##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the quarterly period ended September 30,
2005;
 or
 o
    
    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.
  DELAWARE
    
    33-0464753(State or other jurisdiction of incorporation of organization)
    
    (I.R.S. employer identification no.)
  
   
   YES þ
    
    NO o
  YES o
    
    NO þ
  YES o
    
    NO þ
  Class
    
    Outstanding at November 16, 2005COMMON STOCK, PAR VALUE $.001 PER SHARE
    
    62,585,255
  YES o
    
    NO þ




---



##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
 QUARTERLY REPORT ON FORM 10-QSB
 TABLE OF CONTENTS
 Page No.PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements (Unaudited)Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004 (Unaudited)
    
    
    3Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and September 30, 2004 and from inception on August 21, 2002 to September 30, 2005 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2005 and September 30, 2004 and from inception on August 21, 2002 to September 30, 2005 (Unaudited)
    
    
    5Notes to the Consolidated Financial Statements as at September 30, 2005 (Unaudited)
    
    
    6-20Item 2.
    
    Managements Discussion and Analysis and Plan of Operations
    
    
    21Item 3.
    
    Controls and Procedures
    
    
    36PART II.
    
    OTHER INFORMATIONItem 6.
    
    Exhibits
    
    
    37
 Page 2




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##### 



PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED BALANCE SHEETS
 September 30-2005
    
    
    December 31-2004US $
    
    
    US $AssetsCurrentCash and cash equivalents
    
    
    35,581,057
    
    
    
    4,419,598Restricted cash (note 10a)
    
    
    392,485
    
    
    
    206,79635,973,542
    
    
    
    4,626,394Accounts receivable and prepaids
    
    
    239,478
    
    
    
    181,237Cash call receivable
    
    
    
    
    
    
    27,51136,213,020
    
    
    
    4,835,142Property and equipment (note 3)Exploration costs, not subject to depletion
    
    
    1,740,596
    
    
    
    638,539Computer and office equipment, net
    
    
    132,624
    
    
    
    143,0531,873,220
    
    
    
    781,59238,086,240
    
    
    
    5,616,734LiabilitiesCurrentAccounts payable
    
    
    110,307
    
    
    
    29,623Accrued liabilities
    
    
    10,500
    
    
    
    54,442Due to related companies (notes 7c, 7d and 7e)
    
    
    91,366
    
    
    
    19,624212,173
    
    
    
    103,689Stockholders EquityCapital stock (note 4)Authorized100,000,000 common shares with a par value of US$0.001 each
1,000,000 preferred shares with a par value of US$0.01 eachIssued62,550,255 common shares (December 31, 2004  55,207,455)
    
    
    47,957
    
    
    
    40,615Additional paid-in capital (note 4)
    
    
    39,777,820
    
    
    
    6,831,434Deficit accumulated during the development stage
    
    
    (1,951,710
    )
    
    
    (1,359,004
    )37,874,067
    
    
    
    5,513,04538,086,240
    
    
    
    5,616,734
   Page 3




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##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Period fromThree months
    
    
    Three months

    
    
    Nine months
    
    
    Nine months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    August 21-2002Sept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004
    
    
    to Sept 30-2005US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Expenses(note 7c, 7d and 7e)General and administrative
    
    
    179,516
    
    
    
    83,322
    
    
    
    369,450
    
    
    
    357,247
    
    
    
    978,840Consulting fees
    
    
    53,295
    
    
    
    60,474
    
    
    
    154,869
    
    
    
    186,958
    
    
    
    562,755Professional fees
    
    
    41,382
    
    
    
    10,504
    
    
    
    131,623
    
    
    
    116,090
    
    
    
    431,740Depreciation and depletion
    
    
    12,650
    
    
    
    15,908
    
    
    
    36,037
    
    
    
    43,302
    
    
    
    148,493286,843
    
    
    
    170,208
    
    
    
    691,979
    
    
    
    703,597
    
    
    
    2,121,828Other expenses (income)Consulting fees recovered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,300
    )
    
    
    (53,075
    )Equipment costs recovered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,200
    )
    
    
    (6,445
    )Foreign exchange loss (gain)
    
    
    8,198
    
    
    
    (657
    )
    
    
    12,706
    
    
    
    3,173
    
    
    
    34,835Interest
    
    
    (77,693
    )
    
    
    (6,386
    )
    
    
    (111,979
    )
    
    
    (19,361
    )
    
    
    (145,433
    )(69,495
    )
    
    
    (7,043
    )
    
    
    (99,273
    )
    
    
    (32,688
    )
    
    
    (170,118
    )Net loss and comprehensive loss for
the period(note 8)
    
    
    (217,348
    )
    
    
    (163,165
    )
    
    
    (592,706
    )
    
    
    (670,909
    )
    
    
    (1,951,710
    )Net loss per share
 basic and diluted(note 4e)
    
    
    0.00
    
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.02
    )
  Page 4




---



##### 



GEOGLOBAL RESOURCES INC.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    Nine months
    
    
    Nine months
    
    
    Inception,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    August 21-2002Sept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004
    
    
    to Sept 30-2005US $
    
    
    US $
    
    
    US $
    
    
    US $
    
    
    US $Cash flows provided by (used in)
operating activitiesNet loss
    
    
    (217,348
    )
    
