UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q/A


Amendment
No. 1





(Mark
One)





þ
            
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended September 30, 2007;oro
            
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the transition period from ____________ to
      ____________.





Commission
file Number: 1-32158














GEOGLOBAL
RESOURCES INC.


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


(Exact
name of registrant as specified in its charter)





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





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


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


(Address
of principal executive offices, zip code)




403/777-9250


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


(Registrant’s
Telephone Number, Including Area Code)




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


for the
past 90 days.




YES
      [X]
            NO
      [  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a


non-accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).




Large
      accelerated filer
            
            Accelerated
      filer
            þ
            Non-accelerated
      filer





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




YES
      [  ]
            NO
      [X]




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




Class
            
            Outstanding
      at November 14, 2007COMMON
      STOCK, PAR VALUE $.001 PER SHARE
            
            72,205,756








Page
1








GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)


QUARTERLY
REPORT ON FORM 10-Q/A







This Form
10-Q/A Amendment No. 1 is being filed to amend the GeoGlobal Resources Inc. (the
“Company”) Quarterly Report on Form 10-Q for the nine months ended September 30,
2007. The amendment arose out of a need to restate certain financial statements
previously filed with the Securities and Exchange Commission in order to correct
certain errors relating to the Company’s reporting of stock based compensation
in compliance with FAS 123R.




This Form
10-Q/A does not reflect events occurring after the filing of the original Form
10-Q or modify or update those disclosures.  Information not affected
by the amendment is unchanged and reflects the disclosure made at the time of
the original filing of the Form 10-Q with the Securities and Exchange Commission
on November 14, 2007.  The following items have been amended as a
result of the restatement:

















Table
of Contents





PagePART
      IItem
      1
            Financial
      Statements
            3Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            29Item
      4.
            Controls
      and Procedures
            52PART
      IIItem
      6.
            Exhibits
            52





Page
2





PART
      I.          FINANCIAL
      INFORMATION
              Item
      1.           
      CONSOLIDATED FINANCIAL STATEMENTSGEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      BALANCE SHEETS
              (Unaudited)September
      30, 2007
              US
      $
            
            
            December
      31, 2006
              US
      $Restated
              note
      6c
            
            
            Restated
              note
      6cAssetsCurrentCash
      and cash equivalents
            
            
            49,255,804
            
            
            
            32,362,978Accounts
      receivable
            
            
            431,335
            
            
            
            202,821Prepaids
      and deposits
            
            
            154,214
            
            
            
            31,23249,841,353
            
            
            
            32,597,031Restricted
      cash (note 9a)
            
            
            4,545,148
            
            
            
            3,590,769Property
      and equipment (note 3)
            
            
            935,934
            
            
            
            183,427Oil
      and gas interests, not subject to depletion (note 4)
            
            
            20,459,523
            
            
            
            12,121,33475,781,958
            
            
            
            48,492,561LiabilitiesCurrentAccounts
      payable
            
            
            1,078,912
            
            
            
            1,888,103Accrued
      liabilities
            
            
            1,076,319
            
            
            
            33,487Due
      to related companies (notes 7c, 7d and 7e)
            
            
            52,745
            
            
            
            33,6052,207,976
            
            
            
            1,955,195Stockholders'
      EquityCapital
      stockAuthorized100,000,000
      common shares with a par value of US$0.001 each1,000,000
      preferred shares with a par value of US$0.01 eachIssued72,205,755
      common shares (December 31, 2006 – 66,208,255)
            
            
            57,614
            
            
            
            51,617Additional
      paid-in capital
            
            
            82,012,120
            
            
            
            52,900,900Deficit
      accumulated during the development stage
            
            
            (8,495,752
            )
            
            
            (6,415,151
            )73,573,982
            
            
            
            46,537,36675,781,958
            
            
            
            48,492,561See
      Commitments, Contingencies and Guarantees (note 9)
              The
      accompanying notes are an integral part of these Consolidated Financial
      Statements





Page
3





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF OPERATIONS
              (Unaudited)Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
              ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US$Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6cExpenses(notes 5f, 6b,
      7c, 7d and 7e)General
      and administrative
            
            
            820,112
            
            
            
            552,780
            
            
            
            1,771,399
            
            
            
            1,214,761
            
            
            
            4,767,041Consulting
      fees
            
            
            (46,209
            )
            
            
            292,954
            
            
            
            22,469
            
            
            
            461,971
            
            
            
            4,826,271Professional
      fees
            
            
            147,424
            
            
            
            61,039
            
            
            
            488,918
            
            
            
            161,967
            
            
            
            1,241,594Depreciation
            
            
            14,941
            
            
            
            12,975
            
            
            
            39,285
            
            
            
            33,974
            
            
            
            250,595936,268
            
            
            
            919,748
            
            
            
            2,322,071
            
            
            
            1,872,673
            
            
            
            11,085,501Other
      expenses (income)Consulting
      fees recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (66,025
            )Equipment
      costs recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (19,395
            )Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Foreign
      exchange (gain) loss
            
            
            2,433
            
            
            
            (2,329
            )
            
            
            (10,286
            )
            
            
            (3,750
            )
            
            
            16,261Interest
      income
            
            
            (694,292
            )
            
            
            (461,123
            )
            
            
            (1,551,184
            )
            
            
            (1,288,741
            )
            
            
            (3,798,362
            )(691,859
            )
            
            
            (463,452
            )
            
            
            (1,561,470
            )
            
            
            (1,292,491
            )
            
            
            (3,909,749
            )Net
      loss and comprehensive loss
              for
      the period
            
            
            (244,409
            )
            
            
            (456,296
            )
            
            
            (760,601
            )
            
            
            (580,182
            )
            
            
            (7,175,752
            )Net
      loss per share
              – basic and diluted(note 5e, 5f)
            
            
            (0.02
            )
            
            
            (0.01
            )
            
            
            (0.03
            )
            
            
            (0.01
            )The
      accompanying notes are an integral part of these Consolidated Financial
      Statements








Page
4





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITYNumber
      of
              shares
            
            
            Capital Stock
              US
      $
            
            
            Additional
              paid-in
      capital
              US
      $
            
            
            Accumulated
              Deficit
              US
      $
            
            
            Stockholders'
              Equity
              US
      $Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6cCommon
      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
            
            
            14,656,687
            
            
            
            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 the year: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
            
            
            55,053,355
            
            
            
            40,461
            
            
            
            6,680,951
            
            
            
            (532,190
            )
            
            
            6,189,222Common
      shares issued during the year: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
            
            
            55,207,455
            
            
            
            40,615
            
            
            
            7,244,602
            
            
            
            (1,703,688
            )
            
            
            5,581,529Common
      shares issued during the year: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
            
            
            62,954,255
            
            
            
            48,361
            
            
            
            45,043,012
            
            
            
            (4,866,348
            )
            
            
            40,225,025Common
      shares issued during the year: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
            
            
            66,208,255
            
            
            
            51,617
            
            
            
            52,900,900
            
            
            
            (6,415,151
            )
            
            
            46,537,366Common
      shares issued during the period:Options exercised for
      cash (note 6e)
            
            
            317,500
            
            
            
            317
            
            
            
            320,358
            
            
            
            --
            
            
            
            320,675June 2007 private placement
      financing(note 5a)
            
            
            5,680,000
            
            
            
            5,680
            
            
            
            28,394,320
            
            
            
            --
            
            
            
            28,400,000Share issuance costs on private
      placement (note 5a)
            
            
            --
            
            
            
            --
            
            
            
            (2,720,728
            )
            
            
            --
            
            
            
            (2,720,728
            )2007 Compensation
      Options (note 5a)
            
            
            --
            
            
            
            --
            
            
            
            705,456
            
            
            
            --
            
            
            
            705,4562005 Stock Purchase Warrant
      modification (note 5f)
            
            
            --
            
            
            
            --
            
            
            
            1,320,000
            
            
            
            (1,320,000
            )
            
            
            --2005
      Compensation Option & Warrant
              modification(note 5f)
            
            
            --
            
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000Stock-based compensation
      (note 5a)
            
            
            --
            
            
            
            --
            
            
            
            851,814
            
            
            
            --
            
            
            
            851,814Net
      loss and comprehensive loss for the period
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (760,601
            )
            
            
            (760,601
            )5,997,500
            
            
            
            5,997
            
            
            
            29,111,220
            
            
            
            (2,080,601
            )
            
            
            27,036,616Balance
      as at September 30, 2007
            
            
            72,205,755
            
            
            
            57,614
            
            
            
            82,012,120
            
            
            
            (8,495,752
            )
            
            
            73,573,982The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
5





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF CASH FLOWS
              (Unaudited)Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
      ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007
              US
      $US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6cCash
      flows provided by (used in)
              operating
      activitiesNet
      loss
            
            
            (244,409
            )
            
            
            (456,296
            )
            
            
            (760,601
            )
            
            
            (580,182
            )
            
            
            (7,175,752
            )Adjustment
      to reconcile net loss to
              net
      cash used in operating activities:Depreciation
            
            
            14,941
            
            
            
            12,975
            
            
            
            39,285
            
            
            
            33,974
            
            
            
            250,595Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation (note 6b)
            
            
            35,277
            
            
            
            507,278
            
            
            
            374,050
            
            
            
            686,606
            
            
            
            4,988,7032005
      Compensation option &
      warrant    modification  (note
      5f)
            
            
            240,000
            
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            (232,529
            )
            
            
            (41,044
            )
            
            
            (228,514
            )
            
            
            (40,478
            )
            
            
            (356,335
            )Prepaids
      and deposits
            
            
            (42,350
            )
            
            
            (10,190
            )
            
            
            (122,982
            )
            
            
            (11,793
            )
            
            
            (154,214
            )Accounts
      payable
            
            
            13,382
            
            
            
            13,980
            
            
            
            102,956
            
            
            
            43,140
            
            
            
            137,607Accrued
      liabilities
            
            
            30,000
            
            
            
            (17,500
            )
            
            
            (3,487
            )
            
            
            (35,000
            )
            
            
            30,000Due
      to related companies
            
            
            24,678
            
            
            
            1,114
            
            
            
            19,140
            
            
            
            (118,168
            )
            
            
            10,989(161,010
            )
            
            
            10,317
            
            
            
            (340,153
            )
            
            
            (21,901
            )
            
            
            (2,070,635
            )Cash
      flows provided by (used in)
              investing
      activitiesOil
      and gas interests
            
            
            (5,479,467
            )
            
            
            (1,168,813
            )
            
            
            (7,860,425
            )
            
            
            (5,149,439
            )
            
            
            (16,816,474
            )Property
      and equipment
            
            
            (317,255
            )
            
            
            (24,782
            )
            
            
            (791,792
            )
            
            
            (85,765
            )
            
            
            (1,227,101
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      cash (note 9a)
            
            
            (1,347,532
            )
            
            
            (1,879,984
            )
            
            
            (954,379
            )
            
            
            (3,089,820
            )
            
            
            (4,545,148
            )Changes
      in investing assets and liabilities:Cash
      call receivable
            
            
            62,547
            
            
            
            21,620
            
            
            
            --
            
            
            
            (12,265
            )
            
            
            --Accounts
      payable
            
            
            485,641
            
            
            
            (958,159
            )
            
            
            (916,597
            )
            
            
            197,356
            
            
            
            887,847Accrued
      liabilities
            
            
            833,360
            
            
            
            217,000
            
            
            
            1,046,319
            
            
            
            739,427
            
            
            
            1,046,319(5,762,706
            )
            
            
            (3,793,118
            )
            
            
            (9,476,874
            )
            
            
            (7,400,506
            )
            
            
            (17,537,091
            )Cash
      flows provided by (used in)
              financing
      activitiesProceeds
      from issuance of common shares
            
            
            --
            
            
            
            1,949,979
            
            
            
            28,720,675
            
            
            
            4,667,878
            
            
            
            74,952,165Share
      issuance costs
            
            
            (112,226
            )
            
            
            (15,457
            )
            
            
            (2,015,272
            )
            
            
            (74,008
            )
            
            
            (4,181,143
            )Changes
      in financing liabilities:Note
      payable (note 7a)
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            (63,840
            )
            
            
            --
            
            
            
            4,450
            
            
            
            (10,800
            )
            
            
            65,528Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            26,980(176,066
            )
            
            
            1,934,522
            
            
            
            26,709,853
            
            
            
            4,583,070
            
            
            
            68,863,530Net
      increase (decrease) in cash and
              cash
      equivalents
            
            
            (6,099,782
            )
            
            
            (1,848,279
            )
            
            
            16,892,826
            
            
            
            (2,839,337
            )
            
            
            49,255,804Cash
      and cash equivalents, beginning of period
            
            
            55,355,586
            
            
            
            35,046,330
            
            
            
            32,362,978
            
            
            
            36,037,388
            
            
            
            --Cash
      and cash equivalents, end of period
            
            
            49,255,804
            
            
            
            33,198,051
            
            
            
            49,255,804
            
            
            
            33,198,051
            
            
            
            49,255,804Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            1,065,149
            
            
            
            700,029
            
            
            
            1,065,149
            
            
            
            700,029
            
            
            
            1,065,149Term
      deposits
            
            
            48,190,655
            
            
            
            32,498,022
            
            
            
            48,190,655
            
            
            
            32,498,022
            
            
            
            48,190,65549,255,804
            
            
            
            33,198,051
            
            
            
            49,255,804
            
            
            
            33,198,051
            
            
            
            49,255,804The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
6
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


1.         Nature
of Operations




The
Company is engaged primarily in the pursuit of petroleum and natural gas through
exploration and development in India.  Since inception, the efforts of
GeoGlobal have been devoted to the pursuit of Production Sharing Contracts
(“PSC”) with the Gujarat State Petroleum Corporation ("GSPC"), Oil India Limited
("OIL") among others, and the Government of India ("GOI") and the development
thereof.  To date, the Company has not earned revenue from these
operations and is considered to be in the development stage.  The
recoverability of the costs incurred to date is uncertain and dependent upon
achieving commercial production or sale, the ability of the Company to obtain
sufficient financing to fulfill its obligations under the PSCs in India and upon
future profitable operations and upon finalizing agreements.




On August
29, 2003, all of the issued and outstanding shares of GeoGlobal Resources
(India) Inc. ("GeoGlobal India") were acquired by GeoGlobal Resources Inc.,
formerly Suite101.com, Inc.  As a result of the transaction, the
former shareholder of GeoGlobal India held approximately 69.3% of the issued and
outstanding shares of GeoGlobal Resources Inc.  This transaction is
considered an acquisition of GeoGlobal Resources Inc. (the accounting subsidiary
and legal parent) by GeoGlobal India (the accounting parent and legal
subsidiary) and has been accounted for as a purchase of the net assets of
GeoGlobal Resources Inc. by GeoGlobal India.  Accordingly, this
transaction represents a recapitalization of GeoGlobal India, the legal
subsidiary, effective August 29, 2003.  These consolidated financial
statements are issued under the name of GeoGlobal Resources Inc. but are a
continuation of the financial statements of the accounting acquirer, GeoGlobal
India.  The assets and liabilities of GeoGlobal India are included in
the consolidated financial statements at their historical carrying
amounts.  As a result, the stockholders' equity of GeoGlobal Resources
Inc. is eliminated and these consolidated financial statements reflect the
results of operations of GeoGlobal Resources Inc. only from the date of the
acquisition.




GeoGlobal
Resources Inc. changed its name from Suite101.com, Inc. after receiving
shareholder approval at the Annual Shareholders Meeting held on January 8,
2004.  Collectively, GeoGlobal Resources Inc., GeoGlobal India and its
other wholly-owned direct and indirect subsidiaries, are referred to as the
"Company" or “GeoGlobal”.





2.         Significant
Accounting Policies




a)         Basis
of presentation


The
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 Regulation S-X and the
instructions to Form 10-Q under the U.S. Securities and Exchange Act of 1934, as
amended.  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
nine months ended September 30, 2007 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2007.




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 and 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., (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., and (v) GeoGlobal Oil & Gas (India)
Private Limited, incorporated under the Companies Act, 1956,Maharashtra, India on May 5, 2006.




Page
7
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


2.         Basis
of presentation (continued)




b)         Stock-based
compensation plan


In prior
periods, reporting on the impact of stock-based compensation, such as employee
stock options, on the Company’s net loss and net loss per share was required
only on a pro-forma basis.




In
December, 2004, the Financial Accounting Standards Board issued a revision to
Standard 123, Accounting for
Stock-Based Compensation.The Statement of Financial Accounting Standards
123(R), Share-Based Payment("FAS 123(R)"), requires the recognition of compensation cost for
stock-based compensation arrangements with employees, consultants and directors
based on their grant date fair value using the Black-Scholes option-pricing
model. Compensation expense is recorded over the awards' respective requisite
service, with corresponding entries to paid-in capital.




The
Company adopted FAS 123(R) using the modified-prospective-transition method on
January 1, 2006. The impact of this adoption required the Company to recognize a
charge for past stock-based compensation options granted of US$367,596 over the
subsequent 3 years in accordance with their respective vesting periods (see note
6).





