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,
      2009;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 or 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)Registrant's
      telephone number, including area code:
            
            +1
      403-777-9250





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
preceding 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
      þ
            NO
      o








Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).




YES
      o
            NO
      þ








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            
            Accelerated
      filer
            þ
            Non-accelerated
      filer
            
            Smaller
      reporting company








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




YES  o
            NO
      þ





The
number of shares outstanding of the registrant’s common stock as of May 11, 2009
was 72,805,756








GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)


QUARTERLY
REPORT ON FORM 10-Q





TABLE
OF CONTENTS





Page
      No.PART
      I
                FINANCIAL
      INFORMATIONITEM
      1.
              
              Financial
      StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2009 and December 31,
      2008
              
              3Condensed
      Consolidated Statements of Operations for the three months
      ended
                March
      31, 2009 and March 31, 2008 and for the period from inception
      on
                August
      21, 2002 to March 31, 2009
              
              4Consolidated
      Statements of Changes in Stockholders' Equity
              
              5Condensed
      Consolidated Statements of Cash Flows for the three months
      ended
                March
      31, 2009 and March 31, 2008 and for the period from inception
      on
                August
      21, 2002 to March 31, 2009
              
              7Notes
      to the Condensed Consolidated Financial Statements as at March 31,
      2009
              
              8-18ITEM
      2.
              
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              19ITEM
      3.
              
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              26ITEM
      4.
              
              Controls
      and Procedures
              
              26PART
      II
                OTHER
      INFORMATIONITEM
      1A.
              
              Risk
      Factors
              
              27ITEM
      6.
              
              Exhibits
              
              31











Page
2


PART
I


FINANCIAL
INFORMATION





ITEM
1.                      FINANCIAL
STATEMENTS





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONDENSED
      CONSOLIDATED BALANCE SHEETSMarch
      31, 2009
                
                
                December
      31, 2008(Unaudited)
                
                
                (Audited)AssetsCurrentCash
      and cash equivalents
                
                
                23,965,918
                
                
                
                25,432,814Accounts
      receivable
                
                
                148,876
                
                
                
                229,642Prepaids
      and deposits
                
                
                137,813
                
                
                
                242,05924,252,607
                
                
                
                25,904,515Restricted
      deposits (note 4)
                
                
                6,925,000
                
                
                
                10,800,000Property
      and equipment (note 5)
                
                
                38,644,258
                
                
                
                35,160,81469,821,865
                
                
                
                71,865,329LiabilitiesCurrentAccounts
      payable
                
                
                1,317,831
                
                
                
                4,847,513Accrued
      liabilities
                
                
                6,229,663
                
                
                
                4,330,591Due
      to related companies (note 11)
                
                
                87,142
                
                
                
                32,9167,634,636
                
                
                
                9,211,020Asset
      retirement obligation (note 6)
                
                
                672,005
                
                
                
                633,5988,306,641
                
                
                
                9,844,618Stockholders'
      EquityCapital
      stockAuthorized100,000,000
      common shares with a par value of $0.001 each1,000,000
      preferred shares with a par value of $0.01 eachIssued72,805,756
      common shares (December 31, 2008 – 72,805,756)
                
                
                58,214
                
                
                
                58,214Additional
      paid-in capital
                
                
                85,216,082
                
                
                
                84,554,673Deficit
      accumulated during the development stage
                
                
                (23,759,072
                )
                
                
                (22,592,176
                )61,515,224
                
                
                
                62,020,71169,821,865
                
                
                
                71,865,329See
      Going Concern (note 2), Commitments (note 13) and Contingencies (note
      14).
                  The
      accompanying notes are an integral part of these Condensed Consolidated
      Financial Statements.





Page
3








GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                  (Unaudited)Three
      months
                  ended
                  March
      31, 2009
                
                
                Three
      months
                  ended
                  March
      31, 2008
                
                
                Period
      from Inception,
                  August
      21, 2002
                  to
      March 31, 2009ExpensesGeneral
      and administrative
                
                
                833,169
                
                
                
                505,288
                
                
                
                8,452,181Consulting
      fees
                
                
                183,163
                
                
                
                301,988
                
                
                
                6,085,879Professional
      fees
                
                
                231,843
                
                
                
                114,317
                
                
                
                3,111,663Impairment
      of oil and gas properties (note 5)
                
                
                --
                
                
                
                --
                
                
                
                10,098,015Depreciation
                
                
                15,419
                
                
                
                12,632
                
                
                
                334,298Accretion
      Expense
                
                
                12,672
                
                
                
                6,378
                
                
                
                44,8741,276,266
                
                
                
                940,603
                
                
                
                28,126,910Other
      expenses (income)Consulting
      fees recovered
                
                
                --
                
                
                
                --
                
                
                
                (66,025
                )Equipment
      costs recovered
                
                
                --
                
                
                
                --
                
                
                
                (19,395
                )Gain
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                (42,228
                )Foreign
      exchange (gain) loss
                
                
                4,726
                
                
                
                12,701
                
                
                
                115,483Interest
      income
                
                
                (114,096
                )
                
                
                (449,002
                )
                
                
                (5,675,673
                )(109,370
                )
                
                
                (436,301
                )
                
                
                (5,687,838
                )Net
      loss and comprehensive loss for the period
                
                
                (1,166,896
                )
                
                
                (504,302
                )
                
                
                (22,439,072
                )Basic and diluted net loss per
      share (note 12)
                
                
                (0.02
                )
                
                
                (0.01
                )





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


Page
4








GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY
                  (Unaudited)Number
      of
                  Shares
                  #
                
                
                Capital Stock
                  $
                
                
                Additional
                  paid-in
      capital
                  $
                
                
                Accumulated
                  Deficit
                  $
                
                
                Stockholders'
                  Equity
                  $Common
      shares issued on incorporation - Aug 21, 2002
                
                
                1,000
                
                
                
                64
                
                
                
                --
                
                
                
                --
                
                
                
                64Net
      loss and comprehensive loss for the period
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (13,813
                )
                
                
                (13,813
                )Balance
      at December 31, 2002
                
                
                1,000
                
                
                
                64
                
                
                
                --
                
                
                
                (13,813
                )
                
                
                (13,749
                )Capital
      stock of GeoGlobal at August 29, 2003
                
                
                14,656,688
                
                
                
                14,657
                
                
                
                --
                
                
                
                10,914,545
                
                
                
                10,929,202Elimination
      of GeoGlobal capital stock in recognition
                  of
      reverse takeover
                
                
                (1,000
                )
                
                
                (14,657
                )
                
                
                --
                
                
                
                (10,914,545
                )
                
                
                (10,929,202
                )Common
      shares issued during 2003:On
      acquisition
                
                
                34,000,000
                
                
                
                34,000
                
                
                
                1,072,960
                
                
                
                --
                
                
                
                1,106,960Options
      exercised for cash
                
                
                396,668
                
                
                
                397
                
                
                
                101,253
                
                
                
                --
                
                
                
                101,650December
      2003 private placement financing
                
                
                6,000,000
                
                
                
                6,000
                
                
                
                5,994,000
                
                
                
                --
                
                
                
                6,000,000Share
      issuance costs on private placement
                
                
                --
                
                
                
                --
                
                
                
                (483,325
                )
                
                
                --
                
                
                
                (483,325
                )Share
      issuance costs on acquisition
                
                
                --
                
                
                
                --
                
                
                
                (66,850
                )
                
                
                --
                
                
                
                (66,850
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                62,913
                
                
                
                --
                
                
                
                62,913Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (518,377
                )
                
                
                (518,377
                )Balance
      at December 31, 2003
                
                
                55,053,356
                
                
                
                40,461
                
                
                
                6,680,951
                
                
                
                (532,190
                )
                
                
                6,189,222Common
      shares issued during 2004:Options
      exercised for cash
                
                
                115,000
                
                
                
                115
                
                
                
                154,785
                
                
                
                --
                
                
                
                154,900Broker
      Warrants exercised for cash
                
                
                39,100
                
                
                
                39
                
                
                
                58,611
                
                
                
                --
                
                
                
                58,650Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                350,255
                
                
                
                --
                
                
                
                350,255Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,171,498
                )
                
                
                (1,171,498
                )Balance
      at December 31, 2004
                
                
                55,207,456
                
                
                
                40,615
                
                
                
                7,244,602
                
                
                
                (1,703,688
                )
                
                
                5,581,529Common
      shares issued during 2005:Options
      exercised for cash
                
                
                739,000
                
                
                
                739
                
                
                
                1,004,647
                
                
                
                --
                
                
                
                1,005,3862003
      Purchase Warrants exercised for cash
                
                
                2,214,500
                
                
                
                2,214
                
                
                
                5,534,036
                
                
                
                --
                
                
                
                5,536,250Broker
      Warrants exercised for cash
                
                
                540,900
                
                
                
                541
                
                
                
                810,809
                
                
                
                --
                
                
                
                811,350September
      2005 private placement financing
                
                
                4,252,400
                
                
                
                4,252
                
                
                
                27,636,348
                
                
                
                --
                
                
                
                27,640,600Share
      issuance costs on private placement
                
                
                --
                
                
                
                --
                
                
                
                (1,541,686
                )
                
                
                --
                
                
                
                (1,541,686
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                4,354,256
                
                
                
                --
                
                
                
                4,354,256Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (3,162,660
                )
                
                
                (3,162,660
                )Balance
      at December 31, 2005
                
                
                62,954,256
                
                
                
                48,361
                
                
                
                45,043,012
                
                
                
                (4,866,348
                )
                
                
                40,225,025Common
      shares issued during 2006:Options
      exercised for cash
                
                
                2,284,000
                
                
                
                2,285
                
                
                
                2,706,895
                
                
                
                --
                
                
                
                2,709,180Options
      exercised for notes receivable
                
                
                184,500
                
                
                
                185
                
                
                
                249,525
                
                
                
                --
                
                
                
                249,7102003
      Purchase Warrants exercised for cash
                
                
                785,500
                
                
                
                786
                
                
                
                1,962,964
                
                
                
                --
                
                
                
                1,963,750Share
      issuance costs
                
                
                --
                
                
                
                --
                
                
                
                (74,010
                )
                
                
                --
                
                
                
                (74,010
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                3,012,514
                
                
                
                --
                
                
                
                3,012,514Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,548,803
                )
                
                
                (1,548,803
                )Balance
      at December 31, 2006
                
                
                66,208,256
                
                
                
                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
                
                
                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 the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,543,110
                )
                
                
                (1,543,110
                )Balance
      as at December 31, 2007
                
                
                72,205,756
                
                
                
