UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-Q





(Mark
      One)





þ
            
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the quarterly period ended June 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 August 13, 2007COMMON
                STOCK, PAR VALUE $.001 PER SHARE
            
            72,205,755











Page
          2


**GEOGLOBAL
      RESOURCES INC.**


**(a
      development stage enterprise)**





**QUARTERLY
      REPORT ON FORM 10-Q**





**TABLE
      OF CONTENTS**





**Page
                No.****PART
                I.**
            
            **FINANCIAL
                INFORMATION****Item
                1.**
            
            **Consolidated
                Financial Statements (Unaudited)**
            
            **3**Consolidated
                Balance Sheets as of June 30, 2007 and December 31, 2006
              (Unaudited)
            
            3Consolidated
                Statements of Operations for the three and six months ended
              June
                30, 2007 and June 30, 2006 and from inception on August 21, 2002
                to
              June
                30, 2007 (Unaudited)
            
            4Consolidated
                Statements of Cash Flows for the three and six months ended
              June
                30, 2007 and June 30, 2006 and from inception on August 21, 2002
                to
              June
                30, 2007 (Unaudited)
            
            5Notes
                to the Consolidated Financial Statements as at June 30, 2007
                (Unaudited)
            
            6-25**Item
                2.**
            
            **Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations**
            
            **26****Item
                3.**
            
            **Quantitative
                and Qualitative Disclosures About Market Risk**
            
            **50****Item
                4.**
            
            **Controls
                and Procedures**
            
            **51****PART
                II.**
            
            **OTHER
                INFORMATION****Item
                1A.**
            
            **Risk
                Factors**
            
            **51****Item
                6.**
            
            **Exhibits**
            
            **51**

















Page
          3





**PART
                I.  FINANCIAL INFORMATION**
              
              **Item
                1. CONSOLIDATED FINANCIAL STATEMENTS****GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                BALANCE SHEETS**
              **(Unaudited)****June
                30, 2007**
              **US
                $**
            
            
            December
                31, 2006
              US
                $**Assets**CurrentCash
                and cash equivalents
            
            ****
            **55,355,586**
            
            
            
            32,362,978Accounts
                receivable
            
            ****
            **198,806**
            
            
            
            202,821Cash
                call receivable
            
            ****
            **62,547**
            
            
            
            --Prepaids
                and deposits
            
            ****
            **111,864**
            
            
            
            31,232****
            **55,728,803**
            
            
            
            32,597,031Restricted
                cash (note11a)
            
            ****
            **3,197,616**
            
            
            
            3,590,769Property
                and equipment (note 3)
            
            ****
            **633,620**
            
            
            
            183,427Oil
                and gas interests, not subject to depletion (note 4)
            
            ****
            **12,580,737**
            
            
            
            9,722,738****
            **72,140,776**
            
            
            
            46,093,965**Liabilities**CurrentAccounts
                payable
            
            ****
            **643,731**
            
            
            
            1,888,103Accrued
                liabilities
            
            ****
            **212,959**
            
            
            
            33,487Due
                to related companies (notes 8c, 8d and 8e)
            
            ****
            **28,067**
            
            
            
            33,605****
            **884,757**
            
            
            
            1,955,195**Stockholders'
                Equity**(note 5)Capital
                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
            
            ****
            **75,036,707**
            
            
            
            47,077,827Deficit
                accumulated during the development stage
            
            ****
            **(3,838,302**
            **)**
            
            
            (2,990,674
            )****
            **71,256,019**
            
            
            
            44,138,770****
            **72,140,776**
            
            
            
            46,093,965See
                Commitments, Contingencies and Guarantees (note 11)
              The
                accompanying notes are an integral part of these Consolidated Financial
                Statements





Page
          4





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                STATEMENTS OF OPERATIONS**
              **(Unaudited)**Three
                months ended June 30,
            
            
            Six
                months ended June 30,
            
            Period
                from
              Inception,
              August
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            
            
            2006
              US
                $
            
            
            **2007**
              **US
                $**
            
            
            2006
              US
                $Restated
              (note
                12b)
            
            
            
            
            
            
            
            (note
                12a)**Expenses**(notes 6b, 8c, 8d and 8e)General
                and administrative
            
            ****
            **393,135**
            
            
            
            423,490
            
            
            ****
            **780,135**
            
            
            
            695,694
            
            3,290,851Consulting
                fees
            
            ****
            **304,726**
            
            
            
            90,100
            
            
            ****
            **571,266**
            
            
            
            169,017
            
            2,435,517Professional
                fees
            
            ****
            **109,922**
            
            
            
            65,187
            
            
            ****
            **341,494**
            
            
            
            100,928
            
            1,094,170Depreciation
            
            ****
            **12,694**
            
            
            
            11,310
            
            
            ****
            **24,344**
            
            
            
            20,999
            
            235,654****
            **820,477**
            
            
            
            590,087
            
            
            ****
            **1,717,239**
            
            
            
            986,638
            
            7,056,192**Other
                expenses (income)**Consulting
                fees recovered
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            (66,025)Equipment
                costs recovered
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            (19,395)Gain
                on sale of equipment
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            (42,228)Foreign
                exchange (gain) loss
            
            ****
            **(8,210**
            **)**
            
            
            (2,752
            )
            
            ****
            **(12,719**
            **)**
            
            
            (1,421
            )
            13,828Interest
                income
            
            ****
            **(421,199**
            **)**
            
            
            (427,749
            )
            
            ****
            **(856,892**
            **)**
            
            
            (827,618
            )
            (3,104,070)****
            **(429,409**
            **)**
            
            
            (430,501
            )
            
            ****
            **(869,611**
            **)**
            
            
            (829,039
            )
            (3,217,890)**Net
                loss and comprehensive loss**
              **for
                the period**(note 9)
            
            ****
            **(391,068**
            **)**
            
            
            (159,586
            )
            
            ****
            **(847,628**
            **)**
            
            
            (157,599
            )
            (3,838,302)**Net
                loss per share**
              **–
                basic and diluted**(note 5g)
            
            ****
            **(0.01**
            **)**
            
            
            0.00
            
            
            ****
            **(0.01**
            **)**
            
            
            0.00The
                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 June 30,
            
            
            Six
                months ended June 30,
            
            Period
                from
              Inception,
              August
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            
            
            2006
              US
                $
            
            
            **2007**
              **US
                $**
            
            
            2006
              US
                $Restated
              (note
                12b)
            
            
            
            
            
            
            
            (note
                12a)**Cash
                flows provided by (used in)**
              **operating
                activities**Net
                loss
            
            ****
            **(391,068**
            **)**
            
            
            (159,586
            )
            
            ****
            **(847,628**
            **)**
            
            
            (157,599
            )
            (3,838,302)Adjustment
                to reconcile net loss to
              net
                cash used in operating activities:Depreciation
            
            ****
            **12,694**
            
            
            
            11,310
            
            
            ****
            **24,344**
            
            
            
            20,999
            
            235,654Gain
                on sale of equipment
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            (42,228)Stock-based
                compensation (note 6b)
            
            ****
            **317,962**
            
            
            
            127,945
            
            
            ****
            **670,207**
            
            
            
            213,041
            
            1,860,383Changes
                in operating assets and liabilities:Accounts
                receivable
            
            ****
            **(39,053**
            **)**
            
            
            129,964
            
            
            ****
            **4,015**
            
            
            
            (1,037
            )
            (123,806)Prepaids
                and deposits
            
            ****
            **31,628**
            
            
            
            --
            
            
            ****
            **(80,632**
            **)**
            
            
            
            
            (111,864)Accounts
                payable
            
            ****
            **(34,458**
            **)**
            
            
            (23,951
            )
            
            ****
            **89,576**
            
            
            
            29,160
            
            124,227Accrued
                liabilities
            
            ****
            **(33,487**
            **)**
            
            
            14,700
            
            
            ****
            **(33,487**
            **)**
            
            
            (17,500
            )
            --Due
                to related companies
            
            ****
            **19,171**
            
            
            
            (37,926
            )
            
            ****
            **(5,538**
            **)**
            
            
            (119,282
            )
            (13,689)****
            **(116,611**
            **)**
            
            
            62,457
            
            
            ****
            **(179,143**
            **)**
            
            
            (32,218
            )
            (1,909,625)**Cash
                flows provided by (used in)**
              **investing
                activities**Oil
                and gas interests
            
            ****
            **(884,355**
            **)**
            
            
            (1,753,645
            )
            
            ****
            **(2,380,958**
            **)**
            
            
            (3,980,626
            )
            (11,337,007)Property
                and equipment
            
            ****
            **(123,793**
            **)**
            
            
            (20,726
            )
            
            ****
            **(474,537**
            **)**
            
            
            (60,983
            )
            (909,846)Proceeds
                on sale of equipment
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            82,800Cash
                acquired on acquisition (note 7)
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            3,034,666Restricted
                cash (note 11a)
            
            ****
            **(2,920**
            **)**
            
            
            (1,173,462
            )
            
