UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





(Mark
One)





þ
            
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended September 30, 2008;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
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




YES
      [X]
            NO
      [  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).




Large
      accelerated filer
            
            Accelerated
      filer
            þ
            Non-accelerated
      filer





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




YES
      [ ]
            NO
      [X]




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




Class
            
            Outstanding
      at November 6, 2008COMMON
      STOCK, PAR VALUE $.001 PER SHARE
            
            72,805,756











GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)


QUARTERLY
REPORT ON FORM 10-Q





TABLE
OF CONTENTS





Page
      No.PART
      I
            
            FINANCIAL
      INFORMATIONItem 1.
            
            Financial
      StatementsConsolidated Balance Sheets as of September 30, 2008
      and
              December 31, 2007 (Unaudited)
            
            3Consolidated Statements of Operations for the three months and
      nine months ended September 30, 2008 and September 30, 2007 and for the
      period from inception on  August 21, 2002 to September 30, 2008
      (Unaudited)
            
            4Consolidated Statements of Changes in Stockholders' Equity
      (Unaudited)
            
            5Consolidated Statements of Cash Flows for the three months
      and nine months ended September 30, 2008 and September 30, 2007 and for
      the period from inception on August 21, 2002 to September 30, 2008
      (Unaudited)
            
            6Notes to the Consolidated Financial Statements as at
      September 30, 2008 (Unaudited)
            
            7-21Item 2.
            
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            22Item 3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            32Item 4.
            
            Controls
      and Procedures
            
            33PART
      II
            
            OTHER
      INFORMATIONItem 1A.
            
            Risk
      Factors
            
            34Item 6.
            
            Exhibits
            
            39














PART
I.                      FINANCIAL INFORMATION


ITEM
1.                      FINANCIAL
STATEMENTS





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED BALANCE SHEETS
              (Unaudited)September
      30, 2008
            
            
            December
      31, 2007AssetsCurrentCash
      and cash equivalents
            
            
            28,550,896
            
            
            
            48,134,858Accounts
      receivable
            
            
            159,005
            
            
            
            171,977Prepaids
      and deposits
            
            
            131,777
            
            
            
            100,05228,841,678
            
            
            
            48,406,887Restricted
      deposits (note 11)
            
            
            10,867,538
            
            
            
            4,555,480Property
      and equipment (note 4)
            
            
            133,930
            
            
            
            157,398Oil
      and gas interests (note 5)
            
            
            36,697,326
            
            
            
            27,099,54776,540,472
            
            
            
            80,219,312LiabilitiesCurrentAccounts
      payable
            
            
            4,264,228
            
            
            
            3,908,506Accrued
      liabilities
            
            
            2,735,793
            
            
            
            2,355,322Due
      to related companies (note 9)
            
            
            8,637
            
            
            
            66,1527,008,658
            
            
            
            6,329,980Asset
      retirement obligation (note 6)
            
            
            524,521
            
            
            
            318,9227,533,179
            
            
            
            6,648,902Stockholders'
      EquityCapital
      stock (note 7)Authorized100,000,000
      common shares with a par value of $0.001 each1,000,000
      preferred shares with a par value of $0.01 eachIssued72,805,756
      common shares (December 31, 2007 – 72,205,756)
            
            
            58,214
            
            
            
            57,614Additional
      paid-in capital
            
            
            84,251,612
            
            
            
            82,791,057Deficit
      accumulated during the development stage
            
            
            (15,302,533
            )
            
            
            (9,278,261
            )69,007,293
            
            
            
            73,570,41076,540,472
            
            
            
            80,219,312See
      Going Concern (note 2), Guarantees (note 11), Commitments (note 12) and
      Contingencies (note 13)
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements





Page
3








GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (Unaudited)Three
      months ended
              Sept
      30, 2008
            
            
            Three
      months ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Restated
              note
      8c
            
            
            
            
            
            Restated
              note
      8c
            
            
            note
      14aExpensesGeneral
      and administrative
            
            
            583,136
            
            
            
            820,112
            
            
            
            1,753,113
            
            
            
            1,771,399
            
            
            
            7,028,987Consulting
      fees
            
            
            135,524
            
            
            
            (46,209
            )
            
            
            599,785
            
            
            
            22,469
            
            
            
            5,760,499Professional
      fees
            
            
            187,075
            
            
            
            147,424
            
            
            
            705,771
            
            
            
            488,918
            
            
            
            2,496,418Asset
      impairment (note 5c)
            
            
            --
            
            
            
            --
            
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015Depreciation
            
            
            12,932
            
            
            
            14,941
            
            
            
            38,496
            
            
            
            39,285
            
            
            
            305,231Accretion
      expense
            
            
            8,490
            
            
            
            --
            
            
            
            23,358
            
            
            
            --
            
            
            
            23,358927,157
            
            
            
            936,268
            
            
            
            6,885,538
            
            
            
            2,322,071
            
            
            
            19,379,508Other
      expenses (income)Consulting
      fees recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (66,025
            )Equipment
      costs recovered
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (19,395
            )Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Foreign
      exchange (gain) loss
            
            
            38,829
            
            
            
            2,433
            
            
            
            60,591
            
            
            
            (10,286
            )
            
            
            65,628Interest
      income
            
            
            (230,006
            )
            
            
            (694,292
            )
            
            
            (921,857
            )
            
            
            (1,551,184
            )
            
            
            (5,334,955
            )(191,177
            )
            
            
            (691,859
            )
            
            
            (861,266
            )
            
            
            (1,561,470
            )
            
            
            (5,396,975
            )Net
      loss and comprehensive loss
              for
      the period
            
            
            (735,980
            )
            
            
            (244,409
            )
            
            
            (6,024,272
            )
            
            
            (760,601
            )
            
            
            (13,982,533
            )Net
      loss per share
              – basic and diluted(note 10)
            
            
            (0.01
            )
            
            
            (0.02
            )
            
            
            (0.09
            )
            
            
            (0.03
            )The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
4








GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              (Unaudited)Number
      of
              shares
            
            
            Capital Stock
            
            
            Additional
              paid-in
      capital
            
            
            Accumulated
              Deficit
            
            
            Stockholders'
              EquityRestated
              note
      8c
            
            
            Restated
              note
      8c
            
            
            Restated
              note
      8cFrom
      inception August 21, 2002 to December 31, 2006:Common
      shares issued on incorporation
            
            
            1,000
            
            
            
            64
            
            
            
            --
            
            
            
            --
            
            
            
            64Capital
      stock of GeoGlobal at August 29, 2003
            
            
            14,656,688
            
            
            
            14,657
            
            
            
            --
            
            
            
            10,914,545
            
            
            
            10,929,202Elimination
      due to reverse takeover
            
            
            (1,000
            )
            
            
            (14,657
            )
            
            
            --
            
            
            
            (10,914,545
            )
            
            
            (10,929,202
            )Issued
      on reverse takeover
            
            
            34,000,000
            
            
            
            34,000
            
            
            
            1,072,960
            
            
            
            --
            
            
            
            1,106,960Private
      placement financings
            
            
            10,252,400
            
            
            
            10,252
            
            
            
            33,630,348
            
            
            
            --
            
            
            
            33,640,600Options
      exercised
            
            
            3,719,168
            
            
            
            3,721
            
            
            
            4,217,105
            
            
            
            --
            
            
            
            4,220,826Purchase
      Warrants exercised
            
            
            3,000,000
            
            
            
            3,000
            
            
            
            7,497,000
            
            
            
            --
            
            
            
            7,500,000Broker
      Warrants exercised
            
            
            580,000
            
            
            
            580
            
            
            
            869,420
            
            
            
            --
            
            
            
            870,000Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            7,779,938
            
            
            
            --
            
            
            
            7,779,938Share
      issuance costs
            
            
            --
            
            
            
            --
            
            
            
            (2,165,871
            )
            
            
            --
            
            
            
            (2,165,871
            )Net
      loss and comprehensive loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (6,415,151
            )
            
            
            (6,415,151
            )Balance
      as at December 31, 2006
            
            
            66,208,256
            
            
            
            51,617
            
            
            
            52,900,900
            
            
            
            (6,415,151
            )
            
            
            46,537,366Common
      shares issued during 2007:Options
      exercised for cash
            
            
            317,500
            
            
            
            317
            
            
            
            320,358
            
            
            
            --
            
            
            
            320,675June
      2007 private placement financing (note 7a)
            
            
            5,680,000
            
            
            
            5,680
            
            
            
            28,394,320
            
            
            
            --
            
            
            
            28,400,000Share
      issuance costs on private placement
            
            
            --
            
            
            
            --
            
            
            
            (2,612,973
            )
            
            
            --
            
            
            
            (2,612,973
            )2007
      Compensation Options
            
            
            --
            
            
            
            --
            
            
            
            705,456
            
            
            
            --
            
            
            
            705,4562005
      Stock Purchase Warrant modification
            
            
            --
            
            
            
            --
            
            
            
            1,320,000
            
            
            
            (1,320,000
            )
            
            
            --2005
      Compensation Option & Warrant
              modification
            
            
            --
            
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            1,522,996
            
            
            
            --
            
            
            
            1,522,996Net
      loss and comprehensive loss for 2007
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (1,543,110
            )
            
            
            (1,543,110
            )Balance
      as at December 31, 2007
            
            
            72,205,756
            
            
            
            57,614
            
            
            
            82,791,057
            
            
            
            (9,278,261
            )
            
            
            73,570,410Common
      shares issued during 2008:Options
      exercised for cash
            
            
            600,000
            
            
            
            600
            
            
            
            661,400
            
            
            
            --
            
            
            
            662,000Stock-based
      compensation (note 8b)
            
            
            --
            
            
            
            --
            
            
            
            799,155
            
            
            
            --
            
            
            
            799,155Net
      loss and comprehensive loss for the period
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (6,024,272
            )
            
            
            (6,024,272
            )Balance
      as at September 30, 2008
            
            
            72,805,756
            
            
            
            58,214
            
            
            
            84,251,612
            
            
            
            (15,302,533
            )
            
            
            69,007,293See
      note 7 for further information
              The
      accompanying notes are an integral part of these Interim Consolidated
      Financial Statements





Page
5





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF CASH FLOWS
              (Unaudited)Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months
              ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Restated
            
            
            
            
            
            Restated
            
            
            note
      14aCash
      flows provided by (used in)
              operating
      activities
            
            
            
            
            note
      8c
            
            
            
            
            
            note
      8cNet
      loss
            
            
            (735,980
            )
            
            
            (244,409
            )
            
            
            (6,024,272
            )
            
            
            (760,601
            )
            
            
            (13,982,533
            )Adjustment
      to reconcile net loss to
              net
      cash used in operating activities:Accretion
      expense
            
            
            8,490
            
            
            
            --
            
            
            
            23,358
            
            
            
            --
            
            
            
            23,358Asset
      impairment
            
            
            --
            
            
            
            --
            
            
            
            3,765,015
            
            
            
            --
            
            
            
            3,765,015Depreciation
            
            
            12,932
            
            
            
            14,941
            
            
            
            38,496
            
            
            
            39,285
            
            
            
            305,229Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation
            
            
            113,202
            
            
            
            35,277
            
            
            
            425,864
            
            
            
            374,050
            
            
            
            5,711,5112005
      Compensation Option and
              Warrant
      modification
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000
            
            
            
            240,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            128,476
            
            
            
            (232,529
            )
            
            
            12,972
            
            
            
            (228,514
            )
            
            
            (84,005
            )Prepaids
      and deposits
            
            
            (64,877
            )
            
            
            (42,350
            )
            
            
            (29,221
            )
            
            
            (122,982
            )
            
            
            (94,878
            )Accounts
      payable
            
            
            103,535
            
            
            
            13,382
            
            
            
            (78,219
            )
            
            
            102,956
            
            
            
            249,439Accrued
      liabilities
            
            
            (62,200
            )
            
            
            30,000
            
            
            
            (384,700
            )
            
            
            (3,487
            )
            
            
            55,300Due
      to related companies
            
            
            (58,735
            )
            
            
            24,678
            
            
            
            (57,515
            )
            
            
            19,140
            
            
            
            (33,119
            )(555,157
            )
            
            
            (161,010
            )
            
            
            (2,308,222
            )
            
            
            (340,153
            )
            
            
            (3,886,911
            )Cash
      flows provided by (used in)
              investing
      activitiesOil
      and gas interests
            
            
            (4,184,651
            )
            
            
            (5,479,467
            )
            
            
            (11,637,262
            )
            
            
            (7,860,425
            )
            
            
            (34,400,598
            )Property
      and equipment
            
            
            --
            
            
            
            (317,255
            )
            
            
            (15,028
            )
            
            
            (791,792
            )
            
            
            (479,733
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      deposits
            
            
            (2,218,320
            )
            
            
            (1,347,532
            )
            
            
            (7,482,058
            )
            
            
            (954,379
            )
            
            
            (12,037,538
            )Changes
      in investing assets and liabilities:Cash
      call receivable
            