                57,614
                
                
                
                82,791,057
                
                
                
                (9,278,261
                )
                
                
                73,570,410





Page
5





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
                  (Unaudited)Number
      of
                  Shares
                  #
                
                
                Capital Stock
                  $
                
                
                Additional
                  paid-in
      capital
                  $
                
                
                Accumulated
                  Deficit
                  $
                
                
                Stockholders'
                  Equity
                  $Balance
      from December 31, 2007
                
                
                72,205,756
                
                
                
                57,614
                
                
                
                82,791,057
                
                
                
                (9,278,261
                )
                
                
                73,570,410Common
      shares issued during 2008:Options
      exercised for cash
                
                
                600,000
                
                
                
                600
                
                
                
                659,400
                
                
                
                --
                
                
                
                660,000Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                1,104,216
                
                
                
                --
                
                
                
                1,104,216Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (13,313,915
                )
                
                
                (13,313,915
                )Balance
      as at December 31, 2008
                
                
                72,805,756
                
                
                
                58,214
                
                
                
                84,554,673
                
                
                
                (22,592,176
                )
                
                
                62,020,711Transactions
      during the period:Stock-based
      compensation (note 10)
                
                
                --
                
                
                
                --
                
                
                
                661,409
                
                
                
                --
                
                
                
                661,409Net
      loss and comprehensive loss for the period
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,166,896
                )
                
                
                (1,166,896
                )Balance
      as at March 31, 2009
                
                
                72,805,756
                
                
                
                58,214
                
                
                
                85,216,082
                
                
                
                (23,759,072
                )
                
                
                61,515,224The
      accompanying notes are an integral part of these Condensed Consolidated
      Financial Statements.





Page
6





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (Unaudited)Three
      months
                  ended
                  March
      31, 2009
                
                
                Three
      months
                  ended
                  March
      31, 2008
                
                
                Period
      from
                  Inception,
                  August
      21, 2002
                  to
      March 31, 2009Cash
      flows provided by (used in) operating activities:Net
      loss
                
                
                (1,166,896
                )
                
                
                (504,302
                )
                
                
                (22,439,072
                )Adjustments
      to reconcile net loss to net cash used
                  in
      operating activities:Accretion
      expense
                
                
                12,672
                
                
                
                6,378
                
                
                
                44,874Asset
      impairment
                
                
                --
                
                
                
                --
                
                
                
                10,098,015Depreciation
                
                
                15,419
                
                
                
                12,632
                
                
                
                334,298Gain
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                (42,228
                )Stock-based
      compensation (note 10)
                
                
                379,245
                
                
                
                172,493
                
                
                
                6,291,1472005
      Compensation Option and Warrant
                  modification
                
                
                --
                
                
                
                --
                
                
                
                240,000Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                80,766
                
                
                
                (162,014
                )
                
                
                (73,876
                )Prepaids
      and deposits
                
                
                104,246
                
                
                
                17,775
                
                
                
                (106,245
                )Accounts
      payable
                
                
                369,996
                
                
                
                (227,047
                )
                
                
                418,237Accrued
      liabilities
                
                
                (270,757
                )
                
                
                (230,000
                )
                
                
                90,901Due
      to related companies
                
                
                54,226
                
                
                
                8,851
                
                
                
                45,386(421,083
                )
                
                
                (905,234
                )
                
                
                (5,098,563
                )Cash
      flows provided by (used in) investing activities:Oil
      and natural gas property additions
                
                
                (3,190,964
                )
                
                
                (4,410,916
                )
                
                
                (41,021,299
                )Property
      and equipment additions
                
                
                --
                
                
                
                (11,027
                )
                
                
                (1,521,301
                )Proceeds
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                82,800Cash
      acquired on acquisition
                
                
                --
                
                
                
                --
                
                
                
                3,034,666Restricted
      deposits (note 4)
                
                
                3,875,000
                
                
                
                (4,025,000
                )
                
                
                (8,095,000
                )Changes
      in investing assets and liabilities:Cash
      call receivable
                
                
                --
                
                
                
                (275,569
                )
                
                
                --Prepaids
      and deposits
                
                
                --
                
                
                
                (80,658
                )
                
                
                (31,568
                )Accounts
      payable
                
                
                (3,899,678
                )
                
                
                1,643,233
                
                
                
                850,586Accrued
      liabilities
                
                
                2,169,829
                
                
                
                538,553
                
                
                
                6,138,762(1,045,813
                )
                
                
                (6,621,384
                )
                
                
                (40,562,354
                )Cash
      flows provided by (used in) financing activities:Proceeds
      from issuance of common shares
                
                
                --
                
                
                
                --
                
                
                
                75,612,165Share
      issuance costs
                
                
                --
                
                
                
                --
                
                
                
                (4,073,388
                )Changes
      in financing liabilities:Note
      payable
                
                
                --
                
                
                
                --
                
                
                
                (2,000,000
                )Accounts
      payable
                
                
                --
                
                
                
                --
                
                
                
                61,078Due
      to related companies
                
                
                --
                
                
                
                --
                
                
                
                26,980--
                
                
                
                --
                
                
                
                69,626,835Net
      increase (decrease) in cash and cash equivalents
                
                
                (1,466,896
                )
                
                
                (7,526,618
                )
                
                
                23,965,918Cash
      and cash equivalents, beginning of the period
                
                
                25,432,814
                
                
                
                48,134,858
                
                
                
                --Cash
      and cash equivalents, end of the period
                
                
                23,965,918
                
                
                
                40,608,240
                
                
                
                23,965,918Cash
      and cash equivalentsCurrent
      bank accounts
                
                
                232,254
                
                
                
                358,421
                
                
                
                232,254Short
      term deposits
                
                
                23,733,664
                
                
                
                40,249,819
                
                
                
                23,733,66423,965,918
                
                
                
                40,608,240
                
                
                
                23,965,918Cash
      taxes paid during the period
                
                
                --
                
                
                
                11,850
                
                
                
                98,163




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


Page
7
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


1.         Organization
and 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 with
the Gujarat State Petroleum Corporation, Oil India Limited among others, and the
Government of India and the development thereof.  The Company is a
Delaware corporation whose common stock is listed and traded on the NYSE
Euronext Exchange under the symbol GGR.




On August
29, 2003 (the inception date), the Company commenced oil and gas exploration
activities.  As of March 31, 2009, the Company has not produced a
sustainable positive cash flow from its oil and gas
operations.  Accordingly, the Company’s activities have been accounted
for as those of a “Development Stage Enterprise” as set forth in SFAS No. 7,
“Accounting for Development Stage Entities.”  Among the disclosures
required by SFAS No. 7 are that the Company’s financial statements be identified
as those of a development stage company.  In addition, the statements
of operations and comprehensive loss, stockholders equity (deficit) and cash
flows are required to disclose all activity since the Company’s date of
inception.  The Company will continue to prepare its financial
statements and related disclosures in accordance with SFAS No. 7 until such time
that the Company’s oil and gas properties have generated significant
revenues.





2.         Going
Concern




To date,
the Company has not earned revenue from its operations and is considered to be
in the development stage.  The Company incurs negative cash flows from
operations, and at this time all exploration activities and overhead expenses
are financed by way of equity issuance and interest income.  The
recoverability of the costs incurred to date is uncertain and dependent upon
achieving commercial production or sale.




The
Company's ability to continue as a going concern is dependent upon obtaining the
necessary financing to complete further exploration and development activities
and generate profitable operations from its oil and natural gas interests in the
future.  The Company's financial statements as at and for the period
ended March 31, 2009 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business.  The Company during the
three months ended March 31, 2009 incurred a net loss of approximately $1.2
million, used approximately $0.4 million of cash flow in its operating
activities, used approximately $1.0 million in its investing activities and had
an accumulated deficit of approximately $23.8 million.  These matters
raise doubt about the Company’s ability to continue as a going
concern.




The
Company expects to incur expenditures to further its exploration programs and
the Company's existing cash balance and any cash flow from operating activities
may not be sufficient to satisfy its current obligations and meet its
exploration commitments of $31.9 million over the next three
years.  The Company is considering various alternatives to remedy any
future shortfall in capital.  The Company may deem it necessary to
raise capital through equity markets, debt markets or other financing
arrangements, including participation arrangements that may be available for
continued exploration expenditures.  As a result of the current global
financial crisis and lack of liquidity in the banking system, there can be no
assurance this capital will be available and if it is not, we may be forced to
substantially curtail or cease exploration block acquisition and/or exploration
expenditures.




As at
March 31, 2009, the Company has working capital of approximately $16.7 million
which is available for the Company's future operations.  In addition,
the Company has $6.9 million in restricted deposits pledged as security against
the minimum work programs which will be released upon completion of the minimum
work programs.




Should
the going concern assumption not be appropriate and the Company is not able to
realize its assets and settle its liabilities, commitments (as described in note
13) and contingencies (as described in note 14) in the normal course of
operations, these condensed consolidated financial statements would require
adjustments to the amounts and classifications of assets and liabilities, and
these adjustments could be significant.




These
condensed consolidated financial statements do not reflect the adjustments or
reclassifications of assets and liabilities that would be necessary if the
Company is unable to continue as a going concern.





Page
8
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


3.         Significant
Accounting Policies




Basis
of presentation


The
accompanying condensed consolidated financial statements of the Company, with
the exception of the Consolidated Balance Sheet at December 31, 2008, have not
been audited, are presented in United States dollars unless otherwise noted and
have been prepared by management in accordance with accounting principles
generally accepted in the United States of America.




In the
opinion of management, these condensed consolidated financial statements reflect
all of the normal and recurring adjustments necessary to present fairly the
financial position at March 31, 2009, the results of operations and cash flows
for the three months ended March 31, 2009 and 2008 and for the period from
inception of August 21, 2002 to March 31, 2009.  In preparing these
accompanying condensed consolidated 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 the Company's Annual Report on Form 10-K for the year ended December
31, 2008.  The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.




Recently
Adopted Accounting Pronouncements


SFAS 141R– In December 2007,
the FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007) (SFAS 141R), “Business Combinations”.  SFAS 141R requires the
acquiring entity in a business combination to recognize the assets acquired and
liabilities assumed. Further, SFAS 141R also changes the accounting for acquired
in-process research and development assets, contingent consideration, partial
acquisitions and transaction costs.  The Company adopted this new
accounting standard on January 1, 2009.  The adoption of SFAS 141R
will impact future business combinations.