3.         Property
and Equipment




September
      30, 2007
              US$
            
            
            December
      31, 2006
              US$Computer
      and office equipment
            
            
            370,672
            
            
            
            324,419Accumulated
      depreciation
            
            
            (208,367
            )
            
            
            (169,082
            )162,305
            
            
            
            155,337Office
      condominium - India
            
            
            773,629
            
            
            
            28,090935,934
            
            
            
            183,427





4.         Oil
and Gas Interests


September
      30, 2007
              US$
            
            
            December
      31, 2006
              US$Restated
              note
      6c
            
            
            Restated
              note
      6cExploration
      costs incurred in:2002
            
            
            21,925
            
            
            
            21,9252003
            
            
            178,829
            
            
            
            178,8292004
            
            
            506,269
            
            
            
            506,2692005
            
            
            3,250,700
            
            
            
            3,250,7002006
            
            
            8,163,611
            
            
            
            8,163,61112,121,334
            
            
            
            12,121,3342007
            
            
            8,338,189
            
            
            
            --20,459,523
            
            
            
            12,121,334




a)         Exploration
costs


The
exploration costs incurred to date are not subject to
depletion.  These exploration costs cover six exploration blocks,
known as the KG Offshore Block, the Mehsana Block, the Sanand/Miroli Block, the
Ankleshwar Block, the DS 03 Block and the Tarapur Block.  In addition,
exploration costs include costs incurred in evaluating and bidding on other
blocks in Egypt and the Middle East.  It is anticipated that all or
certain of the exploration costs incurred in India may be subject to depletion
commencing in the year 2008.




Page
8
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


4.
            Oil
      and Gas Interests (continued)




b)         Capitalized
overhead costs


Included
in the US$8,338,189 of exploration cost additions during the nine months ended
September 30, 2007 (year ended December 31, 2006 – US$8,163,611) are certain
overhead costs capitalized by the Company in the amount of US$2,269,317 (year
ended December 31, 2006 – US$2,791,520) directly related to the exploration
activities in India.  The capitalized overhead amount for the nine
months ended September 30, 2007 includes capitalized stock-based compensation of
US$477,764 (year ended December 31, 2006 - US$1,424,225) (see note 6b) of which
US$133,117 (year ended December 31, 2006 – US$264,280) was for the account of a
related party (see note 7c).  Further, the capitalized overhead amount
includes US$1,506,553 (year ended December 31, 2006 - US$1,000,705) which was
paid to third parties.  The balance of US$285,000 was paid to and on
behalf of a related party (year ended December 31, 2006 – US$366,590) (see note
7c).  These capitalized overhead costs related to the exploration
activities in India 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 4c).




c)
            Carried
      Interest Agreement


On
      August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the
      Company a 10% Carried Interest (“CI”) (net 5% - see note 4d) in the KG
      Offshore Block. The CIA provides that GSPC is responsible for GeoGlobal's
      entire share of any and all costs incurred during the Exploration Phase
      prior to the date of initial commercial
  production.




Under
      the terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s
      (“RGM”), a related party (see note 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 Exploration
      Block. GeoGlobal is not entitled to any share of production until GSPC has
      recovered the Company's share of the costs and expenses that were paid by
      GSPC on behalf of the Company and
RGM.




As at
July 31, 2007, GSPC has incurred costs of Rs 195.77 crore (approximately US$45.5
million) (December 31, 2006 – Rs 114.96 crore (approximately US$26.1 million))
attributable to GeoGlobal under the CIA of which 50% is for the account of
RGM.




GeoGlobal
      has been advised by GSPC, that GSPC is seeking payment of the amount by
      which the exploration costs attributable to GeoGlobal under the PSC
      relating to the KG Offshore Block exceeds the amount that GSPC deems it is
      obligated to pay on behalf of GeoGlobal (including the net 5%
      participating interest of RGM) under the terms of the CIA.  GSPC
      asserts that the Company is required to pay 10% of the exploration
      expenses over and above US$59.23 million.  GeoGlobal disputes
      this assertion of GSPC.  See note
9e.


Page
9
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007




4.
            Oil
      and Gas Interests (continued)




d)
            Participating
      Interest Agreement


On 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 ("KG Offshore Block") and the CIA leaving GeoGlobal with a
net 5% participating interest in the KG Offshore Block 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 KG Offshore Block 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.  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 KG Offshore Block.
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 KG Offshore Block and CIA as a net 5%
participating interest ("PI").





5.         Capital
Stock




a)         June
2007 Financing


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




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant ("2007 Stock Purchase Warrant") entitles the holder to purchase one
additional common share for US$7.50, for a term of two years expiring June 20,
2009.  In addition, compensation options ("2007 Compensation Options")
were issued to the placement agents entitling them to purchase an aggregate of
340,800 common shares at an exercise price of US$5.00 per share until June 20,
2009.  The 2007 Stock Purchase Warrants and the 2007 Compensation
Options are subject to accelerated expiration in the event that the price of the
Company's common shares on the American Stock Exchange is US$12.00 or more for
20 consecutive trading days, the resale of the shares included in the Units and
the shares issuable on exercise of the 2007 Stock Purchase Warrants and the 2007
Compensation Options have been registered under the US Securities Act of 1933,
as amended (the “Act”), and the hold period for Canadian subscribers has
expired.  In such events, the term will be reduced to 30 days from the
date of issuance of a news release announcing such accelerated expiration of the
term.  At November 14, 2007 since not all such events have occurred,
the accelerated expiration of the term for the 2007 Stock Purchase Warrants and
the 2007 Compensation Options has not been triggered.




Page
10
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


5         Capital
Stock (continued)




The
proceeds from the issuance of the Units have been allocated between the common
shares and the 2007 Stock Purchase Warrants based on their fair value. The fair
value of the common share was determined based on the market price of the stock
the day the financing closed.  The fair value of the 2007 Stock
Purchase Warrants was based on a Black-Scholes option-pricing model and the
following weighted average assumptions as at the date of the financing closing
as follows:




Risk-free interest rate
            4.97%Expected
      life
            2.0
      yearsContractual life
            2.0
      yearsExpected volatility
            69%Expected dividend yield
            0%




The
resulting allocation of the fair value to the common shares and the 2007 Stock
Purchase Warrants (included as additional paid-in capital) was US$24,992,000 and
US$3,408,000 respectively.




Costs of
US$2,720,728 were incurred in issuing shares in these transactions which
included a fee paid to the placement agents of US$1,704,000 along with the 2007
Compensation Options with a fair value of US$705,456 with respect to the sale of
the 5,680,000 Units.  The Company assigned a fair value to the 2007
Compensation Options based on the same Black-Scholes option-pricing model and
the same weighted average assumptions as used for the valuation of the 2007
Stock Purchase Warrants above.




The total
issuance costs of US$2,720,728 associated with the private placement financing
were allocated to the common shares and the 2007 Stock Purchase Warrants on the
same basis utilized for the allocation of the private placement financing
proceeds as follows:




Common
              Shares
            
            
            2007
      Stock
              Purchase
              Warrants
            
            
            TotalUS$
            
            
            US$
            
            
            US$Proceeds
      from private placement financing
            
            
            24,992,000
            
            
            
            3,408,000
            
            
            
            28,400,000Issuance
      costs from private placement financing
            
            
            (2,394,241
            )
            
            
            (326,487
            )
            
            
            (2,720,728
            )Balance
      September 30, 2007
            
            
            22,597,759
            
            
            
            3,081,513
            
            
            
            25,679,272




Also,
pursuant to the terms of the transaction, GeoGlobal entered into a Registration
Rights Agreement with the placement agents whereby the Company agreed to prepare
and file at its expense with the United States Securities and Exchange
Commission ("SEC") as promptly as practicable and in any event prior to 5:00 pm
eastern time on August 17, 2007 a registration statement under the US Securities
Act of 1933, as amended (the "Act"), for an offering on a continuous shelf basis
of the shares of Common Stock included in the Units and issuable on exercise of
the 2007 Purchase Warrants included in the Units and the shares of Common Stock
issuable to the placement agents on exercise of the 2007 Compensation
Options.  Such registration statement was filed on August 17,
2007.




Page
11
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


5.         Capital
Stock (continued)




b)         September
2005 Financing


During
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 proceeds of
US$27,640,600.




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant ("2005 Stock 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 Stock 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
Stock Purchase Warrants has been registered under 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.  At
November 14, 2007 since not all such events have occurred, the accelerated
expiration of the warrant term was not triggered.




Costs of
US$1,541,686 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 ("2005 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.  The 2005 Compensation Options are also subject to accelerated
expiration on the same terms and conditions as the warrants issued in the
transaction.




c)         December
2003 Financing


On
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 Stock 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 Stock 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 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 were fully
exercised before they expired on December 23, 2005 for gross proceeds of
US$870,000.




d)         Warrants
and Compensation Options


i)         2003
Stock Purchase Warrants


During
the three months ended March 31, 2006, all remaining Purchase Warrants issued in
December 2003 were exercised which resulted in the issuance of 785,500 common
shares for gross proceeds of US$1,963,750.  As at September 30, 2007,
none of such 2003 Stock Purchase Warrants remain to be exercised.




ii)         2005
Stock Purchase Warrants


As at
September 30, 2007, none of the 2005 Stock Purchase Warrants have been
exercised.  If all of the 2005 Stock Purchase Warrants were exercised,
it would result in the issuance of 2,126,200 common shares for gross proceeds of
US$19,135,800.




On
September 6, 2007, the Company extended the expiration date of all outstanding
2005 Stock Purchase Warrants which were to expire on September 9, 2007, to June
20, 2009 (see note 5f).




Page
12
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


5.         Capital
Stock (continued)




iii)
            2005
      Compensation Options


As at
September 30, 2007, none of the 195,144 2005 Compensation Options were
exercised.  If fully exercised, the 2005 Compensation Options would
result in the issuance of 195,144 Units at an exercise price of US$6.50
resulting in gross proceeds of US$1,268,436.




On
September 6, 2007, the Company extended the expiration date of all outstanding
2005 Compensation Options and associated 2005 Compensation Option Warrants which
were to expire on September 9, 2007, to June 20, 2009 (see note
5f).




iv)         2005
Compensation Option Warrants


As
      at September 30, 2007, none of the 97,572 2005 Compensation Option
      Warrants have been issued as a result of the 2005 Compensation Options not
      being exercised.  If the 2005 Compensation Options are exercised
      and the 2005 Compensation Option Warrants issued, such Warrants if
      exercised, would result in the issuance of 97,572 common shares for gross
      proceeds of US$878,148.




v)
            2007
      Stock Purchase Warrants


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




vi)         2007
Compensation Options


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




e)
            Weighted-average
      number of shares


In
calculating the net loss per share – basic and diluted, the incremental fair
value of $1,320,000 associated with the 2005 Stock Purchase Warrants
modification has been included in the determination of income attributable to
common stockholders (see note 5f).  As all other warrants and options
are anti-dilutive, they have been excluded from the net loss per share – diluted
calculation.  For purposes of the determination of net loss per share,
the basic and diluted weighted-average number of shares outstanding for the
three and nine months ended September 30, 2007 was 67,205,756 and 63,440,573
respectively (three and nine months ended September 30, 2006 – 59,147,997 and
58,841,639 respectively ).  The numbers for the three and nine months
ended September 30, 2007 and the three and nine months ended September 30, 2006,
exclude the 5,000,000 shares currently held in escrow.





Page
13
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


5.         Capital
Stock (continued)




f)
            Extended
      warrants and compensation
modification


On
September 6, 2007, GeoGlobal passed a Board of Directors resolution extending
the expiration date of its outstanding 2005 Stock Purchase Warrants, 2005
Compensation Options and 2005 Compensation Option Warrants from September 9,
2007 to June 20, 2009.




The
Company has recorded the incremental difference in the fair value of these
instruments immediately prior to and after the modification. The fair value of
the instruments was determined using a Black-Scholes option-pricing model using
the following assumptions prior to and as at the date of extension:




September
      6, 2007
            September
      9, 2007Risk-free
      interest rate
            4.28%
            4.08%Expected
      life
            4
      days
            22
      monthsContractual
      life
            4
      days
            22
      monthsExpected
      volatility
            134%
            75%Expected
      dividend yield
            0%
            0%




The
resulting incremental fair value of $1,320,000 associated with the 2005 Stock
Purchase Warrants held by shareholders was recorded as a charge to the deficit,
with a corresponding entry to additional paid-in capital.




The
resulting incremental fair value of the 2005 Compensation Options and the 2005
Compensation Option Warrants of $180,000 and $60,000, respectively, were
recorded as charge to general and administrative expense, with a corresponding
entry to additional paid-in capital.





6.         Stock
Options




a)         The
Company’s 1998 Stock Incentive Plan


Under the
terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000
common shares have been reserved for issuance on exercise of options granted
under the Plan.  As at September 30, 2007, the Company had 2,230,697
(December 31, 2006 – 3,650,697) common shares remaining for the grant of options
under the Plan.  The Board of Directors of the Company may amend or
modify the Plan at any time, subject to any required stockholder
approval.  The Plan will terminate on the earliest of: (i) 10 years
after the Plan Effective Date, being December 2008; (ii) the date on which all
shares available for issuance under the Plan have been issued as fully-vested
shares; or, (iii) the termination of all outstanding options in connection with
certain changes in control or ownership of the Company.




Page
14
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


6.         Stock
Options (continued)




b)         Stock-based
compensation


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




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







Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
              ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007
              US
      $Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6c
            
            
            Restated
              note
      6cStock
      based compensationConsolidated
      Statements
              of
      OperationsGeneral
      and administrative
            
            
            244,078
            
            
            
            361,389
            
            
            
            747,127
            
            
            
            753,758
            
            
            
            1,795,604Consulting
      fees
            
            
            (208,801
            )
            
            
            145,889
            
            
            
            (373,077
            )
            
            
            145,889
            
            
            
            3,193,09935,277
            
            
            
            507,278
            
            
            
            374,050
            
            
            
            899,647
            
            
            
            4,988,703Consolidated
      Balance SheetsOil
      and gas interestsExploration
      costs - India
            
            
            213,484
            
            
            
            364,242
            
            
            
            477,764
            
            
            
            869,068
            
            
            
            3,643,049248,761
            
            
            
            871,520
            
            
            
            851,814
            
            
            
            1,768,715
            
            
            
            8,631,752




i)
            At
      January 1, 2006, the impact of the adoption of FAS123(R) required the
      Company to recognize a charge for past stock-based compensation options
      granted of US$367,596 over the next 3 years in accordance with their
      respective vesting periods.  For the three and nine months ended
      September 30, 2007, the three and nine months ended September 30, 2006 and
      the period from inception August 21, 2002 to September 30, 2007, US$14,073
      and US$42,219, US$26,865, US$197,055 and US$253,347, respectively of this
      charge was recognized in the Consolidated Statement of Operations as
      general and administrative expense.  This resulted in an
      increase in the net loss and comprehensive loss for the respective periods
      in the same amount with no impact on the net loss per share – basic and
      diluted for the periods.  For the nine months ended September
      30, 2007 and September 30, 2006, US$nil and US$89,900 of this charge was
      recognized in the Consolidated Balance Sheets as Oil and gas interests,
      not subject to depletion.




Page
15
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


6.         Stock
Options (continued)




Prior to
the adoption of FAS 123(R), the Company used the intrinsic value method of
accounting for employee and director stock-based compensation.  As all
options have been granted at exercise prices based on the market value of the
Company's common shares at the date of grant, no compensation cost was
recognized under the intrinsic value based method of accounting.  For
the period from inception August 21, 2002 to December 31, 2005, had employee
compensation expense been determined based on the fair value at the grant date
consistent with FAS123(R) pro-forma net loss and pro-forma net loss per share
would have been as follows:




Period
      from Inception,
              Aug
      21, 2002 to
              Dec
      31, 2005
              US$Restated
              note
      6cPro-forma
      basisStock-based
      compensationOil
      and gas interests
            
            
            438,309General
      and administrative
            
            
            679,882Oil
      and gas interestsAs
      reported
            
            
            3,957,723Pro-forma
            
            
            4,396,032Net
      lossAs
      reported
            
            
            (4,866,348
            )Pro-forma
            
            
            (5,546,230
            )





c)         Restatement


The
periods ended September 30, 2007, 2006, the period from inception August 21,
2002 to September 30, 2007 and the year ended December 31, 2006 have been
restated due to an error in the classification and calculation for stock-based
compensation for non-employee consultants.




The
following is a summary of the effects of this restatement on the Company's
Consolidated Balance Sheets and Statements of Stockholders' Equity at September
30, 2007 and December 31, 2006 and the Consolidated Statements of Operations for
the three and nine months ended September 30, 2007 and 2006 and for the period
from inception of August 21, 2002 to September 30, 2007.




