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, 2009


[ ] 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: 0-51583


                             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, $0.001 PAR 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files.

                                 Yes [X] No [ ]

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 7, 2009
of each of the issuer's classes of common
stock, as of the most practicable date:

Class
Common Stock, $0.001 par value                          104,743,062

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                                                 4
            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                                               18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          27

Item 4.  Controls and Procedures                                             28

Part II. OTHER INFORMATION                                                   29

Item 1.  Legal Proceedings                                                   29

Item 1A. Risk Factors                                                        31

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         31

Item 3.  Defaults Upon Senior Securities                                     32

Item 4   Submission of Matters to a Vote of Security Holders                 32

Item 5.  Other Information                                                   32

Item 6.  Exhibits                                                            34






                                       3


<PAGE>





PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS











                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2009
                                   (Unaudited)


















                                       4


<PAGE>


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

                                 BALANCE SHEETS
                                                                              November 30,         May 31,
                                                                                  2009              2009
___________________________________________________________________________________________________________
                                                                              (unaudited)         (audited)
<S>                                                                           <C>                <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                       $     3,033        $    2,075
   Prepaid expenses                                                                   183                 -
   Available for sale securities (Notes 2 and 3 (b))                               54,810            55,000
___________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                               58,026            57,075

   Deposit on property                                                            170,010           165,010
___________________________________________________________________________________________________________

TOTAL ASSETS                                                                  $   228,036        $  222,085
===========================================================================================================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                   $   224,525        $  215,591
   Shareholder's loan and accrued interest  (Note 7)                            1,776,188         1,987,899
___________________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                       2,000,713         2,203,490
___________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Note 1)

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, 2009 - 38,536,862)                38,537            38,537
   Additional paid-in capital                                                   5,025,879         5,025,879
   Stock payable                                                                  350,000                 -
   Accumulated other comprehensive loss                                          (215,190)         (215,000)
   Deficit accumulated during the exploration stage                            (6,971,903)       (6,830,821)
___________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                                                   (1,772,677)       (1,981,405)
___________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $   228,036        $  222,085
===========================================================================================================


    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,
                                                  2009             2008            2009             2008               2009
_________________________________________________________________________________________________________________________________
<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                               4,129            2,190            5,957            9,320            149,652
   Consulting fees                                 16,300           75,220           21,300          158,908            718,234
   Marketing expenses                                   -                -                -                -            894,738
   Management fees                                      -                -                -                -          1,241,406
   Mineral property expenditures (Note 3)               -          (10,000)               -           90,000          8,258,312
   Professional fees                               13,538           90,284           26,440          158,155            984,055
_________________________________________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES           (33,967)        (157,694)         (53,697)        (416,383)       (12,246,396)
_________________________________________________________________________________________________________________________________

NET OPERATING LOSS                                (33,967)        (157,694)         (53,697)        (416,383)       (12,255,903)

OTHER INCOME (EXPENSE)
   Gain on extinguishment of accrued liability          -                -                -                -             30,000
   Net gains on settlements                             -                -                -                -          5,590,784
   Interest expense                               (43,565)         (40,209)         (87,385)         (74,892)          (336,784)
_________________________________________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE)                      (43,565)         (40,209)         (87,385)         (74,892)         5,284,000
_________________________________________________________________________________________________________________________________

NET LOSS                                      $   (77,532)     $  (197,903)     $  (141,082)     $  (491,275)      $ (6,971,903)
=================================================================================================================================

COMPREHENSIVE LOSS
   Change in market value for sale of
      securities                              $     9,810      $         -      $     (190)      $         -       $   (215,190)
_________________________________________________________________________________________________________________________________

COMPREHENSIVE LOSS                            $   (67,722)     $  (197,903)     $ (141,272)      $  (491,275)      $ (7,187,093)
=================================================================================================================================

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

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
     - BASIC                                   38,536,862       38,497,302       38,536,862       38,316,097
=============================================================================================================


    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, 2009     November 30, 2008     November 30, 2009
____________________________________________________________________________________________________________________________________
<S>                                                                        <C>                   <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                                 $ (141,082)           $ (491,275)         $ (6,971,903)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
      Non-cash mineral property expenditures (recoveries)                           -                     -             7,415,000
      Non-cash net gain on settlement                                               -                     -            (5,490,784)
      Non-cash gain on extinguishment of accrued liability                          -                     -               (30,000)
      Stock-based compensation                                                      -                     -             1,354,171
   Changes in operating assets and liabilities:
      Prepaid expenses                                                           (183)                    -                  (183)
      Increase in deposits                                                     (5,000)                 (430)             (105,010)
      Accrued interest on shareholder's loan                                    87,385               74,892               336,784
      Due to related parties                                                        -                     -               116,500
      Accounts payable and accrued liabilities                                  8,934               (24,506)            1,014,887
____________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                         (49,946)             (441,319)           (2,360,538)
____________________________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds on sale and subscriptions of common stock                         350,000                     -               924,167
   Proceeds from shareholder advances                                          25,904               495,000             1,764,404
   Payments for shareholder advances                                         (325,000)                    -              (325,000)
____________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                      50,904               495,000             2,363,571
____________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                   958                53,681                3,033

CASH, BEGINNING                                                                 2,075                 9,356                     -
____________________________________________________________________________________________________________________________________

CASH, ENDING                                                               $    3,033            $   63,037          $      3,033
====================================================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

Cash paid during the period:
   Interest                                                                $        -            $        -          $          -
====================================================================================================================================

   Income taxes                                                            $        -            $        -          $          -
====================================================================================================================================

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

   Shares issued as deposit on option to purchase in mineral properties    $        -            $        -          $     65,000
====================================================================================================================================


    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, 2009 (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. The Company is an exploration stage
enterprise, as defined in FASB ASC 915 "Development Stage Entities".

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 $6,971,903.  As at November
30, 2009, the Company has a working capital  deficit of $1,942,687.  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.
These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification of liabilities that might result from this uncertainty.

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,  2009  included in the  Company's  Annual
Report on Form 10-K 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-K. 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, 2009 are not  necessarily  indicative  of the results
that may be expected for the year ending May 31, 2010.

The Company has evaluated  subsequent  events through  January 13, 2010 the date
which the financial statement were available to be issued. See note 8.

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.


                                       8


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 FASB ASC
930-805,  "Extractive  Activities-Mining",  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 FASB ASC 410-20 "Asset  Retirement and
Environmental   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,  2009,  any
potential  costs relating to the ultimate  disposition of the Company's  mineral
property interests are not yet determinable.