FSP 157-2– In February 2008,
the FASB issued FASB Staff Position on Statement 157, "Effective Date of FASB
Statement No. 157, "(FSP 157-2). FSP 157-2 delayed the effective date of SFAS
157 for nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed on a recurring basis, to fiscal years beginning after
November 15, 2008.  The Company’s significant nonfinancial assets and
liabilities include those reporting units measured at fair value in a goodwill
impairment test, asset retirement obligations and non-financial assets acquired
and liabilities assumed in a business combination.  The Company
adopted this new accounting standard on January 1, 2009.  The adoption
of FSP 157-2 did not have an impact on our financial statements.




FSP 157-3– In October 2008,
the FASB issued FASB Staff Position on Statement 157, "Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not Active” (FSP
157-3).  FSP 157-3 clarifies how SFAS 157 should be applied when
valuing securities in markets that are not active by illustrating key
considerations in determining fair value.  It also reaffirms the
notion of fair value as the exit price as of the measurement
date.  FSP 157-3 was effective upon issuance, which included periods
for which financial statements have not yet been issued.  The Company
adopted this new accounting standard effective July 1, 2008.  The
adoption of FSP 157-3 did not have a material impact on our financial
statements.




SFAS 160 – In December 2007,
the FASB issued Statement of Financial Accounting Standards No. 160 (SFAS 160),
“Non-controlling Interests in Consolidated Financial Statements – an amendment
of ARB No. 51.”  Under SFAS 160, all entities are required to report
non-controlling (minority) interests in subsidiaries as equity in the
consolidated financial statements. In addition, transactions between an entity
and non-controlling interests will be treated as equity
transactions.  The Company adopted this new accounting standard on
January 1, 2009.  The adoption of SFAS 160 did not have an impact on
our financial statements.




SFAS 161 – In March 2008, the
FASB issued Statement of Financial Accounting Standards No. 161 (SFAS 161),
“Disclosures about Derivative Instruments and Hedging Activities – an amendment
of FASB Statement No. 133.” SFAS 161 expands disclosures for derivative
instruments by requiring entities to disclose the fair value of derivative
instruments and their gains or losses in tabular format.  SFAS 161
also requires disclosure of information about credit risk-related contingent
features in derivative agreements, counterparty credit risk, and strategies and
objectives for using derivative instruments.  The Company adopted this
new accounting standard on January 1, 2009.  The adoption of SFAS 161
did not have a material impact on our financial statements as the standard
relates only to disclosures of items measured at fair value.




Page
9
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


3.           Significant
Accounting Policies (continued)




SFAS 162–In May 2008, the FASB
issuedStatement of
Financial Accounting Standards No. 162 (SFAS 162), “The Hierarchy of Generally
Accepted Accounting Principles.” SFAS 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 U.S. GAAP.  SFAS 162 was effective
November 16, 2008.  This Statement did not result in a change in the
Company’s current practice.




FSP FAS 107-1 and APB 28-1–In April
2009, the FASB issued FASB Staff Position on FAS 107-1 and APB 28-1, "Interim
Disclosures about Fair Value of Financial Instruments" (FSP FAS 107-1 and APB
28-1).  This FSP requires that the fair value disclosures required by
SFAS 107 “Disclosures about Fair Value of Financial Instruments” be included for
interim reporting periods.  The Company will adopt this new accounting
standard effective April 1, 2009.  The Company does not expect the
adoption of FSP FAS 107-1 and APB 28-1 will have a material impact on the
Company’s financial statements.




FSP FAS 115-2 and FAS 124-2 –
In April 2009, the FASB issued FASB Staff Position on FAS 115-2 and FAS 124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS
115-2 and FAS 124-2).  This FSP amends the impairment guidance
relating to certain debt securities and will require a company to assess the
likelihood of selling the security prior to recovering its cost
basis.  Additionally, when a company meets the criteria for
impairment, the impairment charges related to credit losses would be recognized
in earnings, while non-credit losses would be reflected in other comprehensive
income.  We will adopt this new accounting standard effective April 1,
2009.  The Company does not expect the adoption of FSP FAS 115-2 and
FAS 124-2 will have a material impact on the Company’s financial
statements.




FSP FAS 157-4– In April 2009,
the FASB issued FASB Staff Position on FAS 157-4, “Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS
157-4).  FSP FAS 157-4 provides guidance on determining when the
trading volume and activity for an asset or liability has significantly
decreased, which may indicate an inactive market, and on measuring the fair
value of an asset or liability in inactive markets.  The Company will
adopt this new accounting standard effective April 1, 2009.  The
Company does not expect the adoption of FSP FAS 157-4 will have a material
impact on the Company’s financial statements.




FSP FAS 141R-1– In April
2009, the FASB issued FASB Staff Position on FAS 141R-1, “Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies” (FSP FAS 141R-1).  FSP FAS 141R-1 requires that an
acquirer recognize at fair value, at the acquisition date, an asset acquired or
a liability assumed in a business combination that arises from a contingency if
the acquisition-date fair value of the asset or liability can be determined
during the measurement period.  The Company adopted this new
accounting standard on January 1, 2009.  The adoption of FSP FAS
140R-1 did not have an impact on the Company’s financial
statements.





4.         Restricted
Deposits




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




The term
deposits securing these bank guarantees are as follows:




March
      31, 2009
                
                
                December
      31, 2008$
                
                
                
                $Exploration
      Blocks - IndiaMehsana
                
                
                160,000
                
                
                
                160,000Sanand/Miroli
                
                
                1,300,000
                
                
                
                1,300,000Ankleshwar
                
                
                1,490,000
                
                
                
                1,490,000Tarapur
                
                
                940,000
                
                
                
                940,000DS
      03
                
                
                450,000
                
                
                
                450,000DS
      04
                
                
                215,000
                
                
                
                215,000KG
      Onshore
                
                
                1,475,000
                
                
                
                3,695,000RJ
      20
                
                
                490,000
                
                
                
                1,475,000RJ
      21
                
                
                405,000
                
                
                
                1,075,0006,925,000
                
                
                
                10,800,000





Page
10
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


5.         Property
and Equipment




The
amounts capitalized as oil and natural gas properties were incurred for the
purchase, exploration and ongoing development of various properties, primarily
in India.




March
      31, 2009
                    $
                  
                  
                  December
      31, 2008
                    $Oil
      and natural gas properties (using the full-cost method)Unproved
      properties
                  
                  
                  47,694,825
                  
                  
                  
                  44,182,707Proved
      properties
                  
                  
                  --
                  
                  
                  
                  --Total
      oil and natural gas properties
                  
                  
                  47,694,825
                  
                  
                  
                  44,182,707Building
                  
                  
                  889,609
                  
                  
                  
                  889,609Computer,
      office and other equipment
                  
                  
                  548,893
                  
                  
                  
                  548,893Total
      property and equipment
                  
                  
                  49,133,327
                  
                  
                  
                  45,621,209Impairment
      of oil and natural gas properties
                  
                  
                  (10,098,015
                  )
                  
                  
                  (10,098,015
                  )Accumulated
      depreciation
                  
                  
                  (391,054
                  )
                  
                  
                  (362,380
                  )Total
      property and equipment, net
                  
                  
                  38,644,258
                  
                  
                  
                  35,160,814




The
unproved oil and natural gas properties consist of contract interests in 10
exploration blocks held in India.  These blocks are at various stages
of exploration and are not being depleted pending determination of existence of
proved reserves.




The
Company has capitalized $448,714 (March 31, 2008 - $294,065) of general and
administrative expenses directly related to exploration activities, including
$282,164 (March 31, 2008 - $170,079) of stock-based compensation
expense.  In addition, the Company has capitalized $13,255 (March 31,
2008 - $nil) of support equipment depreciation.




Impairment
of Oil and Gas Properties


For the
period ended March 31, 2009, the Company charged $nil (March 31, 2008 - $nil) to
the statement of operations for impairment charges.





6.         Asset
Retirement Obligation


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




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




March
      31, 2009
                  $
                
                
                December
      31, 2008
                  $Asset
      retirement obligation at beginning of period
                
                
                633,598
                
                
                
                318,922Liabilities
      incurred
                
                
                25,735
                
                
                
                282,474Accretion
      expense
                
                
                12,672
                
                
                
                32,202Asset
      retirement obligation at end of period
                
                
                672,005
                
                
                
                633,598





Page
11
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


7.         Fair
Value Measurements




Periodically,
the Company utilizes cash equivalents held in guaranteed investment
certificates, terms deposits and bearer deposits notes to invest a portion of
its cash on hand.  These securities are carried at fair value on the
consolidated balance sheets, with the changes in the fair value included in the
consolidated statements of operations and comprehensive loss for the period in
which the change occurs.




As
defined in SFAS 157, fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price).  SFAS 157
establishes a fair value hierarchy that prioritizes the inputs used to measure
fair value.  The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1
measurement) and the lowest priority to unobservable inputs (level 3
measurement).




The three
levels of the fair value hierarchy defined by SFAS 157 are as
follows:




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




Level 2 –
Pricing inputs are other than quoted prices in active markets included in level
1, which are either directly or indirectly observable as of the reported date
and includes those financial instruments that are valued using models or other
valuation methodologies.




Level 3 –
Pricing inputs include significant inputs that are generally less observable
from objective sources.  These inputs may be used with internally developed
methodologies that result in management’s best estimate of fair
value.




As at
March 31, 2009, the Company’s financial assets that are re-measured at fair
value on a recurring basis consisted of $23,733,664 in cash equivalents that are
classified as cash and cash equivalents and $6,925,000 in cash equivalents that
are classified as restricted deposits in the Consolidated Balance Sheets, as
there are no withdrawal restrictions, and are classified within Level 1 of the
fair value hierarchy because they are valued using quoted market prices for
identical assets.





8.         Escrowed
common stock




In August
2003, the Company completed a transaction with GeoGlobal Resources (India) Inc.,
a corporation then wholly-owned by Mr. Jean Paul Roy, whereby the Company
acquired all of the outstanding capital stock of GeoGlobal Resources (India)
Inc. in exchange for 34.0 million shares of its Common Stock and a US$2.0
million promissory note which has been paid in full.  Of the 34.0 million
shares, 14.5 million shares were delivered to Mr. Roy at the closing of the
transaction and an aggregate of 19.5 million shares were held in
escrow.




In August
2004, 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 remain in escrow and will be released only if a commercial
discovery as defined under the PSC is declared on the KG Offshore
Block.




The terms
of the transaction provide that Mr. Roy has the right to vote all 34.0 million
shares following the closing, including the shares during the period that are
held in escrow.  Shares not released from the escrow will be surrendered
back to the Company.