As
      Reported
            
            
            Adjustment
            
            
            As
      RestatedSept
      30, 2007
              US$
            
            
            Sept
      30, 2007
              US$
            
            
            Period
      of Inception to
              Dec
      31, 2006
              US$
            
            
            Sept
      30, 2007
              US$Balance
      SheetsOil
      and gas interests
            
            
            18,558,849
            
            
            
            (497,922
            )
            
            
            2,398,596
            
            
            
            20,459,523Additional
      paid-in capital
            
            
            77,373,125
            
            
            
            (1,184,080
            )
            
            
            5,823,073
            
            
            
            82,012,118Deficit
      accumulated
            
            
            (5,575,433
            )
            
            
            504,158
            
            
            
            (3,424,477
            )
            
            
            (8,495,752
            )Stockholders'
      equity
            
            
            71,673,306
            
            
            
            (497,922
            )
            
            
            2,398,596
            
            
            
            73,573,980Statement
      of
              Stockholders'
      EquityAdditional
      paid-in capital
            
            
            77,373,125
            
            
            
            (1,184,080
            )
            
            
            5,823,073
            
            
            
            82,012,118Accumulated
      deficit
            
            
            (5,575,433
            )
            
            
            504,158
            
            
            
            (3,424,477
            )
            
            
            (8,495,752
            )Stockholders'
      equity
            
            
            71,673,306
            
            
            
            (497,922
            )
            
            
            2,398,596
            
            
            
            73,573,980









Page
16
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


6.         Stock
Options (continued)




As
      Reported
            
            
            
            
            
            Adjustment
            
            
            As
      Restated3
      months ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to Sept 30, 2007
              US$
            
            
            3
      months
              ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2007
              US$
            
            
            3
      months ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2007
              US$Statements
      of OperationsGeneral
      & administrative
            
            
            791,587
            
            
            
            4,082,438
            
            
            
            28,525
            
            
            
            684,603
            
            
            
            820,112
            
            
            
            4,767,041Consulting
      fees
            
            
            337,038
            
            
            
            2,772,555
            
            
            
            (383,247
            )
            
            
            2,053,716
            
            
            
            (46,209
            )
            
            
            4,826,271Net
      loss and
              comprehensive
      loss
            
            
            (599,131
            )
            
            
            (4,437,433
            )
            
            
            354,722
            
            
            
            (2,738,319
            )
            
            
            (244,409
            )
            
            
            (7,175,752
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.03
            )
            
            
            
            
            
            
            0.01
            
            
            
            
            
            
            
            (0.02
            )9
      months ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to Sept 30, 2007
              US$
            
            
            9
      months
              ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2007
              US$
            
            
            9
      months ended
              Sept
      30, 2007
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2007
              US$Statements
      of OperationsGeneral
      & administrative
            
            
            1,571,722
            
            
            
            4,082,438
            
            
            
            199,677
            
            
            
            684,603
            
            
            
            1,771,399
            
            
            
            4,767,041Consulting
      fees
            
            
            908,304
            
            
            
            2,772,555
            
            
            
            (885,835
            )
            
            
            2,053,716
            
            
            
            22,469
            
            
            
            4,826,271Net
      loss and
              comprehensive
      loss
            
            
            (1,446,759
            )
            
            
            (4,437,433
            )
            
            
            686,158
            
            
            
            (2,738,319
            )
            
            
            (760,601
            )
            
            
            (7,175,752
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.04
            )
            
            
            
            
            
            
            0.01
            
            
            
            
            
            
            
            (0.03
            )3
      months ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to Sept 30, 2006
              US$
            
            
            3
      months
              ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2006
              US$
            
            
            3
      months ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2006
              US$Statements
      of OperationsGeneral
      & Administrative
            
            
            358,810
            
            
            
            2,159,220
            
            
            
            193,970
            
            
            
            193,970
            
            
            
            552,780
            
            
            
            2,353,190Consulting
      fees
            
            
            399,155
            
            
            
            1,241,504
            
            
            
            (106,201
            )
            
            
            2,920,163
            
            
            
            292,954
            
            
            
            4,161,667Net
      loss and
              comprehensive
      loss
            
            
            (368,527
            )
            
            
            (2,366,110
            )
            
            
            (87,769
            )
            
            
            (3,080,420
            )
            
            
            (456,296
            )
            
            
            (5,446,530
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.01
            )
            
            
            
            
            
            
            0.00
            
            
            
            
            
            
            
            (0.01
            )9
      months ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to Sept 30, 2006
              US$
            
            
            9
      months
              ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2006
              US$
            
            
            9
      months ended
              Sept
      30, 2006
              US$
            
            
            Period
      of Inception to
              Sept
      30, 2006
              US$Statements
      of OperationsGeneral
      & administrative
            
            
            1,054,504
            
            
            
            2,159,220
            
            
            
            160,257
            
            
            
            193,970
            
            
            
            1,214,761
            
            
            
            2,353,190Consulting
      fees
            
            
            568,172
            
            
            
            1,241,504
            
            
            
            (106,201
            )
            
            
            2,920,163
            
            
            
            461,971
            
            
            
            4,161,667Net
      loss and
              comprehensive
      loss
            
            
            (526,126
            )
            
            
            (2,366,110
            )
            
            
            (54,056
            )
            
            
            (3,080,420
            )
            
            
            (580,182
            )
            
            
            (5,446,530
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.01
            )
            
            
            
            
            
            
            0.00
            
            
            
            
            
            
            
            (0.01
            )




The
restatement had no impact on the Consolidated Statements of Cash Flows for the
three and nine months ended September 30, 2007 and 2006 and for the period of
inception of August 21, 2002 to September 30, 2007 and 2006, therefore, no
changes have been reflected




Page
17
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


6.         Stock
Options (continued)




d)         Black-Scholes
Assumptions


During
the nine months ended September 30, 2007 and 2006 options of 830,000 and
1,735,000, respectively, were granted to the Company's directors and employees
under the terms of the 1998 Stock Incentive Plan. The fair value of each option
granted was estimated on the date of grant using the Black-Scholes
option-pricing model.  Weighted average assumptions used in the
valuation are disclosed in the following table:




Three
              months
              ended
              Sept
      30, 2007
            Three
              months
              ended
              Sept
      30, 2006
            Nine
              months
              ended
              Sept
      30, 2007
            Nine
              months
              ended
              Sept
      30, 2006Fair
      value of stock options granted (per option)
            US$1.72
            US$1.30
            US$1.80
            US$1.39Risk-free
      interest rate
            4.9%
            4.2%
            4.9%
            4.2%Volatility
            65%
            70%
            66%
            70%Expected
      life
            1.5
      years
            1.4
      years
            1.6
      years
            1.3
      yearsDividend
      yield
            0%
            0%
            0%
            0%




During
the nine months ended September 30, 2007 and 2006, options of 625,000 and
490,000, respectively, were granted to non-employee consultants in exchange for
services under the terms of the 1998 Stock Incentive Plan.   The
Company believes that the estimated fair value of the stock options more readily
measurable that the fair value of services rendered. The fair value of each
option granted to non-employee consultants is calculated at each reporting date
using the Black-Scholes option-pricing model.  Weighted average
assumptions used in the valuation are disclosed in the following
table:




Three
              months
              ended
              Sept
      30, 2007
            Three
              months
              ended
              Sept
      30, 2006
            Nine
              months
              ended
              Sept
      30, 2007
            Nine
              months
              ended
              Sept
      30, 2006Fair
      value of stock options granted (per option)
            US$0.75
            US$2.89
            US$0.75
            US$2.89Risk-free
      interest rate
            4.5%
            4.9%
            4.5%
            4.9%Volatility
            63%
            104.6%
            63%
            104.6%Expected
      life
            1.0
      years
            1.0
      years
            1.0
      years
            1.0
      yearsDividend
      yield
            0%
            0%
            0%
            0%




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


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


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





Page
18
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


6.         Stock
Options (continued)




e)         Stock
option table


During
the nine months ended September 30, 2007, the options as set out below were
granted for services provided to the Company:


Fair
      Value
            
            
            
            
            Cancelled
      (c)Option
            at
      Original
            
            
            
            Granted
            Expired
      (x)
            
            BalanceGrant
            exercise
            Grant
            Expiry
            Vesting
            Balance
            during
            Exercised
      (e)
            Balance
            Exercisabledate
            price
            Date
            date
            date
            Dec
      31/06
            the
      period
            during
      the period
            Sept
      30/07
            Sept
      30/07mm/dd/yy
            US
      $
            US$
            mm/dd/yy
            mm/dd/yy
            #
            ii)
      #
            iv)
      #
            iii)
      #
            #12/09/03
            1.18
            0.24
            08/31/06
            Vested
            --
            --
            --
            --
            --12/30/03
            1.50
            0.32
            08/31/06
            Vested
            --
            --
            --
            --
            --01/17/05
            1.01
            0.38
            i)
      06/30/07
            Vested
            352,500
            --
            317,500
      (e)
              35,000
      (x)
            --
            --01/18/05
            1.10
            0.62
            08/31/08
            Vested
            600,000
            --
            --
            600,000
            600,00001/25/05
            1.17
            0.43
            08/31/06
            Vested
            --
            --
            --
            --
            --06/14/05
            3.49
            1.55
            06/14/15
            Vested
            150,000
            --
            --
            150,000
            150,00008/24/05
            6.50
            2.38
            08/24/08
            Vested
            110,000
            --
            --
            110,000
            110,00010/03/05
            6.81
            3.07
            10/03/15
            Vested
            16,666
            --
            -
            16,666
            16,66610/03/05
            6.81
            3.83
            10/03/15
            10/03/07
            16,667
            --
            --
            16,667
            --10/03/05
            6.81
            4.38
            10/03/15
            10/03/08
            16,667
            --
            --
            16,667
            --06/14/06
            5.09
            2.06
            06/14/16
            Vested
            200,000
            --
            --
            200,000
            20,00007/25/06
            3.95
            1.14
            12/31/09
            Vested
            100,000
            --
            --
            100,000
            100,00007/25/06
            3.95
            1.39
            12/31/09
            Vested
            660,000
            --
            --
            660,000
            660,00007/25/06
            3.95
            1.60
            12/31/09
            12/31/07
            50,000
            --
            --
            50,000
            --07/25/06
            3.95
            1.78
            12/31/09
            07/25/08
            145,000
            --
            --
            145,000
            --07/25/06
            3.95
            2.01
            12/31/09
            07/25/09
            70,000
            --
            --
            70,000
            --07/25/06
            3.95
            1.14
            07/25/16
            Vested
            500,000
            --
            --
            500,000
            500,00007/25/06
            3.95
            1.14
            07/25/16
            Vested
            500,000
            --
            --
            500,000
            500,00011/24/06
            7.52
            2.47
            11/24/09
            Vested
            10,000
            --
            --
            10,000
            10,00011/24/06
            7.52
            2.92
            11/24/09
            12/31/07
            10,000
            --
            --
            10,000
            --11/24/06
            7.52
            3.70
            11/24/09
            12/31/08
            10,000
            --
            --
            10,000
            --03/30/07
            6.11
            2.02
            03/30/10
            12/31/07
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.69
            03/30/10
            12/31/08
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.82
            03/30/10
            03/30/09
            --
            50,000
            --
            50,000
            --05/16/07
            5.09
            1.51
            05/16/10
            12/31/07
            --
            10,000
            --
            10,000
            --05/16/07
            5.09
            2.09
            05/16/10
            12/31/08
            --
            10,000
            --
            10,000
            --05/16/07
            5.09
            2.09
            05/16/10
            05/31/09
            --
            10,000
            --
            10,000
            --06/20/07
            5.06
            2.08
            06/20/17
            06/20/08
            --
            200,000
            --
            200,000
            --07/03/07
            5.03
            1.70
            12/31/10
            Vested
            --
            35,000
            --
            35,000
            35,00007/03/07
            5.03
            1.70
            12/31/10
            10/03/07
            --
            10,000
            --
            10,000
            --07/03/07
            5.03
            1.70
            12/31/10
            12/31/07
            --
            42,500
            --
            42,500
            --07/03/07
            5.03
            1.70
            12/31/10
            07/03/08
            --
            847,500
            --
            847,500
            --07/03/07
            5.03
            1.98
            12/31/10
            12/31/08
            --
            20,000
            --
            20,000
            --07/03/07
            5.03
            2.25
            12/31/10
            07/03/09
            --
            120,000
            --
            120,000
            --3,517,500
            1,455,000
            352,500
            4,620,000
            2,701,666




i)
            On
      August 30, 2006, the Board of Directors of the Company passed a resolution
      with respect to the remaining stock options issued on January 17, 2005 to
      (a) extend the expiry date of all then outstanding options from August 31,
      2006 to the earlier of June 30, 2007 or 60 days following the date of a
      “Commercial Discovery” as defined under the terms of the PSC on Block
      KG-OSN-2001/3 and (b) to extend the vesting date of certain of these
      options to the earlier of the date of a “Commercial Discovery” as defined
      under the terms of the PSC on Block KG-OSN-2001/3 or May 31, 2007, as long
      as drilling operations are continuing on the KG Offshore
      Block.  This resolution resulted in an added incremental
      stock-based compensation cost of $11,440 with respect to the seven
      employees.  At September 30, 2007, none of these options remain
      to be exercised.


ii)
            During
      the nine months ended September 30, 2007, the Company granted options to
      purchase 1,455,000 shares exercisable at various prices between $5.03 and
      $6.11 and expire on dates between March 30, 2010 and June 20, 2017, which
      vest in their entirety on vesting dates between July 25, 2007 and July 3,
      2009.


iii)
            As
      at September 30, 2007, there were 4,620,000 options outstanding at various
      prices which, if exercised, would result in gross proceeds of
      US$18,969,800.


iv)
            During
      the three and nine months ended September 30, 2007, there were nil and
      317,500 options exercised respectively, at $1.01 per share for gross
      proceeds of US$nil and US$320,675 respectively.  During the
      three and nine months ended September 30, 2007, nil and 35,000 options
      respectively, expired.




Page
19
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


7.         Related
Party Transactions




Related
party transactions are measured at the exchange amount which is the amount of
consideration established and agreed by the related parties.




a)         Note
payable


On August
29, 2003, as part of an Acquisition, 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 (see note 4d) 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 an officer
and director of the Company who is also a principal shareholder of the
Company.  On August 29, 2003, the Company entered into a Technical
Services Agreement ("TSA") with Roy Group to provide services to the Company as
assigned by the Company and to bring new oil and gas opportunities to the
Company.  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:




Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
              ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007
              US
      $Consolidated
      Statements
              of
      OperationsConsulting
      fees
            
            
            17,500
            
            
            
            17,500
            
            
            
            52,500
            
            
            
            52,500
            
            
            
            251,167Consolidated
      Balance SheetsOil
      and gas interestsExploration costs -
      India (note 4b)
            
            
            70,000
            
            
            
            70,000
            
            
            
            210,000
            
            
            
            210,000
            
            
            
            1,004,66687,500
            
            
            
            87,500
            
            
            
            262,500
            
            
            
            262,500
            
            
            
            1,255,833




During
the three and nine months ended September 30, 2007, the Company recognized
compensation cost for stock-based compensation arrangements with the principal
of Roy Group as outlined and recorded below:




Consolidated
      Statement
              of
      OperationsConsulting
      fees
            
            
            4,754
            
            
            
            --
            
            
            
            33,279
            
            
            
            --
            
            
            
            114,100Consolidated
      Balance SheetsOil
      and gas interestsExploration costs -
      India (note 4b)
            
            
            19,017
            
            
            
            --
            
            
            
            133,117
            
            
            
            --
            
            
            
            456,40023,771
            
            
            
            --
            
            
            
            166,396
            
            
            
            --
            
            
            
            570,500









Page
20
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


7.         Related
Party Transactions (continued)






Roy Group
was also reimbursed during the three and nine months ended September 30, 2007 on
a cost recovery basis, for travel, hotel, meals and entertainment expenses as
outlined and recorded below:




Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
              ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $Consolidated
      Statements
              of
      OperationsGeneral
      and administrative
            
            
            --
            
            
            
            43,751
            
            
            
            --
            
            
            
            118,923
            
            
            
            153,539Consolidated
      Balance SheetsAccounts
      receivable
            
            
            --
            
            
            
            227
            
            
            
            --
            
            
            
            454
            
            
            
            21,597Oil
      and gas interestsExploration costs -
      India (note 4b)
            
            
            --
            
            
            
            62,217
            
            
            
            75,000
            
            
            
            118,310
            
            
            
            459,387Property
      and equipment
            
            
            --
            
            
            
            69
            
            
            
            --
            
            
            
            1,399
            
            
            
            37,595--
            
            
            
            106,264
            
            
            
            75,000
            
            
            
            239,086
            
            
            
            672,118




At
September 30, 2007 the Company owed Roy Group (Barbados) Inc. US$23,181
(December 31, 2006 - US$29,976) for services provided pursuant to the TSA and
expenses incurred on behalf of the Company.  These amounts bear no
interest and have no set terms of repayment.




d)         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 charged consulting fees up to December
31, 2006 for management, financial and accounting services rendered, as outlined
and recorded below:




Consolidated
      Statements
              of
      OperationsConsulting
      fees
            
            
            --
            
            
            
            46,250
            
            
            
            --
            
            
            
            138,750
            
            
            
            516,715




During
the three and nine months ended September 30, 2007, the Company recognized
compensation cost for stock-based compensation arrangements with the principal
of the related party as outlined and recorded below:




Consolidated
      Statement
              of
      OperationsConsulting
      fees
            
            
            --
            
            
            
            161,642
            
            
            
            --
            
            
            
            161,642
            
            
            
            404,104









Page
21
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


7.         Related
Party Transactions(continued)






DI was
reimbursed during the three and nine months ended September 30, 2007 on a cost
recovery basis, for office costs, travel, hotel, meals and entertainment
expenses incurred during the periods as outlined and recorded
below:




Three
              months
              ended
              Sept
      30, 2007
            
            
            Three
              months
              ended
              Sept
      30, 2006
            
            
            Nine
              months
              ended
              Sept
      30, 2007
            
            
            Nine
              months
              ended
              Sept
      30, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2007US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $
            
            
            US
      $Consolidated
      Statements
              of
      OperationsGeneral
      and administrativeOffice
      costs
            
            
            1,658
            
            
            
            469
            
            
            
            2,881
            
            
            
            19,973
            
            
            
            181,951Travel,
      hotel, meals and
              entertainment
            
            
            73,692
            
            
            
            181
            
            
            
            73,692
            
            
            
            1,188
            
            
            
            122,378Consolidated
      Balance SheetsAccounts
      receivable
            
            
            1,364
            
            
            
            3,012
            
            
            
            1,436
            
            
            
            10,451
            
            
            
            28,826Property
      and equipment
            
            
            4,909
            
            
            
            4,107
            
            
            
            4,909
            
            
            
            4,107
            
            
            
            9,01681,623
            
            
            
            7,769
            
            
            
            82,918
            
            
            
            35,719
            
            
            
            342,171




At
September 30, 2007, the Company owed DI US$18,565 (December 31, 2006 –US$nil) as
a result of expenses incurred on behalf of the Company.  These amounts
bear no interest and have no set terms of repayment.