    
    (163,165
    )
    
    
    (592,706
    )
    
    
    (670,909
    )
    
    
    (1,951,710
    )Adjustment to reconcile net loss to
net cash used in operating activities:Depreciation and depletion
    
    
    12,650
    
    
    
    15,908
    
    
    
    36,037
    
    
    
    43,302
    
    
    
    148,493Changes in operating assets
and liabilities:Accounts receivable and prepaids
    
    
    (28,642
    )
    
    
    13,390
    
    
    
    (30,730
    )
    
    
    (91,636
    )
    
    
    (164,478
    )Accounts payable
    
    
    (1,970
    )
    
    
    (159,471
    )
    
    
    22,333
    
    
    
    (176,311
    )
    
    
    2,948Accrued liabilities
    
    
    200
    
    
    
    
    
    
    
    (15,500
    )
    
    
    
    
    
    
    5,500Due to related companies
    
    
    43,460
    
    
    
    31,231
    
    
    
    71,742
    
    
    
    61,131
    
    
    
    49,610(191,650
    )
    
    
    (262,107
    )
    
    
    (508,824
    )
    
    
    (834,423
    )
    
    
    (1,909,637
    )Cash flows provided by (used in)
investing activitiesProperty and equipmentExploration costs
    
    
    (146,809
    )
    
    
    (67,741
    )
    
    
    (1,102,057
    )
    
    
    (337,959
    )
    
    
    (1,740,596
    )Computer and office equipment
    
    
    (9,097
    )
    
    
    (9,829
    )
    
    
    (25,608
    )
    
    
    (75,433
    )
    
    
    (281,117
    )Cash acquired on acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,034,666Restricted cash (note 10a)
    
    
    (185,689
    )
    
    
    (206,796
    )
    
    
    (185,689
    )
    
    
    (206,796
    )
    
    
    (392,485
    )Changes in investing assets
and liabilities:Cash call receivable
    
    
    7,697
    
    
    
    (31,890
    )
    
    
    
    
    
    
    (31,890
    )
    
    
    Accounts payable
    
    
    5,021
    
    
    
    
    
    
    
    5,021
    
    
    
    
    
    
    
    5,021Accrued liabilities
    
    
    (214,915
    )
    
    
    
    
    
    
    (33,442
    )
    
    
    
    
    
    
    (543,792
    )
    
    
    (316,256
    )
    
    
    (1,341,775
    )
    
    
    (652,078
    )
    
    
    625,489Cash flows provided by (used in)
financing activitiesProceeds from issuance of common shares
    
    
    32,183,050
    
    
    
    7,500
    
    
    
    34,450,400
    
    
    
    97,500
    
    
    
    40,765,664Share issuance costs
    
    
    (1,496,672
    )
    
    
    
    
    
    
    (1,496,672
    )
    
    
    
    
    
    
    (2,046,847
    )Changes in financing liabilities:Note payable (note 7a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000,000
    )
    
    
    (2,000,000
    )Accounts payable
    
    
    53,330
    
    
    
    
    
    
    
    53,330
    
    
    
    
    
    
    
    114,408Accrued liabilities
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    5,000Due to related companies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,98030,744,708
    
    
    
    7,500
    
    
    
    33,012,058
    
    
    
    (902,500
    )
    
    
    36,865,205Net increase (decrease) in cash and
cash equivalents
    
    
    30,009,266
    
    
    
    (570,863
    )
    
    
    31,161,459
    
    
    
    (2,389,001
    )
    
    
    35,581,057Cash and cash equivalents, beginning of period
    
    
    5,571,791
    
    
    
    5,211,769
    
    
    
    4,419,598
    
    
    
    7,029,907
    
    
    
    Cash and cash equivalents, end of period
    
    
    35,581,057
    
    
    
    4,640,906
    
    
    
    35,581,057
    
    
    
    4,640,906
    
    
    
    35,581,057Cash and cash equivalentsCurrent bank accounts
    
    
    208,419
    
    
    
    154,208
    
    
    
    208,419
    
    
    
    154,208
    
    
    
    208,419Term deposits
    
    
    35,372,638
    
    
    
    4,486,698
    
    
    
    35,372,638
    
    
    
    4,486,698
    
    
    
    35,372,63835,581,057
    
    
    
    4,640,906
    
    
    
    35,581,057
    
    
    
    4,640,906
    
    
    
    35,581,057
  Page 5




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##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 1.
    
    Nature of operations
    2.
    
    Basis of presentation
    Page 6




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##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 2.
    
    Basis of presentation (continued)
 Business Corporations Act Companies Act of Barbados Business Corporations Act Companies Act of Barbados
 3.
    