Page
12
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


9.         Warrants




From time
to time, the Company has issued compensation options, compensation warrants and
or warrants (collectively the “warrants”) in connection with financing
transactions.  The fair value of any warrants issued is recorded as a
reduction to share capital with a corresponding increase recorded to
Warrants.  The fair value of the Warrants is determined using the
Black–Scholes option pricing model and management’s assumptions as
disclosed.




Activity
with respect to all warrants is presented below for the periods as
noted:




March
      31, 2009
                
                
                December
      31, 2008Warrants
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Warrants
                  #
                
                
                Weighted
      Average Exercise Price
                  $Outstanding
      warrants at the beginning of period
                
                
                5,599,716
                
                
                
                7.91
                
                
                
                5,599,716
                
                
                
                7.91Warrants
      granted
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Warrants
      exercised
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Warrants
      outstanding at the end of period
                
                
                5,599,716
                
                
                
                7.91
                
                
                
                5,599,716
                
                
                
                7.91Exercisable
      at end of period
                
                
                5,599,716
                
                
                
                7.91
                
                
                
                5,599,716
                
                
                
                7.91




The
weighted average remaining life by exercise price as of March 31, 2009 is
summarized below:




Warrants
              
              Outstanding
      and
                Exercisable
                #
              
              
              Weighted
      Average Remaining Life
                (Months)
              
              
              Weighted
      Average Exercise Price
                $Compensation
      Options
              
              
              535,944
              
              
              
              2.6
              
              
              
              5.55Compensation
      Warrants
              
              
              97,572
              
              
              
              2.6
              
              
              
              9.00Warrants
              
              
              4,966,200
              
              
              
              2.6
              
              
              
              8.145,599,716
              
              
              
              2.6
              
              
              
              7.91




The
warrants have certain terms and conditions as follows:




Compensation
options enable the holder to purchase one fully-paid non-assessable common share
of the Company at a specified price up to June 20, 2009.  Certain
compensation options consist of one compensation option and one half of one
common share purchase warrant referred to as compensation warrants;




Compensation
warrants enable the holder to purchase one fully-paid non-assessable common
share of the Company at a specified price up to June 20, 2009; and




Warrants
enable the holder to purchase one fully-paid non-assessable common share of the
Company at a specified price up to June 20, 2009.





10.         Stock
Options




The
Company's 2008 Stock Incentive Plan (2008 Plan)


On July
29, 2008 at the Annual Meeting of Stockholders, the shareholders of the Company
approved the adoption of the 2008 Plan.  Under the terms of the 2008
Plan, 12,000,000 common shares have been reserved for issuance on exercise of
options granted under the 2008 Plan.  As at March 31, 2009, the
Company had 10,625,000 common shares remaining for the grant of options under
the 2008 Plan.  The Board of Directors of the Company may amend or
modify the 2008 Plan at any time, subject to any required stockholder
approval.  The 2008 Plan will terminate on the earliest of: (i) May
30, 2018; (ii) the date on which all shares available for issuance under the
2008 Plan have been issued as fully-vested shares; or, (iii) the termination of
all outstanding options in connection with certain changes in control or
ownership of the Company.




Page
13
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


10.         Stock
Options (continued)




Stock-based
compensation


The
Company adopted SFAS 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, non-employee consultants and non-employee 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 vested tranche.




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




Three
      months
                ended
                March
      31, 2009
              
              
              Three
      months
                ended
                March
      31, 2008
              
              
              Period
      from
                Inception
                August
      21, 2002
                to
      March 31, 2009Stock-based
      compensationConsolidated
      Statements of OperationsGeneral
      and administrative
              
              
              363,345
              
              
              
              181,104
              
              
              
              3,016,195Consulting
      fees
              
              
              15,900
              
              
              
              (8,611
              )
              
              
              3,274,952379,245
              
              
              
              172,493
              
              
              
              6,291,147Consolidated
      Balance SheetsOil
      and gas interests
              
              
              282,164
              
              
              
              170,079
              
              
              
              4,777,442661,409
              
              
              
              342,572
              
              
              
              11,068,589




At March
31, 2009, the total compensation cost related to non-vested awards not yet
recognized was $692,017 (December 31, 2008 – $1,719,349) which will be
recognized over a weighted-average period of 2.3 years.  During the
three months ended March 31, 2009 and March 31, 2008, no stock options were
exercised.




No income
tax benefit has been recognized relating to stock-based compensation expense and
no tax benefits have been realized from the exercise of stock
options.




The fair
value of each option granted was estimated on the date of grant using the
Black-Scholes option-pricing model.  Weighted average assumptions used
in the valuation are disclosed in the following table:




Three
      months ended
                  March
      31, 2009
                
                
                Three
      months ended
                  March
      31, 2008Fair
      value of stock options granted (per option)
                
                
                $  
        0.27
                
                
                
                $    
      1.50Risk-free
      interest rate
                
                
                1.09%
                
                
                
                1.62%Volatility
                
                
                103%
                
                
                
                122%Expected
      life
                
                2.6
      years
                
                
                2.2
      yearsDividend
      yield
                
                
                0%
                
                
                
                0%







Page
14
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


10.         Stock
Options (continued)




Stock
option table


Activity
with respect to all stock options is presented below for the periods as
noted:




March
      31, 2009
                
                
                December
      31, 2008Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $Outstanding
      options at beginning of period
                
                
                5,325,000
                
                
                
                3.69
                
                
                
                4,470,000
                
                
                
                4.04Options
      granted
                
                
                --
                
                
                
                --
                
                
                
                1,575,000
                
                
                
                1.94Options
      exercised
                
                
                --
                
                
                
                --
                
                
                
                (600,000
                )
                
                
                1.10Options
      expired
                
                
                (35,000
                )
                
                
                6.45
                
                
                
                (110,000
                )
                
                
                6.50Forfeitures
      and other adjustments
                
                
                --
                
                
                
                --
                
                
                
                (10,000
                )
                
                
                7.52Options
      outstanding at end of period
                
                
                5,290,000
                
                
                
                3.67
                
                
                
                5,325,000
                
                
                
                3.69Outstanding
      aggregate intrinsic value
                
                $
                --
                
                
                
                
                
                
                $
                --Exercisable
      at end of period
                
                
                4,162,500
                
                
                
                3.98
                
                
                
                3,610,000
                
                
                
                4.37Exercisable
      aggregate intrinsic value
                
                $
                --
                
                
                
                
                
                
                $
                --





The
weighted average remaining life by exercise price as of March 31, 2009 is
summarized below:




Range
      of Exercise Prices
                  $
                
                
                Outstanding
      Shares
                  #
                
                
                Weighted
      Average Remaining Life
                  (Months)
                
                
                Exercisable
      Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $1.00
      - 2.99
                
                
                
                
                1,375,000
                
                
                
                33.0
                
                
                
                647,500
                
                
                
                1.723.00
      - 4.99
                
                
                
                
                2,375,000
                
                
                
                55.0
                
                
                
                2,105,000
                
                
                
                3.925.00
      - 5.99
                
                
                
                
                1,490,000
                
                
                
                40.1
                
                
                
                1,360,000
                
                
                
                5.046.00
      - 6.99
                
                
                
                
                50,000
                
                
                
                78.1
                
                
                
                50,000
                
                
                
                6.815,290,000
                
                
                
                45.3
                
                
                
                4,162,500
                
                
                
                3.98





11.         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.




Roy
Group (Mauritius) Inc. (RGM)


In March
2003, the Company entered into a Participating Interest Agreement with RGM (a
party related by a common officer and director), whereby the Company assigned
and holds in trust for 50% of the benefits and obligations of the production
sharing contract covering the KG Offshore Block leaving the Company with a net
5% participating interest in the KG Offshore Block.  The assignment of
interest is subject to approval by the Government of India.




Under the
terms of the Participating Interest Agreement and until approval by the
Government of India, the Company retains the exclusive right to deal with the
other partners to the KG Offshore Block and is entitled to make all decisions
regarding the interest assigned to RGM.  The Company 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 the
Company being denied an economic benefit it would have realized under the
Participating Interest Agreement, the parties agreed to amend the Participating
Interest Agreement or take other reasonable steps to assure that an equitable
result is achieved consistent with the parties' intentions contained in the
Participating Interest Agreement.




Page
15
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


11.         Related
Party Transactions (continued)




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 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, 2009 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
                March
      31, 2009
              
              
              Three
      months
                ended
                March
      31, 2008
              
              
              Period
      from
                Inception,
                August
      21, 2002
                to
      March 31, 2009$
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations
                and
      Comprehensive LossConsulting
      fees
              
              
              65,625
              
              
              
              43,750
              
              
              
              509,292Consolidated
      Balance SheetsOil
      & gas interests
              
              
              21,875
              
              
              
              43,750
              
              
              
              1,271,54187,500
              
              
              
              87,500
              
              
              
              1,780,833




At March
31, 2009, the Company owed Roy Group $64,966 (December 31, 2008 - $35,800) for
services provided pursuant to the Technical Services Agreement and expenses
incurred on behalf of the Company.  These amounts bear no interest and
have no set terms of repayment.




D.I.
Investments Ltd. (DI)


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




Three
      months
                ended
                March31,
      2009
              
              
              Three
      months
                ended
                March
      31, 2008
              
              
              Period
      from
                Inception,
                August
      21, 2002
                to
      March 31, 2009$
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations
                and
      Comprehensive LossConsulting
      fees
              
              
              53,187
              
              
              
              53,187
              
              
              
              967,652




At March
31, 2009, the Company owed DI $12,315 (December 31, 2008 – the Company was owed
$16,629) as a result of services provided and expenses incurred on behalf of the
Company.  These amounts bear no interest and have no set terms of
repayment.




Page
16
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


11.         Related
Party Transactions (continued)




Amicus
Services Inc. (Amicus)


Amicus is
related to the Company by virtue of being controlled by a 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
                March
      31, 2009
              
              
              Three
      months
                ended
                March
      31, 2008
              
              
              Period
      from
                Inception,
                August
      21, 2002
                to
      March 31, 2009$
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations
                and
      Comprehensive LossConsulting
      fees
              
              
              13,303
              
              
              
              24,291
              
              
              
              298,214




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




Consolidated
      Statements of Operations
                  and
      Comprehensive LossConsulting
      fees
                
                
                6,459
                
                
                
                (4,513
                )
                
                
                592,084




At March
31, 2009, the Company owed Amicus $9,861 (December 31, 2008 - $13,745) 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.