            ****
            **393,153**
            
            
            
            (1,209,836
            )
            (3,197,616)Changes
                in investing assets and liabilities:Cash
                call receivable
            
            ****
            **(62,547**
            **)**
            
            
            (15,464
            )
            
            ****
            **(62,547**
            **)**
            
            
            (33,885
            )
            (62,547)Accounts
                payable
            
            ****
            **170,665**
            
            
            
            861,438
            
            
            ****
            **(1,402,238**
            **)**
            
            
            1,155,515
            
            402,206Accrued
                liabilities
            
            ****
            **(24,684**
            **)**
            
            
            (595,573
            )
            
            ****
            **212,959**
            
            
            
            522,427
            
            212,959****
            **(927,634**
            **)**
            
            
            (2,697,432
            )
            
            ****
            **(3,714,168**
            **)**
            
            
            (3,607,388
            )
            (11,774,385)**Cash
                flows provided by (used in)**
              **financing
                activities**Proceeds
                from issuance of common shares
              and
                2007 stock purchase warrants
            
            ****
            **28,700,475**
            
            
            
            548,100
            
            
            ****
            **28,720,675**
            
            
            
            2,717,900
            
            74,952,165Share
                issuance costs
            
            ****
            **(1,903,046**
            **)**
            
            
            (45,000
            )
            
            ****
            **(1,903,046**
            **)**
            
            
            (58,552
            )
            (4,068,917)Changes
                in financing liabilities:Note
                payable (note 8a)
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            (2,000,000)Accounts
                payable
            
            ****
            **68,290**
            
            
            
            --
            
            
            ****
            **68,290**
            
            
            
            (10,800
            )
            129,368Due
                to related companies
            
            ****
            **--**
            
            
            
            --
            
            
            ****
            **--**
            
            
            
            --
            
            26,980****
            **26,865,719**
            
            
            
            503,100
            
            
            ****
            **26,885,919**
            
            
            
            2,648,548
            
            69,039,596**Net
                increase (decrease) in cash and**
              **cash
                equivalents**
            
            ****
            **25,821,474**
            
            
            
            (2,131,875
            )
            
            ****
            **22,992,608**
            
            
            
            (991,058
            )
            55,355,586Cash
                and cash equivalents, beginning of period
            
            ****
            **29,534,112**
            
            
            
            37,178,205
            
            
            ****
            **32,362,978**
            
            
            
            36,037,388
            
            --**Cash
                and cash equivalents, end of period**
            
            ****
            **55,355,586**
            
            
            
            35,046,330
            
            
            ****
            **55,355,586**
            
            
            
            35,046,330
            
            55,355,586**Cash
                and cash equivalents**Current
                bank accounts
            
            ****
            **582,336**
            
            
            
            434,496
            
            
            ****
            **582,336**
            
            
            
            434,496
            
            582,336Term
                deposits
            
            ****
            **54,773,250**
            
            
            
            34,611,834
            
            
            ****
            **54,773,250**
            
            
            
            34,611,834
            
            54,773,250****
            **55,355,586**
            
            
            
            35,046,330
            
            
            ****
            **55,355,586**
            
            
            
            35,046,330
            
            55,355,586The
                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)**
 **June
            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
      six months ended June 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)**
 **June
            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**




**June
                30, 2007**
              **US$**
            December
                31, 2006
              US$Computer
                and office equipment
            **338,327**
            324,419Accumulated
                depreciation
            **(193,426)**
            (169,082)**144,901**
            155,337Office
                building
            **488,720**
            28,090**633,621**
            183,427





**4.         Oil
      and Gas Interests**


**June
                30, 2007**
              **US$**
            December
                31, 2006
              US$**Exploration
                – India**Exploration
                costs incurred in:2002
            21,925
            21,9252003
            156,598
            156,5982004
            460,016
            460,0162005
            1,578,124
            1,578,1242006
            7,506,075
            7,506,0759,722,738
            9,722,738**2007**
            **2,857,999**
            --**12,580,737**
            9,722,738




**a)         Exploration
      costs – India**


The
      exploration costs incurred to date are not subject to depletion and 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.  It is anticipated that all or certain of these exploration
      costs may be subject to depletion commencing in the year 2007.




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


**4.**
            **Oil
                and Gas Interests
                (continued)**




**b)         Capitalized
      overhead costs**


Included
      in the US$2,857,999 of exploration cost additions during the six months ended
      June 30, 2007 (year ended December 31, 2006 – US$7,506,075) are certain overhead
      costs capitalized by the Company in the amount of US$1,673,996 (year ended
      December 31, 2006 – US$2,133,984) directly related to the exploration activities
      in India.  The capitalized overhead amount includes capitalized
      stock-based compensation of US$477,041 (year ended December 31, 2006 -
      US$766,689) (see note 6b) of which US$114,100 (year ended December 31, 2006
–
US$323,283) was for the account of a related party (see note
      8c).  Further, the capitalized overhead amount includes US$946,955
      (year ended December 31, 2006 - US$1,000,705) which was paid to third
      parties.  The balance of US$250,000 was paid to and on behalf of a
      related party (year ended December 31, 2006 – US$366,590) (see note
      8c).  These 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 8b) 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
      June 30, 2007, GSPC has incurred costs of Rs 177.06 crore (approximately US$40.7
      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.  GSPC asserts that the
                amount payable is US$44.68 million including interest of US$4.43
                million
                as of June 30, 2007.   GeoGlobal disputes this assertion of
                GSPC.  See note 11d.


Page
          9
 **GeoGlobal
            Resources
            Inc.**
 **(a
            development stage
            enterprise)**
 **Notes
            to the Consolidated Financial
            Statements**
 **(Unaudited)**
 **June
            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").




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


**5.         Capital
      Stock**




**a)         Common
      shares**


Number
                of
              shares
            Capital
                stock
              US
                $
            Additional
              paid-in
                capital
              US
                $Balance
                at  December 31, 2002
            1,000
            64
            --**2003
                Transactions**Capital
                stock of GeoGlobal at August 29, 2003
            14,656,687
            14,657
            10,914,545Common
                shares issued by GeoGlobal to acquire GeoGlobal India
            34,000,000
            34,000
            1,072,960Share
                issuance costs on acquisition
            --
            --
            (66,850)Elimination
                of GeoGlobal capital stock in recognition of reverse
              takeover
                (note 7)
            (1,000)
            (14,657)
            (10,914,545)Options
                exercised for cash
            396,668
            397
            101,253December
                2003 private placement financing (note 5d)
            6,000,000
            6,000
            5,994,000Share
                issuance costs on private placement
            --
            --
            (483,325)55,052,355
            40,397
            6,618,038Balance
                as at December 31, 2003
            55,053,355
            40,461
            6,618,038**2004
                Transactions**Options
                exercised for cash
            115,000
            115
            154,785Broker
                Warrants exercised for cash (note 5d)
            39,100
            39
            58,611154,100
            154
            213,396Balance
                as at December 31, 2004
            55,207,455
            40,615
            6,831,434**2005
                Transactions**Options
                exercised for cash
            739,000
            739
            1,004,6472003
                Stock Purchase Warrants exercised for cash
            2,214,500
            2,214
            5,534,036Broker
                Warrants exercised for cash (note 5d)
            540,900
            541
            810,809September
                2005 private placement financing (note 5c)
            4,252,400
            4,252
            27,636,348Share
                issuance costs on private placement (note 5c)
            --
            --
            (1,541,686)7,746,800
            7,746
            33,444,154Balance
                as at December 31, 2005
            62,954,255
            48,361
            40,275,588**2006
                Transactions**Options
                exercised for cash (note 5f(i))
            2,284,000
            2,285
            2,706,895Options
                exercised for notes receivable
            184,500
            185
            249,5252003
                Stock Purchase Warrants exercised for cash (note 5e(i))
            785,500
            786
            1,962,964Share
                issuance costs
            --
            --
            (74,010)Stock-based
                compensation (note 6b)
            --
            --
            1,956,8653,254,000
            3,256
            6,802,239Balance
                as at December 31, 2006
            66,208,255
            51,617
            47,077,827**2007
                Transactions**Options
                exercised for cash (note 5f(i))
            **317,500**
            **317**
            **320,358**June
                2007 private placement financing (note 5b)
            **5,680,000**
            **5,680**
            **28,394,320**Compensation
                options
            **--**
            **--**
            **705,456**Share
                issuance costs on private placement (note 5b)
            **--**
            **--**
            **(2,608,502)**Stock-based
                compensation (note 6b)
            **--**
            **--**
            **1,147,248****5,997,500**
            **5,997**
            **27,958,880****Balance
                as at June 30, 2007**
            **72,205,755**
            **57,614**
            **75,036,707**


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


**5         Capital
      Stock (continued)**




**b)         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.  The 2007 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
      2007
      Stock Purchase Warrants has been registered under the US Securities Act of
      1933,
      as amended (the “Act”), and the hold period for Canadian subscribers has
      expired.  In such events, the warrant term will be reduced to 30 days
      from the date of issuance of a news release announcing such accelerated
      expiration of the warrant term.  At August 13, 2007 since not all such
      events have occurred, the accelerated expiration of the warrant term was not
      triggered.