CASH AND CASH EQUIVALENTS
Cash and cash  equivalents  include  highly  liquid  investments  with  original
maturities of three months or less.

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, 2009,  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


                                       9


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES (continued)
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 FASB
ASC 740-10, "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.

AVAILABLE FOR SALE SECURITIES
The Company's holdings in marketable securities classified as available-for-sale
are  carried at fair value.  The  carrying  value of  marketable  securities  is
reviewed each  reporting  period for declines in value that are considered to be
other-than  temporary and, if  appropriate,  the investments are written down to
their  estimated  fair value.  Realized  gains and losses and  declines in value
judged to be  other-than-temporary on available for sale securities are included
in the  Company's  statements of  operations.  Unrealized  gains and  unrealized
losses deemed temporary are included in accumulated other  comprehensive  income
(loss).

The  following  disclosures  are  required  by  FASB  ASC  820-10,  "Fair  Value
Measurements  and  Disclosures" in connection with assets and liabilities  whose
carrying amounts are subject to fair value measures:

<TABLE>
<CAPTION>


                  Fair Value Measurements at November 30, 2009

                                    Quoted Prices in    Significant Other     Significant Other
                    November 30,     Active Market      Observable Inputs    Unobservable Inputs    May 31, 2009
                        2009            (Level 1)           (Level 2)            (Level 3)
________________________________________________________________________________________________________________
<S>                  <C>               <C>                 <C>                  <C>                  <C>

Available for
sale securities      $  54,810         $  54,810           $       -            $       -            $  55,000
________________________________________________________________________________________________________________

Total                $  54,810         $  54,810           $       -            $       -            $  55,000
================================================================================================================

</TABLE>

In connection with the Company's available for sale securities,  to November 30,
2009 and May 31,  2009,  no  realized or  unrealized  gains and losses have been
recorded in operations and all unrealized gains and losses have been recorded as
components of accumulated other comprehensive  income (loss).  Subsequent to the
period the Company sold the shares for net proceeds to the Company of $54,810.

NET INCOME (LOSS) PER SHARE
The Company computes income (loss) per share in accordance with FASB ASC 260-10,
"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 FASB ASC 830-10,  "Foreign Currency Matters",  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, 2009, the
Company has not recorded any translation adjustments into stockholders' equity.


                                       10


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

STOCK-BASED COMPENSATION
On June 1, 2006,  the  Company  adopted  FASB ASC 718-10,  "Compensation-  Stock
Compensation",  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 FASB ASC 718-10. In addition,  deferred stock compensation related
to non-vested  options is required to be eliminated  against  additional paid-in
capital upon adoption of FASB ASC 718-10. 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 FASB ASC
718-10 and the conclusions reached by the FASB ASC 505-50. 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
FASB ASC 505-50.

FAIR VALUE OF FINANCIAL INSTRUMENTS
In  accordance  with  the  requirements  of FASB ASC  480-10,  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 June 2009, the FASB issued FASB ASC 105-10,  "Generally  Accepted  Accounting
Principles  replaces  SFAS  No.  162,  which  establishes  the  FASB  Accounting
Standards   Codification   ("Codification")   as  the  source  of  authoritative
accounting  principles  recognized by the FASB to be applied by  nongovernmental
entities in the  preparation  of financial  statements in conformity  with GAAP.
Rules and  interpretive  releases  of the  Securities  and  Exchange  Commission
("SEC")  under  authority  of  federal  securities  laws  are  also  sources  of
authoritative  GAAP for SEC  registrants.  The FASB  will no  longer  issue  new
standards in the form of Statements,  FASB Staff  Positions,  or Emerging Issues
Task Force Abstracts;  instead the FASB will issue Accounting Standards Updates.
Accounting  Standards  Updates will not be  authoritative  in their own right as
they will only  serve to  update  the  Codification.  The  issuance  of FASB ASC
105-10and  the  Codification  does not  change  GAAP.  FASB ASC  105-10  becomes
effective  for interim and annual  periods  ending  after  September  15,  2009.
Management  does not expect the  adoption  of FASB ASC 105-10 to have a material
impact on the Company's financial position, cash flows and results of operations

In June 2009, the FASB issued FASB ASC 810-10,  "Consolidation",  which included
the  following:  (1) the  elimination  of the exemption for  qualifying  special
purpose  entities,  (2) a new approach for determining who should  consolidate a
variable-interest  entity,  and (3) changes to when it is  necessary to reassess
who should consolidate a variable-interest  entity. FASB ASC 810-10 is effective
for the first annual  reporting period beginning after November 15, 2009 and for
interim  periods  within that first annual  reporting  period.  The Company will
adopt FASB ASC  810-10 in fiscal  2010.  The  Company  does not expect  that the
adoption  of FASB ASC  810-10  will  have a  material  impact  on the  financial
statements.

In June 2009, the FASB issued FASB ASC 860-10,  "Transfers and Servicing",  FASB
ASC 860-10  eliminates  the concept of a  "qualifying  special-purpose  entity,"
changes the  requirements  for  derecognizing  financial  assets,  and  requires
additional  disclosures  in order to enhance  information  reported  to users of
financial  statements  by  providing  greater  transparency  about  transfers of
financial  assets,  including  securitization  transactions,   and  an  entity's
continuing  involvement  in and  exposure  to the risks  related to  transferred
financial assets.  FASB ASC 860-10 is effective for fiscal years beginning after
November  15, 2009.  The Company will adopt FASB ASC 860-10 in fiscal 2010.  The
Company  does not  expect  that the  adoption  of FASB ASC  860-10  will  have a
material impact on the financial statements.

In June 2009,  the FASB issued FASB ASC 855-10,  "Subsequent  Events."  FASB ASC
855-10establishes  general  standards of accounting for and disclosure of events
that occur  after the balance  sheet date but before  financial  statements  are
issued or are  available to be issued.  FASB ASC 855-10  applies to both interim
financial  statements  and  annual  financial  statements.  FASB ASC  855-10  is


                                       11


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
effective for interim or annual  financial  periods  ending after June 15, 2009.
The adoption of FASB ASC 855-10 during the period did not have a material impact
on the Company's financial position, cash flows or results of operations.