Subsequent
to December 31, 2006, the services of the officer and director are provided to
GeoGlobal pursuant to an oral arrangement for an annual consulting fee of
US$185,000.




e)         Amicus
Services Inc. (“Amicus”)


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




Consolidated
      Statements
              of
      OperationsConsulting
      fees
            
            
            13,045
            
            
            
            12,890
            
            
            
            39,334
            
            
            
            42,774
            
            
            
            176,453




Amicus
was also reimbursed on a cost recovery basis, for office costs, including
parking, office supplies and telephone as well as travel and hotel expenses
incurred during the periods as outlined and recorded below:




Consolidated
      Statements
              of
      OperationsGeneral
      and administrative
            
            
            --
            
            
            
            --
            
            
            
            2,841
            
            
            
            789
            
            
            
            7,309Consolidated
      Balance SheetsAccounts
      receivable
            
            
            783
            
            
            
            503
            
            
            
            2,437
            
            
            
            2,646
            
            
            
            12,711Property
      and equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            1,599783
            
            
            
            503
            
            
            
            5,278
            
            
            
            3,435
            
            
            
            21,619




At
September 30, 2007, the Company owed Amicus Services Inc. US$10,999 (December
31, 2006 – US$3,629) 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
22
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


8.         Segmented
Information




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




September
      30, 2007
              US$
            
            
            December
      31, 2006
              US$Oil
      and gas interestsIndia
            
            
            17,934,682
            
            
            
            12,038,867Egypt
      and Middle East
            
            
            2,524,841
            
            
            
            82,46720,459,523
            
            
            
            12,121,334





9.         Commitments,
Contingencies and Guarantees




a)         Restricted
cash


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




The
      term deposits securing these bank guarantees are as
    follows:




September
      30, 2007
            
            
            December
      31, 2006US
      $
            
            
            US
      $Exploration
      Blocks - IndiaMehsana
            
            
            155,000
            
            
            
            711,445Sanand/Miroli
            
            
            910,000
            
            
            
            905,000Ankleshwar
            
            
            950,000
            
            
            
            600,000Tarapur
            
            
            940,000
            
            
            
            1,200,000DS
      03
            
            
            175,000
            
            
            
            110,000DS
      04
            
            
            175,000
            
            
            
            --3,305,000
            
            
            
            3,526,445




ii)
            The
      Company has provided to its bankers as security for credit cards issued to
      employees for business purposes two term deposits, one in the amount of
      US$30,000 (December 31, 2006 – US$30,000) and the other in the amount of
      US$40,148 (Cdn$40,000) (December 31, 2006 – US$34,324 (Cdn
      $40,000)).




Page
23
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


9.         Commitments,
Contingencies and Guarantees (continued)






iii)
            The
      Company has entered intoa Joint Bidding
      Agreement with GSPC, and Alkor Petroo Limited relating to exploration
      activities in Egypt. Under the terms of  the Joint Bidding
      Agreement, the bidders were required to submit a bank guarantee equal to
      2% of the financial commitment under the minimum work program of the First
      Exploration Phase which has a term of 4 years.  During the third
      quarter, the Company provided to GSPC two bank guarantees totaling
      US$1,170,000 secured by term deposits of the Company in the same amount,
      based on their 30% participating interest (see note
  9c).




September
      30, 2007
            
            
            December
      31, 2006US
      $
            
            
            US
      $Exploration
      Blocks – EgyptBlock
      6 N. Hap’y
            
            
            900,000
            
            
            
            --Block
      8 South Diyur
            
            
            270,000
            
            
            
            --1,170,000
            
            
            
            --




b)
            Production
      Sharing Contracts





The
      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 PSCs 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
03 Block - Gravity and geochemical surveys and a 12,000 line kilometer aero
magnetic survey.




v)
            DS
      04 Block - Gravity and magnetic and geochemical surveys; acquire, process
      and interpret 325 LKM of 2-D seismic; and drill 10 core holes to a depth
      of approximately 500 meters.




vi
            Tarapur
      Block - The third and final
      phase of exploratory activities on the Tarapur Block had a term of 2 years
      expiring November 22, 2007 with a work commitment to drill one well to a
      depth of 3,000 meters or to the Deccan trap.  This requirement
      has been completed and all areas not encompassing a commercial discovery
      after November 22, 2007 will be relinquished back to the
      GOI.  Oil and Natural Gas Corporation Limited of India has the
      right to participate into the development of any commercial discovery on
      the Tarapur Block by acquiring a 30% participating interest as provided
      under the PSC.  The exercise of this right would result in the
      reduction of our PI to 14%.




vii)         NELP-VI
Blocks


On March
2, 2007, the Company along with its joint venture partners executed PSCs with
the GOI covering four new exploration blocks awarded under the sixth round of
the New Exploration Licensing Policy (NELP-VI).




Page
24
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


9.         Commitments,
Contingencies and Guarantees (continued)




The
Company is also required to fund its participating interest for Phase I
exploration and development costs incurred in fulfilling the minimum work
commitments under these PSCs as outlined below.  The Company's share
of these costs is estimated to total approximately US$28.3 million for all four
blocks over the four years of Phase I.  The Production Exploration
Licences ("PELs") have not yet been issued on three of these four new blocks,
therefore, the Phase I work commitment has only commenced on one block, being
the DS 04 Block.




1)
            KG
      Onshore Block - Reprocess 564 LKM of 2-D seismic; conduct a gravity and
      magnetic and geochemical survey; acquire, process and interpret 548 sq kms
      of 3-D seismic; and drill 12 exploratory wells between 2,000 and 5,000
      meters.


2)
            RJ
      Block 20 - Reprocess 463 LKM of 2-D seismic; conduct a gravity and
      magnetic and geochemical survey; acquire, process and interpret 250 LKM of
      2-D seismic and 700 sq kms of 3-D seismic; and drill a total of 12
      exploratory wells between 2,000 and 2,500
  meters.


3)
            RJ
      Block 21 - Reprocess 463 LKM of 2-D seismic; conduct a gravity and
      magnetic and geochemical survey; acquire, process and interpret 310 LKM of
      2-D seismic and 611 sq kms of 3-D seismic; and drill a total of 8
      exploratory wells between 2,000 and 2,500
  meters.


4)
            DS
      04 Block - Conduct a gravity and magnetic and geochemical survey, a
      seismic acquisition program consisting of 325 LKM of 2-D seismic and drill
      10 core holes to a depth of approximately 500
  meters.




Under the
terms of all the PSCs, the Company is also required to keep in force a financial
and performance guarantee, whereby the Company unconditionally and irrevocably
guarantees to the GOI to fulfill or cause to be fulfilled all of its obligations
under the PSCs.




c)         Egyptian
Blocks




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




These
blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and
onshore exploration Block 8 (also referred to as South Diyur) in the Arab
Republic of Egypt.  These blocks have been awarded to the consortium
subject to certain terms and conditions which have not yet been
met.  As such, no definitive agreements have been entered into with
the Arab Republic of Egypt.




d)         KG
Offshore Block




Our PSCs
relating to the exploration blocks in India provide that by the end of the first
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells.  The first phase of the exploration period
relating to the PSC for the KG Offshore Block expired without the required
minimum of at least fourteen exploration wells being drilled during the first
phase.  GSPC is the operator on the KG Offshore Block.





On July
4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the
Ministry of Petroleum & Natural Gas, advised GSPC and GeoGlobal that,
because of the worldwide supply and availability shortage of offshore drilling
rigs, on June 27, 2007 the Government of India had issued new policy guidelines
for the merger of exploration phases of PSCs granted under NELP III and NELP IV
and for the substitution of additional meterage drilled in deeper wells against
the total meterage commitment as part of the minimum work program in the
PSCs.




Page
25
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


9.         Commitments,
Contingencies and Guarantees (continued)




On July
12, 2007, GSPC, on behalf of the contracting parties for the KG Offshore Block,
notified the DGH that it was exercising the option granted under the new
policies to request a merger of Phases I and II of the KG Offshore Block work
program called the New Phase I with the effect of establishing a new work
program phase expiring March 11, 2008 and to merge the minimum work program
(“MWP”) of Phase II and Phase III into a new phase to be called New Phase
II.  In addition, GSPC exercised the option to substitute a total
meterage drilled commitment in the new work program phase that would be
irrespective of the number of wells drilled.  Under these new
policies, any contractors who exercise this option would be required to
relinquish 50% of the contract area at the end of the New Phase I.




On July
13, 2007, the Operating Committee under the KG Offshore Block PSC had approved
GSPC’s recommendation of exercising the option under the policy
guidelines  The minimum work program for the New Phase I would be to
drill 33,102 meters.  GSPC informed DGH in a Management Committee
Meeting held on September 24, 2007 that as at September 17, 2007 a total of
33,224 meters have been drilled, and as such, the minimum work program for the
New Phase I has been completed.  At the end of the New Phase I on
March 11, 2008, the contracting parties will be required to relinquish 50% of
the Contract Area of the KG Offshore Block that is not a Discovery or
Development Area as defined in the PSC.  The New Phase II would have a
term of 1.5 years expiring September 11, 2009 and the drilling of a further
12,250 meters would be required in order to meet the minimum work
program.  Approval of the merger of the Phase I and II into a New
Phase I and the merger of the minimum work program of existing Phase II and
Phase III as New Phase II from the GOI is currently outstanding.




Unless
approval is granted by the GOI to merge Phases I and II of the work program
under the new policy guidelines, we may be liable for the consequences of
non-fulfillment of the minimum work commitment in a given time frame under the
PSC.  The PSC has provisions for termination of the PSC on account of
various reasons specified therein including material breach of the
contract.  Termination rights can be exercised after giving ninety
days written notice.  This failure to timely complete the minimum work
commitment, though we have been advised by GSPC there is no precedence,may be deemed by the
GOI to be a failure to comply with the provisions of the contract in a material
particular.




The
termination of the PSCby the GOI would result
in our loss of our interest in the KG Offshore Block other than areas determined
to encompass "commercial discoveries".  The PSC sets forth procedures
whereby the operator can obtain the review of the management committee under the
PSC as to whether a discovery on the exploration block should be declared a
commercial discovery under the PSC.  Those procedures have not been
completed at present with respect to the discovery on the KG Offshore Block and,
accordingly, as of November 14, 2007, no areas on the KG Offshore Block have
been determined formally to encompass "commercial discoveries"as that term is defined
under the PSC.




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




Certain
exploration costs related to the KG Offshore Block are incurred solely by and on
behalf of the Company in providing its services under the CIA and are therefore
not reimbursable under the CIA.  As such, these costs have been
capitalized in the Company's accounts under Oil and gas interests and at
September 30, 2007, amount to US$5,771,332 (December 31, 2006 -
US$3,111,676).




Page
26
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


9.         Commitments,
Contingencies and Guarantees (continued)




e)         Carried
Interest Agreement Dispute




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 CIA.  GSPC asserts that the Company is
required to pay 10% of the exploration expenses over and above US$59.23
million.  Based upon the most recent the letter dated September 6,
2007 received from GSPC, GSPC asserts that this amount payable is Rs. 195.77
crore (or approximately US$45.5 million) as of July 31, 2007.




The
Company has advised GSPC that, under the terms of the CIA, the PSC, and the
Joint Operating Agreement dated August 7, 2003 (the “JOA”), GSPC has no right to
seek the payment and that it believes the payment GSPC is seeking is in breach
of the CIA.  The Company further reminded GSPC, that the Company under
the terms of the CIA, shall be carried by GSPC for 100% of all of its share of
any costs during the exploration phase prior to the start of commercial
production.  The Company obtained the opinion of external Indian legal
counsel which supports management's position with respect to the
dispute.




The
Company intends to vigorously protect its contractual rights in accordance with
the dispute resolution process under the CIA, the PSC and the JOA as may be
appropriate.




Should
GSPC be successful in asserting some or its entire claim, the resulting
expenditures would be recorded in the Company's Balance Sheet as an increase to
oil and gas interests.




f)
            Corporate
      Head Office


Our
corporate head office is located at Suite #310, 605 – 1 Street SW, Calgary,
Alberta, T2P 3S9 Canada. These premises are leased for a term of two years
ending April 30, 2009 at an annual rental of approximately US$80,000 for base
rent and operating costs.  These premises include approximately 3,088
square feet which we consider adequate for our present activities.




10.         Comparative
figures





a)
            As
      the Company is in its development stage, these figures represent the
      accumulated amounts of the continuing entity for the period from inception
      August 21, 2002 to September 30,
2007.




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





Page
27
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2007


11.
            Recent
      Accounting Standards





a)         Fair
Value Measurements


In
September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS
157”), which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. FAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years, and is
applicable beginning in the first quarter of 2008. The Company is currently
evaluating the impact that FAS 157 will have on its consolidated financial
statements.




b)         The
Fair Value Option for Financial Assets and Financial Liabilities


In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years, and is applicable beginning in the first quarter of 2008. The Company is
currently evaluating the impact that FAS 159 will have on its consolidated
financial statements.







Page
28


Item
2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Our
Business Activities


We are
engaged, through subsidiaries and joint ventures in which we are a participant,
in the exploration for and development of oil and gas reserves.  We
initiated these activities in 2003.  Through September 30, 2007, our
activities have been undertaken in locations where we and our joint venture
participants have been granted exploration rights pursuant to Production Sharing
Contract's ("PSCs") entered into with the Government of India
("GOI").




At
November 14, 2007, we have not reported any proved reserves of oil or natural
gas.  We have entered into ten PSCs as set out below.  Each
PSC relates to a separate drilling block onshore or offshore India and each
provides for multi-year and multi-phase exploration and drilling
activities.  Exploration and development activities pursuant to the
terms of these agreements are expected to continue throughout 2007 and
2008.





The PSCs
we have entered into with respect to ten exploration blocks are as
follows:


·
            The
      first of our agreements, entered into in February 2003 under NELP-III,
      grants exploration rights in an area offshore eastern India in the Krishna
      Godavari Basin in the State of Andhra Pradesh.  We refer to this
      KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a
      net 5% carried interest (“CI”) under this
  agreement.




·
            We
      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 in February 2004
      under NELP-IV and we have a 10% participating interest (“PI”) under each
      of these agreements.  We refer to the CB-ONN-2002/2 exploration
      block as the “Mehsana Block” and the CB-ONN-2002/3 exploration block as
      the “Sanand/Miroli Block.”




·
            Pursuant
      to an agreement entered into in April 2005, we purchased from Gujarat
      State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement
      granting exploration rights granted under NELP-III to an onshore
      exploration block in the Cambay Basin in the State of Gujarat in western
      India.  We refer to this CB-ON/2 exploration block as the
      “Tarapur Block”.




·
            In
      September 2005, we entered into agreements with respect to two areas under
      NELP-V.  One area is located onshore in the Cambay Basin located
      in the State of Gujarat south-east of our three existing Cambay blocks, in
      which we hold a 10% PI.  We refer to this CB-ONN-2003/2
      exploration block as the “Ankleshwar Block”.  The second area is
      located onshore in the Deccan Syneclise Basin located in the northern
      portion of the State of Maharashtra in west-central India for which we
      hold a 100% PI interest and are the operator.  We refer to this
      DS-ONN-2003/1 exploration block as the “DS 03
  Block”.




·
            In
      March 2007, we signed agreements with respect to four additional locations
      awarded under NELP-VI.  One location is onshore in the Krishna
      Godavari Basin in the State of Andhra Pradesh adjacent to our KG Offshore
      Block in eastern India in which we hold a 10% PI.  We currently
      refer to this KG-ONN-2004/1 exploration block as the “KG Onshore
      Block”.  The second and third locations include two agreements
      onshore in north-west India in the Rajasthan Basin in the State of
      Rajasthan and we hold a 25% PI in each of these agreements.  We
      currently refer to the RJ-ONN-2004/2 exploration block as the “RJ Block
      20” and the RJ-ONN-2004/3 exploration block as the “RJ Block
      21”.  The fourth location is onshore in the Deccan Syneclise
      Basin in the State of Maharashtra adjacent to our DS 03 Block in
      west-central India in which we hold a 100% PI and are the
      operator.  We currently refer to this DS-ONN-2004/1 exploration
      block as the "DS 04 Block."




All of
our exploration activities should be considered highly speculative.




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by, the more detailed information including our Consolidated Financial
Statements and the related Notes appearing elsewhere in this Quarterly Report.
This Quarterly Report contains forward-looking statements that involve risks and
uncertainties.  Our actual results may differ materially from the
results and business plans discussed in the forward-looking statements. Factors
that may cause or contribute to such differences include those discussed in
"Risk Factors," as well as those discussed elsewhere in this Quarterly
Report.  For further information, refer to the consolidated financial
statements and footnotes and management's discussion and analysis thereto
included in the Company's annual report on Form 10-KSB and as amended by Form
10-KSB/A for the year ended December 31, 2006.


Page
29


Restatement


The three
and nine months ended September 30, 2007, 2006, the period from inception August
21, 2002 to September 30, 2007, and the year ended December 31, 2006 have been
restated due to an error in the classification and calculation for stock-based
compensation for non-employee consultants.





A
COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2007 TO SEPTEMBER 30, 2006





Statements
of Operations


Three
months ended September 30, 2007 and 2006


During
the three months ended September 30, 2007, we had expenses of $936,268 compared
with expenses of $919,748 during the three months ended September 30,
2006.  This increase is primarily the result of our continuing
increase in the scale of our participation in oil and gas exploration activities
as further outlined in the following.




Our
general and administrative expenses increased to $820,112 for the three months
ended September 30, 2007 from $552,780 for the three months ended September 30,
2006.  This increase is comprised of compensation costs of $240,000
related to the extension of the expiry date of the 2005 Compensation Options and
the related 2005 Compensation Option Warrants from September 9, 2007 to June 20,
2009.  Also included in our general and administrative expenses are
our compensation costs for stock-based compensation arrangements with employees
and directors which are being expensed over their respective vesting
periods.  These stock-based compensation costs decreased to $244,078
for the three months ended September 30, 2007 versus $361,389 for the same
period in 2006.  The remainder of the increase in these general and
administrative expenses is a result of an increase in our scale of participation
in oil and gas activities.  These general and administrative expenses
include costs related to the corporate head office including administrative
salaries and services, rent and office costs, insurance and directors' fees as
well our shareholder relations costs which include the American Stock Exchange
listing and filing fees and transfer agent fees and services.




