##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the quarterly period ended March 31, 2006;
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the transition period from 
 to .
 Commission file Number: 1-32158
 GEOGLOBAL RESOURCES INC.
  DELAWARE
    
    33-0464753(State or other jurisdiction of
incorporation of organization)
    
    (I.R.S. employer identification no.)
  
   
   YES þ
    
    NO o
 o þ
  Class
    
    Outstanding at May 11, 2005COMMON STOCK, PAR VALUE $.001 PER SHARE
    
    64,159,755
  YES o
    
    NO þ




---



##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 QUARTERLY REPORT ON FORM 10-QSB
 TABLE OF CONTENTS
 Page No.PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements
(Unaudited)Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005 (Unaudited)
    
    
    3Consolidated Statements of Operations for the three months ended
March 31, 2006 and March 31, 2005 and from inception on
August 21, 2002 to March 31, 2006 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the three months ended
March 31, 2006 and March 31, 2005 and from inception on
August 21, 2002 to March 31, 2006 (Unaudited)
    
    
    5Notes to the Consolidated Financial Statements as at
March 31, 2006 (Unaudited)
    
    
    6-20Item 2.
    
    Managements Discussion and Analysis and Plan of Operations
    
    
    21Item 3.
    
    Controls and Procedures
    
    
    34PART II.
    
    OTHER INFORMATIONItem 6.
    
    Exhibits
    
    
    35
 Page 2




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##### 



PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 March 31, 2006
    
    
    December 31, 2005US $
    
    
    US $AssetsCurrentCash and cash equivalents
    
    
    37,178,205
    
    
    
    36,037,388Restricted cash (note 10a)
    
    
    428,859
    
    
    
    392,48537,607,064
    
    
    
    36,429,873Accounts receivable and prepaids
    
    
    275,754
    
    
    
    144,753Cash call receivable
    
    
    68,368
    
    
    
    49,94737,951,186
    
    
    
    36,624,573Property and equipment (note 3)Exploration costs, not subject to depletion
    
    
    4,443,644
    
    
    
    2,216,663Computer and office equipment, net
    
    
    120,394
    
    
    
    89,8264,564,038
    
    
    
    2,306,48942,515,224
    
    
    
    38,931,062LiabilitiesCurrentAccounts payable
    
    
    495,533
    
    
    
    159,145Accrued liabilities (note 3e)
    
    
    1,129,300
    
    
    
    43,500Due to related companies (notes 7c, 7d and 7e)
    
    
    163,096
    
    
    
    244,4521,787,929
    
    
    
    447,097Stockholders EquityCapital stock (note 4)Authorized100,000,000 common shares with a par value of US$0.001 each
1,000,000 preferred shares with a par value of US$0.01 eachIssued63,934,755 common shares (December 31, 2005 - 62,954,255)
    
    
    49,341
    
    
    
    48,361Additional paid-in capital (note 4)
    
    
    42,549,664
    
    
    
    40,275,588Deficit accumulated during the development stage
    
    
    (1,871,710
    )
    
    
    (1,839,984
    )40,727,295
    
    
    
    38,483,96542,515,224
    
    
    
    38,931,062
 
 Page 3




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##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Period fromInception,Three months ended
    
    
    Three months ended
    
    
    Aug 21, 2002Mar 31, 2006
    
    
    Mar 31, 2005
    
    
    to Mar 31, 2006US $
    
    
    US $
    
    
    US $(note 11)Expenses (notes 7c, 7d and 7e)General and administrative
    
    
    187,109
    
    
    
    106,592
    
    
    
    1,291,825Consulting fees
    
    
    78,917
    
    
    
    49,839
    
    
    
    752,249Professional fees
    
    
    35,741
    
    
    
    20,639
    
    
    
    537,156Depreciation
    
    
    9,689
    
    
    
    11,420
    
    
    
    171,676311,456
    
    
    
    188,490
    
    
    
    2,752,906Other expenses (income)Consulting fees recovered
    
    
    
    
    
    
    
    
    
    
    (66,025
    )Equipment costs recovered
    
    
    
    
    
    
    
    
    
    
    (19,395
    )Gain on sale of equipment
    
    
    
    
    
    
    
    
    
    
    (42,228
    )Stock-based compensation
    
    
    118,808
    
    
    
    
    
    
    
    118,808Foreign exchange loss
    
    
    1,331
    
    
    
    3,034
    
    
    
    23,141Interest income
    
    
    (399,869
    )
    
    
    (14,677
    )
    
    
    (895,497
    )(279,730
    )
    
    
    (11,643
    )
    
    
    (881,196
    )Net loss and comprehensive loss for the period
(note 8)
    
    
    (31,726
    )
    
    
    (176,847
    )
    
    
    (1,871,710
    )Net loss per share  basic and diluted (note 4f)
    
    
    (0.00
    )
    
    
    (0.00
    )
  Page 4




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##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Period fromInception,Three months ended
    
    
    Three months ended
    
    
    Aug 21, 2002Mar 31, 2006
    
    
    Mar 31, 2005
    
    
    to Mar 31, 2006US $
    
    
    US $
    
    
    US $Cash flows provided by (used in) operating activitiesNet loss
    
    
    (31,726
    )
    
    
    (176,847
    )
    
    
    (1,871,710
    )Adjustments to reconcile net loss to net cash used
in operating activities:Depreciation
    
    
    9,689
    
    
    
    11,420
    
    
    
    171,676Gain on sale of equipment
    
    
    
    
    
    
    
    
    
    
    (42,228
    )Stock-based compensation
    
    
    118,808
    
    
    
    
    
    
    
    118,808Changes in operating assets and liabilities:Accounts receivable and prepaids
    
    
    (131,001
    )
    
    
    (3,043
    )
    
    
    (200,754
    )Accounts payable
    
    
    53,111
    
    
    
    32,511
    
    
    
    58,033Accrued liabilities
    
    
    (32,200
    )
    
    
    (15,500
    )
    
    
    11,300Due to related companies
    
    
    (81,356
    )
    
    
    3,694
    
    
    
    121,340(94,675
    )
    
    
    (147,765
    )
    
    
    (1,633,535
    )Cash flows provided by (used in) investing activitiesProperty and equipmentExploration costs
    
    
    (2,226,981
    )
    
    
    (916,506
    )
    
    
    (4,443,644
    )Computer and office equipment
    
    
    (40,257
    )
    
    
    (9,206
    )
    
    
    (332,642
    )Proceeds on sale of equipment
    
    
    
    
    
    
    
    
    
    
    82,800Cash acquired on acquisition (note 6)
    
    
    
    
    
    
    
    
    
