UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q/A


Amendment
No. 1





(Mark
One)





þ
            
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended March 31, 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 May 14, 2007COMMON
      STOCK, PAR VALUE $.001 PER SHARE
            
            66,228,256























GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)


QUARTERLY
REPORT ON FORM 10-Q/A







This Form
10-Q/A Amendment No. 1 is being filed to amend the GeoGlobal Resources Inc. (the
“Company”) Quarterly Report on Form 10-Q for the three months ended March 31,
2007. The amendment arose out of a need to restate certain financial statements
previously filed with the Securities and Exchange Commission in order to correct
certain errors relating to the Company’s reporting of stock based compensation
in compliance with FAS 123R.




This Form
10-Q/A does not reflect events occurring after the filing of the original Form
10-Q or modify or update those disclosures.  Information not affected
by the amendment is unchanged and reflects the disclosure made at the time of
the original filing of the Form 10-Q with the Securities and Exchange Commission
on May 15, 2007.  The following items have been amended as a result of
the restatement:

















Table
of Contents





PagePART
      IItem
      1
            Financial
      Statements
            3Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            24Item
      4.
            Controls
      and Procedures
            43PART
      IIItem
      6.
            Exhibits
            43











PART
I.                      FINANCIAL
INFORMATION


ITEM
1.                      FINANCIAL
STATEMENTS





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      BALANCE SHEETS
              (Unaudited)March
      31, 2007
              US
      $
            
            
            December
      31, 2006
              US
      $Restated
              note
      6d
            
            
            Restated
              note
      6dAssetsCurrentCash
      and cash equivalents
            
            
            29,534,112
            
            
            
            32,362,978Accounts
      receivable
            
            
            159,753
            
            
            
            202,821Prepaids
      and deposits
            
            
            143,492
            
            
            
            31,23229,837,357
            
            
            
            32,597,031Restricted
      cash (note 9a)
            
            
            3,194,696
            
            
            
            3,590,769Property
      and equipment (note 3)
            
            
            522,521
            
            
            
            183,427Oil
      and gas interests, not subject to depletion (note 4)
            
            
            13,765,141
            
            
            
            12,121,33447,319,715
            
            
            
            48,492,561LiabilitiesCurrentAccounts
      payable
            
            
            439,234
            
            
            
            1,888,103Accrued
      liabilities
            
            
            271,130
            
            
            
            33,487Due
      to related companies (notes 7c, 7d and 7e)
            
            
            8,896
            
            
            
            33,605719,260
            
            
            
            1,955,195Stockholders' 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 eachIssued66,228,255
      common shares (December 31, 2006 – 66,208,255)
            
            
            51,637
            
            
            
            51,617Additional
      paid-in capital
            
            
            53,330,766
            
            
            
            52,900,900Deficit
      accumulated during the development stage
            
            
            (6,781,948
            )
            
            
            (6,415,151
            )46,600,455
            
            
            
            46,537,36647,319,715
            
            
            
            48,492,561See
      Commitments, Contingencies and Guarantees (note 9)
              The
      accompanying notes are an integral part of these Consolidated Financial
      Statements





Page
3





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF OPERATIONS
              (Unaudited)Three
      months
              ended
              Mar
      31, 2007
              US
      $
            
            
            Three
      months ended
              Mar
      31, 2006
              US
      $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007
              US
      $Restated
              note
      6d
            
            
            
            
            
            Restated
              note
      6dExpenses(notes 6b, 7c,
      7d and 7e)General
      and administrative
            
            
            472,576
            
            
            
            272,204
            
            
            
            3,468,218Consulting
      fees
            
            
            91,201
            
            
            
            78,917
            
            
            
            4,895,003Professional
      fees
            
            
            231,572
            
            
            
            35,741
            
            
            
            984,248Depreciation
            
            
            11,650
            
            
            
            9,689
            
            
            
            222,960806,999
            
            
            
            396,551
            
            
            
            9,570,429Other
      expenses (income)Consulting
      fees recovered
            
            
            --
            
            
            
            --
            
            
            
            (66,025
            )Equipment
      costs recovered
            
            
            --
            
            
            
            --
            
            
            
            (19,395
            )Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Foreign
      exchange (gain) loss
            
            
            (4,509
            )
            
            
            1,331
            
            
            
            22,038Interest
      income
            
            
            (435,693
            )
            
            
            (399,869
            )
            
            
            (2,682,871
            )(440,202
            )
            
            
            (398,538
            )
            
            
            (2,788,481
            )Net
      earnings (loss) and comprehensive earnings
      (loss)    for the period
            
            
            (366,797
            )
            
            
            1,987
            
            
            
            (6,781,948
            )Net earnings (loss) per share –
      basic and diluted(note 5f)
            
            
            (0.01
            )
            
            
            0.00








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


Page
4





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED
      STATEMENTS OF CASH FLOWSThree
      months
              ended
              Mar
      31, 2007
              US
      $
            
            
            Three
      months
              ended
              Mar
      31, 2006
              US
      $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007
              US
      $Restated
              note
      6d
            
            
            
            
            
            Restated
              note
      6dCash
      flows provided by (used in) operating activitiesNet
      earnings (loss)
            
            
            (366,797
            )
            
            
            1,987
            
            
            
            (6,781,948
            )Adjustments
      to reconcile net loss to net cash used
              in
      operating activities:Depreciation
            
            
            11,650
            
            
            
            9,689
            
            
            
            222,960Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation (note 6b)
            
            
            262,483
            
            
            
            85,095
            
            
            
            4,877,136Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            43,068
            
            
            
            (131,001
            )
            
            
            (84,753
            )Prepaids
      and deposits
            
            
            (112,260
            )
            
            
            53,111
            
            
            
            (143,492
            )Accounts
      payable
            
            
            124,033
            
            
            
            (32,200
            )
            
            
            158,684Accrued
      liabilities
            
            
            --
            
            
            
            --
            
            
            
            33,487Due
      to related companies
            
            
            (24,709
            )
            
            
            (81,356
            )
            
            
            (32,860
            )(62,532
            )
            
            
            (94,675
            )
            
            
            (1,793,014
            )Cash
      flows provided by (used in) investing activitiesOil
      and gas interests
            
            
            (1,496,603
            )
            
            
            (2,226,981
            )
            
            
            (10,452,652
            )Property
      and equipment:
            
            
            (350,744
            )
            
            
            (40,257
            )
            
            
            (786,053
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      cash (note 9a)
            
            
            396,073
            
            
            
            (36,374
            )
            
            
            (3,194,696
            )Changes
      in investing assets and liabilities:Cash
      call receivable
            
            
            --
            
            
            
            (18,421
            )
            
            
            --Accounts
      payable
            
            
            (1,572,903
            )
            
            
            294,077
            
            
            
            231,541Accrued
      liabilities
            
            
            237,643
            
            
            
            1,118,000
            
            
            
            237,643(2,786,534
            )
            
            
            (909,956
            )
            
            
            (10,846,751
            )Cash
      flows provided by (used in) financing activitiesProceeds
      from issuance of common shares
            
            
            20,200
            
            
            
            2,169,800
            
            
            
            46,251,690Share
      issuance costs
            
            
            --
            
            
            
            (13,552
            )
            
            
            (2,165,871
            )Changes
      in financing liabilities:Note
      payable (note 7a)
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            --
            
            
            
            (10,800
            )
            
            
            61,078Due
      to shareholder
            
            
            --
            
            
            
            --
            
            
            
            --Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            26,98020,200
            
            
            
            2,145,448
            
            
            
            42,173,877Net
      increase (decrease) in cash and cash equivalents
            
            
            (2,828,866
            )
            
            
            1,140,817
            
            
            
            29,534,112Cash
      and cash equivalents, beginning of period
            
            
            32,362,978
            
            
            
            36,037,388
            
            
            
            --Cash
      and cash equivalents, end of period
            
            
            29,534,112
            
            
            
            37,178,205
            
            
            
            29,534,112Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            83,453
            
            
            
            629,290
            
            
            
            83,453Term
      deposits
            
            
            29,450,659
            
            
            
            36,548,915
            
            
            
            29,450,65929,534,112
            
            
            
            37,178,205
            
            
            
            29,534,112Cash
      taxes paid during the period
            
            
            5,375
            
            
            
            15,550
            
            
            
            39,463The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
5
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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
three month period ended March 31, 2007 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2007.