            
            --
            
            
            
            62,547
            
            
            
            --
            
            
            
            --
            
            
            
            --Prepaids
      and deposits
            
            
            38,828
            
            
            
            --
            
            
            
            (2,504
            )
            
            
            --
            
            
            
            (36,899
            )Accounts
      payable
            
            
            3,170,803
            
            
            
            485,641
            
            
            
            433,941
            
            
            
            (916,597
            )
            
            
            3,965,781Accrued
      liabilities
            
            
            (102,968
            )
            
            
            833,360
            
            
            
            765,171
            
            
            
            1,046,319
            
            
            
            2,680,493(3,296,308
            )
            
            
            (5,762,706
            )
            
            
            (17,937,740
            )
            
            
            (9,476,874
            )
            
            
            (37,191,028
            )Cash
      flows provided by (used in)
              financing
      activitiesProceeds
      from issuance of common shares
            
            
            662,000
            
            
            
            --
            
            
            
            662,000
            
            
            
            28,720,675
            
            
            
            75,614,165Share
      issuance costs
            
            
            --
            
            
            
            (112,226
            )
            
            
            --
            
            
            
            (2,015,272
            )
            
            
            (4,073,388
            )Changes
      in financing liabilities:Note
      payable
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            --
            
            
            
            (63,840
            )
            
            
            --
            
            
            
            4,450
            
            
            
            61,078Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            26,980662,000
            
            
            
            (176,066
            )
            
            
            662,000
            
            
            
            26,709,853
            
            
            
            69,628,835Net
      increase (decrease) in cash and
              cash
      equivalents
            
            
            (3,189,465
            )
            
            
            (6,099,782
            )
            
            
            (19,583,962
            )
            
            
            16,892,826
            
            
            
            28,550,896Cash
      and cash equivalents, beginning of period
            
            
            31,740,361
            
            
            
            55,355,586
            
            
            
            48,134,858
            
            
            
            32,362,978
            
            
            
            --Cash
      and cash equivalents, end of period
            
            
            28,550,896
            
            
            
            49,255,804
            
            
            
            28,550,896
            
            
            
            49,255,804
            
            
            
            28,550,896Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            
            
            
            
            
            
            
            
            511,428
            
            
            
            1,065,149
            
            
            
            511,428Short
      term deposits
            
            
            
            
            
            
            
            
            
            
            28,039,468
            
            
            
            48,190,655
            
            
            
            28,039,46828,550,896
            
            
            
            49,255,804
            
            
            
            28,550,896Cash
      taxes paid during the period
            
            
            
            
            
            
            
            
            
            
            32,650
            
            
            
            18,775
            
            
            
            98,163The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


Page
6
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


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
(PSCs) with the Gujarat State Petroleum Corporation (GSPC), Oil India Limited
(OIL) among others, and the Government of India (GOI) and the development
thereof.  The Company is a Delaware corporation whose common stock is
listed and traded on the American Stock Exchange under the symbol
GGR.





2.         Going
Concern




To date,
the Company has not earned revenue from its operations and is considered to be
in the development stage.  The Company incurs negative cash flows from
operations, and at this time all exploration activities and overhead expenses
are financed by way of equity issuance and interest income.  The
recoverability of the costs incurred to date is uncertain and dependent upon
achieving commercial production or sale.  The Company’s prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of operations, particularly
companies in the oil and gas exploration industry.




The
Company's ability to continue as a going concern is dependent upon obtaining the
necessary financing to complete further exploration and development activities
and generate profitable operations from its oil and natural gas interests in the
future.  The Company's financial statements as at and for the three
months and nine months ended September 30, 2008 have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business.  The
Company incurred a net loss of $0.7 million, and used $0.6 million of cash flow
in its operating activities for the three months ended September 30,
2008.  The Company incurred a net loss of $6.0 million, used $2.3
million of cash flow in its operating activities for the nine months ended
September 30, 2008, and had an accumulated deficit of $15.3 million as at
September 30, 2008.  These matters raise doubt about the Company’s
ability to continue as a going concern.




The
Company expects to incur substantial expenditures to further its exploration
programs and the Company's existing cash balance and any cash flow from
operating activities may not be sufficient to satisfy its current obligations
and meet its exploration commitments.  The Company is considering
various alternatives to remedy any future shortfall in capital.  The
Company may deem it necessary to raise capital through equity markets, debt
markets or other innovative financing arrangements, including participation
arrangements that may be available for continued exploration
expenditures.  There can be no assurance this capital will be
available and if it is not, we may be forced to substantially curtail or cease
exploration block acquisition and/or exploration expenditures.




The
Company is working with its joint venture partners to bring commercial
production on stream in an effort to generate operating cash
flows.  Any operating cash flows will be dependent upon many factors,
including production levels, sales volumes, market prices and other factors
beyond our control.




To
provide financing for the Company's ongoing operations, the Company secured
$28.4 million in financing in June 2007.  As at September 30, 2008,
the Company has working capital of $21.8 million which is available for the
Company's future operations.  In addition, the Company has $10.8
million in restricted deposits pledged as security against the minimum work
program (MWP) which will be released upon completion of the MWP.




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




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





Page
7
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


3.         Significant
Accounting Policies




a)         Basis
of presentation


The
accompanying interim condensed consolidated financial statements of the Company,
with the exception of the Consolidated Balance Sheet at December 31, 2007, have
not been audited, are presented in United States (US) dollars unless otherwise
noted and have been prepared by management in accordance with accounting
principles generally accepted in the United States of America (US
GAAP).




In the
opinion of management, the interim condensed consolidated financial statements
reflect all of the normal and recurring adjustments necessary to present fairly
the financial position at September 30, 2008, the results of operations and cash
flows for the nine months ended September 30, 2008 and 2007 and for the period
from inception of August 21, 2002 to September 30, 2008.  In preparing the
accompanying financial statements, management has made certain estimates and
assumptions that affect reported amounts in the financial statements and related
disclosures.  The Company bases its estimates on various assumptions that
are believed to be reasonable under the circumstances.  Accordingly, actual
results may differ significantly from these estimates under different
assumptions or circumstances.




Certain
information, accounting policies, and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted in this
Form 10-Q pursuant to certain rules and regulations of the Securities and
Exchange Commission. These condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2007.  The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.




b)         Recently
adopted Accounting Pronouncements


In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements"
(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements.  SFAS No. 157 is effective for
financial statements issued for periods beginning after November 15,
2007.  On February 12, 2008, the FASB issued Staff Position No. FAS
157-2 (FSP 157-2) which proposed a one year deferral for the implementation of
SFAS 157 for non-financial assets and liabilities that are recognized or
disclosed at fair value on a nonrecurring basis (less frequent than
annually).




Effective
January 1, 2008, the Company adopted SFAS 157 except for measurements of those
non-financial assets and liabilities subject to the one-year
deferral.  Given the nature of the Company's financial instruments,
the adoption of SFAS 157 did not have an impact on its financial position,
results of operations or cash flows.  Beginning January 1, 2009, the
Company will adopt the provisions for nonfinancial assets and nonfinancial
liabilities that are not required or permitted to be measured at fair value on a
recurring basis.  The Company is in the process of evaluating this
standard with respect to its effect on nonfinancial assets and liabilities and
has not yet determined the impact that it will have on its financial statements
upon full adoption in 2009.




SFAS 157,
defines fair value, establishes a framework for measuring fair value, outlines a
fair value hierarchy based on inputs used to measure fair value and enhances
disclosure requirements for fair value measurements.  Fair value is
defined as the price at which an asset could be exchanged in a current
transaction between knowledgeable, willing parties.  Where available,
fair value is based on observable market prices or parameters or derived from
such prices or parameters.  Where observable prices or inputs are not
available, use of unobservable prices or inputs are used to estimate the current
fair value, often using an internal valuation model.  These valuation
techniques involve some level of management estimation and judgment, the degree
of which is dependent on the item being valued.




Page
8
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


3.         Significant
Accounting Policies (continued)




SFAS 157
does not prescribe which valuation technique should be used when measuring fair
value and does not prioritize among the techniques.  SFAS 157 establishes a
fair value hierarchy that prioritized the inputs used in applying the various
valuation techniques.  Inputs broadly refer to the assumptions that market
participants use to make pricing decisions, including assumptions about
risk.  Level 1 inputs are given the highest priority in the fair value
hierarchy while Level 3 inputs are given the lowest priority.  The adoption
of this policy did not have a material effect on the consolidated financial
statements.  The Company's financial instruments subject to Level 1 inputs
are cash and cash equivalents and restricted deposits.  The Company does
not currently have any Level 2 or 3 inputs.  The three levels of the
fair value hierarchy are as follows:


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


·
            Level
      2 – Observable market-based inputs or unobservable inputs that are
      corroborated by market data.  These are inputs other than quoted
      prices in active markets included in Level 1, which are either directly or
      indirectly observable as of the reporting
  date.


·
            Level
      3 – Unobservable inputs that are not corroborated by market data and may
      be used with internally developed methodologies that result in
      management's best estimate of fair
value.




Effective
January 1, 2008, the Company adopted SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities".  This standard allows an
entity the irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities on a
contract-by-contract basis.  The Company did not elect fair value as
an alternative, as provided under SFAS 159 for any of its financial assets and
liabilities that are not currently measured at fair value.





4.         Property
and Equipment




September
      30, 2008
            
            
            December
      31, 2007Computer
      and office equipment
            
            
            396,933
            
            
            
            381,905Accumulated
      depreciation
            
            
            (263,003
            )
            
            
            (224,507
            )133,930
            
            
            
            157,398





5.         Oil
and Gas Interests




Exploration
      costs incurred in:2002
            
            
            21,9252003
            
            
            178,8292004
            
            
            506,2692005
            
            
            3,250,7002006
            
            
            8,163,611Period
      from Inception, Aug 21, 2002 to Dec 31, 2006
            
            
            12,121,3342007
            
            
            14,978,213Balance
      – December 31, 2007
            
            
            27,099,547Additions
      during the period
            
            
            9,597,779Balance
      – September 30, 2008
            
            
            36,697,326




a)         Exploration
costs


The
exploration costs incurred to date are not subject to
depletion.  These exploration costs cover ten exploration blocks known
as; the KG Offshore and Onshore Blocks, the Mehsana Block, the Sanand/Miroli
Block, the Ankleshwar Block, the DS 03 and DS 04 Blocks, the Tarapur Block and
RJ Block 20 and RJ Block 21.




Page
9
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


5.         Oil
and Gas Interests (continued)




b)         Carried
Interest Agreement (CIA)


On
      August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the
      Company a 10% Carried Interest (CI) (net 5%) 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 9a), 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
September 30, 2008, GSPC has incurred costs of approximately $80.0 million
attributable to GeoGlobal under the CIA of which 50% is for the account of
RGM.




GeoGlobal
has been advised by GSPC, that GSPC is seeking payment of the amount by which
the exploration costs attributable to GeoGlobal under the PSC relating to the KG
Offshore Block exceeds the amount that GSPC deems it is obligated to pay on
behalf of GeoGlobal (including the net 5% participating interest (PI) of RGM)
under the terms of the CIA plus interest.  GSPC asserts that the
Company is required to pay 10% of the exploration expenses over and above gross
costs of $59.23 million (10% being $5.92 million) plus
interest.  GeoGlobal disputes this assertion of GSPC.  See
note 13.




c)         Impairment
of Oil and Gas Interest in Egypt and the Middle East


The
Company entered into a Joint Bidding Agreement with two additional parties to
bid on certain exploration blocks in the Arab Republic of Egypt.  The
agreement provided that the Company was to receive a 30% PI in any PSCs entered
into.  These blocks include offshore exploration Block 6 (also
referred to as N. Hap'y) and onshore exploration Block 8 (also referred to as
South Diyur) in the Arab Republic of Egypt.  These blocks were awarded
subject to certain terms and conditions.




Effective
December 31, 2007, the Company entered into two agreements with one of its
co-parties.  The assignment agreement sets out the terms whereby the
Company assigned to the co-party all the Company's rights to receive a 30% PI in
the two exploration blocks awarded by the Arab Republic of Egypt in exchange for
an option (the Option Agreement) exercisable on or before April 30, 2008
(subsequently extended to June 15, 2008) to reacquire all or a portion of those
rights.




The
Company determined the value of the Egyptian blocks to be impaired at June 30,
2008 and therefore charged to the statement of operations, was the full carrying
value of the Egyptian properties.  The amount of the impairment
includes the value of the capitalized costs and the value of the related
non-refundable bank guarantees.




In
addition to the Egyptian impairment, the Company also determined that the
carrying values of the Oman and Yemen blocks were impaired as the Company has no
current plans to further explore these areas.  These amounts were
charged to the statement of operations during the second quarter.





Page
10
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


6.         Asset
Retirement Obligation




Asset
retirement obligations are recorded for an obligation where the Company will be
required to retire, dismantle, abandon and restore tangible long-lived
assets.  These obligations pertain to certain exploration blocks where
the Company has currently drilled wells.