    
    3,034,666Restricted cash (note 10a)
    
    
    (36,374
    )
    
    
    
    
    
    
    (428,859
    )Changes in investing assets and liabilities:Cash call receivable
    
    
    (18,421
    )
    
    
    12,604
    
    
    
    (68,368
    )Accounts payable
    
    
    294,077
    
    
    
    
    
    
    
    388,492Accrued liabilities
    
    
    1,118,000
    
    
    
    259,651
    
    
    
    1,118,000(909,956
    )
    
    
    (653,457
    )
    
    
    (649,555
    )Cash flows provided by (used in) financing activitiesProceeds from issuance of common shares
    
    
    2,169,800
    
    
    
    
    
    
    
    43,478,650Share issuance costs
    
    
    (13,552
    )
    
    
    
    
    
    
    (2,105,413
    )Changes in financing liabilities:Note payable (note 7a)
    
    
    
    
    
    
    
    
    
    
    (2,000,000
    )Accounts payable
    
    
    (10,800
    )
    
    
    
    
    
    
    61,078Due to related companies
    
    
    
    
    
    
    
    
    
    
    26,9802,145,448
    
    
    
    
    
    
    
    39,461,295Net increase (decrease) in cash and cash equivalents
    
    
    1,140,817
    
    
    
    (801,222
    )
    
    
    37,178,205Cash and cash equivalents, beginning of period
    
    
    36,037,388
    
    
    
    4,419,598
    
    
    
    Cash and cash equivalents, end of period
    
    
    37,178,205
    
    
    
    3,618,376
    
    
    
    37,178,205Cash and cash equivalentsCurrent bank accounts
    
    
    629,290
    
    
    
    137,049
    
    
    
    629,290Term deposits
    
    
    36,548,915
    
    
    
    3,481,327
    
    
    
    36,548,91537,178,205
    
    
    
    3,618,376
    
    
    
    37,178,205
  Page 5




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 1. Nature of Operations
    2.
    
    Significant Accounting Policiesa)
    
    Basis of presentationThe accompanying unaudited interim consolidated financial statements have been prepared in
accordance with the accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation
S-B. Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results
for the three month period ended March 31, 2006 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2006.The consolidated balance sheet at December 31, 2005 has been derived from the audited
consolidated financial statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United States for
complete financial statements.
 Page 6




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 2.
    
    Basis of presentation (continued)For further information, refer to the consolidated financial statements and footnotes thereto
included in the Companys annual report on Form 10-KSB for the year ended December 31, 2005.These consolidated financial statements include the accounts of (i) GeoGlobal Resources Inc.,
from the date of acquisition, being August 29, 2003, (ii) GeoGlobal Resources (India) Inc.,
incorporated under the Business Corporations Act(Alberta), Canada on August 21, 2002 which
was continued under the Companies Act of Barbados, West Indies on June 27, 2003, which is a
wholly-owned subsidiary of GeoGlobal Resources Inc., (iii) GeoGlobal Resources (Canada) Inc.,
incorporated under the Business Corporations Act(Alberta), Canada on September 4, 2003, which
is a wholly-owned subsidiary of GeoGlobal Resources Inc., and (iv) GeoGlobal Resources
(Barbados) Inc. incorporated under the Companies Act of Barbados, West Indies on September 24,
2003, which is the wholly-owned subsidiary of GeoGlobal Resources (Canada) Inc.b)
    
    Stock-based compensationThe Company adopted Statement of financial Accounting Standards 123(R) using the
modified-prospective-transaction method on January 1, 2006. Under this method, the Company is
required to recognize compensation costs for stock-based compensation arrangements with
employees, consultants and directors based on their grant-date fair values over the vesting
period.In prior periods, the Company was required only to provide pro-forma basis impact on net loss
and net loss per share. For the three month period ended March 31, 2005, the stock-based
compensation was US$1,503,894 resulting in a net loss pro-forma of US$1,680,741 and a net loss
per share pro-forma of US$0.03.On January 1, 2006, the impact of the adoption of the method will require the Company to
recognize a charge of US$367,596 over the next 3 years vesting period for past stock-based
compensation options granted. Of this amount, US$118,808 was recognized in the three month
period ended March 31, 2006.3.
    
    Property and Equipment
 Balance Sheet as atUS $March 31, 2006
    
    
    December 31, 2005Exploration and development  IndiaExploration costs incurred in:2002
    
    
    21,925
    
    
    
    21,9252003
    
    
    156,598
    
    
    
    156,5982004
    
    
    460,016
    
    
    
    460,0162005
    
    
    1,578,124
    
    
    
    1,578,1242,216,663
    
    
    
    2,216,6632006
    
    
    2,226,981
    
    
    
    4,443,644
    
    
    
    2,216,663Computer and office equipmentComputer and office equipment
    
    
    249,842
    
    
    
    209,585Accumulated depreciation
    
    
    (129,448
    )
    
    
    (119,759
    )120,394
    
    
    
    89,8264,564,038
    
    
    
    2,306,489
 Page 7




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 3.
    
    Property and Equipment (continued)a)
    
    Exploration costs  IndiaThe exploration costs incurred to date are not subject to depletion and cover six exploration
blocks, known as the KG Block, the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar
Block, the DS Block and the Tarapur Block. It is anticipated that all or certain of these
exploration costs may be subject to depletion no earlier than the 2007 fiscal year.b)
    
    Capitalized overhead costsIncluded in the US$2,226,981 of exploration cost additions during the three months ended March
31, 2006 (year ended December 31, 2005  US$1,578,124) are certain overhead costs capitalized
by the Company in the amount of US$567,504 (year ended December 31, 2005  US$469,268)
directly related to the exploration activities in India. Of the capitalized overhead amount,
US$461,766 (year ended December 31, 2005  US$145,773) was paid to third parties and $nil
(year ended December 31, 2005  US$51,800) was recovered from third parties. The balance of
US$105,738 was paid to and on behalf of a related party (year ended December 31, 2005 -
US$375,295) (see note 7c). These costs are incurred solely by and on behalf of the Company in
providing its services under the Carried Interest Agreement (CIA) and are therefore not
reimbursable under the CIA (see note 3c).c)
    
