U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     For the period ended November 30, 2008

[ ] 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: 0-32593


                             GENEVA RESOURCES, INC.
                 ______________________________________________
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


            NEVADA                                               98-0441019
_______________________________                              ___________________
(STATE OR OTHER JURISDICTION OF                                I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


                        2533 N. CARSON STREET, SUITE 125
                            CARSON CITY, NEVADA 89706
                    ________________________________________
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                (775) 348-9330
                           ___________________________
                           (ISSUER'S TELEPHONE NUMBER)

SECURITIES REGISTERED PURSUANT TO SECTION         NAME OF EACH EXCHANGE ON WHICH
            12(b) OF THE ACT:                              REGISTERED:
                  NONE


          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, $0.001PAR VALUE
          ___________________________________________________________
                                (TITLE OF CLASS)


Indicate by checkmark whether the issuer:  (1) has filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]


<PAGE>


Indicate by check mark whether the registrant is a large  accelerated  filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer         [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule  12b-2 of the  Exchange  Act).  Yes [ ] No [X]

APPLICABLE  ONLY  TO  ISSUER  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS.

                                       N/A

Indicate by  checkmark  whether the issuer has filed all  documents  and reports
required to be filed by Section 12, 13 and 15(d) of the Securities  Exchange Act
of 1934 after the  distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding      Outstanding as of January 6, 2009
of each of the issuer's classes of common
stock, as of the most practicable date:

Class
Common Stock, $0.001 par value                          38,536,862

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]


                                       2


<PAGE>


                             GENEVA RESOURCES, INC.

                                    FORM 10-Q


                                                                            Page


Part I.   FINANCIAL INFORMATION                                               4

Item 1.   FINANCIAL STATEMENTS
             Balance Sheets                                                   5
             Statements of Operations (unaudited)                             6
             Statements of Cash Flows (unaudited)                             7
             Notes to Financial Statements (unaudited)                        8

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                              16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         24

Item 4.   Controls and Procedures                                            24

Part II.  OTHER INFORMATION                                                  26

Item 1.   Legal Proceedings                                                  26

Item 1A.  Risk Factors                                                       26

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        26

Item 3.   Defaults Upon Senior Securities                                    26

Item 4    Submission of Matters to a Vote of Security Holders                27

Item 5.   Other Information                                                  27

Item 6.   Exhibits                                                           27


                                       3


<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS











                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2008
                                   (Unaudited)















                                       4


<PAGE>

<TABLE>
<CAPTION>
                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                                                                              November 30,         May 31,
                                                                                  2008               2008
___________________________________________________________________________________________________________
                                                                              (unaudited)         (audited)
<S>                                                                           <C>                <C>
                                     ASSETS
CURRENT ASSETS

   Cash                                                                       $    63,037        $    9,356
   Other receivable                                                               270,430           270,000
___________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                              333,467           279,356

   Deposit on property (Note 3a)                                                  165,010           165,010
___________________________________________________________________________________________________________

TOTAL ASSETS                                                                  $   498,477        $  444,366
===========================================================================================================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Accounts payable and accrued liabilities                                   $   175,798        $  200,304
   Due to related parties (Note 6)                                                 30,000            30,000
   Shareholder's loan and accrued interest  (Note 7)                            1,857,494         1,287,602
___________________________________________________________________________________________________________

                                                                                2,063,292         1,517,906
___________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8)

STOCKHOLDERS' DEFICIT

   Capital stock (Note 4)
      Authorized  200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      38,536,862 shares of common stock (May 31, 2008 - 38,136,862)                38,537            38,137
   Additional paid-in capital                                                   5,025,879         4,626,279
   Private placement subscriptions                                                      -           400,000
   Deficit accumulated during the exploration stage                            (6,629,231)       (6,137,956)
___________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                                                   (1,564,815)       (1,073,540)
___________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $   498,477        $  444,366
===========================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                                                                                                  From inception
                                                                                                                  (April 5, 2004)
                                                   Three Months Ended                 Six Months Ended                  to
                                              November 30,     November 30,     November 30,     November 30,      November 30,
                                                  2008             2007            2008             2007               2008
_________________________________________________________________________________________________________________________________
<S>                                           <C>              <C>              <C>              <C>               <C>

REVENUE                                       $         -      $         -      $         -      $         -       $     46,974
_________________________________________________________________________________________________________________________________

DIRECT COSTS                                            -                -                -                -             56,481
_________________________________________________________________________________________________________________________________

GROSS MARGIN (LOSS)                                     -                -                -                -             (9,507)
_________________________________________________________________________________________________________________________________

GENERAL AND ADMINISTRATIVE EXPENSES

   Office and general                               2,190           18,967            9,320           33,433            136,245
   Consulting fees                                 75,220           15,000          158,907           30,000            676,934
   Marketing expenses                                   -            3,460                -            7,020            894,738
   Management fees                                      -            2,000                -           62,000          1,241,406
   Mineral property expenditures (Note 3)         (10,000)         154,089           90,000          334,923          8,258,312
   Professional fees                               90,284          130,489          158,155          185,594            838,878
_________________________________________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES          (157,694)        (324,005)        (416,382)        (652,970)       (12,046,513)
_________________________________________________________________________________________________________________________________

NET OPERATING LOSS                               (157,694)        (324,005)        (416,382)        (652,970)       (12,056,020)

OTHER INCOME (EXPENSE)

   Net gains on settlements                             -                -                -                -          5,590,784
   Interest expense                               (40,209)         (15,197)         (74,892)         (27,345)          (163,995)
_________________________________________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE)                      (40,209)         (15,197)         (74,892)         (27,345)         5,426,789
_________________________________________________________________________________________________________________________________

NET LOSS                                      $  (197,903)     $  (339,202)     $  (491,274)     $  (680,315)      $ (6,629,231)
=================================================================================================================================



BASIC LOSS PER COMMON SHARE                   $     (0.00)     $     (0.01)     $     (0.01)     $     (0.02)
=============================================================================================================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
     - BASIC                                   38,497,302       41,205,055       38,316,097       41,202,514
=============================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                                                     April 5, 2004
                                                                       Six months ended      Six months ended       (inception) to
                                                                       November 30, 2008     November 30, 2007     November 30, 2008
____________________________________________________________________________________________________________________________________
<S>                                                                        <C>                   <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) for the period                                               $ (491,275)           $ (680,315)         $ (6,629,231)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
      Non-cash mineral property expenditures (recoveries)                           -                15,000             7,415,000
      Non-cash net gain on settlement                                               -                     -            (5,490,784)
      Stock-based compensation                                                      -                     -             1,354,171
   Changes in operating assets and liabilities:
      Other receivable                                                           (430)                    -                  (430)
      Property deposits                                                             -                     -              (100,010)
      Accrued interest on shareholder's loan                                   74,892                27,345               163,995
      Due to related parties                                                        -                44,000               116,500
      Accounts payable and accrued liabilities                                (24,506)             (134,360)              966,160
____________________________________________________________________________________________________________________________________

                                                                             (441,319)             (728,330)           (2,204,629)
____________________________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds on sale and subscriptions of common stock                               -               400,000               574,166
   Proceeds from shareholder advances                                         495,000               325,000             1,693,500
____________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     495,000               725,000             2,267,666
____________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                53,681                (3,330)               63,037

CASH, BEGINNING                                                                 9,356                 5,749                     -
____________________________________________________________________________________________________________________________________

CASH, ENDING                                                               $   63,037            $    2,419          $     63,037
====================================================================================================================================



SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND
FINANCING ACTIVITIES

   Shares issued for settlement of liability                               $        -            $        -          $  1,096,078
====================================================================================================================================

   Shares issued as deposit on mineral property purchase option            $        -            $        -          $     65,000
====================================================================================================================================

   Other receivable due in shares                                          $        -            $        -          $    270,000
====================================================================================================================================


                      The accompanying notes are an integral part of these financial statements

</TABLE>


                                       7

<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

The  Company  was  incorporated  in the State of Nevada  on April 5,  2004.  The
Company  was  initially  formed to  engage in the  business  of  reclaiming  and
stabilizing  land in  preparation  for  construction  in the  United  States  of
America.  On November 27, 2006,  the Company  filed  Articles of Merger with the
Secretary of State of Nevada in order to effectuate a merger whereby the Company
(as Revelstoke Industries,  Inc.) would merge with its wholly-owned  subsidiary,
Geneva Gold Corp.  This merger  became  effective as of December 1, 2006 and the
Company  changed  its name to Geneva  Gold Corp.  On March 1, 2007,  the Company
(Geneva Gold Corp.) merged with its wholly-owned  subsidiary,  Geneva Resources,
Inc.,  pursuant to  Articles  of Merger  that the Company  filed with the Nevada
Secretary of State.  This merger became  effective March 1, 2007 and the Company
changed its name to Geneva Resources, Inc.

During 2007, the Company  entered the business of exploration of precious metals
with a focus  on the  exploration  and  development  of gold  deposits  in North
America and Internationally.  During this period the Company entered into Option
Agreements to obtain mineral leases in Canada, Panama, Peru and Nigeria.

The Company has a fiscal year of May 31. On May 5, 2006, the Company completed a
forward  stock  split by the  issuance  of 42 new shares for each 1  outstanding
share of the Company's common stock. On October 13, 2006, the Company  completed
a forward  stock split by the  issuance  of 4 new shares for each 1  outstanding
share of the Company's stock.

GOING CONCERN

To date the Company has generated minimal revenues from its business  operations
and has incurred operating losses since inception of $6,629,231.  As at November
30, 2008, the Company has a working capital  deficit of $1,729,825.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private placements and advances from related parties as may be required.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for financial information and with
the instructions to Form 10-Q. They do not include all information and footnotes
required by United States generally accepted accounting  principles for complete
financial  statements.  However,  except as disclosed herein, there have been no
material  changes in the  information  disclosed  in the notes to the  financial
statements  for the year ended May 31,  2008  included in the  Company's  Annual
Report on Form 10-KSB filed with the  Securities  and Exchange  Commission.  The
unaudited  financial  statements  should  be  read  in  conjunction  with  those
financial  statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring  adjustments,  have been made. Operating results for the six
months ended  November 30, 2008, are not  necessarily  indicative of the results
that may be expected for the year ending May 31, 2009.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

BASIS OF PRESENTATION

These financial  statements are presented in United States dollars and have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States of America.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts of assets and  liabilities  and disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of expenses during the period. Accordingly,  actual results
could differ from those estimates.


                                       8


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

MINERAL PROPERTY EXPENDITURES

The Company is primarily engaged in the acquisition, exploration and development
of mineral properties.

Mineral property  acquisition costs are capitalized in accordance with EITF 04-2
when management has determined  that probable  future  benefits  consisting of a
contribution to future cash inflows have been identified and adequate  financial
resources  are available or are expected to be available as required to meet the
terms  of  property   acquisition  and  budgeted   exploration  and  development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria  for  capitalization  are not met. In the event that  mineral  property
acquisition costs are paid with Company shares, those shares are recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs are expensed as incurred.

When  it  has  been  determined  that a  mineral  property  can be  economically
developed  as  a  result  of  establishing  proven  and  probable  reserves  and
pre-feasibility, the costs incurred to develop such property are capitalized.

Estimated  future removal and site  restoration  costs,  when  determinable  are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production  equipment removal and environmental  remediation,  are
estimated  each  period  by  management  based on  current  regulations,  actual
expenses incurred, and technology and industry standards. Any charge is included
in exploration  expense or the provision for depletion and  depreciation  during
the  period  and  the  actual  restoration   expenditures  are  charged  to  the
accumulated provision amounts as incurred.

As of the date of these  financial  statements,  the Company has  incurred  only
property option payments and exploration costs which have been expensed.

To date the Company has not established  any proven or probable  reserves on its
mineral properties.

ASSET RETIREMENT OBLIGATIONS

The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  As of November 30, 2008, any potential costs relating
to the ultimate  disposition of the Company's mineral property interests are not
yet determinable.

INCOME TAXES

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at November 30, 2008,  the Company had net operating
loss carryforwards,  however, due to the uncertainty of realization, the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss  carryforwards.  Deferred  income  taxes are reported for timing
differences  between  items of  income  or  expense  reported  in the  financial
statements  and those  reported for income tax purposes in accordance  with SFAS
No.  109,  "Accounting  for  Income  Taxes,"  which  requires  the  use  of  the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax bases,  and for tax loss and credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are  expected to be  recovered  or settled.  The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary  differences and  carry-forwards  when realization is more likely than
not.


                                       9


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

NET INCOME (LOSS) PER SHARE

The Company  computes  income (loss) per share in accordance  with SFAS No. 128,
"Earnings  per Share"  which  requires  presentation  of both basic and  diluted
earnings  per share on the face of the  statement  of  operations.  Basic income
(loss) per share is computed by dividing net income  (loss)  available to common
shareholders by the weighted average number of outstanding  common shares during
the  period.  Diluted  income  (loss)  per share  gives  effect to all  dilutive
potential common shares outstanding  during the period.  Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION

The financial  statements are presented in United States dollars.  In accordance
with SFAS No. 52, "Foreign Currency  Translation",  foreign denominated monetary
assets and liabilities are translated to their United States dollar  equivalents
using foreign exchange rates which prevailed at the balance sheet date.  Revenue
and  expenses are  translated  at average  rates of exchange  during the period.
Related  translation  adjustments  are  reported  as  a  separate  component  of
stockholders'  equity,  whereas gains or losses  resulting from foreign currency
transactions  are included in results of  operations.  To November 30, 2008, the
Company has not recorded any translation adjustments into stockholders' equity.

STOCK-BASED COMPENSATION

On June 1, 2006, the Company  adopted the fair value  recognition  provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R),  SHARE-BASED
PAYMENT,   ("SFAS   123(R)").   The  Company   adopted  SFAS  123(R)  using  the
modified-prospective-transition  method.  Under this method,  compensation  cost
recognized for the year ended May 31, 2007 includes:  a)  compensation  cost for
all  share-based  payments  granted  prior to,  but not yet vested as of May 31,
2006,  based on the  grant-date  fair value  estimated  in  accordance  with the
original  provisions of SFAS 123, and b)  compensation  cost for all share-based
payments granted  subsequent to May 31, 2006, based on the grant-date fair value
estimated  in  accordance  with the  provisions  of SFAS  123(R).  In  addition,
deferred  stock  compensation  related to  non-vested  options is required to be
eliminated  against additional paid-in capital upon adoption of SFAS 123(R). The
results for the prior periods were not restated.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or  services  from other than  employees  in  accordance  with SFAS No.
123(R) and the conclusions reached by the Emerging Issues Task Force ("EITF") in
Issue No. 96-18.  Costs are measured at the  estimated  fair market value of the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the  requirements of SFAS No. 107, the Company has determined
the  estimated  fair  value of  financial  instruments  using  available  market
information and appropriate valuation methodologies. The fair value of financial
instruments  classified  as  current  assets or  liabilities  approximate  their
carrying value due to the short-term maturity of the instruments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued SFAS No. 163,  ACCOUNTING  FOR FINANCIAL  GUARANTEE
INSURANCE CONTRACTS ("SFAS 163"). SFAS 163 clarifies how SFAS 60, ACCOUNTING AND
REPORTING BY INSURANCE  ENTERPRISES  applies to  financial  guarantee  insurance
contracts  issued  by  insurance  enterprises,  including  the  recognition  and
measurement of premium revenue and claim liabilities.  It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for the Company's interim period commencing June 1, 2009, except for disclosures
about an insurance enterprise's risk-management activities, which were effective
for the Company's  interim period  commencing June 1, 2008.  Management does not
expect  the  adoption  of SFAS 163 to have a  material  impact on the  Company's
financial position, cash flows and results of operations.