12.         Per
Share Amounts




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




Three
      months
                  ended
                  March
      31, 2009
                
                
                Three
      months
                  ended
                  March
      31, 2008Net
      income (loss) as per financial statements
                
                
                (1,166,896
                )
                
                
                (504,302
                )Weighted
      average number of common shares outstanding:Basic
                
                
                67,805,756
                
                
                
                67,205,755Impact
      of securities convertible into common shares
                
                
                --
                
                
                
                408,886Diluted
                
                
                67,805,756
                
                
                
                67,614,641Per
      share amountsBasic
      and diluted
                
                
                (0.02
                )
                
                
                (0.01
                )Securities
      excluded from denominator as anti-dilutive:Stock
      options
                
                
                5,290,000
                
                
                
                3,870,000Warrants
                
                
                4,966,200
                
                
                
                4,966,200Compensation
      options
                
                
                535,944
                
                
                
                535,944Compensation
      option warrants
                
                
                97,572
                
                
                
                97,57210,889,716
                
                
                
                9,469,716




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




Page
17
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Condensed Consolidated Financial Statements
 (Unaudited)
 March
31, 2009


13.         Commitments




Pursuant
to current production sharing contracts, the Company is required to perform
minimum exploration activities that include various types of surveys,
acquisition and processing of seismic data and drilling of exploration
wells.  These obligations have not been provided for in the financial
statements.  The Company has an office lease commitment in Calgary,
Canada.




The
anticipated payments due under these agreements in effect are as
follows:




Operating
      Leases
                
                
                Production
      Sharing Contracts$
                
                
                
                $2009
                
                
                70,000
                
                
                
                9,422,0002010
                
                
                --
                
                
                
                9,100,0002011
                
                
                --
                
                
                
                13,400,0002012
                
                
                --
                
                
                
                --2013
                
                
                --
                
                
                
                --Thereafter
                
                
                --
                
                
                
                --70,000
                
                
                
                31,922,000




The
Company has applied to increase its participating interest under a certain
production sharing contract from 10% to 25%.  If this application is
approved, the Company’s commitments would increase by $4.0 million in 2009, $2.2
million in 2010 and $11.1 million in 2011.  To date, the approval has
not been granted.





14.         Contingencies
- Carried Interest Agreement Dispute




The
Company has been engaged in discussions with GSPC seeking a resolution to this
dispute however, no agreement has been reached as of May 11,
2009.  The Company has been advised by GSPC, that GSPC is seeking
payment of the amount by which the exploration costs attributable to the Company
under the PSC relating to the KG Offshore Block exceeds the amount that GSPC
deems it is obligated to pay on behalf of the Company (including the net 5%
participating interest of RGM) under the terms of the Carried Interest
Agreement.  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 correspondence from GSPC dated November 28, 2008, GSPC is
seeking payment in the amount of Rs. 365.9 crore (or approximately $78.7
million) plus interest as of September 30, 2008, of which, 50% is for the
account of RGM.  As a consequence of additional exploration
expenditures for the fourth quarter of 2008 and the first quarter of 2009, we
estimate the amount to be approximately $100.0 million plus interest as of March
31, 2009.  The Company disputes this assertion of GSPC.




The
Company has advised GSPC that, under the terms of the Carried Interest
Agreement, the PSC, and the Joint Operating Agreement dated August 7, 2003, GSPC
has no right to seek the payment and that it believes the payment GSPC is
seeking is in breach of the Carried Interest Agreement.  The Company
further reminded GSPC, that the Company under the terms of the Carried Interest
Agreement 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 Carried Interest Agreement, the PSC and
the Joint Operating Agreement as may be appropriate.




Based
upon a letter dated November 5, 2008 received from GSPC, estimated gross costs
for the twelve month period October 1, 2008 to September 30, 2009 is
approximately $750 million.  Accordingly, GSPC is expected to incur
additional costs of approximately $75.0 million (10% participating interest) on
behalf of the Company (including the 5% participating interest for RGM) under
the terms of the Carried Interest Agreement.




Page
18


ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Overview


GeoGlobal
Resources Inc. is engaged, through our subsidiaries and 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
present, these activities are being undertaken in four geological basins
offshore and onshore in locations where reserves of oil or natural gas are
believed by our management to exist.  We and our joint participants
have been granted exploration rights pursuant to PSCs we have entered into with
the Government of India.  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 State of Maharashtra in west central
      India; and


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




To date,
we have not earned any revenue from these activities and are considered to be in
the development stage under Financial Accounting Standards Board Statement of
Accounting Standards No. 7.  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.




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




All
dollar amounts stated in this Quarterly Report are stated in United States
dollars.




All
meterage of drilled wells referred to in this Quarterly Report are measured
depths 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 Condensed 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, 2008 as well as those discussed elsewhere in this
Quarterly Report.  For further information, refer to the Consolidated
Financial Statements and related Notes and the Management's Discussion and
Analysis thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2008.





Glossary
of Certain Defined Terms:


GSPC –
means Gujarat State Petroleum Corporation Limited, a company organized under the
laws of India.


PSC –
means Production Sharing Contract.


NELP –
means National Exploration Licensing Policy.


MMscfd –
million standard cubic feet per day.





Results
of Operations for the Three Months ended March 31, 2009 and 2008


General and
Administrative:


For the
three months ended March 31, 2009, our general and administrative expenses
increased to $833,000 from $505,000.  Significant items included in
general and administrative expenses include administrative salaries and related
stock-based compensation costs, rental and office costs, insurance and public
company costs including shareholder relations, listing and filing fees and
transfer agent fees and services.




Stock-based
compensation costs increased to $363,000 compared with $181,000 for the three
months ended March 31, 2008.  The increased stock-based compensation
costs are primarily related to the stock options granted in December 2008 and
the related Black Scholes fair value calculation.  In addition,
salaries increased due to increased corporate stewardship requirements, travel
increased as we attempt to resolve our carried interest dispute, and bank
guarantee fees were higher due to the timing of the renewals.




Consulting
Fees:


For the
three months ended March 31, 2009, our consulting fee expenses decreased to
$183,000 from $302,000.  Significant items included in consulting fee
expenses include a portion of the costs paid to Roy Group (Barbados) Inc. for
Chief Executive Officer services, the costs paid to D.I. Investments Inc. for
Chief Financial Officer services, the related health care costs and other
consulting costs as incurred.




Page
19


In the
first quarter of 2009, we incurred costs of $66,000 to Roy Group (Barbados) Inc.
compared with $44,000 in the first quarter of 2008.  We expensed 75%
(2008 – 50%) of the costs paid to Roy Group (Barbados) Inc. for CEO related
duties and other general corporate affairs.  The remaining 25% (2008 –
50%) was capitalized for technical geological services.  We evaluate
the payment of these costs annually to determine the appropriate
allocation.  In the first quarter of 2008, we incurred $75,000 paid to
a broker in an effort to market and sell our Egypt blocks.  As no
offers materialized, no further costs were incurred.  In addition,
approximately $40,000 was incurred during the first quarter of 2008 in an effort
to manage the restatement of prior years’ financial statements.  Costs
paid to D.I. Investments Inc. remained consistent at $53,000.




Professional
Fees:


For the
three months ended March 31, 2009, our professional fee expenses increased to
$232,000 from $114,000.  Significant items included legal, audit and
review, and other professional advisors as required.




In the
first quarter of 2009, the primary increase in costs relates to a review of our
corporate structure by a legal firm.  These types of costs were not
incurred in the first quarter of 2008.




Impairment:


There
were no impairment charges during the three months ended March 31, 2009 or March
31, 2008.




Interest
Income:


Interest
income during the three months ended March 31, 2009 was $114,000 compared with
$449,000 for the same period in 2008.  This decrease is primarily
attributed to a lower interest rate earned on our short-term investments as well
as lower cash balances.  The average cash balance in the first quarter
of 2009 was $33.6 million compared with $55.9 million in the first quarter of
2008.




Other:


We
capitalized certain overhead costs directly related to our exploration
activities in India.  During the three months ended March 31, 2009,
these capitalized overhead costs were $449,000 as compared to $294,000 during
the three months ended March 31, 2008.  The treatment of capitalized
overhead costs remained consistent with the comparable quarter and includes
costs relating to personnel, consultants, their travel, necessary resources and
stock-based compensation directly associated with the advancement of our oil and
gas interests.  The total stock-based compensation capitalized during
the three months ended March 31, 2009 was $282,000 compared with $170,000 for
the three months ended March 31, 2008.





Liquidity


Liquidity
is a measure of a company's ability to meet potential cash requirements. We have
historically met our capital requirements through the issuance of common stock
as well as proceeds from the exercise of warrants and options to purchase common
equity.




Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from our oil and natural gas interests in the
future. Our condensed consolidated financial statements as at and for the three
months ended March 31, 2009 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business.  We have incurred a
history of operating losses and negative cash flows from
operations.  These matters raise doubt about our ability to continue
as a going concern.




At March
31, 2009, our cash and cash equivalents were $24.0 million (December 31, 2008 -
$25.43 million).  The majority of this balance is being held in US
funds.  Approximately $23.7 million is held in term deposits earning
interest that will contribute towards covering a portion of our administrative
costs and overhead throughout the next fiscal year.  We have working
capital of approximately $16.6 million which is available for our future
operations.  In addition, we have $6.9 million in restricted deposits
pledged as security against the minimum work program on our exploration blocks,
which will be released upon completion of the minimum work program.




We expect
to incur expenditures to further our exploration programs.  Our
existing cash balance and any cash flow to be generated from operating
activities may not be sufficient to satisfy our current obligations and meet our
exploration commitments of $31.9 million over the next three years.




We are
considering various alternatives with respect to raising additional capital to
remedy any future shortfall in capital but to date have made no specific plans
or arrangements.  We may deem it necessary to raise capital through
equity markets, debt markets or other financing arrangements, including
participation arrangements that may be available for continued exploration
expenditures.  Because of the early stage of our operations, our
absence of any oil and natural gas reserves and also as a result of the current
global financial crisis and lack of liquidity in the banking system, there can
be no assurance this capital will be available and if it is not, we may be
forced to substantially curtail or cease exploration block acquisition and/or
exploration expenditures. We believe that our available cash resources will be
sufficient to maintain our current level of activities through the next fiscal
year.




Page
20


Should
the going concern assumption not be appropriate and we are not able to realize
our assets and settle our liabilities, commitments and contingencies, as more
fully described in these condensed consolidated financial statements in the
normal course of operations, our consolidated financial statements would require
adjustments to the amounts and classifications of assets and liabilities, and
these adjustments could be significant.  These condensed consolidated
financial statements do not reflect the adjustments or reclassifications of
assets and liabilities that would be necessary if we are unable to continue as a
going concern.