Page
6
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


2.         Basis
of presentation (continued)




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.




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




March
      31, 2007
              US$
            
            
            December
      31, 2006
              US$Computer
      and office equipment
            
            
            324,419
            
            
            
            324,419Accumulated
      depreciation
            
            
            (180,732
            )
            
            
            (169,082
            )143,687
            
            
            
            155,337Office
      condominium deposit
            
            
            378,834
            
            
            
            28,090522,521
            
            
            
            183,427





On
November 21, 2006 the Company entered into a Memorandum of Understanding with
Creative InfoCity Ltd of Gandhinagar, India to acquire an office condominium of
approximately 11,203 sq. ft.  A deposit of US$378,834 was paid which
is reflected in the financial statements.  A formal purchase and sale
agreement has not yet been executed.


Page
7
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


4.         Oil
and Gas Interests


March
      31, 2007
              US$
            
            
            December
      31, 2006
              US$Restated
              note
      6d
            
            
            Restated
              note
      6dExploration
      – IndiaExploration
      costs incurred in:2002
            
            
            21,925
            
            
            
            21,9252003
            
            
            178,829
            
            
            
            178,8292004
            
            
            506,269
            
            
            
            506,2692005
            
            
            3,250,700
            
            
            
            3,250,7002006
            
            
            8,163,611
            
            
            
            8,163,61112,121,334
            
            
            
            12,121,3342007
            
            
            1,643,807
            
            
            
            --13,765,141
            
            
            
            12,121,334




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.




b)         Capitalized
overhead costs


Included
in the US$1,643,807 of exploration cost additions during the three months ended
March 31, 2007 (year ended December 31, 2006 – US$8,163,611) are certain
overhead costs capitalized by the Company in the amount of US$841,147 (year
ended December 31, 2006 – US$2,791,520) directly related to the exploration
activities in India.  The capitalized overhead amount includes
capitalized stock-based compensation of US$147,204 (year ended December 31, 2006
- US$1,424,225) (see note 6b) of which US$57,050 (year ended December 31, 2006 –
US$323,283) was for the account of a related party (see note
7c).  Further, the capitalized overhead amount includes US$548,943
(year ended December 31, 2006 - US$1,000,705) which was paid to third
parties.  The balance of US$145,000 was paid to and on behalf of a
related party (year ended December 31, 2006 – US$366,590) (see note
7c).  These costs are incurred solely by and on behalf of the Company
in providing its services under the Carried Interest Agreement (“CIA”) and are
therefore not reimbursable under the CIA (see note 4c).




c)
            Carried
      Interest Agreement


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




Under
      the terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s
      (“RGM”), a related party (see note 7b) proportionate share of capital
      costs for exploration and development activities will be recovered by GSPC
      without interest over the projected production life or ten years,
      whichever is less, from oil and natural gas produced on the Exploration
      Block. GeoGlobal is not entitled to any share of production until GSPC has
      recovered the Company's share of the costs and expenses that were paid by
      GSPC on behalf of the Company and
RGM.




As at
March 31, 2007, GSPC has incurred costs of Rs 140.40 crore (approximately
US$32.6 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.




Page
8
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 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 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
participating interest in the PSC-KG and a net 5% carried interest in the
CIA.  Under the terms of the PIA, until the GOI consent is obtained,
GeoGlobal retains the exclusive right to deal with the other parties to the
PSC-KG and the CIA and is entitled to make all decisions regarding the interest
assigned to RGM, RGM has agreed to be bound by and be responsible for the
actions taken by, obligations undertaken and costs incurred by GeoGlobal in
regard to RGM's interest and to be liable to GeoGlobal for its share of all
costs, interests, liabilities and obligations arising out of or relating to the
RGM interest.  RGM has agreed to indemnify GeoGlobal against any and
all costs, expenses, losses, damages or liabilities incurred by reason of RGM's
failure to pay the same.  Subject to obtaining the government consent
to the assignment, RGM is entitled to all income, receipts, credits,
reimbursements, monies receivable, rebates and other benefits in respect of its
5% interest which relate to the PSC-KG. GeoGlobal has a right of
set-off against sums owing to GeoGlobal by RGM.  In the event that the
Indian government consent is delayed or denied, resulting in either RGM or
GeoGlobal being denied an economic benefit it would have realized under the PIA,
the parties agreed to amend the PIA or take other reasonable steps to assure
that an equitable result is achieved consistent with the parties' intentions
contained in the PIA.  As a consequence of this transaction the
Company reports its holdings under the PSC-KG and CIA as a net 5% participating
interest ("PI").




e)         Deed
of Assignment and Assumption


On April
7, 2005, the Company entered into a Deed of Assignment and Assumption with GSPC
whereby, subject to the terms of the agreement, the Company agreed to acquire
and assume and GSPC agreed to assign a 20% PI in the onshore Tarapur exploration
block (CB-ON/2).  The assignment of the 20% PI was subject to
obtaining the consent of the GOI to the assignment, which consent was received
effective August 24, 2006.  As a condition to receiving the GOI
consent, the Company provided to the GOI an irrevocable letter of credit in the
amount of US$940,000 secured by a term deposit of the Company in the same amount
(see note 9a).  This amount represents the Company’s performance
guarantee for its 20% PI share of the estimated exploration costs budgeted for
the period April 1, 2007 through November 22, 2007.




Under the
terms of the Company's agreement with GSPC, the Company is to fund its 20% PI
share of all past exploration costs incurred on the Tarapur exploration
block.  As at March 31, 2007 US$3,972,765 (year ended December 31,
2006 - US$3,972,765)  has been included in oil and gas interests for
our PI share of costs incurred in the previous drilling of eight exploration
wells and a recently completed 500 sq. km. 3D seismic
acquisition.