    Carried Interest AgreementOn August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company a
10% carried interest (net 5%  see note 3d) in the KG Block. The CIA provides that GSPC
is responsible for GeoGlobals entire share of any and all costs incurred during the
Exploration Phase prior to the date of initial commercial production.Under the terms of the CIA, all of GeoGlobals and Roy Group (Mauritius) Inc.s (RGM), a
related party (note 7b), proportionate share of capital costs for exploration and development
activities will be recovered by GSPC without interest over the projected production life or
ten years, whichever is less, from oil and natural gas produced on the KG Block. GeoGlobal is
not entitled to any share of production until GSPC has recovered the Companys share of the
costs and expenses that were paid by GSPC on behalf of the Company and RGM.As at March 31, 2006, GSPC has incurred costs of Rs 72.92 crore (approximately US$16.2
million) (December 31, 2005  Rs 63.31 crore (approximately US$14.1 million)) attributable to
GeoGlobal under the CIA of which 50% is for the account of RGM.d)
    
    Participating Interest AgreementOn March 27, 2003, GeoGlobal entered into a Participating Interest Agreement (PIA) with RGM,
whereby GeoGlobal assigned and holds in trust for RGM subject to GOI consent, 50% of the
benefits and obligations of the PSC covering the Exploration Block KG-OSN-2001/3 (PSC-KG)
and the CIA leaving GeoGlobal with a net 5% participating interest in the PSC-KG and a net 5%
carried interest in the CIA. Under the terms of the PIA, until the GOI consent is obtained,
GeoGlobal retains the exclusive right to deal with the other parties to the PSC-KG and the CIA
and is entitled to make all decisions regarding the interest assigned to RGM, RGM has agreed
to be bound by and be responsible for the actions taken by, obligations undertaken and costs
incurred by GeoGlobal in regard to RGMs interest and to be liable to GeoGlobal for its share
of all costs, interests, liabilities and obligations arising out of or relating to the RGM
interest. RGM has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
damages or liabilities incurred by reason of RGMs failure to pay the same.
 Page 8




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 3.
    
    Property and Equipment (continued)Subject to obtaining the government consent to the assignment, RGM is entitled to all income,
receipts, credits, reimbursements, monies receivable, rebates and other benefits in respect of
its 5% interest which relate to the PSC-KG. GeoGlobal has a right of set-off against sums
owing to GeoGlobal by RGM. In the event that the Indian government consent is delayed or
denied, resulting in either RGM or GeoGlobal being denied an economic benefit it would have
realized under the PIA, the parties agreed to amend the PIA or take other reasonable steps to
assure that an equitable result is achieved consistent with the parties intentions contained
in the PIA. As a consequence of this transaction the Company reports its holdings under the
PSC-KG and CIA as a net 5% PI.e)
    
    Deed of Assignment and AssumptionOn April 7, 2005, the Company entered into a Deed of Assignment and Assumption with GSPC
whereby, subject to the terms of the agreement, the Company agreed to acquire and assume and
GSPC agreed to assign a 20% participating interest in the onshore Tarapur Exploration Block
(CB-ON/2). The assignment of the 20% interest is subject to obtaining the consent of the GOI
to the assignment which consent has not yet been obtained. Based on the Companys past
experience as a party to other PSCs with GSPC and its relationship with GSPC, the Company
believes that such consent from the GOI will be forthcoming. In the event such consent is not
obtained, the assignment would be terminated. Under such circumstances, the Company intends
to negotiate an alternative acceptable arrangement with GSPC. The amount of US$2,098,277 has
been included in Exploration costs  India at March 31, 2006 under the terms of the Companys
agreement with GSPC. Of this amount, US$976,527 has been paid to GSPC and US$1,118,000 has
been recorded in accrued liabilities.
 Page 9




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 4.
    
    Capital Stocka)
    
    Common shares
 AdditionalCapital
    
    
    paid-inNumber of
    
    
    stock
    
    
    capitalshares
    
    
    US $
    
    
    US $Balance at December 31, 2002
    
    
    1,000
    
    
    
    64
    
    
    
    2003 TransactionsCapital stock of GeoGlobal at August 29, 2003
    
    
    14,656,687
    
    
    
    14,657
    
    
    
    10,914,545Common shares issued by GeoGlobal to acquire
GeoGlobal India
    
    
    34,000,000
    
    
    
    34,000
    
    
    
    1,072,960Share issuance costs on acquisition
    
    
    
    
    
    
    
    
    
    
    (66,850
    )Elimination of GeoGlobal capital stock in recognition
of
reverse takeover (note 6)
    
    
    (1,000
    )
    
    
    (14,657
    )
    
    
    (10,914,545
    )Options exercised for cash
    
    
    396,668
    
    
    
    397
    
    
    
    101,253December 2003 private placement financing (note 4c)
    
    
    6,000,000
    
    
    
    6,000
    
    
    
    5,994,000Share issuance costs on private placement
    
    
    
    
    
    
    
    
    
    
    (483,325
    )55,052,355
    
    
    
    40,397
    
    
    
    6,618,038Balance as at December 31, 2003
    
    
    55,053,355
    
    
    
    40,461
    
    
    
    6,618,0382004 TransactionsOptions exercised for cash
    
    
    115,000
    
    
    
    115
    
    
    
    154,785Broker warrants exercised for cash
    
    
    39,100
    
    
    
    39
    
    
    
    58,611154,100
    
    
    
    154
    
    
    
    213,396Balance as at December 31, 2004
    
    
    55,207,455
    
    
    
    40,615
    
    
    
    6,831,4342005 TransactionsOptions exercised for cash (note 4e)
    
    
    739,000
    
    
    
    739
    
    
    
    1,004,6472003 Purchase warrants exercised for cash (note 4d(i))
    
    
    2,214,500
    
    
    
    2,214
    
    
    
    5,534,036Broker warrants exercised for cash (note 4d(ii))
    
    
    540,900
    
    
    
    541
    
    
    
    810,809September 2005 private placement financing (note 4b)
    
    
    4,252,400
    
    
    
    4,252
    
    
    
    27,636,348Share issuance costs on private placement (note 4b)
    
    
    
    
    
    
    
    
    
    
    (1,541,686
    )7,746,800
    
    
    
    7,746
    
    
    
    33,444,154Balance as at December 31, 2005
    
    
    62,954,255
    
    
    
    48,361
    
    
    
    40,275,5882006 TransactionsOptions exercised for cash (note 4e(i))
    
    
    195,000
    
    
    
    195
    
    
    
    205,8552003 Purchase warrants exercised for cash (note 4d(i))
    
    
    785,500
    
    
    
    785
    
    
    
    1,962,965Share issuance costs on private placement (note 4b)
    
    
    
    
    
    
    
    
    
    
    (13,552
    )Stock-based compensation (note 5b)
    
    
    
    
    
    
    
    
    
    
    118,808980,500
    
    
    
    980
    
    
    
    2,274,076Balance as at March 31, 2006
    
    
    63,934,755
    
    
    
    49,341
    
    
    
    42,549,664
 Page 10




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##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 4.
    