In May 2008,  the FASB issued FASB ASC 944-20,  "Financial  Services-Insurance."
FASB ASC 944-20  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.  FASB ASC 944-2 0is 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. The adoption of FASB ASC
944-20  during  the  period  did not have a  material  impact  on the  Company's
financial position, cash flows 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.

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 May 31, 2009)
     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.


                                       12


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (continued)
________________________________________________________________________________

(a) VILCORO GOLD PROPERTY (continued)
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 Defense 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 fiscal 2009, 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.

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.

During fiscal 2009, the Company  received the 100,000  common shares  receivable
from  Petaquilla,  previously  valued at $270,000.  As of November 30, 2009, the
100,000  shares  received  had an  estimated  fair value of $54,810  ($0.548 per
share) (May 31, 2009 - $55,000;  $0.55 per share).  Subsequent to the period the
Company sold the shares for net proceeds to the Company of $54,810

(c) AMELIA AND SAN MARTIN CONCESSIONS
On November 20, 2009, the Company  ("Optionee")  entered into a letter Agreement
with  Glenn  Patrick  Schmitz  ("Optionor")  in  connection  with  the  proposed
acquisition of an 80% interest in 39 mineral concessions located near Domyeko in
Chile. The parties have agreed to complete their due diligence and the execution
of a Formal Agreement  within 60 days of the execution of the letter  Agreement.
The  material  terms and  conditions  set out in the term sheet as follows,  all
terms and conditions are based on a successful due diligence process:

     1.   The Company will pay the Optionor $5,000 upon the parties execution of
          the Letter Agreement. Funds were paid on November 23, 2009.
     2.   The Company will  transfer  and deliver  2,000,000  restricted  common
          shares in the capital stock of the Company as follows:  500,000 shares
          as the initial  tranche  within  thirty  days of the Formal  Agreement
          date;1,000,000 shares


                                       13


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (continued)
________________________________________________________________________________

(c) AMELIA AND SAN MARTIN CONCESSIONS (continued)

          upon the  expiry of the first  twelve  month  period  after the Formal
          Agreement  date;  and  500,000  shares  upon the  expiry of the second
          twelve month period after the Formal Agreement date.
     3.   The Company will pay the Optionor further amounts as follows: $300,000
          dollars prior to the first  anniversary of the Formal  Agreement date;
          an amount to be solely and  exclusively  determined by the Optionee in
          its judgment,  based on the First Year Term drilling and  explorations
          results,  will be paid as  Exploration  Expenditures  by the  Optionee
          prior to the  Second  Anniversary;  and an  amount  to be  solely  and
          exclusively  determined by the Optionee in its judgment,  based on the
          Second Year Term drilling and  explorations  results,  will be paid as
          Exploration   Expenditures   by  the  Optionee   prior  to  the  Third
          Anniversary.

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).


                                       14


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 4 - STOCKHOLDERS' DEFICIT (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, 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.

On September 9, 2008,  the Company  issued  400,000  common  shares at $1.00 per
share for proceeds of $400,000 which were received during the year ended May 31,
2008.

During the  period,  the Company  received  $350,000  towards a planned  private
placement of Units to be offered at $0.05 per unit with each unit  consisting of
one  common  share and one  warrant  to  acquire  an  additional  common  share,
exercisable at $0.25 for twelve months.  Subsequent to the period on December 8,
2009 the Company issued 7,000,000 common shares at $0.05 per share in connection
with the previously received share subscriptions.

Effective  December 7, 2009,  the Board of Directors of Geneva  Resources  Inc.,
authorized the  settlement of debt with a certain  creditor which debt consisted
of outstanding advances and accrued interest aggregating to $1,776,188. The Debt
was evidenced by that certain convertible promissory note dated December 4, 2009
in the principal of $1,776,188  issued to the Creditor.  In accordance  with the
terms and provisions of the Promissory  Note, in the event the Company is unable
to repay the debt,  the debt could be satisfied by way of conversion of the debt
into  shares  of the  Company's  restricted  common  stock at $0.03  per  share.
Subsequently  the  Creditor  assigned  a  proportionate  right of its  title and
interest in and to the debt and the Convertible  Note to certain  Assignees.  On
December 7, 2009, the Company  received  notices of conversion dated December 7,
2009  from the  respective  Assignees,  pursuant  to which  the  Assignees  were
converting  their  respective  right,  title and interest in and to Debt and the
Convertible Note into shares of Common Stock at the rate of $0.03 per share.

Also  effective  December  7,  2009,  the  Board  of  Directors  of the  Company
authorized  the issuance of an aggregate of  59,206,200  shares of the Company's
Common Stock  proportionately  to the Assignees in accordance with the terms and
provisions of the above Notices of Conversion.

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.


                                       15


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 5 - STOCK OPTION PLAN (continued)
________________________________________________________________________________

A summary of the Company's  stock  options as of November 30, 2009,  and changes
during the year then ended is presented below:

<TABLE>
<CAPTION>
                                                 Weighted average      Weighted average
                                    Number of     exercise Price     remaining Contractual
                                     Options        per share           life (in years)
__________________________________________________________________________________________
<S>                                 <C>               <C>                    <C>

OUTSTANDING AT MAY 31, 2008         1,850,000         $ 1.04                 9.12
Granted during the year                     -              -                    -
Exercised during the year                   -              -                    -
__________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2009         1,850,000           1.04                 8.12
Granted during the period                   -              -                    -
Exercised during the period                 -              -                    -
__________________________________________________________________________________________

OUTSTANDING AT NOVEMBER 30, 2009    1,850,000         $ 1.04                 7.62
__________________________________________________________________________________________

</TABLE>

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

During the six month period ended November 30, 2009,  the Company  incurred $Nil
in management fees to officers and directors (six months ended November 30, 2008
- $Nil).  Any  transactions  with  related  parties are 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,  $795,000 and $540,000 were received during the
years ended May 31, 2007, 2008 and 2009,  respectively  under the same terms and
conditions. During the period ended November 30, 2009, an additional $25,904 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.  During the period,  $325,000 of accrued  interest  was repaid to the
shareholder.  The total amount  outstanding  as of November  30, 2009  including
accrued interest is $1,776,188 (May 31, 2009 - $1,987,899).