Page
9
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


5.         Capital
Stock




a)         Common
shares


Number
      of
              shares
            Capital
      stock
              US
      $
            Additional
              paid-in
      capital
              US
      $Restated
              note
      6dBalance
      at  December 31, 2002
            1,000
            64
            --2003
      TransactionsCapital
      stock of GeoGlobal at August 29, 2003
            14,656,687
            14,657
            10,914,545Common
      shares issued by GeoGlobal to acquire
              GeoGlobal
      India
            34,000,000
            34,000
            1,072,960Share
      issuance costs on acquisition
            --
            --
            (66,850)Elimination
      of GeoGlobal capital stock in recognition of
              reverse
      takeover
            (1,000)
            (14,657)
            (10,914,545)Options
      exercised for cash
            396,668
            397
            101,253December
      2003 private placement financing (note 5c)
            6,000,000
            6,000
            5,994,000Share
      issuance costs on private placement
            --
            --
            (483,325)Stock-based
      compensation
            --
            --
            62,91355,052,355
            40,397
            6,680,951Balance
      as at December 31, 2003
            55,053,355
            40,461
            6,680,9512004
      TransactionsOptions
      exercised for cash
            115,000
            115
            154,785Broker
      Warrants exercised for cash (note 5c)
            39,100
            39
            58,611Stock-based
      compensation
            --
            --
            350,255154,100
            154
            563,651Balance
      as at December 31, 2004
            55,207,455
            40,615
            7,244,6022005
      TransactionsOptions
      exercised for cash
            739,000
            739
            1,004,6472003
      Purchase Warrants exercised for cash
            2,214,500
            2,214
            5,534,036Broker
      Warrants exercised for cash (note 5c)
            540,900
            541
            810,809September
      2005 private placement financing (note 5b)
            4,252,400
            4,252
            27,636,348Share
      issuance costs on private placement (note 5b)
            --
            --
            (1,541,686)Stock-based
      compensation
            --
            --
            4,354,2567,746,800
            7,746
            37,798,410Balance
      as at December 31, 2005
            62,954,255
            48,361
            45,043,0122006
      TransactionsOptions
      exercised for cash (note 5e(i))
            2,284,000
            2,285
            2,706,895Options
      exercised for notes receivable
            184,500
            185
            249,5252003
      Purchase Warrants exercised for cash (note 5d(i))
            785,500
            786
            1,962,964Share
      issuance costs
            --
            --
            (74,010)Stock-based
      compensation (note 6b)
            --
            --
            3,012,5143,254,000
            3,256
            7,857,888Balance
      as at December 31, 2006
            66,208,255
            51,617
            52,900,9002007
      TransactionsOptions
      exercised for cash (note 5e(i))
            20,000
            20
            20,180Stock-based
      compensation (note 6b)
            --
            --
            409,68620,000
            20
            429,866Balance
      as at March 31, 2007
            66,228,255
            51,637
            53,330,766


Page
10
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


5.         Capital
Stock (continued)




b)         September
2005 Financing


During
September 2005, GeoGlobal completed the sale of 3,252,400 Units of its
securities at US$6.50 per Unit, together with a concurrent sale of an additional
1,000,000 Units on the same terms, for aggregate gross cash total proceeds of
US$27,640,600.




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant ("2005 Purchase Warrant") entitles the holder to purchase one
additional common share for US$9.00, for a term of two years expiring September
2007.  The 2005 Purchase Warrants are subject to accelerated
expiration in the event that the price of the Company's common shares on the
American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the
resale of the shares included in the Units and issuable on exercise of the 2005
Purchase Warrants has been registered under the US Securities Act of 1933, as
amended (the “Act”), and the hold period for Canadian subscribers has
expired.  In such events, the warrant term will be reduced to 30 days
from the date of issuance of a news release announcing such accelerated
expiration of the warrant term.  At May 10, 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 were issued to Jones Gable & Company Limited entitling it to
purchase an additional 195,144 Units at an exercise price of US$6.50 per Unit
through their expiration in September 2007.  Compensation Options
are also subject to accelerated expiration on the same terms and conditions as
the warrants issued in the transaction.




c)         December
2003 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 Purchase Warrant"), entitles the holder to purchase one
additional common share for US$2.50, for a term of two years from date of
closing.  The 2003 Purchase Warrants are subject to accelerated
expiration 30 days after issuance of a news release to that effect in the event
that the common shares trade at US$4.00 or more for 20 consecutive trading days
and if the resale of the shares has been registered under the 1933 Act and the
hold period for Canadian subscribers has expired.  Also issued as
additional consideration for this transaction were 580,000 Broker
Warrants.




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




Page
11
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


5.         Capital
Stock (continued)




d)         Warrants


i)         2003
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 March 31,
2007, none of such Purchase Warrants remain to be exercised.




ii)         2005
Purchase Warrants


During
the three months ended March 31, 2007, none of the 2005 Purchase Warrants were
exercised, therefore all of the 2005 Purchase Warrants remained
outstanding, which if exercised, would result in the issuance of 2,126,200
common shares for gross proceeds of US$19,135,800.




iii)         Compensation
Option Warrants


During
      the three months ended March 31, 2007, none of the
      97,572 Compensation Option Warrants have been issued as a result of
      the Compensation Options not being exercised.  If the
      Compensation Options are exercised and the 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.




e)         Options


i)
            Stock
      Options


During
      the three months ended March 31, 2007, 20,000 (December 31, 2006 –
      2,468,500) options were exercised at a price of US$1.01 for gross proceeds
      of US$20,200 (December 31, 2006 -
US$2,709,180).




ii)         Compensation
Options


As at
March 31, 2007, none of the 195,144 Compensation Options were
exercised.  When fully exercised, the Compensation Options would
result in the issuance of 97,572 compensation option warrants, and the issuance
of 195,144 common shares for gross proceeds of US$1,268,436.




f)
            Weighted-average
      number of shares


For
purposes of the determination of net loss per share, the basic and diluted
weighted-average number of shares outstanding for the three months ended March
31, 2007 was 61,214,700 (three months ended March 31, 2006 –
58,542,772).  The number for the three months ended March 31, 2006 and
2005 excludes the 5,000,000 shares currently held in escrow.





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 March 31, 2007, the Company had 3,500,697
(December 31, 2006 – 3,650,697) common shares remaining for issuance under the
Plan.  The Board of Directors of the Company may amend or modify the
Plan at any time, subject to any required stockholder approval.  The
Plan will terminate on the earliest of: (i) 10 years after the Plan Effective
Date, being December 2008; (ii) the date on which all shares available for
issuance under the Plan have been issued as fully-vested shares; or, (iii) the
termination of all outstanding options in connection with certain changes in
control or ownership of the Company.




Page
12
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


6.         Stock
Options (continued)




b)         Stock-based
compensation


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




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




Three
      months
              ended
              Mar
      31, 2007
              US
      $
            
            
            Three
      months
              ended
              Mar
      31, 2006
              US
      $
            
            
            Period
      from
              Inception
              Aug
      21, 2002
              to
      Mar 31, 2007
              US
      $Restated
              note
      6d
            
            
            Restated
              note
      6d
            
            
            Restated
              note
      6dStock
      based compensationConsolidated
      Statements of OperationsGeneral
      and administrative
            
            
            268,666
            
            
            
            85,095
            
            
            
            1,317,143Consulting
      fees
            
            
            (6,183
            )
            
            
            --
            
            
            
            3,559,993262,483
            
            
            
            85,095
            
            
            
            4,877,136Consolidated
      Balance SheetsOil
      and gas interestsExploration
      costs - India
            
            
            147,204
            
            
            
            515,776
            
            
            
            3,312,489409,687
            
            
            
            600,871
            
            
            
            8,189,625




i)
            At
      January 1, 2006, the impact of the adoption of FAS123(R) required the
      Company to recognize a charge for past stock-based compensation options
      granted of US$367,596 over the next 3 years in accordance with their
      respective vesting periods.  For the three months ended March
      31, 2007, March 31, 2006 and for the period from inception August 21, 2002
      to March 31, 2007, US$14,073, US$85,095 and US$225,201, respectively of
      this charge was recognized in the Consolidated Statements of Operations as
      general and administrative expense resulting in an increase in the net
      loss and comprehensive loss for the periods in the same amount and no
      impact on the net loss per share – basic and diluted for the
      periods.  For the three months ended March 31, 2007 and March
      31, 2006, US$nil and US$33,713, respectively of this charge was recognized
      in the Consolidated Balance Sheets as Oil and gas interests, not subject
      to depletion.




Page
13
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


6.         Stock
Options (continued)






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




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




c)         Black-Scholes
Assumptions




During
the periods ended March 31, 2007 and 2006, no options were granted to the
Company's directors and employees under the terms of the 1998 Stock Incentive
Plan.