    Capital Stock (continued)b)
    
    September 2005 FinancingDuring September 2005, GeoGlobal completed the sale of 3,252,400 Units of its securities at
US$6.50 per Unit, together with a concurrent sale of an additional 1,000,000 Units on the same
terms, for aggregate gross cash total proceeds of US$27,640,600.Each Unit is comprised of one common share and one half of one warrant. One full warrant
(2005 Purchase Warrant) entitles the holder to purchase one additional common share for
US$9.00, for a term of two years expiring September 2007. The 2005 Purchase Warrants are
subject to accelerated expiration in the event that the price of the Companys common shares
on the American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the resale
of the shares included in the Units and issuable on exercise of the 2005 Purchase Warrants has
been registered under the US Securities Act of 1933, as amended (the Act), and the hold
period for Canadian subscribers has expired. In such events, the warrant term will be reduced
to 30 days from the date of issuance of a news release announcing such accelerated expiration
of the warrant term.Costs of US$1,555,238 were incurred in issuing shares in these transactions which included a
fee of US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale of the
3,252,400 Units, and, in addition, Compensation Options were issued to Jones Gable & Company
Limited entitling it to purchase an additional 195,144 Units at an exercise price of US$6.50
per Unit through their expiration in September 2007. Compensation Options are also subject to
accelerated expiration on the same terms and conditions as the warrants issued in the
transaction.c)
    
    December 2003 FinancingOn December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000 units at
US$1.00 each, together with a concurrent private placement of an additional 200,000 units on
the same terms, for aggregate gross cash total proceeds of US$6,000,000.Each unit is comprised of one common share and one half of one warrant. One full warrant
(2003 Purchase Warrant), entitles the holder to purchase one additional common share for
US$2.50, for a term of two years from date of closing. The 2003 Purchase Warrants are subject
to accelerated expiration 30 days after issuance of a news release to that effect in the event
that the common shares trade at US$4.00 or more for 20 consecutive trading days and if the
resale of the shares has been registered under the 1933 Act and the hold period for Canadian
subscribers has expired. Also issued as additional consideration for this transaction were
580,000 Broker Warrants.The 580,000 Broker Warrants described above entitled the holder to purchase 580,000 common
            shares at an exercise price of US$1.50 per share which expired on December 23, 2005.d)
    
    Warrants
 i)
    
    2003 Purchase WarrantsDuring the three months ended March 31, 2006, the remaining 2003 Purchase Warrants were
exercised which resulted in the issuance of 785,500 common shares for gross proceeds of
US$1,963,750. As at March 31, 2006, no 2003 Purchase Warrants remain to be exercised.ii)
    
    2005 Purchase WarrantsAs at March 31, 2006, all of the 2005 Purchase Warrants remained outstanding, which if
exercised, would result in the issuance of 2,126,200 common shares for gross proceeds of
US$19,135,800.iii)
    
    Compensation Option WarrantsAs at March 31, 2006, none of the 97,572 Compensation Option Warrants have
been issued as a result of the Compensation Options not yet being exercised. If the
Compensation Options are exercised and the Compensation Option Warrants issued, if
exercised, would result in the issuance of 97,572 common shares for gross proceeds
of US$878,148.
 Page 11




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 4.
    
    Capital Stock (continued)
 e)
    
    Options
 i)
    
    Stock OptionsDuring the three months ended March 31, 2006, 195,000 (December 31, 2005  739,000)
options were exercised at various prices between US$1.01 and US$1.18 for gross proceeds
of US$206,050 (December 31, 2005  US$1,005,385).ii)
    
    Compensation OptionsAs at March 31, 2006, none of the 195,144 Compensation Options were exercised. When
fully exercised, the Compensation Options would result in the issuance of 97,572
compensation option warrants, and the issuance of 195,144 common shares for gross
proceeds of US$1,268,436.
 f)
    
    Weighted-average number of sharesFor purposes of the determination of net loss per share, the basic and diluted
weighted-average number of shares outstanding for the three months ended March 31, 2006 was
58,542,772 (three months ended March 31, 2005  50,207,455). The number for the three months
ended March 31, 2006 and 2005 excludes the 5,000,000 shares currently held in escrow (note 6).
 5.
    
    Stock Optionsa)
    
    The Companys 1998 Stock Incentive PlanUnder the terms of the 1998 Stock Incentive Plan (the Plan), as amended, 8,000,000 common
            shares have been reserved for issuance on exercise of options granted under the Plan. As at
March 31, 2006, the Company had 1,875,697 (December 31, 2005  1,875,697) common shares
remaining for issuance under the Plan. The Board of Directors of the Company may amend or
modify the Plan at any time, subject to any required stockholder approval. The Plan will
terminate on the earliest of: (i) 10 years after the Plan Effective Date, being December 2008;
(ii) the date on which all shares available for issuance under the Plan have been issued as
fully-vested shares; or, (iii) the termination of all outstanding options in connection with
certain changes in control or ownership of the Company.b)
    
    Stock-based compensationThe Company adopted Statement of Financial Accounting Standards 123(R) using the
modified-prospective-transition method on January 1, 2006. Under this method, the Company is
required to recognize compensation costs for stock-based compensation arrangements with
employees, consultants and directors based on their grant-date fair values over the vesting
period.In prior periods, the Company was required only to provide pro-forma basis impact on net loss
and net loss per share. For the three month period ended March 31, 2005, the stock-based
compensation was US$1,503,894 resulting in a pro-forma net loss of US$1,680,741 and a
pro-forma net loss per share of US$0.03.On January 1, 2006, the impact of this adoption requires the Company to recognize a charge of
US$367,596 over the next 3 years vesting at various times as outlined in note 5(c) for past
stock-based compensation options granted. Of this amount, US$118,808 was recognized in the
three month period ended March 31, 2006.
 Page 12




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 5.
    