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users


                                       10


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning  after November 15, 2008 and will be adopted by the Company  beginning
in the first quarter of 2009.  The Company has  determined  that the adoption of
SFAS 161 during the period  did not have any  material  impact on the  Company's
results of operations or financial position

In December  2007,  the FASB issued  SFAS No.  160,  NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS,  AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting  and reporting for minority  interests and will
be recharacterized as noncontrolling  interests and classified as a component of
equity within the consolidated  balance sheets.  SFAS No. 160 is effective as of
the beginning of an entity's  first fiscal year  beginning on or after  December
15, 2008.  Earlier  adoption is  prohibited.  Management  has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to June 1,
2009 will be recorded and disclosed following existing GAAP.  Management has not
determined the effect that adopting this  statement  would have on the Company's
financial position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15,  2007,  although  earlier  adoption is  permitted.  The Company has
determined  that the  adoption  of SFAS 159  during  the period did not have any
material impact on the Company's results of operations or financial position.

In  September  2006,  FASB issued SFAS No. 157,  FAIR VALUE  MEASURE  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November  15,  2007,  which for the Company is the fiscal year
beginning  June 1, 2008.  The  Company  is  currently  evaluating  the impact of
adopting SFAS No. 157 but does not expect that it will have a significant effect
on its financial position or results of operations.


NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY

On February 23, 2007, the Company entered into a Property Option  Agreement with
St.  Elias  Mines Ltd.,  ("St.  Elias") a publicly  traded  company on the TSX-V
exchange,  to  acquire  not less than an  undivided  66% legal,  beneficial  and
registerable   interest  in  certain   mining   leases  in  Peru   comprised  of
approximately 600 hectares in Peru.


                                       11


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY (CONTINUED)

On December 1, 2007,  the Company  entered into an extension  agreement with St.
Elias (the "December Extension Agreement"). The December Extension Agreement (i)
acknowledges  that in accordance  with the terms and  provisions of the Property
Option Agreement, the Company must incur and pay exploration expenditures of not
less than  $500,000  prior to January 17, 2008,  and (ii)  provides an extension
until March 31, 2008 to incur and pay such Exploration Expenditures.  On June 4,
2008, an indefinite  extension was granted by St. Elias to pay such  Exploration
Expenditures, based on the Operator's work on schedule.

Under the terms of the Property Option  Agreement,  and in order to exercise its
Option to acquire the properties,  the Company is required to make the following
non-refundable  cash  payments to St. Elias  totaling  $350,000 in the following
manner:

     1.   Payment of $50,000 in cash (paid).

     2.   The second payment of $100,000 cash and 50,000 shares of the Company's
          common stock are due on or before the twelve-month  anniversary of the
          signing of the Property Option Agreement (paid).

     3.   The  third   payment  of  $200,000  cash  is  due  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement.

The Company is also required to incur costs totaling $2,500,000 as follows:

     1.   expenditures  of  $500,000  are to be incurred on or before the twelve
          month  anniversary  (subsequently  indefinitely  extended as described
          above) of the signing of the Property Option Agreement.  ($551,000 was
          incurred  from the  inception of the  agreement  through  November 30,
          2008)

     2.   expenditures  of  $750,000  are  to  be  incurred  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement; and

     3.   expenditures  of  $1,250,000  are  to be  incurred  on or  before  the
          thirty-sixth-month  anniversary of the signing of the Property  Option
          Agreement.

Also under the terms of the  Property  Option  Agreement,  St. Elias will be the
operator  of  the  properties  and  will  receive  an 8%  operator  fee  on  all
exploration  expenditures.  Once the Company  exercises the Option,  the Company
agrees to pay 100% of all ongoing exploration,  development and production costs
until commercial production and the Company has the right to receive 100% of any
cash flow from commercial production of the properties until it has recouped its
production costs, after which the cash flow will be allocated 66% to the Company
and 34% to St. Elias.

On November 10, 2008,  the Company  commenced  legal  proceedings in the Supreme
Court of British  Columbia,  Canada against each of St. Elias and John Brophy P.
Geol. The Company is seeking rescission of the property option agreement and the
return of all funds and shares advanced by the Company to St. Elias. The Company
alleges that St. Elias failed to properly  discharge  its duty as an operator of
the Vilcoro  Property  and also  alleges  that each of St. Elias and John Brophy
failed to provide the Company complete and accurate  information relating to the
ownership of the Vilcoro Property and to the ownership of the adjacent property,
including  failing to disclose  that John Brophy and his wife had an interest in
the Vilcoro  Property  and the adjacent  property.  The Company also has alleged
that St.  Elias used some of the  exploration  funds  provided by the Company to
fund the exploration of the adjoining property.

A statement  of Defence was filed by St.  Elias and John Brophy on December  23,
2008,  denying the  majority of the  allegations  made by Geneva  Resources.  In
addition St. Elias and John Brophy also filed a counter claim against Geneva for
abuse of process and punitive damages . All allegations of Geneva, St. Elias and
John Brophy remain to be proved in Court.

During the period,  the Company recorded a mineral property  recovery of $50,000
in  connection  with the  return of funds  originally  paid  into  trust to fund
exploration activities.

(B)  SAN JUAN PROPERTY

On November 16, 2006, the Company entered into a Property Option  Agreement with
Petaquilla Minerals Ltd  ("Petaquilla").  Petaquilla therein granted the Company
the sole and exclusive  option to acquire up to a 70% undivided  interest in and
to five  exploration  concessions  situated in the  Republic of Panama owned and
controlled by Petaquilla's wholly-owned subsidiary.


                                       12


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(B)  SAN JUAN PROPERTY (CONTINUED)

During 2007,  certain  disputes arose between the Company and  Petaquilla  which
were resolved during 2008 by way of a settlement  agreement (the  "Settlement"),
mutual release and the ultimate termination of the original option agreement.
Pursuant to the terms of the  Settlement:  (i)  Petaquilla  shall issue  100,000
shares of its common  stock to the  Company,  subject to pooling  and release in
four equal  monthly  tranches  commencing  no later than  December  31, 2008 and
certain other  conditions,  (ii) the 4,000,000  shares of the restricted  common
stock  previously  issued by the Company to Petaquilla  shall be returned to the
Company;  and (iii) the  $100,000  previously  paid by the  Company  in order to
exercise the initial portion of the Option shall be returned to the Company.