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 Warrant was based on a Black-Scholes option model and the following
      weighted average assumptions as at the date of grant as follows:




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




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




Costs
      of
      US$1,903,046 were incurred in issuing shares in these transactions which
      included a fee of US$1,704,000 paid to the placement agents with respect to
      the
      sale of the 5,680,000 Units, and, 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 Compensation Options are also
      subject to accelerated expiration on the same terms and conditions as the
      warrants issued in the transaction.




The
      Company assigned a fair value of $705,456 to the 2007 Compensation Options
      based
      on a Black-Scholes option model and the following weighted average assumptions
      as at the date of grant as follows:




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







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


**5         Capital
      Stock (continued)**






The
      total
      issuance costs of $2,608,502 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 WarrantsUS$
            
            US$Proceeds
                from private placement financing
            24,992,000
            
            3,408,000Issuance
                costs from private placement financing
            (2,295,482)
            
            (313,020)Balance
                June 30, 2007
            22,696,518
            
            3,094,980




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 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, for an offering on a continuous
      shelf
      basis of the shares of Common Stock included in the Units and issuable on
      exercise of the Purchase Warrants included in the Units. Such registration
      statement is also to include the shares of Common Stock issuable to the
      placement agents on exercise of the compensation options.  In the
      event GeoGlobal fails to file the registration statement with the U.S.
      Securities and Exchange Commission prior to 5:00 pm eastern time on August
      17,
      2007, each purchaser of the Units, including the placement agents on exercise
      of
      their  compensation options, will receive for nominal consideration,
      an additional 0.10 of one Unit on the same terms, except that the placement
      agents will receive the right to purchase an additional 0.10 of one share
      only.




**c)         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 US Securities Act of
      1933,
      as amended (the “Act”), and the hold period for Canadian subscribers has
      expired.  In such events, the warrant term will be reduced to 30 days
      from the date of issuance of a news release announcing such accelerated
      expiration of the warrant term.  At August 13, 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.




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


**5.         Capital
      Stock (continued)**




**d)         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 1933 Act and
      the
      hold period for Canadian subscribers has expired.  Also issued as
      additional consideration for this transaction were 580,000 Broker
      Warrants.




The
      580,000 Broker Warrants described above entitled the holder to purchase 580,000
      common shares at an exercise price of US$1.50 per share which were fully
      exercised before they expired on December 23, 2005 for gross proceeds of
      US$870,000.




**e)         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 June 30, 2007, none
      of such Purchase Warrants remain to be exercised.




**ii)         2005
      Stock Purchase Warrants**


During
      the six months ended June 30, 2007, none of the 2005 Stock Purchase Warrants
      were exercised, therefore all of the 2005 Stock Purchase Warrants remained
      outstanding, which if exercised, would result in the issuance of 2,126,200
      common shares for gross proceeds of US$19,135,800.




**iii)         Compensation
      Option Warrants**


During
                the six months ended June 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.




**iv)**
            **2007
                Stock Purchase Warrants**


As
      at
      June 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.




**f)         Options**


**i)         Stock
      Options**


During
      the three and six months ended June 30, 2007, 20,000 and 297,500 options
      respectively (December 31, 2006 – 2,468,500) were exercised under GeoGlobal’s
      1998 Stock Incentive Plan at a price of US$1.01 for gross proceeds of US$20,200
      and US$300,475 respectively (December 31, 2006 - US$2,709,180).




**ii)         2007
      Compensation Options**


As
      at
      June 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.




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


**5.         Capital
      Stock (continued)**




**g)**
            **Weighted-average
                number of shares**


For
      purposes of the determination of net loss per share, the basic and diluted
      weighted-average number of shares outstanding for the three and six months
      ended
      June 30, 2007 was 61,835,426 and 62,526,778 respectively (three and six months
      ended June 30, 2006 – 59,147,997 and 58,841,639 respectively ).  The
      numbers for the three and six months ended June 30, 2007 and the three and
      six
      months ended June 30, 2006 exclude the 5,000,000 shares currently held in escrow
      (see note 7).





**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 June 30, 2007, the Company had 3,305,697
      (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.




**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,
      consultants 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.


Three
                months ended June 30,
            Six
                months ended June 30,
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Restated
              (note
                12b)
            
            Restated
              (note
                12b)**Stock
                based compensation**Consolidated
                Statements of OperationsGeneral
                and administrative
            **148,807**
            127,945
            331,897
            213,041
            895,448Consulting
                fees
            **169,155**
            --
            338,310
            --
            964,935**317,962**
            127,945
            670,207
            213,041
            1,860,383Consolidated
                Balance SheetsOil
                and gas interestsExploration
                costs - India
            **265,249**
            33,712
            477,041
            67,424
            1,243,730**583,211**
            161,657
            1,147,248
            280,465
            3,104,113




**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.  In the period from inception August
                21, 2002 to June 30, 2007 US$329,174 and for the three and six months
                ended June 30, 2007, US$14,073 and US$28,146, respectively and for
                the
                three and six months ended June 30, 2006, US$118,808 and US$237,616,
                respectively of this charge was recognized in the Consolidated Statements
                of Operations as general and administrative expense resulting in
                an
                increase in the net loss and comprehensive loss for the period in
                the same
                amount and no impact on the net loss per share – basic and diluted for the
                period.




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


**6.         Stock
      Options (continued)**




**ii)**
            At
                June 30, 2007, the total compensation cost related to non-vested
                awards
                not yet recognized was US$1,278,638 (December 31, 2006 – US$1,577,286)
                which will be recognized over the remaining vesting period of the
                options.  The total fair value of all options vested during the
                three and six months ended June 30, 2007 was US$416,200 and US$416,200,
                respectively (year ended December 31, 2006 -
                US$1,046,490).




**c)         Stock
      option table**


During
      the six months ended June 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
            Jun
                30/07
            Jun
                30/07mm/dd/yy
            US
                $
            US$
            mm/dd/yy
            mm/dd/yy
            #
            #
            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
            07/25/07
            660,000
            --
            --
            660,000
            --07/25/06
            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
            07/25/07
            500,000
            --
            --
            500,000
            --11/24/06
            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
            ii)
                03/30/10
            12/31/07
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.69
            ii)
                03/30/10
            12/31/08
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.82
            ii)
                03/30/10
            03/30/09
            --
            50,000
            --
            50,000
            --05/16/07
            5.09
            1.51
            ii)
                05/16/10
            12/31/07
            --
            10,000
            --
            10,000
            --05/16/07
            5.09
            2.09
            ii)
                05/16/10
            12/31/08
            --
            10,000
            --
            10,000
            --05/16/07
            5.09
            2.09
            ii)
                05/16/10
            05/31/09
            --
            10,000
            --
            10,000
            --06/20/07
            5.06
            2.08
            ii)
                06/20/17
            06/20/08
            --
            200,000
            --
            200,000
            --3,517,500
            380,000
            352,500
            3,545,000
            1,506,666




**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 June 30, 2007, none of these options remain to be
                exercised.


**ii)**
            During
                the six months ended June 30, 2007, the Company granted options to
                purchase 380,000 shares exercisable at various prices between $5.06
                and
                $6.11 and expire on dates between March 30, 2010 and June 20, 2017,
                which
                vest in their entirety on vesting dates between December 31, 2007
                and May
                31, 2009.


**iii)**
            As
                at June 30, 2007, there were 3,545,000 options outstanding at various
                prices which, if exercised, would result in gross proceeds of
                US$13,562,550.


**iv)**
            During
                the three and six months ended June 30, 2007, there were 297,500
                and
                317,500 options exercised respectively, at $1.01 per share for gross
                proceeds of US$300,475 and US$320,675 respectively.  On June 30,
                2007, 35,000 options expired.




**6.         Stock
      Options (continued)**




**d)         Black-Scholes
      Assumptions**


During
      the six months ended June 30, 2007 and 2006 options of 380,000 and 200,000,
      respectively were granted to the Company's directors, employees and consultants
      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 June 30,
            Six
                months ended June 30,**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Fair
                value of stock options granted (per option)
            **$2.05**
            $2.06
            **$2.23**
            $2.06Risk-free
                interest rate
            **4.94%**
            3.97%
            **4.56%**
            3.97%Volatility
            **70%**
            92%
            **71%**
            92%Expected
                life
            **2.0
                years**
            2.0
                years
            **2.0
                years**
            2.0
                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.





