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 March 31, 2007;oro
            
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the transition period from ____________ to
                ____________.





Commission
      file Number: 1-32158








**GEOGLOBAL
      RESOURCES INC.**


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


(Exact
      name of registrant as specified in its charter)





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





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


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


(Address
      of principal executive offices, zip code)


403/777-9250


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


(Registrant’s
      Telephone Number, Including Area Code)


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      proceeding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.


YES
      [X]  NO
      [
      ]


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


Large
                accelerated filer
            
            Accelerated
                filer
            þ
            Non-accelerated
                filer





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


YES
      [
      ]  NO
      [X]


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


Class
            
            Outstanding
                at May 14, 2007COMMON
                STOCK, PAR VALUE $.001 PER SHARE
            
            66,228,256











Table
          of Contents


**GEOGLOBAL
      RESOURCES INC.**


**(a
      development stage enterprise)**


**QUARTERLY
      REPORT ON FORM 10-Q**





**TABLE
      OF CONTENTS**





**Page
                No.****PART
                I.**
            
            **FINANCIAL
                INFORMATION****Item
                1.**
            
            **Financial
                Statements**Consolidated
                Balance Sheets as of March 31, 2007 and
              December
                31, 2006 (Unaudited)
            
            3Consolidated
                Statements of Operations for the three months
                ended
              March
                31, 2007 and March 31, 2006 and for the period from
                inception on
              August
                21, 2002 to March 31, 2007
                (Unaudited)
            
            4Consolidated
                Statements of Cash Flows for the three months
                ended
              March
                31, 2007 and March 31, 2006 and for the period from
                inception on
              August
                21, 2002 to March 31, 2007
                (Unaudited)
            
            5Notes
                to the Consolidated Financial Statements as at March
                31, 2007 (Unaudited)
            
            6-24**Item
                2.**
            
            **Management's
                Discussion and Analysis of Financial Condition
                and Results of Operations**
            
            **25****Item
                3.**
            
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**
            
            **44****Item
                4.**
            
            **Controls
                and Procedures**
            
            **45****PART
                II.**
            
            **OTHER
                INFORMATION****Item
                1A.**
            
            **Risk
                Factors**
            
            **45****Item
                6.**
            
            **Exhibits**
            
            **45**








Page2
 Table
          of Contents


**PART
      I.**  **FINANCIAL
      INFORMATION**


**ITEM
      1.**  **FINANCIAL
      STATEMENTS**





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                BALANCE SHEETS**
              **(Unaudited)****March
                31, 2007**
              **US
                $**
            
            December
                31, 2006
              US
                $**Assets**CurrentCash
                and cash equivalents
            
            
            **29,534,112**
            
            
            32,362,978Accounts
                receivable
            
            
            **159,753**
            
            
            202,821Prepaids
                and deposits
            
            
            **143,492**
            
            
            31,232**29,837,357**
            
            
            32,597,031Restricted
                cash (note11a)
            
            
            **3,194,696**
            
            
            3,590,769Property
                and equipment (note 3)
            
            
            **522,521**
            
            
            183,427Oil
                and gas interests, not subject to depletion (note 4)
            
            
            **11,431,133**
            
            
            9,722,738**44,985,707**
            
            
            46,093,965**Liabilities**CurrentAccounts
                payable
            
            
            **439,234**
            
            
            1,888,103Accrued
                liabilities
            
            
            **271,130**
            
            
            33,487Due
                to related companies (notes 8c, 8d and 8e)
            
            
            **8,896**
            
            
            33,605**719,260**
            
            
            1,955,195**Stockholders'
                Equity**(note
                5)Capital
                stockAuthorized100,000,000
                common shares with a par value of US$0.001 each1,000,000
                preferred shares with a par value of US$0.01 eachIssued66,228,255
                common shares (December 31, 2006 - 66,208,255)
            
            
            **51,637**
            
            
            51,617Additional
                paid-in capital
            
            
            **47,662,044**
            
            
            47,077,827Deficit
                accumulated during the development stage
            
            
            **(3,447,234**
            **)**
            
            (2,990,674
            )**44,266,447**
            
            
            44,138,770**44,985,707**
            
            
            46,093,965See
                Commitments, Contingencies and Guarantees (note 11)
              The
                accompanying notes are an integral part of these Consolidated Financial
                Statements





Page3
 Table
          of Contents





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                STATEMENTS OF OPERATIONS**
              **(Unaudited)****Three
                months**
              **ended**
              **Mar
                31, 2007**
              **US
                $**
            
            Three
                months ended
              Mar
                31, 2006
              US
                $
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007
              US
                $Restated
              (note
                12b)
            
            (note
                12a)**Expenses**(notes
                6b, 8c, 8d and 8e)General
                and administrative
            
            
            **387,000**
            
            
            272,204
            
            
            2,897,716Consulting
                fees
            
            
            **266,540**
            
            
            78,917
            
            
            2,130,791Professional
                fees
            
            
            **231,572**
            
            
            35,741
            
            
            984,248Depreciation
            
            
            **11,650**
            
            
            9,689
            
            
            222,960**896,762**
            
            
            396,551
            
            
            6,235,715**Other
                expenses (income)**Consulting
                fees recovered
            
            
            **--**
            
            
            --
            
            
            (66,025
            )Equipment
                costs recovered
            
            
            **--**
            
            
            --
            
            
            (19,395
            )Gain
                on sale of equipment
            
            
            **--**
            
            
            --
            
            
            (42,228
            )Foreign
                exchange (gain) loss
            
            
            **(4,509**
            **)**
            
            1,331
            
            
            22,038Interest
                income
            
            
            **(435,693**
            **)**
            
            (399,869
            )
            
            (2,682,871
            )**(440,202**
            **)**
            
            (398,538
            )
            
            (2,788,481
            )**Net
                earnings (loss) and comprehensive earnings (loss) for the period**(note
                9)
            
            
            **(456,560**
            **)**
            
            1,987
            
            
            (3,447,234
            )**Net
                earnings (loss) per share - basic and diluted**(note
                5f)
            
            
            **(0.01**
            **)**
            
            0.00








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


Page4
 Table
          of Contents





**GEOGLOBAL
                RESOURCES INC.**
              **(a
                development stage enterprise)**
              **CONSOLIDATED
                STATEMENTS OF CASH
                FLOWS****Three
                months**
              **ended**
              **Mar
                31, 2007**
              **US
                $**
            
            Three
                months
              ended
              Mar
                31, 2006
              US
                $
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007
              US
                $Restated
              (note
                12b)
            
            (note
                12a)**Cash
                flows provided by (used in) operating activities**Net
                earnings (loss)
            
            
            **(456,560**
            **)**
            
            1,987
            
            
            (3,447,234
            )Adjustments
                to reconcile net loss to net cash used
              in
                operating activities:Depreciation
            
            
            **11,650**
            
            
            9,689
            
            
            222,960Gain
                on sale of equipment
            
            
            **--**
            
            
            --
            
            
            (42,228
            )Stock-based
                compensation (note 6b)
            
            
            **352,245**
            
            
            85,095
            
            
            1,542,421Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            **43,068**
            
            
            (131,001
            )
            
            (84,753
            )Prepaids
                and deposits
            
            
            **(112,260**
            **)**
            
            53,111
            
            
            (143,492
            )Accounts
                payable
            
            
            **124,034**
            
            
            (32,200
            )
            
            158,685Accrued
                liabilities
            
            
            **--**
            
            
            --
            
            
            33,487Due
                to related companies
            
            
            **(24,709**
            **)**
            
            (81,356
            )
            
            (32,860
            )**(62,532**
            **)**
            
            (94,675
            )
            
            (1,793,014
            )**Cash
                flows provided by (used in) investing activities**Oil
                and gas interests
            
            
            **(1,496,603**
            **)**
            
            (2,226,981
            )
            
            (10,452,652
            )Property
                and equipment:
            
            
            **(350,744**
            **)**
            
            (40,257
            )
            
            (786,053
            )Proceeds
                on sale of equipment
            
            
            **--**
            
            
            --
            
            
            82,800Cash
                acquired on acquisition (note 7)
            
            
            **--**
            
            
            --
            
            
            3,034,666Restricted
                cash (note 11a)
            
            
            **396,073**
            
            
            (36,374
            )
            
            (3,194,696
            )Changes
                in investing assets and liabilities:Cash
                call receivable
            
            
            **--**
            
            
            (18,421
            )
            
            --Accounts
                payable
            
            
            **(1,572,903**
            **)**
            
            294,077
            
            
            231,541Accrued
                liabilities
            
            
            **237,643**
            
            
            1,118,000
            
            
            237,643**(2,786,534**
            **)**
            
            (909,956
            )
            
            (10,846,751
            )**Cash
                flows provided by (used in) financing activities**Proceeds
                from issuance of common shares
            
            
            **20,200**
            
            
            2,169,800
            
            
            46,251,690Share
                issuance costs
            
            
            **--**
            
            
            (13,552
            )
            
            (2,165,871
            )Changes
                in financing liabilities:Note
                payable (note 8a)
            
            
            **--**
            
            
            --
            
            
            (2,000,000
            )Accounts
                payable
            
            
            **--**
            
            
            (10,800
            )
            
            61,078Due
                to shareholder
            
            
            **--**
            
            
            --
            
            
            --Due
                to related companies
            
            
            **--**
            
            
            --
            
            
            26,980**20,200**
            
            
            2,145,448
            
            
            42,173,877**Net
                increase (decrease) in cash and cash equivalents**
            
            
            **(2,828,866**
            **)**
            
            1,140,817
            
            
            29,534,112Cash
                and cash equivalents, beginning of period
            
            
            **32,362,978**
            
            
            36,037,388
            
            
            --**Cash
                and cash equivalents, end of period**
            
            
            **29,534,112**
            
            
            37,178,205
            
            
            29,534,112**Cash
                and cash equivalents**Current
                bank accounts
            
            
            **83,453**
            
            
            629,290
            
            
            83,453Term
                deposits
            
            
            **29,450,659**
            
            
            36,548,915
            
            
            29,450,659**29,534,112**
            
            
            37,178,205
            
            
            29,534,112**Cash
                taxes paid during the period**
            
            
            **5,375**
            
            
            15,550
            
            
            39,463The
                accompanying notes are an integral part of these Consolidated Financial
                Statements





Page5
 Table
          of Contents


**GeoGlobal
      Resources Inc.**


**(a
      development sate enterprise)**


**Notes
      to the Consolidated Financial Statements**


**(Unaudited)**


**March
      31, 2007**




**1.****Nature
      of Operations**


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


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


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





**2.**  **Significant
      Accounting Policies**


**a)**  **Basis
      of presentation**


The
      accompanying unaudited interim consolidated financial statements have been
      prepared in accordance with the accounting principles generally accepted in
      the
      United States for interim financial information and with Regulation S-X and
      the
      instructions to Form 10-Q under the U.S. Securities and Exchange Act of 1934,
      as
      amended. Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States for
      complete financial statements. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation have been included. Operating results for the three month period
      ended March 31, 2007 are not necessarily indicative of the results that may
      be
      expected for the year ended December 31, 2007.