As of May 31,  2008,  the Company had  received  $100,000  and the return of the
4,000,000 restricted shares of the Company's common stock with an estimated fair
value of $5,440,000. In addition, the Company recorded the 100,000 common shares
of Petaquilla,  with an estimated fair value of $270,000, as accounts receivable
as of May 31, 2008.  The total  proceeds of  $5,810,000  was included in amounts
recorded as gain on settlements during 2008.


NOTE 4 - STOCKHOLDERS' DEFICIT
________________________________________________________________________________

The Company's  capitalization  is 200,000,000  common shares with a par value of
$0.001 per share.  On January 12, 2007,  shareholders  consented to increase the
authorized  share capital of the Company from 50,000,000  shares of common stock
to  200,000,000  shares of common  stock  with the same par value of $0.001  per
share.

On May 1, 2006,  a majority of  shareholders  and the  directors  of the Company
approved a special  resolution  to undertake a forward stock split of the common
stock of the Company on a 42 new shares for 1 old share basis whereby 16,400,000
common  shares were issued  pro-rata  to  shareholders  of the Company as of the
record date on May 1, 2006.

On September 27, 2006, four founding  shareholders  returned 30,000,000 of their
restricted founders' shares,  previously issued at prices ranging from $0.0004 -
$0.00225 per share,  to treasury and the shares were  subsequently  cancelled by
the Company.  The shares were returned to treasury for no  consideration  to the
founding shareholders.

On October 13, 2006,  a majority of the Board of Directors  approved by way of a
stock  dividend to  undertake a forward  stock split of the common  stock of the
Company on a 4 new shares for 1 old share basis whereby 27,900,000 common shares
were issued pro-rata to shareholders of the Company as of October 13, 2006.

All references in these financial  statements to number of common shares,  price
per share and weighted average number of common shares  outstanding prior to the
42:1 forward split and the 4:1 forward split have been adjusted to reflect these
stock splits on a retroactive basis, unless otherwise noted.

On December 1, 2006,  the  Company  issued  4,000,000  common  shares  valued at
$7,400,000 in connection with the San Juan Property Option Agreement

In August  2007,  the  Company  received  $400,000  towards  a  planned  private
placement of Units to be offered at $1.00 per unit with each unit  consisting of
one  common  share and one  warrant  to  acquire  an  additional  common  share,
exercisable  at $1.50 for twelve  months.  On  February  29,  2008,  the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit  consisting of one common share only.  The 400,000
shares were issued on September 9, 2008.

On October 15, 2007,  the Company  issued 10,000 common shares with a fair value
of  $15,000 as a  finder's  fee  payment in  connection  with the  Vilcoro  Gold
Property Option Agreement.

On January 31, 2008,  the Company issued 50,000 common shares to St. Elias Mines
Ltd. with a fair value of $65,000 in  connection  with the Vilcoro Gold Property
Option Agreement (Refer Note 3a).

On March 14, 2008, the Company  returned to treasury the 4,000,000 common shares
with a  fair  value  of  $5,440,000  in  connection  with  the  settlement  with
Petaquilla (Refer to Note 3b).


                                       13


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

On May 29, 2008,  the Company  issued  86,500  common  shares at $1.25 per share
totaling  $108,125,  in settlement of $86,500 in debt owed by the Company to the
president of the Company (Refer Note 6), resulting in a $21,625 loss on the debt
settlement.

On May 29, 2008,  the Company  issued  790,362  common shares at $1.25 per share
totaling  $987,953,  in  settlement of $790,362 in debt owed by the Company to a
supplier of the Company, resulting in a $197,591 loss on the debt settlement.


NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

On May 9, 2007,  the Board of  Directors of the Company  ratified,  approved and
adopted a Stock  Option Plan for the Company in the amount of  5,000,000  shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide  services to the Company for reasons other than cause,
any Stock  Option that is vested and held by such  optionee  may be  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock  Option held by an optionee at the time of his death may be  exercised  by
his estate  within one year of his death or such  longer  period as the Board of
Directors may  determine.  On May 9, 2007, the Board of Directors of the Company
ratified  and  approved  under the  Company's  existing  Stock  Option  Plan the
issuance of 1,500,000 shares for ten years at $1.00 per share.

On May 9, 2007,  the  Company  granted  1,500,000  stock  options  to  officers,
directors and  consultants of the Company at $1.00 per share.  The term of these
options  are ten years.  The total  fair  value of these  options at the date of
grant was $965,671,  and was estimated  using the  Black-Scholes  option pricing
model with an expected life of 10 years,  a risk free interest rate of 4.49%,  a
dividend yield of 0% and expected volatility of 164% and was recorded as a stock
based compensation expense in the year ended May 31, 2007.

On April 28, 2008,  the Company  granted  350,000 stock options to a director of
the Company at $1.20 per share.  The term of these  options  are ten years.  The
total fair  value of these  options  at the date of grant was  $388,500  and was
estimated using the Black-Scholes  option pricing model with an expected life of
10  years,  a risk  free  interest  rate of 3.86%,  a  dividend  yield of 0% and
expected  volatility of 126% and has been recorded as a stock based compensation
expense in the year ended May 31, 2008.

A summary of the Company's  stock  options as of November 30, 2008,  and changes
during the period then ended is presented below:

                                                   Weighted      Weighted
                                                   average       average
                                                   exercise      remaining
                                     Number of     Price         Contractual
                                      Options      per share     life (in years)
________________________________________________________________________________

OUTSTANDING AT MAY 31, 2007          1,500,000        1.00            9.94
Granted during the period                    -        1.20               -
Exercised during the year                    -           -               -
________________________________________________________________________________

OUTSTANDING AT MAY 31, 2008          1,500,000        1.04            9.12
Granted during the period              350,000           -               -
Exercised during the period                  -           -               -
________________________________________________________________________________

OUTSTANDING AT NOVEMBER 30, 2008     1,850,000       $1.04            8.62
================================================================================


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES

In July 2007 the Company terminated the former President's employment for cause.
As of November 30, 2008 the Company had accrued $30,000 in management fees still
owing to its former president. (Refer Note 8)

On May 29, 2008,  the Company  issued  86,500  common  shares at $1.25 per share
totaling  $108,125,  in settlement of $86,500 in debt owed by the Company to the
president of the Company resulting in a $21,625 loss on the debt settlement.


                                       14


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008 (UNAUDITED)
________________________________________________________________________________


NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED)
________________________________________________________________________________

MANAGEMENT FEES (CONTINUED)

During the period ended  November 30, 2008,  the Company  incurred no management
fees to officers and directors (November 30, 2007 - $62,000).

The above  transactions  have been in the normal  course of  operations  and, in
management's   opinion,   undertaken   with  similar  terms  and  conditions  as
transactions with unrelated parties.


NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
on behalf  of the  Company  regarding  a  previous  property  option  agreement.
Additional  advances of $303,500 and  $795,000  were  received  during the years
ended May 31,  2007 and May 31,  2008,  respectively.  During the  period  ended
November 30, 2008, an additional  $495,000 was advanced by the same  shareholder
under the same terms and conditions.  These amounts are unsecured, bear interest
at 10%  per  annum,  and  have no set  terms  of  repayment.  The  total  amount
outstanding  as of November 30, 2008  including  accrued  interest is $1,857,494
(May 31, 2008 - $1,287,602).