Our
consulting fees decreased during the three months ended September 30, 2007
showing a recovery of $46,209 versus an expense of $292,954 for the three month
period ended September 30, 2006.  This decrease is mainly attributable
to compensation costs for stock-based compensation with consultants for the
three months ended September 30, 2007 being a recovery of $208,801 versus an
expense of $145,889 in the same period of 2006.  These consulting fees
reflect $17,500 (2006 - $17,500) paid under our Technical Services Agreement
with a corporation wholly-owned by Mr. Roy and other fees and expenses we
incurred in employing various technical and corporate consultants who advised us
on a variety of matters.




Professional
fees increased to $147,424 during the three months ended September 30, 2007 from
$61,039 during the three months ended September 30,
2006.  Professional fees include those paid to our auditors for
pre-approved audit, accounting and tax services and fees paid to our legal
advisors primarily for services provided with regard to filing various periodic
reports and other documents and reviewing our various oil and gas and other
agreements.  Legal fees increased from approximately $29,000 in the
three months ended September 30, 2006 to about $93,000 in the comparable period
of 2007.  In addition, we experienced an increase in the fees paid to
our auditors for additional work incurred in providing our audit and accounting
services from about $30,000 during the three month period ending September 30,
2006 to approximately $55,000 in the same three month period in
2007.




Our other
expenses and income during the three months ended September 30, 2007 resulted in
income of $691,859 versus $463,452 for the same period in
2006.  Interest income increased substantially, being $694,292 for the
three months ended September 30, 2007 as compared to $461,123 for the three
months ended September 30, 2006.  This improvement is directly related
to the increase in US prime interest rate as compared to 2006 as well an
increase in interest earned on our invested cash balances resulting from our
recent share issue in June, 2007.  Included in other expenses and
income is a foreign exchange loss of $2,433 as compared to a gain for the same
period in 2006 of $2,329.




Page
30


Reflecting
the increase in expenses for our general and administrative expenses and
professional fees due to the increase in our overall oil and gas exploration
activities, as offset by the increase in interest income and recovery of
consulting fees due to a recovery in stock-based compensation costs, our net
loss amounted to $244,409 for the three months ended September 30, 2007 as
compared to a net loss of $456,296 for the same period in 2006.




Nine
months ended September 30, 2007 and 2006


During
the nine months ended September 30, 2007, we had expenses of $2,322,071 compared
with expenses of $1,872,673 during the nine months ended September 30,
2006.  This increase is primarily the result of our continuing
increase in the scale of our participation in oil and gas exploration activities
as further outlined in the following.




Our
general and administrative expenses increased to $1,771,399 from
$1,214,761.  These general and administrative expenses increased as a
result of our increased additional oil and gas exploration, and, include costs
related to the corporate head office including administrative salaries and
services, rent and office costs, insurance and directors' fees as well our
shareholder relations costs which include the American Stock Exchange listing
and filing fees and transfer agent fees and services.  The increase is
chiefly the result of an increase in our compensation cost for stock-based
compensation arrangements with employees and directors which are being expensed
over their respective vesting periods.  These stock-based compensation
costs increased to $747,127 for the nine months ended September 30, 2007 as
compared to $540,717 for the same period in 2006.  The balance of the
increase is for compensation costs of $240,000 related to the extension of the
expiry date of the 2005 Compensation Options and the related 2005 Compensation
Option Warrants from September 9, 2007 to June 20, 2009.




Our
consulting fees decreased to $22,469 during the nine months ended September 30,
2007 from $461,971 for the same nine month period ended September 30,
2006.  This decrease is mainly attributable to compensation costs for
stock-based compensation arrangements with consultants for the nine month period
ending September 30, 2007 being a recovery of $373,077 versus an expense of
$145,889 for the same period of 2006.  These consulting fees reflect
$52,500 (2006 - $52,500) paid under our Technical Services Agreement with a
corporation wholly-owned by Mr. Roy and other fees and expenses we incurred in
employing various technical and corporate consultants who advised us on a
variety of matters.




Professional
fees increased to $488,918 during the nine months ended September 30, 2007 from
$161,967 during the nine months ended September 30,
2006.  Professional fees include those paid to our auditors for
pre-approved audit, accounting and tax services and fees paid to our legal
advisors primarily for services provided with regard to filing various periodic
reports and other documents and reviewing our various oil and gas and other
agreements. Legal fees increased from approximately $109,000 in the nine months
ended September 30, 2006 to about $237,000 in the comparable period of
2007.  In addition, we experienced an increase in the fees paid to our
auditors for additional work incurred in providing our audit and accounting
services from about $53,000 during the nine month period ending September 30,
2006 to approximately $251,000 in the same three month period in
2007.




Our other
expenses and income during the nine months ended September 30, 2007 resulted in
a income of $1,561,470 versus income of $1,292,491 for the same period in
2006.  Interest income increased substantially, being $1,551,184 for
the nine months ended September 30, 2007 as compared to $1,288,741 for the nine
months ended September 30, 2006.  This improvement is directly related
to the increase in US prime interest rate as compared to 2006, as well an
increase in interest earned on our invested cash balances resulting from our
recent share issue in June, 2007.  Included in other expenses and
income is a foreign exchange gain of $10,286 as compared to a gain for the same
period in 2006 of $3,750.




Reflecting
the increase in expenses for our general and administrative and professional
fees due to the increase in our overall oil and gas exploration activities net
of an increase in our interest income on term deposits and a reduction in our
consulting fees, our net loss increased to $760,601 as compared to a net loss of
$580,182 for the same period in 2006.




Page
31


Liquidity
and Capital Resources


At
September 30, 2007, our cash and cash equivalents were
$49,255,804.  Of these funds, $48,190,655 were being held in term
deposits earning interest based on the US prime rate.




Three
months ended September 30, 2007 and 2006


During
the three months ended September 30, 2007, our overall position in cash and cash
equivalents decreased by $6,099,782, as compared to a net decrease in the
comparable period of 2006 of $1,848,279. These cash movements can be attributed
to the following activities:




Our net
cash used in operating activities during the three months ended September 30,
2007 was $161,010 as compared to cash provided by operating activities of
$10,317 for the three months ended September 30, 2006.  This increase
is mostly as a result of an increase in expenses which include our consulting
and professional fees which is consistent with our increased costs related to
our increased oil and gas exploration activities.




Cash used
by investing activities during the three months ended September 30, 2007 was
$5,762,706 as compared to $3,793,118 during the three months ended September 30,
2006.  This increase is a result of additional expenditures for oil
and gas activity of $5,479,467 for the three months ended September 30, 2007 as
compared to $1,168,813 for the three months ended September 30,
2006.  This increase is consistent with our increased drilling costs
in the Cambay area as well as exploration costs incurred in bidding and
evaluating new exploration blocks in the Arab Republic of Egypt.  In
addition, the Company made a substantial investment in fixed assets, mainly for
an office condominium in Gandhinagar, India plus improvements which were
completed during the third quarter at a total cost of $773,629.




Offsetting
the increased investing activity in the three months ended September 30, 2007
was a reduction in the requirement to supply bank guarantees, such that in the
three months ended September 30, 2007 outlays were reduced to $1,347,532 versus
outlays for such instruments of $1,879,984 for the three months ended September
30, 2006.  These bank guarantees have been provided and serve as
guarantees for the performance of our minimum work program, and are in the form
of irrevocable letters of credit which are secured by term deposits of the
Company in the same amount.  These investing outlays were also offset
by a combined increase in accounts payable and accrued liabilities of $1,319,001
in the three months ended September 30, 2007 as compared to a net decrease in
accounts payable and accrued liabilities of $768,159 in the same three month
period of 2006.




Cash used
in financing activities for the three months ended September 30, 2007 was
$176,066, representing additional expenses relating to our financing in the
second quarter of 2007. This compares to funds provided by financing activities
of $1,934,552 during the three months ended September 30,
2006.  During the three months ended September 30, 2007, cash of $nil
was provided from issuance of shares of common stock on exercise of options
compared to the three months ended September 30, 2006, during which cash of
$1,949,979 was provided from the issuance of 1,853,500 shares of common stock on
the exercise of options, net of share issuance costs of $15,457.




Nine
months ended September 30, 2007 and 2006


The
increase in our cash and cash equivalents of $49,255,804 from $32,362,978 at
December 31, 2006 is primarily the result of funds provided by financing
activities net of funds used in operating and investing activities as
follows:




Our net
cash used in operating activities during the nine months ended September 30,
2007 was $340,153 as compared to $21,901 for the nine months ended September 30,
2006.  This increase is mostly as a result of an increase in expenses
which include our general and administrative expenses, as well as our consulting
and professional fees which is consistent with our increased costs related to
our increased oil and gas exploration activities.




Page
32


Cash used
by investing activities during the nine months ended September 30, 2007 was
$9,476,874 as compared to $7,400,506 during the nine months ended September 30,
2006.  This increase is a result of additional expenditures for oil
and gas activity of $7,860,425 for the nine months ended September 30, 2007 as
compared to $5,149,439 for the same period in 2006.  This increase is
consistent with our increased drilling costs in the Cambay area, exploration
costs incurred in bidding and evaluating new exploration blocks in the Arab
Republic of Egypt, as well as an investment in fixed assets of $745,539 during
the nine months ended September 30, 2007, including mainly an office condominium
in Gandhinagar, India and related improvements, and computer and office
equipment of $46,253.




Offsetting
the increased investing activity in the first nine months ended September 30,
2007 was a reduction in the requirement to supply bank guarantees, such that in
the first nine months of 2007 outlays were reduced to $954,379 versus outlays
for such instruments of $3,089,820 in the first nine months of
2006.  These bank guarantees have been provided and serve as
guarantees for the performance of our minimum work program, and are in the form
of irrevocable letters of credit which are secured by term deposits of the
Company in the same amount.  These investing outlays were also offset
by a combined increase in accounts payable and accrued liabilities of $129,722
in the period to September 30, 2007 and $936,783 in the comparable period of
2006.




Cash
provided by financing activities for the nine months ended September 30, 2007
was $26,709,853 as compared to $4,583,070 during the nine months ended September
30, 2006.  During the nine months ended September 30, 2007, we
completed the sale of 5,680,000 Units of our securities at $5.00 per Unit for
aggregate cash gross proceeds of $28,400,000 less share issuance costs of
$2,015,272, and $4,450 of accounts payable relating to financing
activities.  Further, during the nine months ended September 30, 2007,
cash of $320,675 was provided from the issuance of 317,500 shares of common
stock on the exercise of options, as compared to cash of $2,704,128 which was
provided in the comparable period of 2006 from the issuance of 2,279,000 shares
of common stock on the exercise of options and $1,963,750 on the exercise of all
785,500 of the remaining 2003 purchase warrants.




We have
been advised by GSPC, that GSPC is seeking payment of the amount by which the
exploration costs attributable to us under the PSC relating to the KG Offshore
Block exceeds the amount that GSPC deems it is obligated to pay on behalf of us
(including the net 5% participating interest of RGM) under the terms of the
CIA.  GSPC asserts that the Company is required to pay 10% of the
exploration expenses over and above US$59.23 million.  Based upon the
most recent letter dated September 6, 2007 received from GSPC, GSPC asserts that
the amount payable by us is Rs. 195.77 crore (or approximately US$45.5 million)
as of July 31, 2007.   GeoGlobal disputes this assertion of
GSPC.  See Risk Factors – Risks Relating to Our Oil and Gas Activities
- GSPC Is Seeking a Payment From Us In the Amount Of Approximately $45.5 Million
On Account of GSPC’s Exploration Costs On the KG Offshore Block and Note 9e to
Notes to Consolidated Financial Statements.




Our
Krishna Godavari Basin Agreements and Exploration Activities


The KG Offshore Block and
Our Carried Interest Agreement


At July
31, 2007, GSPC, the operator of the KG Offshore Block, has expended on
exploration activities approximately $45.5 million attributable to us under the
PSC and the Carried Interest Agreement (“CIA”) as compared to $26.1 million at
December 31, 2006.  Of this amount, 50% is for the account of Roy
Group (Mauritius) Inc. (“RGM”) under the terms of our Participating Interest
Agreement with RGM, which leaves us with a net 5% interest.  Under the
terms of the CIA, GeoGlobal and RGM are carried by GSPC for 100% of all our
share of any costs during the exploration phase on the KG Offshore Block prior
to the start date of initial commercial production.




Under the
terms of the PSC, GSPC is committed to expend further funds for the exploration
of and drilling on the KG Offshore Block.  The management committee
under the exploration contract relating to the KG Offshore Block has estimated
that the total gross budget for the KG Offshore Block for the period April 1,
2007 to March 31, 2008 is $503.6 million.  The estimated annual budget
for costs to be incurred by GSPC for the twelve month period April 1, 2007 to
March 31, 2008 attributable to the 10% carried interest attributable to us and
RGM under the CIA is approximately $50.4 million.  We are unable to
estimate the amount of additional expenditures GSPC will make attributable to us
prior to the start date of initial commercial production under the CIA or when,
if ever, any commercial production will commence.  As provided in the
CIA, we will be required to bear the expenditures attributable to us after the
start date of initial commercial production on the KG Offshore
Block.




Page
33


We will
not realize cash flow from the KG offshore venture until such time as the
expenditures attributed to us, including those expenditures made for the account
of RGM under the CIA, have been recovered by GSPC from future production
revenue.  Under the terms of the CIA, all of our proportionate share
of capital costs for exploration and development activities must be repaid to
GSPC without interest over the projected production life or ten years, whichever
is less.





Matters Relating to Our KG
Offshore Block PSC


Our PSCs
relating to the exploration blocks in India provide that by the end of the first
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells.  The first phase of the exploration period
relating to the PSC for the KG Offshore Block expired without the required
minimum of at least fourteen exploration wells being drilled during the first
phase.  GSPC is the operator on the KG Offshore Block.





On July
4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the
Ministry of Petroleum & Natural Gas, advised GSPC and GeoGlobal that,
because of the worldwide supply and availability shortage of offshore drilling
rigs, on June 27, 2007 the Government of India had issued new policy guidelines
for the merger of exploration phases of PSCs granted under NELP III and NELP IV
and for the substitution of additional meterage drilled in deeper wells against
the total meterage commitment as part of the minimum work program in the
PSCs.




On July
12, 2007, GSPC, on behalf of the contracting parties for the KG Offshore Block,
notified the DGH that it was exercising the option granted under the new
policies to request a merger of Phases I and II of the KG Offshore Block work
program called the New Phase I with the effect of establishing a new work
program phase expiring March 11, 2008 and to merge the minimum work program
(“MWP”) of Phase II and Phase III into a new phase to be called New Phase
II.  In addition, GSPC exercised the option to substitute a total
meterage drilled commitment in the new work program phase that would be
irrespective of the number of wells drilled.  Under these new
policies, any contractors who exercise this option would be required to
relinquish 50% of the contract area at the end of the New Phase I.




On July
13, 2007, the Operating Committee under the KG Offshore Block PSC had approved
GSPC’s recommendation of exercising the option under the policy
guidelines  The minimum work program for the New Phase I would be to
drill 33,102 meters.  GSPC informed DGH in a Management Committee
Meeting held on September 24, 2007 that as at September 17, 2007 a total of
33,224 meters have been drilled, and as such, subject to the GOI approval of the
merger of Phases I and II, the minimum work program for the New Phase I has been
completed.  At the end of the New Phase I on March 11, 2008, the
contracting parties will be required to relinquish 50% of the Contract Area of
the KG Offshore Block that is not a Discovery or Development Area as defined in
the PSC.  The New Phase II would have a term of 1.5 years expiring
September 11, 2009 and the drilling of a further 12,250 meters would be required
in order to meet the minimum work program.  Approval of the merger of
the Phase I and II into a New Phase I and the merger of the minimum work program
of existing Phase II and Phase III as New Phase II from the GOI is currently
outstanding.




Unless
approval is granted by the GOI to merge Phases I and II of the work program
under the new policy guidelines, we may be liable for the consequences of
non-fulfillment of the minimum work commitment in a given time frame under the
PSC.  The PSC has provisions for termination of the PSC on account of
various reasons specified therein including material breach of the
contract.  Termination rights can be exercised after giving ninety
days written notice.  This failure to timely complete the minimum work
commitment, though we have been advised by GSPC there is no precedence,may be deemed by the
GOI to be a failure to comply with the provisions of the contract in a material
particular.




The
termination of the PSCby the GOI would result
in our loss of our interest in the KG Offshore Block other than areas determined
to encompass "commercial discoveries".  The PSC sets forth procedures
whereby the operator can obtain the review of the management committee under the
PSC as to whether a discovery on the exploration block should be declared a
commercial discovery under the PSC.  Those procedures have not been
completed at present with respect to the discovery on the KG Offshore Block and,
accordingly, as of November 14, 2007, no areas on the KG Offshore Block have
been determined formally to encompass "commercial discoveries"as that term is defined
under the PSC.




Page
34


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





The KG Offshore Block
Drilling Activities


Saipem
Perro Negro 3 Rig


GSPC
currently has contracted with Saipem SPA, part of ENI, Italy, for the Saipem
Perro Negro 3 jack-up drilling rig to drill 10 wells, with an option of
extending the contract for 2 additional wells.  As of November 14,
2007, the Saipem Perro Negro 3 drilling rig has drilled five exploratory wells
and one appraisal well.  Two of the five exploratory wells, the KG#1
drilled in 2004 and the KG#11 drilled in 2005 have both been
abandoned.  The remaining three exploratory wells, the KG#8 drilled in
2005, and the KG#17 and KG#15 drilled in 2006, along with the KG#28 appraisal
well drilled in 2007, all drilled from the KG#8 well platform, have been
completed and tested and are suspended awaiting the results of future wells
drilled from this platform.