Page6
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**2.**  **Basis
      of presentation (continued)**


These
      consolidated financial statements include the accounts of (i) GeoGlobal
      Resources Inc., from the date of acquisition, being August 29, 2003, (ii)
      GeoGlobal Resources (India) Inc., incorporated under the *Business
      Corporations Act* (Alberta),
      Canada on August 21, 2002 and continued under the *Companies
      Act of Barbados* ,
      West
      Indies on June 27, 2003, which is a wholly-owned subsidiary of GeoGlobal
      Resources Inc., (iii) GeoGlobal Resources (Canada) Inc., incorporated under
      the *Business
      Corporations Act* (Alberta),
      Canada on September 4, 2003, which is a wholly-owned subsidiary of GeoGlobal
      Resources Inc., (iv) GeoGlobal Resources (Barbados) Inc. incorporated under
      the *Companies
      Act of Barbados* ,
      West
      Indies on September 24, 2003, which is the wholly-owned subsidiary of GeoGlobal
      Resources (Canada) Inc., and (v) GeoGlobal Oil & Gas (India) Private
      Limited, incorporated under the *Companies
      Act, 1956,* Maharashtra,
      India on May 5, 2006.


**b)**  **Stock-based
      compensation plan**


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


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


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





**3.**  **Property
      and Equipment**


**March
                31, 2007**
              **US$**
            
            December
                31, 2006
              US$Computer
                and office equipment
            
            
            **324,419**
            
            
            324,419Accumulated
                depreciation
            
            
            **(180,732**
            **)**
            
            (169,082
            )**143,687**
            
            
            155,337Office
                condominium deposit
            
            
            **378,834**
            
            
            28,090**522,521**
            
            
            183,427





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


Page7
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**4.**  **Oil
      and Gas Interests**


**March
                31, 2007**
              **US$**
            
            December
                31, 2006
              US$**Exploration
                - India**Exploration
                costs incurred in:2002
            
            
            21,925
            
            
            21,9252003
            
            
            156,598
            
            
            156,5982004
            
            
            460,016
            
            
            460,0162005
            
            
            1,578,124
            
            
            1,578,1242006
            
            
            7,506,075
            
            
            7,506,0759,722,738
            
            
            9,722,7382007
            
            
            **1,708,395**
            
            
            --**11,431,133**
            
            
            9,722,738


**a)**  **Exploration
      costs - India**


The
      exploration costs incurred to date are not subject to depletion and cover six
      exploration blocks, known as the KG Offshore Block, the Mehsana Block, the
      Sanand/Miroli Block, the Ankleshwar Block, the DS 03 Block and the Tarapur
      Block. It is anticipated that all or certain of these exploration costs may
      be
      subject to depletion commencing in the year 2007.


**b)**  **Capitalized
      overhead costs**


Included
      in the US$1,708,395 of exploration cost additions during the three months ended
      March 31, 2007 (year ended December 31, 2006 - US$7,506,075) are certain
      overhead costs capitalized by the Company in the amount of US$905,735 (year
      ended December 31, 2006 - US$2,133,984) directly related to the exploration
      activities in India. The capitalized overhead amount includes capitalized
      stock-based compensation of US$211,792 (year ended December 31, 2006 -
      US$766,689) (see note 6b) of which US$57,050 (year ended December 31, 2006
      -
      US$323,283) was for the account of a related party (see note 8c). Further,
      the
      capitalized overhead amount includes US$548,943 (year ended December 31, 2006
      -
      US$1,000,705) which was paid to third parties and $nil (year ended December
      31,
      2006 - US$nil) was recovered from third parties. The balance of US$145,000
      was
      paid to and on behalf of a related party (year ended December 31, 2006 -
      US$366,590) (see note 8c). These costs are incurred solely by and on behalf
      of
      the Company in providing its services under the Carried Interest Agreement
      (“CIA”) and are therefore not reimbursable under the CIA (see note
      4c).


**c)**  **Carried
      Interest Agreement**


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


Under
      the
      terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s (“RGM”), a
      related party (see note 8b) proportionate share of capital costs for exploration
      and development activities will be recovered by GSPC without interest over
      the
      projected production life or ten years, whichever is less, from oil and natural
      gas produced on the Exploration Block. GeoGlobal is not entitled to any share
      of
      production until GSPC has recovered the Company's share of the costs and
      expenses that were paid by GSPC on behalf of the Company and RGM.


As
      at
      March 31, 2007, GSPC has incurred costs of Rs 140.40 crore (approximately
      US$32.6 million) (December 31, 2006 - Rs 114.96 crore (approximately US$26.1
      million)) attributable to GeoGlobal under the CIA of which 50% is for the
      account of RGM.


Page8
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


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


**d)**  **Participating
      Interest Agreement**


On
      March
      27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with
      RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI
      consent, 50% of the benefits and obligations of the PSC covering the Exploration
      Block KG-OSN-2001/3 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
      participating interest in the PSC-KG and a net 5% carried interest in the CIA.
      Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal retains
      the exclusive right to deal with the other parties to the PSC-KG and the CIA
      and
      is entitled to make all decisions regarding the interest assigned to RGM, RGM
      has agreed to be bound by and be responsible for the actions taken by,
      obligations undertaken and costs incurred by GeoGlobal in regard to RGM's
      interest and to be liable to GeoGlobal for its share of all costs, interests,
      liabilities and obligations arising out of or relating to the RGM interest.
      RGM
      has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
      damages or liabilities incurred by reason of RGM's failure to pay the same.
      Subject to obtaining the government consent to the assignment, RGM is entitled
      to all income, receipts, credits, reimbursements, monies receivable, rebates
      and
      other benefits in respect of its 5% interest which relate to the PSC-KG. **** GeoGlobal
      has a right of set-off against sums owing to GeoGlobal by RGM. In the event
      that
      the Indian government consent is delayed or denied, resulting in either RGM
      or
      GeoGlobal being denied an economic benefit it would have realized under the
      PIA,
      the parties agreed to amend the PIA or take other reasonable steps to assure
      that an equitable result is achieved consistent with the parties' intentions
      contained in the PIA. As a consequence of this transaction the Company reports
      its holdings under the PSC-KG and CIA as a net 5% participating interest
      ("PI").


**e)**  **Deed
      of Assignment and Assumption**


On
      April
      7, 2005, the Company entered into a Deed of Assignment and Assumption with
      GSPC
      whereby, subject to the terms of the agreement, the Company agreed to acquire
      and assume and GSPC agreed to assign a 20% PI in the onshore Tarapur exploration
      block (CB-ON/2). The assignment of the 20% PI was subject to obtaining the
      consent of the GOI to the assignment, which consent was received effective
      August 24, 2006. As a condition to receiving the GOI consent, the Company
      provided to the GOI an irrevocable letter of credit in the amount of US$940,000
      secured by a term deposit of the Company in the same amount (see note 11a).
      This
      amount represents the Company’s performance guarantee for its 20% PI share of
      the estimated exploration costs budgeted for the period April 1, 2007 through
      November 22,, 2007.


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


Page9
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**5.**  **Capital
      Stock**


**a)**  **Common
      shares**


Number
                of
              shares
            Capital
                stock
              US
                $
            Additional
              paid-in
                capital
              US
                $Balance
                at December 31, 2002
            1,000
            64
            --**2003
                Transactions**Capital
                stock of GeoGlobal at August 29, 2003
            14,656,687
            14,657
            10,914,545Common
                shares issued by GeoGlobal to acquire
              GeoGlobal
                India
            34,000,000
            34,000
            1,072,960Share
                issuance costs on acquisition
            --
            --
            (66,850)Elimination
                of GeoGlobal capital stock in recognition of
              reverse
                takeover (note 7)
            (1,000)
            (14,657)
            (10,914,545)Options
                exercised for cash
            396,668
            397
            101,253December
                2003 private placement financing (note 5c)
            6,000,000
            6,000
            5,994,000Share
                issuance costs on private placement
            --
            --
            (483,325)55,052,355
            40,397
            6,618,038Balance
                as at December 31, 2003
            55,053,355
            40,461
            6,618,038**2004
                Transactions**Options
                exercised for cash
            115,000
            115
            154,785Broker
                Warrants exercised for cash (note 5c)
            39,100
            39
            58,611154,100
            154
            213,396Balance
                as at December 31, 2004
            55,207,455
            40,615
            6,831,434**2005
                Transactions**Options
                exercised for cash
            739,000
            739
            1,004,6472003
                Purchase Warrants exercised for cash
            2,214,500
            2,214
            5,534,036Broker
                Warrants exercised for cash (note 5c)
            540,900
            541
            810,809September
                2005 private placement financing (note 5b)
            4,252,400
            4,252
            27,636,348Share
                issuance costs on private placement (note 5b)
            --
            --
            (1,541,686)7,746,800
            7,746
            33,444,154Balance
                as at December 31, 2005
            62,954,255
            48,361
            40,275,588**2006
                Transactions**Options
                exercised for cash (note 5e(i))
            2,284,000
            2,285
            2,706,895Options
                exercised for notes receivable
            184,500
            185
            249,5252003
                Purchase Warrants exercised for cash (note 5d(i))
            785,500
            786
            1,962,964Share
                issuance costs
            --
            --
            (74,010)Stock-based
                compensation (note 6b)
            --
            --
            1,956,8653,254,000
            3,256
            6,802,239Balance
                as at December 31, 2006
            66,208,255
            51,617
            47,077,827**2007
                Transactions**Options
                exercised for cash (note 5e(i))
            **20,000**
            **20**
            **20,180**Stock-based
                compensation (note 6b)
            **--**
            **--**
            **564,037****20,000**
            **20**
            **584,217****Balance
                as at March 31, 2007**
            **66,228,255**
            **51,637**
            **47,662,044**








Page10
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**5.**  **Capital
      Stock (continued)**


**b)**  **September
      2005 Financing**


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


Each
      Unit
      is comprised of one common share and one half of one warrant. One full warrant
      ("2005 Purchase Warrant") entitles the holder to purchase one additional common
      share for US$9.00, for a term of two years expiring September 2007. The 2005
      Purchase Warrants are subject to accelerated expiration in the event that the
      price of the Company's common shares on the American Stock Exchange is US$12.00
      or more for 20 consecutive trading days, the resale of the shares included
      in
      the Units and issuable on exercise of the 2005 Purchase Warrants has been
      registered under the US Securities Act of 1933, as amended (the “Act”), and the
      hold period for Canadian subscribers has expired. In such events, the warrant
      term will be reduced to 30 days from the date of issuance of a news release
      announcing such accelerated expiration of the warrant term. At May 10, 2007
      since not all such events have occurred, the accelerated expiration of the
      warrant term was not triggered.