Effective  December 7, 2009,  the Board of Directors of Geneva  Resources  Inc.,
authorized the  settlement of debt with a certain  creditor which debt consisted
of outstanding advances and accrued interest aggregating to $1,776,188. The Debt
was evidenced by that certain convertible promissory note dated December 4, 2009
in the principal of $1,776,188  issued to the Creditor.  In accordance  with the
terms and provisions of the Promissory  Note, in the event the Company is unable
to repay the debt,  the debt could be satisfied by way of conversion of the debt
into  shares  of the  Company's  restricted  common  stock at $0.03  per  share.
Subsequently  the  Creditor  assigned  a  proportionate  right of its  title and
interest in and to the debt and the Convertible  Note to certain  Assignees.  On
December 7, 2009, the Company  received  notices of conversion dated December 7,
2009  from the  respective  Assignees,  pursuant  to which  the  Assignees  were
converting  their  respective  right,  title and interest in and to Debt and the
Convertible Note into shares of Common Stock at the rate of $0.03 per share.

Also  effective  December  7,  2009,  the  Board  of  Directors  of the  Company
authorized  the issuance of an aggregate of  59,206,200  shares of the Company's
Common Stock  proportionately  to the Assignees in accordance with the terms and
provisions of the above Notices of Conversion.

NOTE 8 - SUBSEQUENT EVENTS
________________________________________________________________________________

Effective  December 7, 2009,  the Board of Directors of Geneva  Resources  Inc.,
authorized the  settlement of debt with a certain  creditor which debt consisted
of outstanding advances and accrued interest aggregating to $1,776,188. The Debt
was evidenced by that certain convertible promissory note dated December 4, 2009
in the principal of $1,776,188  issued to the Creditor.  In accordance  with the
terms and provisions of the Promissory  Note, in the event the Company is unable
to repay the debt,  the debt could be satisfied by way of conversion of the debt


                                       16


<PAGE>


GENEVA RESOURCES, INC.
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009 (unaudited)
________________________________________________________________________________


NOTE 8 - SUBSEQUENT EVENTS (continued)
________________________________________________________________________________

into  shares  of the  Company's  restricted  common  stock at $0.03  per  share.
Subsequently  the  Creditor  assigned  a  proportionate  right of its  title and
interest in and to the debt and the Convertible  Note to certain  Assignees.  On
December 7, 2009, the Company  received  notices of conversion dated December 7,
2009  from the  respective  Assignees,  pursuant  to which  the  Assignees  were
converting  their  respective  right,  title and interest in and to Debt and the
Convertible Note into shares of Common Stock at the rate of $0.03 per share.

Also  effective  December  7,  2009,  the  Board  of  Directors  of the  Company
authorized  the issuance of an aggregate of  59,206,200  shares of the Company's
Common Stock  proportionately  to the Assignees in accordance with the terms and
provisions of the above Notices of Conversion.

On December 8, 2009,  the Company  issued  7,000,000  common shares at $0.05 per
share in connection with the previously  received share  subscriptions  totaling
$350,000.

During fiscal 2009, the Company  received the 100,000  common shares  receivable
from  Petaquilla,  previously  valued at $270,000.  As of November 30, 2009, the
100,000  shares  received  had an  estimated  fair value of $54,810  ($0.548 per
share) (May 31, 2009 - $55,000;  $0.55 per share).  Subsequent to the period the
Company sold the shares for net proceeds to the Company of $54,810.







                                       17


<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.


                                       18


<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  provided 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.

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


                                       19


<PAGE>


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
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.


                                       20


<PAGE>


On December  23,  2008, a statement of defense was filed by St. Elias and Brophy
denying the majority of the allegations made by us in our Statement of Claim. In
addition,  St. Elias and Brophy also filed a counter  claim against us for abuse
of process and punitive  damages.  All  allegations  by us, St. Elias and Brophy
remain to be proved in court. See "Part II. Item 1. Legal Proceedings."

During the  three-month  period ended  November 30, 2009,  we recorded a mineral
property  recovery of $50,000 in connection with the return of funds  originally
paid by us into trust to fund the exploration activities.

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.

During  fiscal year ended May 31, 2009,  we received the 100,000  common  shares
from Petaquilla,  which were previously  valued at $270,000.  As of November 30,
2009, the 100,000 shares  received had an estimated value of $54,810 ($0.548 per
share).

AMELIA AND SAN MARTIN

As of  November  30,  2009,  we entered  into a letter  agreement  (the  "Letter
Agreement") with Glenn Patrick Schmitz (the "Optionor"),  in connection with the
proposed  acquisition  of an 80%  interest in  thirty-nine  mineral  concessions
located near Domyeko in Chile.  In accordance  with the terms and  provisions of
the Letter Agreement:  (i) we will pay the Optionor $5,000 upon execution of the


                                       21


<PAGE>


Letter Agreement,  which as of the date of this Quarterly Report, has been paid;
(ii) we will issue to the  Optionor  an  aggregate  of  2,000,000  shares of our
restricted  common stock as follows:  (a) 500,000 shares as the initial  tranche
within  thirty  days of  execution  of a formal and  definitive  agreement  (the
"Formal  Agreement"),  (b)  1,000,000  shares upon the  expiration  of the first
twelve  month period after  execution of the Formal  Agreement,  and (c) 500,000
shares upon the expiration of the second twelve month period after  execution of
the Formal Agreement; (iii) we will pay the Optionor further amounts as follows:
(a)  $300,000  prior to the  expiration  of the first  twelve month period after
execution of the Formal Agreement, (b) an amount to be paid by us as exploration
expenditures  prior to  expiration  of the  second  twelve  month  period  after
execution of the Formal Agreement,  which amount shall be solely and exclusively
determined by us based on the first year term drilling and exploration  results,
and  (c) an  amount  to be  paid  by us as  exploration  expenditures  prior  to
expiration  of the third  twelve  month  period  after  execution  of the Formal
Agreement,  which amount shall be solely and exclusively  determined by us based
on the second year term drilling and exploration results.

As of the date of this Quarterly  Report,  we are engaged in due  diligence.  We
have agreed to complete our due diligence and execution of the Formal  Agreement
within sixty days from November 30, 2009.

PROPOSED FUTURE BUSINESS OPERATIONS

Our  current  strategy  is to  complete  further  acquisition  of other  mineral
property  opportunities which fall within the criteria of providing a geological
basis for development of mining  initiatives  that can provide near term revenue
potential and production cash flows to create expanding reserves.  We anticipate
that our ongoing  efforts,  subject to adequate  funding being  available,  will
continue to be focused on successfully  concluding  negotiations  for additional
interests in mineral properties.  We plan to build a strategic base of producing
mineral properties.