**7.         Acquisition**




On
      August
      29, 2003, pursuant to an agreement dated April 4, 2003 and amended August 29,
      2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources
      (India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr. Roy,
      whereby the Company acquired from Mr. Roy all of the outstanding capital stock
      of GeoGlobal India.  In exchange for the outstanding capital stock of
      GeoGlobal India, the Company issued 34.0 million shares of our Common
      Stock.  Of the 34.0 million shares, 14.5 million shares were delivered
      to Mr. Roy at the closing of the transaction on August 29, 2003 and an aggregate
      of 19.5 million shares were held in escrow by an escrow agent.  The
      terms of the escrow provide for the release of the shares upon the occurrence
      of
      certain developments relating to the outcome of oil and natural gas exploration
      and development activities conducted on the KG Offshore Block.  On
      August 27, 2004, 14.5 million shares were released to Mr. Roy from escrow upon
      the commencement of a drilling program on the KG Offshore Block.  The
      final 5.0 million shares remaining in escrow will be released only if a
      commercial discovery is declared on the KG Offshore Block.  In
      addition to the shares of Common Stock, the Company delivered to Mr. Roy a
      US$2.0 million promissory note, of which US$500,000 was paid on the closing
      of
      the transaction on August 29, 2003, US$500,000 was paid on October 15, 2003,
      US$500,000 was paid on January 15, 2004 and US$500,000 was paid on June 30,
      2004.  The note did not accrue interest.  The note was
      secured by the outstanding stock of GeoGlobal India which has subsequently
      been
      released.  As a consequence of the transaction, Mr. Roy held as of the
      closing of the transaction an aggregate of 34.0 million shares of our
      outstanding Common Stock, or approximately 69.3% of the shares outstanding,
      assuming all shares held in escrow are released to him.  The terms of
      the transaction provide that Mr. Roy is to have the right to vote all 34.0
      million shares following the closing, including the shares during the period
      they are held in escrow.   Shares not released from the escrow
      will be surrendered back to GeoGlobal.




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


**7.         Acquisition
      (continued)**




As
      discussed in note 1, the acquisition of GeoGlobal India by GeoGlobal was
      accounted for as a reverse takeover transaction.  As a result, the
      cost of the transaction was determined based upon the net assets of GeoGlobal
      deemed to have been acquired.  These consolidated financial statements
      include the results of operations of GeoGlobal from the date of
      acquisition.  The net identifiable assets acquired of GeoGlobal were
      as follows:




US
                $Net
                assets acquiredCash
            3,034,666Other
                current assets
            75,000Current
                liabilities
            (2,706)Net
                book value of identifiable assets acquired
            3,106,960Consideration
                paidPromissory
                note issued
            2,000,00034,000,000
                common shares issued par value $0.001
            34,000Additional
                paid-in capital
            1,072,9603,106,960





**8.         Related
      Party Transactions**




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




**a)         Note
      payable**


On
      August
      29, 2003, as part of the Acquisition (see note 7), 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.




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


**8.         Related
      Party Transactions (continued)**




**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 June 30,
            Six
                months ended June 30,
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Consolidated
                Statements of OperationsConsulting
                fees
            **17,500**
            17,500
            **35,000**
            35,000
            233,667Consolidated
                Balance SheetsOil
                and gas interestsExploration
                costs – India (note 4b)
            **70,000**
            70,000
            **140,000**
            140,000
            934,666**87,500**
            87,500
            **175,000**
            175,000
            1,168,333




During
      the three and six months ended June 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
            **14,262**
            --
            **28,525**
            --
            109,346Consolidated
                Balance SheetsOil
                & gas interestsExploration
                costs – India (note 4b)
            **57,050**
            --
            **114,100**
            --
            437,383**71,312**
            --
            **142,625**
            --
            546,729




Roy
      Group
      was also reimbursed during the three and six months ended June 30, 2007 on
      a
      cost recovery basis, for medical insurance and expenses; travel, hotel, meals
      and entertainment expenses; computer costs; and amounts billed by third parties
      incurred during the periods as outlined and recorded below:




Consolidated
                Statements of OperationsGeneral
                and administrative
            **--**
            41,072
            **--**
            75,172
            153,539Consolidated
                Balance SheetsAccounts
                receivable
            **--**
            227
            **--**
            227
            21,597Oil
                and gas interestsExploration
                costs – India (note 4b)
            **--**
            20,355
            **75,000**
            56,093
            459,387Property
                and equipment
            **--**
            1,330
            **--**
            1,330
            37,595**--**
            62,984
            **75,000**
            132,822
            672,118




At
      June
      30, 2007 the Company owed Roy Group (Barbados) Inc. US$23,625 (December 31,
      2006
      - US$29,976) for services provided and expenses incurred on behalf of the
      Company and pursuant to the TSA.  These amounts bear no interest and
      have no set terms of repayment.




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


**8.         Related
      Party Transactions(continued)**




**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:




Three
                months ended June 30,
            Six
                months ended June 30,
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Consolidated
                Statements of OperationsConsulting
                fees
            **--**
            46,250
            **--**
            92,500
            516,715




During
      the three and six months ended June 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
            **--**
            --
            **--**
            --
            404,104




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




Consolidated
                Statements of OperationsGeneral
                and administrativeOffice
                costs
            **98**
            6,323
            **1,223**
            19,504
            180,293Travel,
                hotel, meals and
              entertainment
            **--**
            915
            **--**
            1,007
            48,686Consolidated
                Balance SheetsAccounts
                receivable
            **6**
            3,309
            **73**
            7,439
            27,462Property
                and equipment
            **--**
            --
            **--**
            --
            4,107**104**
            10,547
            **1,296**
            27,950
            260,548




At
      June
      30, 2007, the Company owed DI US$nil (December 31, 2006 –US$nil) 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.






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.




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


**8.         Related
      Party Transactions(continued)**




**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:




Three
                months ended June 30,
            Six
                months ended June 30,
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Consolidated
                Statements of OperationsConsulting
                fees
            **12,742**
            20,001
            **262,292**
            38,882
            163,408




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
            **(3,392)**
            789
            **2,841**
            789
            7,309Consolidated
                Balance SheetsAccounts
                receivable
            **912**
            1,451
            **1,654**
            2,143
            11,928Property
                and equipment
            **--**
            --
            
            --
            1,599**(2,480)**
            2,240
            **4,495**
            2,932
            20,836




At
      June
      30, 2007, the Company owed Amicus Services Inc. US$4,442 (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.





**9.         Income
      Taxes**




**a)         Income
      tax expense**


The
      provision for income taxes in the consolidated financial statements differs
      from
      the result which would have been obtained by applying the combined Federal,
      State and Provincial tax rates to the loss before income taxes.  This
      difference results from the following items:




Three
                months ended June 30,
            Six
                months ended June 30,
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                June 30, 2007
              US
                $**2007**
              **US
                $**
            2006
              US
                $
            **2007**
              **US
                $**
            2006
              US
                $Restated
              (note
                12b)
            
            Restated
              (note
                12b)Net
                earnings (loss) before income taxes
            **(391,068)**
            (159,586)
            **(847,628)**
            (157,599)
            (3,838,302)Expected
                US tax rate
            **35.00%**
            35.00%
            **35.00%**
            35.00%Expected
                income tax (recovery)
            **(136,874)**
            (55,855)
            **(296,670)**
            (55,160)
            (1,447,752)Excess
                of expected tax rate over tax
              rate
                of foreign affiliates
            **124,600**
            52,240
            **275,814**
            47,793
            848,830**(12,274)**
            (3,615)
            **(20,856)**
            (7,367)
            (598,922)Valuation
                allowance
            **12,193**
            3,256
            **20,428**
            6,451
            588,804Other
            **81**
            359
            **428**
            916
            10,118**Income
                tax recovery**
            **--**
            --
            **--**
            --
            --







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


**9.         Income
      Taxes (continued)**






**b)         Deferred
      income taxes**


The
      Company has not recognized the deferred income tax asset because the benefit
      is
      not more likely than not to be realized.  The components of the net
      deferred income tax asset consist of the following temporary
      differences:




**June
                30, 2007**
              **US
                $**
            December
                31, 2006
              US
                $Difference
                between tax base and reported amounts of
              depreciable
                assets
            **7,393**
            25,873Non-capital
                loss carry forwards
            **2,505,081**
            2,525,363**2,512,474**
            2,551,236Valuation
                allowance
            **(2,512,474)**
            (2,551,236)**Deferred
                income tax asset**
            **--**
            --




**c)         Loss
      carry forwards**


At
      June
      30, 2007, the Company has US$7,972,770 of available loss carry forwards to
      reduce taxable income for income tax purposes in the various jurisdictions
      as
      outlined below which have not been reflected in these consolidated financial
      statements.