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




September
      30, 2008
            
            
            December
      31, 2007Asset
      retirement obligation at beginning of period
            
            
            318,922
            
            
            
            --Obligations
      incurred
            
            
            182,241
            
            
            
            318,922Accretion
            
            
            23,358
            
            
            
            --Asset
      retirement obligation at end of period
            
            
            524,521
            
            
            
            318,922




In
determining the fair value of the asset retirement obligations, the estimated
cash flows of new obligations incurred during the period have been discounted at
8.0% (December 31, 2007 – 8.0%).  The total undiscounted amount of the
estimated cash flows required to settle the obligations is $1,081,000 (December
31, 2007 - $689,000). The obligations will be settled on an ongoing basis over
the useful lives of the operating assets, which extend up to 10 years in the
future.





7.         Capital
Stock




a)         June
2007 Financing


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




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant (2007 Stock Purchase Warrant) entitles the holder to purchase one
additional common share for $7.50, for a term of two years expiring June 20,
2009.  In addition, compensation options (2007 Compensation Options)
were issued to the placement agents entitling them to purchase an aggregate of
340,800 common shares at an exercise price of $5.00 per share until June 20,
2009.  The 2007 Stock Purchase Warrants and the 2007 Compensation
Options are subject to accelerated expiration in the event that the price of the
Company's common shares on the American Stock Exchange is $12.00 or more for 20
consecutive trading days, the resale of the shares included in the Units and the
shares issuable on exercise of the 2007 Stock Purchase Warrants and the 2007
Compensation Options have been registered under the US Securities Act of 1933,
as amended (the Act), and the hold period for Canadian subscribers has
expired.  In such events, the term will be reduced to 30 days from the
date of issuance of a news release announcing such accelerated expiration of the
term.  At September 30, 2008 since not all such events have occurred,
the accelerated expiration of the term for the 2007 Stock Purchase Warrants and
the 2007 Compensation Options has not been triggered.




b)         Warrants
and Compensation Options


i)         2007
Compensation Options


As at
September 30, 2008, none of the 340,800 2007 Compensation Options were
exercised.  If fully exercised, the 2007 Compensation Options would
result in the issuance of 340,800 common shares for gross proceeds of
$1,704,000




ii)         2007
Stock Purchase Warrants


As at
September 30, 2008, none of the 2,840,000 2007 Stock Purchase Warrants were
exercised.  If fully exercised, the 2007 Stock Purchase Warrants would
result in the issuance of 2,840,000 common shares for gross proceeds of
$21,300,000.




Page
11
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


7.         Capital
Stock (continued)




iii)
            2005
      Compensation Options


As at
September 30, 2008, none of the 195,144 2005 Compensation Options were
exercised.  If fully exercised, the 2005 Compensation Options would
result in the issuance of 195,144 Units at an exercise price of $6.50 resulting
in gross proceeds of $1,268,436.




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




iv)         2005
Compensation Option Warrants


As at
September 30, 2008, none of the 97,572 2005 Compensation Option Warrants have
been issued as a result of the 2005 Compensation Options not being
exercised.  If the 2005 Compensation Options are exercised and the
2005 Compensation Option Warrants issued, such Warrants if exercised, would
result in the issuance of 97,572 common shares for gross proceeds of
$878,148.




v)         2005
Stock Purchase Warrants


As at
September 30, 2008, none of the 2005 Stock Purchase Warrants have been
exercised.  If all of the 2005 Stock Purchase Warrants were exercised,
it would result in the issuance of 2,126,200 common shares for gross proceeds of
$19,135,800.




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




c)         Escrow
shares


On August
29, 2003, the Company completed a transaction with Mr. Roy and GeoGlobal
Resources (India) Inc. (GeoGlobal India), a corporation then wholly-owned by Mr.
Roy, whereby the Company acquired from Mr. Roy all of the outstanding capital
stock of GeoGlobal India.  In exchange for the outstanding capital
stock of GeoGlobal India, the Company issued 34.0 million shares of its Common
Stock.  Of the 34.0 million shares, 14.5 million shares were delivered
to Mr. Roy at the closing of the transaction and 14.5 million shares were
released to Mr. Roy from escrow upon the commencement of a drilling program on
the KG Offshore Block.  The final 5.0 million shares remaining in
escrow will be released only if a commercial discovery as defined under the PSC
is declared on the KG Offshore Block.




8.         Stock
Options




a)         i)         The
Company's 1998 Stock Incentive Plan (1998 Plan)


Under the
terms of the 1998 Plan, as amended, 12,000,000 common shares have been reserved
for issuance on exercise of options granted under the 1998 Plan.  As
at September 30, 2008, the Company had 2,290,697 (December 31, 2007 – 2,380,697)
common shares remaining for the grant of options under the 1998
Plan.  The Board of Directors of the Company may amend or modify the
1998 Plan at any time, subject to any required stockholder
approval.  The 1998 Plan will terminate on the earliest of: (i) 10
years after the 1998 Plan Effective Date, being December 4, 2008; (ii) the date
on which all shares available for issuance under the 1998 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.  These options can be granted until expiry of the 1998 Plan
on December 4, 2008.




Page
12
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


8.         Stock
Options (continued)




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


On July
29, 2008 at the Annual Meeting of Stockholders, the shareholders of the Company
approved the adoption of the 2008 Plan.  Under the terms of the 2008
Plan, 12,000,000 common shares have been reserved for issuance on exercise of
options granted under the 2008 Plan.  As at September 30, 2008, the
company had 12,000,000 common shares remaining for the grant of options under
the 2008 Plan.  The Board of Directors of the Company may amend or
modify the 2008 Plan at any time, subject to any required stockholder
approval.  The 2008 Plan will terminate on the earliest of: (i) 10
years after the 2008 Plan Effective Date, being May 30, 2018; (ii) the date on
which all shares available for issuance under the 2008 Plan have been issued as
fully-vested shares; or, (iii) the termination of all outstanding options in
connection with certain changes in control or ownership of the
Company.  The Company intends to file a Registration Statement Form
S-8 prior to any of these options being issued.




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 over the vesting periods for each separate
tranche.




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




Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months
              ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Restated
              note
      8c
            
            
            
            
            
            Restated
              note
      8cStock
      based compensationConsolidated
      Statements of OperationsGeneral
      and administrative
            
            
            118,297
            
            
            
            244,078
            
            
            
            484,785
            
            
            
            747,127
            
            
            
            2,463,088Consulting
      fees
            
            
            (5,095
            )
            
            
            (208,801
            )
            
            
            (58,921
            )
            
            
            (373,077
            )
            
            
            3,248,423113,202
            
            
            
            35,277
            
            
            
            425,864
            
            
            
            374,050
            
            
            
            5,711,511Consolidated
      Balance SheetsOil
      and gas interests
            
            
            69,580
            
            
            
            213,484
            
            
            
            373,291
            
            
            
            477,764
            
            
            
            4,390,580182,782
            
            
            
            248,761
            
            
            
            799,155
            
            
            
            851,814
            
            
            
            10,102,091







Page
13
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


8.         Stock
Options (continued)




c)         Restatement


The
periods ended September 30, 2007 and the period from inception August 21, 2002
to September 30, 2007 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 Consolidated
Statements of Operations for the three and nine months ended September 30, 2007
and for the period from inception of August 21, 2002 to September 30,
2007.




As
      Reported
            
            
            Adjustment
            
            
            As
      RestatedThree
      months
              ended
              Sept
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Sept 30, 2007
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Sept 30, 2007
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Period
      of Inception,
              Aug
      21, 2002
              to
      Sept 30, 2007Statements
      of OperationsGeneral
      & administrative
            
            
            791,587
            
            
            
            4,082,438
            
            
            
            28,525
            
            
            
            684,603
            
            
            
            820,112
            
            
            
            4,767,041Consulting
      fees
            
            
            337,038
            
            
            
            2,772,555
            
            
            
            (383,247
            )
            
            
            2,053,716
            
            
            
            (46,209
            )
            
            
            4,826,271Net
      loss and
              comprehensive
      loss
            
            
            (599,131
            )
            
            
            (4,437,433
            )
            
            
            354,722
            
            
            
            (2,738,319
            )
            
            
            (244,409
            )
            
            
            (7,175,752
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.03
            )
            
            
            
            
            
            
            0.01
            
            
            
            
            
            
            
            (0.02
            )Nine
      months
              ended
              Sept
      30, 2007
            
            
            
            
            
            
            Nine
      months
              ended
              Sept
      30, 2007
            
            
            
            
            
            
            Nine
      months
              ended
              Sept
      30, 2007Statements
      of OperationsGeneral
      & administrative
            
            
            1,571,722
            
            
            
            
            
            
            
            199,677
            
            
            
            
            
            
            
            1,771,399Consulting
      fees
            
            
            908,304
            
            
            
            
            
            
            
            (885,835
            )
            
            
            
            
            
            
            22,469Net
      loss and
              comprehensive
      loss
            
            
            (1,446,759
            )
            
            
            
            
            
            
            686,158
            
            
            
            
            
            
            
            (760,601
            )Net
      loss per share
              -
      basic and diluted
            
            
            (0.04
            )
            
            
            
            
            
            
            0.01
            
            
            
            
            
            
            
            (0.03
            )




For a
full summary of the restatement, these financial statements should be read in
conjunction with the audited consolidated financial statements and related notes
in our Annual Report on Form 10-K for the year ended December 31,
2007.




d)         Black-Scholes
Assumptions


During
the nine months ended September 30, 2008 and 2007, options of 200,000 and
830,000, respectively, were granted to the Company's directors and employees
under the terms of the 1998 Plan.  The fair value of each option
granted was estimated on the date of grant using the Black-Scholes
option-pricing model.  Weighted average assumptions used in the
valuation are disclosed in the following table:




Three
              months
      ended
              Sept
      30, 2008
            
            
            Three
              months
      ended
              Sept
      30, 2007
            
            
            Nine
              months
      ended
              Sept
      30, 2008
            
            
            Nine
              months
      ended
              Sept
      30, 2007Restated
              note
      8c
            
            
            
            
            
            Restated
              note
      8cFair
      value of stock options granted (per option)
            
            $
            3.08
            
            
            $
            1.72
            
            
            $
            3.08
            
            
            $
            1.80Risk-free
      interest rate
            
            
            4.1%
            
            
            
            4.9%
            
            
            
            4.1%
            
            
            
            4.9%Volatility
            
            
            93%
            
            
            
            65%
            
            
            
            93%
            
            
            
            66%Expected
      life
            
            10
      years
            
            
            1.5
      years
            
            
            10
      years
            
            
            1.6
      yearsDividend
      yield
            
            
            0%
            
            
            
            0%
            
            
            
            0%
            
            
            
            0%









Page
14
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


8.         Stock
Options (continued)




During
the periods ended September 30, 2008 and 2007, options of nil and 625,000,
respectively, were granted to non-employee consultants in exchange for services
under the terms of the 1998 Plan.   The Company believes that the
estimated fair value of the stock options is more readily measurable than 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
      and Nine
              months
      ended
              Sept
      30, 2008
            
            
            Three
      and Nine
              months
      ended
              Sept
      30, 2007Restated
              note
      8cFair
      value of stock options granted (per option)
            
            $
            0.72
            
            
            $
            0.75Risk-free
      interest rate
            
            
            2.6%
            
            
            
            4.5%Volatility
            
            
            84%
            
            
            
            63%Expected
      life
            
            2.3
      years
            
            
            1.0
      yearsDividend
      yield
            
            
            0%
            
            
            
            0%





e)         Stock
option table


The
      following table summarizes option activity during the nine months ended
      September 30, 2008:




Options
            
            Shares
              (#)
            
            
            Weighted
      Average Exercise Price per Share
            
            
            Weighted
      Average Remaining Contractual Term
            
            
            Aggregate
      Intrinsic ValueOutstanding
      at December 31, 2007
            
            
            4,470,000
            
            
            
            4.04
            
            
            4.38
      years
            
            
            
            4,554,000Granted
            
            
            200,000
            
            
            
            3.48
            
            
            9.83
      years
            
            
            
            --Exercised
            
            
            (600,000
            )
            
            
            1.10
            
            
            
            --
            
            
            
            --Expired
            
            
            (110,000
            )
            
            
            6.50
            
            
            
            --
            
            
            
            --Outstanding
      at September 30, 2008
            
            
            3,960,000
            
            
            
            4.39
            
            
            4.60
      years
            
            
            
            --Exercisable
      at September 30, 2008
            
            
            3,503,333
            
            
            
            4.40
            
            
            3.88
      years
            
            
            
            --







Page
15
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


8.         Stock
Options (continued)






During
the nine months ended September 30, 2008 and 2007, cash received on exercise of
stock options was $662,000 and $320,675 respectively.