    Property and equipment
 Exploration costs incurred inthe nine months endedBalance Sheet as at
    
    
    September 30US $
    
    
    US $Sept 30-2005
    
    
    Dec 31-2004
    
    
    2005
    
    
    2004Exploration and developmentExploration costs  India
    
    
    1,740,596
    
    
    
    638,539
    
    
    
    1,102,057
    
    
    
    337,9591,740,596
    
    
    
    638,539
    
    
    
    1,102,057
    
    
    
    337,959Computer and office equipmentComputer and office equipment
    
    
    281,117
    
    
    
    255,509Accumulated depreciation
    
    
    (148,493
    )
    
    
    (112,456
    )132,624
    
    
    
    143,0531,873,220
    
    
    
    781,592
 a)
    
    Exploration costs  IndiaThe exploration costs incurred to date are not subject to depletion and cover six
exploration blocks, known as the KG Block, Mehsana, Sanand/Miroli, Tarapur, Ankleshwar
and the DS Block. It is anticipated these exploration costs will be subject to depletion
no earlier than the 2007 fiscal year.b)
    
    Capitalized overhead costsIncluded in the US$1,102,057 of exploration cost additions during the nine months ended
September 30, 2005 (year ended December 31, 2004  US$460,016) are certain overhead costs
capitalized by the Company in the amount of US$283,276 (year ended December 31, 2004 
US$336,535) directly related to the exploration activities in India. Of the capitalized
overhead amount, US$41,266 (year ended December 31, 2004  US$49,370) was paid to third
parties, and US$210,809 was paid to and on behalf of a related party (year ended December
31, 2004  US$287,165) (see note 7c). These indirect capitalized overhead costs are
incurred solely by and on behalf of the Company in providing its services under the
Production Sharing Contracts and the Carried Interest Agreement and are therefore not
reimbursable under the agreements.
 Page 7




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##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 3.
    
    Property and equipment (continued)
 c)
    
    Carried Interest AgreementAs at September 30, 2005, GSPC has incurred costs of approximately Rs 41.6 Crore
(approximately US$9.3 million) (December 31, 2004  Rs 22.8 Crore (approximately US$5.0
million)) attributable to GeoGlobal under the Carried Interest Agreement (CIA) of which
50% is for the account of Roy Group (Mauritius) Inc. (RGM), a related party under the
terms of the Participating Interest Agreement.d)
    
    Participating Interest AgreementOn March 27, 2003, GeoGlobal entered into a Participating Interest Agreement (PIA) with
RGM, whereby GeoGlobal assigned and holds in trust for RGM, subject to Government of
India consent, 50% of the benefits and obligations of the 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.e)
    
    Deed of Assignment and AssumptionOn 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% participating interest in the onshore Tarapur Exploration
Block (CB-ON/2). The assignment of the 20% interest is subject to obtaining the consent
of the Government of India to the assignment which consent has not yet been obtained.
Based on the Companys past experience as a party to other PSCs with GSPC and its
relationship with GSPC, the Company believes that such consent from the Government of
India will be forthcoming. In the event such consent is not obtained, the assignment
would be terminated. Under such circumstances, the Company intends to negotiate an
alternative acceptable arrangement with GSPC. The payment of the US$579,523 to GSPC
under the terms of the Companys agreement with GSPC has been included in Exploration
costs  India at September 30, 2005.
 Page 8




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##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 4.
    
    Capital Stock
 a)
    
    Common shares
 AdditionalCapital
    
    
    paid-inNumber of
    
    
    stock
    
    
    capitalshares
    
    
    US $
    
    
    US $Balance at December 31, 2002
    
    
    1,000
    
    
    
    64
    
    
    
    2003 TransactionsCapital stock of GeoGlobal at August 29, 2003
    
    
    14,656,687
    
    
    
    14,657
    
    
    
    10,914,545Common shares issued by GeoGlobal to acquire
GGRI
    
    
    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 1)
    
    
    (1,000
    )
    
    
    (14,657
    )
    
    
    (10,914,545
    )Options exercised for cash
    
    
    396,668
    
    
    
    397
    
    
    
    101,253Private placement financing
    
    
    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
    
    
    
    6,618,0382004 TransactionsOptions exercised for cash
    
    
    115,000
    
    
    
    115
    
    
    
    154,785Broker warrants exercised for cash
    
    
    39,100
    
    
    
    39
    
    
    
    58,611154,100
    
    
    
    154
    
    
    
    213,396Balance as at December 31, 2004
    
    
    55,207,455
    
    
    
    40,615
    
    
    
    6,831,4342005 TransactionsOptions exercised for cash (note 5b)
    
    
    335,000
    
    
    
    335
    
    
    
    461,865Purchase warrants exercised for cash (note 4b(i))
    
    
    2,214,500
    
    
    
    2,214
    
    
    
    5,534,036Broker warrants exercised for cash (note 4b(ii))
    
    
    540,900
    
    
    
    541
    
    
    
    810,809Private placement financing (note 4c)
    
    
    4,252,400
    
    
    
    4,252
    
    
    
    27,636,348Share issuance costs on private placement (note 4c)
    
    
    
    
    
    
    
    
    
    
    (1,496,672
    )7,342,800
    
    
    
    7,342
    
    
    
    32,946,386Balance as at September 30, 2005
    
    
    62,550,255
    
    
    
    47,957
    
    
    
    39,777,820
 b)
    
    December 2003 Financing
 i)
    
    During the three and nine months ended September 30, 2005, 1,693,500
and 2,214,500 Purchase Warrants respectively were exercised for gross proceeds of
$4,233,750 and $5,536,250 respectively. Total additional proceeds if the remaining
785,500 Purchase Warrants were exercised would be US$1,963,750.ii)
    
    Broker WarrantsDuring the three and nine months ended September 30, 2005, 205,800 and 540,900
Broker Warrants respectively were exercised for gross proceeds of $308,700 and
$811,350. As at September 30, 2005, all Broker Warrants have been exercised.
 Page 9




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 4.
    