During
the periods ended March 31, 2007 and 2006, options of 150,000 and nil,
respectively, were granted to non-employee consultants in exchange for services
under the terms of the 1998 Stock Incentive Plan.   The Company
believes that the estimated fair value of the stock options more readily
measurable that the fair value of services rendered. The fair value of each
option granted to non-employee consultants is calculated at each reporting date
using the Black-Scholes option-pricing model.  Weighted average
assumptions used in the valuation are disclosed in the following
table:




Three
      months ended
              Mar
      31, 2007
              US
      $
            Three
      months ended
              Mar
      31, 2006
              US
      $Fair
      value of stock options granted (per option)
            $2.87
            $8.57Risk-free
      interest rate
            5.0%
            4.8%Volatility
            76%
            73%Expected
      life
            1.0
      years
            0.4
      yearsDividend
      yield
            0%
            --




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




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




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




Page
14
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


6.         Stock
Options (continued)




d)         Restatement


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




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




As
      Reported
            
            
            Adjustment
            
            
            As
      RestatedMar
      31, 2007
              US$
            
            
            
            
            
            Mar
      31, 2007
              US$
            
            
            Period
      of Inception to
              Dec
      31, 2006
              US$
            
            
            Mar
      31, 2007
              US$Balance
      SheetsOil
      and gas interests
            
            
            11,431,133
            
            
            
            
            
            
            (64,588
            )
            
            
            2,398,596
            
            
            
            13,765,141Additional
      paid-in capital
            
            
            47,662,044
            
            
            
            
            
            
            (154,351
            )
            
            
            5,823,073
            
            
            
            53,330,766Deficit
      accumulated
            
            
            (3,447,234
            )
            
            
            
            
            
            89,763
            
            
            
            (3,424,477
            )
            
            
            (6,781,948
            )Stockholders'
      equity
            
            
            44,266,447
            
            
            
            
            
            
            (64,588
            )
            
            
            2,398,596
            
            
            
            46,600,4553
      months ended
              Mar
      31, 2007
              US$
            
            
            Period
      of Inception to Mar 31, 2007
              US$
            
            
            3
      months
              ended
              Mar
      31, 2007
              US$
            
            
            Period
      of Inception to
              Mar
      31, 2007
              US$
            
            
            3
      months ended
              Mar
      31, 2007
              US$
            
            
            Period
      of Inception to
              Mar
      31, 2007
              US$Statements
      of OperationsGeneral
      & administrative
            
            
            387,000
            
            
            
            2,897,716
            
            
            
            85,576
            
            
            
            570,502
            
            
            
            472,576
            
            
            
            3,468,218Consulting
      fees
            
            
            266,540
            
            
            
            2,130,791
            
            
            
            (175,339
            )
            
            
            2,764,212
            
            
            
            91,201
            
            
            
            4,895,003Net
      loss and
              comprehensive
      loss
            
            
            (456,560
            )
            
            
            (3,447,234
            )
            
            
            89,763
            
            
            
            (3,334,714
            )
            
            
            (366,797
            )
            
            
            (6,781,948
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.01
            )
            
            
            
            
            
            
            0.00
            
            
            
            
            
            
            
            (0.01
            )3
      months
              ended
              Mar
      31, 2006
              US$
            
            
            Period
      of Inception to
              Mar
      31, 2006
              US$
            
            
            3
      months ended
              Mar
      31, 2006
              US$
            
            
            Period
      of Inception to
              Mar
      31, 2006
              US$
            
            
            3
      months ended
              Mar
      31, 2006
              US$
            
            
            Period
      of Inception to
              Mar
      31, 2006
              US$Statements
      of OperationsGeneral
      & Administrative
            
            
            187,109
            
            
            
            1,291,825
            
            
            
            85,095
            
            
            
            85,095
            
            
            
            272,204
            
            
            
            1,376,920Consulting
      fees
            
            
            78,917
            
            
            
            752,249
            
            
            
            --
            
            
            
            3,026,354
            
            
            
            78,917
            
            
            
            3,778,603Stock-based
      compensation
            
            
            118,808
            
            
            
            118,808
            
            
            
            (118,808
            )
            
            
            (118,808
            )
            
            
            --
            
            
            
            --Net
      loss and
              comprehensive
      loss
            
            
            (31,726
            )
            
            
            (1,871,710
            )
            
            
            33,713
            
            
            
            (2,992,651
            )
            
            
            1,987
            
            
            
            (4,864,361
            )Net
      loss per share
              -
      basic and diluted
            
            
            0.00
            
            
            
            
            
            
            
            0.00
            
            
            
            
            
            
            
            0.00




The
restatement had no impact on the Consolidated Statements of Cash Flows for the
periods ended March 31, 2007 and 2006 and for the period of inception of August
21, 2002 to March 31, 2007 and 2006, therefore, no changes have been
reflected.




Page
15
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


6.         Stock
Options (continued)




e)         Stock
option table


These
options 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
            Mar
      31/07
            Mar
      31/07mm/dd/yy
            US
      $
            US$
            mm/dd/yy
            mm/dd/yy
            #
            #
            #
            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
            202,500
            --
            iv)
      20,000 (e)
            182,500
            182,50001/17/05
            1.01
            0.38
            i)
      06/30/07
            05/31/07
            150,000
            --
            --
            150,000
            --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
            06/14/07
            200,000
            --
            --
            200,000
            --07/25/06
            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
            06/30/07
            10,000
            --
            --
            10,000
            --11/24/06
            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
            --3,517,500
            150,000
            20,000
            3,647,500
            1,659,166




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.


ii)
            During
      the three months ended March 31, 2007, the Company granted options to
      purchase 150,000 shares exercisable at $6.11 and expire on March 30, 2010,
      which vest in their entirety on the vesting
  dates.


iii)
            As
      at March 31, 2007, there were 3,647,500 options outstanding at various
      prices which, if exercised, would result in total proceeds of
      US$12,733,675.


iv)
            During
      the three months ended March 31, 2007, 20,000 options were exercised for
      gross cash proceeds of US$20,200.





7.         Related
Party Transactions




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




a)         Note
payable


On August
29, 2003, as part of an Acquisition, a US$2,000,000 promissory note was issued
to the sole shareholder of GeoGlobal India.  On each of August 29,
2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000 of the
note was repaid.  The promissory note was non-interest bearing and the
capital stock of GeoGlobal India collateralized the repayment of the
note.  The collateral has been released.




Page
16
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


7.         Related
Party Transactions (continued)




b)         Roy
Group (Mauritius) Inc.


Roy Group
(Mauritius) Inc. is related to the Company by common management and is
controlled by a director of the Company who is also a principal shareholder of
the Company.  On March 27, 2003, the Company entered into a
Participating Interest Agreement (see note 4d) with the related
party.




c)         Roy
Group (Barbados) Inc. (“Roy Group”)


Roy Group
is related to the Company by common management and is controlled by a director
of the Company who is also a principal shareholder of the Company.  On
August 29, 2003, the Company entered into a Technical Services Agreement ("TSA")
with Roy Group to provide services to the Company as assigned by the Company and
to bring new oil and gas opportunities to the Company.  On January 31,
2006, the terms of the agreement were amended to extend the term of the
agreement from August 31, 2006 to December 31, 2007.  Roy Group
receives consideration of US$350,000 per year, as outlined and recorded
below:




Three
      months
              ended
              Mar
      31, 2007
            
            
            Three
      months
              ended
              Mar
      31, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007US
      $
            
            
            US
      $
            
            
            US$Consolidated
      Statements of OperationsConsulting
      fees
            
            
            17,500
            
            
            
            17,500
            
            
            
            216,167Consolidated
      Balance SheetsOil
      and gas interestsExploration
      costs - India (note 4b)
            
            
            70,000
            
            
            
            70,000
            
            
            