During
the period ended September 30, 2008, the options as set out below were granted
for services provided to the Company:




Fair
      ValueOption
            
            
            at
      Original
            
            
            
            
            
            
            
            Granted
            
            
            Expired
      (x)
            
            
            
            
            
            BalanceGrant
            
            exercise
            
            
            Grant
            
            Expiry
            Vesting
            
            Balance
            
            
            during
            
            
            Exercised
      (e)
            
            
            Balance
            
            
            Exercisabledate
            
            price
            
            
            Date
            
            date
            date
            
            Dec
      31/07
            
            
            the
      period
            
            
            during
      the period
            
            
            Sept
      30/08
            
            
            Sept
      30/08mm/dd/yy
            
            $
            
            
            
            $
            
            
            mm/dd/yy
            mm/dd/yy
            
            
            #
            
            
            
            #
            
            
            
            #
            
            
            
            #
            
            
            
            #01/18/05
            
            
            1.10
            
            
            
            0.62
            
            08/31/08
            Vested
            
            
            600,000
            
            
            
            --
            
            
            (e)
600,000
            
            
            
            --
            
            
            
            --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
            
            
            
            --
            
            
            (x)
110,000
            
            
            
            --
            
            
            
            --10/03/05
            
            
            6.81
            
            
            
            3.07
            
            10/03/15
            Vested
            
            
            16,666
            
            
            
            --
            
            
            
            --
            
            
            
            16,666
            
            
            
            16,66610/03/05
            
            
            6.81
            
            
            
            3.83
            
            10/03/15
            Vested
            
            
            16,667
            
            
            
            --
            
            
            
            --
            
            
            
            16,667
            
            
            
            16,66710/03/05
            
            
            6.81
            
            
            
            4.38
            
            10/03/15
            10/03/08
            
            
            16,667
            
            
            
            --
            
            
            
            --
            
            
            
            16,667
            
            
            
            --06/14/06
            
            
            5.09
            
            
            
            2.06
            
            06/14/16
            Vested
            
            
            200,000
            
            
            
            --
            
            
            
            --
            
            
            
            200,000
            
            
            
            200,00007/25/06
            
            
            3.95
            
            
            
            1.14
            
            12/31/09
            Vested
            
            
            100,000
            
            
            
            --
            
            
            
            --
            
            
            
            100,000
            
            
            
            100,00007/25/06
            
            
            3.95
            
            
            
            1.39
            
            12/31/09
            Vested
            
            
            660,000
            
            
            
            --
            
            
            
            --
            
            
            
            660,000
            
            
            
            660,00007/25/06
            
            
            3.95
            
            
            
            1.60
            
            12/31/09
            Vested
            
            
            50,000
            
            
            
            --
            
            
            
            --
            
            
            
            50,000
            
            
            
            50,00007/25/06
            
            
            3.95
            
            
            
            1.78
            
            12/31/09
            Vested
            
            
            145,000
            
            
            
            --
            
            
            
            --
            
            
            
            145,000
            
            
            
            145,00007/25/06
            
            
            3.95
            
            
            
            2.01
            
            12/31/09
            07/25/09
            
            
            70,000
            
            
            
            --
            
            
            
            --
            
            
            
            70,000
            
            
            
            --07/25/06
            
            
            3.95
            
            
            
            1.14
            
            07/25/16
            Vested
            
            
            500,000
            
            
            
            --
            
            
            
            --
            
            
            
            500,000
            
            
            
            500,00007/25/06
            
            
            3.95
            
            
            
            1.14
            
            07/25/16
            Vested
            
            
            500,000
            
            
            
            --
            
            
            
            --
            
            
            
            500,000
            
            
            
            500,00011/24/06
            
            
            7.52
            
            
            
            2.47
            
            11/24/09
            Vested
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            10,00011/24/06
            
            
            7.52
            
            
            
            2.92
            
            11/24/09
            Vested
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            10,00011/24/06
            
            
            7.52
            
            
            
            3.70
            
            11/24/09
            12/31/08
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            --05/16/07
            
            
            5.09
            
            
            
            1.51
            
            05/16/10
            Vested
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            10,00005/16/07
            
            
            5.09
            
            
            
            2.09
            
            05/16/10
            12/31/08
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            --05/16/07
            
            
            5.09
            
            
            
            2.09
            
            05/16/10
            05/31/09
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            --06/20/07
            
            
            5.06
            
            
            
            2.08
            
            06/20/17
            Vested
            
            
            200,000
            
            
            
            --
            
            
            
            --
            
            
            
            200,000
            
            
            
            200,00007/03/07
            
            
            5.03
            
            
            
            1.70
            
            12/31/10
            Vested
            
            
            35,000
            
            
            
            --
            
            
            
            --
            
            
            
            35,000
            
            
            
            35,00007/03/07
            
            
            5.03
            
            
            
            1.70
            
            12/31/10
            Vested
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            10,00007/03/07
            
            
            5.03
            
            
            
            1.70
            
            12/31/10
            Vested
            
            
            42,500
            
            
            
            --
            
            
            
            --
            
            
            
            42,500
            
            
            
            42,50007/03/07
            
            
            5.03
            
            
            
            1.70
            
            12/31/10
            Vested
            
            
            847,500
            
            
            
            --
            
            
            
            --
            
            
            
            847,500
            
            
            
            847,50007/03/07
            
            
            5.03
            
            
            
            1.98
            
            12/31/10
            12/31/08
            
            
            20,000
            
            
            
            --
            
            
            
            --
            
            
            
            20,000
            
            
            
            --07/03/07
            
            
            5.03
            
            
            
            2.25
            
            12/31/10
            07/03/09
            
            
            120,000
            
            
            
            --
            
            
            
            --
            
            
            
            120,000
            
            
            
            --07/29/08
            
            
            3.48
            
            
            
            3.08
            
            07/29/18
            07/29/09
            
            
            --
            
            
            
            200,000
            
            
            
            --
            
            
            
            200,000
            
            
            
            --4,470,000
            
            
            
            200,000
            
            
            
            710,000
            
            
            
            3,960,000
            
            
            
            3,503,333





9.         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)         Roy
Group (Mauritius) Inc. (RGM)


RGM is
related to the Company by common management and is controlled by an officer and
director of the Company who is also a principal shareholder of the
Company.  On March 27, 2003, the Company entered into a Participating
Interest Agreement (PIA) with the related party.




Page
16
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


9.         Related
Party Transactions (continued)




b)         Roy
Group (Barbados) Inc. (Roy Group)


Roy Group
is related to the Company by common management and is controlled by an officer
and director of the Company who is also a principal shareholder of the
Company.  On August 29, 2003, the Company entered into a Technical
Services Agreement (TSA) with Roy Group to provide services to the Company as
assigned by the Company and to bring new oil and gas opportunities to the
Company.  The term of the agreement, as amended, extends through
December 31, 2008 and continues for successive periods of one year
thereafter.   Roy Group receives consideration of $350,000 per
year, as outlined and recorded below:




Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Consolidated
      Statements of  OperationsConsulting
      fees
            
            
            43,750
            
            
            
            17,500
            
            
            
            131,250
            
            
            
            52,500
            
            
            
            399,917Consolidated
      Balance SheetsOil
      and gas interests
            
            
            43,750
            
            
            
            70,000
            
            
            
            131,250
            
            
            
            210,000
            
            
            
            1,205,91687,500
            
            
            
            87,500
            
            
            
            262,500
            
            
            
            262,500
            
            
            
            1,605,833




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




Consolidated
      Statement of OperationsGeneral
      and administrative
            
            
            --
            
            
            
            4,754
            
            
            
            --
            
            
            
            33,279
            
            
            
            114,100Consolidated
      Balance SheetsOil
      & gas interests
            
            
            --
            
            
            
            19,017
            
            
            
            --
            
            
            
            133,117
            
            
            
            456,400--
            
            
            
            23,771
            
            
            
            --
            
            
            
            166,396
            
            
            
            570,500




At
September 30, 2008 the Company owed Roy Group (Barbados) Inc. $37,974 (December
31, 2007 - $33,192) 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.




c)         D.I.
Investments Ltd. (DI)


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




Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months
              ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            53,188
            
            
            
            46,250
            
            
            
            159,563
            
            
            
            138,750
            
            
            
            861,279




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 OperationsGeneral
      and administrative
            
            
            --
            
            
            
            23,771
            
            
            
            --
            
            
            
            166,396
            
            
            
            570,500




At
September 30, 2008, the Company was owed $42,066 (December 31, 2007 – payable of
$26,007) as a result of services provided and expenses incurred on behalf of
DI.  These amounts bear no interest and have no set terms of
repayment.




Page
17
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


9.         Related
Party Transactions (continued)




d)         Amicus
Services Inc. (Amicus)


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




Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months
              ended
              Sept
      30, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002 to
              Sept
      30, 2008Consolidated
      Statements of OperationsConsulting
      fees
            
            
            25,217
            
            
            
            13,045
            
            
            
            67,534
            
            
            
            39,334
            
            
            
            263,241




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
            
            
            (2,830
            )
            
            
            (85,193
            )
            
            
            (35,168
            )
            
            
            (155,597
            )
            
            
            581,037




At
September 30, 2008, the Company owed Amicus $12,729 (December 31, 2007 – $6,953)
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.





10.         Net
loss per share amounts




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




Three
      months
              ended
              Sept
      30, 2008
            
            
            Three
      months
              ended
              Sept
      30, 2007
            
            
            Nine
      months
              ended
              Sept
      30, 2008
            
            
            Nine
      months
              ended
              Sept
      30, 2007Restated
              note
      8c
            
            
            
            
            
            Restated
              note
      8cNet
      loss from Statement of Operations
            
            
            (735,980
            )
            
            
            (244,409
            )
            
            
            (6,024,272
            )
            
            
            (760,601
            )Warrant
      modification
            
            
            --
            
            
            
            (1,320,000
            )
            
            
            --
            
            
            
            (1,320,000
            )Net
      loss for the period
            
            
            (735,980
            )
            
            
            (1,564,409
            )
            
            
            (6,024,272
            )
            
            
            (2,080,601
            )Weighted
      average number of common shares outstanding:Basic
            
            
            67,407,929
            
            
            
            67,205,756
            
            
            
            67,273,639
            
            
            
            63,440,572Impact
      of securities convertible into common shares
            
            
            --
            
            
            
            447,842
            
            
            
            --
            
            
            
            1,085,318Diluted
            
            
            67,407,929
            
            
            
            67,653,598
            
            
            
            67,273,639
            
            
            
            64,525,890Net
      loss per share – basic and diluted
            
            
            (0.01
            )
            
            
            (0.02
            )
            
            
            (0.09
            )
            
            
            (0.03
            )Number
      of securities excluded from denominator as anti-dilutive:Stock
      options
            
            
            3,960,000
            
            
            
            3,870,000
            
            
            
            3,960,000
            
            
            
            340,000Warrants
            
            
            4,966,200
            
            
            
            4,966,200
            
            
            
            4,966,200
            
            
            
            4,966,200Compensation
      options
            
            
            535,944
            
            
            
            535,944
            
            
            
            535,944
            
            
            
            195,144Compensation
      option warrants
            
            
            97,572
            
            
            
            97,572
            
            
            
            97,572
            
            
            
            97,5729,559,716
            
            
            
            9,469,716
            
            
            
            9,559,716
            
            
            
            5,598,916




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


Page
18
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


11.         Guarantees




The
Company's PSCs relating to exploration blocks onshore and offshore India contain
provisions whereby the joint venture participants must provide the GOI a bank
guarantee in the amount of 35% of the participant's share of the MWP for a
particular phase.  These bank guarantees have been provided to serve
as guarantees for the performance of such MWP and are in the form of irrevocable
letters of credit which are secured by term deposits of the Company in the same
amount.  As at September 30, 2008, the Company has provided
$10,830,000 (December 31, 2007 - $4,485,000) in performance guarantees, which
are secured by term deposits of the Company in the same amount.  These
term deposits represent the maximum guarantee that the Company will be subject
to for these performance guarantees.





12.
            Commitments




The
Company is required to expend funds on the exploration activities to fulfill the
terms of the MWP of the relevant phase of exploration based on our PI pursuant
to the PSCs in respect of each of its exploration blocks.  The MWP
must be completed in a predetermined timeframe and may include the drilling of a
set number of wells to certain depths, acquire, process and interpret 2-D and
3-D seismic, and various types of surveys.  The following table
provides a summary of the financial commitment of the Company to complete the
MWPs:




(millions
      of dollars)
            
            October
      1, 2008
              to
      September 30, 2009
            
            
            After
              September
      30, 2009
            
            
            TotalSanand/Miroli
      Block
            
            
            3.2
            
            
            
            0.0
            
            
            
            3.2Ankleshwar
      Block
            
            
            2.7
            
            
            
            0.0
            
            
            
            2.7Tarapur
      Block
            
            
            1.5
            
            
            
            0.0
            
            
            
            1.5DS03
      Block
            
            
            1.5
            
            
            
            0.0
            
            
            
            1.5DS04
      Block
            
            
            0.8
            
            
            
            0.7
            
            
            
            1.5KG
      Onshore Block
            
            
            4.2
            
            
            
            4.3
            
            
            
            8.5RJ20
      Block
            
            
            4.7
            
            
            
            5.5
            
            
            
            10.2RJ21
      Block
            
            
            4.4
            
            
            
            3.7
            
            
            
            8.123.0
            
            
            
            14.2
            
            
            
            37.2




The
financial commitments for the KG Onshore block are listed at the Company's
current PI of 10%.  The Company has taken steps to increase its PI to
25% and upon approval from the GOI, the financial commitments would increase by
approximately $6.3 million for the period October 1, 2008 to September 30, 2009
and $6.5 million for the period after September 30, 2009.