**Tax
                Jurisdiction**
            **Amount**
              **US
                $**
            **Expiry
                Dates**
              **Commence**United
                States
            7,072,862
            2023Canada
            22,755
            2010Barbados
            877,153
            20127,972,770





**10.         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.




**June
                30, 2007**
              **US$**
            December
                31, 2006
              US$Oil
                and gas interestsIndia
            **12,580,737**
            9,722,738





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


**11.         Commitments,
      Contingencies and Guarantees**




**a)         Restricted
      cash**


**i)**
            The
                PSCs contain provisions whereby the joint venture participants must
                provide the GOI a bank guarantee in the amount of 35% of the participant's
                share of the minimum work program 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:




**June
                30, 2007**
            December
                31, 2006**US
                $**
            US
                $Exploration
                BlockMehsana
            **155,000**
            711,445Sanand/Miroli
            **910,000**
            905,000Ankleshwar
            **950,000**
            600,000Tarapur
            **940,000**
            1,200,000DS
                03
            **175,000**
            110,000**3,130,000**
            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 and the other in the amount of US$37,616
                (Cdn$40,000).




**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%.




Page
          22
 **GeoGlobal
            Resources
            Inc.**
 **(a
            development stage
            enterprise)**
 **Notes
            to the Consolidated Financial
            Statements**
 **(Unaudited)**
 **June
            30,
            2007**


**11.         Commitments,
      Contingencies and Guarantees (continued)**




**v)**         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).




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 not commenced.




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.




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)**
            **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 that, because of the
      worldwide supply and availability shortage of offshore drilling rigs, on June
      20, 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 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.  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.




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


**11.         Commitments,
      Contingencies and Guarantees (continued)**




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 MWP for the New Phase I would be to drill 33,102
      meters.  GSPC informed DGH, that as at July 16, 2007 a total of 31,225
      meters have been drilled, requiring the drilling of an additional 1,877 meters
      before March 11, 2008 in order to complete the MWP for the New Phase
      I.  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.




As
      at
      August 13, 2007, seven exploratory wells have been drilled on the exploration
      block for a total of 31,225 total vertical meters drilled, leaving 1,877 meters
      to be drilled to complete the New Phase I commitment and 12,250 meters to be
      drilled to complete the Phase II commitment.  An eighth exploratory
      well, the KG#28 was drilled to 5,258 meters on the exploration block, however
      the KG#28 well has been classified as an appraisal well as defined under the
      PSC
      by the management committee.




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
      precedent,**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 PSC**by 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 August 13, 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 June
      30, 2007, amount to US$4,785,672 (December 31, 2006 -
      US$3,111,676).




**d)         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.  GSPC asserts that this amount payable is US$44.68 million
      including interest of US$ 4.43 million as of June 30, 2007.


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


**11.         Commitments,
      Contingencies and Guarantees (continued)**




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 all of its claim, the resulting
      expenditures would be recorded in the Company's Balance Sheet as an increase
      to
      oil and gas interests.




**e)**
            **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.




**12.         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 June 30, 2007.




**b)**
            Certain
                comparative figures have been restated and reclassified to conform
                to the
                presentation adopted in the current period.  The restatement is
                due to an error in the classification of stock-based compensation
                in the
                first quarter of 2006.  The impact of this restatement was a
                decrease in the net loss and comprehensive loss for the three month
                period
                ending March 31, 2006 of US$ 33,713 and a corresponding increase
                in the
                net loss and comprehensive loss for the three month period ending
                June 30,
                2006.  This restatement resulted in increasing the net loss and
                comprehensive loss for the three month period ending June 30, 2006
                from
                US$125,873 to US$159,586.





**13.         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
          25


**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 June 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
      August
      13, 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.





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,
                for 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 the 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 for 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.







Page
          26


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.





**A
      COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE
      30,
      2007 TO JUNE 30, 2006**





***Statements
      of Operations***


*Three
      months ended June 30, 2007 and 2006*


During
      the three months ended June 30, 2007, we had expenses of $820,477 compared
      with
      expenses of $590,087 during the three months ended June 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 $393,135 for the three months
      ended June 30, 2007 from $423,490 for the three months ended June 30,
      2006.  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.  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 period.  These stock-based compensation
      costs increased to $148,807 for the three months ended June 30, 2007 versus
      $127,945 for the same period in 2006.  The balance of the increase is
      a result of an increase in our personnel which is consistent with our increase
      in the scale of our participation in oil and gas exploration
      activities.




Our
      consulting fees increased to $304,726 during the three months ended June 30,
      2007 from $90,100 for the three month period ended June 30, 2006.  Of
      this increase, $169,155 is attributable to compensation costs for stock-based
      compensation with consultants for the three months ended June 30, 2007 versus
      $nil 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.  The remaining increase is a result of the costs
      of a consultant to model and document our internal controls as required by
      Section 404 of the *Sarbanes Oxley Act* which were not incurred in the
      same period in 2006.




Professional
      fees increased to $109,922 during the three months ended June 30, 2007 from
      $65,187 during the three months ended June 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.  The increase is mostly
      attributable to an increase in our fees paid to our auditors for additional
      work
      incurred in providing our audit services during the three month period ending
      June 30, 2007 as compared to 2006.




Our
      other
      expenses and income during the three months ended June 30, 2007 resulted in
      income of $429,409 versus $430,501 for the same period in
      2006.  Interest income remained consistent being $421,199 for the
      three months ended June 30, 2007 as compared to $427,749 for the three months
      ended June 30, 2006.  This consistency is directly related to the
      increase in US prime interest rate as compared to 2006 offset by a decrease
      in
      our cash balances used in our oil and gas exploration
      activities.  Included in other expenses and income is a foreign
      exchange gain of $12,719 as compared to a gain for the same period in 2006
      of
      $1,421.




Reflecting
      the increase in expenses for our consulting and professional fees due to the
      increase in our overall oil and gas exploration activities, our net loss
      increased to $391,068 for the three months ended June 30, 2007 as compared
      to a
      net loss of $59,586 for the same period in 2006.




We
      capitalized overhead costs directly related to our exploration activities in
      India.  During the three months ended June 30, 2007, these capitalized
      overhead costs were $768,577 as compared to $210,807 during the three months
      ended June 30, 2006.  This increase is mostly attributed to $265,249
      being the capitalized portion of the stock-based compensation for our
      consultants and Indian personnel directly related in our oil and gas exploration
      activities for the three months ended June 30, 2007 versus $33,712 for the
      same
      period in 2006.  The remaining balance of the increase is consistent
      with the increased scale of our participation in oil and gas exploration
      activities.





*Six
      months ended June 30, 2007 and 2006*


During
      the six months ended June 30, 2007, we had expenses of $1,717,329 compared
      with
      expenses of $986,638 during the six months ended June 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 $780,135 from
      $695,694.  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.  The increase is
      primarily the result of an increase of $118,856 in our compensation cost for
      stock-based compensation arrangements with employees and directors which are
      being expensed over their respective vesting period.  These
      stock-based compensation costs increased to $670,207 for the six months ended
      June 30, 2007 as compared to $213,041 for the same period in 2006.




Our
      consulting fees increased to $571,266 during the six months ended June 30,
      2007
      from $169,017 for the same six month period ended June 30, 2006.  Of
      this increase, $338,310 is attributable to compensation costs for stock-based
      compensation arrangements with consultants for the six month period ending
      June
      30, 2007 versus $nil for the same period of 2006.  These consulting
      fees reflect $35,000 (2006 - $35,000) 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.  The remaining increase is a result of the
      costs of a consultant to model and document our internal controls as required
      by
      Section 404 of the *Sarbanes Oxley Act* which were not incurred in the
      same period in 2006.




Professional
      fees increased to $341,494 during the six months ended June 30, 2007 from
      $100,928 during the six months ended June 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.  The increase is mostly
      attributable to an increase in our fees paid to our auditors for additional
      work
      incurred in providing our audit services during the six month period ending
      June
      30, 2007 as compared to the same period in  2006.




Our
      other
      expenses and income during the six months ended June 30, 2007 resulted in a
      loss
      of $869,611 versus $829,039 for the same period in 2006.  Interest
      income remained consistent being $856,892 for the six months ended June 30,
      2007
      as compared to $827,618 for the six months ended June 30, 2006.  This
      consistency is directly related to the increase in US prime interest rate as
      compared to 2006 offset by a decrease in our cash balances used in our oil
      and
      gas exploration activities.  Included in other expenses and income is
      a foreign exchange gain of $12,719 as compared to a gain for the same period
      in
      2006 of $1,421.




Reflecting
      the increase in expenses for our consulting and professional fees due to the
      increase in our overall oil and gas exploration activities, our net loss
      increased to $847,628 as compared to a net loss of $157,599 for the same period
      in 2006.




We
      capitalized overhead costs directly related to our exploration activities in
      India.  During the six months ended June 30, 2007, these capitalized
      overhead costs were $1,673,996 as compared to $2,133,984 during the six months
      ended June 30, 2006.  This increase is mostly attributed to $477,041
      being the capitalized portion of the stock-based compensation for the six months
      ended June 30, 2007 versus $766,689 for the same period in 2006.  The
      remaining balance of the increase is consistent with the increased scale of
      our
      participation in oil and gas exploration activities.







Page
          27


***Liquidity
      and Capital Resources***


At
      June
      30, 2007, our cash and cash equivalents were $55,355,586.  Of these
      funds, $54,773,250 are currently held in term deposits earning interest based
      on
      the US prime rate.