    Stock Options (continued)The fair value of each option granted was estimated on the date of the grant using the
Modified Black-Scholes option-pricing model with the following assumptions:
 March 31, 2006
    
    December 31, 2005
    
    March 31, 2005US $
    
    US $
    
    US $Black-Scholes AssumptionsFair value of stock options granted (1)
    
    $
    0.48
    
    
    $
    0.48
    
    
    $
    0.36Risk-free interest rate
    
    
    2.75
    %
    
    
    2.75
    %
    
    
    2.75
    %Volatility
    
    
    95
    %
    
    
    95
    %
    
    
    103
    %Expected life (1)
    
    0.9 years
    
    0.9 years
    
    0.8 yearsDividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 
 (1)
    
    weighted-average c)
    
    Stock option tableThese options were granted for services provided to the Company:
 Option
    
    
    
    
    
    
    
    
    
    
    
    
    
    

Granted
    
    
    Cancelled (c)
    
    
    
    
    
    
    BalanceGrant
    
    exercise
    
    
    Expiry
    
    
    Vesting
    
    
    Balance
    
    
    during
    
    
    Exercised (e)
    
    
    Balance
    
    
    exercisabledate
    
    price
    
    
    date
    
    
    date
    
    
    Dec 31, 2005
    
    
    the period
    
    
    during the period
    
    
    Mar 31, 2006
    
    
    Mar 31, 2006(mm/dd/yy)
    
    US $
    
    
    (mm/dd/yy)
    
    
    (mm/dd/yy)
    
    
    #
    
    
    #
    
    
    #
    
    
    #
    
    
    #12/09/03
    
    
    1.18
    
    
    
    08/31/06
    
    
    Vested
    
    
    1,751,500
    
    
    
    
    
    
    
    30,000
    (e)
    
    
    1,721,500
    
    
    
    1,721,50012/30/03
    
    
    1.50
    
    
    
    08/31/06
    
    
    Vested
    
    
    345,000
    
    
    
    
    
    
    
    
    
    
    
    345,000
    
    
    
    345,00001/17/05
    
    
    1.01
    
    
    
    08/31/06
    
    
    Vested
    
    
    729,500
    
    
    
    
    
    
    
    140,000
    (e)
    
    
    589,500
    
    
    
    589,50001/18/05
    
    
    1.10
    
    
    
    08/31/08
    
    
    Vested
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    450,000
    
    
    
    450,00001/18/05
    
    
    1.10
    
    
    
    08/31/08
    
    
    
    08/15/06
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    01/25/05
    
    
    1.17
    
    
    
    08/31/06
    
    
    Vested
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    (e)
    
    
    
    
    
    
    06/14/05
    
    
    3.49
    
    
    
    06/14/15
    
    
    
    06/14/06
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150,00008/24/05
    
    
    6.50
    
    
    
    08/24/08
    
    
    Vested
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    60,00008/24/05
    
    
    6.50
    
    
    
    08/24/08
    
    
    
    08/31/06
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/06
    
    
    
    16,666
    
    
    
    
    
    
    
    
    
    
    
    16,666
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/07
    
    
    
    16,667
    
    
    
    
    
    
    
    
    
    
    
    16,667
    
    
    
    10/03/05
    
    
    6.81
    
    
    
    10/03/15
    
    
    
    10/03/08
    
    
    
    16,667
    
    
    
    
    
    
    
    
    
    
    
    16,667
    
    
    
    3,761,000
    
    
    
    
    
    
    
    195,000
    
    
    
    3,566,000
    
    
    
    3,316,000
 
 i)
    
    As at March 31, 2006, there were 3,566,000 options outstanding at various prices
which, if exercised, would result in total proceeds of US$5,383,265.ii)
    
    During the three months ended March 31, 2006, there were 195,000 options exercised
for total proceeds of $206,050. Page 13




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 6.
    
    Acquisition
   US $Net assets acquiredCash
    
    
    3,034,666Other current assets
    
    
    75,000Current liabilities
    
    
    (2,706
    )Net book value of identifiable assets acquired
    
    
    3,106,960Consideration paidPromissory note issued
    
    
    2,000,00034,000,000 common shares issued par value $0.001
    
    
    34,000Additional paid-in capital
    
    
    1,072,9603,106,960
 Page 14




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 7.
    
    Related Party Transactions
  a)
    
    Note payableOn August 29, 2003, as part of the Acquisition (note 6), a US$2,000,000 promissory note was
issued to the sole shareholder of GeoGlobal India. On each of August 29, 2003, October 15,
2003, January 15, 2004 and June 30, 2004, US$500,000 of the note was repaid. The promissory
note was non-interest bearing and the capital stock of GeoGlobal India collateralized the
repayment of the note. The collateral has been released.b)
    
    Roy Group (Mauritius) Inc.Roy Group (Mauritius) Inc. is related to the Company by common management and is controlled by
a director of the Company who is also a principal shareholder of the Company. On March 27,
2003, the Company entered into a Participating Interest Agreement (note 3d) with the related
party.c)
    
    Roy Group (Barbados) Inc. (Roy Group)Roy Group is related to the Company by common management and is controlled by a director of
the Company who is also a principal shareholder of the Company. On August 29, 2003, the
Company entered into a Technical Services Agreement (TSA) with Roy Group to provide services
to the Company as assigned by the Company and to bring new oil and gas opportunities to the
Company. On January 31, 2006, the terms of the agreement were amended to extend the term of
the agreement from August 31, 2006 to December 31, 2007. Roy Group receives consideration of
US$350,000 per year as outlined and recorded below:
 Period fromInception,Aug 21, 2002Mar 31, 2006
    
    
    Mar 31, 2005
    
    
    to Mar 31, 2006US $
    
    
    US $
    
    
    US$Consolidated Statements of OperationsConsulting fees
    
    
    17,500
    
    
    
    12,500
    
    
    
    146,167Consolidated Balance SheetsProperty and equipmentExploration costs  India (note 3a)
    
    
    70,000
    
    
    
    50,000
    
    
    
    584,66687,500
    
    
    
    62,500
    
    
    
    730,833
  Consolidated Statements of OperationsGeneral and administrative
    
    
    34,100
    
    
    
    1,489
    
    
    
    139,819Consolidated Balance SheetsAccounts receivable
    
    
    
    
    
    
    15
    
    
    
    21,370Property and equipmentExploration costs  India (note 3a)
    
    
    35,738
    
    
    
    12,543
    
    
    
    333,535Computer and office equipment
    
    
    
    
    
    
    
    
    
    
    37,59569,838
    
    
    
    14,047
    
    
    
    532,319
  Page 15




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 7.
    