Costs
      of
      US$1,541,686 were incurred in issuing shares in these transactions which
      included a fee of
      US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale
      of the 3,252,400 Units, and, in addition, Compensation Options were issued
      to
      Jones Gable & Company Limited entitling it to purchase an additional 195,144
      Units at an exercise price of US$6.50 per Unit through their expiration in September
      2007. Compensation Options are also subject to accelerated expiration on the
      same terms and conditions as the warrants issued in the transaction .


**c)**  **December
      2003 Financing**


On
      December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000
      units at US$1.00 each, together with a concurrent private placement of an
      additional 200,000 units on the same terms, for aggregate gross cash total
      proceeds of US$6,000,000.


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


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


Page11
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**5.**  **Capital
      Stock (continued)**


**d)**  **Warrants**


**i)**  **2003
      Purchase Warrants**


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


**ii)**  **2005
      Purchase Warrants**


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


**iii)**  **Compensation
      Option Warrants**


During
      the three months ended March 31, 2007, none of the 97,572 Compensation Option
      Warrants have been issued as a result of the Compensation Options not being
      exercised. If the Compensation Options are exercised and the Compensation Option
      Warrants issued, such Warrants if exercised, would result in the issuance of
      97,572 common shares for gross proceeds of US$878,148.


**e)**  **Options**


**i)**  **Stock
      Options**


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


**ii)**  **Compensation
      Options**


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


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


For
      purposes of the determination of net loss per share, the basic and diluted
      weighted-average number of shares outstanding for the three months ended March
      31, 2007 was 61,214,700 (three months ended March 31, 2006 - 58,542,772). The
      number for the three months ended March 31, 2006 and 2005 excludes the 5,000,000
      shares currently held in escrow (see note 7).





**6.**  **Stock
      Options**


**a)**  **The
      Company’s 1998 Stock Incentive Plan**


Under
      the
      terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000
      common shares have been reserved for issuance on exercise of options granted
      under the Plan. As at March 31, 2007, the Company had 3,500,697 (December 31,
      2006 - 3,650,697) common shares remaining for issuance under the Plan. The
      Board
      of Directors of the Company may amend or modify the Plan at any time, subject
      to
      any required stockholder approval. The Plan will terminate on the earliest
      of:
      (i) 10 years after the Plan Effective Date, being December 2008; (ii) the date
      on which all shares available for issuance under the Plan have been issued
      as
      fully-vested shares; or, (iii) the termination of all outstanding options in
      connection with certain changes in control or ownership of the
      Company.


Page12
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**6.**  **Stock
      Options (continued)**


**b)**  **Stock-based
      compensation**


The
      Company adopted FAS 123(R), using the modified-prospective-transition method
      on
      January 1, 2006. Under this method, the Company is required to recognize
      compensation cost for stock-based compensation arrangements with employees,
      consultants and directors based on their grant date fair value using the
      Black-Scholes option-pricing model, such cost to be expensed over the
      compensations’ respective vesting periods.


**Three
                months**
              **ended**
              **Mar
                31, 2007**
              **US
                $**
            
            Three
                months
              ended
              Mar
                31, 2006
              US
                $
            
            Period
                from
              Inception
              Aug
                21, 2002
              to
                Mar 31, 2007
              US
                $Restated
              note
                6b(iii)**Stock
                based compensation**Consolidated
                Statements of OperationsGeneral
                and administrative
            
            
            **183,090**
            
            
            85,095
            
            
            746,641Consulting
                fees
            
            
            **169,155**
            
            
            --
            
            
            795,780**352,245**
            
            
            85,095
            
            
            1,542,421Consolidated
                Balance SheetsOil
                and gas interestsExploration
                costs - India
            
            
            **211,792**
            
            
            33,713
            
            
            978,481**564,037**
            
            
            118,808
            
            
            2,520,902


**i)**
            At
                January 1, 2006, the impact of the adoption of FAS123(R) required
                the
                Company to recognize a charge for past stock-based compensation options
                granted of US$367,596 over the next 3 years in accordance with their
                respective vesting periods. In the period from inception August 21,
                2002
                to March 31, 2007 US$315,101 and for the three months ended March
                31, 2007
                and March 31, 2006, US$14,073 and US$118,808, respectively of this
                charge
                was recognized in the Consolidated Statements of Operations as general
                and
                administrative expense resulting in an increase in the net loss and
                comprehensive loss for the period in the same amount and no impact
                on the
                net loss per share - basic and diluted for the
                period.


**ii)**  At
      March
      31, 2007, the total compensation cost related to non-vested awards not yet
      recognized was US$1,389,849 (December 31, 2006 - US$1,577,286) which will be
      recognized over the remaining vesting period of the options. The total fair
      value of all options vested during the three months ended March 31, 2007 was
      $nil (year ended December 31, 2006 - US$1,046,490).


**iii)**  In
      prior
      years, the Company was required only to disclose the impact on net loss and
      net
      loss per share on a pro-forma basis. The prior periods have been restated due
      to
      an error in the classification and calculation for modification of stock-based
      compensation. The impact of this restatement in the year ended December 31,
      2005
      was a reduction of the net loss pro-forma from US$2,452,180 to US$1,080,303
      (year ended December 31, 2004 - US$1,182,030 to US$1,094,259) and a reduction
      of
      the net loss per share - basic and diluted pro-forma from US$0.05 to US$0.02
      (year ended December 31, 2004 - no impact and remained at US$0.02). In addition,
      in December 31, 2005, US$183,581 of stock based compensation was reclassified
      from operating expenses to capital expenditures (December 31, 2004 - US$87,771
      -
      From inception of August 21, 2002 to December 31, 2003 -
      US$53,354).


Page13
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**6** **.**  **Stock
      Options (continued)**


**c)**  **Black-Scholes
      Assumptions**


During
      the periods ended March 31, 2007 and 2006 options of 150,000 and nil
      respectively were granted to the Company's directors, employees and consultants
      under the terms of the 1998 Stock Incentive Plan. The fair value of each option
      granted was estimated on the date of grant using the Black-Scholes
      option-pricing model. Weighted average assumptions used in the valuation are
      disclosed in the following table:


**Three
                months**
              **ended**
              **Mar
                31, 2007**
              **US
                $**
            Three
                months ended
              Mar
                31, 2006
              US
                $Fair
                value of stock options granted (per option)
            **$2.51**
            --Risk-free
                interest rate
            **3.97%**
            --Volatility
            **73%**
            --Expected
                life
            **2.0
                years**
            --Dividend
                yield
            **0%**
            --


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


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


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


**d)**  **Stock
      option table**


These
      options were granted for services provided to the Company:


Fair
                Value
            
            
            
            
            Cancelled(c)Option
            at
                Original
            
            
            
            Granted
            Expired(x)
            
            BalanceGrant
            exercise
            Grant
            Expiry
            Vesting
            Balance
            during
            Exercised(e)
            Balance
            Exercisabledate
            price
            Date
            date
            date
            Dec
                31/06
            the
                period
            during
                the period
            Mar
                31/07
            Mar
                31/07mm/dd/yy
            US
                $
            US$
            mm/dd/yy
            mm/dd/yy
            #
            #
            #
            iii)
                #
            #12/09/03
            1.18
            0.24
            08/31/06
            Vested
            --
            --
            --
            --
            --12/30/03
            1.50
            0.32
            08/31/06
            Vested
            --
            --
            --
            --
            --01/17/05
            1.01
            0.38
            i)
                06/30/07
            Vested
            202,500
            --
            iv)
                20,000 (e)
            182,500
            182,50001/17/05
            1.01
            0.38
            i)
                06/30/07
            05/31/07
            150,000
            --
            --
            150,000
            --01/18/05
            1.10
            0.62
            08/31/08
            Vested
            600,000
            --
            --
            600,000
            600,00001/25/05
            1.17
            0.43
            08/31/06
            Vested
            --
            --
            --
            --
            --06/14/05
            3.49
            1.55
            06/14/15
            Vested
            150,000
            --
            --
            150,000
            150,00008/24/05
            6.50
            2.38
            08/24/08
            Vested
            110,000
            --
            --
            110,000
            110,00010/03/05
            6.81
            3.07
            10/03/15
            Vested
            16,666
            --
            -
            16,666
            16,66610/03/05
            6.81
            3.83
            10/03/15
            10/03/07
            16,667
            --
            --
            16,667
            --10/03/05
            6.81
            4.38
            10/03/15
            10/03/08
            16,667
            --
            --
            16,667
            --06/14/06
            5.09
            2.06
            06/14/16
            06/14/07
            200,000
            --
            --
            200,000
            --07/25/06
            3.95
            1.14
            12/31/09
            Vested
            100,000
            --
            --
            100,000
            100,00007/25/06
            3.95
            1.39
            12/31/09
            07/25/07
            660,000
            --
            --
            660,000
            --07/25/06
            3.95
            1.60
            12/31/09
            12/31/07
            50,000
            --
            --
            50,000
            --07/25/06
            3.95
            1.78
            12/31/09
            07/25/08
            145,000
            --
            --
            145,000
            --07/25/06
            3.95
            2.01
            12/31/09
            07/25/09
            70,000
            --
            --
            70,000
            --07/25/06
            3.95
            1.14
            07/25/16
            Vested
            500,000
            --
            --
            500,000
            500,00007/25/06
            3.95
            1.14
            07/25/16
            07/25/07
            500,000
            --
            --
            500,000
            --11/24/06
            7.52
            2.47
            11/24/09
            06/30/07
            10,000
            --
            --
            10,000
            --11/24/06
            7.52
            2.92
            11/24/09
            12/31/07
            10,000
            --
            --
            10,000
            --11/24/06
            7.52
            3.70
            11/24/09
            12/31/08
            10,000
            --
            --
            10,000
            --03/30/07
            6.11
            2.02
            ii)
                03/30/10
            12/31/07
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.69
            ii)
                03/30/10
            12/31/08
            --
            50,000
            --
            50,000
            --03/30/07
            6.11
            2.82
            ii)
                03/30/10
            03/30/09
            --
            50,000
            --
            50,000
            --3,517,500
            150,000
            20,000
            3,647,500
            1,659,166


Page14
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**6** **.**  **Stock
      Options (continued)**


**i)**  On
      August
      30, 2006, the Board of Directors of the Company passed a resolution with respect
      to the remaining stock options issued
      on
      January 17, 2005 to (a) extend the expiry date of all then outstanding options
      from August 31, 2006 to the
      earlier of June 30, 2007 or 60 days following the date of a “Commercial
      Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 and (b)
      to extend the vesting date of certain of these options to the earlier of the
      date of a “Commercial Discovery” as defined under the terms of the PSC on Block
      KG-OSN-2001/3 or May 31, 2007, as long as drilling operations are continuing
      on
      the KG Offshore Block. This resolution resulted in an added incremental
      stock-based compensation cost of $11,440 with respect to the seven
      employees.