13.         Contingencies




The
Company has been and continues to be engaged in discussions with GSPC seeking a
resolution to the CIA dispute; however, no agreement has been reached as of the
date of filing. The Company has been advised by GSPC, that GSPC is seeking
payment of the amount by which the exploration costs attributable to the Company
under the PSC relating to the KG Offshore Block exceeds the amount that GSPC
deems it is obligated to pay on behalf of the Company (including the net 5% PI
of RGM) under the terms of the CIA. GSPC asserts that the Company is required to
pay 10% of the exploration expenses over and above gross costs of $59.23 million
(10% being $5.923 million).




GSPC, by
letter dated August 27, 2008, has advised the DGH that the MWP for all phases
under the PSC relating to the KG Offshore Block has been
fulfilled.  GSPC has further advised the DGH and the Company that it
continues to pursue exploration activities on the block to be classified as
either Joint Operations or Exclusive Operations under the terms of the
PSC.  As such, GSPC has advised the Company by letter dated November
5, 2008 that it must elect whether it wishes to participate in these future
exploration activities over and above the MWP on the KG Offshore Block, or
alternatively GSPC will conduct these drilling activities as Exclusive
Operations as defined in the PSC.




Page
19
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


13.         Contingencies
(continued)




Based
upon the most recent information available from GSPC, the Company estimates that
GSPC has incurred as of September 30, 2008, costs under the PSC of approximately
$80.0 million representing the Company’s total proportionate share of 10% of
such costs (including 50% for the account of RGM), and, based upon the advice of
GSPC received by the Company on November 5, 2008, intends to incur an additional
$750.0 million during the twelve month period October 1, 2008 to September 30,
2009, of which, $75.0 million would represent the Company’s proportionate share
of such costs of which 50% would be for the account of RGM.




The
Company has advised GSPC that, under the terms of the CIA, the PSC, and the
Joint Operating Agreement dated August 7, 2003 (JOA), GSPC has no right to seek
the payment at this time of any portion of the sum of approximately $80.0
million and that the Company believes the payment GSPC is seeking is in breach
of the CIA. The Company further reminded GSPC, that the Company under the terms
of the CIA, shall be carried by GSPC for 100% of its entire share of any costs
during the Exploration phase prior to the start of commercial
production.




Further,
as the term of the CIA extends through the entire term of the Exploration Period
of the PSC and the JOA (currently September 11, 2009, unless otherwise
extended), the Company is of the view that its share of the proposed additional
$750.0 million of costs of drilling, future exploration wells over and above the
minimum work commitment on the KG Offshore Block, as proposed by GSPC under the
PSC, shall be subject to the CIA and shall be carried by GSPC.




The
Company obtained the opinion of external Indian legal counsel with respect to
the CIA dispute referred to above which supports management's position with
respect to the dispute.  The Company intends to vigorously protect its
contractual rights in accordance with the dispute resolution process under the
CIA, the PSC and the JOA as may be appropriate.  The Company is in the
process of formulating its response to the letter of GSPC dated November 5,
2008.





14.         Comparative
figures




a)
            As
      the Company is in its development stage, these figures represent the
      accumulated amounts of the continuing entity for the period from inception
      August 21, 2002 to September 30,
2008.




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




15. Recent
Accounting Standards


a)        Accounting for Derivative
Instruments and Hedging Activities


Statement
161, issued March 2008 amends FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities and requires companies with derivative
instruments to disclose information about how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under Statement 133, and how derivative instruments and related hedged items
affect a company's financial position, financial performance, and cash flows.
The required disclosures include the fair value of derivative instruments and
their gains or losses in tabular format, information about credit-risk related
contingent features in derivative agreements, counterparty credit risk, and the
company's strategies and objectives for using derivative instruments. The
Statement expands the current disclosure framework in Statement 133. Statement
161 is effective prospectively for periods beginning on or after November 15,
2008. The Company does not expect the adoption of FAS No. 161 to have a
material impact on the Company's consolidated financial
statements.  The Company plans to provide these additional disclosures
in the first quarter of 2009.




Page
20
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 (Unaudited)
 September
30, 2008


15.
            Recent
      Accounting Standards (continued)




b)         Business
Combinations


In
December 2007, the FASB issued FAS No. 141(R), Business Combinations.
FAS 141(R) replaces FAS No. 141, Business Combinations. FAS 141(R) retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies and requires the expensing of
acquisition-related costs as incurred. Generally, FAS 141(R) is effective on a
prospective basis for all business combinations completed on or after
January 1, 2009. The Company does not expect the adoption of FAS 141(R) to
have a material impact on the Company's financial position or results of
operations, provided that the Company does not undertake a significant
acquisition or business combination.




c)         Non-controlling
Interests in Consolidated Financial Statements.


In
December 2007, the FASB Issued FAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51" (FAS No. 160), which improves the relevance, comparability and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years
beginning after December 15, 2008. The Company does not expect the adoption
of FAS No. 160 to have a material impact on the Company's consolidated
financial position, results of operations or cash flows.




d)         Hierarchy
of Generally Accepted Accounting Principles


In May
2008, the FASB issued FAS No. 162 "The Hierarchy of Generally Accepted
Accounting Principles" (FAS 162).  FAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  FAS 162 is effective sixty days following the SEC's
approval of PCAOB amendments to AU Section 411, "The Meaning of 'Present fairly
in conformity with generally accepted accounting principles'".  The
Company is currently evaluating the potential impact, if any, of the adoption of
FAS 162 on its consolidated financial statements.





16. Subsequent
Event





On
October 3, 2008, Oil and Natural Gas Corporation Limited has exercised its
option, under the terms of the PSC, to acquire a 30% interest in the Tarapur-1
Development Area.  The exercise of this option reduces our PI from 20%
to 14%.


Page
21


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




Overview


GeoGlobal
Resources Inc. is engaged, through our subsidiaries and joint ventures in which
we are a participant, in the exploration for and development of oil and natural
gas reserves.  We initiated these activities in 2003.  At
September 30, 2008, these activities are being undertaken in locations where we
have been granted exploration rights pursuant to Production Sharing Contracts
(PSCs) relating to ten exploration blocks that we have entered into with the
Government of India (GOI).





Our oil
and gas activities currently conducted pursuant to these ten PSCs are located in
four geographic areas in geologic basins offshore and onshore India where
potential reserves of oil or natural gas are believed by our management to
exist. These areas include:




·
            The
      Krishna Godavari Basin offshore and onshore in the State of Andhra Pradesh
      in eastern India;


·
            The
      Cambay Basin onshore in the State of Gujarat in western
    India;


·
            The
      Deccan Syneclise Basin onshore in the northern portion of the State of
      Maharashtra in west central India;
and


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




Through
September 30, 2008, we have not earned any revenue from these activities and we
are considered to be in the development stage. The recoverability of the costs
we have incurred to date is uncertain and dependent upon us achieving commercial
production and sale of hydrocarbons, our ability to obtain sufficient financing
to fulfill our obligations under the PSCs in India and upon future profitable
operations and upon finalizing agreements with Gujarat State Petroleum
Corporation (GSPC) and Oil India Limited (OIL).




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




All
dollar amounts stated in this report are stated in United States dollars unless
otherwise stated.




The
following discussion and analysis of our financial condition and results of
operation should be read in conjunction with, and is qualified in its entirety
by, the more detailed information including our Consolidated Financial
Statements and the related Notes appearing elsewhere in this Quarterly
Report.  This Quarterly Report contains forward-looking statements
that involve risks and uncertainties.  Our actual results may differ
materially from the results and business plans discussed in the forward-looking
statements.  Factors that may cause or contribute to such differences
include those discussed in "Risk Factors" in our annual report on Form 10-K for
the year ended December 31, 2007 as well as those discussed elsewhere in this
Quarterly Report.  For further information, refer to the consolidated
financial statements and related notes and management's discussion and analysis
thereto included in our annual report on Form 10-K for the year ended December
31, 2007.





Production
Sharing Contracts


Below is
a summary description of information relating to the PSCs to which we are a
party and an update of certain material developments relating to our drilling
activities subsequent to our last update of those drilling activities described
within our June 30, 2008 Form 10-Q filed on August 11, 2008.  For
additional information and a more complete description of the PSCs to which we
are a party, reference should be made to our Annual Report on Form 10-K and our
quarterly reports Form 10-Q as well as our Current Reports on Form
8-K.





Krishna Godavari Offshore
Block


During the three months ended September
30, 2008, we successfully completed testing one well (KG#22) which has now been
suspended, tested one well (KG#31) which has now been abandoned, drilled and
abandoned one well (KG BRU#1),  and commenced drilling two new
exploration wells (KG#32 and KG#21).




Page
22


As
announced on July 17, 2008, the KG#22 well during clean-up flow, tested the
following stabilized gas/condensate rates which were measured through various
choke sizes at the following flowing wellhead pressures (FWHP):




DST#
            Meters
      of Perforation
            Perforation
      Interval
            Choke
      Size
            Flow
      of Gas
            Flow
      of Condensate
            FWHP3
            17
            4,652
      - 4,672 MD
            28/64"
            23.7
      MMSCFD
            84
      BBLS/D
            4,950
      psi32/64"
            27.1
      MMSCFD
            95
      BBLS/D
            4,235
      psi2
            102
            5,250
      – 5,375 MD
            28/64"
            3.4
      MMSCFD
            15.5
      BBLS/D
            883
      psi32/64"
            4.0
      MMSCFD
            
            775
      psi1
            27
            5,518
      – 5,545 MD
            28/64"
            1.2
      MMSCFD
            
            300
      psi


MD =
Measured Depth




After the
completion of the successful testing program at KG#22, the Deep Driller rig was
mobilized to its new location (KG#32) and commenced drilling.




The KG#32
exploratory well is located northeast of the KG#22 well and is anticipated to be
drilled to a total depth of approximately 5,100 meters.  This well
will explore the hydrocarbon potential in the Lower Cretaceous zone as well as
appraise the Upper Cretaceous gas discovery made in the KG#22 well.




The KG
BRU #1 well completed drilling and has been abandoned.  The Saipem
Perro Negro 3 rig used to drill the KG BRU#1 well was mobilized to its new
location (KG#21) and commenced drilling.




The KG#21
well is being drilled from the existing KG#8 well template and is anticipated to
be drilled to a total depth of approximately 6,100 meters, deviating to the
northwest towards the KG#31 well.  This exploration well is intended
to test the Lower Cretaceous zone which was unable to be tested in the KG#31
well.  As at November 6, 2008, this well continues to
drill.




The
KG#31-ST-4 was drilled to a total depth of approximately 5,900
meters.  Testing of the Lower Cretaceous was unable to be carried out
on this well, however, the Operator was able to take a number of cores for
future evaluation.  This well has now been abandoned.




The KG#19
well location continues to be suspended awaiting the completion of repairs to
the Essar Wildcat drilling rig.




Subsequent
to September 30, 2008, the KG#33 well commenced drilling with the Atwood Beacon
rig.




GSPC as
operator advised the Directorate General of Hydrocarbons (DGH)on August 27, 2008, that
with the completion of drilling the most recent three wells (KG#31, KG#22 &
KG BRU-1) that the consortium had achieved a total meterage drilled of 48,360
meters.  The total meterage required to be drilled under the original
MWP of three exploration phases (now divided into two New Phases) for twenty
wells was 45,352 meters, and as such, the consortium has now completed the
minimum work program (MWP) for all Phases on this block under the terms of the
PSC as entered into.  On October 3, 2008, DGH noted the completion of
the MWP for all exploration phases and returned to GSPC their Bank
Guarantee.




As at
November 6, 2008, fifteen wells have been or are being drilled on this
block.  Of the fifteen wells, fourteen are exploration wells and one
is an appraisal well.  Six wells (KG#8, KG#15, KG#16, KG#17, KG#22
& KG#28) have been notified to the GOI as discovery wells on this
block.





Carried Interest Dispute on
the KG Offshore Block


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




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement (CIA).  GSPC asserts that we are required to pay 10% of the
exploration expenses over and above gross costs of $59.23 million (10% being
$5.92 million) (including the net 5% interest of Roy Group (Mauritius) Inc.
(RGM)) plus interest.