    Related Party Transactions (continued)d)
    
    D.I. Investments Ltd. (D.I.)D.I. is related to the Company by common management and is controlled by a director of the
Company. DI charged consulting fees for services rendered as outlined and recorded below:
 Period fromInception,Aug 21, 2002Mar 31, 2006
    
    
    Mar 31, 2005
    
    
    to Mar 31, 2006US $
    
    
    US $
    
    
    US$Consolidated Statements of OperationsConsulting fees
    
    
    46,250
    
    
    
    30,000
    
    
    
    377,965
  Consolidated Statements of OperationsGeneral and administrativeOffice costs
    
    
    13,181
    
    
    
    13,599
    
    
    
    172,316Travel, hotel, meals and entertainment
    
    
    92
    
    
    
    1,250
    
    
    
    47,602Consolidated Balance SheetsAccounts receivable
    
    
    4,130
    
    
    
    2,921
    
    
    
    18,29517,403
    
    
    
    17,770
    
    
    
    238,213
  e)
    
    Amicus Services Inc. (Amicus)Amicus is related to the Company by virtue of being controlled by the brother of a director of
the Company. Amicus charged as consulting fees for services rendered as outlined below:
 Consolidated Statements of OperationsConsulting fees
    
    
    13,882
    
    
    
    6,110
    
    
    
    97,985
  Consolidated Statements of OperationsGeneral and administrative
    
    
    
    
    
    
    
    
    
    
    2,814Consolidated Balance SheetsAccounts receivable
    
    
    692
    
    
    
    428
    
    
    
    7,241Computer and office equipment
    
    
    
    
    
    
    
    
    
    
    1,599692
    
    
    
    428
    
    
    
    11,654
  Page 16




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 8.
    
    Income Taxesa)
    
    Income tax expenseThe provision for income taxes in the consolidated financial statements differs from the
result which would have been obtained by applying the combined Federal, State and Provincial
tax rates to the loss before income taxes. This difference results from the following items:
 Period fromInception,Aug 21, 2002Mar 31, 2006
    
    
    Mar 31, 2005
    
    
    to Mar 31, 2006US $
    
    
    US $
    
    
    US$Net loss before income taxes
    
    
    (31,726
    )
    
    
    (176,847
    )
    
    
    (1,871,710
    )Expected US tax rate
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %Expected income tax recovery
    
    
    (12,900
    )
    
    
    (71,906
    )
    
    
    (761,240
    )Excess of expected tax rate over tax rate of
foreign affiliates
    
    
    8,137
    
    
    
    13,057
    
    
    
    200,709(4,763
    )
    
    
    (58,849
    )
    
    
    (560,531
    )Valuation allowance
    
    
    4,206
    
    
    
    57,797
    
    
    
    551,726Other
    
    
    557
    
    
    
    1,052
    
    
    
    8,805Income tax recovery
    
    
    
    
    
    
    
    
    
    
    
 b)
    
    Deferred income taxesThe Company has not recognized the deferred income tax asset because the benefit is not more
likely than not to be realized. The components of the net deferred income tax asset consist
of the following temporary differences:
 Mar 31, 2006
    
    
    Dec 31, 2005US $
    
    
    US $Difference between tax base and reported amounts of
depreciable assets
    
    
    25,871
    
    
    
    25,871Non-capital loss carry forwards
    
    
    6,951,229
    
    
    
    7,556,6466,977,100
    
    
    
    7,582,517Valuation allowance
    
    
    (6,977,100
    )
    
    
    (7,582,517
    )Deferred income tax asset
    
    
    
    
    
    
    
 Page 17




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 8.
    
    Income Taxes (continued)c)
    
    Loss carry forwardsAt March 31, 2006, the Company has US$17,465,213 of available loss carry forwards to reduce
taxable income for income tax purposes in the various jurisdictions as outlined below which
have not been reflected in these consolidated financial statements.
 Amount
    
    
    Expiry DatesTax Jurisdiction
    
    US $
    
    
    CommenceUnited States
    
    
    17,033,278
    
    
    
    2006Canada
    
    
    40,957
    
    
    
    2010Barbados
    
    
    390,978
    
    
    
    2012
 9.
    
    Segmented Information
  March 31, 2006
    
    
    December 31, 2005Property and equipment
    
    
    Property and equipmentUS $
    
    
    US $Canada
    
    
    120,394
    
    
    
    89,826India
    
    
    4,443,644
    
    
    
    2,216,6634,564,038
    
    
    
    2,306,489
 10.
    
    Commitments, Contingencies and Guaranteesa)
    
    Restricted cash
 i)
    
    The Company has provided to the GOI two irrevocable letters of credit totalling
US$394,589 (Mehsana US$195,055 and Sanand/Miroli US$199,534) (December 31, 2005 -
US$392,485) secured by term deposits of the Company in the same amount. These letters of
credit serve as guarantees for the performance of the minimum work commitments for the
budget period ending March 31, 2006 of Phase I of both of these Cambay Blocks. The PSCs
contain provisions whereby the joint venture participants must provide the GOI a bank
guarantee in the amount of 35% of the participants share of the minimum work program for
a particular phase, to be undertaken during the year. This work program to be undertaken
is presented annually to the management committee for approval for the period April 1
through March 31. The work programs and their related budgets have not yet been
approved for the year April 1, 2006 to March 31, 2007. We anticipate amending our bank
guarantee accordingly upon the approval of the annual budget for the period ending March
31, 2007.ii)
    
    The Company has provided to their bankers as security for credit cards issued to
employees for business purposes a term deposit in the amount of US$34,270 (Cdn$40,000).
 Page 18




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 10.
    
    Commitments, Contingencies and Guarantees (continued)b)
    
    Production Sharing ContractsThe Company is required to expend funds on the exploration activities to fulfill the
terms of the minimum work commitment based on our participating interest for Phase I
pursuant to the PSCs in respect of each of our exploration
blocks as follows:
 i)
    
    Mehsana  Acquire, process and interpret 75 square kilometers of 3D seismic and
drill 7 exploratory wells between 1,000 and 2,200 meters.ii)
    
    Sanand/Miroli  Acquire, process and interpret 200 square kilometers of 3D seismic
and drill 12 exploratory wells between 1,500 and 3,000 meters.iii)
    
    Ankleshwar  Acquire, process and interpret 448 square kilometers of 3D seismic and
drill 14 exploratory wells between 1,500 and 2,500 meters.iv)
    
    DS Block  Gravity and geochemical surveys and a 12,000 line kilometer aero
magnetic survey.
  Under the terms of all the PSCs, the Company is also required to keep in force a financial
and performance guarantee.
 c)
    
    Tarapur BlockAs the holder of a participating interest in the Tarapur Block, the Company will be required
to fund its 20% share of all further exploration and development costs incurred on the
exploration block. To March 31, 2006, US$2,098,277 has been incurred under the terms of the
Companys agreement with GSPC. Of this amount, US$976,527 has been paid to GSPC and an
additional US$1,118,000 has been accrued for costs incurred to March 31, 2006. The Company
has budgeted to expend an additional aggregate of approximately US$2.5 million for exploration
activities under the terms of the agreement entered into covering the Tarapur block over the
period April 1, 2006 to March 31, 2007. Under the terms of the agreement, the Company will be
required to keep in force a financial and performance guarantee securing its performance under
the Tarapur PSC.d)
    