Our ability to continue to complete  planned  exploration  activities and expand
acquisitions  and explore mining  opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being obtained.

RESULTS OF OPERATION

SIX MONTH  PERIOD  ENDED  NOVEMBER  30, 2009  COMPARED TO SIX MONTH PERIOD ENDED
NOVEMBER 30, 2008.

The  summarized  financial  data set forth in the tables below and  discussed in
this section  should be read in  conjunction  with our financial  statements and
related notes for the six month period ended  November 30, 2009 and November 30,
2008,  which  financial  statements  are included  elsewhere  in this  Quarterly
Report.


                                       22


<PAGE>

<TABLE>
<CAPTION>

                                                 SIX MONTH                SIX MONTH
                                               PERIOD ENDED             PERIOD ENDED          INCEPTION (APRIL 5, 2004)
                                             NOVEMBER 30, 2009        NOVEMBER 30, 2008         TO NOVEMBER 30, 2009
_______________________________________________________________________________________________________________________
<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                                5,957                    9,320                       149,652
  Consulting fees                                  21,300                  158,908                       718,234
  Marketing expenses                                  -0-                      -0-                       894,738
  Management fees                                     -0-                      -0-                     1,241,406
  Mineral property expenditures                       -0-                   90,000                     8,258,312
  Professional fees                                26,440                  158,155                       984,055
_______________________________________________________________________________________________________________________

NET OPERATING LOSS                               ($53,697)               ($416,383)                 ($12,246,396)
OTHER INCOME(EXPENSE)
   Gain on extinguishment of debt                     -0-                      -0-                        30,000
   Interest expense                               (87,385)                 (74,892)                     (336,784)
   Net gain on settlements                            -0-                      -0-                     5,590,784
_______________________________________________________________________________________________________________________

TOTAL OTHER INCOME(EXPENSE)                       (87,385)                 (74,892)                    5,284,000
NET LOSS                                        ($141,082)               ($491,275)                  ($6,971,903)
_______________________________________________________________________________________________________________________

   Change in market value of available
   for sale securities                               (190)                     -0-                     ($215,190)
COMPREHENSIVE LOSS                              ($141,272)               ($491,275)                   (7,187,093)
_______________________________________________________________________________________________________________________

</TABLE>

Our  comprehensive  loss during the six month period ended November 30, 2009 was
approximately  ($141,272) compared to a comprehensive loss of ($491,275) for the
six month period ended November 30, 2008 (a decrease of $350,003).

During the six month  period  ended  November  30, 2009 and  November  30, 2008,
respectively, we did not generate any revenue. During the six month period ended
November  30,  2009,  we  incurred  general and  administrative  expenses in the
aggregate amount of $53,697  compared to $416,383  incurred during the six month
period ended November 30, 2008 (a decrease of $362,686).  The operating expenses
incurred  during the six month period ended  November 30, 2009 consisted of: (i)
office and general of $5,957 (2008:  $9,320);  (ii)  consulting  fees of $21,300
(2008:  $158,908);  (iii) mineral property expenditures of $-0- (2008: $90,000);
and (iv) professional fees of $26,440 (2008: $158,155).  The decrease in general
and administrative  expenses incurred during the six month period ended November
30, 2009  compared to the six month  period  ended  November  30, 2008  resulted
primarily from a decrease in consulting fees and a decrease in mineral  property
expenditures  based upon the  decrease in  acquisition  and  development  of our
mineral  properties  and  current  status of the scale and scope of  exploratory
programs.  General  and  administrative  expenses  generally  include  corporate
overhead,  financial  and  administrative  contracted  services,  marketing  and
consulting costs.


                                       23


<PAGE>


The  incurrence  of  general  and  administrative  expenses  resulted  in a  net
operating loss of ($53,697)  during the six month period ended November 30, 2009
compared to a net operating loss of ($416,383) during the six month period ended
November 30, 2008. Net operating loss was further  increased by the recording of
interest  expense of $87,385  (2008:  $74,892)  and a change in market  value of
available for sale securities of $190 (2008: $-0-).

Thus, our comprehensive loss during the six month period ended November 30, 2009
was  ($141,272)  or  ($0.00)  per  share  compared  to a  comprehensive  loss of
($491,275)  or ($0.01) per share for the six month  period  ended  November  30,
2008.  The weighted  average  number of shares  outstanding  was  38,536,862  at
November 30, 2009  compared to  38,316,097  at November  30,  2008.

THREE MONTH PERIOD ENDED  NOVEMBER 30, 2009 COMPARED TO THREE MONTH PERIOD ENDED
NOVEMBER 30, 2008.

Our comprehensive loss during the three month period ended November 30, 2009 was
approximately  ($67,722)  compared to a comprehensive loss of ($197,903) for the
three month period ended November 30, 2008 (a decrease of $130,181).

During the three month  period  ended  November  30, 2009 and November 30, 2008,
respectively,  we did not generate  any  revenue.  During the three month period
ended November 30, 2009, we incurred general and administrative  expenses in the
aggregate amount of $33,967 compared to $157,694 incurred during the three month
period ended November 30, 2008 (a decrease of $123,727).  The operating expenses
incurred during the three month period ended November 30, 2009 consisted of: (i)
office and general of $4,129 (2008:  $2,190);  (ii)  consulting  fees of $16,300
(2008: $75,220);  (iii) mineral property expenditures of $-0- (2008: ($10,000));
and (iv) professional fees of $13,538 (2008:  $90,284).  The decrease in general
and  administrative  expenses  incurred  during  the three  month  period  ended
November 30, 2009  compared to the three month  period  ended  November 30, 2008
resulted  primarily  from a decrease in consulting  fees and  professional  fees
based upon the decrease in acquisition and development of our mineral properties
and current status of the scale and scope of exploratory programs.

The  incurrence  of  general  and  administrative  expenses  resulted  in a  net
operating  loss of ($33,967)  during the three month  period ended  November 30,
2009  compared  to a net  operating  loss of  ($157,694)  during the three month
period ended November 30, 2008. Net operating loss was further  increased by the
recording of interest expense of $43,565 (2008:  $40,209) and a change in market
value of available for sale securities of $9,810 (2008: $-0-).

Thus,  our  comprehensive  loss during the three month period ended November 30,
2009 was  ($67,722)  or ($0.00) per share  compared to a  comprehensive  loss of
($197,903)  or ($0.01) per share for the three month period  ended  November 30,
2008.  The weighted  average  number of shares  outstanding  was  38,536,862  at
November 30, 2009 compared to 38,497,302 at November 30, 2008.