NOTE 8 - CONTINGENCY
________________________________________________________________________________

During July 2007, the Company terminated the former  President's  employment for
cause. The former President has since made certain false allegations against the
Company,  as  specifically  described in the body of the Company's  February 29,
2008 filing on Form 10-QSB.  Although the Company refutes these  allegations and
believes  termination  was  justified,  it is  possible  that the Company may be
exposed to a loss contingency.  However, the amount of such loss, if any, cannot
be  reasonably  estimated  at this  time and  accordingly,  no  amount  has been
recorded to date.


NOTE 9 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes.  As of November
30, 2008,  the Company had net operating  loss carry  forwards of  approximately
$5,275,000  that may be available to reduce future years' taxable income through
2028.  Future tax benefits  which may arise as a result of these losses have not
been  recognized  in  these  financial  statements,   as  their  realization  is
determined  not likely to occur and  accordingly,  the  Company  has  recorded a
valuation  allowance  for the  deferred  tax  asset  relating  to these tax loss
carryforwards.


                                       15


<PAGE>



                           FORWARD LOOKING STATEMENTS

Statements  made in this Form 10-Q that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate,"  "approximate,"  or "continue," or the negative  thereof.  We intend
that such  forward-looking  statements  be subject to the safe  harbors for such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Geneva  Resources,  Inc.  files  annual,   quarterly,   current  reports,  proxy
statements,  and other  information with the Securities and Exchange  Commission
(the  "Commission").  You  may  read  and  copy  documents  referred  to in this
Quarterly  Report on Form 10-Q that have been filed with the  Commission  at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain  information on the operation of the Public Reference Room by calling
the Commission at  1-800-SEC-0330.  You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov.

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

GENERAL

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name  "Revelstoke  Industries,  Inc." for the purpose of
reclaiming and  stabilizing  land in  preparation  for  construction  in Canada.
Effective  November  27,  2006,  we  changed  our name to "Geneva  Gold  Corp.".
Subsequently, effective March 1, 2007, we changed our name to "Geneva Resources,
Inc.".

CURRENT BUSINESS OPERATIONS

We are currently  engaged in the business of exploration of precious metals with
a focus on the exploration and development of gold deposits in North America and
internationally.  As of the date of this Quarterly Report, our mineral interests
consist mainly of option agreements on exploration stage properties as discussed
below. We have not  established  any proven or probable  reserves on our mineral
property interests.


                                       16


<PAGE>


MINERAL PROPERTIES

VILCORO GOLD PROPERTY

On January 22,  2007,  we entered  into a letter of intent with St.  Elias Mines
Ltd. ("St Elias"), pursuant to which St. Elias proposed to grant to us an option
to acquire not less than an undivided  66% legal,  beneficial  and  registerable
interest in certain  mining leases in Peru including St. Elias' option to earn a
95% interest in the Vilcoro Gold Property project comprised of approximately 600
hectares in Peru (collectively, the "Vilcoro Properties").

On February 23, 2007, we entered into a formal  property  option  agreement (the
"Vilcoro Option  Agreement")  with St. Elias pursuant to which St. Elias granted
to us an option to acquire not less than the undivided 66% legal, beneficial and
registerable interest in the Vilcoro Properties (the "Vilcoro Option").

On December 1, 2007, we entered into an extension  agreement with St. Elias (the
"December 2007  Extension  Agreement").  The December 2007  Extension  Agreement
acknowledged  that in  accordance  with the terms and  provisions of the Vilcoro
Option  Agreement,  we must incur and pay  exploration  expenditures of not less
than $500,000 prior to January 17, 2008 (the  "Exploration  Expenditures"),  and
provided us an extension until March 31, 2008 to incur and pay such  Exploration
Expenditures.  On March 28, 2008, we entered into a second  extension  agreement
with St. Elias (the "March 2008 Extension Agreement"), which provided us with an
extension until June 30, 2008 to incur and pay such Exploration Expenditures. On
June 4, 2008, we entered into a third  extension  with St. Elias (the "June 2008
Extension  Agreement"),  which  provides us with an indefinite  extension to pay
such Exploration Expenditures based on the Operator's work schedule.

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we were  required to make the  following  non-refundable  cash
payments to St. Elias aggregating  $350,000 as follows:  (i) $50,000 within five
business days from the execution of the Vilcoro  Option  Agreement,  which as of
the date of this Quarterly Report,  was paid; (ii) $100,000 due on or before the
12-month  anniversary  of execution of the Vilcoro Option  Agreement  (which was
paid); and (iii) $200,000 due on or before the 24-month anniversary of execution
of the Vilcoro Option Agreement.

In accordance with the terms and provisions of the Vilcoro Option Agreement,  we
were further required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month  anniversary  of execution of the Vilcoro
Option  Agreement  (which  as of the date of this  Quarterly  Report  have  been
issued);  and (ii) incur costs totaling $2,5000,000 as follows: (a) expenditures
of  $500,000  were to be  incurred  on or before  the  12-month  anniversary  of
execution of the Vilcoro  Option  Agreement of which  $551,000 had been advanced
from inception of the agreement  until the date of this Quarterly  Report (which
date was  subsequently  extended  indefinitely  based on the June 2008 Extension
Agreement);  (b) second  expenditure of $750,000 was to be incurred on or before
the 24-month anniversary of execution of the Vilcoro Option Agreement; and (iii)
third  expenditure  of  $1,250,000  was to be incurred on or before the 36-month
anniversary of execution of the Vilcoro Option Agreement.


                                       17


<PAGE>


Under further terms of the Vilcoro  Option  Agreement:  (i) St. Elias would have
been the operator  (the  "Operator")  of the Vilcoro  Properties  and would have
received  an 8%  operator  fee on all  exploration  expenditures;  (ii)  once we
exercised the Vilcoro Option, we agreed to pay 100% of all on-going exploration,
development and production  costs until  commercial  production (the "Production
Costs");  and (iii) we would have had the right to receive 100% of any cash flow
from  commercial  production  of the Vilcoro  Properties  until we recouped  the
Production  Costs after which the cash flow would have been  allocated 66% to us
and 34% to St. Elias.

PHASE  I  EXPLORATION  PROGRAM.  We  were  previously  engaged  in our  Phase  I
exploration program. The Vilcoro Property comprised approximately 1,600 hectares
and lay along the game  geological  belt of Tertiary rocks that host deposits in
northern Peru, such as Newmont's Yanacocha Mine and Barrick's Pierina deposit. A
total of 256  channel  samples  and 28 check  samples  had been  collected  from
outcrops,  trenches  and  underground  workings,  which sample  preparation  and
analytical  work was  undertaken at ALS Chemex SA Laboratory  (an  ISO-certified
facility) in Lima Peru,  using  standard  industry  practice  fire assay with an
atomic absorption finish.  Most of the channel samples were three to five meters
long. This work defined two mineralized trends referred to as the Main Trend and
the South Trend. Six individual  mineralized  zones (Zones 1 through 6) had been
identified within the Main Trend and three individual mineralized zones (Zones A
through C) had been  identified  within the South  Trend.  The South  Trend laid
approximately  200  meters  to the  south of the Main  Trend  and  comprised  an
east-west  alignment  (parallel to the Main Trend) of  mineralized  hydrobreccia
occurrences in three zones.