    KG BlockUnder the terms of our PSC relating to the KG Block, the first phase of the exploration period
was to expire on September 11, 2005. The PSC provides that by the end of the first phase, the
contracting parties, in addition to other parts of the work program which have been completed,
shall have drilled at least fourteen wells. Through March 11, 2006, four wells had been
drilled on the exploration block, leaving ten wells to be drilled. The PSC provides that, if
at the end of an exploration phase a work program for that phase is not completed, the time
for completion of the exploration program for that phase is to be extended for a period
necessary to enable completion but not exceeding six months provided the parties (i) submit a
request by written notice to the Government of India at least thirty days prior to the
expiration of the relevant phase, (ii) can show technical or other good reasons for the
non-completion of the work program, and (iii) the management committee gives its consent to
the extension. Any such extension that is granted is to be deducted from the next succeeding
exploration phase.On August 5, 2005, a written notice requesting the six month extension was submitted and on
August 29, 2005, the management committee consented to the extension of six months to March
11, 2006 and deducted the six month extension from the Phase II exploration period.
 Page 19




---



##### 



GeoGlobal Resources Inc.
(a development stage enterprise)
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2006
 10.
    
    Commitments, Contingencies and Guarantees (continued)On February 24, 2006, the management committee for the KG Block recommended a further
extension of twelve months to March 11, 2007 which is also to be deducted from the second
phase of the exploration program. As a further condition to the extension, the management
committee recommended that GSPC be required to provide a bank guarantee as to 50% of the
unfinished work program, which GSPC has agreed to provide. As at May 11, 2006, approval of
this extension from the Government of India is still pending.Under the terms of the PSC, in the event the ten remaining wells are not drilled by
March 11, 2007, the Government of India would have the right to assert that the
contracting parties have failed to comply with or have contravened a material provision
of the PSC. Under such circumstances, the PSC will be subject to termination by the
Government of India on ninety days written notice, unless such failure of compliance or
contravention is remedied within the ninety-day period or such extended period as may be
granted by the Government of India. In the event the PSC is terminated by the Government
of India, or in the event the work program is not fulfilled by the end of the relevant
exploration phase, each party to the PSC is to pay to the Government of India its
participating interest share of an amount which is equal to the amount that would be
required to complete the minimum work program for that phase. We are of the view that
GSPC, under the terms of our CIA, would be liable for our participating interest share of
the amount required to complete the minimum work program for the phase. However,
termination of the PSC by the Government of India would result in the loss of our
interest in the KG Block other than areas determined to encompass commercial discoveries.
To December 31, 2005, exploration costs related to the KG Block capitalized in the
Companys accounts amount to US$1,545,196.11.
    
    Comparative figuresAs the Company is in its development stage, these are the accumulated amounts of the
continuing entity for the period from inception, being August 21, 2002 to March 31, 2006.
 Page 20




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 General
  Our Business Activities
   
    
    The first of our agreements, entered into in February 2003, grants exploration rights in
an area offshore eastern India. We refer to this as the KG Block and we have a net 5%
carried interest under this agreement.
    
    We have entered into two agreements which grant exploration rights in areas onshore in
the Cambay Basin in the State of Gujarat in western India. These agreements were entered
into with the Government of India in February 2004 and we have a 10% participating interest
under each of these agreements. We refer to these as the Mehsana Block and the
Sanand/Miroli Block.
    
    In April 2005, we entered into an agreement with Gujarat State Petroleum Corporation
Limited (GSPC), providing for our purchase and the sale by GSPC, subject to Government of
India consent, of a 20% participating interest in the agreement granting exploration rights
onshore in the Cambay Basin in the State of Gujarat. We refer to this as the Tarapur
Block.
    
    On September 23, 2005, we signed agreements with respect to two additional locations.
One area in which we hold a 10% participating interest is located onshore in the Cambay
Basin located in the State of Gujarat south-east of our three existing Cambay blocks. The
second area is onshore in the Deccan Syneclise Basin located in the northern portion of the
State of Maharashtra in west-central India for which we operate and hold a 100%
participating interest.
  A COMPARISON OF OUR OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2006 TO MARCH 31, 2005
 Statements of Operations
 Three months ended March 31, 2006 and 2005
   Page 21




---



##### 



Liquidity and Capital Resources
  Three months ended March 31, 2006 and 2005
     Page 22




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##### 



The KG Block and Our Carried Interest Agreement
    The NELP IV Cambay Block Agreements
    Tarapur Block Agreement
  Page 23




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The NELP V Block Agreements
    2006 Activities
        Page 24




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Cautionary Statement For Purposes Of The Safe Harbor Provisions Of The Private
Securities Litigation Reform Act Of 1995
  
    
    the statements in this Quarterly Report regarding our plans and objectives relating to
our future operations,
    
    plans and objectives regarding the exploration, development and production activities
conducted on the exploration blocks in India in which we have interests,
    
    plans regarding drilling activities intended to be conducted through the ventures in
which we are a participant, the success of those drilling activities and our ability and
the ability of the ventures to complete any wells on the exploration blocks, to develop
reserves of hydrocarbons in commercially marketable quantities, to establish facilities for
the collection, distribution and marketing of hydrocarbons, to produce oil and natural gas
in commercial quantities and to realize revenues from the sales of those hydrocarbons.
    
    our plans and objectives to join with others or to directly seek to enter into or
acquire interests in additional Production Sharing Contracts with the GOI.
    
    our assumptions, plans and expectations regarding our future capital requirements,
    
    our plans and intentions regarding our plans to raise additional capital,
    
    the costs and expenses to be incurred in conducting exploration, well drilling,
development and production activities and the adequacy of our capital to meet our
requirements for our present and anticipated levels of activities are all forward-looking
statements.
  
    
    We cannot assure you that our assumptions or our business plans and objectives discussed
herein will prove to be accurate or be able to be attained.
    
    We cannot assure you that any commercially recoverable quantities of hydrocarbon
reserves will be discovered on the exploration blocks in which we have an interest.
    
    Our ability to realize revenues cannot be assured. Our ability to successfully drill,
test and complete producing wells cannot be assured.
    
    We cannot assure you that we will have available to us the capital required to meet our
plans and objectives at the times and in the amounts required or we will have available the
amounts we are required to fund under the terms of the PSC we are a party to.
    
    We cannot assure you that we will be successful in joining any further ventures seeking
to be granted Production Sharing Contracts by the GOI or that we will be successful in
acquiring interests in existing ventures.
    
    We cannot assure you that the GOI will consent to the assignment by GSPC of the 20%
participating interest in the Tarapur Block or that the Company will be successful in
entering into alternative acceptable arrangements on commercially favorable terms with GSPC
should that consent not be forthcoming so as to protect our investment in the Tarapur
Block.
    