*Three
      months ended June 30, 2007 and 2006*


The
      increase in our cash and cash equivalents of $25,821,474 from $29,534,112 at
      December 31, 2006 is primarily the result of funds provided by financing
      activities offset by those used in operating and investing activities as
      follows:




Our
      net
      cash used in operating activities during the three months ended June 30, 2007
      was $116,611 as compared to provided by operating activities of $62,457 for
      the
      three months ended June 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 June 30, 2007 was $927,634
      as compared to $2,697,432 during the three months ended June 30,
      2006.  Of this decrease, $1,170,542 is directly related to the
      issuance of bank guarantees in the second quarter of 2006 to the GOI for 35%
      of
      our share of the minimum work program for a particular phase, that are to be
      undertaken during the twelve months, April 1, 2006 to March 31,
      2007.  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.  Further these bank guarantees remained
      basically equivalent in the current quarter as to that of the prior
      year.  The remainder of the decrease again reflects additional
      expenditures in the second quarter of 2006 versus 2007 with the acquisition
      of
      the Tarapur block in 2006.




Cash
      provided by financing activities for the three months ended June 30, 2007 was
      $26,865,719 as compared to $503,100 during the three months ended June 30,
      2006.  During the three months ended June 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
      $1,903,046.  Further, during the three months ended June 30, 2007,
      cash of $300,475 was provided from the issuance of 297,500 shares of common
      stock on the exercise of options.  Comparatively, during the three
      months ended June 30, 2006, cash of $548,100 was provided from the issuance
      of
      415,000 shares of common stock on the exercise of options, net of share issuance
      costs of $45,000.  The balance of the increase is a result of an
      increase in the accounts payable from financing activities of $68,290 for the
      second quarter of 2007 compared to $nil for the same period in the prior
      year..





*Six
      months ended June 30, 2007 and 2005*


The
      increase in our cash and cash equivalents of $22,992,608 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 six months ended June 30, 2007
      was
      $179,143 as compared to $32,218 for the six months ended June 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.




Cash
      used
      by investing activities during the six months ended June 30, 2007 was $3,714,168
      as compared to $3,607,388 during the six months ended June 30,
      2006.  This increase is a result of additional expenditures in
      reducing our accounts payable.




Offsetting
      the increased investing activity in the first six months ended June 30, 2007
      was
      a reduction in the amount of our bank guarantees of $393,153 versus an increase
      in such instruments of $1,209,836 in the first six months of
      2006.  These bank guarantees have been provided to the GOI and serve
      as guarantees for the performance of minimum work programs and are in the form
      of irrevocable letters of credit which are secured by term deposits of the
      Company in the same amount.  Further these bank guarantees remained
      basically equivalent at June 30, 2007 as they were at June 30,
      2006.  The remainder of the offset reflects additional expenditures in
      the second quarter of 2006 versus 2007 with the acquisition of the Tarapur
      block
      in 2006.




Page
          28


Cash
      provided by financing activities for the six months ended June 30, 2007 was
      $26,885,919 as compared to $2,648,548 during the six months ended June 30,
      2006.  During the six months ended June 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
      $1,903,046.  Further, during the six months ended June 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 $2,717,900 which was provided
      from the issuance of 1,395,500 shares of common stock on the exercise of options
      and the remaining 2003 Stock Purchase Warrants during the six months ended
      June
      30, 2006.  The balance of the increase is a result of an increase in
      the accounts payable from financing activities of $68,290 for the second quarter
      of 2007 compared to $nil for the same period in the prior year.




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.  GSPC asserts
      that the amount payable by us is US$44.68 million including interest of US$4.43
      million as of June 30, 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
      $44.68 Million On Account of GSPC’s Exploration Costs On the KG Offshore Block
      and Note 11d to Notes to Consolidated Financial Statements.





***Our
      Krishna Godavari Basin Agreements and Exploration
      Activities***





*The
      KG Offshore Block and Our Carried Interest Agreement*


At
      June
      30, 2007, GSPC, the operator of the KG Offshore Block, has expended on
      exploration activities approximately $40.7 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.




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.





Page
          29


On
      July
      4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the
      Ministry of Petroleum & Natural Gas, advised GSPC that, because of the
      worldwide supply and availability shortage of offshore drilling rigs, on June
      20, 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.  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.




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, that as at July 16, 2007 a
      total of 31,225 meters have been drilled, requiring the drilling of an
      additional 1,877 meters before March 11, 2008 in order to complete the minimum
      work program for the New Phase I.  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.




As
      at
      August 13, 2007, seven exploratory wells have been drilled on the exploration
      block for a total of 31,225 total vertical meters drilled, leaving 1,877 meters
      to be drilled to complete the New Phase I commitment and 12,250 meters to be
      drilled to complete the Phase II commitment.  An eighth exploratory
      well, the KG#28 was drilled to 5,258 meters on the exploration block, however
      the KG#28 well has been classified as an appraisal well as defined under the
      PSC
      by the management committee.




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 PSC**by 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 August 13, 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.





Page
          30


*The
      KG Offshore Block Drilling Activities*


GSPC
      currently has contracted with Saipem SPA, part of ENI, Italy, for the Saipem
      Perro Negro 3 jack-up drilling rig to drill 10 exploratory wells, with an option
      of extending the contract for 2 additional exploratory wells.  As of
      August 13, 2007, the Saipem Perro Negro 3 drilling rig has drilled five
      exploratory wells and is currently drilling one appraisal well, the
      KG#28.  Two of the five exploratory wells, the KG#1 drilled in 2004
      and the KG#11 drilled in 2005 have both been abandoned.  While testing
      deemed satisfactory by GSPC has been completed, the remaining three exploratory
      wells, the KG#8 drilled in 2005, and the KG#17 and KG#15 drilled in 2006, all
      drilled from the KG#8 well platform, have been 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.  The KG#28 well, a
      further exploratory well, has been classified by the Management Committee as
      an
“appraisal well” for the purposes of the PSC.  On May 11, 2007, when
      the well was close to total depth, a gas kick was encountered which was
      subsequently controlled.  The hole was plugged back with cement to
      just below the 9 5/8 inch casing shoe in order to sidetrack and re-drill the
      entire 81⁄2 inch section from 4,052 meters measured depth. The well was drilled
      directionally deviating approximately 1,640 meters east of the KG#8 wellhead
      location to a total measured depth of 5,258 meters (4,879 total vertical
      depth).  As at August 13, 2007, the well is currently being cased to
      total depth with a 7 inch liner to be followed by a cased hole logging program
      after which the perspective intervals will be tested.




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 total depth (“TD”) of 5,372 meters measured
      depth.  A complete suite of modern logs were run and the well was
      cased with a 7 inch liner to TD.  A testing program was designed based
      upon independent log analyses, as well as core samples, MDT’s (“Modular
      Formation Dynamics Tester”) and hydrocarbon shows while drilling.




The
      testing program was completed on August 1, 2007.  DST-1 (drill stem
      test number 1) and DST-1A involved 45 meters and 33.5 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
      surface.  DST-2 was chosen from encouraging independent log analyses
      over the interval depth of 4,642 to 4,754 meters measured depth, 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 measured depth at a stabilized flow rate of 2.21 MMSCFD (million standard
      cubic feet per day) of gas and 15 BBLS/D (barrels per day) of condensate at
      a
      well head flowing pressure 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 well head flowing pressure
      of
      1,880 psi through a 16/64 choke.  The testing of the KG#16 well has
      been completed and it is now planned to be temporarily suspended and evaluated
      for future pilot testing of stimulation technologies.




On
      May
      14, 2007, it was further announced that GSPC has recently 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.




Page
          31


On
      May 8,
      2007, GSPC commenced drilling the KG#30 exploratory well with the Deep Driller
      1.  The KG#30 well is situated approximately 15.5 kilometers Northeast
      of the KG#11 well, and is being drilled vertically in shallow waters of
      approximately 45 meters.  On August 13, 2007 it was announced that
      GSPC had 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 have been
      run.  An open hole DST (drill stem test) was unsuccessful due to
      mechanical failure.  As at August 13, 2007, a testing program based
      upon independent log analysis has commenced.  The KG#30 will be the
      first exploratory well to test the deepest part of the northern graben in the
      KG
      Offshore Block.




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
      Essar Wildcat has arrived at the KG Offshore Block and is currently undergoing
      upgrading and maintenance.  GSPC intends to commence drilling
      additional wells in the deeper water in the KG Offshore Block by the third
      quarter of 2007.  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
      KG Onshore Block Agreement*


OIL,
      as
      operator for this KG Onshore Block has applied for the Production Exploration
      Licence ("PEL") from the State of Andhra Pradesh, which when issued will allow
      OIL 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 10%
      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
      June
      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.  As at August
      13, 2007, two of the seven exploration wells have been drilled on this block,
      the first being CB-2 well drilled to a total vertical depth of 2,500 meters
      and
      the second, the CB-3 well was drilled to a total vertical depth of 2,350
      meters.  Both of these wells did not proceed into a testing program
      and were subsequently abandoned.  On July 31, 2007, Jubilant, as
      operator, commenced drilling the third exploratory well on the Mehsana Block,
      the CB-3A well with the WAFA STAR RIG 1 to an estimated total depth of 2,480
      meters.  As of August 13, 2007 this well is currently drilling at an
      approximate measured depth of 650 meters.