We
believe at this time that the outcome of the GSPC Carried Interest dispute will
not have a material effect on our liquidity.




Our cash
and cash equivalents decreased by $1.47 million to $23.97 million from $25.43
million at December 31, 2008.  The primarily result of the decrease in
funds can be attributed to the following activities:




Our net
cash used in operating activities during the three months ended March 31, 2009
was $0.42 million as compared to $0.90 million for the three months ended March
31, 2008.  The use of cash is mainly related to general and
administrative costs, consulting fees and professional fees combined with lower
interest income earned on our short-term investments during the three months
ended March 31, 2009.




Cash used
by investing activities during the three months ended March 31, 2009 was $1.04
million as compared to $6.62 million during the three months ended March 31,
2008.  This decrease is a result of cash payments of approximately
$4.92 million primarily to our joint venture partners which was then off-set by
a reduction of our restricted deposits totaling $3.87 million.  The
restricted deposits were returned to cash and cash equivalents which are now
available for general corporate purposes.




No cash
was provided by financing activities for the three months ended March 31, 2009
or March 31, 2008.





Capital
Resources


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 2009 in accordance with the terms of
those agreements.  During the period April 1, 2009 to March 31, 2010,
based on the estimated current budgets, we anticipate drilling thirty-four wells
which entail approximately three exploratory wells in the KG Offshore Block, one
appraisal well in Mehsana, two exploratory and five appraisal wells in
Sanand/Miroli, nine exploration and two appraisal wells in Ankleshwar and eight
appraisal and four development wells on our Tarapur Block.




In
addition, we may seek to participate in joint ventures bidding for the award of
further PSCs for exploration blocks expected to be awarded by the Government of
India in the future.  As of May 11, 2009, we have no specific plans to
bid or 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 participating interest in the venture.  In
addition, as opportunities arise, we may seek to acquire minority participating
interests 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.




In
addition, we may require additional funds for the possible acquisition of
further minority participating interests in PSCs in drilling blocks heretofore
awarded and that we may hereafter propose to enter into in India and possibly
elsewhere. We believe it can be expected that our interest in further or
additional PSCs would be a participating interest.  As the holder of a
participating interest in any such activities, it can be expected that we will
be required to contribute capital to any such ventures in proportion to our
percentage interest.




As of May
11, 2009, the scope of any possible such activities has not been definitively
established and, accordingly, we are unable to state the amount of any funds
that may be required for these purposes. As a result, no specific plans or
arrangements have been made to raise additional capital and we have not entered
into any agreements in that regard. We expect that if we seek to raise
additional capital it will be through the sale of equity securities. As of May
7, 2009, we are unable to estimate the terms on which any such capital may be
raised, the price per share or possible number of shares involved.





Off-balance
Sheet Arrangements


None.





Contractual
Obligations


Our
minimum exploration commitments under our production sharing contracts and other
future lease payments at March 31, 2009 were not substantially different than at
December 31, 2008.





Page
21


Critical
Accounting Estimates


The
preparation of financial statements under generally accepted accounting
principles (GAAP) in the United States requires management to make estimates,
judgments and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.  On a regular basis we evaluate our assumptions, judgments
and estimates.  We also discuss our critical accounting estimates with
the Audit Committee of the Board of Directors.




We
believe that the assumptions, judgments and estimates involved in the accounting
for oil and gas accounting and impairment, asset retirement obligation and
share-based payment arrangements have the greatest potential impact on our
condensed consolidated financial statements.  These areas are key
components of our results of operations and are based on complex rules which
require us to make judgments and estimates, so we consider these to be our
critical accounting estimates. Historically, our assumptions, judgments and
estimates relative to our critical accounting estimates have not differed
materially from actual results.




Our
critical accounting estimates are disclosed in Item 7 of our 2008 Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March 27,
2009, and have not changed materially since the filing of that
document.





Recent
Drilling Activities


Below is
a summary description of information relating to certain material developments
to our drilling activities subsequent to our last update of those drilling
activities described within our December 31, 2008 Form 10-K filed on March 27,
2009.  For additional information and a more complete description of
the PSCs to which we are a party, reference should be made to our Annual Report
on Form 10-K and our Quarterly Reports on Form 10-Q as well as our Current
Reports on Form 8-K.





Krishna Godavari Offshore
Block


In a
Management Committee meeting held on May 4, 2009, GSPC as operator provided an
update as to the status of the KG Offshore Block.




KG#21Well


The KG#21
exploratory well commenced drilling on September 22, 2008 using the Perro Negro
3 (PN-3) jack-up drilling rig.  The well is located approximately 1.36
kilometers northwest of the KG#8 discovery in approximately 60 meters of water
depth in the southwestern portion of the KG Offshore Block in the Deen Dayal
North-west fault block.  The well was slightly deviated and was
drilled to a depth of 5,656 meters being a total vertical depth of 5,467
meters.  The objective of the KG#21 location is two main targets with
the primary target being the Lower Cretaceous sequence which was unable to be
tested in the KG#31 exploratory well due to mechanical problems and the
secondary target being the Upper Cretaceous fan deposits.




The first
drill stem test (DST-1) was conducted by perforating 37.5 net meters over the
gross interval 5,593.7 to 5,642 meters.  This successful DST-1flowed
during clean-up, on a 36/64 inch choke at a stabilised rate of 20 MMscfd gas and
2,600 barrels per day water with 4,670 pounds per square inch flowing well head
pressure.  During the main flow, on a 20/64 inch choke, the well
flowed at a stabilised rate of 10 MMscfd gas and 1,200 barrels per day water
with 7,220 pounds per square inch flowing well head pressure.




GSPC as
operator is currently planning seven drill stem tests on the KG#21 well in the
Lower Cretaceous sequence over the 722 gross meter interval of 4,920.5 to
5,642.5 meters and one drill stem test over the 15 meter interval 3,615 to 3,630
meters in the Upper Cretaceous.  The next test to be conducted on the
KG#21 well will be DST-2 which will be the perforation of 25 net meters over the
interval 5,517.5 to 5,567.5 meters.




KG#33Well


The KG#33
appraisal well commenced drilling on November 4, 2008 using the Atwood Beacon
jack-up drilling rig.  The well is located approximately 6.5
kilometers northeast of the KG#8 discovery in approximately 109 meters of water
depth in the southeastern portion of the KG Offshore Block in the Deen Dayal
East fault block.  The well was directionally drilled to a total depth
of 5,126 meters being a total vertical depth of 4,596 meters.  The
objective of the KG#33 location is to explore the hydrocarbon potential of the
Lower Cretaceous sequence in the Deen Dayal East fault block and correlate to
the KG#16 discovery well.




The first
drill stem test (DST-1) was conducted by perforating 5.0 net meters over the
gross interval 4,828 to 4,868 meters.  This DST-1 flowed during
clean-up, on a 20/64 inch choke, at a stabilised rate of 0.7 MMscfd gas with 800
pounds per square inch flowing well head pressure.  DST-1 has been
stopped and the operator intends to perform a hydraulic fracture of the zone and
re-test the interval.




GSPC as
operator is currently planning three drill stem tests on the KG#33 well over the
313 gross meter interval of 4,555 to 4,868 meters, with the next test (DST-1A)
being a retest of the DST-I interval after the hydraulic fracture.




Page
22


KG#19Well


The KG#19
exploratory well is located approximately 11 kilometers northeast of the KG#8
discovery in approximately 198 meters of water depth in the southeastern portion
of the KG Offshore Block in the Deen Dayal East fault block.  The
KG#19 well commenced drilling on May 2, 2008 using the Essar Wildcat self
propelled semi-submersible drilling rig.  The well was suspended after
setting the casing at 889 meters so that the Essar Wildcat rig could be repaired
with a new 15,000 psi blow out preventer.  The Essar Wildcat rig
resumed drilling the KG#19 well on January 1, 2009.  The well was
vertically drilled to a total depth of 5,357 meters being a total vertical depth
of 5,351 meters.  The objective of the KG#19 location is to explore
and probe the hydrocarbon potential of the Lower Cretaceous sequence in the Deen
Dayal East fault block.




The KG#19
well has been successfully logged and a seven inch liner is currently being run
to total depth.  At present GSPC has identified two zones for testing
covering the intervals 4,440 to 4,535 meters and 4,800 to 4,960
meters.




KG#32


The KG#32
appraisal well commenced drilling on May 2, 2008 using the Deep Driller 1
jack-up drilling rig.  The well is located approximately 8.3
kilometers northeast of the KG#8 discovery and approximately 1 kilometer
northeast of the KG#22 location in approximately 60 meters of water depth in the
southeastern portion of the KG Offshore Block in the Deen Dayal North fault
block.  The well was directionally drilled to a total depth of 5,492
meters being a total vertical depth of 4,756 meters.  The objective of
the KG-32 location was to explore the hydrocarbon potential of the Lower
Cretaceous Early Rift Fill sequences in the Deen Dayal North fault block and to
appraise the Upper Cretaceous gas discovery made in the KG#22 well.




One drill
stem test (DST-1) was conducted by perforating 80.0 meters over the interval
4,897 to 4,977 meters.  This DST-1 flowed during clean-up, on a 32/64
inch choke, at stabilised rate of only 0.5 MMscfd gas with 188 pounds per square
inch flowing well head pressure.  The formation was found to be tight
and the KG#32 well has subsequently been suspended and the Deep Driller 1
drilling rig has been demobilized.




Q-Marine
Seismic Data Acquisition


GSPC, as
operator has recently completed a 240 square kilometre Q-Marine Seismic Data
Acquisition over the Deen Dayal structure to image Lower Cretaceous sequences up
to 7,000 meters depth for planning the development in this area.




GSPC, as
operator is currently preparing the work program and budget for the fiscal year
April 1, 2009 to March 31, 2010.  We believe the program will entail
retaining only two of the drilling rigs, specifically the PN-3 and Essar
Wildcat, with each rig drilling two exploratory wells at an estimated
expenditure of approximately $384 million.  There are currently
proposed one exploratory well in each of the Deen Dayal East and Deen Dayal
North fault blocks to be drilled by the Essar Wildcat in deeper water and two
exploratory wells to be drilled in shallower waters by the PN-3 in the Deen
Dayal Northwest fault block.




Deen
Dayal West Field Development Plan


GSPC
advised that they intend to submit the Deen Dayal West field development plan in
accordance with the provisions of the PSC before the end of the second quarter
2009 to the Management Committee for approval.  We anticipate that the
Deen Dayal West field development plan will encompass six wells, which will
include the KG#8, KG#15, KG#17, KG#21, G#28 and KG#31 wells.