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


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


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


Page15
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**7.**  **Acquisition**


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


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


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





Page16
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**8.**  **Related
      Party Transactions**


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


**a)**  **Note
      payable**


On
      August
      29, 2003, as part of the Acquisition (see note 7), a US$2,000,000 promissory
      note was issued to the sole shareholder of GeoGlobal India. On each of August
      29, 2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000
      of
      the note was repaid. The promissory note was non-interest bearing and the
      capital stock of GeoGlobal India collateralized the repayment of the note.
      The
      collateral has been released.


**b)**  **Roy
      Group (Mauritius) Inc.**


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


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


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


**Three
                months**
              **ended**
              **Mar
                31, 2007**
            
            Three
                months
              ended
              Mar
                31, 2006
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007**US
                $**
            
            US
                $
            
            US$Consolidated
                Statements of OperationsConsulting
                fees
            
            
            **17,500**
            
            
            17,500
            
            
            216,167Consolidated
                Balance SheetsOil
                and gas interestsExploration
                costs - India (note 4b)
            
            
            **70,000**
            
            
            70,000
            
            
            864,666**87,500**
            
            
            87,500
            
            
            1,080,833


During
      the three months ended March 31, 2007, the Company recognized compensation
      cost
      for stock-based compensation arrangements with the principal of Roy Group as
      outlined and recorded below:


Consolidated
                Statement of OperationsConsulting
                fees
            
            
            **14,263**
            
            
            --
            
            
            95,084Consolidated
                Balance SheetsOil
                & gas interestsExploration
                costs - India (note 4b)
            
            
            **57,050**
            
            
            --
            
            
            380,333**71,313**
            
            
            --
            
            
            475,417





Page17
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


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


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


**Three
                months**
              **ended**
              **Mar
                31, 2007**
            
            Three
                months
              ended
              Mar
                31, 2006
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007**US
                $**
            
            US
                $
            
            US$Consolidated
                Statement of OperationsGeneral
                and administrative
            
            
            **--**
            
            
            34,100
            
            
            153,539Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **--**
            
            
            --
            
            
            21,597Oil
                & gas interestsExploration
                costs - India (note 4b)
            
            
            **75,000**
            
            
            35,738
            
            
            459,387Property
                and equipment
            
            
            **--**
            
            
            --
            
            
            37,595**75,000**
            
            
            69,838
            
            
            672,118


At
      March
      31, 2007 the Company owed Roy Group (Barbados) Inc. US$2,326 (December 31,
      2006
      - US$29,976) for services provided and expenses incurred on behalf of the
      Company and pursuant to the TSA. These amounts bear no interest and have no
      set
      terms of repayment.


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


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


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


During
      the three months ended March 31, 2007, the Company recognized compensation
      cost
      for stock-based compensation arrangements with the principal of the related
      party as outlined and recorded below:


Consolidated
                Statement of OperationsConsulting
                fees
            
            
            **--**
            
            
            --
            
            
            404,104





Page18
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


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


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


**Three
                months**
              **ended**
              **Mar
                31, 2007**
            
            Three
                months
              ended
              Mar
                31, 2006
            
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007**US
                $**
            
            US
                $
            
            US$Consolidated
                Statements of OperationsGeneral
                and administrativeOffice
                costs
            
            
            **1,125**
            
            
            13,181
            
            
            180,195Travel,
                hotel, meals and entertainment
            
            
            **--**
            
            
            92
            
            
            48,686Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **67**
            
            
            4,130
            
            
            27,456Property
                and equipment
            
            
            **--**
            
            
            --
            
            
            4,107**1,192**
            
            
            17,403
            
            
            260,444


At
      March
      31, 2007, the Company owed DI US$1,333 (December 31, 2006 -US$nil) as a result
      of services provided and expenses incurred on behalf of the Company. These
      amounts bear no interest and have no set terms of repayment.


**e)**  **Amicus
      Services Inc. (“Amicus”)**


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


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


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


Consolidated
                Statements of OperationsGeneral
                and administrative
            
            
            **6,233**
            
            
            --
            
            
            10,701Consolidated
                Balance SheetsAccounts
                receivable
            
            
            **742**
            
            
            692
            
            
            11,016Property
                and equipment
            
            
            **--**
            
            
            --
            
            
            1,599**6,975**
            
            
            692
            
            
            23,316


At
      March
      31, 2007, the Company owed Amicus Services Inc. US$5,237 (December 31, 2006
      -
      US$3,629) as a result of services provided and expenses incurred on behalf
      of
      the Company. These amounts bear no interest and have no set terms of
      repayment.





Page19
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**9.**  **Income
      Taxes**


**a)**  **Income
      tax expense**


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


**Three
                months**
              **Ended**
              **Mar
                31, 2007**
            Three
                months
              ended
              Mar
                31, 2006
            Period
                from
              Inception,
              Aug
                21, 2002
              to
                Mar 31, 2007**US
                $**
            US
                $
            US$Restated
              (note
                12b)Net
                earnings (loss) before income taxes
            **(456,560)**
            1,987
            (3,447,234)Expected
                US tax rate
            **35.00%**
            35.00%Expected
                income tax (recovery)
            **(159,796)**
            (12,900)
            (1,310,878)Excess
                of expected tax rate over tax rate of
              foreign
                affiliates
            **151,214**
            8,137
            724,230**(8,582)**
            (4,763)
            (586,648)Valuation
                allowance
            **8,235**
            4,206
            576,611Other
            **347**
            557
            10,037**Income
                tax recovery**
            **--**
            --
            --


**b)**  **Deferred
      income taxes**


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


**Mar
                31, 2007**
              **US
                $**
            
            Dec
                31, 2006
              US
                $Difference
                between tax base and reported amounts of
              depreciable
                assets
            
            
            **38,132**
            
            
            25,873Non-capital
                loss carry forwards
            
            
            **2,529,097**
            
            
            2,525,363**2,567,229**
            
            
            2,551,236Valuation
                allowance
            
            
            **(2,567,229**
            **)**
            
            (2,551,236
            )**Deferred
                income tax asset**
            
            
            **--**
            
            
            --


**c)**  **Loss
      carry forwards**


At
      March
      31, 2007, the Company has US$7,912,599 of available loss carry forwards to
      reduce taxable income for income tax purposes in the various jurisdictions
      as
      outlined below which have not been reflected in these consolidated financial
      statements.


**Tax
                Jurisdiction**
            
            **Amount**
              **US
                $**
            
            **Expiry
                Dates**
              **Commence**United
                States
            
            
            7,165,520
            
            
            2023Canada
            
            
            7,994
            
            
            2010Barbados
            
            
            739,085
            
            
            20127,912,599


Page20
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**10.**  **Segmented
      Information**


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


**Mar
                31, 2007**
              **US
                $**
            
            December
                31, 2006
              US
                $Oil
                & gas interestsIndia
            
            
            **11,431,133**
            
            
            9,722,738





**11.**  **Commitments,
      Contingencies and Guarantees**


**a)**  **Restricted
      cash**


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


The
      term
      deposits securing these bank guarantees are as follows:


**March
                31, 2007**
            
            December
                31, 2006**US
                $**
            
            US
                $Exploration
                BlockMehsana
            
            
            **155,000**
            
            
            711,445Sanand/Miroli
            
            
            **910,000**
            
            
            905,000Ankleshwar
            
            
            **950,000**
            
            
            600,000Tarapur
            
            
            **940,000**
            
            
            1,200,000DS
            
            
            **175,000**
            
            
            110,000**3,130,000**
            
            
            3,526,445


**ii)**  The
      Company has provided to its bankers as security for credit cards issued to
      employees for business purposes two term deposits, one in the amount of
      US$30,000 and the other in the amount of US$34,696 (Cdn$40,000).


**b)**  **Production
      Sharing Contracts**


The
      Company is required to expend funds on the exploration activities to fulfill
      the
      terms of the minimum work commitment based on our participating interest for
      Phase I pursuant to the PSCs in respect of each of our exploration blocks as
      follows:


**i)**  Mehsana
      -
      Acquire, process and interpret 75 square kilometers of 3D seismic and drill
      7
      exploratory wells between 1,000 and 2,200 meters.


**ii)**  Sanand/Miroli
      - Acquire, process and interpret 200 square kilometers of 3D seismic and drill
      12 exploratory wells between 1,500 and 3,000 meters.


**iii)**  Ankleshwar
      - Acquire, process and interpret 448 square kilometers of 3D seismic and drill
      14 exploratory wells between 1,500 and 2,500 meters.


**iv)**
            DS
                03 Block - Gravity and geochemical surveys and a 12,000 line kilometer
                aero magnetic survey.


Page21
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


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


**v)**  NELP-VI
      Blocks


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


The
      Company is also required to fund its participating interest for Phase I
      exploration and development costs incurred in fulfilling the minimum work
      commitments under these PSCs as outlined below. The Company's share of these
      costs is estimated to total approximately US$28.0 million for all four blocks
      over the four years of Phase I. The Production Exploration Licenses ("PELs")
      have not yet been issued on these four new blocks, therefore, the Phase I work
      commitment has not commenced.