Page
23


Based on
correspondence from GSPC dated September 5, 2008, GSPC is seeking a payment from
us in the amount of Rs. 355,17,42,260 (approximately $72.5 million) plus
interest as of July 31, 2008, of which 50% is for the account of
RGM.  We estimate the amount to be approximately $74.0 million plus
interest as of September 30, 2008.  GeoGlobal disputes this assertion
of GSPC.




We have
advised GSPC that, under the terms of the CIA, the terms of which are also
incorporated into the PSC and the Joint Operating Agreement dated August 7, 2003
(JOA) between the parties, it has no right to seek the payment and that we
believe the payment GSPC is seeking is in breach of the CIA.  We
further reminded GSPC that we have fulfilled over the past five years our
obligations under the CIA to provide extensive technical assistance without any
further remuneration other than the CI, all in accordance with the terms of the
CIA.  In furtherance of our position, we have obtained the opinion of
prominent Indian legal counsel who has advised us that, among other things,
under the terms of the agreements between the parties, and in particular the
CIA, we are not liable to pay any amount to GSPC for either costs and expenses
incurred or otherwise before reaching the stage of commercial
production.




GSPC, by
letter dated August 27, 2008, has advised the DGH that the minimum work program
for all phases under the PSC relating to the KG Offshore Block has been
fulfilled.  GSPC has further advised the DGH and us that it continues
to pursue exploration activities on the block to be classified as either Joint
Operations or Exclusive Operations under the terms of the PSC.  As
such, GSPC has advised us by letter dated November 5, 2008 that we must elect
whether we wish to participate in these future exploration activities over and
above the minimum work commitment on the KG Offshore Block, or alternatively,
GSPC will conduct these drilling activities as Exclusive Operations as defined
in the PSC.




Based
upon the advice of GSPC received by us on November 5, 2008, GSPC intends to
incur an additional $750.0 million during the twelve month period October 1,
2008 to September 30, 2009 of which $75.0 million would represent our
proportionate share of such costs, of which 50% would be for the account of
RGM.  We are in the process of formulating a response to the letter of
GSPC dated November 5, 2008.




We
continue to be of the view that, under the terms of the CIA, we have a CI in the
exploration activities conducted by the parties on the KG Offshore Block for
100% of our share (including the share of RGM) of costs during the Exploration
phase prior to the start date of initial commercial production on the KG
Offshore Block.  To date, commercial production has not been achieved
on the block.  .  As such we are of the view that the
proposed additional $75.0 million of the costs of drilling future exploration
wells over and above the minimum work commitment on the KG Offshore Block, as
proposed by GSPC under the PSC, shall be subject to the CIA and shall be carried
by GSPC.




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





Krishna Godavari Onshore
Block


During
the three months ended September 30, 2008, reprocessing of pre-existing 2-D
seismic data continued with a total of 902 LKM being processed.  This
exceeded the 564 LKM required to be reprocessed under the Phase I
MWP.




The
remaining work commitments of a gravity magnetic and geochemical survey along
with the 3-D seismic acquisition program, which may include a 50LKM experimental
resolution 2-D seismic program, are anticipated to commence in the first half of
2009.  This will be followed by the subsequent drilling of the first
of the twelve exploration wells.





Page
24


Mehsana
Block


As at
November 6, 2008, the required seven exploratory wells in Phase I have been
drilled on this block which meets the MWP.




The
consortium has elected not to move into Phase II on this block but rather has
requested a six month extension to Phase I in order to complete a testing and
stimulation program on existing wells in order to complete the appraisal of the
block.  DGH advised Jubilant Oil & Gas Pvt. Ltd., the operator on
August 26, 2008 that the GOI has not yet granted this extension and have
requested the operator to re-submit an appraisal program with respect to the
CB-3A discovery.




In a
letter to DGH dated August 28, 2008, Jubilant re-submitted the request for an
extension of six months to Phase I from the date of approval of such request to
complete the testing and stimulation program on existing wells in conjunction
with the appraisal of the CB-3A discovery  Approval for this request
is pending.  Under the terms of the PSC, the appraisal of the
hydrocarbon discovery at the CB-3A location must be completed by March 22,
2010.





Sanand/Miroli
Block


During
the three months ended September 30, 2008, one well (SE-11) commenced
drilling.  The well was subsequently completed and is currently
suspended awaiting testing.




Subsequent
to September 30, 1008, two wells (SE-10 & SE-8-A1) commenced drilling and as
at November 6, 2008, continue to drill.




GSPC as
operator advised DGH it would be entering into the Phase II exploration phase on
this block effective July 28, 2008.  One well from Phase II had
previously been drilled and, with the drilling of the SE-11 and SE-10
exploration wells, the MWP for Phase II has now been met.




As at
November 6, 2008, seventeen wells have been drilled on this block.  Of
the seventeen wells, fifteen are exploration wells and two are appraisal
wells.  Five wells (M-1, M-6, SE-2, SE-4 & SE-8) have been
notified to the GOI as discovery wells on this block.





Tarapur
Block


During
the three months ended September 30, 2008, one well (TS-10) completed drilling
and is currently suspended.




Subsequent
to September 30, 2008, two wells (TK-1 & P2) commenced drilling and as at
November 6, 2008, continue to drill.




A field
development plan for Tarapur #1 was filed with GOI and DGH on May 1, 2008 under
the provisions of the PSC.   Further, the Operating Committee for
the Tarapur block recommended that ONGC as the licensee, apply to the Government
of Gujarat for a mineral lease for the Tarapur discovery area within the block
(approximately 9.7 sq km) so production can commence upon approval from the GOI.
Approvals for the field development plan and the mineral lease have not yet been
received.




On
October 3, 2008, ONGC advised the consortium that under the terms of the PSC,
they were exercising their option to acquire a thirty percent (30%)
participating interest (PI) in the Tarapur #1 development area, thereby reducing
our interest to 14% in this area.




As at
November 6, 2008, twenty-five wells have been or are being drilled on this
block.  Of the twenty-five wells, nineteen are exploration wells,
three are appraisal wells and three are development wells. Three wells
(Tarapur-1, Tarapur-6 & Tarapur-G) have been notified to the GOI as
discovery wells on this block.





Ankleshwar
Block


During
the three months ended September 30, 2008, the Ank-1 and Ank-8 wells completed
drilling and two wells (Ank-10 & Ank-21) commenced drilling.




The
Ank-1and Ank-8 wells were tested and are currently suspended awaiting further
evaluation.




The
Ank-10 well completed drilling, completed testing and is currently awaiting
further appraisal.  The Ank-21 well has completed drilling and is
currently awaiting to be tested.




As at
November 6, 2008, five exploratory wells have been or are being drilled on this
block.


Page
25


DS03 and DS04
Blocks


During
the second quarter of 2008, we completed the preliminary field work, mapping and
the geochemical surveys.  We are currently in the end stages of
finalizing a geological survey report over both blocks.




We are
currently tendering to complete the aero magnetic survey, the gravity magnetic
survey and acquire a 2-D seismic program by the first half of
2009.  The planned 2-D seismic program will further enhance our
current imaging.





RJ20 and RJ21
Blocks


Based on
information as provided by OIL, as operator, during the three months ended
September 30, 2008, the 3-D seismic acquisition program commenced with
approximately 300 sq. kms. being acquired.  With this seismic
acquisition program being approximately 25% complete, it is anticipated that the
program will be finished by March 31, 2009.




OIL has
tendered a 2-D seismic program of 1,480 LKMs which will cover the MWP of all
acquisition, processing and interpretation required over both
blocks.  This 2-D program is anticipated to commence by March 31,
2009.





A
COMPARISON OF OUR OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
TO SEPTEMBER 30, 2007





Results
of Operations


Three months ended September
30, 2008 and 2007


During
the three months ended September 30, 2008, we had expenses of $927,157 compared
with expenses of $936,268 during the three months ended September 30,
2007.




Our
general and administrative expenses decreased to $583,136 from
$820,112.  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.




For the
three months ended September 30, 2008, the most significant factor decreasing
our general and administrative expenses was lower stock-based compensation
totaling $118,297 compared with $244,078 for the three months ended September
30, 2007.  The decrease was partially offset by an increase in
salaries and benefits.




Our
consulting fees increased to $135,524 during the three months ended September
30, 2008 from a recovery of $46,209 for the three month period ended September
30, 2007.  The majority of the increase related to the engagement of
various parties to assist us in resolving the CIA dispute.  The
remaining increase is a result of the costs of a consultant to model, test and
document our financial internal controls as required by the Sarbanes Oxley Act
which were not incurred in the same period in 2007.




Also
included in our consulting fees are the stock-based compensation costs relating
to stock options granted to certain consultants and re-valued at each reporting
period in accordance with FAS 123 (R).  For the three months ended
September 30, 2008, stock based compensation costs totaled a recovery of $5,095
compared with a recovery of $208,801 for the three months ended September 30,
2007.  The recovery of stock-based compensation costs results from the
reporting date fair value of options issued to consultants that remain
unvested.




Professional
fees increased to $187,075 during the three months ended September 30, 2008 from
$147,424 during the three months ended September 30,
2007.  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.  In addition, legal services have been engaged to assist
us in resolving the CIA dispute.




There
were no impairment charges during the three months ended September 30, 2007 and
2008.




Our other
expenses and income during the three months ended September 30, 2008 resulted in
income of $191,177 versus income of $691,859 for the same period in 2007,
substantially all of which in both periods was interest income on our cash and
cash equivalents.  This decrease is primarily attributed to a lower
interest rate earned on our short-term investments as well as lower cash
balances.  During the quarter, we earned interest at the rate of
approximately 2.3% per annum on our short-term investments compared with
approximately 5.1% for the three months ended September 30, 2007.




Page
26


We
capitalized overhead costs directly related to our exploration activities in
India.  During the three months ended September 30, 2008, these
capitalized overhead costs were $594,155 as compared to $1,093,243 during the
three months ended September 30, 2007.  The treatment of capitalized
overhead costs remained consistent with the comparable quarter and includes
costs relating to personnel, consultants, their travel, necessary resources and
stock-based compensation directly associated with the advancement of our oil and
gas interests.  The total stock-based compensation capitalized during
the three months ended September 30, 2008 was $69,580 compared with $213,484 for
the three months ended September 30, 2007.





Nine months ended September
30, 2008 and 2007


During
the nine months ended September 30, 2008, we had expenses of $6,885,538 compared
with expenses of $2,322,071 during the nine months ended September 30,
2007.  The increase is primarily the result of an asset impairment
charge to operations totaling $3,765,015 and an overall increase in the scale of
our participation in oil and gas exploration activities.




Our
general and administrative expenses decreased to $1,753,113 from
$1,771,399.  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.




For the
nine months ended September 30, 2008, salaries and benefits were approximately
$375,000 compared with $139,000 for the nine months ended September 30,
2007.  The majority of the increase is due to the timing of hiring
additional accounting and finance personnel as compared to engaging consultants
to complete similar tasks for the same period in 2007.




For the
nine months ended September 30, 2008, our bank guarantee fees totaled $156,377
compared with $61,996 for the nine months ended September 30,
2007.  Our bank guarantees have been provided to serve as guarantees
for the performance of our minimum commitments on our exploration work programs
under our PSCs and were renewed in April 2008.  As the budgets for the
exploration work programs are adjusted, the bank guarantees are modified
accordingly.




For the
nine months ended September 30, 2008, our general and administrative costs were
offset by our stock-based compensation expense totaling $484,785 compared to
$747,127 for the nine months ended September 30, 2007.  Stock-based
compensation costs fluctuate based upon the number of options being granted and
the time frame for the options to vest.




Our
consulting fees increased to $599,785 during the nine months ended September 30,
2008 from $22,469 for the nine months ended September 30, 2007.  The
majority of the increase related to the engagement of various parties to assist
us in resolving the CIA dispute.  The remaining increase is a result
of the costs of a consultant to model, test and document our financial internal
controls as required by the Sarbanes Oxley Act which were not incurred in the
same period in 2007.




For the
nine months ended September 30, 2008, stock-based compensation costs totaled a
recovery of $58,921 compared with a recovery of $373,077 for the nine months
ended September 30, 2007.




Professional
fees increased to $705,771 during the nine months ended September 30, 2008 from
$488,918 during the nine months ended September 30,
2007.  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.  A significant portion of the increase for the nine months
ended September 30, 2008 relates to the restatement of our prior year financial
statements.  In addition, legal services have been engaged to assist
us in resolving the CIA dispute.




During
the nine months ended September 30, 2008, we recorded an impairment charge to
the statement of operations totaling $3,765,015.




The
Egyptian Option agreement has expired and we have not yet negotiated an
additional extension.  In the second quarter we determined the value
of the Egyptian blocks to be impaired and therefore have charged to the
statement of operations the full carrying value of the Egyptian
blocks.  The amount of the impairment includes the value of the
capitalized costs and the value of the related non-refundable bank
guarantees.




