and pipelines;§
    
    the ability to produce oil and gas in commercial quantities and to enhance and maintain
production from existing wells and wells proposed to be drilled;§
    
    the proximity of future hydrocarbon discoveries to oil and gas transmission facilities
and processing equipment (as well as the capacity of such facilities);§
    
    the effect of governmental regulation of production and transportation (including
regulations relating to prices, taxes, royalties, land tenure, allowable production,
importing and exporting of oil and condensate and matters associated with the protection of
the environment);§
    
    the imposition of trade sanctions or embargoes by other countries;§
    
    the availability and frequency of delivery vessels;§
    
    changes in supply due to drilling by others;§
    
    the availability of drilling rigs and qualified personnel; and§
    
    changes in demand.
 Our Ability To Locate And Participate In Additional Exploration Opportunities And To Manage
Growth May Be Limited By Reason Of Our Limited History Of Operations And The Limited Size Of Our
Staff
  Page 35




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##### Table of Contents



Our Future Performance Depends Upon Our Ability And The Ability Of The Ventures In Which We
Participate To Find Or Acquire Oil And Gas Reserves That Are Economically Recoverable
   Estimating Reserves And Future Net Revenues Involves Uncertainties And Oil And Gas Price
Declines May Lead To Impairment Of Oil And Gas Assets
  Page 36




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Risks Relating To The Market For Our Common Stock
 Volatility Of Our Stock Price
  
 ITEM 3. CONTROLS AND PROCEDURES
   Page 37




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##### Table of Contents



PART II
OTHER INFORMATION
 
 ITEM 6. EXHIBITS
 31.1*
    
    Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)31.2*
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)32.1
    
    Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished,
not filed)32.2
    
    Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)
 
 *
    
    filed herewith Page 38




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##### Table of Contents



Exchange Act
 GEOGLOBAL RESOURCES INC.(Registrant)August 11, 2006
    
    /s/ Jean Paul RoyJean Paul RoyPresident and Chief Executive Officer(Principal Executive Officer and Director)August 11, 2006
    
    /s/ Allan J. KentAllan J. KentExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting)
 Page 39