On
February 6, 2007, the Saipem Perro Negro 3 rig commenced drilling the KG#28 well
from the KG#8 platform.  The KG#28 well is the sixth well drilled by
the Saipem Perro Negro 3 jack-up drilling rig and has been classified by the
Management Committee as an “appraisal well” for the purposes of the
PSC.  The well was drilled directionally deviating approximately 1,640
meters east of the KG#8 platform to a total depth of 5,258 meters MD (4,879
meters total vertical depth or “TVD”) and was then cased to total depth with a 7
inch liner.   On September 24, 2007 we announced that GSPC had
completed DST-1 which involved 49.5 meters of perforations across the interval
depth from 5,037.5 to 5,112 meters measured depth (“MD”).  We further
announced that during clean-up flow, the following stabilized gas/condensate
rates were measured through various choke sizes at the following flowing
wellhead pressures (“FWHP”):




·
            16/64
      inch choke –  6.7 MMSCFD Gas plus 12 BBLS/D Condensate at 4,550
      psi FWHP


·
            20/64
      inch choke –  8.5 MMSCFD Gas plus 16 BBLS/D Condensate at 4,000
      psi FWHP


·
            32/64
      inch choke – 10.6 MMSCFD Gas plus 22 BBLS/D Condensate at 1,950 psi
      FWHP




On
October 8, 2007 after isolating DST-1, GSPC perforated DST-2 which involved 54.0
meters of perforations across the interval depth from 4,951.0 to 5,005.0 meters
MD (4,613 to 4,660 meters TVD).  DST-2 flowed through a 20/64 inch
choke at a stabilized gas rate of 5.5 MMSCFD at 2,750 psi FWHP.




On
October 29, 2007 after isolating DST-2, GSPC perforated DST-3 resulting in 74.0
net meters of perforations over the interval depth of 4,556 to 4,759 meters
MD.   During testing the well flowed through a 20/64 inch choke
at a stabilized gas rate of 6.5 MMSCFD at 3,250 psi FWHP.




As at
November 14, 2007 GSPC is temporarily suspending the KG#28 well temporarily,
while it evaluates the next well to spud.




Atwood
Beacon Rig


GSPC has
also entered into a 25 month contract with Atwood Oceanics Inc., a Houston based
International Offshore Drilling Contractor, for the Atwood Beacon jack-up
drilling rig to drill additional exploration wells on the KG Offshore
Block.




On
January 3, 2007, the Atwood Beacon rig commenced drilling its first well, the
KG#16 exploratory well.  The KG#16 well is situated in shallow water
of approximately 109 meters and is approximately 5 kilometers east of the
location where the Saipem Perro Negro 3 jack-up drilling rig is
located.  On May 14, 2007 it was announced that GSPC had completed the
drilling of the KG#16 well to a TD of 5,372 meters measured depth.




The
testing program was completed on August 1, 2007.  DST-1 and DST-1A
involved 31 meters and 21 meters of perforations across the interval depth from
4,951 – 5,046 and 4,800 – 4,833.5 meters MD respectively.  Both zones
were tight and did not flow hydrocarbons to the surface.  DST-2 was
chosen from encouraging independent log analyses over the interval depth of
4,642 to 4,754 meters MD but was abandoned without perforating due to
operational problems.  DST-3 involved 75 meters of perforations over
the interval depth of 4,483 to 4,590 meters MD at a stabilized flow rate of 2.21
MMSCFD of gas and 15 BBLS/D of condensate at a




Page
35


FWHP of 880 psi through a 24/64 inch
choke.  DST-4 involved 133 meters of perforations over the interval
depth of 4,302 to 4,435 meters measured depth at a stabilized flow rate of 2.52
MMSCFD of gas and 106 BBLS/D of condensate at a FWHP of 1,880 psi through a
16/64 choke.




On
September 24, 2007, GSPC informed the Government of India that the discovery of
hydrocarbons in the KG#16 well is of potential commercial interest and merits
further appraisal, however, for technical reasons, the KG#16 well has been
presently abandoned with the possibility of attempting to reenter the well at a
later date.




GSPC has
moved the Atwood Beacon Rig to a new exploratory well location being the KG#31
well.  The KG#31 well is situated in shallow waters of approximately
62.5 meters in depth and approximately 3 kilometers north of the KG#8
platform.  The KG#31 well was spud on September 20, 2007 and was
intended to be drilled directionally 900 meters west of the present surface
location to an approximate TVD of 4,000 meters.  The well was drilled
and logged to a depth of approximately 3,892 meters TVD (4,058 meters
MD).  Based upon the log results, GSPC has elected to go uphole and
set a bridge plug at approximately 2,217 meters MD and whip stock and continue
drilling in a more horizontal south-west direction to an approximate TVD of
4,750 meters.  As at November 14, 2007 the well has been drilled to a
depth of 2,235 meters TVD (2,303 meters MD),




Deep
Driller 1 Rig


GSPC
contracted a fourth drilling rig named “Deep Driller 1”.  The Deep
Driller 1 is owned by Sinvest ASA out of Norway and is a jack-up rig capable of
operating in water depths of approximately 120 meters.  The term of
the contract is for two years from the date of spud of the first
well.




On May 8,
2007, GSPC commenced drilling the KG#30 exploratory well with the Deep Driller
1.  The KG#30 well was situated approximately 15.5 kilometers
northeast of the KG#11 well, and was drilled vertically in shallow waters of
approximately 45 meters.  GSPC completed the drilling and casing of
the KG#30 well to a total vertical depth of 3,951 meters and a complete suite of
modern logs had been run.  An open hole DST (drill stem test) was
unsuccessful due to mechanical failure.  On August 13, 2007, GSPC
abandoned the KG#30 well as the testing results did not reveal sufficient
hydrocarbons at this location.The KG#30 was the first
exploratory well to test the deepest part of the northern graben in the KG
Offshore Block.




GSPC
moved the Deep Driller 1 Rig to a location approximately 7.5 kilometers
northeast of the KG#8 platform in shallow waters of approximately 91 meters in
depth, where, on August 27, 2007, GSPC commenced the drilling of the KG#22 well
from this location.  The KG#22 well is the second well to be drilled
by the Deep Driller 1 Rig and is intended to be drilled directionally to a TVD
of approximately 5,078 meters (approximately 5,974 meters MD) deviating
approximately 2,900 meters southeast of the KG#22 well surface
location.  As at November 14, 2007, this well has been drilled to a
depth of approximately 2,780 meters TVD (2,997 meters MD).




Essar
Wildcat Rig


GSPC has
further entered into a contract with Essar Oilfield Services Limited (“EOSL”), a
subsidiary of Essar Shipping & Logistics Ltd. of Cyprus, for a
semi-submersible drilling rig named “Essar Wildcat”.  The Essar
Wildcat is a self propelled drilling rig suitable for deployment in water depths
of 400 meters and has a drilling depth capacity of 7,600 meters.  The
initial term of the EOSL contract is for two years from the date of spud of the
first well, with the option of two extensions, each for one year.  The
Essar Wildcat has arrived at the KG Offshore Block and is currently undergoing
upgrading and maintenance, which as at November 14, 2007 is not expected to be
completed until the end of December 2007.  GSPC intends to commence
the drilling of the KG#19 well as soon as these operations are
completed.  The KG#19 well location is intended to be situated in
deeper waters of approximately 150 meters and is intended to be drilled
vertically to an approximate TVD of 5,000 meters to test the most prospective
zones below the Lower Cretaceous unconformity 11 kilometers northeast of the
KG#8 platform.




The KG Onshore Block
Agreement


On March
24, 2007, Oil India Limited ("OIL"), as operator for the KG Onshore Block
applied for the Production Exploration Licence ("PEL") from the State of Andhra
Pradesh.




On
September 14, 2007, OIL notified DGH that it has amended its PEL application
into two parts.  One covers the non-forest area of approximately 337
sq. km. while the second covers the remainder of the exploration block which is
in an environmentally sensitive forested area.  OIL has done this in
an attempt to expedite the granting of the PEL over the non-forest area in order
to commence the planned 2-D seismic program.




Page
36


Once the
PEL is issued from the State of Andhra Pradesh, OIL will be allowed to commence
the Phase I work program commitments.




Under the
PSC for the KG Onshore Block, the Phase I work commitment consists of
reprocessing 564 linear kilometers of 2D seismic, conducting a gravity and
magnetic and geochemical survey, as well as a seismic acquisition program
consisting of 548 sq km of 3D seismic.  This Phase I commitment
further consists of the drilling of 12 exploration wells to various depths
between 2,000 and 5,000 meters.  We will be required to fund our
proportionate share of the costs incurred in these activities estimated to be
approximately $8.5 million over the four years of the first phase of the work
commitment with respect to a 10% participating interest in the block and
approximately $21.4 million with respect to a 25% participating interest in the
block.





Cambay Basin Agreements and
Drilling Activities


At
September 30, 2007, we are parties to four PSCs relating to exploration blocks
in the Cambay Basin.  These include the Mehsana Block, the
Sanand/Miroli Block, the Ankleshwar Block and the Tarapur Block.




Mehsana
Block


This PSC
provides that the exploration activities of the first exploration phase, which
commenced May 21, 2004, are to be conducted over a period of 2.5
years.  During the first exploration phase on this exploration block,
the parties are to acquire 75 square kilometres of 3D seismic data, reprocess
650 linear kilometres of 2D seismic data and conduct a geochemical survey, all
of which has been completed.  In addition, the parties are to drill
seven exploratory wells between 1,000 to 2,200 meters, of which, as at November
14, 2007, three have been drilled and one is currently being
drilled.




The first
exploration phase relating to the PSC for the Mehsana Block expired without the
required minimum of seven wells having been drilled. In October, 2006 the
management committee under the PSC for the Mehsana Block approved a proposal to
seek from the GOI an extension of the first exploration phase for a six month
period from November 21, 2006 to May 20, 2007.  On April 6, 2007 the
members of the operating committee under the Mehsana Block resolved to submit an
application to the GOI for extension for an additional nine months to November
20, 2007 to complete the minimum work program under Phase I, which approval was
granted on August 6, 2007.  Further, on October 8, 2007, Jubilant,
upon recommendation by a resolution of the Operating Committee, submitted an
application under the New Extension Policy issued by the Government of India on
June 27, 2007 requesting the grant of an additional extension of 6 months from
November 21, 2007 to May 20, 2008 to complete the minimum work
program.  Under this new policy, an additional extension up to 12
months may be given subject to the consortium partners providing a 50% bank
guarantee of the unfinished minimum work program (MWP) and the additional work
program reasonably acceptable to DGH.  The period of extension will be
set off against the term of the Second Phase which would still expire November
20, 2008.  Final consent to this extension is awaiting GOI
approval.




Two
wells, the CB-2 well and the CB-3 well were drilled to a total vertical depth of
2,500 meters and 2,350 meters respectively.  Neither of these wells
proceeded into a testing program and both were subsequently
abandoned.




The CB-3A
well commenced drilling on July 31, 2007 and was drilled with the WAFA STAR RIG
1 to a total depth of 2,451 meters TVD (2,620 meters MD).  Jubilant,
as operator of the Mehsana Block, provided notification to the GOI that based
upon available information, including drilling data, mud logs and wireline data,
three hydrocarbon bearing intervals were interpreted to be
present.  Two intervals were selected for testing to establish the
presence of producible hydrocarbons.  DST-1 involved 55 meters of
perforations across the interval 2,388 to 2,443 showed an influx of oil within
the tubing but did not reach the surface.  The oil presence (42°API)
was confirmed by reversing out a measurable quantity of crude
oil.  DST-2 involved 5 meters of perforations across the interval
2010.5 to 2015.5 and both oil (36° API) and gas reached the surface thereby
confirming the presence of producible hydrocarbons.  Jubilant provided
further notification to the GOI under the terms of the PSC that a discovery of
hydrocarbons in the CB-3A well had been declared.




The CB-1
well commenced drilling on October 17, 2007 with the WAFA STAR RIG 1 and at
November 14, 2007 has been drilled to a depth of 1,225 meters
MD.  This well is anticipated to be drilled to a total depth of 3,400
meters MD.




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37


At
September 30, 2007, we have incurred costs of approximately $1.5 million with
respect to exploration activities on the Mehsana Block.  We estimate
that our expenditures for exploration activities during the April 1, 2007 to
March 31, 2008 which will include the drilling of the remaining four wells of
the Phase I work commitment, will be approximately $1.8 million.




Sanand/Miroli
Block


This PSC
provides that the exploration activities, which commenced July 29, 2004, are to
be conducted over a period of 2.5 years.  During the first exploration
phase on the Sanand/Miroli Block, the parties are to acquire 200 square
kilometres of 3-D seismic data, reprocess 1,000 line kilometres of 2-D seismic
data, and conduct a geochemical survey.  GSPC as operator has
completed these exploration activities which included the acquisition,
processing and interpretation of a 463 sq km onshore 3-D seismic
program.  In addition, we are to drill twelve exploratory wells
between 1,500 to 3,300 meters.  As at November 14, 2007, five have
been drilled and one is currently drilling.  Of the five wells
drilled, four are awaiting a workover rig for testing and one has been
abandoned.




The first
exploration phase relating to the PSC for the Sanand/Miroli Block expired
without the required minimum of twelve wells having been drilled. On December
29, 2006 the management committee approved a proposal to seek from the GOI an
extension of the first exploration phase for a six month period from January 28,
2007 to July 28, 2007.  Further on July 23, 2007, GSPC as operator, on
behalf of the consortium partners has requested from the GOI a one year
extension under Annexure-1 SI. No. 3 of the New Extension Policy.  The
period of extension, will be set off against the term of the Second Phase which
would still expire January 28, 2009.  Final consent to this extension
is awaiting GOI approval.




Drilling
operations using the DALMA MR#4 Rig commenced on this block on November 15, 2006
with the drilling of the first of the twelve exploration wells.  The
M-1 well was drilled to a total vertical depth (TVD) of 2,300 meters and was
temporarily suspended.  The well has subsequently been re-entered and
drilled to a TVD of 2,463 meters.  The well has been logged, cased and
testing has been completed.  All four zones that were tested were oil
bearing intervals.  The uppermost interval was hydraulically fractured
and flowed oil at 106 barrels of oil per day (BBL/D).  The remaining
three oil bearing intervals in M-1 are planned to be stimulated using hydraulic
fracture stimulation with a workover rig.  The GOI has been made aware
of this hydrocarbon discovery in accordance with the terms of the
PSC.




The DALMA
MR#4 Rig commenced drilling the M-4 well on February 24, 2007 which was drilled
to a TVD of 2,226 meters.  This same rig spud the SE-4 well on July
12, 2007, which was drilled to a TVD of 2,340 meters. These two wells have been
logged, cased and along with the M-1 well are currently awaiting a workover rig
for testing.




The DALMA
MR#4 Rig further spud the SE#3 well on August 15, 2007.  The well was
drilled to 2,046 meters MD, however, while pulling out of the hole, the drill
string was stuck.  An attempt to release the stuck drill string by
various methods was conducted, but with no success.  A decision was
made to set a bridge plug at a depth of 975 meters and whip stock the well from
that depth.  The bridge plug was set and the SE#3 exploration well was
drilled directionally to a total depth of 1,794 meters TVD (2,078 meters
MD).  As at November 14, 2007 the well is awaiting a workover rig to
run cased hole wireline logs and test.




The JOHN
1500 HP Rig commenced drilling the SE#2 well on July 29, 2007.  The
SE#2 well was drilled to a depth of 2381 meters TVD (2,370 meters
MD).  The well has been logged and cased and is awaiting a workover
rig for testing.




The M-2
well, which commenced drilling using the DRIPL 1500 HP rig on March 26, 2007,
was drilled to a TVD of 3,308 meters.  This well was subsequently
tested and abandoned without any success.




As at
September 30, 2007 we have incurred costs of approximately $1.6 million with
respect to exploration activities on the Sanand/Miroli Block.  We
estimate that our expenditures for exploration activities during the period
April 1, 2007 to March 31, 2008, which will include the drilling of the nine
wells from the Phase I work commitment, will be approximately $2.6 million based
on our 10% participating interest.





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38


Ankleshwar
Block


Under the
terms of our PSC for the Ankleshwar Block, the first phase of our work
commitment covers a period of three years and commenced April 1,
2006.  The Phase I work commitment was to acquire, process and
interpret 448 sq kms of 3-D seismic and reprocess 650 LKM’s of 2-D seismic which
has been completed.  In addition, we are to drill 14 exploratory wells
between 1,500 to 2,500 meters.  As at September 30, 2007 we have
incurred costs of approximately $700,000 on the Ankleshwar Block for our 10%
participating interest.  We estimate our expenditures for exploration
activities during the period April 1, 2007 to March 31, 2008, which includes the
drilling of 8 of the 14 exploratory wells, will be approximately $2.7 million
based on our 10% participating interest.  We anticipate drilling
operations will commence in the first calendar quarter of 2008.





Tarapur
Block


Through
November 14, 2007, GSPC has drilled or is drilling fourteen wells on this
block.  Of these 14 wells, six wells, the Tarapur 1, P, G, 5, 6 and 4
have been drilled and tested and are currently suspended awaiting a possible
future development program.  Three wells, the TS-4, TS-5 and TS-1 are
currently waiting to be tested or awaiting a higher capacity rig to deepen and
test.  One well, the TS-7 well is currently being drilled and four
wells, Tarapur D, E, F and 7 have been abandoned.