            864,66687,500
            
            
            
            87,500
            
            
            
            1,080,833




During
the three months ended March 31, 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
            
            
            14,263
            
            
            
            --
            
            
            
            95,084Consolidated
      Balance SheetsOil
      & gas interestsExploration
      costs - India (note 4b)
            
            
            57,050
            
            
            
            --
            
            
            
            380,33371,313
            
            
            
            --
            
            
            
            475,417




Roy Group
was also reimbursed 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
      Statement of OperationsGeneral
      and administrative
            
            
            --
            
            
            
            34,100
            
            
            
            153,539Consolidated
      Balance SheetsAccounts
      receivable
            
            
            --
            
            
            
            --
            
            
            
            21,597Oil
      & gas interestsExploration
      costs - India (note 4b)
            
            
            75,000
            
            
            
            35,738
            
            
            
            459,387Property
      and equipment
            
            
            --
            
            
            
            --
            
            
            
            37,59575,000
            
            
            
            69,838
            
            
            
            672,118




At March
31, 2007 the Company owed Roy Group (Barbados) Inc. US$2,326 (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
17
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


7.         Related
Party Transactions (continued)




d)         D.I.
Investments Ltd. (“DI”)


DI is
related to the Company by common management and is controlled by a director of
the Company.  DI charged consulting fees up to December 31, 2006 for
management, financial and accounting services rendered, as outlined and recorded
below:




Three
      months
              ended
              Mar
      31, 2007
            
            
            Three
      months
              ended
              Mar
      31, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007US
      $
            
            
            US
      $
            
            
            US$Consolidated
      Statements of OperationsConsulting
      fees
            
            
            --
            
            
            
            46,250
            
            
            
            516,715




During
the three months ended March 31, 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
            
            
            1,125
            
            
            
            13,181
            
            
            
            180,195Travel,
      hotel, meals and entertainment
            
            
            --
            
            
            
            92
            
            
            
            48,686Consolidated
      Balance SheetsAccounts
      receivable
            
            
            67
            
            
            
            4,130
            
            
            
            27,456Property
      and equipment
            
            
            --
            
            
            
            --
            
            
            
            4,1071,192
            
            
            
            17,403
            
            
            
            260,444




At March
31, 2007, the Company owed DI US$1,333 (December 31, 2006 –US$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.




Page
18
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


7.         Related
Party Transactions (continued)




e)         Amicus
Services Inc. (“Amicus”)


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




Three
      months
              ended
              Mar
      31, 2007
            
            
            Three
      months
              ended
              Mar
      31, 2006
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Mar 31, 2007US
      $
            
            
            US
      $
            
            
            US$Consolidated
      Statements of OperationsConsulting
      fees
            
            
            13,550
            
            
            
            13,882
            
            
            
            150,666




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
            
            
            6,233
            
            
            
            --
            
            
            
            10,701Consolidated
      Balance SheetsAccounts
      receivable
            
            
            742
            
            
            
            692
            
            
            
            11,016Property
      and equipment
            
            
            --
            
            
            
            --
            
            
            
            1,5996,975
            
            
            
            692
            
            
            
            23,316




At March
31, 2007, the Company owed Amicus Services Inc. US$5,237 (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.





8.         Segmented
Information




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




Mar
      31, 2007
              US
      $
            
            
            December
      31, 2006
              US
      $Oil
      & gas interestsIndia
            
            
            13,765,141
            
            
            
            12,121,334





Page
19
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


9.         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:




March
      31, 2007
            
            
            December
      31, 2006US
      $
            
            
            US
      $Exploration
      BlockMehsana
            
            
            155,000
            
            
            
            711,445Sanand/Miroli
            
            
            910,000
            
            
            
            905,000Ankleshwar
            
            
            950,000
            
            
            
            600,000Tarapur
            
            
            940,000
            
            
            
            1,200,000DS
            
            
            175,000
            
            
            
            110,0003,130,000
            
            
            
            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$34,696
      (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.




Page
20
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


9.         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$28.0 million for all four
blocks over the four years of Phase I.  The Production Exploration
Licenses ("PELs") have not yet been issued on 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.


4)
            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.




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


The first
phase of the exploration period relating to the PSC for the KG Offshore Block
has expired without the required minimum of at least fourteen wells being
drilled during the first phase.  GSPC, as operator and on behalf of
the contracting parties, is engaged in seeking from the GOI its consent to an
extension of the expiration date of the first phase of the exploration period
and is also seeking to proceed to the second phase of the exploration period
without relinquishing any of the contract area at the end of the first phase. In
connection with the process of seeking these consents, on February 24, 2006, the
management committee for the KG Offshore Block, which includes members
representing the GOI, recommended a further extension of the first phase of
twelve months to March 11, 2007.  On February 9, 2007, GSPC proposed
to the Directorate General of Hydrocarbons, a body under the Ministry of
Petroleum & Natural Gas (“DGH”) and to the GOI that the contracting parties
proceed to the next exploration phase (Phase II) upon completion of Phase I
which was expiring on March 11, 2007.  It was also requested, on
behalf of the contracting parties, to not relinquish any of the contract area at
the end of Phase I.  On March 12, 2007, DGH noted the option of GSPC,
on behalf of the contracting parties, to enter Phase II and advised that entry
into Phase II, effective March 12, 2007, is subject to the following conditions:
(1) any decision by the GOI on the substitution of the work program of Phase I
will be binding on the contracting parties; and (2) any decision by the GOI on
relinquishment of the 25% of original contract Area (ie. 462 sq. kms.) under the
PSC would be binding on the contracting parties.  The extension of
Phase I for the 18 months to March 11, 2007 would be deducted from Phase
II.  As such, Phase II would have a term of one year and expire March
11, 2008 and four additional exploration wells would be required to be drilled
between 1,100 and 2,850 meters before the end of Phase II to meet the Phase II
minimum work commitment.  As at May 10 2007, six exploratory wells
have been drilled on the exploration block leaving eight exploration wells to be
drilled to complete the Phase I commitment and four exploration wells to be
drilled to complete the Phase II commitment.




Page
21
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


9.         Commitments,
Contingencies and Guarantees (continued)




A seventh
exploratory well, the KG#28 is also being drilled 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.   An eighth exploration
well, the KG#30 commenced drilling on May 8, 2007 on the exploration
block.  Approval of the extension and the entering into of the second
phase of exploration under the PSC without relinquishment of any portion of the
contract area from the GOI is currently outstanding.




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




The
termination of the PSCby the GOI would result
in our loss of our interest in the KG Offshore Block other than areas determined
to encompass "commercial discoveries".  The PSC sets forth procedures
whereby the operator can obtain the review of the management committee under the
PSC as to whether a discovery on the exploration block should be declared a
commercial discovery under the PSC.  Those procedures have not been
completed at present with respect to the discovery on the KG Offshore Block and,
accordingly, as of May 10, 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 March
31, 2007 amount to US$4,017,095 (December 31, 2006 - US$3,111,676).




d)
            Tarapur
      Block


As
      the holder of a participating interest in the Tarapur Block, the Company
      is required to fund its 20% share of all exploration and development costs
      incurred on the exploration block.  To March 31, 2007,
      US$3,972,765 (year ended December 31, 2006 - US$3,972,765) has been
      incurred under the terms of the Company's agreement with
      GSPC.  The Company has budgeted to expend approximately US$2.7
      million for exploration activities under the terms of the agreement over
      the period April 1, 2007 to November 22, 2007. These activities include
      the drilling of 3 exploration wells and the acquisition of 90 sq kms of
      3-D seismic.  Under the terms of the agreement, the Company is
      required to keep in force a financial and performance guarantee securing
      its performance under the Tarapur
PSC.