    Capital Stock (continued)
 c)
    
    September 2005 FinancingDuring 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 $27,640,600.Each Unit is comprised of one common share and one half of one warrant. One full warrant
entitles the holder to purchase one additional common share for US$9.00, for a term of
two years expiring September 2007. The 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 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.Costs of US$1,496,672 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 on September 9, 2007.
Compensation Options are also subject to accelerated expiration on the same terms and
conditions as the warrants issued in the transaction.d)
    
    OptionsDuring the three and nine months ended September 30, 2005, nil and 335,000 options,
respectively, were exercised for gross proceeds of US$ nil and US$462,200, respectively.
As at September 30, 2005, there were 4,115,000 options outstanding at various prices
which, if exercised, would result in total proceeds of US$5,792,000.e)
    
    Weighted-average number of sharesFor purposes of the determination of net loss per share, the basic and diluted
weighted-average number of shares outstanding for the three and nine months ended
September 30, 2005 was 53,920,318 and 51,503,725, respectively (three and nine months
ended September 30, 2004 was 45,287,290 and 38,815,763, respectively). The number for
the three and nine months ended September 30, 2005 and September 30, 2004 excludes the
5,000,000 shares currently held in escrow.
 Page 10




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 5.
    
    Stock Options
 a)
    
    Stock-based compensationThe Company has adopted a 1998 Stock Incentive Plan under which, as amended through June
2005, 8,000,000 shares of its common stock have been reserved for issuance under the
Plan. Among other things, the Company is authorized to grant stock options under the
terms of the plan to employees, members of the Board of Directors, consultants and
independent advisors who provide services to the Company. Under the Statement of
Financial Accounting Standards 123, the Company is required to measure and disclose on a
pro-forma basis the impact on net loss and net loss per share of applying the fair value
based method of accounting for stock-based compensation arrangements with employees and
directors.Under this method, compensation cost is measured at fair value at grant date and
recognized over the vesting period. If the fair value based method had been used, the
stock based compensation costs, pro-forma net loss and pro-forma net loss per share would
be as follows:
 Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004US$
    
    
    US$
    
    
    US$
    
    
    US$Pro-forma stock based compensation
    
    
    660,929
    
    
    
    103,326
    
    
    
    1,591,493
    
    
    
    309,980Net lossAs reported
    
    
    (217,348
    )
    
    
    (163,165
    )
    
    
    (592,706
    )
    
    
    (670,909
    )Pro-forma
    
    
    (878,277
    )
    
    
    (266,491
    )
    
    
    (2,184,199
    )
    
    
    (980,889
    )Net loss per share  basic and dilutedAs reported
    
    
    0.00
    
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.02
    )Pro-forma
    
    
    (0.02
    )
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    (0.03
    )Black-Scholes AssumptionsFair value of stock options granted (1)
    
    $
    2.38
    
    
    $
    0.27
    
    
    $
    0.44
    
    
    $
    0.27Risk-free interest rate
    
    
    2.75
    %
    
    
    2.61
    %
    
    
    2.75
    %
    
    
    2.61
    %Volatility
    
    
    95
    %
    
    
    55
    %
    
    
    95
    %
    
    
    55
    %Expected life (1)
    
    1.0 years
    
    0.9 years
    
    0.8 years
    
    0.9 yearsDividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 
 (1)
    
    Weighted-average Page 11




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 5.
    
    Stock Options (continued)
 b)
    
    Stock option tableThese options were granted for services provided to the Company:
 Cancelled (c)
    
    
    
    
    
    
    BalanceOption
    
    
    
    
    
    
    
    
    
    
    Balance
    
    
    Granted
    
    
    Exercised (e)
    
    
    Balance
    
    
    exercisableGrant
    
    
    exercise
    
    
    Expiry
    
    
    Vesting
    
    
    Dec 31,
    
    
    during
    
    
    during
    
    
    Sept 30,
    
    
    Sept 30,date
    
    
    price
    
    
    date
    
    
    date
    
    
    2004
    
    
    the period
    
    
    the period
    
    
    2005
    
    
    2005(mm/dd/yy)
    
    
    US $
    
    
    (mm/dd/yy)
    
    
    (mm/dd/yy)
    
    
    #
    
    
    #
    
    
    #
    
    
    #
    
    
    #12/09/03
    
    
    
    1.18
    
    
    
    08/31/06
    
    

Vested
    
    
    1,945,000
    
    
    
    
    
    
    
    80,000
    (e)
    
    
    1,865,000
    
    
    
    1,865,00012/30/03
    
    
    
    1.50
    
    
    
    08/31/06
    
    
    Vested
    
    
    945,000
    
    
    