Five
wells (KG#16 KG#33, KG#22, KG#32 and KG#19) are awaiting further appraisal
before the preparation and submission of a declaration of commerciality pursuant
to the PSC can be supported.




As at May
11, 2009, a total of fifteen wells have been drilled on this
block.   Of these fifteen wells, four exploratory wells in the
northern portion of the block have been abandoned.




Carried Interest Dispute on
the KG Offshore Block




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




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement.  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) Ltd.)
plus interest.




Based
upon the most recent correspondence from GSPC dated November 28, 2008, GSPC is
seeking a payment from us in the amount of approximately Rs. 365.9 crore
(approximately $78.7 million) plus interest as of September 30, 2008, of which
50% is for the account of Roy Group (Mauritius) Ltd.  As a consequence
of additional exploration expenditures for the fourth quarter of 2008 and the
first quarter of 2009, we estimate the amount to be approximately $100.0 million
plus interest as of March 31, 2009.  We dispute this assertion of
GSPC.




Page
23


We have
advised GSPC that, under the terms of the Carried Interest Agreement, the terms
of which are also incorporated into the PSC and the Joint Operating Agreement
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 Carried Interest
Agreement.  We further reminded GSPC that over the past six years we
have fulfilled our obligations under the Carried Interest Agreement to provide
extensive technical assistance without any further remuneration other than the
carried interest, all in accordance with the terms of the Carried Interest
Agreement.  In furtherance of our position, we have obtained the
opinion of Indian legal counsel who has advised us that, among other things,
under the terms of the agreements between the parties, and in particular the
Carried Interest Agreement, 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.




GSPC, by
letter dated August 27, 2008, has advised the Director General of Hydrocarbons
that the Minimum Work Program for all phases under the PSC relating to the KG
Offshore Block has been fulfilled.  GSPC has further advised the
Director General of Hydrocarbons and us that it continues to pursue exploration
activities on the block to be classified as either Joint Operations or Exclusive
Operations under the terms of the PSC.  As such, GSPC has advised us
by letter dated November 5, 2008 that we must elect whether we wish to
participate in these future exploration activities over and above the Minimum
Work Program on the KG Offshore Block, or alternatively, GSPC will conduct these
drilling activities as Exclusive Operations as defined in the
PSC.  Based upon this advice, GSPC intends to incur an additional
$750.0 million during the twelve month period October 1, 2008 to September 30,
2009 of which $75.0 million would represent our proportionate share of such
costs, of which 50% would be for the account of Roy Group (Mauritius)
Ltd.




On
November 13, 2008 in a letter to GSPC, we exercised our right to participate in
the operations proposed as a Joint Operation.  Further, we exercised
such right pursuant to and subject to our rights under the Carried Interest
Agreement.




We
continue to be of the view that, under the terms of the Carried Interest
Agreement, 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) Ltd.) of costs during the exploration phases 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.  As such we are of the view that the proposed additional $75.0
million of the costs of drilling future exploration wells over and above the
Minimum Work Program on the KG Offshore Block, as proposed by GSPC under the
PSC, shall be subject to the Carried Interest Agreement and shall be carried by
GSPC.




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




Krishna Godavari Onshore
Block


During
the three months ended March 31, 2009 and through May 11, 2009, Oil India Ltd.
as operator issued a tender for the 400 square kilometer 3D seismic acquisition
and processing program.  Upon Oil India Ltd. awarding the contract, a
crew is expected to be mobilized within 90 days from the date of the award of
the contract to commence the work.  The remaining work commitment
of an airborne gravity magnetic and geochemical survey are anticipated to
commence in the third quarter of 2009.  This will be followed by the
subsequent drilling of the first of the twelve exploration wells.




Tarapur
Block


Tarapur
1 Discovery Area


In a
meeting held on May 4, 2009, the Management Committee approved the Tarapur 1
field development plan which covers an area of approximately 2.14 square
kilometers within the Tarapur 1 Discovery Area of approximately 9.7 square
kilometers and includes three existing discovery wells (Tarapur 1, Tarapur P and
Tarapur 5) and three development wells (TD-1, TD-2 and TD-3).  All six of
these wells are tied into the oil tank storage facilities by way of a gathering
system and we expect production from these wells to commence during the second
quarter of 2009.




During
the three months ended March 31, 2009 four appraisal wells (TA6-A2, TA6-A3,
TA6-A5 and TA6-A7) commenced drilling and as at May 11, 2009 all four wells have
completed drilling and are suspended awaiting
testing.




As at May
11, 2009, six wells in the Tarapur 1 Discovery Area are ready to commence
production and an additional eleven wells are drilled, tested and awaiting
tie-in to the storage facilities.  GSPC as operator is currently in
the process of preparing and filing the necessary declarations of commerciality
for the Tarapur 4, Tarapur 6 and Tarapur G wells along with the field
development plans pursuant to the provisions of the PSC in order to bring these
additional wells within the Tarapur 1 Discovery Area onto
production.




Page
24


Other
Areas of Tarapur Block


Exploration
activities on the remaining areas of the Tarapur Block are conducted in three
separate areas based on their relative location on the block as
follows:


·
            Tarapur
      South


As at May
11, 2009 five wells have been drilled in the Tarapur South area.  One
well (TS-10) has been reported by GSPC as an oil discovery well pursuant to the
terms of the PSC.  Three wells (TS-1, TS-4 & TS-5) have been
tested and one well (TS-7) has been plugged.  The four suspended wells
are awaiting further appraisal before the submission of a declaration of
commerciality pursuant to the terms of the PSC.  The Tarapur South area is
located approximately 40 kilometers to the southeast of the Tarapur 1 Discovery
Area.


·
            Tarapur
      North


As at May
11, 2009 thirteen wells have been drilled and three previously drilled wells
have been re-entered in the Tarapur North area.  Of these sixteen wells,
seven have been reported by GSPC as oil discoveries and are currently suspended
along with two others, and seven have been abandoned.  The nine
suspended wells are awaiting further appraisal before the submission of a
declaration of commerciality pursuant to the terms of the PSC.  The
Tarapur North area is located adjacent to and extending approximately thirty
kilometers to the northeast of the Tarapur 1 Discovery Area.


·
            Tarapur
      East


There are
no wells drilled to date in the Tarapur East area.  The consortium has
applied for an 18 month extension of the exploration phase to May 22, 2010 in
order to acquire 330 square kilometers of 3D seismic and drill five exploration
wells.  Approval for the extension is still pending.  The Tarapur East
area is located approximately forty kilometers to the east of the Tarapur 1
Discovery Area.




GSPC, as
operator is currently preparing the work program and budget for the fiscal year
April 1, 2009 to March 31, 2010.  We believe the program will entail
the drilling of a number of appraisal and development wells to focus on
increasing production from the Tarapur Block.




Sanand/Miroli
Block


During
the three months ended March 31, 2009 the first of the two well drilling
commitment for Phase III, the M-8 exploratory well, was drilled to a total depth
of 3,405 meters   As at May 11, 2009, testing is underway on this
well and five other wells. Upon completion and assessment of these tests, GSPC,
as operator will determine the location of the second exploratory well as well
as further appraisal wells to be drilled and budgeted for the upcoming fiscal
year April 1, 2009 to March 31, 2010.




As at May
11, 2009 nineteen wells have been or are being drilled on this
block.  Of these nineteen wells, sixteen are exploration wells which
leaves only one further exploratory well to be drilled in the second quarter of
2009 to complete our Minimum Work Program commitment for the final Phase of the
exploration period covering this block, and three are appraisal
wells.  Six wells are discovery wells as reported by GSPC to the
Director General of Hydrocarbons under the terms of the PSC.  Four
wells are currently testing, four wells are currently suspended awaiting further
appraisal and five wells have been abandoned.




Ankleshwar
Block


No
drilling of exploratory wells was done on this block during the three months
ended March 31, 2009.  On February 26, 2009, GSPC as operator applied
for a six month extension of Phase I to September 30, 2009 to complete the
exploratory drilling commitments under Phase I on this block, which approval has
been granted.  Drilling of the remaining nine exploratory wells under
the Phase I Minimum Work Program is expected to commence before the end of the
second quarter of 2009.




As at May
11, 2009, five exploratory wells have been drilled on this block.  Of
the five wells; GSPC as operator is currently preparing an appraisal plan for
the Ank-21 to be submitted as an oil discovery under the terms of the PSC, and
four are to be abandoned.




Mehsana
Block


During
the three months ended March 31, 2009, the CB-3E well was drilled to a total
depth of 2,450 meters to appraise the CB-3A discovery.  As at May 11,
2009, the CB-3E and CB-3A well are currently testing.  As at May 11,
2009, no significant quantities of hydrocarbons have been noted.




Jubilant
Offshore Drilling Pvt. Ltd. continues to await the approval from the Directorate
General of Hydrocarbons requesting an extension of six months to Phase I from
the date of approval of such request to complete a testing and stimulation
program on the remaining four existing wells.  As at May 11, 2009 this
approval is pending.




As at May
11, 2009, eight wells have been drilled on this block.   Of these
eight wells, seven are exploration wells which fulfill our Phase I Minimum Work
Program commitment, and one is an appraisal well.




DS03 and DS04
Blocks


During
the three months ended March 31, 2009, the gravity magnetic survey commenced on
this block of which, the field work for the survey is expected to be completed
by end of the second quarter.




Page
25


RJ20 and RJ21
Blocks


During
the three months ended March 31, 2009, the consortium completed the acquisition
of approximately 230 square kilometers on the RJ21 block.  Processing
and interpretation of all 3D seismic to date is currently being conducted and
drilling locations will be identified based upon the interpreted
results.  A tender for the acquisition, processing and interpretation
of the 2D seismic will be tendered upon operating committee
approval.





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:





Interest
Rate Risk


We
consider our exposure to interest rate risk to be immaterial.  Interest
rate exposures relate entirely to our investment portfolio, as we do not have
short-term or long-term debt.  Our investment objectives are focused on
preservation of principal and liquidity.  We manage our exposure to market
risks by limiting investments to high quality bank issuers at overnight rates,
or government securities of the United States or Canadian federal governments
such as Guaranteed Investment Certificates or Treasury Bills.  We do not
hold any of these investments for trading purposes.  We do not hold equity
investments.  We do not expect any material loss from cash equivalents
and therefore we believe our interest rate exposure on invested funds is not
material.





Foreign
Currency Exchange Risk


Substantially,
all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
denominated securities.  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, 2009, we had not entered into any market risk sensitive instruments relating
to our foreign currency exchange risk.