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.




.





Page
22
 GeoGlobal
Resources Inc.
 (a
development sate enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 March
31, 2007


10.         Comparative
figures




a)
            As
      the Company is in its development stage, these figures represent the
      accumulated amounts of the continuing entity for the period from inception
      August 21, 2002 to March 31, 2007.




b)
            Certain
      comparative figures have been restated and reclassified to conform with
      the presentation adopted in the current period.  The restatement
      is due to an error in the classification of stock-based
      compensation.  The impact of this restatement in the period
      ending March 31, 2006 was a reduction of US$33,713 in the net loss and
      comprehensive loss for the period from US$31,726 to a net earnings and
      comprehensive earnings for the period of
  US$1,987.





11.         Recent
Accounting Standards




a)         Fair
Value Measurements


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




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


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





Page
23


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





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 March 31, 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 May
14, 2007, we have not reported any proved reserves of oil or natural
gas.  We have entered into ten PSCs as set out below.  Each
PSC relates to a separate drilling block onshore or offshore India and each
provides for multi-year and multi-phase exploration and drilling
activities.  Exploration and development activities pursuant to the
terms of these agreements are expected to continue throughout 2007





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
      area is located 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 area includes two agreements located 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 area is located 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.




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


Page
24


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.





Restatement


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







A
COMPARISON OF OUR OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2007 TO
MARCH 31, 2006





Statements
of Operations


Three
months ended March 31, 2007 and 2006


During
the three months ended March 31, 2007, we had expenses of $806,999 compared with
expenses of $396,551 during the three months ended March 31,
2006.  This increase is primarily the result of our continuing
increase in the scale of our participation in oil and gas exploration
activities.




Our
general and administrative expenses increased to $472,576 from
$272,204.  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 approximately $100,000 in our
compensation cost for stock-based compensation arrangements with employees and
directors being expensed over their respective vesting period.




Our
consulting fees increased to $91,201 during the three months ended March 31,
2007 from $78,917 for the three month period ended March 31,
2006.  This increase is comprised of our increased scale of
participation in oil and gas exploration activities, offset by a recovery of
compensation costs for stock-based compensation with consultants has been
recognized in 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, test 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 $231,572 during the three months ended March 31, 2007 from
$35,741 during the three months ended March 31, 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 approximately $160,000 increase in our fees paid to our
auditors for additional work incurred in providing our audit services as well as
testing of our internal controls as required by Section 404 of the Sarbanes Oxley Act during the three month
period ending March 31, 2007 as compared to 2006.




Our other
expenses and income during the three months ended March 31, 2007 resulted in
income of $440,202 versus $398,538 for the same period in 2006.  This
increase in mostly attributed to an increase in interest income to $435,693 from
$399,869 for the three months ended March 31, 2006 which is directly related to
the increase in US prime interest rate as compared to 2006.  Included
in other expenses and income is a foreign exchange gain of $4,509 as compared to
a loss in 2006 of $1,331.




Reflecting
the increase in expenses due to the increase in our overall oil and gas
activities offset by our increase in interest income during the three months
ended March 31, 2007 as compared to the three months ended March 31, 2006, our
net loss increased to $366,797 as compared to net earnings of $1,987 in
2006.




Page
25


We
capitalized overhead costs directly related to our exploration activities in
India.  During the three months ended March 31, 2007, these
capitalized overhead costs were $841,147 as compared to $1,049,567 during the
three months ended March 31, 2006.  This decrease is mostly attributed
to $147,204 being the capitalized portion of the stock-based compensation for
the three months ended March 31, 2007 versus $515,776 for the same period in
2006, offset by the increase consistent with the increased scale of our
participation in oil and gas exploration activities.





Liquidity
and Capital Resources


At March
31, 2007, our cash and cash equivalents were $29,534,112 (December 31, 2006 -
$32,362,978).  The majority of these funds are currently held as US
funds in our bank accounts and in term deposits earning interest based on the US
prime rate.





Three
months ended March 31, 2007 and 2006


The
decrease in our cash and cash equivalents of $2,828,866 from $32,362,978 at
December 31, 2006 is primarily the result of funds used in operating and
investing activities and provided by financing activities as
follows:




Our net
cash used in operating activities during the three months ended March 31, 2007
was $62,532 as compared to $94,675 for the three months ended March 31,
2006.  This decrease is mostly as a result of an increase in our
stock-based compensation costs and our operating accounts payable, offset by an
increase in our net loss for the period 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 March 31, 2007 was
$2,786,534 as compared to $909,956 during the three months ended March 31,
2006.  This increase is a result of additional expenditures on our oil
and gas activities which is consistent with the increased scale of our
participation.




Cash
provided by financing activities for the three months ended March 31, 2007 was
$20,200 as compared to $2,145,448 during the three months ended March 31,
2006.  During the three months ended March 31, 2007, cash of $20,200
was provided from the issuance of 20,000 shares of common stock on the exercise
of options in the first quarter of 2007.  During the prior quarter
ended March 31, 2006, cash of $206,050 was provided from the issuance of 195,000
shares of common stock on the exercise of options and $1,963,750 from the
issuance of 785,500 common shares on the exercise of the 785,500 remaining 2003
Purchase Warrants, net of share issuance costs of $13,552.





Our
Krishna Godavari Basin Agreements and Exploration Activities





The KG Offshore Block and
Our Carried Interest Agreement


At March
31, 2007, GSPC, the operator of the KG Offshore Block, has expended on
exploration activities approximately $32.6 million attributable to us under the
PSC and the Carried Interest Agreement (“CIA”) as compared to $26.1 million at
December 31, 2006.  Of this amount, 50% is for the account of Roy
Group (Mauritius) Inc. (“RGM”) under the terms of our Participating Interest
Agreement with RGM, which leaves us with a net 5% interest.  Under the
terms of the CIA, GeoGlobal and RGM are carried by GSPC for 100% of all our
share of any costs during the exploration phase on the KG Offshore Block prior
to the start date of initial commercial production.




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




Page
26


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


The first
phase of the exploration period relating to the PSC for the KG Offshore Block
has expired without the required minimum of at least fourteen wells being
drilled during the first phase.  GSPC, as operator and on behalf of
the contracting parties, is engaged in seeking from the GOI its consent to an
extension of the expiration date of the first phase of the exploration period
and is also seeking to proceed to the second phase of the exploration period
without relinquishing any of the contract area at the end of the first phase. In
connection with the process of seeking these consents, on February 24, 2006, the
management committee for the KG Offshore Block, which includes members
representing the GOI, recommended a further extension of the first phase of
twelve months to March 11, 2007.  On February 9, 2007, GSPC proposed
to the Directorate General of Hydrocarbons, a body under the Ministry of
Petroleum & Natural Gas (“DGH”) and to the GOI that the contracting parties
proceed to the next exploration phase (Phase II) upon completion of Phase I
which was expiring on March 11, 2007.  It was also requested, on
behalf of the contracting parties, to not relinquish any of the contract area at
the end of Phase I.  On March 12, 2007, DGH noted the option of GSPC,
on behalf of the contracting parties, to enter Phase II and advised that entry
into Phase II, effective March 12, 2007, is subject to the following conditions:
(1) any decision by the GOI on the substitution of the work program of Phase I
will be binding on the contracting parties; and (2) any decision by the GOI on
relinquishment of the 25% of original contract Area (ie. 462 sq. kms.) under the
PSC would be binding on the contracting parties.  The extension of
Phase I for the 18 months to March 11, 2007 would be deducted from Phase
II.  As such, Phase II would have a term of one year and expire March
11, 2008 and four additional exploration wells would be required to be drilled
between 1,100 and 2,850 meters before the end of Phase II to meet the Phase II
minimum work commitment.  As at May 14 2007, six exploratory wells
have been drilled on the exploration block leaving eight exploration wells to be
drilled to complete the Phase I commitment and four exploration wells to be
drilled to complete the Phase II commitment.  A seventh exploratory
well, the KG#28 is also being drilled 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.   An eighth exploration well, the KG#30
commenced drilling on May 8, 2007 on the exploration block.  Approval
of the extension and the entering into of the second phase of exploration under
the PSC without relinquishment of any portion of the contract area from the GOI
is currently outstanding.