                                       24


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

SIX MONTH PERIOD ENDED NOVEMBER 30, 2009

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.

As at  November  30,  2009 our  current  assets  were  $58,026  and our  current
liabilities  were  $2,000,713,   resulting  in  a  working  capital  deficit  of
$1,942,687.  As at November 30, 2009, our total assets were $228,036 compared to
total  assets of $222,085 as at May 31,  2009.  Total  assets as at November 30,
2009  consisted  of:  (i)  $3,033  in  cash;  (ii)  $54,810  available  for sale
securities;  (iii)  $183 as prepaid  expenses  and (iv)  $170,010  as deposit on
property.  As at November  30, 2009,  our current  liabilities  were  $2,000,713
compared to current  liabilities  of $2,203,490 as at May 31, 2009.  Our current
liabilities   consisted  of:  (i)  $224,525  in  accounts  payable  and  accrued
liabilities; and (ii) $1,776,188 in shareholder's loan and accrued interest. The
slight  decrease in current  liabilities  was  primarily  due to the decrease in
shareholder's loan and accrued interest.

Stockholders'  deficit  decreased  from  ($1,981,405)  as at  May  31,  2009  to
($1,772,677) as at November 30, 2009.

We have not generated positive cash flows from operating activities. For the six
month period ended November 30, 2009, net cash flow used in operating activities
was  ($49,946)  compared  to net  cash  flow  used in  operating  activities  of
($441,319)  for the six month period ended November 30, 2008. Net cash flow used
in operating  activities  during the six month  period  ended  November 30, 2009
consisted  primarily  of a net loss of  ($141,082)  changed by ($183) in prepaid
expenses,  ($5,000) in increase in deposits,  $87,385 change in accrued interest
on shareholder's  loan and $8,934 in accounts  payable and accrued  liabilities.
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  increase  in  deposits,  ($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, 2009,  net cash flow provided by
financing  activities  was  $50,904  compared  to net cash flow  from  financing
activities  of $495,000 for the six month period  ended  November 30, 2008.  Net
cash flow provided from financing  activities  during the six month period ended
November  30,  2009  pertained  to  $350,000  received  as  proceeds on sale and
subscriptions of common stock; $25,904 in proceeds from shareholder advances and
a reduction of $325,000 due to payments made to shareholder  advances.  Net cash
flow  provided  from  financing  activities  during the six month  period  ended
November 30, 2008  pertained 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.


                                       25


<PAGE>


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.

During the six month  period  ended  November  30,  2009,  we received  $350,000
towards a planned  private  placement  of units to be offered at $0.05 per unit.
Each unit is 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
$0.25 for twelve  months (the  "Units(s)").  The private  placement  offering is
under  Regulation  S of the  Securities  Act. On December 8, 2009,  we issued an
aggregate  of  7,000,000  shares  of our  common  stock  at $0.05  per  share in
connection  with  the  received  share  subscriptions.  See  "Part  II.  Item 2.
Unregistered Sales of Equity Securities."

Subsequent  to the six  month  period  ended  November  30,  2009,  our Board of
Directors  authorized  the  settlement  of debt  with a  certain  creditor  (the
"Creditor"),  which debt  consisted of outstanding  advances,  loans and accrued
interest and other amounts  aggregating  $1,776,188  (the "Debt").  The Debt was
evidenced by that certain convertible  promissory note dated December 4, 2009 in
the principal  amount of $1,776,188  issued to the Creditor  evidencing the Debt
(the "Convertible Promissory Note"). In accordance with the terms and provisions
of the Promissory  Note, in the event we were unable to repay the Debt, the Debt
could  be  satisfied  by way  of  conversion  of the  Debt  into  shares  of our
restricted  common  stock at the rate of $0.03 per share.  Further  effective on
December 7, 2009, our Board of Directors authorized the issuance of an aggregate
of  59,206,200  shares of our common stock.  See "Part II. Item 2.  Unregistered
Sales of Equity Securities."

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2009 and May 31, 2008 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
2009/2010.

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 fiscal year ended May 31, 2009, an additional $540,000 was


                                       26


<PAGE>


advanced by the same shareholder under the same terms and conditions. During the
six month period ended November 30, 2009, a further  $25,904 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.

During the six month period ended November 30, 2009, an aggregate of $325,000 of
accrued interest was repaid by us to the shareholder.  Therefore, as at November
30, 2009, we owe an aggregate of $1,776,188 in principal and accrued interest.

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.


                                       27


<PAGE>


ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of  November  30,  2009  which is the end of the six month  quarterly  period
covered  by this  Quarterly  Report,  our  Chief  Executive  Officer  and  Chief
Financial  Officer  reviewed and evaluated the  effectiveness  of our disclosure
controls  and  procedures,  as  defined  in  Exchange  Act  Rule  13a-15(e)  and
15d-15(e).  As of the end of the  quarterly  period  covered  by this  Quarterly
Report,  based  on that  evaluation,  our  Chief  Executive  Officer  and  Chief
Financial  Officer  concluded that the disclosure  controls and procedures  were
effective in ensuring  that  material  information  that we must disclose in our
reports that we file or submit  under the  Securities  Exchange Act of 1934,  as
amended, the "Exchange Act", is recorded, processed, summarized, and reported on
a timely  basis,  and that  information  required to be  disclosed  by us in our
reports  that we file or  submit  under  the  Exchange  Act is  accumulated  and
communicated  to our Chief  Executive  Officer  and Chief  Financial  Officer as
appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Under  the  supervision  and  with  the  participation  of  our
management,  including the chief executive officer and chief financial  officer,
we evaluated the effectiveness of our internal control over financial  reporting
as of November 30, 2009. In making this assessment, management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission ("COSO") in Internal Control-Integrated Framework.

This Quarterly  Report does not include an attestation  report of our registered
public  accounting  firm De Joya  Griffith &  Company,  LLC.,  Certified  Public
Accountants  regarding internal control over financial  reporting.  Management's
report was not subject to attestation by our registered  public  accounting firm
pursuant  to  temporary  rules  of  the  SEC  that  permit  us to  provide  only
management's report in this Quarterly Report on Form 10-Q.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a control  system,  no matter how well  designed  and  operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable  assurance of achieving  their  objectives,  and our Chief  Executive
Officer and our Chief  Financial  Officer have concluded that these controls and
procedures are effective at the "reasonable assurance" level.