On  approximately  April 9, 2008, we received a technical report (the "Technical
Report") in accordance with the provisions of National  Instrument 43-101 of the
Canadian  Securities  Administrators  on the Vilcoro  Properties.  The Technical
Report was  authored by John A.  Brophy,  P.Geo.,  who has  thirty-two  years of
continuous  geological  experience  on  exploring  for a variety of  commodities
including gold, copper, zinc, lead, uranium and silver. Based on the contents of
the Technical  Report,  management was pleased with the evidence of disseminated
mineralization on the Vilcoro Properties with average ore grades of 0.8 g/t, and
previously continued fieldwork at Vilcoro Properties with emphasis on additional
trenching  between the individual  zones on the Main Trend. The Technical Report
is available on our website at WWW.GENEVARESOURCESINC.COM.

LITIGATION  AND  STATEMENT  OF CLAIM.  On November  6, 2008,  we filed a Writ of
Summons and Statement of Claim (collectively,  the "Statement of Claim") against
St.  Elias  and John A.  Brophy  ("Brophy")  in the  Supreme  Court  of  British
Columbia. The Statement of Claim relates to the Property Option Agreement.

The Statement of Claim alleges the following claims:  (i) in tort against Brophy
alleging  non-disclosure of material facts and complete and accurate information
relating to the  ownership of the Vilcoro  Property and to the  ownership of the
adjacent property, including failing to disclose that Brophy and his wife had an
interest in the Vilcoro Property and the adjacent property, which entitles us to
rescind the  Property  Option  Agreement  and return of an aggregate of $150,000
paid to St. Elias under the Property Option Agreement,  an aggregate of $486,000
paid in exploration  expenditures,  and 50,000 shares of our common stock issued
to St.  Elias;  (ii) breach of the  Property  Option  Agreement  relating to the
failure by St. Elias to provide to us all data and information in its possession
or under its control relating to St. Elias' exploration activities on and in the


                                       18


<PAGE>


vicinity of the Vilcoro  Properties;  and (iii) breach of the Technical Services
Agreement by failure of St. Elias to timely prepare and provide a budget or work
programs or to  expeditiously  advance the work on the  Vilcoro  Properties  and
diversion  by St.  Elias of money,  time and  resources.

As of the date of this Quarterly  Report, we are seeking to rescind the Property
Option  Agreement and the Technical  Services  Agreement and damages  associated
with tortious  misrepresentation and breach,  punitive or exemplary damages. See
"Part II. Other Information. Item 1. Legal Proceedings".

SAN JUAN PROPERTY

On approximately  November 16, 2006, we entered into a property option agreement
(the   "Petaquilla   Option   Agreement")   with   Petaquilla    Minerals   Ltd.
("Petaquilla").  In accordance  with the terms and  provisions of the Petaquilla
Option  Agreement,  Petaquilla  granted to us the sole and exclusive option (the
"Option") to acquire up to a 70% undivided  interest in and to five  exploration
concessions situated in the Republic of Panama (the "San Juan Property"),  which
are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary.

During  2007,  certain  disputes  arose  between  us and  Petaquilla  which were
resolved during 2008 by way of a settlement agreement (the "Settlement"), mutual
release  and  the  ultimate  termination  of the  Petaquilla  Option  Agreement.
Pursuant to the terms of the  Settlement:  (i)  Petaquilla  shall issue  100,000
shares of its common  stock to us,  subject to pooling and release in four equal
monthly  tranches  commencing  no later than December 31, 2008 and certain other
conditions,  (ii) the 4,000,000 shares of the restricted common stock previously
issued by us to  Petaquilla  shall be  returned  to us;  and (iii) the  $100,000
previously  paid by us in order to exercise  the  initial  portion of the Option
shall be returned to us.

As of May 31,  2008,  we  received  $100,000  and the  return  of the  4,000,000
restricted  shares  of  our  common  stock  with  an  estimated  fair  value  of
$5,440,000.  In addition,  we recorded the 100,000  common shares of Petaquilla,
with an estimated fair value of $270,000,  as accounts  receivable as of May 31,
2008. The total proceeds of $5,810,000 was included in amounts  recorded as gain
on settlements during 2008.

RESULTS OF OPERATION

SIX MONTH  PERIOD  ENDED  NOVEMBER  30, 2008  COMPARED TO SIX MONTH PERIOD ENDED
NOVEMBER 30, 2007.

The  summarized  consolidated  financial  data set forth in the tables below and
discussed in this section  should be read in conjunction  with our  consolidated
financial  statements  and related notes for the six month period ended November
30,  2008 and  November  30,  2007,  which  financial  statements  are  included
elsewhere in this Quarterly Report.


                                       19


<PAGE>

<TABLE>
<CAPTION>

                                        SIX MONTH PERIOD     SIX MONTH PERIOD
                                         ENDED NOVEMBER       ENDED NOVEMBER      APRIL 5, 2004 (INCEPTION)
                                            30, 2008             30, 2007           TO NOVEMBER 30, 2008
                                          (UNAUDITED)          (UNAUDITED)               (UNAUDITED)
                                        ___________________________________________________________________
<S>                                        <C>                  <C>                      <C>

REVENUE                                          -0-                  -0-               $     46,974
DIRECT COSTS                                     -0-                  -0-                     56,481
GROSS MARGIN (LOSS)                              -0-                  -0-                     (9,507)
GENERAL AND ADMINISTRATIVE EXPENSES
  Office and general                           9,320               33,433                    136,245
  Consulting fees                             158,907              30,000                    676,934
  Marketing expenses                             -0-                7,020                    894,738
  Management fees                                -0-               62,000                  1,241,406
  Mineral property expenditures               90,000              334,923                  8,258,312
  Professional fees                          158,155              185,594                    838,878
NET OPERATING LOSS                         ($416,382)           ($652,970)               (12,056,020)
OTHER INCOME(EXPENSE)
  Interest expense                           (74,892)             (27,345)                  (163,995)
  Net gain on settlements                        -0-                  -0-                  5,590,784
TOTAL OTHER INCOME(EXPENSE)                  (74,892)             (27,345)                 5,426,789
NET INCOME (LOSS)                          ($491,274)           ($680,315)              $ (6,629,231)

</TABLE>

Our  net  loss  during  the  six  month  period  ended  November  30,  2008  was
approximately  ($491,274) compared to a net loss of ($680,315) for the six month
period ended November 30, 2007 (a decrease of $189,041).

During the six month  periods  ended  November  30, 2008 and  November 30, 2007,
respectively, we did not generate any revenue. During the six month period ended
November  30,  2008,  we  incurred  general and  administrative  expenses in the
aggregate amount of $416,382  compared to $652,970 incurred during the six month
period ended November 30, 2007 (a decrease of $236,588).  The operating expenses
incurred  during the six month period ended  November 30, 2008 consisted of: (i)
office and general of $9,320 (2007:  $33,433);  (ii) consulting fees of $158,907
(2007: $30,000); (iii) marketing expenses of $-0- (2007: 7,020); (iv) management
fees of $-0- (2007:  $62,000);  (v)  mineral  property  expenditures  of $90,000
(2007: $334,923); (vi) professional fees of $158,155 (2007: $185,594); and (vii)
interest expenses of $74,892 (2007:  $27,345). The decrease in expenses incurred
during the six month  period ended  November 30, 2008  compared to the six month
period ended November 30, 2007 resulted  primarily from a decrease in management
fees and a decrease  in mineral  property  expenditures  based upon the  current
status of the scale and scope of exploratory and acquisition programs.

The  decrease in net loss during the six month  period  ended  November 30, 2008
compared  to the six  month  period  ended  November  30,  2007 is  attributable
primarily to the decrease in management fees and mineral property  expenditures.
Management fees and mineral property  expenditures incurred during the six month
period ended November 30, 2008 decreased due to the decrease in acquisition  and
development of our mineral properties and related contracted  services.  General
and administrative expenses generally include corporate overhead,  financial and
administrative contracted services, marketing and consulting costs.