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.  Further, on April 6,
      2007 the members of the operating committee under the Mehsana Block operating
      agreement resolved to submit an application to the GOI for extension for an
      additional six months to November 20, 2007 to complete the minimum work program
      under Phase I.  In seeking that extension, the joint venture partners
      agreed to provide a 100% bank guarantee and a 10% cash payment to be agreed
      upon
      based on pre-estimated liquidated damages for the unfinished minimum work
      program as reasonably determined by DGH, which has not yet been
      determined.  As well, the contractor would be required to relinquish
      25% of the block pursuant to the provisions of the PSC.  The period of
      extension will be set off against the term of the Second Phase which would
      reduce Phase II to one year expiring November 20, 2008.  Final consent
      to this extension is awaiting GOI approval.




At
      June
      30, 2007, we have incurred costs of approximately $1.4 million with respect
      to
      exploration activities on the Mehsana Block.  We estimate that our
      expenditures for exploration activities during the period April 1, 2007 to
      March
      31, 2008 fiscal year which will include the drilling of the remaining five
      wells
      from 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 linear 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, of which four have been drilled and one is
      currently drilling as of August 13, 2007.




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
      M1 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 M1 are planned to be stimulated using hydraulic
      fracture stimulation with a workover rig.  The GOI has been made aware
      of this hydrocarbon discovery as per Article 10.1 of the PSC.  The
      same rig spud a second well, the M4 well, on February 24, 2007 which was drilled
      to a total vertical depth of 2,226 meters.  This well was logged,
      cased and is currently awaiting a workover rig for testing.




A
      third
      well, the M2 well, commenced drilling using the DRIPL 1500 HP rig on March
      26,
      2007 which was drilled to a TVD of 3,308 meters.  The well was
      subsequently tested and abandoned without any success.




The
      DAKMA MR#4 Rig commenced drilling the SE#4 well on July 12, 2007.  The
      SE#4 well was drilled to a total vertical depth of 2,340 meters.  As
      at August 13, 2007, the well has been logged and cased and is awaiting a
      workover rig for testing.




The
      JOHN
      1500 RIG commenced drilling the SE#2 well on July 29, 2007.  As at
      August 13, 2007, the SE#2 well is currently drilling at an approximate measured
      depth of 1,250 meters.   .




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.  The period of extension will be set off
      against the term of the Second Phase which would reduce Phase II to 1.5 years
      expiring January 28, 2009.  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 extension policy “where the
      minimum work program has not been completed but a hydrocarbon discovery is
      made
      within the exploration phase and does not want to relinquish the area at the
      end
      of the phase.”  Under this clause, an additional extension of 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.  An additional work program which includes AVO processing and
      Inversion work on the 3D seismic, resulting in a comprehensive geological
      model.  Final consent to this extension is awaiting GOI
      approval.




As
      at
      June 30, 2007 we have incurred costs of approximately $1.1 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 remaining nine wells
      from the Phase I work commitment, will be approximately $2.6 million based
      on
      our 10% participating interest.





Page
          32


***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 June 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 Q4 of 2007.





***Tarapur
      Block***


Through
      August 13, 2007, GSPC has drilled or is drilling fourteen wells on this block,
      of which; five wells, the Tarapur 1, 5, 7, G, and P have been suspended awaiting
      a possible future development program; three wells, the Tarapur 4, TS-4, TS-5
      are currently testing or waiting to be tested; three wells, the Tarapur 4,
      TS-1
      and TS-3 are currently drilling; and three wells have been
      abandoned.




GSPC
      commenced drilling the Tarapur 6 appraisal well on April 28, 2007 to delineate
      the extent of the Tarapur G 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.  On May 25, 2007 GSPC
      commenced drilling the Tarapur 4 well with the DALMA MR#1 Rig.  The
      Tarapur 4 was drilled to a total vertical depth of 1,901 meters and was logged
      and cased and is currently awaiting a workover rig for testing.




On
      April
      26, 2007, GSPC commenced drilling the TS-4 exploratory well.  The TS-4
      was drilled to a total vertical depth of 2,844 meters.  The TS-4 has
      been logged and cased and as at August 13, 2007, testing of the well with a
      workover rig has commenced.  A further well, the TS-5 commenced
      drilling on May 22, 2007.  The TS-5 was drilled to a total vertical
      depth of 3,007 meters.  The TS-5 has been logged and as at August 13,
      2007 is being cased to total depth, after which a testing program will
      commence.  Further, on June 14, 2007 GSPC commenced the drilling of
      the TS-8 and as at August 13, 2007 is drilling at an approximate depth of 2,960
      meters.  Two additional wells are currently drilling as at August 13,
      2007 in this area.  The TS-1 and TS-3 are drilling at an approximate
      depth of 700 meters and 2,100 meters respectively.




GSPC
      and
      the Company intend to continue to aggressively drill additional wells in the
      Tarapur Block in order to assess the potential of the discovery to
      date.




To
      June
      30, 2007, we have incurred costs of approximately $4.1 million under the terms
      of our agreement with GSPC for our 20% PI share of exploration
      costs.  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%.




Estimated
      total capital expenditures we will be required to contribute to drilling an
      estimated seven additional appraisal wells on this block, over the period April
      1, to November 22, 2007 based on our 20% PI will be approximately $2.7
      million.




*Financial
      Commitments*


At
      June
      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.





Page
          33


***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 June 30, 2007, we have incurred
      costs of approximately $146,000 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.




*Financial
      Commitment*


As
      at
      June 30, 2007 we have provided to the GOI, an irrevocable letter of credit
      totaling $175,000 secured by our term deposit in the same
      amount.  This letter of credit serves as a guarantee for the
      performance of the minimum work commitment for the budget period April 1, 2007
      to March 31, 2008 of these Phase I activities for the DS 03 Block.





*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
      are
      currently in the process of submitting a budget to the GOI for approval for
      the
      period June 7, 2007 to March 31, 2008.  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.  Further we
      will be required upon approval of the budget, to provide to the GOI a letter
      of
      credit totalling approximately $175,000 which will be secured by a term deposit
      in the same amount.  This letter of credit serves as a guarantee for
      the performance of the minimum work commitment for the budget period June 7,
      2007 to March 31, 2008.





Page
          34


***The
      Rajasthan Basin Agreements and Drilling Activities***





OIL,
      as
      operator for both RJ Block 20 and RJ Block 21 exploration blocks is in the
      process of applying 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.




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.





*2007
      Activities*


We
      expect
      our exploration and development activities pursuant to the PSCs we are parties
      to will continue throughout 2007 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 August 13, 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 seek to participate in joint venture bidding for the
      acquisition of oil and gas interests in other international
      countries.  As of August 13, 2007, we have not been awarded any such
      interests




We
      expect
      drilling activities in the KG Offshore Block and Cambay Blocks will continue
      throughout 2007.  We anticipate Jubilant, as operator of the Mehsana
      Block to continue the drilling of the remaining five wells of the seven wells
      committed under Phase I.  Similarly, we expect GSPC as operator of the
      Sanand/Miroli Block to continually drill the remaining nine wells of the twelve
      wells in the Phase I commitment.  In addition, we expect GSPC as
      operator of the Ankleshwar Block to commence the drilling of the first of eight
      wells budgeted for the 12 months ended March 31, 2008.  These eight
      wells are part of a fourteen well commitment under Phase I of the PSC covering
      the Ankleshwar Block.




In
      addition, we anticipate GSPC as operator of the Tarapur Block to drill a
      possible three additional exploration wells and two appraisal wells before
      November 22, 2007, being the expiry date of our PSC covering the Tarapur
      Block.




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
      August 13, 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 August 13, 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 for
      our
      present level of operations.  We do not expect to have any significant
      change in 2007 in our number of employees.




Page
          35


***CAUTIONARY
      STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
      LITIGATION REFORM ACT OF 1995***




With
      the
      exception of historical matters, the matters discussed in this Report are
“forward-looking statements” as defined under the Securities Act of 1933, as
      amended, and the Securities Exchange Act of 1934, as amended, that involve
      risks
      and uncertainties.  Forward-looking statements made herein include,
      but are not limited to:


·
            the
                statements in this Report regarding our plans and objectives relating
                to
                our future operations,


·
            plans
                and objectives regarding the exploration, development and production
                activities conducted on the exploration blocks in India in which
                we have
                interests,


·
            plans
                regarding drilling activities intended to be conducted through the
                ventures in which we are a participant, the success of those drilling
                activities and our ability and the ability of the ventures to complete
                any
                wells on the exploration blocks, to develop reserves of hydrocarbons
                in
                commercially marketable quantities, to establish facilities for the
                collection, distribution and marketing of hydrocarbons, to produce
                oil and
                natural gas in commercial quantities and to realize revenues from
                the
                sales of those hydrocarbons,


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


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


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


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


·
            the
                costs and expenses to be incurred in conducting exploration, well
                drilling, development and production activities 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 and that we may not be adversely affected by any delays
                we
                may experience in receiving those consents, waivers and extensions
                or that
                we may not incur liabilities under the PSCs for our failure to maintain
                compliance with and timely complete the related work
                programs.