Page
27


In
addition to the Egyptian impairment, we have also determined that the carrying
values of our interests in exploration blocks in Oman and Yemen were impaired
inasmuch as we have no current plans to further explore these
areas.  These amounts were charged to the statement of operations
during the second quarter.




Our other
expenses and income during the nine months ended September 30, 2008 resulted in
income of $861,266 versus income of $1,561,470 for the same period in 2007,
substantially all of which in both periods was interest income on our cash and
cash equivalents.  This decrease is primarily attributed to a lower
interest rate earned on our short-term investments as well as lower cash
balances.  During the nine months ended September 30, 2008, we earned
interest at the rate of approximately 2.7% per annum on our short-term
investment compared with approximately 5.0% for the nine months ended September
30, 2007.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the nine months ended September 30, 2008, these
capitalized overhead costs were $2,439,556 as compared to $2,767,239 during the
nine months ended September 30, 2007.  The capitalized cost remained
consistent with the prior year and includes costs relating to personnel,
consultants, their travel and associated costs and stock-based compensation
directly associated with the advancement of our oil and gas
interests.  The total stock-based compensation capitalized during the
nine months ended September 30, 2008 was $373,291 compared with $477,764 for the
nine months ended September 30, 2007.





Liquidity
and Capital Resources


Liquidity
is a measure of a company's ability to meet potential cash
requirements.  We have historically met our capital requirements
through the issuance of common stock as well as proceeds from the exercise
of warrants and options to purchase common equity.  While we believe
we are funded adequately at this time to meet our minimum exploration
commitments based on the current level of commitments and expenditures under the
PSCs we are currently a party to and our expected general and administrative
expenses for the next 12 months, there can be no assurance that we will not be
required to obtain additional funding during the 12 months ended September 30,
2009.




In the
future, if we deem it necessary to raise capital for continued exploration block
acquisition, we may seek to raise additional equity capital or access the debt
markets.  There can be no assurance this capital will be available and
if it is not, we may be forced to substantially curtail or cease exploration
block acquisition and/or exploration expenditures.  No assurance can
be made that such financing would be available, and if available it may take
either the form of debt or equity.  Raising additional equity capital
could result in significant dilution to our existing stockholders and otherwise
possibly adversely affect the public market for our
securities.  Raising debt capital could be on terms imposing
significant interest and principal amortization payments, thereby affecting our
liquidity, and would likely include requirements to comply with a number of
affirmative and negative covenants which could materially restrict and possibly
limit our operations and business plans.  We currently have no
specific plans or arrangements to raise additional capital.




To date,
we have not earned revenue from our operations and we are considered to be in
the development stage.  We incur negative cash flows from operations,
and at this time all exploration activities and overhead expenses are financed
by way of equity issuance and interest income.  The recoverability of
our costs incurred to date is uncertain and dependent upon achieving commercial
production or sale.  Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of operations, particularly companies in the oil and gas exploration
industry.
  Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from our oil and natural gas interests in the
future.  Our financial statements as at and for the three months and
nine months ended September 30, 2008 have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.  We
incurred a net loss of $0.7 million, and used $0.6 million of cash flow in our
operating activities for the three months ended September 30,
2008.  We incurred a net loss of $6.0 million, used $2.3 million of
cash flow in our operating activities for the nine months ended September 30,
2008, and had an accumulated deficit of $15.3 million as at September 30,
2008.  These matters raise doubt about our ability to continue as a
going concern.




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28


We expect
to incur substantial expenditures to further our exploration programs and our
existing cash balance and any cash flow from operating activities may not be
sufficient to satisfy our current obligations and meet our exploration
commitments.  We have various alternatives under consideration to
remedy any future shortfall in capital.  We may deem it necessary to
raise capital through equity markets, debt markets or other innovative financing
arrangements, including participation arrangements that may be available for
continued exploration expenditures.  There can be no assurance this
capital will be available and if it is not, we may be forced to substantially
curtail or cease exploration block acquisition and/or exploration
expenditures.
 We are
working with our joint venture partners to bring commercial production on stream
in an effort to generate operating cash flows.  Any operating cash
flows will be dependent upon many factors, including production levels, sales
volumes, market prices and other factors beyond our control.
  To
provide financing for our ongoing operations, we secured $28.4 million in
financing in June 2007.  As at September 30, 2008, we have working
capital of $21.8 million which is available for our future
operations.  In addition, we have $10.8 million in restricted deposits
pledged as security against the MWP which will be released upon completion of
the MWP.
  Should
the going concern assumption not be appropriate and we are not able to realize
upon our assets and settle our liabilities, commitments and contingencies (as
described in note 13) in the normal course of operations, these consolidated
financial statements would require adjustments to the amounts and
classifications of assets and liabilities, and these adjustments could be
significant.
  These
consolidated financial statements do not reflect the adjustments or
reclassifications of assets and liabilities that would be necessary if we are
unable to continue as a going concern.
  At
September 30, 2008, our cash and cash equivalents were $28,550,896 (December 31,
2007 - $48,134,858).  The majority of these funds are being held at
creditworthy institutions in US dollars, of which, $28,039,468 is held in term
deposits earning interest based on the US prime rate.  In addition to
our cash and cash equivalents, we have $10,830,000 (December 31, 2007 -
$4,555,480) in restricted deposits securing bank guarantees under the terms of
our PSCs which will be released upon meeting our minimum work exploration
commitments.  We also earn interest income on these
balances.
  Financial Commitments Under Our
PSCs Commitments




In
addition, we have participated in the NELP VII bidding round for the award of
further PSCs for exploration blocks expected to be awarded by the GOI in the
future.  As of November 6, 2008, we have not received final
confirmation as to the success of our bidding exercise.




We have
no present specific plans at this time to join with others in bidding for PSCs
in India or elsewhere.  As opportunities arise, we may seek to acquire
minority PIs in exploration blocks where PSCs have been heretofore
awarded.  The acquisition of any such interests would be subject to
the execution of a definitive agreement and obtaining the requisite government
consents and other approvals.




At the
time of filing this Report, we are not aware of any facts or circumstances that
lead us to believe that the outcome of the CIA dispute will have a material
effect on our liquidity.  However, although we deny any liability to
GSPC for any amounts claimed, our negotiations with GSPC may lead us to agree to
make certain payments to GSPC solely as an inducement to GSPC to resolve the
dispute.  No such agreement has been made at the date of filing this
report.




The
decrease in our cash and cash equivalents to $28,550,896 from $48,134,858 at
December 31, 2007 is primarily the result of funds used in operating and
investing activities as follows:




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29


Our net
cash used in operating activities during the nine months ended September 30,
2008 was $2,308,222 as compared to $340,153 for the nine months ended September
30, 2007.  This increase is mainly related to higher cash costs in
general and administrative costs, consulting fees and professional fees combined
with lower interest income earned on our short-term investments during the nine
months ended September 30, 2008 versus the nine months ended September 30,
2007.




Cash used
by investing activities during the nine months ended September 30, 2008 was
$17,937,740 as compared to $9,476,874 during the nine months ended September 30,
2007.  This increase is a result of additional expenditures on our oil
and gas activities, including our accounts payable, which is consistent with the
increased scale of our participation and the addition of $7,482,058 in
restricted deposits, which serve as collateral for our bank guarantees, arising
out of our higher exploration and development budgets for the period April 1,
2008 to March 31, 2009 as compared to the similar prior year
period.




Cash
provided by financing activities for the nine months ended September 30, 2008
was $662,000 as compared to $26,709,853 during the nine months ended September
30, 2007.  During the nine months ended September 30, 2007, we
completed the sale of 5,680,000 Units of our securities at $5.00 per Unit for
aggregate cash gross proceeds of $28,400,000 less share issuance costs of
$2,015,272 and $4,450 of accounts payable relating to financing
activities.  Further, during the nine months ended September 30, 2007,
cash of $320,675 was provided from the issuance of 317,500 shares of common
stock on the exercise of options. During the nine months ended September 30,
2008, there was no comparable sale of shares, except for cash proceeds of
$662,000 received on the exercise of options to purchase an aggregate of 600,000
common shares.




We do not
expect to have any significant change in 2008 in our number of
employees.  We believe that current rates of inflation will not have a
material effect on our activities.





Financial
Commitments Under Our PSCs


Each of
the PSCs to which we are a party provide for multi-phase oil and gas exploration
activities involving MWPs to be conducted over periods of years.  Each
of the PSCs provide that we, together with our co-parties to the agreements, are
required to make financial commitments in proportion to our PIs under the PSCs
relating to the exploration activities to be conducted. Further, the PSCs
contain provisions whereby the parties must provide the GOI a bank guarantee in
the amount of 35% of the participant's share of the MWP for a particular phase,
to be undertaken annually during the budget period April 1 to March
31.  We have provided to the GOI bank guarantees for the performance
of such MWP for the budget period April 1, 2008 to March 31, 2009 which are in
the form of irrevocable letters of credit and secured by our term deposits in
the same amount.




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30


The
amount of these bank guarantees for each of our PSCs is as follows:




Exploration
      Blocks – India
            
            ($
      in millions)KG
      Onshore
            
            
            3.7Mehsana
            
            
            0.1Sanand/Miroli
            
            
            1.3Ankleshwar
            
            
            1.5Tarapur
            
            
            0.9DS
      03
            
            
            0.5DS
      04
            
            
            0.2RJ
      20
            
            
            1.5RJ
      21
            
            
            1.110.8




In an
effort to increase our PI to 25% in the KG Onshore Block, we have increased our
Bank Guarantee by $2.2M to $3.7M.  If the additional PI does not
materialize, the $2.2M will be released back to our general funds.





KG Offshore Block Financial
Commitment


Under the
terms of the CIA, GSPC is responsible for our entire share of any and all costs
incurred during the exploration phase prior to the date of initial commercial
production on this block.  The CIA provides that all of our
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.  We are not entitled to any share of production
until GSPC has recovered our share of the costs and expenses that were paid by
GSPC on our behalf.  We incur certain exploration costs related to the
KG Offshore Block in providing services which are not reimbursable under the
CIA.





KG Onshore Block Financial
Commitment


We will
be required to fund our proportionate share of the costs incurred in the KG
Onshore 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% PI in the
block and approximately $21.4 million with respect to a 25% PI in the
block.  We estimate the expenditures over the next 12 months ended
September 30, 2009 will be $4.2 million at a 10%PI and $10.5 million at a 25%
PI.  These expenditures entail performing the required geological
surveys and studies for Phase I, as well as a 50 LKM 2-D seismic acquisition
program and the interpretation and processing thereof and the drilling of three
exploratory wells.





Mehsana Block Financial
Commitment


Jubilant,
as operator, has elected not to proceed to Phase II and as such, we are not
budgeting funds for exploration activities on the Mehsana Block during the
period October 1, 2008 to September 30, 2009 based on our 10%
PI.  Jubilant has requested an extension of six months to Phase I from
the date of approval of such request, to complete the testing and stimulation
program on existing wells in conjunction with the appraisal of the CB-3A
discovery.  Approval of such extension from the GOI is
pending.





Sanand/Miroli Block
Financial Commitment


We
estimate the total capital expenditures for the exploration activities on the
Sanand/Miroli Block over the next 12 months ended September 30, 2009 will be
approximately $3.2 million based on our 10% PI.  They entail costs of
drilling of six exploratory wells which includes the remaining two well
commitment from Phase I, the three well commitment from Phase II and the two
well commitment from Phase III.  Further, the budget includes the
drilling of four wells, classified as appraisal wells under the
PSC.





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31


Tarapur Block Financial
Commitment


GSPC on
behalf of the consortium partners has submitted an application to the GOI for an
extension beyond Phase III of the PSC for an additional 12 months from the date
of approval to complete an additional work program of drilling four exploration
wells under the GOI new extension policy.  This extension has not yet
been approved.  If the request for the additional 12 months is not
granted, the third and final phase of exploratory activities on the Tarapur
Block would be deemed to have expired on November 22, 2007 and all areas not
encompassing a commercial discovery, which may include areas where the
consortium has conducted drilling activities, would be relinquished back to the
GOI.




If the
request for the additional 12 months is granted, we estimate total capital
expenditures we will be required to contribute to complete the additional work
program over the next 6 months will be approximately $1.5 million.




Oil and
Natural Gas Corporation Limited of India (ONGC) has the right to participate in
the development of any commercial discovery on the Tarapur Block by acquiring a
30% PI as provided under the PSC.  On October 3, 2008, ONGC advised
the consortium that under the terms of the PSC, they were exercising their
option to acquire a thirty percent (30%) PI in the Tarapur #1 development area,
thereby reducing our interest to 14% in that area.





Ankleshwar Block Financial
Commitment


We
estimate total capital expenditures for the exploration activities on the
Ankleshwar Block during the period ending March 31, 2009, based on our 10% PI
will be approximately $2.7 million.  These expenditures entail the
drilling of all fourteen exploratory wells comprising the MWP for Phase
I.