    
    
    
    
    150,000
    (c)225,000
    (e)
    
    
    570,000
    
    
    
    570,00001/17/05
    
    
    
    1.01
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    
    
    
    448,500
    
    
    
    30,000
    (e)
    
    
    418,500
    
    
    
    418,50001/17/05
    
    
    
    1.01
    
    
    
    08/31/06
    
    
    
    12/31/05
    
    
    
    
    
    
    
    341,500
    
    
    
    
    
    
    
    341,500
    
    
    
    01/18/05
    
    
    
    1.10
    
    
    
    08/31/08
    
    
    Vested
    
    
    
    
    
    
    400,000
    
    
    
    
    
    
    
    400,000
    
    
    
    400,00001/18/05
    
    
    
    1.10
    
    
    
    08/31/08
    
    
    
    12/31/05
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    200,000
    
    
    
    01/25/05
    
    
    
    1.17
    
    
    
    08/31/06
    
    
    Vested
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    35,000
    
    
    
    35,00001/25/05
    
    
    
    1.17
    
    
    
    08/31/06
    
    
    
    12/31/05
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    
    
    
    06/14/05
    
    
    
    3.49
    
    
    
    06/14/15
    
    
    Vested
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    150,000
    
    
    
    150,00008/24/05
    
    
    
    6.50
    
    
    
    08/24/08
    
    
    Vested
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    10,00008/24/05
    
    
    
    6.50
    
    
    
    08/24/08
    
    
    
    12/31/05
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000
    
    
    
    08/24/05
    
    
    
    6.50
    
    
    
    08/24/08
    
    
    
    08/31/06
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000
    
    
    
    2,890,000
    
    
    
    1,710,000
    
    
    
    485,000
    
    
    
    4,115,000
    
    
    
    3,448,500
 
 i)
    
    On January 17, 2005, the Board of Directors of the Company passed a resolution
with respect to stock options issued in 2003 to extend the expiry date of all then
outstanding options from August 31, 2005 to August 31, 2006.ii)
    
    During the nine-month period ended September 30, 2005, the Company
granted options to purchase 1,710,000 shares exercisable at various prices and
expiry dates.iii)
    
    Of the 485,000 options exercised or cancelled in the period, 150,000 were
cancelled during the three months ended March 31, 2005 and the remaining 335,000
options were all exercised in the period from April 1 to June 30, 2005.iv)
    
    As at September 30, 2005, there were 4,115,000 options outstanding at
various prices which, if exercised, would result in total proceeds of US$5,792,000.v)
    
    At the annual stockholder meeting held on June 14, 2005, the stockholders
of the Company approved amendments to the Plan to a) increase the shares of Common
Stock reserved for issuance under the Plan from 3,900,000 shares to 8,000,000 shares
and b) amend the terms of the Automatic Option Grant Program of the Plan to increase
the number of shares subject to the annual automatic option grant to non-employee
Board members from 5,000 shares to 50,000 shares. Page 12




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 6.
    
    Acquisition
   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
 Page 13




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 7.
    
    Related party transactionsRelated party transactions are measured at the exchange amount which is the amount of
consideration established and agreed by the related parties.
 a)
    
    Note payableThe US$2,000,000 promissory note issued to the sole shareholder of GeoGlobal
India on the Acquisition has been fully repaid.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. On March 27, 2003, the Company entered into a
Participating Interest Agreement with the related party (note 3d).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. 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. Roy Group receives
consideration of US$250,000 per year for an initial term of three years as outlined and
recorded below:
 Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004US $
    
    
    US $
    
    
    US $
    
    
    US $Consolidated Statements of
OperationsConsulting fees
    
    
    12,500
    
    
    
    12,500
    
    
    
    37,500
    
    
    
    37,500Consolidated Balance SheetsProperty and equipmentExploration
costs  India
    
    
    50,000
    
    
    
    50,000
    
    
    
    150,000
    
    
    
    150,00062,500
    
    
    
    62,500
    
    
    
    187,500
    
    
    
    187,500
 Roy Group was also reimbursed for medical, insurance and expenses; travel, hotel, meals
and entertainment expenses; computer costs; and amounts billed to third parties incurred
during the periods as outlined and recorded below:
 Consolidated Statements of
OperationsGeneral and administrative
    
    
    48,721
    
    
    
    6,906
    
    
    
    49,210
    
    
    
    10,237Consolidated Balance SheetsAccounts receivable
    
    
    617
    
    
    
    19,971
    
    
    
    632
    
    
    
    19,971Property and equipment
Office equipment
    
    
    1,610
    
    
    
    
    
    
    
    1,610
    
    
    
    Exploration costs 
India
    
    
    48,266
    
    
    
    18,336
    
    
    
    60,809
    
    
    
    66,14999,214
    
    
    
    45,213
    
    
    
    112,261
    
    
    
    96,357
 At September 30, 2005, the Company owed Roy Group US$77,542 (December 31, 2004 -
US$16,103) for services provided and expenses incurred on behalf of the Company and
pursuant to the TSA. These amounts bear no interest and have no set terms of repayment.
 Page 14




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 7.
    