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


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


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


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


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


**c)**  **KG
      Offshore Block**


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


Page22
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


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


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


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


The
      termination of the PSC ** by
      the
      GOI would result in our loss of our interest in the KG Offshore Block other
      than
      areas determined to encompass "commercial discoveries". The PSC sets forth
      procedures whereby the operator can obtain the review of the management
      committee under the PSC as to whether a discovery on the exploration block
      should be declared a commercial discovery under the PSC. Those procedures have
      not been completed at present with respect to the discovery on the KG Offshore
      Block and, accordingly, as of May 10, 2007, no areas on the KG Offshore Block
      have been determined formally to encompass "commercial discoveries *"* as
      that
      term is defined under the PSC.


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


Certain
      exploration costs related to the KG Offshore Block are incurred solely by and
      on
      behalf of the Company in providing its services under the CIA and are therefore
      not reimbursable under the CIA. As such, these costs have been capitalized
      in
      the Company's accounts under Oil and gas interests and at March 31, 2007 amount
      to US$4,017,095 (December 31, 2006 - US$3,111,676).


**d)**  **Tarapur
      Block**


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


**e)**  **Corporate
      Head Office**


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


.





Page23
 Table
          of Contents
 **GeoGlobal
          Resources Inc.**
 **(a
          development sate enterprise)**
 **Notes
          to the Consolidated Financial Statements**
 **(Unaudited)**
 **March
          31, 2007**


**12.**  **Comparative
      figures**


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


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





**13.**  **Recent
      Accounting Standards**


**a)**  **Fair
      Value Measurements**


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


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


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







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





***Our
      Business Activities***


We
      are
      engaged, through subsidiaries and joint ventures in which we are a participant,
      in the exploration for and development of oil and gas reserves. We initiated
      these activities in 2003. Through March 31, 2007, our activities have been
      undertaken in locations where we and our joint venture participants have been
      granted exploration rights pursuant to Production Sharing Contract's ("PSCs")
      entered into with the Government of India ("GOI").


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





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


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


·
            We
                entered into two agreements which grant exploration rights in areas
                onshore in the Cambay Basin in the State of Gujarat in western India.
                These agreements were entered into in February 2004 under NELP-IV
                and we
                have a 10% participating interest (“PI”) under each of these agreements.
                We refer to the CB-ONN-2002/2 exploration block as the “Mehsana Block” and
                the CB-ONN-2002/3 exploration block as the “Sanand/Miroli
                Block.”


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


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


·
            In
                March 2007, we signed agreements with respect to four additional
                locations
                awarded under NELP-VI.


§
            One
                area is located onshore in the Krishna Godavari Basin in the State
                of
                Andhra Pradesh adjacent to our KG Offshore Block in eastern India
                in which
                we hold a 10% PI. We currently refer to this KG-ONN-2004/1 exploration
                block as the “KG Onshore Block”.


§
            The
                second area includes two agreements located onshore in north-west
                India in
                the Rajasthan Basin in the State of Rajasthan and we hold a 25% PI
                in each
                of the agreements. We currently refer to the RJ-ONN-2004/2 exploration
                block as the “RJ Block 20” and the RJ-ONN-2004/3 exploration block as the
                “RJ Block 21”.


§
            The
                fourth area is located onshore in the Deccan Syneclise Basin in the
                State
                of Maharashtra adjacent to our DS 03 Block in west-central India
                for which
                we hold a 100% PI and are the operator. We currently refer to this
                DS-ONN-2004/1 exploration block as the "DS 04 Block".


All
      of
      our exploration activities should be considered highly speculative.





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





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





***Statements
      of Operations***


*Three
      months ended March 31, 2007 and 2006*


During
      the three months ended March 31, 2007, we had expenses of $896,762 compared
      with
      expenses of $396,551 during the three months ended March 31, 2006. This increase
      is primarily the result of the adoption of a new accounting standard FAS 123(R) *Share-Based
      Payment* on
      January 1, 2006, which requires the recognition of the compensation cost for
      stock-based compensation arrangements with employees, consultants and directors,
      to be expensed over the stock-based compensations' respective vesting periods.
      The balance of the increase is primarily the result of our continuing increase
      in the scale of our participation in oil and gas exploration
      activities.


Our
      general and administrative expenses increased to $387,000 from $272,204. These
      general and administrative expenses include costs related to the corporate
      head
      office including administrative salaries and services, rent and office costs,
      insurance and directors' fees as well our shareholder relations costs which
      include the American Stock Exchange listing and filing fees and transfer agent
      fees and services. The increase is primarily the result of an increase of
      approximately $100,000 in our compensation cost for stock-based compensation
      arrangements with employees and directors being expensed over their respective
      vesting period.


Our
      consulting fees increased to $266,540 during the three months ended March 31,
      2007 from $78,917 for the three month period ended March 31, 2006. Of this
      increase, $169,155 is attributable to the adoption of FAS 123(R) whereby
      compensation costs for stock-based compensation with consultants has been
      recognized in 2007 versus $nil in the same period of 2006. These consulting
      fees
      reflect $17,500 (2006 - $17,500) paid under our Technical Services Agreement
      with a corporation wholly-owned by Mr. Roy and other fees and expenses we
      incurred in employing various technical and corporate consultants who advised
      us
      on a variety of matters. The remaining increase is a result of the costs of
      a
      consultant to model, test and document our internal controls as required by
      Section 404 of the *Sarbanes
      Oxley Act* which
      were not incurred in the same period in 2006.


Professional
      fees increased to $231,572 during the three months ended March 31, 2007 from
      $35,741 during the three months ended March 31, 2006. Professional fees include
      those paid to our auditors for pre-approved audit, accounting and tax services
      and fees paid to our legal advisors primarily for services provided with regard
      to filing various periodic reports and other documents and reviewing our various
      oil and gas and other agreements. The increase is mostly attributable to an
      approximately $160,000 increase in our fees paid to our auditors for additional
      work incurred in providing our audit services as well as testing of our internal
      controls as required by Section 404 of the *Sarbanes
      Oxley*  *Act* during
      the three month period ending March 31, 2007 as compared to 2006.


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


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Reflecting
      the increase in expenses due to the increase in our overall oil and gas
      activities offset by our increase in interest income during the three months
      ended March 31, 2007 as compared to the three months ended March 31, 2006,
      our
      net loss increased to $456,560 as compared to net earnings of $1,987 in
      2006.


We
      capitalized overhead costs directly related to our exploration activities in
      India. During the three months ended March 31, 2007, these capitalized overhead
      costs were $905,735 as compared to $567,504 during the three months ended March
      31, 2006. This increase is mostly attributed to $211,792 being the capitalized
      portion of the stock-based compensation for the three months ended March 31,
      2007 versus $33,713 for the same period in 2006. The remaining balance of the
      increase is consistent with the increased scale of our participation in oil
      and
      gas exploration activities.





***Liquidity
      and Capital Resources***


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





*Three
      months ended March 31, 2007 and 2006*


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


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


Cash
      used
      by investing activities during the three months ended March 31, 2007 was
      $2,786,534 as compared to $909,956 during the three months ended March 31,
      2006.
      This increase is a result of additional expenditures on our oil and gas
      activities which is consistent with the increased scale of our
      participation.


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





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





*The
      KG Offshore Block and Our Carried Interest Agreement*


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


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


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





*Matters
      Relating to Our KG Offshore Block PSC*


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


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


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


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





*The
      KG Offshore Block Drilling Activities*


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


On
      February 6, 2007, the Saipem Perro Negro 3 rig commenced drilling the KG#28
      well
      from the KG#8 platform. The KG#28 well will be the sixth well drilled by the
      Saipem Perro Negro 3 jack-up drilling rig. The KG#28 well, a further exploratory
      well, has been classified by the management committee as an “appraisal well” for
      the purposes of the PSC and it is currently being drilled directionally to
      an
      intended total vertical depth (“TVD”) of approximately 5,050 meters deviating
      approximately 1,500 meters East of the KG#8 wellhead location.


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


On
      January 3, 2007, the Atwood Beacon rig commenced drilling the KG#16 exploratory
      well. This is the first exploratory well to be drilled using the Atwood Beacon
      rig. The KG#16 well is situated in shallow water of approximately 109 meters
      and
      is approximately 5 kilometers East of the location where the Saipem Perro Negro
      3 jack-up drilling rig is located. On May 14, 2007 it was announced that GSPC
      had completed the drilling of the KG#16 well to a total depth (“TD”) of 5,372
      meters measured depth (“MD”). A complete suite of modern logs have been run and
      the well is currently being cased with a 7 inch liner to TD. A testing program
      has been designed based upon independent log analyses, as well as core samples,
      MDT’s (“Modular Formation Dynamics Tester”) and hydrocarbon show while drilling.
      The testing program is expected to commence before the end of the
      May.


GSPC
      has
      further entered into a contract with Essar Oilfield Services Limited (“EOSL”), a
      subsidiary of Essar Shipping & Logistics Ltd. of Cyprus, for a
      semi-submersible drilling rig named “Essar Wildcat”. The Essar Wildcat is a self
      propelled drilling rig suitable for deployment in water depths of 400 meters
      and
      has a drilling depth capacity of 7,600 meters. GSPC intends to commence drilling
      additional wells in the deeper water in the KG Offshore Block by the third
      quarter of 2007. The initial term of the EOSL contract is for two years from
      the
      date of spud of the first well, with the option of two extensions, each for
      one
      year.


On
      May
      14, 2007, it was further announced that GSPC has recently contracted a fourth
      drilling rig named “Deep Driller 1”. The Deep Driller 1 is owned by Sinvest ASA
      out of Norway and is a jack-up rig capable of operating in water depths of
      approximately 120 meters. The term of the contract is for two years from the
      date of spud of the first well.




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On
      May 8,
      2007, GSPC commenced drilling the KG#30 exploratory well with the Deep Driller
      1. The KG#30 well is situated approximately 15.5 kilometers Northeast of the
      KG#11 well, and is intended to be drilled vertically in shallow waters of
      approximately 45 meters to a TVD of approximately 4,200 meters. The KG#30 will
      be the first exploratory well to test the deepest part of the northern graben
      in
      the KG Offshore Block.





*The
      KG Onshore Block Agreement*


OIL,
      as
      operator for this KG Onshore Block is in the process of applying for the
      Production Exploration License ("PEL"), which when issued will allow OIL to
      commence the Phase I work program commitments.


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





*Cambay
      Basin Agreements and Drilling Activities*


At
      March
      31, 2007, we are parties to four PSCs relating to exploration blocks in the
      Cambay Basin. These include the Mehsana Block, the Sanand/Miroli Block, the
      Ankleshwar Block and the Tarapur Block.