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




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




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





Page
27


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
May 14, 2007, the Saipem Perro Negro 3 drilling rig has drilled five exploratory
wells and is currently drilling one 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 will be 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 and it is currently being drilled
directionally to an intended total vertical depth (“TVD”) of approximately 5,050
meters deviating approximately 1,500 meters East of the KG#8 wellhead
location.




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 the KG#16 exploratory
well.  This is the first exploratory well to be drilled using the
Atwood Beacon rig.  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 (“MD”).  A
complete suite of modern logs have been run and the well is currently being
cased with a 7 inch liner to TD.  A testing program has been designed
based upon independent log analyses, as well as core samples, MDT’s (“Modular
Formation Dynamics Tester”) and hydrocarbon show while drilling.  The
testing program is expected to commence before the end of the May.




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.  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.




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.




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 intended to be drilled vertically in shallow waters of
approximately 45 meters to a TVD of approximately 4,200 meters.  The
KG#30 will be the first exploratory well to test the deepest part of the
northern graben in the KG Offshore Block.





The KG Onshore Block
Agreement


OIL, as
operator for this KG Onshore Block is in the process of applying for the
Production Exploration License ("PEL"), 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 LKM 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.


Page
28


Cambay Basin Agreements and
Drilling Activities


At March
31, 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 sq kms of 3D seismic data, reprocess 650 LKM 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 May 14, 2007, two of the
seven exploration wells have been drilled on this block, the first being CB-2
well drilled to a TVD of 2,500 meters and the second, CB-3 well drilled to a TVD
of 2,350 meters.  Both of these wells did not proceed into a testing
program and were subsequently abandoned.  Results of these wells are
currently being evaluated before proceeding to the next drilling
location.




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 March
31, 2007, we have incurred costs of approximately $1.3 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 sq kms of 3-D
seismic data, reprocess 1,000 LKM’s 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 3,000 meters, of which two have been
drilled and one is currently drilling as of May 14, 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 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.  As of May 14, 2007, the well has been logged and
will undergo testing.  The same rig spud a second well, the M4 well,
on February 24, 2007 which was drilled to a TVD of 2,226 meters.  This
well was logged, cased and is currently being tested.  A third well,
the M2 well, commenced drilling using the DRIPL 1500 HP rig on March 26, 2007
and as of May 14, 2007, the well had not reached its intended TVD of 3,300
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.  Final consent to this extension is
awaiting GOI approval.




Page
29


As at
March 31, 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% PI.





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, a
substantial portion of which as at May 14 is near completion.  In
addition, we are to drill 14 exploratory wells between 1,500 to 2,500
meters.  As at March 31, 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 we anticipate will
include the drilling of 8 of the 14 exploratory wells, will be approximately
$2.7 million based on our 10% PI.





Tarapur
Block


Through
May 14, 2007, GSPC has drilled eight exploratory wells on this block, of which,
three wells have been abandoned.  The Tarapur 1, 5, 7, G, and P have
been suspended awaiting a possible future development program.  On
April 26, 2007, GSPC commenced drilling the TS-4 exploratory well with the DALMA
MR#1 rig to an estimated TVD of 2,700 meters.  GSPC further commenced
drilling the Tarapur 6 exploratory well on April 28, 2007 to an estimated TVD of
1,750 meters to delineate the extent of the Tarapur G discovery before the
submission of a two-well appraisal program to the GOI under the terms of the
PSC.  GSPC plans on bringing to the block, one more drilling rig and
drilling an additional five exploratory wells before the expiry of the PSC on
November 22, 2007.




To March
31, 2007, we have incurred costs of approximately $4.0 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 exploration
activities on this block, which will include the drilling of these seven wells
over the period April 1, to November 22, 2007 based on our 20% PI will be
approximately $2.7 million.




Financial
Commitments


In
connection with these four 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) (December 31, 2006 - $2,216,445)
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 Cambay
Basin Agreements.





The
Deccan Syneclise Basin Agreements and Drilling Activities





DS 03
Block


Under the
terms of the PSC for the DS 03 Block, the work commitment under Phase I which
commenced September 4, 2006, is to complete a gravity magnetic and geochemical
survey and acquire an aero magnetic survey of 12,000 LKM’s.  We will
be required to fund our 100% participating interest of the costs incurred in
these activities originally estimated to be approximately $625,000 over the
three years of the first phase.  As at March 31, 2007, we have
incurred costs of approximately $120,000 on this block.




Page
30


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 PI in this
PSC.  As at March 31, 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, 2006
to March 31, 2007 of Phase I of these Cambay Blocks.





DS 04
Block


We, as
operator for this DS 04 Block have submitted application for the PEL to the
State of Maharashtra on May 2, 2007 which when issued will allow us to commence
the Phase I commitment work program.  Under the PSC for the DS 04
Block, 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.





The
Rajasthan Basin Agreements and Drilling Activities





OIL, as
operator for both these exploration blocks is in the process of applying for the
PEL, 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 RJ Block 20 and RJ Block 21
consist of reprocessing of 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 May 14, 2007, we have no
specific plans to join with others in bidding for any specific PSCs in
India.  We expect that our interest in any such ventures would involve
a minority PI in the venture.  In addition, as opportunities arise, we
may seek to acquire minority PI's in exploration blocks where PSCs have been
heretofore awarded by the GOI.  The acquisition of any such interests
would be subject to the execution of a definitive agreement and obtaining the
requisite government consents and other approvals.




We may
during the year 2007 seek to participate in joint venture bidding for the
acquisition of oil and gas interests in other international
countries.  As of May 14, 2007, we have not been awarded any such
interests




We expect
to continue with our drilling activities in our KG Offshore Block and Cambay
Blocks during 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 the first phase.  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, the expiry of our PSC covering the Tarapur
Block.




Page
31


Depending
upon the scope of our activities during the year 2007, 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 PIs 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 PI.   As the holder of a
PI in any such activities, it can be expected that we will be required to
contribute capital to any such ventures in proportion to our percentage
interest.




As of May
14, 2007, the scope of any possible such activities has not been definitively
established and, accordingly, we are unable to state the amount of any funds
that may be required for these purposes.  As of that date, no specific
plans or arrangements have been made to raise additional capital and we have not
entered into any agreements in that regard.  We expect that if we seek
to raise additional capital it will be through the sale of equity
securities.  As of May 14, 2007, we are unable to estimate the terms
on which any such capital may be raised, the price per share or possible number
of shares involved.




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





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 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 captions "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Risk Factors".  If our plans fail to materialize, your investment
will be in jeopardy.


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32


·
            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 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.


·
            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 Report on Form 10-KSB as amended by Form 10-KSB/A for
the year ended December 31, 2006, 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 Quarterly Report, 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 Quarterly Report.