·
            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 a
                commercially-productive wells or that any further wells drilled will
                have
                commercially-successful results.




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 see the "Cautionary Statement for Purposes of
      the Safe Harbor Provisions of the Private Securities Litigation Reform Act
      of
      1995" regarding risks and uncertainties relating to us and to forward-looking
      statements in this 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.  As of August
      13, 2007, a venture in which we have a net 5% carried interest has drilled
      and
      abandoned two wells and has drilled, tested and cased six wells.  Two
      ventures that we have a 10% participating interest has drilled six wells and
      two
      are currently being drilled.  One venture that we have a 20% PI has
      drilled or is drilling fourteen wells.




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 and as of August 13, 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.





Page
          36


*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 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 $44.68 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.




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.    GSPC asserts that the amount payable is US$44.68
      million including interest of US$4.43 million as of June 30,
      2007.   GeoGlobal disputes this assertion of GSPC.




We
      have
      advised GSPC that, under the terms of the Carried Interest Agreement ("CIA")
      dated August 27, 2002 between us and GSPC, the terms of which are also
      incorporated into the PSC and the Joint Operating Agreement between the parties,
      it has no right to seek the payment and that we believe the payment GSPC is
      seeking is in breach of the 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) 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.




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.  However, there can be no assurance that GSPC will not
      institute arbitration or other proceedings seeking to recover the
      sum.







Page
          37


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


Our
      PSCs
      relating to the India Blocks 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.  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 blocks and Jubilant Oil & Gas ("Jubilant") is the operator on
      the Mehsana block.




On
      July
      4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the
      Ministry of Petroleum & Natural Gas, advised GSPC that, because of the
      worldwide supply and availability shortage of offshore drilling rigs, on June
      20, 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 with the effect of establishing a new work program phase expiring March
      11, 2008.  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.




As
      of
      August 13, 2007, GSPC is awaiting the outcome of a meeting with the DGH where
      the requests of GSPC on behalf of the contracting parties are to be
      discussed.  Unless our exercise of these options is accepted by the
      DGH, we may be liable for the consequences of non-fulfillment of the minimum
      work commitment in a given time frame under the PSC.  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.




We
      believe that, subject to the DGH accepting GSPC’s exercise of the option to
      merge Phase I and Phase II of the work commitments under the KG Offshore Block
      PSC and the option to substitute total meterage drilled irrespective of the
      number of wells drilled, the contracting parties will be successful in
      fulfilling the work commitment under the new work program phase before March
      11,
      2008.  However, at March 11, 2008, the contracting parties will be
      required to relinquish 50% of the KG Offshore Block contract area at the
      expiration of the new work program phase.




With
      respect to the Mehansa Block, 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.  Further, on April 6, 2007 the members of the operating
      committee under the Mehsana Block operating agreement resolved to submit an
      application to the GOI for extension for an additional six months to November
      20, 2007 to complete the minimum work program under Phase I.  In
      seeking that extension, the joint venture partners agreed to provide a 100%
      bank
      guarantee and a 10% cash payment to be agreed upon based on pre-estimated
      liquidated damages for the unfinished minimum work program as reasonably
      determined by DGH, which has not yet been determined.  As well, the
      contractor would be required to relinquish 25% of the block pursuant to the
      provisions of the PSC.  The period of extension will be set off
      against the term of the Second Phase which would reduce Phase II to one year
      expiring November 20, 2008.  Final consent to this extension is
      awaiting GOI approval.




With
      respect to the Sanand/Miroli Block. 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.  The period of extension will be set off against the term of the
      Second Phase which would reduce Phase II to 1.5 years expiring January 28,
      2009.  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 extension policy “where the minimum work program has
      not been completed but a hydrocarbon discovery is made within the exploration
      phase and does not want to relinquish the area at the end of the
      phase.”  Under this clause, an additional extension of 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.  An additional work program which includes AVO processing and
      Inversion work on the 3D seismic, resulting in a comprehensive geological
      model.  Final consent to this extension is awaiting GOI
      approval.




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 PSC**by 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 August 13, 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 Mehansa 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
          38


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
      June 30, 2007, we had cash and cash equivalents of approximately $55.3
      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
          39


*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
      August 13, 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
          40




*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.







Page
          41


*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, 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.





Page
          42


*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


·
            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.




Page
          43




*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.




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.





Page
          44


*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.





***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.












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          45


**Item
      3.                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





Market
      risk is the potential loss arising from changes in market rates and
      prices.  We are exposed to the impact of market fluctuations
      associated with the following:




*Commodity
      Price Risk*


Oil
      and
      natural gas prices are subject to wide fluctuations and market uncertainties
      due
      to a variety of factors that are beyond our control.  These factors
      include the level of global demand for petroleum products, international supply
      of oil and gas, the establishment of and compliance with production quotas
      by
      oil exporting countries, weather conditions, the price and availability of
      alternative fuels, and overall economic conditions, both international and
      domestic.  We cannot predict future oil and gas prices with any degree
      of certainty.  Sustained weakness in oil and gas prices may adversely
      affect our ability to obtain capital to fund our activities and could in the
      future require a reduction in the carrying value of our oil and gas
      properties.  Similarly, an improvement in oil and gas prices can have
      a favorable impact on our financial condition, results of operations and capital
      resources.




At
      June
      30, 2007, we had not entered into any market risk sensitive instruments, as
      such
      term is defined in Item 305 of Regulation S-K, relating to oil and natural
      gas.





*Interest
      Rate Risk*


At
      June
      30, 2007, we had approximately $55.3 million in cash and cash
      equivalents.  Substantially, all these funds are held in U.S. dollars
      and our cash equivalents are invested in high-quality credit instruments,
      primarily of money market funds with maturities of 90 days or
      less.  We do not expect any material loss from cash equivalents, and
      therefore we believe our interest rate exposure on invested funds is not
      material.  Fluctuations in interest rates can be expected to affect
      the interest income we receive on the invested funds.




At
      June
      30, 2007, we had no long-term debt outstanding and held no market risk sensitive
      instruments related to the interest rate risk.





*Foreign
      Currency Risk*


Substantially,
      all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
      denominated securities. At June 30, 2007, we had no operating
      revenues.  Certain of our expenses are fixed or denominated by foreign
      currencies including the Canadian dollar and the Indian Rupees.  We
      are exposed to market risks associated with fluctuations in foreign currency
      exchange rates related to our transactions denominated in currencies other
      than
      the U.S. dollar.




At
      June
      30, 2007, we had not entered into any market risk sensitive instruments relating
      to our foreign currency exchange risk.





*Trading
      Risks*


We
      have
      no market risk sensitive instruments held for trading purposes.








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          46


**Item
      4.CONTROLS AND PROCEDURES**





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 have evaluated the effectiveness
      of the design and operation of our disclosure controls and procedures as of
      the
      end of the period covered by this quarterly report, and, based on their
      evaluation, Mr. Roy and Mr. Kent have concluded that these controls and
      procedures are effective. There were no significant changes in our internal
      controls or in other factors that could significantly affect these controls
      subsequent to the date of their evaluation.




Disclosure
      controls and procedures are our controls and other procedures that are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms.  Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is accumulated and communicated to our management,
      including Mr. Roy and Mr. Kent, as appropriate to allow timely decisions
      regarding required disclosure.








**PART
      II**


**OTHER
      INFORMATION**





**Item
      1A.RISK FACTORS**





The
      description of the Risk Factors associated with an investment in our Common
      Stock set forth under the heading Risk Factors in Item 2 and Management’s
      Discussion and Analysis of Financial Condition and Results of Operations in
      Part
      I of this Quarterly Report on Form 10-Q are incorporated into this Part II
      Item
      1A by reference and supersede the discussion of risk factors under the heading
      in Part II, Item 6 Management’s Discussion and Analysis or Plan of Operations in
      our Annual Report on Form 10-KSB as amended by a Form 10-KSB/A for the year
      ended December 31, 2006.





**Item
      6.                                EXHIBITS**





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




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




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




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





*
      filed
      herewith


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          47




















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)





August
      14,
      2007                                                         
/s/ Jean Paul Roy


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


Jean
      Paul Roy


President
      and Chief Executive
      Officer


(Principal
      Executive Officer
      and Director)





August
      14,
      2007                                                         /s/
      Allan J. Kent


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


Allan
      J. Kent


Executive
      Vice President and Chief
      Financial Officer


(Principal
      Financial and
      Accounting)


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          48





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