    Related party transactions (continued)
 d)
    
    D.I. Investments Ltd. (D.I.)D.I. is related to the Company by common management and is controlled by a director of
the Company. D.I. charged consulting fees for services rendered as outlined and recorded
below:
 Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004US $
    
    
    US $
    
    
    US $
    
    
    US $Consolidated Statements of
OperationsConsulting fees
    
    
    30,000
    
    
    
    30,000
    
    
    
    90,000
    
    
    
    90,00030,000
    
    
    
    30,000
    
    
    
    90,000
    
    
    
    90,000
 D.I. was also reimbursed for office costs, including rent, parking, office supplies and
telephone as well as travel, hotel, meals and entertainment expenses incurred during the
periods as outlined and recorded below:
 Consolidated Statements of
OperationsGeneral and administrative
Office costs
    
    
    20,756
    
    
    
    12,281
    
    
    
    39,766
    
    
    
    39,732Travel, hotel, meals and
entertainment
    
    
    442
    
    
    
    7
    
    
    
    3,973
    
    
    
    2,808Consolidated Balance SheetsAccounts receivable
    
    
    3,509
    
    
    
    
    
    
    
    9,026
    
    
    
    24,707
    
    
    
    12,288
    
    
    
    52,765
    
    
    
    42,540
 At September 30, 2005, the Company owed D.I. US$7,815 (December 31, 2004  US$nil) as a
result of services provided and expenses incurred on behalf of the Company. These amounts
bear no interest and have no set terms of repayment.
 Page 15




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 7.
    
    Related party transactions (continued)
 e)
    
    Amicus Services Inc. (Amicus)Amicus is related to the Company by virtue of being controlled by the brother of a
director of the Company. Amicus charged consulting fees for services rendered as
outlined below:
 Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004US $
    
    
    US $
    
    
    US $
    
    
    US
    
    $Consolidated Statements of
OperationsConsulting fees
    
    
    10,795
    
    
    
    6,204
    
    
    
    24,830
    
    
    
    26,71810,795
    
    
    
    6,204
    
    
    
    24,830
    
    
    
    26,718
 Amicus was also reimbursed 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
    
    
    
    
    
    
    95
    
    
    
    
    
    
    
    1,713Consolidated Balance SheetsAccounts receivable
    
    
    1,176
    
    
    
    295
    
    
    
    1,738
    
    
    
    1,853Property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,1211,176
    
    
    
    390
    
    
    
    1,738
    
    
    
    4,687
 At September 30, 2005, the Company owed Amicus US$6,009 (December 31, 2004  US$3,521) as
a result of services provided and expenses incurred on behalf of the Company. These
amounts bear no interest and have no set terms of repayment.
 Page 16




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 8.
    
    Income Taxes
 a)
    
    Income tax expenseThe 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
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSept 30-2005
    
    
    Sept 30-2004
    
    
    Sept 30-2005
    
    
    Sept 30-2004US $
    
    
    US $
    
    
    US $
    
    
    US $Net loss
    
    
    (217,348
    )
    
    
    (163,165
    )
    
    
    (592,706
    )
    
    
    (670,909
    )Expected US tax rate
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %
    
    
    40.66
    %Expected income tax recovery
    
    
    (88,375
    )
    
    
    (66,343
    )
    
    
    (240,995
    )
    
    
    (272,792
    )Excess of expected tax rate
over tax
rate of foreign affiliates
    
    
    23,480
    
    
    
    26,457
    
    
    
    48,006
    
    
    
    38,760Valuation allowance
    
    
    64,847
    
    
    
    39,678
    
    
    
    191,746
    
    
    
    231,533Other
    
    
    48
    
    
    
    208
    
    
    
    1,243
    
    
    
    2,499Income tax recovery
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 b)
    
    Deferred income taxesThe 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:
 Sept 30-2005
    
    
    December 31-2004US$
    
    
    US$Difference between tax base and reported amounts of
depreciable assets
    
    
    (133,360
    )
    
    
    2,679Non-capital loss carry forwards
    
    
    2,059,048
    
    
    
    524,9041,925,688
    
    
    
    527,583Valuation allowance
    
    
    (1,925,688
    )
    
    
    (527,583
    )Deferred income tax asset
    
    
    
    
    
    
    
 c)
    
    Loss carry forwardsAt September 30, 2005, the Company has US$2,014,048 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.
 Amount
    
    
    Expiry DatesTax Jurisdiction
    
    US $
    
    
    CommenceUnited States
    
    
    1,675,014
    
    
    
    2023Canada
    
    
    58,940
    
    
    
    2010Barbados
    
    
    280,094
    
    
    
    2012
 Page 17




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 9.
    
    Segmented informationThe Companys petroleum and natural gas exploration and development activities are conducted
in India. Management of the Company considers the operations of the Company as one operating
segment. The following information relates to the Companys geographic areas of operation.
 September 30-2005
    
    
    December 31-2004Property and equipment
    
    
    Property and equipmentUS $
    
    
    US $Canada
    
    
    96,106
    
    
    
    97,482India
    
    
    1,777,114
    
    
    
    684,1101,873,220
    
    
    
    781,592
 10.
    