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 May 14,
2007, a venture in which we have a net 5% carried interest has drilled and
abandoned two wells; has drilled tested and cased three wells; is currently
casing and testing one well; and is currently drilling two wells.  Two
ventures that we have a 10% PI have drilled and abandoned two wells; are in the
testing phase of two wells; and are currently drilling one well.  One
venture that we have a 20% PI has drilled eight wells of which three have been
abandoned and five have been suspended awaiting a possible future development
program and are currently drilling two 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 will result in any
discovery of hydrocarbons or that any hydrocarbons that are discovered will be
in commercially recoverable quantities.  In addition, the




Page
33


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 May 14, 2007, there are no or limited facilities for the delivery and storage
of hydrocarbons on the areas covered by our PSCs.  The presence of
hydrocarbon reserves on contiguous properties is no assurance or necessary
indication that hydrocarbons will be found in commercially marketable quantities
on the exploration blocks in which we hold an interest.  Our
exploration opportunities are highly speculative and should any of these
opportunities not result in the discovery of commercial quantities of oil and
gas reserves, our investment in the venture could be lost.




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





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.





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


Our PSC
relating to the KG Offshore Block provides that by the end of the first phase of
the exploration phase the contracting parties shall have drilled at least
fourteen wells.  The first phase of the exploration period relating to
the PSC for the KG Offshore Block has expired without the required minimum of at
least fourteen exploration wells being drilled during the first
phase.  GSPC, as operator and on behalf of the contracting parties, is
engaged in seeking from the GOI its consent to an extension of the expiration
date of the first phase of the exploration period and is also seeking to proceed
to the second phase of the exploration period without relinquishing any of the
contract area at the end of the first phase. In connection with the process of
seeking these consents, on February 24, 2006, the management committee for the
KG Offshore Block, which includes members representing the GOI, recommended a
further extension of the first phase of twelve months to March 11,
2007.  On February 9 2007, GSPC proposed to the Directorate General of
Hydrocarbons, a body under the Ministry of Petroleum & Natural Gas (“DGH”)
and to the GOI that the contracting parties proceed to the next exploration
phase (Phase II) upon completion of Phase I which was expiring on March 11,
2007.  It was also requested, on behalf of the contracting parties, to
not relinquish any of the contract area at the end of Phase I.  On
March 12, 2007 DGH noted the option of GSPC, on behalf of the contracting
parties, to enter phase two and advised that entry into phase two, effective
March 12, 2007, is subject to the following conditions: (1) Any decision by the
GOI on the substitution of the Work Program of Phase I will be binding on the
contracting parties; and (2) Any decision by the GOI on relinquishment of the
25% of original contract Area (ie. 462 sq. kms.) under the PSC would be binding
on the contracting parties.  The extension of the first phase for the
18 months to March 11, 2007 would be deducted from the next succeeding
exploration phase.  As such the second




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34


phase
would have a term of one year and expire March 11, 2008.  As at May
14, 2007, six exploratory wells have been drilled on the exploration block
leaving eight exploration wells to be drilled.  A seventh well, the
KG#28 is also being drilled on the exploration block, but has been classified by
the management committee as an appraisal well for the purposes of the
PSC.  An eighth exploration well, the KG#30 commenced drilling on May
8, 2007 on the exploration block.  Approval of the extension and the
entering into the second phase of exploration under the PSC without
relinquishment of any portion of the contract area from the GOI is currently
outstanding.  Unless this approval is granted, the Company 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 the Company has been advised by
GSPC there is no precedence,may be deemed by the
GOI to be a failure to comply with the provisions of the contract in a material
particular.




The
termination of the PSCby the GOI would result
in the loss of the Company’s 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 May 14, 2007, no areas on the KG
Offshore Block have been determined formally to encompass "commercial
discoveries"as that
term is defined under the PSC.




In the
event the PSC is terminated by the Government of India, or in the event the work
program is not fulfilled by the end of the relevant exploration phase, the PSC
provides that each party to the PSC is to pay to the GOI its participating
interest share of an amount which is equal to the amount that would be required
to complete the minimum work program for that phase.  We are of the
view that GSPC, under the terms of our CIA, would be liable for our
participating interest share of the amount required to complete the minimum work
program for the phase.




The PSC
relating to 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 and 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.




The PSC
relating to the Sanand/Miroli Block expired without the required minimum of
twelve wells having been drilled.  On January 29, 2007 the management
committee under the PSC for the Sanand/Miroli Block 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.  Final consent to this
extension is awaiting GOI approval.




Page
35




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.




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.  Through May 14, 2007,
we abandoned two wells drilled on the KG Offshore Block, two wells on the
Mehsana Block and three wells on the Tarapur Block and it is likely that in some
future quarter our stage of development or 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.




Page
36


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




As of
March 31, 2007, we had cash and cash equivalents of approximately $29.5
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 2007 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 PSCs we may
seek to enter into or any expanded scope of our operations or other transactions
that we may enter into may require us to fund our participation or capital
expenditures with amounts of capital not currently available to
us.  We may be unsuccessful in raising the capital necessary to meet
these capital requirements.  There can be no assurance that we will be
able to raise the capital.




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 the 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 May
14, 2007, our Directors and executive officers and their respective affiliates,
in the aggregate, beneficially hold 32,523,667 shares or approximately 49.1% 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.





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37


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 him.  At present, Mr. Kent’s services are
provided through an oral agreement. Accordingly, these agreements do not contain
any provisions whereby Mr. Roy and Mr. Kent have direct contractual obligations
to us to provide services or refrain from 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.  We have
no agreement directly with Mr. Roy regarding his services to us.





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 blocks in which we are the operator.  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, as of May 14, 2007, 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.


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38




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.  At May 14, 2007, we have failed to
      complete phase one work programs under three of our PSCs within the time
      periods agreed.  We have applied to the GOI for extensions of
      these allotted time periods and are awaiting the GOI
    response.




·
            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 establishing 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.





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39


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.




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40




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 three 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.





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41


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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42


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 within 90
days of the filing date of this annual 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.




Based on
the restatement of these financial statements for the period ended March 31,
2007 due to an error in the classification for stock-based compensation for
non-employee consultants, the Chief Executive Officer and the Chief Financial
Officer have concluded that the Company's disclosure controls and procedures
were not effective as of March 31, 2007.








PART
II


OTHER
INFORMATION





ITEM
6.                      EXHIBITS





1.01*
            Production Sharing Contract datedMarch2, 2007, between the Government of
      India,Oil India
      LimitedandGeoGlobal Resources
      (Barbados) Inc. with respect to Exploration block
      KG-ONN-2004/1


1.01.1*
            Letter
      Agreement dated September 14, 2006 between Oil India Limited and the
      Company with respect to the acquisition of an additional 15% participating
      interest in Exploration block
KG-ONN-2004/1


1.02*
            Production Sharing Contract datedMarch2, 2007, between the Government of
      India,Oil India
      LimitedandGeoGlobal Resources
      (Barbados) Inc.with
      respect to Exploration block
RJ-ONN-2004/2


1.03*
            Production Sharing Contract datedMarch2, 2007, between the Government of
      India,Oil India
      Limited,Hindustan Petroleum Corpn.
      Ltd.andGeoGlobal Resources
      (Barbados) Inc with respect to Exploration block
      RJ-ONN-2004/3


1.04*
            Production Sharing Contract datedMarch2, 2007, between the Government of India
      andGeoGlobal
      Resources (Barbados) Inc.with
      respect to Exploration Block
DS-ONN-2004/1


31.1(1)
            Certification of President and Chief Executive Officer
      Pursuant to Rule 13a-14(a)


31.2(1)
            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
      as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended
      March 31, 2007 originally filed on May 15,
2007


(1)           filed
herewith


Page
43








SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.











GEOGLOBAL RESOURCES
INC.


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


(Registrant)





June 19,
2008                                           
/s/ Jean Paul Roy


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


Jean Paul Roy


President and Chief Executive
Officer


(Principal Executive Officer
and Director)





June 19,
2008                                           /s/
Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Principal Financial and
Accounting)


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44