*Mehsana
      Block*


This
      PSC
      provides that the exploration activities of the first exploration phase, which
      commenced May 21, 2004, are to be conducted over a period of 2.5 years. During
      the first exploration phase on this exploration block, the parties are to
      acquire 75 sq kms of 3D seismic data, reprocess 650 LKM of 2D seismic data
      and
      conduct a geochemical survey, all of which has been completed. In addition,
      the
      parties are to drill seven exploratory wells between 1,000 to 2,200 meters.
      As
      at May 14, 2007, two of the seven exploration wells have been drilled on this
      block, the first being CB-2 well drilled to a TVD of 2,500 meters and the
      second, CB-3 well drilled to a TVD of 2,350 meters. Both of these wells did
      not
      proceed into a testing program and were subsequently abandoned. Results of
      these
      wells are currently being evaluated before proceeding to the next drilling
      location.


The
      first
      exploration phase relating to the PSC for the Mehsana Block expired without
      the
      required minimum of seven wells having been drilled. In October, 2006 the
      management committee under the PSC for the Mehsana Block approved a proposal
      to
      seek from the GOI an extension of the first exploration phase for a six month
      period from November 21, 2006 to May 20, 2007. Further, on April 6, 2007 the
      members of the operating committee under the Mehsana Block operating agreement
      resolved to submit an application to the GOI for extension for an additional
      six
      months to November 20, 2007 to complete the minimum work program under Phase
      I.
      In seeking that extension, the joint venture partners agreed to provide a 100%
      bank guarantee and a 10% cash payment to be agreed upon based on pre-estimated
      liquidated damages for the unfinished minimum work program as reasonably
      determined by DGH, which has not yet been determined. As well, the contractor
      would be required to relinquish 25% of the block pursuant to the provisions
      of
      the PSC. The period of extension will be set off against the term of the Second
      Phase which would reduce Phase II to one year expiring November 20, 2008. Final
      consent to this extension is awaiting GOI approval.


At
      March
      31, 2007, we have incurred costs of approximately $1.3 million with respect
      to
      exploration activities on the Mehsana Block. We estimate that our expenditures
      for exploration activities during the period April 1, 2007 to March 31, 2008
      fiscal year which will include the drilling of the remaining five wells from
      the
      Phase I work commitment, will be approximately $1.8 million


*Sanand/Miroli
      Block*


This
      PSC
      provides that the exploration activities, which commenced July 29, 2004, are
      to
      be conducted over a period of 2.5 years. During the first exploration phase
      on
      the Sanand/Miroli Block, the parties are to acquire 200 sq kms of 3-D seismic
      data, reprocess 1,000 LKM’s of 2-D seismic data, and conduct a geochemical
      survey. GSPC as operator has completed these exploration activities which
      included the acquisition, processing and interpretation of a 463 sq km onshore
      3-D seismic program. In addition, we are to drill twelve exploratory wells
      between 1,500 to 3,000 meters, of which two have been drilled and one is
      currently drilling as of May 14, 2007.




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Drilling
      operations using the DALMA MR#4 Rig commenced on this block on November 15,
      2006
      with the drilling of the first of the twelve exploration wells. The M1 well
      was
      drilled to a TVD of 2,300 meters and was temporarily suspended. The well has
      subsequently been re-entered and drilled to a TVD of 2,463 meters. As of May
      14,
      2007, the well has been logged and will undergo testing. The same rig spud
      a
      second well, the M4 well, on February 24, 2007 which was drilled to a TVD of
      2,226 meters. This well was logged, cased and is currently being tested. A
      third
      well, the M2 well, commenced drilling using the DRIPL 1500 HP rig on March
      26,
      2007 and as of May 14, 2007, the well had not reached its intended TVD of 3,300
      meters.


The
      first
      exploration phase relating to the PSC for the Sanand/Miroli Block expired
      without the required minimum of twelve wells having been drilled. On December
      29, 2006 the management committee approved a proposal to seek from the GOI
      an
      extension of the first exploration phase for a six month period from January
      28,
      2007 to July 28, 2007. The period of extension will be set off against the
      term
      of the Second Phase which would reduce Phase II to 1.5 years expiring January
      28, 2009. Final consent to this extension is awaiting GOI approval.


As
      at
      March 31, 2007 we have incurred costs of approximately $1.1 million with respect
      to exploration activities on the Sanand/Miroli Block. We estimate that our
      expenditures for exploration activities during the period April 1, 2007 to
      March
      31, 2008, which will include the drilling of the remaining nine wells from
      the
      Phase I work commitment, will be approximately $2.6 million based on our 10%
      PI.





*Ankleshwar
      Block*


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





*Tarapur
      Block*


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


To
      March
      31, 2007, we have incurred costs of approximately $4.0 million under the terms
      of our agreement with GSPC for our 20% PI share of exploration costs. The third
      and final phase of exploratory activities on the Tarapur Block had a term of
      2
      years expiring November 22, 2007 with a work commitment to drill one well to
      a
      depth of 3,000 meters or to the Deccan trap. This requirement has been completed
      and all areas not encompassing a commercial discovery after November 22, 2007
      will be relinquished back to the GOI. Oil and Natural Gas Corporation Limited
      of
      India has the right to participate into the development of any commercial
      discovery on the Tarapur Block by acquiring a 30% participating interest as
      provided under the PSC. The exercise of this right would result in the reduction
      of our PI to 14%.


Estimated
      total capital expenditures we will be required to contribute to exploration
      activities on this block, which will include the drilling of these seven wells
      over the period April 1, to November 22, 2007 based on our 20% PI will be
      approximately $2.7 million.


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*Financial
      Commitments*


In
      connection with these four PSCs, we have provided to the GOI four irrevocable
      letters of credit totaling $2,955,000 (Mehsana $155,000, Sanand/Miroli $910,000,
      Ankleshwar $950,000 and Tarapur $940,000) (December 31, 2006 - $2,216,445)
      secured by our term deposits in the same amount. These letters of credit serve
      as guarantees for the performance of the minimum work commitments for the budget
      period April 1, 2007 to March 31, 2008 of Phase I of these Cambay Basin
      Agreements.





***The
      Deccan Syneclise Basin Agreements and Drilling
      Activities***





*DS
      03 Block*


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


We
      estimate our expenditures for exploration activities during the period April
      1,
      2007 to March 31, 2008 will be approximately $500,000 based upon our PI in
      this
      PSC. As at March 31, 2007 we have provided to the GOI, an irrevocable letter
      of
      credit totaling $175,000 secured by our term deposit in the same amount. This
      letter of credit serves as a guarantee for the performance of the minimum work
      commitment for the budget period April 1, 2006 to March 31, 2007 of Phase I
      of
      these Cambay Blocks.





*DS
      04 Block*


We,
      as
      operator for this DS 04 Block have submitted application for the PEL to the
      State of Maharashtra on May 2, 2007 which when issued will allow us to commence
      the Phase I commitment work program. Under the PSC for the DS 04 Block, the
      Phase I work commitment consists of conducting a gravity and magnetic and
      geochemical survey, as well as a seismic acquisition program consisting of
      325
      LKM of 2-D seismic. We further committed to drill 10 core holes to a depth
      of
      approximately 500 meters. We will be required to fund our 100% proportionate
      share of the costs incurred in these activities estimated to be approximately
      $1.45 million over the four years of the first phase of the work commitment.





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





OIL,
      as
      operator for both these exploration blocks is in the process of applying for
      the
      PEL, which when issued will allow the parties to commence the Phase I work
      program commitments.


The
      combined Phase I work commitments under the PSCs for RJ Block 20 and RJ Block
      21
      consist of reprocessing of a total 926 LKM of 2-D seismic, conducting a gravity
      and magnetic and geochemical survey, as well as a seismic acquisition program
      consisting of 560 LKM of 2-D seismic and 1,311 sq km of 3-D seismic. The
      combined Phase I commitments further consist of drilling a total of 20
      exploration wells over both blocks to various depths between 2,000 and 2,500
      meters. We will be required to fund our 25% proportionate share of the costs
      incurred in these activities estimated to be approximately $18.3 million over
      the four years of the first phase of the work commitments.





*2007
      Activities*


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


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


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


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


Depending
      upon the scope of our activities during the year 2007, we may require additional
      capital for the funding of our activities under the PSCs we are currently a
      party to as well as support for our bidding for other PSCs that may be awarded
      in India or elsewhere. In addition, we may require additional funds for the
      possible acquisition of further minority PIs in PSCs in drilling blocks
      heretofore awarded and that we may hereafter propose to enter into in India
      and
      possibly elsewhere. We believe it can be expected that our interest in further
      or additional PSCs would be a PI. As the holder of a PI in any such activities,
      it can be expected that we will be required to contribute capital to any such
      ventures in proportion to our percentage interest.


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


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





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





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


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


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


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


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


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


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


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


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




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These
      statements appear, among other places, under the captions "Management's
      Discussion and Analysis of Financial Condition and Results of Operations" and
      "Risk Factors". If our plans fail to materialize, your investment will be in
      jeopardy.


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


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


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


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


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


·
            We
                cannot assure you that we will obtain all required consents, waivers
                and
                extensions from the GOI as and when required to maintain compliance
                with
                our PSCs and that we may not be adversely affected by any delays
                we may
                experience in receiving those consents, waivers and
                extensions.


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





Our
      inability to meet our goals and objectives or the consequences to us from
      adverse developments in general economic or capital market conditions, events
      having international consequences, or military or terrorist activities could
      have a material adverse effect on us. We caution you that various risk factors
      accompany those forward-looking statements and are described, among other
      places, under the caption "Risk Factors" herein. They are also described in
      our
      Annual Report on Form 10-KSB as amended by Form 10-KSB/A for the year ended
      December 31, 2006, our Quarterly Reports on Form 10-QSB and 10-Q, and our
      Current Reports on Form 8-K. These risk factors could cause our operating
      results, financial condition and ability to fulfill our plans to differ
      materially from those expressed in any forward-looking statements made in this
      Report and could adversely affect our financial condition and our ability to
      pursue our business strategy and plans.