    Commitments, Contingencies and Guarantees
 a)
    
    The Company has provided to the Government of India two irrevocable letters of
credit totalling US$392,485 (Mehsana US$195,055 and Sanand/Miroli US$197,430) (December
31, 2004  US$206,796) secured by term deposits of the Company in the same amount as
guarantees for the performance of the minimum work commitments for the budget period
ending March 31, 2006 of Phase I of both of these Cambay Blocks.b)
    
    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 PSCs 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 Block  Gravity and geochemical surveys and a 12,000 line kilometer
aero magnetic survey.
 c)
    
    As the holder of a participating interest in the Tarapur block, the Company will be
required to fund its 20% share of all further exploration and development costs incurred
on the exploration block. It is expected that the total capital the Company will be
required to contribute to exploration activities on Tarapur during 2005 based on the 20%
participating interest will be approximately $300,000 and the Company has committed to
expend an aggregate of approximately $1.2 million for exploration activities under the
terms of the agreement entered into covering the Tarapur block over the period ending
November 22, 2007. 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.
 Page 18




---



##### 



Notes to the Consolidated Financial Statements
GeoGlobal Resources Inc.
(a development stage enterprise)
(Unaudited)
September 30, 2005
 10.
    
    Commitments, Contingencies and Guarantees (continued)
 d)
    
    Under the terms of our PSC relating to the KG Block, the first phase of the
exploration period was to expire on September 11, 2005. The PSC provides that by the end
of the first phase, the contracting parties, in addition to other parts of the work
program which have been completed, shall have drilled at least fourteen wells. Through
September 11, 2005, three wells had been drilled on the exploration block, leaving eleven
wells to be drilled. The PSC provides that, if at the end of an exploration phase a work
program for that phase is not completed, the time for completion of the exploration
program for that phase is to be extended for a period necessary to enable completion but
not exceeding six months provided the parties (i) submit a request by written notice to
the Government of India at least thirty days prior to the expiration of the relevant
phase, (ii) can show technical or other good reasons for the non-completion of the work
program, and (iii) the management committee gives its consent to the extension. Any such
extension that is granted is to be deducted from the next succeeding exploration phase.
On August 5, 2005, a written notice requesting the six month extension was submitted and
on August 29, 2005, the management committee consented to the extension of six months to
March 11, 2006 and deducted the six month extension from the Phase II exploration period.In the event the eleven additional wells are not drilled by March 11, 2006, the
Government of India would have the right to assert that the contracting parties have
failed to comply with or have contravened a material provision of the PSC. Under such
circumstances, the PSC will be subject to termination by the Government of India on
ninety days written notice, unless such failure of compliance or contravention is
remedied within the ninety-day period or such extended period as may be granted by the
Government of India. 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, each party to the PSC is to pay to the Government of India 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. However, termination of the
PSC by the Government of India would result in the loss of our interest in the KG Block
other than areas determined to encompass commercial discoveries. To September 30, 2005,
exploration costs related to the KG Block capitalized in the Companys accounts amount to
US$791,700.
 11.
    
    Subsequent EventsOn October 25, 2005, the Company filed with the US Securities and Exchange Commission a
registration statement under the Act with respect to the registration for resale of
6,671,316 shares of the Companys common stock by the holders. The shares of common
stock were issued in the Companys 2005 financings and include the shares of common stock
issuable on exercise of the warrants and compensation options issued in those financings.
The filing of the registration statement fulfilled the Companys obligation with respect
to the registration of the securities issued in the transactions and resulted in the
termination of the rights issued to the purchasers in the transactions to purchase
444,754 shares of Common Stock and Warrants to purchase an aggregate 222,377 shares of
Common Stock exercisable at $9.00 per share through September 9, 2007 in the event the
Company failed to file the registration statement on or before November 8, 2005.
 Page 19




---



##### 



12.
    
    Recent Accounting Standards
 a)
    
    On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB
Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes
APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement
No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma disclosure is no
longer an alternative. Statement 123(R) must be adopted no later than January 1, 2006.
Early adoption will be permitted in periods in which financial statements have not yet
been issued. The Company was planning to adopt Statement 123(R) on January 1, 2005,
however, on April 14, 2005, the Securities Exchange Commission provided for a phased-in
implementation process for Statement 123(R). As such, the Company is delaying
implementation until January 1, 2006.The Company intends to adopt Statement 123(R) using the modified prospective method.b)
    
    In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error
Corrections (FAS 154), a replacement of APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (FAS 3).
FAS 154 replaces the provisions of FAS 3 with respect to reporting accounting changes in
interim financial statements. FAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. Early
adoption is permitted for accounting changes and corrections of errors made in fiscal
years beginning after June 1, 2005.The Company intends to adopt FAS 154 on January 1, 2006.
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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
 GENERAL
  An Overview of Our Business Activities
  
    
    The first of our agreements, entered into in February 2003, grants exploration
rights in an area offshore eastern India. We refer to this as the KG Block and we
have a net 5% carried interest under this agreement.
    
    We have 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 with the Government of India in February 2004 and we have a 10%
participating interest under each of these agreements. We refer to these as the
Mehsana Block and the Sanand/Miroli Block.
    