                                       28


<PAGE>


CHANGES IN INTERNAL CONTROLS

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during  this  fiscal  quarter  that  has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

AUDIT COMMITTEE REPORT

The Board of Directors has  established an audit  committee.  The members of the
audit  committee  are Mr. Marcus  Johnson and Mr.  Angelo Viard.  One of the two
members of the audit committee is "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 audited
financial statements as of and for the six month period ended November 30, 2009.
The audit  committee has received and reviewed the written  disclosures  and the
letter  from De Joya  Griffith & Company,  LLC.,  Certified  Public  Accountants
required  by  Independence   Standards   Board  Standard  No.  1,   Independence
Discussions with Audit Committees, as amended.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors  that the reviewed  financial  statements
referred to above be included in our  Quarterly  Report on Form 10-Q for the six
month period  ended  November  30, 2009 filed with the  Securities  and Exchange
Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

STATEMENT OF CLAIM

On October 26, 2009,  Stacey  Kivel,  former  president  of the Company  filed a
lawsuit of  wrongful  dismissal  in the State of Nevada.  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 filing no  significant  progress
has been made in resolution of the lawsuit.

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


                                       29


<PAGE>


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.

On December  23,  2008, a statement of defense was filed by St. Elias and Brophy
denying the majority of the allegations made by us in our Statement of Claim. In
addition,  St. Elias and Brophy also filed a counter  claim against us for abuse
of process and punitive  damages.  All  allegations  by us, St. Elias and Brophy
remain to be proved in court.

PETAQUILLA OPTION AGREEMENT

On February  27,  2007,  we received  notice  pursuant  to a news  release  from
Petaquilla  that the board of  directors of  Petaquilla  resolved to rescind the
Petaquilla  Option  Agreement.  We are  current  in our  obligations  under  the
Petaquilla Option Agreement and dispute the alleged  rescission and have advised
Petaquilla that the Option is in good standing.

Therefore,  in accordance with the terms and provisions of the Petaquilla Option
Agreement, we filed a notice with the British Columbia International  Commercial
Arbitration  Centre (the  "BCICAC")  seeking  arbitration.  On March 5, 2007, we
filed a Statement of Claim with the BCICAC seeking  specific  performance of the
Petaquilla Option Agreement and damages.  On April 10, 2007,  Petaquilla filed a
Statement of Defense.

On March 14,  2008,  we entered into the  Settlement.  Pursuant to the terms and
provisions of the Settlement:  (i) Petaquilla  shall issue 100,000 shares of its
common  stock to us,  which  shares  shall be  released  from pool in four equal
monthly  tranches  beginning on the first commercial pour of gold at the Molejon
Gold Mine or December 31, 2008, whichever comes first, and which shares shall be
subject to a two business day right of first  refusal for  Petaquilla  to find a
buyer or five business days if the sale is private; (ii) the 4,000,000 shares of
the restricted  common stock previously issued by us to Petaquilla in accordance
with the terms and provisions of the First Option shall be returned to us (which
as of the date of this  Quarterly  Report  has been  returned);  and  (iii)  the
$100,000 paid by us on approximately  November 17, 2006 in order to exercise the
initial portion of the Option was returned to us.

On April 11, 2008,  we entered  into the Release  pursuant to which the terms of
the Settlement were acknowledged. In accordance with the terms and provisions of
the  Release,  the  parties  agreed to release  each other and their  respective
directors,  officers,  employees,  agents and assigns from any and all causes of
action,  claims and demands of any nature or kind  whatsoever  arising up to the
present  date  relating to the  Petaquilla  Option  Agreement  and to any of the
subject  matter  of the  arbitration  proceedings.  It is  anticipated  that the
pending  arbitration  proceedings  will be dismissed  with the British  Columbia
International Commercial Arbitration Center.


                                       30


<PAGE>


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. As of the date of this Quarterly Report, we have received all of the
100,000 common shares receivable from Petaquilla, previously valued at $270,000.
As of November 30, 2009, the 100,000 shares received had an estimated fair value
of $54,810 ($0.548 per share).

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

Our shares of common stock are registered  under Section 12(g) of the Securities
Exchange Act of 1934, as amended.  We, therefore,  file annual and other reports
with the Securities and Exchange Commission.  On November 29, 2007 , we received
a cease trade order (the "CTO") from the British Columbia Securities  Commission
(the  "BCSC"),  which is limited to the  Province of British  Columbia,  for not
filing a technical report under Canadian National Instrument 43-101 STANDARDS OF
DISCLOSURE  FOR MINERAL  PROJECTS  ("NI  43-101")  respecting  certain  previous
disclosure   regarding  certain  of  our  material  property  interests.   As  a
consequence of the CTO, we are now seeking legal advice in connection  with this
matter  and expect to be in  communication  with the BCSC  promptly  in order to
determine the exact manner in which we will be able to satisfy the  requirements
of NI 43-101,  as required by the  parameters  as set forth for foreign  issuers
under  Canadian  National  Instrument  71-102  CONTINUOUS  DISCLOSURE  AND OTHER
EXEMPTIONS  RELATING TO FOREIGN  ISSUERS.

Management  is not  aware of any other  legal  proceedings  contemplated  by any
governmental authority or any other party involving us or our properties.  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

PRIVATE PLACEMENT OFFERING

Effective  on  December  8, 2009,  our Board of  Directors  completed  a private
placement  offering (the "Private  Placement")  with certain  non-United  States
residents  (collectively,  the  "Investors").  In accordance  with the terms and
provisions of the Private Placement,  we issued to the Investors an aggregate of
7,000,000  shares of common  stock at a per share  price of $0.05 for  aggregate
proceeds of $350,000.

The shares of common stock under the Private  Placement  were sold to non-United
States  Investors in reliance on Regulation S promulgated  under the  Securities
Act. The Private  Placement has not been registered  under the Securities Act or
under  any  state  securities  laws  and may  not be  offered  or  sold  without


                                       31


<PAGE>


registration  with the United States  Securities  and Exchange  Commission or an
applicable  exemption  from the  registration  requirements.  The Investors each
executed a  subscription  agreement and  acknowledged  that the securities to be
issued have not been  registered  under the Securities Act, that they understood
the economic  risk of an  investment  in the  securities,  and that they had the
opportunity  to ask  questions  of  and  receive  answers  from  our  management
concerning any and all matters related to acquisition of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

No report required.