***Risk
      Factors***


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


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





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***Risks
      Relating to Our Oil and Gas Activities***


*Because
      We Are In the Early Stage Of Developing Our Activities, There Are Considerable
      Risks That We Will Be Unsuccessful*


We
      are in
      the early stage of developing our operations. Our only activities in the oil
      and
      natural gas exploration and production industry have primarily involved entering
      into ten PSCs with the GOI. We have realized no revenues from our oil and
      natural gas exploration and development activities and do not claim any proved
      reserves of oil or natural gas. As of May 14, 2007, a venture in which we have
      a
      net 5% carried interest has drilled and abandoned two wells; has drilled tested
      and cased three wells; is currently casing and testing one well; and is
      currently drilling two wells. Two ventures that we have a 10% PI have drilled
      and abandoned two wells; are in the testing phase of two wells; and are
      currently drilling one well. One venture that we have a 20% PI has drilled
      eight
      wells of which three have been abandoned and five have been suspended awaiting
      a
      possible future development program and are currently drilling two wells.


Our
      current plans are to conduct the exploration and development activities on
      the
      areas offshore and onshore India in accordance with the terms of the PSCs we
      are
      a party to. There can be no assurance that the exploratory drilling to be
      conducted on the exploration blocks in which we hold will result in any
      discovery of hydrocarbons or that any hydrocarbons that are discovered will
      be
      in commercially recoverable quantities. In addition, the realization of any
      revenues from commercially recoverable hydrocarbons is dependent upon the
      ability to deliver, store and market any hydrocarbons that are discovered and
      as
      of May 14, 2007, there are no or limited facilities for the delivery and storage
      of hydrocarbons on the areas covered by our PSCs. The presence of hydrocarbon
      reserves on contiguous properties is no assurance or necessary indication that
      hydrocarbons will be found in commercially marketable quantities on the
      exploration blocks in which we hold an interest. Our exploration opportunities
      are highly speculative and should any of these opportunities not result in
      the
      discovery of commercial quantities of oil and gas reserves, our investment
      in
      the venture could be lost.


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





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


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





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


Our
      PSC
      relating to the KG Offshore Block provides that by the end of the first phase
      of
      the exploration phase the contracting parties shall have drilled at least
      fourteen wells. The first phase of the exploration period relating to the PSC
      for the KG Offshore Block has expired without the required minimum of at least
      fourteen exploration wells being drilled during the first phase. GSPC, as
      operator and on behalf of the contracting parties, is engaged in seeking from
      the GOI its consent to an extension of the expiration date of the first phase
      of
      the exploration period and is also seeking to proceed to the second phase of
      the
      exploration period without relinquishing any of the contract area at the end
      of
      the first phase. In connection with the process of seeking these consents,
      on
      February 24, 2006, the management committee for the KG Offshore Block, which
      includes members representing the GOI, recommended a further extension of the
      first phase of twelve months to March 11, 2007. On February 9 2007, GSPC
      proposed to the Directorate General of Hydrocarbons, a body under the Ministry
      of Petroleum & Natural Gas (“DGH”) and to the GOI that the contracting
      parties proceed to the next exploration phase (Phase II) upon completion of
      Phase I which was expiring on March 11, 2007. It was also requested, on behalf
      of the contracting parties, to not relinquish any of the contract area at the
      end of Phase I. On March 12, 2007 DGH noted the option of GSPC, on behalf of
      the
      contracting parties, to enter phase two and advised that entry into phase two,
      effective March 12, 2007, is subject to the following conditions: (1) Any
      decision by the GOI on the substitution of the Work Program of Phase I will
      be
      binding on the contracting parties; and (2) Any decision by the GOI on
      relinquishment of the 25% of original contract Area (ie. 462 sq. kms.) under
      the
      PSC would be binding on the contracting parties. The extension of the first
      phase for the 18 months to March 11, 2007 would be deducted from the next
      succeeding exploration phase. As such the second phase would have a term of
      one
      year and expire March 11, 2008. As at May 14, 2007, six exploratory wells have
      been drilled on the exploration block leaving eight exploration wells to be
      drilled. A seventh well, the KG#28 is also being drilled on the exploration
      block, but has been classified by the management committee as an appraisal
      well
      for the purposes of the PSC. An eighth exploration well, the KG#30 commenced
      drilling on May 8, 2007 on the exploration block. Approval of the extension
      and
      the entering into the second phase of exploration under the PSC without
      relinquishment of any portion of the contract area from the GOI is currently
      outstanding. Unless this approval is granted, the Company may be liable for
      the
      consequences of non-fulfillment of the minimum work commitment in a given time
      frame under the PSC. The PSC has provisions for termination of the PSC on
      account of various reasons specified therein including material breach of the
      contract. Termination rights can be exercised after giving ninety days written
      notice. This failure to timely complete the minimum work commitment, though
      the
      Company has been advised by GSPC there is no precedence, ** may
      be
      deemed by the GOI to be a failure to comply with the provisions of the contract
      in a material particular.


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


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


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The
      PSC
      relating to the Mehsana Block expired without the required minimum of seven
      wells having been drilled. In October, 2006 the management committee under
      the
      PSC for the Mehsana Block approved a proposal to seek from the GOI an extension
      of the first exploration phase for a six month period from November 21, 2006
      to
      May 20, 2007 and on April 6, 2007 the members of the operating committee under
      the Mehsana Block operating agreement resolved to submit an application to
      the
      GOI for extension for an additional six months to November 20, 2007 to complete
      the minimum work program under Phase I. In seeking that extension, the joint
      venture partners agreed to provide a 100% Bank Guarantee and a 10% cash payment
      to be agreed upon based on pre-estimated liquidated damages for the unfinished
      minimum work program as reasonably determined by DGH, which has not yet been
      determined. As well, the contractor would be required to relinquish 25% of
      the
      block pursuant to the provisions of the PSC. The period of extension will be
      set
      off against the term of the Second Phase which would reduce Phase II to one
      year
      expiring November 20, 2008. Final consent to this extension is awaiting GOI
      approval.


The
      PSC
      relating to the Sanand/Miroli Block expired without the required minimum of
      twelve wells having been drilled. On January 29, 2007 the management committee
      under the PSC for the Sanand/Miroli Block approved a proposal to seek from
      the
      GOI an extension of the first exploration phase for a six month period from
      January 28, 2007 to July 28, 2007. Final consent to this extension is awaiting
      GOI approval.


*Because
      Our Activities Have Only Recently Commenced And We Have No Operating History
      And
      Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance
      Of
      Our Profitability*


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


·
            We
                will experience failures to discover oil and gas in commercial
                quantities;


·
            There
                are uncertainties as to the costs to be incurred in our exploratory
                drilling activities, cost overruns are possible and we may encounter
                mechanical difficulties and failures in completing
                wells;


·
            There
                are uncertain costs inherent in drilling into unknown formations,
                such as
                over-pressured zones, high temperatures and tools lost in the hole;
                and


·
            We
                may make changes in our drilling plans and locations as a result
                of prior
                exploratory drilling.


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


There
      can
      be no assurance that the ventures in which we are a participant will be
      successful in addressing these risks, and any failure to do so could have a
      material adverse effect on our prospects for the future. Our operations were
      recently established, and as such, we have no substantial operating history
      to
      serve as the basis to predict our ability to further the development of our
      business plan. Likewise, the outcome of our exploratory drilling activities,
      as
      well as our quarterly and annual operating results cannot be predicted.
      Consequently, we believe that period to period comparisons of our exploration,
      development, drilling and operating results will not necessarily be meaningful
      and should not be relied upon as an indication of our stage of development
      or
      future prospects. Through May 14, 2007, we abandoned two wells drilled on the
      KG
      Offshore Block, two wells on the Mehsana Block and three wells on the Tarapur
      Block and it is likely that in some future quarter our stage of development
      or
      operating or drilling results may fall below our expectations or the
      expectations of securities analysts and investors and that some of our drilling
      results will be unsuccessful and the wells abandoned. In such event, the trading
      price of our common stock may be materially and adversely affected.





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


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


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


As
      of
      March 31, 2007, we had cash and cash equivalents of approximately $29.5 million.
      We currently expect that our available cash will be sufficient to fund us
      through the budget periods ending March 31, 2008 and through the balance of
      2007
      at our present level of operations on the ten exploration blocks in which we
      are
      currently a participant including our newly acquired NELP-VI exploration blocks.
      Although exploration activity budgets are subject to ongoing review and
      revision, our present estimate of our commitments of capital pursuant to the
      terms of our PSCs relating to our six exploration blocks, excluding our newly
      acquired NELP-VI exploration blocks, totals approximately $12.7 million during
      the period April 1, 2007 to March 31, 2008. We anticipate total expenditures
      on
      the four newly acquired NELP-VI blocks for the first exploration phase which
      covers four years to be approximately $28 million. **** Any
      further PSCs we may seek to enter into or any expanded scope of our operations
      or other transactions that we may enter into may require us to fund our
      participation or capital expenditures with amounts of capital not currently
      available to us. We may be unsuccessful in raising the capital necessary to
      meet
      these capital requirements. There can be no assurance that we will be able
      to
      raise the capital.


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


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





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


As
      of May
      14, 2007, our Directors and executive officers and their respective affiliates,
      in the aggregate, beneficially hold 32,523,667 shares or approximately 49.1%
      of
      our outstanding Common Stock. As a result, these stockholders possess
      significant influence over us, giving them the ability, among other things,
      to
      elect a majority of our Board of Directors and approve significant corporate
      transactions. These persons will retain significant control over our present
      and
      future activities and our other stockholders and investors may be unable to
      meaningfully influence the course of our actions. These persons may have
      interests regarding the future activities and transactions in which we engage
      which may diverge from the interests of our other stockholders. Such share
      ownership and control may also have the effect of delaying or preventing a
      change in control of us, impeding a merger, consolidation, takeover or other
      business combination involving us, or discourage a potential acquiror from
      making a tender offer or otherwise attempting to obtain control of us which
      could have a material adverse effect on the market price of our Common Stock.
      Although management has no intention of engaging in such activities, there
      is
      also a risk that the existing management will be viewed as pursuing an agenda
      which is beneficial to themselves at the expense of other stockholders.





*Our
      Reliance On A Limited Number Of Key Management Personnel Imposes Risks On Us
      That We Will Have Insufficient Management Personnel Available If The Services
      Of
      Any Of Them Are Unavailable*


We
      are
      dependent upon the services of our President and Chief Executive Officer, Jean
      Paul Roy, and Executive Vice President and Chief Financial Officer, Allan J.
      Kent. The loss of either of their services could have a material adverse effect
      upon us. We currently do not have employment agreements with either of such
      persons or key man life insurance. The services of Mr. Roy are provided pursuant
      to the terms of an agreement with a corporation wholly-owned by him. At present,
      Mr. Kent’s services are provided through an oral agreement. Accordingly, these
      agreements do not contain any provisions whereby Mr. Roy and Mr. Kent have
      direct contractual obligations to us to provide services or refrain from other
      activities.