    In April 2005, we entered into an agreement with Gujarat State Petroleum Corporation
Limited (GSPC), providing for our purchase and the sale by GSPC, subject to
Government of India consent, of a 20% participating interest in the agreement granting
exploration rights onshore in the Cambay Basin in the State of Gujarat. We refer to
this as the Tarapur Block.
    
    On September 23, 2005, we signed agreements with respect to two additional
locations. One area in which we hold a 10% participating interest is located onshore
in the Cambay Basin located in the State of Gujarat south-east of our three existing
Cambay blocks. The second area is onshore in the Deccan Syneclise Basin located in the
northern portion of the State of Maharashtra in west-central India for which we operate
and hold a 100% participating interest.
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A COMPARISON OF OUR OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND
2004
 Statement of Operations
 Three months ended September 30, 2005
       Nine months ended September 30, 2005
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Liquidity and Capital Resources
  Three months ended September 30, 2005
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Nine months ended September 30, 2005
     The KG Block and Our Carried Interest Agreement
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Cambay Blocks
   2005 and Intended 2006 Activities
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Cautionary Statement For Purposes Of The Safe Harbor Provisions Of The Private Securities
Litigation Reform Act Of 1995
 
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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
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Our Interests In The Production Sharing Contracts Involve Highly Speculative Exploration
Opportunities That Involve Material Risks That We Will Be Unsuccessful
  Possible Inability of Contracting Parties to Fulfill Phase One of the Minimum Work Program for
the KG Block
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Because Our Activities Have Only Recently Commenced And We Have No Operating History Or
Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance Of Our
Profitability
  §
    
    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 and cost overruns are possible;§
    
    There are uncertain costs inherent in drilling into unknown formations, such as
over-pressured zones and tools lost in the hole; and§
    
    We may make changes in our drilling plans and locations as a result of prior exploratory
drilling.
   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
  Page 29




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Indias Regulatory Regime May Increase Our Risks And Expenses Of Doing Business
  Page 30




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Our Control By Directors And Executive Officers May Result In Those Persons Having Interests
Divergent From Our 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
   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
  Page 31




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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 venture participants are required to complete certain minimum work programs during
the three phases of the term of the Production Sharing Contracts. In the event the venture
participants fail to fulfill any of these minimum work programs, the parties to the venture
must pay to the Government of India their proportionate share of the amount that would be
required to complete the minimum work program. Accordingly, we could be called upon to pay
our proportionate share of the estimated costs of any incomplete work programs;§
    
    Until such time as the Government of India 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
Production Sharing Contacts 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 Government of India 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
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§
    
    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 ventures and our cost of operations.
  Oil And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely Affect Our
Financial Results
  §
    
    political conditions 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.
  §
    
    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§
    
    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
   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
   Page 34




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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
   Risks Relating To The Market For Our Common Stock
 Volatility Of Our Stock Price
  Page 35




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ITEM 3. CONTROLS AND PROCEDURES
   Page 36




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PART II OTHER INFORMATION
 ITEM 6. EXHIBITS
 10.1*
    
    Agency Agreement dated September 9, 2005 between the Company and Jones, Gable &
Company Limited.10.2*
    
    Form of Subscription Agreement entered into by subscribers relating to offers and
sales of Units by Jones, Gable & Company Limited.10.3*
    
    Form of Subscription Agreement with respect to sales of an aggregate of 1,000,000
of the Units.10.4*
    
    Registration Rights Agreement dated September 9, 2005 between the Company and
Jones, Gable & Company Limited.10.5*
    
    Production Sharing Contract dated September 23, 2005, between the Government of
India and the Company.10.6*
    
    Production Sharing Contract dated September 23, 2005, between the Government of
India, Gujarat State Petroleum Corporation Limited, GAIL (India) Ltd., Jubilant Capital
Pvt. Ltd. and the Company.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  Exchange Act
 GEOGLOBAL RESOURCES INC.(Registrant)November 16, 2005
    /s/ Jean Paul RoyJean Paul RoyPresident and Chief Executive Officer

(Principal Executive Officer and Director) November 16, 2005
    /s/ Allan J. KentAllan J. KentExecutive Vice President and Chief Financial Officer

(Principal Financial and Accounting) Page 37




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LIST OF EXHIBITS
 10.1
    
    Agency Agreement dated September 9, 2005 between the Company and Jones, Gable & Company
Limited.10.2
    
    Form of Subscription Agreement entered into by subscribers relating to offers and sales of
Units by Jones, Gable & Company Limited.10.3
    
    Form of Subscription Agreement with respect to sales of an aggregate of 1,000,000 of the
Units.10.4
    
    Registration Rights Agreement dated September 9, 2005 between the Company and Jones, Gable &
Company Limited.10.5
    
    Production Sharing Contract dated September 23, 2005, between the Government of India and the
Company.10.6
    
    Production Sharing Contract dated September 23, 2005, between the Government of India,
Gujarat State Petroleum Corporation Limited, GAIL (India) Ltd., Jubilant Capital Pvt. Ltd. and
the Company.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)
 Page 38