GSPC
commenced drilling the Tarapur 6 appraisal well on April 28, 2007 to delineate
the extent of the Tarapur G gas discovery before the submission of a further
two-well appraisal program to the GOI under the terms of the PSC.  The
Tarapur 6 well was drilled to a total vertical depth (TVD) of 1,795
meters.  After a hydraulic fracture stimulation, the Tarapur 6 flowed
oil at a rate of 600 barrels of oil per day.  GSPC, upon completion of
testing, declared this well to be a separate oil discovery within a small fault
block.  GSPC recommended to the Management Committee that it allow the
Operator to declare the commerciality of the Tarapur 6 well as an oil discovery
without drilling an appraisal well.




On May
25, 2007 GSPC commenced drilling the Tarapur 4 well with the DALMA MR#1
Rig.  This well was the second appraisal well drilled to delineate the
extent of the Tarapur G gas discovery.  The Tarapur 4 was drilled to a
TVD of 1,901 meters and logged and cased.  The Cambay shale section
was tested by perforating 30.0 net meters over the interval 1,790.0 to 1,849.0
meters.  The zone was found to be oil bearing, and GSPC is awaiting a
workover rig to stimulate the well in order to increase the flow of
oil.




Both the
Tarapur 6 and the Tarapur 4 wells were drilled to originally appraise the
Tarapur G gas discovery in adjoining fault blocks.  However, both
wells turned out to be oil bearing establishing a fault separating Tarapur G
from Tarapur 6 and Tarapur 4 to be sealing in nature.  As such, the
gas discovery at Tarapur G was confined to the Tarapur G fault block
only.  The Operating Committee has recommended to the Management
Committee that the Operator declare the commerciality of the Tarapur G gas
discovery without drilling any further appraisal wells.




Two
previous wells, the TS-4 and TS-5 were drilled to a TVD of 2,844 and 3,007
meters, respectively.  The TS-4 and TS-5 wells have been suspended and
are currently awaiting a higher capacity drilling rig to deepen each of the
wells an approximate 300 meters each.  GSPC then intends to utilize a
workover rig to test zones currently identified, along with any potential zones
encountered in the deepening of the TS-4 and TS-5 wells.




The TS-1
well commenced drilling on July 23, 2007 with the DALMA MR#1 Rig. This well was
drilled vertically to a TVD of 2,850 meters.  As at November 14, 2007
this well is currently being tested.




The TS-7
well was drilled vertically with the DR#1 Rig to a total depth of 3,420 meters
MD.




GSPC as
operator, on behalf of the consortium partners has submitted an application for
an extension beyond Phase III of the PSC for an additional twelve months to
complete an additional work program of drilling four wells under the GOI new
extension policy.  The consortium also agreed that it would provide a
35% bank guarantee of US$3.1 million and a 30% cash payment of US$2.7 million
for this additional work programme.  GOI consent to this application
has not yet been approved or received.  GSPC has previously notified
the GOI under the terms of the PSC of two discoveries of hydrocarbon in this
block, the Tarapur 1 and Tarapur G.




Through
September 30, 2007, we have incurred costs of approximately $6.0 million under
the terms of our agreement with GSPC for our 20% PI share of exploration
costs.  If the above request for an additional 12 months is not
granted, the third and final phase of exploratory activities on the Tarapur
Block expires on




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39


November
22, 2007.  The work commitment to drill one well to a depth of 3,000
meters or to the Deccan trap has been completed and all areas not encompassing a
commercial discovery after November 22, 2007 would be relinquished back to the
GOI. Oil and Natural Gas Corporation Limited of India has the right to
participate in the development of any commercial discovery on the Tarapur Block
by acquiring a 30% participating interest as provided under the
PSC.  The exercise of this right would result in the reduction of our
PI to 14%.




Financial
Commitments


At
September 30, 2007, in connection with these four Cambay Basin PSCs, we have
provided to the GOI four irrevocable letters of credit totaling $2,955,000
(Mehsana $155,000, Sanand/Miroli $910,000, Ankleshwar $950,000 and Tarapur
$940,000) secured by our term deposits in the same amount.  These
letters of credit serve as guarantees for the performance of the minimum work
commitments for the budget period April 1, 2007 to March 31, 2008 of Phase I of
these four Cambay Basin Agreements.





The
Deccan Syneclise Basin Agreements and Drilling Activities





DS 03
Block


Under the
terms of the PSC for the DS 03 Block, the work commitment under Phase I, which
commenced September 4, 2006, is to complete a gravity magnetic and geochemical
survey and acquire an aero magnetic survey of 12,000 LKM’s.  We will
be required to fund our 100% participating interest of the costs incurred in
these activities originally estimated to be approximately $625,000 over the
three years of the first phase.  As at September 30, 2007, we have
incurred costs of approximately $150,000 on this block.




We
estimate our expenditures for exploration activities during the period April 1,
2007 to March 31, 2008 will be approximately $500,000 based upon our 100% PI in
this PSC.




DS 04
Block


On June
7, 2007 the State of Maharashtra issued the petroleum exploration licence for
the DS 04 Block.  Under the terms of the PSC for the DS 04 Block, the
Phase I work commitment has commenced and runs for a period of 4 years until
June 6, 2011.  The Phase I work commitment consists of conducting a
gravity and magnetic and geochemical survey, as well as a seismic acquisition
program consisting of 325 LKM of 2-D seismic.  We further committed to
drill 10 core holes to a depth of approximately 500 meters.  We will
be required to fund our 100% proportionate share of the costs incurred in these
activities estimated to be approximately $1.45 million over the four years of
the first phase of the work commitment.




We
estimate our expenditures for exploration activities during this period ending
March 31, 2008 will be approximately $500,000 based upon our 100% PI in this
PSC.




Financial
Commitments


As at
September 30, 2007 we have provided to the GOI, two irrevocable letters of
credit totaling $175,000 each secured by our term deposits in the same
amount.  These letters of credit serve as a guarantee for the
performance of the minimum work commitment for the budget period April 1, 2007
to March 31, 2008 of the Phase I activities for the DS 03 Block and the DS 04
Block.





The
Rajasthan Basin Agreements and Drilling Activities





OIL, as
operator for the RJ Block 20 and RJ Block 21 exploration blocks has applied for
the PEL's for both blocks from the State of Rajasthan, which when issued will
allow the parties to commence the Phase I work program
commitments.  As at November 14, 2007, the PEL's have not yet been
issued.




The
combined Phase I work commitments under the PSCs for these blocks consist of
reprocessing a total 926 LKM of 2-D seismic, conducting a gravity and magnetic
and geochemical survey, as well as a seismic acquisition program consisting of
560 LKM of 2-D seismic and 1,311 sq km of 3-D seismic.  The combined
Phase I commitments further consist of drilling a total of 20 exploration wells
over both blocks to various depths between 2,000 and 2,500 meters.  We
will be required to fund our 25% proportionate share of the costs incurred in
these activities estimated to be approximately $18.3 million over the four years
of the first phase of the work commitments.





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40


Egyptian
Activities





We have
entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor
Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in
the Arab Republic of Egypt. The agreement provides that we are to have a 30%
participating interest if any PSCs are entered into. These blocks include
offshore exploration Block 6 (also referred to as N. Hap’y) and onshore
exploration Block 8 (also referred to as South Diyur) in the Arab Republic of
Egypt.  These blocks have been awarded to the consortium subject to
certain terms and conditions which have not yet been met.  As such, no
definitive agreements have been entered into by us with the Arab Republic of
Egypt.  We are reviewing our participation in these exploration blocks
and have not made a final determination whether to proceed to enter into PSCs if
the terms and conditions are met.





Under the
terms of  the Joint Bidding Agreement, the bidders were required to
submit a bank guarantee equal to 2% of the financial commitment under the
minimum work program of the First Exploration Phase which has a term of 4
years.  During the third quarter, we provided to GSPC two bank
guarantees totaling US$1,270,000 secured by our term deposits in the same
amount, based on our 30% participating interest





Anticipated
2008 Activities


We expect
our exploration and development activities pursuant to the PSCs we are parties
and the related drilling activities in the 10 exploration blocks that we hold an
interest to will continue throughout the remainder of 2007 and through 2008 in
accordance with the terms of those agreements.  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 GOI in the
future.  As of November 14, 2007, we have no specific plans to join
with others in bidding for any specific PSCs in India.  We expect that
our interest in any such ventures would involve a minority PI in the
venture.  In addition, as opportunities arise, we may seek to acquire
minority PI's in exploration blocks where PSCs have been heretofore awarded by
the GOI.  The acquisition of any such interests would be subject to
the execution of a definitive agreement and obtaining the requisite government
consents and other approvals.




We may
during the year 2007 and 2008 seek to participate in joint venture bidding for
the acquisition of oil and gas interests in other international countries,
however, as of November 14, 2007, we have made no specific plans regarding such
activities and have not entered into any binding agreements with respect to such
activities.




Depending
upon the scope of our activities during the years 2007 and 2008, we may require
additional capital for the funding of our activities under the PSCs we are
currently a party to as well as support for our bidding for other PSCs that may
be awarded in India or elsewhere.  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
November 14, 2007, 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 of that date,
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 November 14, 2007, 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.




We
believe that our available cash resources will be sufficient to meet all our
expenses and cash requirements during the year ended December 31, 2007 and
December 31, 2008 for our present level of operations.  We do not
expect to have any significant change in 2007 in our number of
employees.


Page
41




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


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


·
            our
      assumptions, plans and expectations regarding our future capital
      requirements,


·
            our
      plans and intentions regarding our plans to raise additional
      capital,


·
            the
      costs and expenses to be incurred in conducting exploration, well
      drilling, development and production activities and the adequacy of our
      capital to meet our requirements for our present and anticipated levels of
      activities are all forward-looking
statements.




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


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


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


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


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


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


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


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




Page
42


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





Risk
Factors


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




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





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


We are in
the early stage of developing our operations.  Our only activities in
the oil and natural gas exploration and production industry have primarily
involved entering into ten PSCs with the GOI.  We have realized no
revenues from our oil and natural gas exploration and development activities and
do not claim any proved reserves of oil or natural gas.




Our
current plans are to conduct the exploration and development activities on the
areas offshore and onshore India in accordance with the terms of the PSCs we are
a party to.  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 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.  As of November 14, 2007, there are
no or limited facilities for the delivery and storage of hydrocarbons on the
areas covered by our PSCs.  The presence of hydrocarbon reserves on
contiguous properties is no assurance or necessary indication that hydrocarbons
will be found in commercially marketable quantities on the exploration blocks in
which we hold an interest.  Our exploration opportunities are highly
speculative and should any of these opportunities not result in the discovery of
commercial quantities of oil and gas reserves, our investment in the venture
could be lost.




Our
business plans also include seeking to enter into additional joint ventures or
other arrangements to acquire interests in additional government created and
granted hydrocarbon exploration opportunities, primarily located onshore or in
the offshore waters of India and possibly elsewhere.  Opportunities to
acquire interests in exploration opportunities will be dependent upon our
ability to identify, negotiate and enter into joint venture or other similar
arrangements with respect to specific exploration opportunities and upon our
ability to raise sufficient capital to fund our participation in those joint
ventures or other exploration activities.  Our success will be
dependent upon the success of the exploration activities of the ventures in
which we acquire an interest and our ability to have adequate capital resources
available at the times required.





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43


Our
Interest In The Production Sharing Contracts Involve Highly Speculative
Exploration Opportunities That Involve Material Risks That We Will Be
Unsuccessful


Our
interests in the exploration blocks should be considered to be highly
speculative exploration opportunities that involve material
risks.  None of the exploration blocks in which we have an interest
have any proven reserves and are not producing any quantities of oil or natural
gas.  Exploratory drilling activities are subject to many risks,
including the risk that no commercially productive reservoirs will be
encountered.  There can be no assurance that wells drilled on any of
the exploration blocks in which we have an interest or by any venture in which
we may acquire an interest in the future will be productive or that we will
receive any return or recover all or any portion of our
investment.  Drilling for oil and gas may involve unsuccessful or
unprofitable efforts, not only from dry wells, but from wells that are
productive but do not produce sufficient net revenues to return a profit after
drilling, operating and other costs.  The cost of drilling, completing
and operating wells is often uncertain. Drilling operations may be curtailed,
delayed or cancelled as a result of numerous factors, many of which are beyond
the operator’s control, including economic conditions, mechanical problems,
extreme downhole pressures and temperatures, title problems, weather conditions,
compliance with governmental requirements and shortages or delays of
exploration, drilling, completion and other equipment and
services.  Drilling activities on the exploration blocks in which we
hold an interest may not be successful and, if unsuccessful, such failure may
have a material adverse effect on our future results of operations and financial
condition.





GSPC Is Seeking a Payment
From Us In the Amount Of Approximately $45.4 Million On Account of GSPC’s
Exploration Costs On the KG Offshore Block


Gujarat
State Petroleum Corporation Ltd. (“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
CIA.  GSPC asserts that we are required to pay 10% of the exploration
expenses over and above US$59.23 million (including the net 5% interest of Roy
Group (Mauritius) Inc.).




Based on
the most recent letter dated September 6, 2007, GSPC asserts that the amount
payable is US$45.4 million as of July 31, 2007.   GeoGlobal
disputes this assertion of GSPC.




We have
advised GSPC that, under the terms of the CIA, the terms of which are also
incorporated into the PSC and the Joint Operating Agreement dated August 7, 2007
between the parties, it has no right to seek the payment and that we believe the
payment GSPC is seeking is in breach of the CIA.  We further reminded
GSPC that we have fulfilled over the past five years our obligations under the
CIA to provide extensive technical assistance without any further remuneration
other than the carried interest, all in accordance with the terms of the
CIA.  In furtherance of our position, we have obtained the opinion of
prominent Indian legal counsel who has advised us that, among other things,
under the terms of the agreements between the parties, and in particular the
CIA, we are not liable to pay any amount to GSPC for either costs and expenses
incurred or otherwise before reaching the stage of commercial
production.




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




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




Page
44


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


Our PSCs
relating to our exploration blocks in India provide that by the end of the first
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells or performed certain exploration
activities.  The first phase of the exploration period relating to the
PSC for the KG Offshore Block expired without the required minimum of at least
fourteen exploration wells being drilled during the first phase.  The
first phase of the exploration period of the PSC relating to the Mehsana Block
also expired without the required minimum of seven wells having been drilled and
the first phase of the exploration period of the PSC relating to the
Sanand/Miroli Block expired without the required minimum of twelve wells having
been drilled.  GSPC is the operator on the KG Offshore Block and the
Sanand/Miroli Block and Jubilant Oil & Gas ("Jubilant") is the operator on
the Mehsana Block.  See “Recent Developments”.   The
PSCs also have provisions for termination of the PSC on account of various
reasons specified therein including material breach of the
contract.  This failure to timely complete the minimum work commitment
may be deemed to constitute such a breach.  Termination rights can be
exercised after giving ninety days written notice.




The
termination of a PSCby the GOI would result
in the loss of our interest in the PSC other than contract areas of the PSC
determined to encompass "commercial discoveries".  The PSC sets forth
procedures whereby the operator can obtain the review of the Management
Committee under the PSC as to whether a discovery on the exploration block
should be declared a commercial discovery under the PSC.  Those
procedures have not been completed at present with respect to the discovery on
the KG Offshore Block and, accordingly, as of November 14, 2007, no areas on the
KG Offshore Block have been determined formally to encompass "commercial
discoveries" as that term is defined under the PSC.  Likewise, no
areas of the Mehsana Block or the Sanand/Miroli Block have been determined to
encompass commercial discoveries.




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




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




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


Our oil
and natural gas operations have been only recently established and we have very
limited operating history, oil and gas reserves or assets upon which an
evaluation of our business, our current business plans and our prospects can be
based.  Our prospects must be considered in light of the risks,
expenses and problems frequently encountered by all companies in their early
stages of development and, in particular, those engaged in exploratory oil and
gas activities.  Such risks include, without limitation:




·
            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.




During
the exploration phase prior to the start date of initial commercial production,
we have a carried interest in the exploration activities on the KG Offshore
Block.  Our interests in our other exploration blocks are
participating interests which require us to pay our proportionate share of
exploration, drilling and development expenses on these blocks substantially as
those expenses are incurred.  Unexpected or additional costs can
affect the commercial viability of producing oil and gas from a well and will
affect the time when and amounts that we can expect to receive from any
production from a well.  Because our carried costs of exploration and
drilling on the KG Offshore Block are to be repaid in full to the operator,
GSPC, before we are entitled to any share of production, additional exploration
and development expenses will reduce and delay any share of production and
revenues we will receive.




Page
45


There can
be no assurance that the ventures in which we are a participant will be
successful in addressing these risks, and any failure to do so could have a
material adverse effect on our prospects for the future.  Our
operations were recently established, and as such, we have no substantial
operating history to serve as the basis to predict our ability to further the
development of our business plan.  Likewise, the outcome of our
exploratory drilling activities, as well as our quarterly and annual operating
results cannot be predicted. Consequently, we believe that period to period
comparisons of our exploration, development, drilling and operating results will
not necessarily be meaningful and should not be relied upon as an indication of
our stage of development or future prospects.  In the future,
operating or drilling results may fall below our expectations or the
expectations of securities analysts and investors and that some of our drilling
results will be unsuccessful and the wells abandoned.  In such event,
the trading price of our common stock may be materially and adversely
affected.