                                       20


<PAGE>


Our net loss during the six month period ended  November 30, 2008 was ($491,274)
or ($0.01) per share  compared to a net loss of  ($680,315) or ($0.01) per share
for the six month period ended November 30, 2007. The weighted average number of
shares outstanding was 38,316,097 at November 30, 2008 compared to 41,202,514 at
November 30, 2007.

THREE MONTH PERIOD ENDED  NOVEMBER 30, 2008 COMPARED TO THREE MONTH PERIOD ENDED
NOVEMBER 30, 2007.

Our net  loss  during  the  three  month  period  ended  November  30,  2008 was
approximately  ($197,903)  compared  to a net loss of  ($339,202)  for the three
month period ended November 30, 2007 (a decrease of $141,299).

During the three month  periods  ended  November 30, 2008 and November 30, 2007,
respectively,  we did not generate  any  revenue.  During the three month period
ended November 30, 2008, we incurred general and administrative  expenses in the
aggregate  amount of $157,694  compared to  $324,005  incurred  during the three
month period ended  November 30, 2007 (a decrease of  $166,311).  The  operating
expenses  incurred  during  the three  month  period  ended  November  30,  2008
consisted of: (i) office and general of $2,190 (2007: $18,967);  (ii) consulting
fees of $75,220 (2007:  $15,000);  (iii) management fees of $-0- (2007: $2,000);
(iv) marketing expenses of $-0- (2007: 3,460); (v) mineral property expenditures
of  ($10,000)  (2007:  $154,089);  (vi)  professional  fees  of  $90,284  (2007:
$130,489); and (vi) interest expenses of $40,209 (2007: $15,197. The decrease in
expenses incurred during the three month period ended November 30, 2008 compared
to the three month period  ended  November 30, 2007  resulted  primarily  from a
decrease in professional  fees and a decrease in mineral  property  expenditures
based  upon the  current  status  of the  scale  and  scope of  exploratory  and
acquisition programs.

The decrease in net loss during the three month  period ended  November 30, 2008
compared to the three  month  period  ended  November  30, 2007 is  attributable
primarily  to  the   decrease  in   professional   fees  and  mineral   property
expenditures.  Professional  fees and  mineral  property  expenditures  incurred
during the three month  period  ended  November  30, 2008  decreased  due to the
decrease in acquisition  and  development of our mineral  properties and related
contracted services.

Our net  loss  during  the  three  month  period  ended  November  30,  2008 was
($197,903) or ($0.00) per share  compared to a net loss of ($339,202) or ($0.01)
per share for the three month  period  ended  November  30,  2007.  The weighted
average  number of shares  outstanding  was  38,497,302  at  November  30,  2008
compared to 41,205,055 at November 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTH PERIOD ENDED NOVEMBER 30, 2008

Our financial  statements have been prepared assuming that we will continue as a
going  concern  and,  accordingly,  do not include  adjustments  relating to the
recoverability  and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.


                                       21


<PAGE>


As at period ended  November 30, 2008,  our current assets were $333,467 and our
current  liabilities were $2,063,292,  resulting in a working capital deficit of
$1,729,825. As at period ended November 30, 2008, our total assets were $498,477
compared to total assets of $444,366 as at fiscal year ended May 31, 2008. Total
assets as at period ended  November 30, 2008  consisted of: (i) $63,037 in cash;
(ii) $270,430 in other receivable; and (iii) $165,010 in deposit on property. As
at period ended  November  30, 2008,  our current  liabilities  were  $2,063,292
compared to current  liabilities  of $1,517,906 as at May 31, 2008.  Our current
liabilities   consisted  of:  (i)  $175,798  in  accounts  payable  and  accrued
liabilities;  (ii) $1,857,494 in shareholder's  loan and accrued  interest;  and
(iii) $30,000 due to related  parties.  The increase in current  liabilities was
primarily  due to the increase in  shareholder's  loan and accounts  payable and
accrued liabilities relating to the scale and scope of business activity.

Stockholders'  deficit  increased  from  ($1,073,540)  as at  May  31,  2008  to
($1,564,815) as at November 30, 2008.

We have not generated positive cash flows from operating activities. For the six
month period ended November 30, 2008, net cash flow used in operating activities
was  ($441,319)  compared  to net cash  flow  used in  operating  activities  of
($728,330)  for the six month period ended November 30, 2007. Net cash flow used
in operating  activities  during the six month  period  ended  November 30, 2008
consisted  primarily  of a net loss of  ($491,275)  changed  by  ($430) in other
receivable, ($24,506) in accounts payable and accrued liabilities and $74,892 in
accrued interest on shareholder's loan.

During the six month period ended  November 30, 2008,  net cash flow provided by
financing  activities  was  $495,000  compared  to net cash flow from  financing
activities  of $725,000 for the six month period  ended  November 30, 2007.  Net
cash flow provided from financing  activities  during the six month period ended
November  30, 2008  pertained  primarily to $495,000  received as proceeds  from
shareholder advances.

PLAN OF OPERATION

Existing  working  capital,  further  advances  and possible  debt  instruments,
anticipated warrant exercises,  further private placements, and anticipated cash
flow  are  expected  to be  adequate  to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private placement of equity and debt securities. In connection with our business
plan,  management  anticipates that  administrative  expenses will decrease as a
percentage of revenue as our revenue increases over the next twelve months.

Additional  issuances of equity or convertible  debt  securities  will result in
dilution  to our  current  shareholders.  Further,  such  securities  might have
rights,  preferences  or  privileges  senior  to our  common  stock.  Additional
financing may not be available  upon  acceptable  terms,  or at all. If adequate
funds are not available or are not available on acceptable  terms, we may not be
able to take advantage of prospective new business  endeavors or  opportunities,
which could significantly and materially restrict our business operations.


                                       22


<PAGE>


During  fiscal year ended May 31, 2008, we received  $400,000  towards a planned
private  placement  of units to be offered  at $1.00 per unit.  Each unit was to
consist of one share of our  restricted  common stock and one warrant to acquire
an  additional  share of common  stock at an exercise  price of $1.50 for twelve
months  (the  "Units(s)").  During  February  2008,  we revised the terms of the
private  placement  of  Units,  which  are now to be  offered  at $1.00 per unit
consisting  of one share of  restricted  common  stock.  The  private  placement
offering is under Regulation S of the Securities Act.

As of the date of this  Quarterly  Report,  we have issued 400,000 shares of our
restricted common stock in connection with this private placement offering.

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2008 and May 31, 2007 audited  financial  statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going  concern.  The  financial  statements  have been prepared
"assuming that we will continue as a going concern," which  contemplates that we
will  realize our assets and  satisfy our  liabilities  and  commitments  in the
ordinary course of business.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report and other than as disclosed below, we do
not have any material commitments for fiscal year
2008/2009.

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of  $303,500  and
$795,000 were received  during fiscal years ended May 31, 2007 and May 31, 2008,
respectively. During the six month period ended November 30, 2008, an additional
$495,000  was  advanced  by the  same  shareholder  under  the  same  terms  and
conditions.  These amounts are unsecured,  accrue  interest at 10% per annum and
have no  established  terms of  repayment.  As at November 30,  2008,  we owe an
aggregate of $1,857,494 in principal and accrued interest.