At
      present, our future is substantially dependent upon the geological and
      geophysical capabilities of Mr. Roy to locate oil and gas exploration
      opportunities for us and the ventures in which we are a participant. His
      inability to do the foregoing could materially adversely affect our future
      activities. We entered into a three-year TSA with RGB dated August 29, 2003,
      a
      company owed 100% by Mr. Roy, to perform such geological and geophysical duties
      and exercise such powers related thereto as we may from time to time assign
      to
      it. The expiration term of this contract has subsequently been extended to
      December 31, 2007. We have no agreement directly with Mr. Roy regarding his
      services to us.





*Our
      Success Is Largely Dependent On The Success Of The Operators Of The Ventures
      In
      Which We Participate And Their Failure Or Inability To Properly Or Successfully
      Operate The Oil And Gas Exploration, Development And Production Activities
      On An
      Exploration Block, Could Materially Adversely Affect Us*


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


Under
      the
      terms of our CIA for the KG Offshore Block, we have a carried interest in the
      exploration activities conducted by the parties on the KG Offshore Block prior
      to the start date of initial commercial production. However, under the terms
      of
      that agreement, all of our proportionate share of capital costs for exploration
      and development activities must be repaid without interest over the projected
      production life or ten years, whichever is less. Our proportionate share of
      these costs and expenses expected to be incurred over the 6.5 year term of
      the
      PSC for which our interest is carried was originally estimated to be
      approximately $22.0 million. Additional drilling costs including the drilling
      to
      depths in excess of 5,000 meters, where higher downhole temperatures and
      pressures are encountered, versus shallower depths as originally anticipated,
      as
      well as the testing and completion costs of these wells, has resulted in
      additional costs exceeding originally estimated expenditures. As a consequence
      of these additional drilling costs incurred, as of May 14, 2007, the annual
      budget for the period April 1, 2007 to March 31, 2008 submitted to the
      Management Committee under the PSC for the KG Offshore Block estimates that
      GSPC
      will expend approximately $50.4 million attributed to us (including the amount
      attributable to RGM) under the CIA over the period April 1, 2007 to March 31,
      2008. Further additional expenditures may be required for cost overruns and
      completions of commercially successful wells. We are unable to estimate the
      amount of additional expenditures GSPC will make as operator attributable to
      us
      prior to the start date of initial commercial production under the CIA or when,
      if ever, any commercial production will commence. Of these expenditures, 50%
      are
      for the account of Roy Group (Mauritius) Inc. under the terms of the
      Participating Interest Agreement between us and Roy Group (Mauritius) Inc.
      We
      are not entitled to any share of production from the KG Offshore Block until
      such time as the expenditures attributed to us, including those expenditures
      made for the account of Roy Group (Mauritius) Inc., under the CIA, have been
      recovered by GSPC from future production revenue. Therefore, we are unable
      to
      estimate when we may commence to receive distributions from any production
      of
      hydrocarbon reserves found on the KG Offshore Block. As provided in the CIA,
      in
      addition to repaying our proportionate share of capital costs incurred for
      which
      we were carried, we will be required to bear our proportionate share of the
      expenditures attributable to us after the start date of initial commercial
      production on the KG Offshore Block.




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


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


·
            The
                venture participants are required to complete certain minimum work
                programs during the two or three phases of the terms of the PSCs.
                In the
                event the venture participants fail to fulfill any of these minimum
                work
                programs, the parties to the venture must pay to the GOI their
                proportionate share of the amount that would be required to complete
                the
                minimum work program. Accordingly, we could be called upon to pay
                our
                proportionate share of the estimated costs of any incomplete work
                programs. At May 14, 2007, we have failed to complete phase one work
                programs under three of our PSCs within the time periods agreed.
                We have
                applied to the GOI for extensions of these allotted time periods
                and are
                awaiting the GOI response.


·
            Until
                such time as the GOI attains self sufficiency in the production of
                crude
                oil and condensate and is able to meet its national demand, the parties
                to
                the venture are required to sell in the Indian domestic market their
                entitlement under the PSCs to crude oil and condensate produced from
                the
                exploration blocks. In addition, the Indian domestic market has the
                first
                call on natural gas produced from the exploration blocks and the
                discovery
                and production of natural gas must be made in the context of the
                government’s policy of utilization of natural gas and take into account
                the objectives of the government to develop its resources in the
                most
                efficient manner and promote conservation measures. Accordingly,
                this
                provision could interfere with our ability to realize the maximum
                price
                for our share of production of
                hydrocarbons;


·
            The
                parties to each agreement that are not Indian companies, which includes
                us, are required to negotiate technical assistance agreements with
                the GOI
                or its nominee whereby such foreign company can render technical
                assistance and make available commercially available technical information
                of a proprietary nature for use in India by the government or its
                nominee,
                subject, among other things, to confidentiality restrictions. Although
                not
                intended, this could increase each venture’s and our cost of operations;
                and


·
            The
                parties to each venture are required to give preference, including
                the use
                of tender procedures, to the purchase and use of goods manufactured,
                produced or supplied in India provided that such goods are available
                on
                equal or better terms than imported goods, and to employ Indian
                subcontractors having the required skills insofar as their services
                are
                available on comparable standards and at competitive prices and terms.
                Although not intended, this could increase the ventures and our cost
                of
                operations.


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





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*The
      Requirements of Section 404 of the Sarbanes-Oxley Act of 2002 Require That
      We
      Undertake an Evaluation of Our Internal Controls That May Identify Internal
      Control Weaknesses.*


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





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


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


·
            political
                conditions and civil unrest in oil producing regions, including the
                Middle
                East and elsewhere;


·
            the
                domestic and foreign supply of oil and gas;


·
            quotas
                imposed by the Organization of Petroleum Exporting Countries upon
                its
                members;


·
            the
                level of consumer demand;


·
            weather
                conditions;


·
            domestic
                and foreign government regulations;


·
            the
                price and availability of alternative fuels;


·
            overall
                economic conditions; and


·
            international
                political conditions.


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


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


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


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


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


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


·
            the
                availability and frequency of delivery vessels;


·
            changes
                in supply due to drilling by others;


·
            the
                availability of drilling rigs and qualified personnel; and


·
            changes
                in demand.




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


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


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





*Our
      Future Performance Depends Upon Our Ability And The Ability Of The Ventures
      In
      Which We Participate To Find Or Acquire Oil And Gas Reserves That Are
      Economically Recoverable*


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


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





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


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


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





***Risks
      Relating To The Market For Our Common Stock***


*Volatility
      Of Our Stock Price*


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





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**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
      March
      31, 2007, we had not entered into any market risk sensitive instruments, as
      such
      term is defined in Item 305 of Regulation S-K, relating to oil and natural
      gas.





*Interest
      Rate Risk*


At
      March
      31, 2007, we had approximately $29.5 million in cash and cash equivalents.
      Substantially, all these funds are held in U.S. dollars and our cash equivalents
      are invested in high-quality credit instruments, primarily of money market
      funds
      with maturities of 90 days or less. We do not expect any material loss from
      cash
      equivalents, and therefore we believe our interest rate exposure on invested
      funds is not material. Fluctuations in interest rates can be expected to affect
      the interest income we receive on the invested funds.


At
      March
      31, 2007, we had no long-term debt outstanding and held no market risk sensitive
      instruments related to the interest rate risk.





*Foreign
      Currency Risk*


Substantially,
      all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
      denominated securities. At March 31, 2007, we had no operating revenues. Certain
      of our expenses are fixed or denominated by foreign currencies including the
      Canadian dollar and the Indian Rupees. We are exposed to market risks associated
      with fluctuations in foreign currency exchange rates related to our transactions
      denominated in currencies other than the U.S. dollar.


At
      March
      31, 2007, we had not entered into any market risk sensitive instruments relating
      to our foreign currency exchange risk.





*Trading
      Risks*


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





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**ITEM
      4.**  **CONTROLS
      AND PROCEDURES**





Under
      the
      supervision and with the participation of our management, including Jean Paul
      Roy, our President and Chief Executive Officer, and Allan J. Kent, our Executive
      Vice President and Chief Financial Officer, we have evaluated the effectiveness
      of the design and operation of our disclosure controls and procedures within
      90
      days of the filing date of this annual report, and, based on their evaluation,
      Mr. Roy and Mr. Kent have concluded that these controls and procedures are
      effective. There were no significant changes in our internal controls or in
      other factors that could significantly affect these controls subsequent to
      the
      date of their evaluation.


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








**PART
      II**


**OTHER
      INFORMATION**





**ITEM
      1A.**  **RISK
      FACTORS**





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





**ITEM
      6.**  **EXHIBITS**





1.01*
            Production
                Sharing Contract dated March 2, 2007, between the Government of India,
                Oil
                India Limited and GeoGlobal Resources (Barbados) Inc.with respect to Exploration block
                KG-ONN-2004/1


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


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


1.03*
            Production
                Sharing Contract dated March 2, 2007, between the Government of India,
                Oil
                India Limited, Hindustan Petroleum Corpn. Ltd. and GeoGlobal Resources
                (Barbados) Incwith respect to Exploration block
                RJ-ONN-2004/3


1.04*
            Production
                Sharing Contract dated March 2, 2007, between the Government of India
                and
                GeoGlobal Resources (Barbados) Inc.with
                respect to Exploration Block
                DS-ONN-2004/1 31.1*
            Certification of
              President and
              Chief Executive Officer Pursuant to Rule
              13a-14(a) 31.2*
            Certification of
              Chief Financial
              Officer Pursuant to Rule 13a-14(a) 32.1
            Certification
              of President and Chief
              Executive Officer Pursuant to Section 1350 (furnished, not
              filed) 32.2
            Certification of
              Chief Financial
              Officer Pursuant to Section 1350 (furnished, not
              filed)




*
      filed
      herewith


Page45
 Table
          of Contents








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)





May
      14,
      2007




/s/
      Jean
      Paul Roy


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


Jean
      Paul
      Roy


President
      and Chief Executive Officer


(Principal
      Executive Officer and Director)









May
      14,
      2007




/s/
      Allan
      J. Kent


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


Allan
      J.
      Kent


Executive
      Vice President and Chief Financial Officer


(Principal
      Financial and Accounting)