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




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




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




As of
September 30, 2007, we had cash and cash equivalents of approximately $49.3
million.  We currently expect that our available cash will be
sufficient to fund us through the budget periods ending March 31, 2008 and
through the balance of 2008 at our present level of operations on the ten
exploration blocks in which we are currently a participant including our newly
acquired NELP-VI exploration blocks.  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 six
exploration blocks, excluding our newly acquired NELP-VI exploration blocks,
totals approximately $12.7 million during the period April 1, 2007 to March 31,
2008.  We anticipate total expenditures on the four newly acquired
NELP-VI blocks for the first exploration phase which covers four years to be
approximately $28 million.  Any further PSC's we may seek to enter
into or any expanded scope of our operations or other transactions that we may
enter into may require us to fund our participation or capital expenditures with
amounts of capital not currently available to us.  We may be
unsuccessful in raising the capital necessary to meet these capital
requirements.  There can be no assurance that we will be able to raise
the capital.





Page
46


India’s Regulatory Regime
May Increase Our Risks And Expenses In Doing Business


All
phases of the oil and gas exploration, development and production activities in
which we are participating are regulated in varying degrees by the Indian
government, either directly or through one or more governmental
entities.  The areas of government regulation include matters relating
to restrictions on production, price controls, export controls, income taxes,
expropriation of property, environmental protection and rig
safety.  In addition, the award of a PSC is subject to GOI consent and
matters relating to the implementation and conduct of operations under the PSC
are subject, under certain circumstances, to GOI consent.  As a
consequence, all future drilling and production programs and operations we
undertake or are undertaken by the ventures in which we participate in India
must be approved by the Indian government.  Shifts in political
conditions in India could adversely affect our business in India and our ability
to obtain requisite government approvals in a timely fashion or at
all.  We, and our joint venture participants, must maintain
satisfactory working relationships with the Indian government.  This
regulatory environment and possible delays inherent in that environment may
increase the risks associated with our exploration and production activities and
increase our costs of doing business.





Our Control By Directors And
Executive Officers May Result In Those Persons Having Interests Divergent From
Our Other Stockholders


As of
November 14, 2007, our Directors and executive officers and their respective
affiliates, in the aggregate, beneficially hold 32,523,667 shares or
approximately 45.0% of our outstanding Common Stock.  As a result,
these stockholders possess significant influence over us, giving them the
ability, among other things, to elect a majority of our Board of Directors and
approve significant corporate transactions.  These persons will retain
significant control over our present and future activities and our other
stockholders and investors may be unable to meaningfully influence the course of
our actions.  These persons may have interests regarding the future
activities and transactions in which we engage which may diverge from the
interests of our other stockholders.  Such share ownership and control
may also have the effect of delaying or preventing a change in control of us,
impeding a merger, consolidation, takeover or other business combination
involving us, or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us which could have a material adverse
effect on the market price of our Common Stock.  Although management
has no intention of engaging in such activities, there is also a risk that the
existing management will be viewed as pursuing an agenda which is beneficial to
themselves at the expense of 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


We are
dependent upon the services of our President and Chief Executive Officer, Jean
Paul Roy, and Executive Vice President and Chief Financial Officer, Allan J.
Kent.  The loss of either of their services could have a material
adverse effect upon us.  We currently do not have employment
agreements with either of such persons or key man life insurance.  The
services of Mr. Roy are provided pursuant to the terms of an agreement with a
corporation wholly-owned by Mr. Roy.  We have no direct contractual
agreement with Mr. Roy and, therefore, he is not directly obligated to provide
services to us or refrain from engaging in other activities.  At
present, Mr. Kent’s services are provided through an oral agreement with
him.  There is no written agreement between us and Mr. Kent which
obligates him to refrain from engaging in other
activities.  .




At
present, our future is substantially dependent upon the geological and
geophysical capabilities of Mr. Roy to locate oil and gas exploration
opportunities for us and the ventures in which we are a
participant.  His inability to do the foregoing could materially
adversely affect our future activities.  We entered into a three-year
TSA with RGB dated August 29, 2003, a company owed 100% by Mr. Roy, to perform
such geological and geophysical duties and exercise such powers related thereto
as we may from time to time assign to it.  The expiration term of this
contract has subsequently been extended to December 31, 2007.


Page
47




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




At
present, our only oil and gas interests are our contractual rights under the
terms of the ten PSCs with the GOI that we have entered into.  We are
not and will not be the operator of any of the exploration, drilling and
production activities conducted on our exploration blocks, with the exception of
the DS 03 Block and the DS 04 Block in which we hold a 100% interest and are the
operators.  Accordingly, the realization of successes in the
exploration of the blocks is substantially dependent upon the success of the
operators in exploring for and developing reserves of oil and gas and their
ability to market those reserves at prices that will yield a return to
us.




Under the
terms of our CIA for the KG Offshore Block, we have a carried interest in the
exploration activities conducted by the parties on the KG Offshore Block prior
to the start date of initial commercial production.  However, under
the terms of that agreement, all of our proportionate share of capital costs for
exploration and development activities must be repaid without interest over the
projected production life or ten years, whichever is less.  Our
proportionate share of these costs and expenses expected to be incurred over the
6.5 year term of the PSC for which our interest is carried was originally
estimated to be approximately $22.0 million.  Additional drilling
costs including the drilling to depths in excess of 5,000 meters, where higher
downhole temperatures and pressures are encountered, versus shallower depths as
originally anticipated, as well as the testing and completion costs of these
wells, has resulted in additional costs exceeding originally estimated
expenditures.  As a consequence of these additional drilling costs
incurred, the annual budget for the period April 1, 2007 to March 31, 2008
submitted to the Management Committee under the PSC for the KG Offshore Block
estimates that GSPC will expend approximately $50.4 million attributed to us
(including the amount attributable to RGM) under the CIA over the period April
1, 2007 to March 31, 2008.  Further additional expenditures may be
required for cost overruns and completions of commercially successful
wells.  We are unable to estimate the amount of additional
expenditures GSPC will make as operator attributable to us prior to the start
date of initial commercial production under the CIA or when, if ever, any
commercial production will commence.  Of these expenditures, 50% are
for the account of Roy Group (Mauritius) Inc. under the terms of the
Participating Interest Agreement between us and Roy Group (Mauritius)
Inc.  We are not entitled to any share of production from the KG
Offshore Block until such time as the expenditures attributed to us, including
those expenditures made for the account of Roy Group (Mauritius) Inc., under the
CIA, have been recovered by GSPC from future production
revenue.  Therefore, we are unable to estimate when we may commence to
receive distributions from any production of hydrocarbon reserves found on the
KG Offshore Block.  As provided in the CIA, in addition to repaying
our proportionate share of capital costs incurred for which we were carried, we
will be required to bear our proportionate share of the expenditures
attributable to us after the start date of initial commercial production on the
KG Offshore Block.







Certain
Terms Of The Production Sharing Contracts May Create Additional Expenses And
Risks That Could Adversely Affect Our Revenues And
Profitability




The PSCs
contain certain terms that may affect the revenues of the joint venture
participants to the agreements and create additional risks for
us.  These terms include, possibly among others, the
following:




·
            The
      venture participants are required to complete certain minimum work
      programs during the two or three phases of the terms of the
      PSCs.  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 PSCs 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,




Page
48


·
            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 ventures
      and our cost of operations.




These
provisions of the PSCs, possibly among others, may increase our costs of
participating in the ventures and thereby affect our
profitability.  Failure to fully comply with the terms of the PSCs
creates additional risks for us.





The Requirements Of Section
404 Of The Sarbanes-Oxley Act Of 2002 Require That We Undertake An Evaluation Of
Our Internal Controls That May Identify Internal Control
Weaknesses


The
Sarbanes-Oxley Act of 2002 imposes new duties on us and our executives,
directors, attorneys and independent registered public accounting
firm.  In order to comply with the Sarbanes-Oxley Act, we are
evaluating our internal controls systems to allow management to report on, and
our independent auditors to attest to, our internal controls.  We have
initiated the establishment of the procedures for performing the system and
process evaluation and testing required in an effort to comply with the
management certification and auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act.  We anticipate being able to fully implement
the requirements relating to reporting on internal controls and all other
aspects of Section 404 in a timely fashion.  If we are not able to
implement the reporting requirements of Section 404 in a timely manner or with
adequate compliance, our management and/or our auditors may not be able to
render the required certification and/or attestation concerning the
effectiveness of the internal controls over financial reporting, we may be
subject to investigation and/or sanctions by regulatory authorities, such as the
Securities and Exchange Commission or American Stock Exchange, and our
reputation may be harmed.  Any such action could adversely affect our
financial results and the market price of our common stock.





Oil And Gas Prices Fluctuate
Widely And Low Oil And Gas Prices Could Adversely Affect Our Financial
Results


There is
no assurance that there will be any market for oil or gas produced from the
exploration blocks in which we hold an interest and our ability to deliver the
production from any wells may be constrained by the absence of or limitations on
collector systems and pipelines.  Future price fluctuations could have
a major impact on the future revenues from any oil and gas produced on these
exploration blocks and thereby our revenue, and materially affect the return
from and the financial viability of any reserves that are
claimed.  Historically, oil and gas prices and markets have been
volatile, and they are likely to continue to be volatile in the
future.  A significant decrease in oil and gas prices could have a
material adverse effect on our cash flow and profitability and would adversely
affect our financial condition and the results of our operations.  In
addition, because world oil prices are quoted in and trade on the basis of U.S.
dollars, fluctuations in currency exchange rates that affect world oil prices
could also affect our revenues.  Prices for oil and gas fluctuate in
response to relatively minor changes in the supply of and demand for oil and
gas, market uncertainty and a variety of additional factors that are beyond our
control, including:




·
            political
      conditions and civil unrest 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


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49


·
            international
      political conditions.




In
addition, various factors may adversely affect the ability to market oil and gas
production from our exploration blocks, including:




·
            the
      capacity and availability of oil and gas gathering systems and
      pipelines;


·
            the
      ability to produce oil and gas in commercial quantities and to enhance and
      maintain production from existing wells and wells proposed to be
      drilled;


·
            the
      proximity of future hydrocarbon discoveries to oil and gas transmission
      facilities and processing equipment (as well as the capacity of such
      facilities);


·
            the
      effect of governmental regulation of production and transportation
      (including regulations relating to prices, taxes, royalties, land tenure,
      allowable production, importing and exporting of oil and condensate and
      matters associated with the protection of the
  environment);


·
            the
      imposition of trade sanctions or embargoes by other
    countries;


·
            the
      availability and frequency of delivery
vessels;


·
            changes
      in supply due to drilling by
others;


·
            the
      availability of drilling rigs and qualified personnel;
  and


·
            changes
      in demand.






Our
Ability To Locate And Participate In Additional Exploration Opportunities And To
Manage Growth May Be Limited By Reason Of Our Limited History Of Operations And
The Limited Size Of Our Staff




While our
President and Executive Vice President have had extensive experience in the oil
and gas exploration business, we have been engaged in limited activities in the
oil and gas business over approximately the past four years and have a limited
history of activities upon which you may base your evaluation of our
performance.  As a result of our brief operating history and limited
activities in oil and gas exploration activities, our success to date in
entering into ventures to acquire interests in exploration blocks may not be
indicative that we will be successful in entering into any further
ventures.  There can be no assurance that we will be successful in
growing our oil and gas exploration and development activities.




Any
future significant growth in our oil and gas exploration and development
activities will place demands on our executive officers, and any increased scope
of our operations will present challenges to us due to our current limited
management resources.  Our future performance will depend upon our
management and its ability to locate and negotiate opportunities to participate
in joint venture and other arrangements whereby we can participate in
exploration opportunities.  There can be no assurance that we will be
successful in these efforts.  Our inability to locate additional
opportunities, to hire additional management and other personnel or to enhance
our management systems could have a material adverse effect on our results of
operations.





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


Our
success in developing our oil and gas exploration and development activities
will be dependent upon establishing, through our participation with others in
joint ventures and other similar activities, reserves of oil and gas and
maintaining and possibly expanding the levels of those reserves.  We
and the joint ventures in which we may participate may not be able to locate and
thereafter replace reserves from exploration and development activities at
acceptable costs. Lower prices of oil and gas may further limit the kinds of
reserves that can be developed at an acceptable cost.  The business of
exploring for, developing or acquiring reserves is capital intensive. We may not
be able to make the necessary capital investment to enter into joint ventures or
similar arrangements to maintain or expand our oil and gas reserves if capital
is unavailable to us and the ventures in which we participate.  In
addition, exploration and development activities involve numerous risks that may
result in dry holes, the failure to produce oil and gas in commercial
quantities, the inability to fully produce discovered reserves and the inability
to enhance production from existing wells.




Page
50


We expect
that we will continually seek to identify and evaluate joint venture and other
exploration opportunities for our participation as a joint venture participant
or through some other arrangement.  Our ability to enter into
additional exploration activities will be dependent to a large extent on our
ability to negotiate arrangements with others and with various governments and
governmental entities whereby we can be granted a participation in such
ventures.  There can be no assurance that we will be able to locate
and negotiate such arrangements, have sufficient capital to meet the costs
involved in entering into such arrangements or that, once entered into, that
such exploration activities will be successful. Successful acquisition of
exploration opportunities can be expected to require, among other things,
accurate assessments of potential recoverable reserves, future oil and gas
prices, projected operating costs, potential environmental and other liabilities
and other factors.  Such assessments are necessarily inexact, and as
estimates, their accuracy is inherently uncertain.  We cannot assure
you that we will successfully consummate any further exploration opportunities
or joint venture or other arrangements leading to such
opportunities.





Estimating Reserves And
Future Net Revenues Involves Uncertainties And Oil And Gas Price Declines May
Lead To Impairment Of Oil And Gas Assets


Currently,
we do not claim any proved reserves of oil or natural gas.  Any
reserve information that we may provide in the future will represent estimates
based on reports prepared by independent petroleum engineers, as well as
internally generated reports. Petroleum engineering is not an exact
science.  Information relating to proved oil and gas reserves is based
upon engineering estimates derived after analysis of information we furnish or
furnished by the operator of the property.  Estimates of economically
recoverable oil and gas reserves and of future net cash flows necessarily depend
upon a number of variable factors and assumptions, such as historical production
from the area compared with production from other producing areas, the assumed
effects of regulations by governmental agencies and assumptions concerning
future oil and gas prices, future operating costs, severance and excise taxes,
capital expenditures and workover and remedial costs, all of which may in fact
vary considerably from actual results.  Oil and gas prices, which
fluctuate over time, may also affect proved reserve estimates.  For
these reasons, estimates of the economically recoverable quantities of oil and
gas attributable to any particular group of properties, classifications of such
reserves based on risk of recovery and estimates of the future net cash flows
expected therefrom prepared by different engineers or by the same engineers at
different times may vary substantially.  Actual production, revenues
and expenditures with respect to reserves we may claim will likely vary from
estimates, and such variances may be material.  Either inaccuracies in
estimates of proved undeveloped reserves or the inability to fund development
could result in substantially reduced reserves.  In addition, the
timing of receipt of estimated future net revenues from proved undeveloped
reserves will be dependent upon the timing and implementation of drilling and
development activities estimated by us for purposes of the reserve
report.




Quantities
of proved reserves are estimated based on economic conditions in existence in
the period of assessment. Lower oil and gas prices may have the impact of
shortening the economic lives on certain fields because it becomes uneconomic to
produce all recoverable reserves on such fields, thus reducing proved property
reserve estimates. If such revisions in the estimated quantities of proved
reserves occur, it will have the effect of increasing the rates of depreciation,
depletion and amortization on the affected properties, which would decrease
earnings or result in losses through higher depreciation, depletion and
amortization expense. The revisions may also be sufficient to trigger impairment
losses on certain properties that would result in a further non-cash charge to
earnings.





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51


Risks
Relating To The Market For Our Common Stock


Volatility Of Our Stock
Price


The
public market for our common stock has been characterized by significant price
and volume fluctuations.  There can be no assurance that the market
price of our common stock will not decline below its current or historic price
ranges. The market price may bear no relationship to the prospects, stage of
development, existence of oil and gas reserves, revenues, earnings, assets or
potential of our company and may not be indicative of our future business
performance. The trading price of our common stock could be subject to wide
fluctuations.  Fluctuations in the price of oil and gas and related
international political events can be expected to affect the price of our common
stock.  In addition, the stock market in general has experienced
extreme price and volume fluctuations that have affected the market price for
many companies which fluctuations have been unrelated to the operating
performance of these companies. These market fluctuations, as well as general
economic, political and market conditions, may have a material adverse effect on
the market price of our company's common stock. In the past, following periods
of volatility in the market price of a company's securities, securities class
action litigation has often been instituted against such companies. Such
litigation, if instituted, and irrespective of the outcome of such litigation,
could result in substantial costs and a diversion of management's attention and
resources and have a material adverse effect on our company's business, results
of operations and financial condition.





Item
4.                   Controls
and Procedures





Disclosure
Controls


Under the
supervision and with the participation of our management, including Jean Paul
Roy, our President and Chief Executive Officer, and Allan J. Kent, our Executive
Vice President and Chief Financial Officer, we undertook an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this report. Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that such disclosure controls and procedures were effective to ensure
(a) that information required to be disclosed by the Company in reports that it
files or submits under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms and (b) that information
required to be disclosed is accumulated and communicated to management to allow
timely decisions regarding disclosure.




Changes in Internal
Controls


No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act) occurred during the quarter
ended September 30, 2007 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.





Based on
the restatement of these financial statements for the period ended September 30,
2007 due to an error in the classification for stock-based compensation for
non-employee consultants, the Chief Executive Officer and the Chief Financial
Officer have concluded that the Company's disclosure controls and procedures
were not effective as of September 30, 2007.








PART
II


OTHER
INFORMATION





Item
6.                                EXHIBITS




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




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




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




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







* filed
or furnished herewith


Page
52




















SIGNATURES





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





GEOGLOBAL RESOURCES
INC.


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


(Registrant)





June 24,
2008                                           
/s/ Jean Paul Roy


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


Jean Paul Roy


President and Chief Executive
Officer


(Principal Executive Officer and
Director)





June 24,
2008                                           /s/
Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Principal Financial and
Accounting)