BADNER GROUP LLC

Effective  April 4, 2008, we entered into a  twelve-month  engagement  letter of
agreement (the "Agreement") with Badner Group LLC ("Badner"). In accordance with
the terms and provisions of the Agreement:  (i) Badner  provided us with general
consulting and public  relations  services and, more  specifically,  relating to
business  development and affairs in Peru relative to our interest in developing
and expanding our business in Peru and acquiring mining properties;  and (ii) we
paid to  Badner a  monthly  fee of  $15,000.

As of the date of this Quarterly Report,  the Agreement has been terminated.  As
of November 30, 2008, we owe an aggregate of $30,000 to Badner.


                                       23


<PAGE>


PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position,
results of operations or cash flows due to adverse  changes in foreign  currency
and  interest  rates.

EXCHANGE  RATE

Our reporting currency is United States Dollars ("USD").  Since we have acquired
properties  outside of the United States,  the fluctuation of exchange rates may
have positive or negative  impacts on our results of  operations.  However,  any
potential revenue and expenses will be denominated in U.S. Dollars,  and the net
income effect of appreciation  and devaluation of the currency  against the U.S.
Dollar would be limited to our costs of acquisition of property.

INTEREST RATE

Interest  rates in the United  States are  generally  controlled.  Any potential
future loans will relate mainly to  acquisition of properties and will be mainly
short-term.  However our debt may be likely to rise in connection with expansion
and if  interest  rates  were  to rise  at the  same  time,  this  could  have a
significant  impact  on our  operating  and  financing  activities.  We have not
entered  into  derivative  contracts  to hedge  existing  risks for  speculative
purposes.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management,  including Marcus Johnson, our President/Chief Executive Officer
("CEO")  and D.  Bruce  Horton,  our Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of November 30, 2008.  Based on that evaluation,  Messrs.  Johnson
and Horton concluded that our disclosure  controls and procedures were effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers also  confirmed  that there was no change in our internal
control over financial  reporting during the six month period ended November 30,
2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.


                                       24


<PAGE>


We maintain  "disclosure  controls and  procedures,"  as such term is defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act"),
that are  designed to ensure that  information  required to be  disclosed in our
Exchange Act reports is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate,  to allow timely decisions  regarding  required  disclosure.  We
conducted an evaluation (the  "Evaluation"),  under the supervision and with the
participation of our Chief Executive  Officer and Chief Financial Officer of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  ("Disclosure  Controls") as of the end of the period covered by this
report  pursuant to Rule  13a-15 of the  Exchange  Act.  The  evaluation  of our
disclosure controls and procedures included a review of the disclosure controls'
and  procedures'  objectives,  design,  implementation  and  the  effect  of the
controls and procedures on the information  generated for use in this report. In
the  course of our  evaluation,  we  sought to  identify  data  errors,  control
problems or acts of fraud and to confirm the appropriate  corrective actions, if
any, including process improvements,  were being undertaken. Our Chief Executive
Officer and our Chief  Financial  Officer  concluded  that, as of the end of the
period  covered by this report,  our  disclosure  controls and  procedures  were
effective and were operating at the reasonable assurance level.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the six months  ended  November  30,  2008 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

AUDIT COMMITTEE

The Board of Directors has  established an audit  committee.  The members of the
audit  committee are Mr. Marcus  Johnson and Mr. Steven  Jewett.  One of the two
members of the audit  committee  are  "independent"  within the  meaning of Rule
10A-3 under the Exchange  Act. The audit  committee  was  organized on April 25,
2006 and operates under a written charter adopted by our Board of Directors.

The audit  committee has reviewed and discussed  with  management  our unaudited
financial statements as of and for the six month period ended November 30, 2008.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors that the unaudited  financial  statements
referred to above be included in our  Quarterly  Report on Form 10-Q for the six
month period  ended  November  30, 2008 filed with the  Securities  and Exchange
Commission.


                                       25


<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

STATEMENT OF CLAIM

On  November  6,  2008,  we  filed a Writ of  Summons  and  Statement  of  Claim
(collectively,  the  "Statement of Claim")  against St. Elias and John A. Brophy
("Brophy")  in the Supreme  Court of British  Columbia.  The  Statement of Claim
relates to the Property  Option  Agreement.

The Statement of Claim alleges the following claims:  (i) in tort against Brophy
alleging  non-disclosure of material facts and complete and accurate information
relating to the  ownership of the Vilcoro  Property and to the  ownership of the
adjacent property, including failing to disclose that Brophy and his wife had an
interest in the Vilcoro Property and the adjacent property, which entitles us to
rescind the  Property  Option  Agreement  and return of an aggregate of $150,000
paid to St. Elias under the Property Option Agreement,  an aggregate of $486,000
paid in exploration  expenditures,  and 50,000 shares of our common stock issued
to St.  Elias;  (ii) breach of the  Property  Option  Agreement  relating to the
failure by St. Elias to provide to us all data and information in its possession
or under its control relating to St. Elias' exploration activities on and in the
vicinity of the Vilcoro  Properties;  and (iii) breach of the Technical Services
Agreement by failure of St. Elias to timely prepare and provide a budget or work
programs or to  expeditiously  advance the work on the  Vilcoro  Properties  and
diversion by St. Elias of money, time and resources.

As of the date of this Quarterly  Report, we are seeking to rescind the Property
Option  Agreement and the Technical  Services  Agreement and damages  associated
with tortious misrepresentation and breach, punitive or exemplary damages.

Management  is not  aware of any other  legal  proceedings  contemplated  by any
governmental  authority  or any  other  party  involving  us or our  properties.
However,  during July 2007, we terminated  the  employment of Stacey Kivel,  our
then  President,  for cause.  Subsequently,  Ms.  Kivel has made  certain  false
allegations   against  us.  Although  we  refute  her  allegations  and  believe
termination  was  justified,  it is  possible  that we may be  exposed to a loss
contingency,  which cannot be reasonably  estimated at this time. As of the date
of this  Quarterly  Report,  no  director,  officer or  affiliate is (i) a party
adverse to us in any legal proceeding,  or (ii) has an adverse interest to us in
any legal  proceedings.  Management is not aware of any other legal  proceedings
pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.


                                       26


<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE TO SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION


RESIGNATION OF MEMBERS OF BOARD OF DIRECTORS

Effective on December 18, 2008, our Board of Directors  accepted the resignation
of Stephen Jewett dated December 18, 2008 as a member of our Board of Directors.
There were no disagreements  or disputes  between us and Mr. Jewett.  Therefore,
the Board of Directors remains comprised of Marcus Johnson,  D. Bruce Horton and
Betrand Taquet.

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q:

EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT

     31.1          Certification of the registrant's Principal Executive Officer
                   under the Exchange Act Rules 13a-14(a) or 15d-14(a) as
                   adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                   2002.

     31.2          Certification of the registrant's Principal Financial Officer
                   under the Exchange Act Rules 13a-14(a) or 15d-14(a) as
                   adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                   2002.

     32.1          Certification of the registrant's Principal Executive Officer
                   and Principal Financial Officer under 18 U.S.C. Section 1350
                   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                   2002.


                                       27


<PAGE>


                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   GENEVA RESOURCES, INC.


Dated: January 9, 2009
                                   By: /s/ MARCUS JOHNSON
                                       _____________________________________
                                           Marcus Johnson
                                           President/Chief Executive Officer



Dated: January 9, 2009
                                   By: /s/ D. BRUCE HORTON
                                       _____________________________________
                                           D. Bruce Horton
                                           Chief Financial Officer













                                       28