Deccan Syneclise Basin
Financial Commitment


We
estimate our expenditures for exploration activities during the next 12 months
ending September 30, 2009 for both the DS-03 and DS-04 Blocks will be
approximately $2.3 million based upon our 100% PI.  These expenditures
include the completion of the documentation and reports to the gravity magnetic
and geochemical surveys along with the acquisition of a 2-D seismic of
approximately 50 line kms.  We further estimate that the costs to be
incurred after September 30, 2009 to complete our Phase I commitments will be
approximately $10.7 million.  We have a 100% PI in both of the DS
blocks.





Rajasthan Basin Financial
Commitment


We will
be required to fund our 25% proportionate share of the costs incurred on both
these blocks which is estimated to be approximately $18.3 million over the four
years of the first phase of the work commitments for both blocks.  We
estimate for the next 12 months ending September 30, 2009, our expenditures on
the first phase will amount to approximately $9.1 million.  These
expenditures entail performing the required surveys, the 2D and the 3D seismic
acquisition program and the interpretation and processing thereof and the
drilling of three exploration wells.





ITEM
3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





Commodity
Price Risk


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




At
September 30, 2008, we have not entered into any market risk sensitive
instruments, as such term is defined in Item 305 of Regulation S-K relating to
oil and natural gas.


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32


Interest
Rate Risk


At
September 30, 2008, we had cash and cash equivalents of approximately $28.6
million.  Substantially, all these funds are held in U.S. dollars and
our cash equivalents are invested in high-quality credit instruments, primarily
of money market funds with maturities of 90 days or less.  We do not
expect any material loss from cash equivalents, and therefore we believe our
interest rate exposure on invested funds is not
material.  Fluctuations in interest rates can be expected to affect
the interest income we receive on the invested funds.




At
September 30, 2008, we had approximately $10.8 million in restricted
deposits.  Substantially, all these funds are held in U.S. dollars and
are invested in high-quality credit instruments, primarily of money market funds
with maturities of one year or less.  We do not expect any material
loss from cash equivalents, and therefore we believe our interest rate exposure
on invested funds is not material.  Fluctuations in interest rates can
be expected to affect the interest income we receive on the invested
funds.




At
September 30, 2008, we had no long-term debt outstanding and held no market risk
sensitive instruments related to the interest rate risk.





Foreign
Currency Risk


Substantially,
all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
denominated securities. At September 30, 2008, we had no operating
revenues.  Certain of our expenses are fixed or denominated by foreign
currencies including the Canadian dollar and the Indian Rupees.  We
are exposed to market risks associated with fluctuations in foreign currency
exchange rates related to our transactions denominated in currencies other than
the U.S. dollar.




At
September 30, 2008, we had not entered into any market risk sensitive
instruments relating to our foreign currency exchange risk.





Trading
Risks


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





ITEM
4. CONTROLS AND PROCEDURES





Disclosure
Controls


Our
management, with participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures as of September 30, 2008. Disclosure controls and procedures are
defined under SEC rules as controls and other procedures that are designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Securities Exchange
Act of 1934 is accumulated and communicated to the company's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control
objectives.




Based on
the identification of the material weaknesses in our internal control over
financial reporting described in our Annual Report on Form 10-K for the year
ended December 31, 2007 and the resulting delay in timely filing of that Report
and the March 31, 2008 Form 10-Q, the Chief Executive Officer and the Chief
Financial Officer have concluded that our disclosure controls and procedures
were not effective as of September 30, 2008, however, along with the Plan as
disclosed in our Form 10-K for the year ended December 31, 2007, we continue to
take steps to correct this situation.





Changes
in Internal Controls


No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act) occurred during the quarter
ended September 30, 2008 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.


Page
33


PART
II


OTHER
INFORMATION





ITEM
1A.                      RISK FACTORS





Risks
relating to us are described in detail in Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2007 filed on June 10,
2008.  Changes to certain of those risk factors which may be deemed to
be material have been included in this quarterly report.  Reference
should be made to our Annual Report as well as to the following for complete
information regarding all risk factors material to investors.





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


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




Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from oil and natural gas interests in the
future.  Our financial statements as at and for the three months and
nine months ended September 30, 2008 have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.  We
incurred a net loss of $0.7 million, and used $0.6 million of cash flow in our
operating activities for the three months ended September 30,
2008.  We incurred a net loss of $6.0 million, used $2.3 million of
cash flow in our operating activities for the nine months ended September 30,
2008 and had an accumulated deficit of $15.3 million as at September 30,
2008.  These matters raise doubt about our ability to continue as a
going concern.




We expect
to incur substantial expenditures to further our exploration programs and the
existing cash balance and any cash flow from operating activities may not be
sufficient to satisfy the current obligations and meet our exploration
commitments.  We are considering various alternatives to remedy any
future shortfall in capital.  We may deem it necessary to raise
capital through equity markets, debt markets or other financing arrangements,
including participation arrangements that may be available for continued
exploration expenditures.  There can be no assurance this capital will
be available and if it is not, we may be forced to substantially curtail or
cease exploration block acquisition and/or exploration expenditures which could
lead to our inability to meet all of our commitments under all our
PSCs.





GSPC Is Seeking a Payment
From Us In the Amount Of Approximately $74.0 Million plus interest as of
September 30, 2008  On Account of GSPC's Exploration Costs On the KG
Offshore Block


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




GSPC
contends that this excess amount is not within the terms of the
CIA.  GSPC asserts that we are required to pay 10% of the exploration
expenses over and above gross costs of $59.23 million (10% being $5.92 million)
(including the net 5% interest of RGM) plus interest.




Based on
correspondence from GSPC dated September 5, 2008, GSPC is seeking a payment from
us in the amount of Rs. 355,17,42,260 (approximately $72.5 million) plus
interest as of July 31, 2008, of which 50% is for the account of
RGM.  We estimate the amount to be approximately $74.0 million plus
interest as of September 30, 2008.  GeoGlobal disputes this assertion
of GSPC.




Page
34


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




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




We intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the CIA, the PSC and the JOA as may be
appropriate.  However, there can be no assurance that GSPC will not
institute arbitration or other proceedings seeking to recover the sum or
otherwise contend we are in breach of the PSC or that the effect of GSPC seeking
payment of this sum may not hinder our capital raising and other
activities.  In September 2007, we commenced discussions with GSPC in
an effort to reach an amicable resolution, however, no agreement has been
reached as of November 6, 2008.





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


Our PSCs
relating to our exploration blocks in India provide that by the end of the first
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells or performed certain exploration
activities.  The first phase of the exploration period relating to the
PSC for the KG Offshore Block expired without the required minimum of at least
fourteen exploration wells being drilled during the first phase.  The
PSCs also have provisions for termination of the PSC on account of various
reasons specified therein including material breach of the
contract.  This failure to timely complete the minimum work commitment
may be deemed to constitute such a breach.  Termination rights can be
exercised after giving ninety days written notice.  The termination of
a PSCby the GOI
would result in the loss of our interest in the PSC other than contract areas of
the PSC determined to encompass "commercial discoveries".




We are
continuing to await the final approval of the Government of India (GOI) of a
merger of the exploration phases of the drilling program on the KG Offshore
Block.  In addition, GSPC, as operator of the drilling program,
exercised an option to substitute a total meterage drilled commitment in the new
work program phase that would be irrespective of the number of wells drilled
which number is a requirement under the PSC.  Under these new
policies, any contractor who exercises this option would be required to
relinquish 50% of the contract area at the end of the New Phase I.  We
are awaiting confirmation that the exercise of the option has been
accepted.




Subject
to the acceptance of the exercise of the option, at the end of the New Phase I
on March 11, 2008, the contracting parties were required to relinquish 50% of
the Contract Area of the KG Offshore Block that is not a Discovery or
Development Area as defined in the PSC.  Approval from the GOI of the
merger of the initial Phase I and II into a New Phase I along with the
requirement of the relinquishment of 50% of the Contract Area is currently
outstanding.  The New Phase II, if granted, would have a term of 1.5
years expiring September 11, 2009.




GSPC as
operator advised the DGHon August 27, 2008, that
with the completion of drilling the most recent three wells (KG#31, KG#22 &
KG BRU-1) that the consortium had achieved a total meterage drilled of 48,360
meters.  The total meterage required to be drilled under the original
MWP of three exploration phases (now divided into two New Phases) for twenty
wells was 45,352 meters, and as such, the consortium advised the DGH that the
consortium has now completed the Minimum Work Program (MWP) for all Phases on
this block under the terms of the PSC as entered into..  On October 3,
2008, DGH noted the completion of the MWP for all exploration phases and
returned to GSPC its bank guarantee serving as security for the performance of
the MWP.  We continue to await action by the GOI on this
matter.




We are
unable to determine at this time the outcome of these matters but, among other
possible outcomes, the failure of the contracting parties to receive these
requested actions by the GOI could result is the termination of the PSC by the
GOI or the loss by the parties of some or all of the contract area under the PSC
for the KG Offshore Block.




Page
35


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




With
respect to the KG Offshore Block, we are of the view that GSPC, under the terms
of our CIA, would be liable for our PI share of any amount required to complete
the MWP for a phase and any further costs during the Exploration Period prior to
the start date of commercial production.





Possible Inability of
Contracting Parties to Obtain Extensions to Certain Phases of
Exploration


GSPC, as
operator of the Tarapur Block, has submitted an application for an extension
beyond Phase III of the PSC for an additional twelve months to complete an
additional work program of drilling four wells under the GOI new extension
policy which has not yet been approved.  GOI consent to this
application has not yet been approved or received.   If the above
request for an additional 12 months is not granted, the third and final phase of
exploratory activities on the Tarapur Block will have expired on November 22,
2007.  Under the terms of the PSC, all areas not encompassing a
commercial discovery after November 22, 2007 would be relinquished back to the
GOI and our investment in exploration costs on areas that will be required to be
relinquished back to the GOI, which includes areas where the consortium has
conducted drilling activities, will be lost.




In April
2008, Jubilant, the operator of the Mehsana Block, requested a six month
extension to Phase I in order to complete a testing and stimulation program on
other existing wells in order to complete the appraisal of the
block.




DGH
advised Jubilant on August 26, 2008 that the GOI has not yet granted this
extension and have asked the operator to re-submit an appraisal program with
respect to the CB-3A discovery.




In a
letter to DGH dated August 28, 2008, Jubilant re-submitted the request for an
extension of six months to Phase I from the date of approval of such request to
complete the testing and stimulation program on existing wells in conjunction
with the CB-3A discovery.  Approval for this request is
pending.  Under the terms of the PSC guidelines, the appraisal of the
hydrocarbon discovery at the CB-3A location must be completed by March 22,
2010.





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




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




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




Page
36


As of
September 30, 2008, we had cash and cash equivalents of approximately $28.6
million.  Although exploration activity budgets are subject to ongoing
review and revision, our present estimate of our commitments of capital pursuant
to the terms of our PSCs relating to our ten exploration blocks totals
approximately $23.0 million during the period October 1, 2008 to September 30,
2009.  Further, we anticipate our expenditures on the KG Onshore Block
to be $4.2 million based upon a 10% PI.  Upon receipt of approval from
the GOI for the increase to a 25% PI, these expenditures will increase to $10.5
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.





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.  The company updates forward-looking information
related to operations, production and capital spending on a quarterly basis and
updates reserves on an annual basis.




Forward-looking
statements made herein include, but are not limited to:


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


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


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


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


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


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


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


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




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


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


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


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


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


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


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


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37


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




An
investment in shares of our common stock involves a high degree of
risk.  There can be no assurance that the exploratory drilling to be
conducted on the exploration blocks in which we hold an interest will result in
any discovery of reserves of hydrocarbons or that any hydrocarbons that are
discovered will be in commercially recoverable quantities.  In
addition, the realization of any revenues from commercially recoverable
hydrocarbons is dependent upon the ability to deliver, store and market any
hydrocarbons that are discovered.  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
inability to meet our goals and objectives or the consequences to us from
adverse developments in general economic or capital market conditions, events
having international consequences, or military or terrorist activities could
have a material adverse effect on us.  We caution you that various
risk factors accompany those forward-looking statements and are described, among
other places, under the caption "Risk Factors" herein.  They are also
described in our Annual Reports on Form 10-K, our Quarterly Reports on Form
10-Q, and our Current Reports on Form 8-K.  These risk factors could
cause our operating results, financial condition and ability to fulfill our
plans to differ materially from those expressed in any forward-looking
statements made in this Report and could adversely affect our financial
condition and our ability to pursue our business strategy and
plans.





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38


ITEM
6.                      EXHIBITS





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




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




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




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





* filed
or furnished herewith


Page
39











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)





November
10,
2008                               /s/
Jean Paul Roy


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


Jean Paul Roy


President and Chief Executive
Officer


(Principal Executive
Officer)





November
10,
2008                               /s/
Allan J. Kent


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


Allan J. Kent


Executive Vice President and Chief
Financial Officer


(Principal Financial and Accounting
Officer)