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, 2009, 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.





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, 2009. 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.


Page
26




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, 2008, the Chief Executive Officer and the Chief Financial
Officer have concluded that our disclosure controls and procedures were not
effective as of March 31, 2009, however, along with the Plan as disclosed in our
Form 10-K for the year ended December 31, 2008, we continue to take steps to
correct this situation.





Changes
in Internal Controls


During
the three months ended March 31, 2009, we implemented our Delegation of
Authority Policy, Travel & Entertainment Expense Policy, and Employee
Handbook to enhance communication and strengthen internal controls throughout
our Company.




We
engaged an independent law firm specialized in corporate tax to conduct a review
of our corporate tax structure.




These
actions are reasonably likely to materially affect our internal control over
financial reporting, as defined in Rule 13a-15(f) under the Exchange
Act.




Although
we have implemented the controls above that we believe will remediate some of
the material weaknesses as described in our Form 10-K for the year ended
December 31, 2008, we are unable to conclude the material weaknesses have been
remediated as of March 31, 2009 until the new internal controls operate for a
sufficient period of time, are tested, and management concludes that these
controls are operating  effectively. We expect to complete our
analysis by the end of this fiscal year ending December 31, 2009.




There
were no other changes in our internal control over financial reporting during
the first quarter of 2009, other than those described above that 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, 2008 filed on March 27,
2009.  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.




We
Have A History Of Losses And Our Liquidity Position Imposes Risk To Our
Operations


To date,
we have not earned revenue from our operations and we are considered to be in
the development stage of our operations.  We have incurred negative
cash flows from our operations, and at this time all exploration activities and
overhead expenses are financed by way of the issue and sale of equity securities
and interest income on our cash balances.  The recoverability of the
costs we have incurred to date is uncertain and is dependent upon achieving
commercial production or sale.  Our prospects must be considered in
light of the risks, expenses and difficulties which are frequently encountered
by companies in their early stage of operations, particularly companies in the
oil and gas exploration industry.




Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from oil and natural gas interests in the
future.  Our condensed consolidated financial statements as at and for
the period ended March 31, 2009 have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. During the three months ended
March 31, 2009, we incurred a net loss of approximately $1.2 million, used
approximately $0.4 million of cash flow in its operating activities, used
approximately $1.0 million in its investing activities and had an accumulated
deficit of approximately $23.8 million.  These matters raise doubt
about our ability to continue as a going concern.




We expect
to incur substantial expenditures to further our exploration programs and the
existing cash balance and any cash flow from operating activities may not be
sufficient to satisfy the current obligations and meet our exploration
commitments.  We are considering various alternatives to remedy any
future shortfall in capital.  We may deem it necessary to raise
capital through equity markets, debt markets or other financing arrangements,
including participation arrangements that may be available for continued
exploration expenditures.  Because of the early stage of our
operations, our absence of any oil and natural gas reserves and also as a result
of the current global financial crisis and lack of liquidity in the banking
system, there can be no assurance this capital will be available and if it is
not, we may be forced to substantially curtail or cease exploration block
acquisition and/or exploration expenditures which could lead to our inability to
meet all of our commitments under all our PSCs.




Page
27


Should
the going concern assumption not be appropriate and we are not able to realize
our assets and settle our liabilities, commitments and contingencies, as more
fully described in these condensed consolidated financial statements in the
normal course of operations, our consolidated financial statements would require
adjustments to the amounts and classifications of assets and liabilities, and
these adjustments could be significant.  These condensed consolidated
financial statements do not reflect the adjustments or reclassifications of
assets and liabilities that would be necessary if we are unable to continue as a
going concern.




GSPC
Is Seeking a Payment From Us In the Amount Of Approximately $100.0 Million Plus
Interest As Of March 31, 2009 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 all phases for the Minimum Work Program as
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 all phases included in the parties’
joint bid for the award of the KG Offshore Block by the Government of
India.




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement.  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
upon the most recent correspondence from GSPC dated November 28, 2008, GSPC
asserts that the amount payable is Rs. 365.9 crore (approximately $78.7 million)
plus interest as of September 30, 2008.  We estimate that the amount
of GSPC’s claim as of March 31, 2009 to be approximately $100.0 million plus
interest.  We dispute this assertion of GSPC.




We have
advised GSPC that, under the terms of the Carried Interest Agreement, the terms
of which are also incorporated into the PSC and the Joint Operating Agreement,
it has no right to seek the payment and that we believe the payment GSPC is
seeking is in breach of the Carried Interest Agreement.  We further
reminded GSPC that over the past six years we have fulfilled our obligations
under the Carried Interest Agreement to provide extensive technical assistance
without any further remuneration other than the carried interest, all in
accordance with the terms of the Carried Interest Agreement.  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 Carried Interest
Agreement, 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 Carried Interest
Agreement, 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 Carried Interest Agreement, the PSC and the Joint
Operating Agreement 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 May 11, 2009.




On
November 5, 2008 GSPC advised us that the Minimum Work Program for all
Exploration Phases of the KG Offshore Block had been completed as of September
30, 2008 and same has been noted by Directorate General of
Hydrocarbons.  As such, GSPC advised us that it has elected to
undertake an additional work program over and above the Minimum Work Program as
its Exclusive Operations under the terms of the PSC.  GSPC estimates
the cost of such exploratory drilling operations to be approximately $750.0
million over the period October 1, 2008 to September 30, 2009 of which $75.0
million would be on our behalf, including the 50% for the account of Roy Group
(Mauritius) Inc., if we elect to be a joint participant in the additional work
program.




On
November 13, 2008 we advised GSPC that we exercised our right to participate in
the drilling operations proposed in the November 5, 2008 GSPC letter as a Joint
Operation under the terms of the PSC and Joint Operating
Agreement.  Further, we advised GSPC, among other things, that our
exercise was done pursuant to the terms of our Carried Interest Agreement with
GSPC, and as such we would be carried for 100% of all of our share of any costs
during the exploration phase prior to the start of initial commercial production
and that the Carried Interest Agreement extends through the exploration period
of the PSC.  As at May 11, 2009, this matter has not been
resolved.




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28


Our
Internal Control Over Financial Reporting Was Not Effective As Of March 31, 2009
And Continuing Weaknesses In Our Internal Controls And Procedures Could Have A
Material Adverse Effect On Us


During
our management’s assessment of the effectiveness of our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act in
connection with the preparation of our Annual Report on Form 10-K for the year
ended December 31, 2008 we identified material weaknesses in those controls as
identified in Item 9A. - Controls and Procedures.




As a
result of management’s philosophy and operating style, we did not maintain an
effective control environment.  We did not effectively communicate and
emphasize controls and enforce corporate strategy and objectives, we did not
define roles and responsibilities for employees and management; we did not
effectively communicate and enforce policies and procedures for limiting
authorization of significant transactions; we did not have a formal process to
monitor the competencies and performance of consultants, employees and
management to ensure that roles and responsibilities are properly evaluated on a
timely basis; and, we did not have sufficient resources with appropriate
knowledge in generally accepted accounting principles to allow for an
independent review in complex areas of financial reporting.




This
control deficiency, which is pervasive in nature, could contribute to a material
misstatement in the financial statements not being prevented or detected on a
timely basis.




We have
limited accounting personnel with appropriate knowledge of generally accepted
accounting principles.  Specifically, internal controls did not
provide reasonable assurance that transactions related to the following areas
were accounted for in accordance with generally accepted accounting
principles:




·
            Impairment
      Assessment Under Full Cost Method of Accounting for Petroleum and Natural
      Gas Properties


This
resulted in a material adjustment to our 2008 annual financial statements prior
to issuance.




·
            Income
      Taxes


This did
not result in an adjustment to our 2008 annual financial
statements.




As a
result of these material weaknesses as at December 31, 2008, our chief executive
officer and our chief financial officer concluded that our internal control over
financial reporting and our disclosure controls and procedures continue to be
ineffective as of March 31, 2009, due to the conditions that led to the
identification of the material weaknesses.  Prior to the filing of this
report, we took certain steps to remediate these material
weaknesses.  Although these actions are continuing, we anticipate that
these actions when completed will remediate the material weaknesses we
identified and strengthen our internal control over financial
reporting.  However we cannot assure you that the finalized measures
that we implement will effectively address such material weaknesses or that
additional material weaknesses may not develop in the future.




Remedying
the currently existing material weaknesses, as well as any additional
significant deficiencies or material weaknesses that we or our independent
auditors may identify in the future, may require us to incur significant costs
and expend significant time and management resources.  If we fail to
timely remedy any current or additional material weaknesses or significant
deficiencies that we or our auditors may identify or if we cannot produce
reliable financial reports, we may be unable to comply with our periodic
reporting requirements, accurately report our financial results, detect fraud or
comply with the requirements of Section 404 of the Sarbanes-Oxley Act all of
which could result in a loss of investor confidence in the accuracy, timeliness
and completeness of our financial reports. As a consequence, the market price of
our common stock could decline significantly, we may be unable to obtain
additional financing to operate and expand our business and financial condition
could be materially harmed.  In addition, we can give no assurance
that our independent auditors will agree with our management’s assessment of the
effectiveness of our internal control over financial reporting at that
time.




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 Carried Interest
Agreement 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.




Page
29


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, 2009, we had cash and cash equivalents of approximately $24.0
million.  We believe that our available cash resources will be
sufficient to meet all our expenses and cash requirements during the next twelve
months for 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 totals approximately $9.4 million during
the next twelve months.  We anticipate our expenditures on the KG
Onshore Block to be $2.5 million based upon a 10% participating
interest.  Upon receipt of approval from the Government of India for
the increase to a 25% participating interest, these expenditures will increase
to $6.2 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.




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 Director General of Hydrocarbons or Government of
      India 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 Government of India 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, in Part I under the caption “Item 2. -
Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and in Part II under the caption “Item 1A. - 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 Government of India 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 Director General of Hydrocarbons or Government of
      India 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.


Page
30





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




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




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








ITEM
6.                      EXHIBITS





31.1*
            Certification of President and Chief Executive Officer
      Pursuant to Rule 13a-14(a)




31.2*
            Certification of Chief Financial Officer Pursuant to
      Rule 13a-14(a)




32.1*
            Certification of President and Chief Executive Officer
      Pursuant to Section 1350 (furnished, not
  filed)




32.2*
            Certification of Chief Financial Officer Pursuant to
      Section 1350 (furnished, not
filed)





* filed
or furnished herewith


Page
31











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.








May 11,
2009                                         By:  /s/
Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Signing on behalf of the
registrant and as


Principal Financial and Accounting
Officer)