ITEM 5. OTHER INFORMATION

SETTLEMENT OF DEBT

Effective on December 7, 2009, our Board of Directors  authorized the settlement
of debt with the Creditor,  which debt consisted of outstanding advances,  loans
and accrued interest and other amounts aggregating  $1,776,188 (the "Debt"). The
Debt was evidenced by that certain convertible promissory note dated December 4,
2009 in the principal amount of $1,776,188 issued to the Creditor evidencing the
Debt (the  "Convertible  Promissory  Note").  In  accordance  with the terms and
provisions  of the  Promissory  Note,  in the event we were  unable to repay the
Debt,  the Debt could be satisfied by way of  conversion of the Debt into shares
of our restricted common stock at the rate of $0.03 per share. Subsequently, the
Creditor  entered  into  those  certain   assignments  dated  December  4,  2009
(collectively,   the   "Assignments")   with  those  certain  twelve   assignees
(collectively,  the  "Assignees"),  pursuant  to which the  Creditor  assigned a
proportionate  right  of its  title  and  interest  in and to the  Debt  and the
Convertible  Note to the  Assignees.  On  December 7, 2009,  we  received  those
certain  notices  of  conversion  dated  December  7, 2009  from the  respective
Assignees  (collectively,  the "Notices of  Conversion"),  pursuant to which the
Assignees were converting their respective  right,  title and interest in and to
Debt and the  Convertible  Note into shares of Common Stock at the rate of $0.03
per share.

Further  effective on December 7, 2009,  our Board of Directors  authorized  the
issuance  of  an   aggregate   of   59,206,200   shares  of  our  common   stock
proportionately  to the Assignees in accordance with the terms and provisions of
the  Notices of  Conversion.  The shares of common  stock were  issued to twelve
non-United  States  residents in reliance on Regulation S promulgated  under the
United States  Securities Act of 1933, as amended (the  "Securities  Act").  The
shares of common  stock have not been  registered  under the  Securities  Act or
under  any  state  securities  laws  and may  not be  offered  or  sold  without
registration  with the United States  Securities  and Exchange  Commission or an
applicable  exemption  from the  registration  requirements.  The Assignees each
acknowledged that the securities to be issued have not been registered under the
Securities  Act, that they  understood the economic risk of an investment in the
securities,  and that they had the  opportunity  to ask questions of and receive
answers  from  our  management   concerning  any  and  all  matters  related  to
acquisition of the securities.


                                       32


<PAGE>


DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS

Effective on December 11, 2009, our Board of Directors  accepted the resignation
of Betrand Taquet dated December 11, 2009 as a member of our Board of Directors.
There were no disagreements or disputes between us and Mr. Taquet.  Effective as
of December 11, 2009, the Board accepted the consent of Angelo Viard as a member
of our Board of  Directors.  Therefore,  the Board of  Directors is comprised of
Marcus Johnson, D. Bruce Horton and Angelo Viard.

ANGELO  VIARD.  During  the past ten  years,  Mr.  Viard  has been  involved  in
providing  companies  with  advisory  services  including,  but not  limited to,
managerial,  investment strategy, finance,  information technology,  compliance,
accounting,  business  development,  mergers and acquisitions,  and capital fund
raising in a wide range of  industry  sectors  across the United  States,  South
America and Europe. From approximately June 2007 through current date, Mr. Viard
has been the president/chief executive officer of VCS Group, Inc. formerly known
as "Viard  Consulting  Services".  His role as  director  of  advisory  services
requires  development of an advisory  services  sector.  Mr.  Viard's  functions
include full  budgeting  responsibilities,  management  of budgets and planning,
creation of policies  and  administrative  procedures  to  restructure  business
processes,  authoring multi-company employee manuals, design work order tracking
and billing  interface  systems for  accounting,  and updating  business  plans,
accounting  structures and  organizational  changes to maximize business growth.
From  approximately  August  2006  through  June  2007,  Mr.  Viard  was  the IT
operations  manager for Bare Escentuals  where he was responsible for developing
and  coordinating  multiple  related  projects in alignment  with  strategic and
tactical  company  goals,  served as a primary  customer  advocate,  planned and
coordinated long term systems strategy, and managed the day to day operations of
the  IT  department,  including  LAN/WAN  architecture,  telecommunications  and
hardware/software  support  and  development.  From  approximately  August  2005
through  August  2006,   Mr.  Viard  was  a  senior  IT  audit   consultant  for
PricewaterhouseCoopers  LLP where he was  responsible  for determining the audit
documentation,  strategy  and plan.  From  approximately  December  2004 through
August 2005, Mr. Viard was the chief executive officer and founder of Technology
Mondial Inc.,  which was a start-up company  specializing in broadband  wireless
technology in Costa Rica and management and  development of wireless  connection
planning for Latin America.  Mr. Viard was also previously  employed with OpenTV
Inc, where he was manager of information  system and  technology,  Thomas Weisel
Partners LLC where he was an information  technology brokerage services manager,
BancBoston  Robertson Stephens & Co. where he was a senior system engineer,  and
Environmental  Chemical  Corporation where he was a technical analyst.


                                       33


<PAGE>


Mr.  Viard is also a member of the Board of  Directors  of Morgan  Creek  Energy
Corp., a company traded on the Over-the-Counter  Bulletin Board. Mr. Viard holds
a master in computer science,  a BS in business  management and  administration,
and an A/A in computer business administration and network.

ITEM 6. EXHIBITS

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

EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT

     10.1          Letter Agreement between Geneva Resources Inc. and Glenn
                   Patrick Schmitz dated November 20, 2009.

     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.













                                       34


<PAGE>


                                   SIGNATURES


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

Dated: January 12, 2010

                                    GENEVA RESOURCES, INC.

                                    By: /s/ MARCUS JOHNSON
                                        ________________________________________
                                            Marcus Johnson, President/Chief
                                            Executive Officer

Dated: January 12, 2010

                                    By: /s/ D. BRUCE HORTON
                                        ________________________________________
                                            D. Bruce Horton,
                                            Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Dated: January 12, 2010             By: /s/ MARCUS JOHNSON
                                    ____________________________________________
                                    Director


Dated: January 12, 2010             By: /s/ D. BRUCE HORTON
                                    ____________________________________________
                                    Director


Dated: January 12, 2010             By: /s/ ANGELO VIARD
                                    ____________________________________________
                                    Director


                                       35