    We cannot assure you that the outcome of testing of one or more wells on the KG Block
will be satisfactory and result in a commercially-productive well or that any further wells
drilled on the KG Block will have commercially-successful results.
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Risk Factors
  Risks Relating to Our Oil and Gas Activities
 Because We Are In the Early Stage Of Developing Our Activities, There Are Considerable Risks
That We Will Be Unsuccessful
    Page 26




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Our Interest In The Production Sharing Contracts Involve Highly Speculative Exploration
Opportunities That Involve Material Risks That We Will Be Unsuccessful
  Possible Inability of Contracting Parties to Fulfill Phase One of the Minimum Work Program for
the KG Block
    Page 27




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Because Our Activities Have Only Recently Commenced And We Have No Operating History And
Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance Of Our
Profitability
  §
    
    We will experience failures to discover oil and gas in commercial quantities;§
    
    There are uncertainties as to the costs to be incurred in our exploratory drilling
activities, cost overruns are possible and we may encounter mechanical difficulties and
failures in completing wells;§
    
    There are uncertain costs inherent in drilling into unknown formations, such as
over-pressured zones, high temperatures and tools lost in the hole; and§
    
    We may make changes in our drilling plans and locations as a result of prior exploratory
drilling.
   We Expect to Have Substantial Requirements For Additional Capital That May Be Unavailable To Us
Which Could Limit Our Ability To Participate In Our Existing and Additional Ventures Or Pursue
Other Opportunities. Our Available Capital is Limited
  Page 28




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Indias Regulatory Regime May Increase Our Risks And Expenses In Doing Business
  Page 29




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Our Control By Directors And Executive Officers May Result In Those Persons Having Interests
Divergent From Our Other Stockholders
  Our Reliance On A Limited Number Of Key Management Personnel Imposes Risks On Us That We Will
Have Insufficient Management Personnel Available If The Services Of Any Of Them Are Unavailable
   Our Success Is Largely Dependent On The Success Of The Operators Of The Ventures In Which We
Participate And Their Failure Or Inability To Properly Or Successfully Operate The Oil And Gas
Exploration, Development And Production Activities On An Exploration Block, Could Materially
Adversely Affect Us
   Page 30




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Certain Terms Of The Production Sharing Contracts May Create Additional Expenses And Risks That
Could Adversely Affect Our Revenues And Profitability
  §
    
    The venture participants are required to complete certain minimum work programs during
the three phases of the terms of the PSCs. In the event the venture participants fail to
fulfill any of these minimum work programs, the parties to the venture must pay to the GOI
their proportionate share of the amount that would be required to complete the minimum work
program. Accordingly, we could be called upon to pay our proportionate share of the
estimated costs of any incomplete work programs;§
    
    Until such time as the GOI attains self sufficiency in the production of crude oil and
condensate and is able to meet its national demand, the parties to the venture are required
to sell in the Indian domestic market their entitlement under the PSCs to crude oil and
condensate produced from the exploration blocks. In addition, the Indian domestic market
has the first call on natural gas produced from the exploration blocks and the discovery
and production of natural gas must be made in the context of the governments policy of
utilization of natural gas and take into account the objectives of the government to
develop its resources in the most efficient manner and promote conservation measures.
Accordingly, this provision could interfere with our ability to realize the maximum price
for our share of production of hydrocarbons;§
    
    The parties to each agreement that are not Indian companies, which includes us, are
required to negotiate technical assistance agreements with the GOI or its nominee whereby
such foreign company can render technical assistance and make available commercially
available technical information of a proprietary nature for use in India by the government
or its nominee, subject, among other things, to confidentiality restrictions. Although not
intended, this could increase each ventures and our cost of operations; and§
    
    The parties to each venture are required to give preference, including the use of tender
procedures, to the purchase and use of goods manufactured, produced or supplied in India
provided that such goods are available on equal or better terms than imported goods, and to
employ Indian subcontractors having the required skills insofar as their services are
available on comparable standards and at competitive prices and terms. Although not
intended, this could increase the ventures and our cost of operations.
  Page 31




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Oil And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely Affect Our
Financial Results
  §
    
    political conditions in oil producing regions, including the Middle East and elsewhere;§
    
    the domestic and foreign supply of oil and gas;§
    
    quotas imposed by the Organization of Petroleum Exporting Countries upon its members;§
    
    the level of consumer demand;§
    
    weather conditions;§
    
    domestic and foreign government regulations;§
    
    the price and availability of alternative fuels;§
    
    overall economic conditions; and§
    
    international political conditions.
  §
    
    the capacity and availability of oil and gas gathering systems and pipelines;§
    
    the ability to produce oil and gas in commercial quantities and to enhance and maintain
production from existing wells and wells proposed to be drilled;§
    
    the proximity of future hydrocarbon discoveries to oil and gas transmission facilities
and processing equipment (as well as the capacity of such facilities);§
    
    the effect of governmental regulation of production and transportation (including
regulations relating to prices, taxes, royalties, land tenure, allowable production,
importing and exporting of oil and condensate and matters associated with the protection of
the environment);§
    
    the imposition of trade sanctions or embargoes by other countries;§
    
    the availability and frequency of delivery vessels;§
    
    changes in supply due to drilling by others;§
    
    the availability of drilling rigs; and§
    
    changes in demand.
 Our Ability To Locate And Participate In Additional Exploration Opportunities And To Manage
Growth May Be Limited By Reason Of Our Limited History Of Operations And The Limited Size Of Our
Staff
  Page 32




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Our Future Performance Depends Upon Our Ability And The Ability Of The Ventures In Which We
Participate To Find Or Acquire Oil And Gas Reserves That Are Economically Recoverable
   Estimating Reserves And Future Net Revenues Involves Uncertainties And Oil And Gas Price
Declines May Lead To Impairment Of Oil And Gas Assets
  Page 33




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Risks Relating To The Market For Our Common Stock
 Volatility Of Our Stock Price
  ITEM 3. CONTROLS AND PROCEDURES
   Page 34




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PART II
OTHER INFORMATION
 ITEM 6.
    
    EXHIBITS31.1*
    
    Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)31.2*
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)32.1
    
    Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished,
not filed)32.2
    
    Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)
 
 *
    
    filed herewith Page 35




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Exchange Act
 GEOGLOBAL RESOURCES INC.

(Registrant)May 11, 2006
    
    /s/ Jean Paul RoyJean Paul RoyPresident and Chief Executive Officer(Principal Executive Officer and Director)May 11, 2006
    
    /s/ Allan J. KentAllan J. KentExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting)
 Page 36