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 February 28, 2010





[   ]  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
              (State
      or other jurisdiction of incorporation
              or
      organization)
            98-0441019
              I.R.S.
      Employer 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
              12(b)
      of the Act:
            Name
      of each exchange on which
              registered:NoneSecurities
      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[    ]









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 of each of the issuer’s classes of common
      stock, as of the most practicable date:
              Class
            Outstanding
      as of April 13, 2010Common
      Stock, $0.001 par value
            104,743,062




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






















2







GENEVA
RESOURCES, INC.





FORM
10-Q








Part
      I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial Statements
            5Balance
      Sheets
            6Statements
      of Operations (unaudited)
            7Statements
      of Cash Flows (unaudited)
            8Notes
      to Financial Statements (unaudited)Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            18Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            28Item
      4.
            Controls
      and ProceduresPart
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            30Item
      1A.
            Risk
      Factors
            32Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            32Item
      3.
            Defaults
      Upon Senior Securities
            32Item
      4
            Submission
      of Matters to a Vote of Security Holders
            32Item
      5.
            Other
      Information
            33Item
      6.
            Exhibits
            34























3










PART
I. FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS



































GENEVA
RESOURCES, INC.





FINANCIAL
STATEMENTS





FEBRUARY
28, 2010


(Unaudited)













4
  GENEVA
RESOURCES, INC.
 (An
Exploration Stage Company)
 
 BALANCE
SHEETS
 
 
 February
      28,
                2010
              
              May
      31,
                2009(unaudited)
              
              (audited)ASSETSCURRENT
      ASSETSCash
              
              $
              6,658
              
              $
              2,075Accounts
      receivable
              
              
              5,000
              
              
              -Available
      for sale securities (Notes 2 and 3 (b))
              
              
              -
              
              
              55,000TOTAL
      CURRENT ASSETS
              
              
              11,658
              
              
              57,075Deposit
      on properties
              
              
              165,010
              
              
              165,010TOTAL
      ASSETS
              
              $
              176,668
              
              $
              222,085LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts payable and accrued
      liabilities
              
              $
              223,258
              
              $
              215,591Shareholder’s
      loan and accrued interest (Note 7)
              
              
              -
              
              
              1,987,899TOTAL CURRENT
      LIABILITIES
              
              
              223,258
              
              
              2,203,490GOING CONCERN CONTINGENCY AND
      COMMITMENTS(Note 1)STOCKHOLDERS’
      DEFICITCapital stock (Note
      4)Authorized200,000,000 shares of common
      stock, $0.001 par value,Issued and
      outstanding104,743,062 shares of common
      stock (May 31, 2009 –38,536,862)
              
              
              104,743
              
              
              38,537Additional paid-in
      capital
              
              
              7,677,921
              
              
              5,025,879Accumulated
      other comprehensive loss
              
              
              -
              
              
              (215,000
              )Deficit accumulated during the
      exploration stage
              
              
              (7,829,254
              )
              
              (6,830,821
              )TOTAL  STOCKHOLDERS’
      DEFICIT
              
              
              (46,590
              )
              
              (1,981,405
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              176,668
              
              $
              222,085
 
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
  5
  GENEVA
RESOURCES, INC.
 (An
Exploration stage company)
 STATEMENTS
OF OPERATIONS
 (unaudited)
 
 
 Three
      Months Ended
              Nine
      Months Ended
              From
      inception
                (April
      5, 2004)  toFebruary
      28,
              February
      28,
              February
      28,
              February
      28,
              February
      28,2010
              2009
              2010
              2009
              2010REVENUE
              $                   -
              $                   -
              $                   -
              $                   -
              $             46,974DIRECT
      COSTS
              -
              -
              -
              -
              56,481GROSS
      MARGIN (LOSS)
              -
              -
              -
              -
              (9,507)GENERAL
      AND ADMINISTRATIVE EXPENSESOffice and
general
              8,376
              4,250
              14,336
              13,570
              158,028Consulting
      fees
              6,750
              30,000
              28,050
              188,907
              724,984Marketing
      expenses
              -
              -
              -
              -
              894,738Management
      fees
              -
              -
              -
              -
              1,241,406Mineral
      property expenditures (Note 3)
              -
              -
              -
              90,000
              8,258,312Professional fees
              34,972
              33,065
              61,412
              191,220
              1,019,027TOTAL
      GENERAL &
                ADMINISTRATION
      EXPENSES
              (50,098)
              (67,315)
              (103,798)
              (483,697)
              (12,296,495)NET
      OPERATING LOSS
              (50,098)
              (67,315)
              (103,798)
              (483,697)
              (12,306,002)OTHER
      INCOME (EXPENSE)Gain
      on extinguishment of accrued liability
              -
              -
              -
              -
              30,000Net
      gain on settlements
              -
              -
              -
              -
              5,590,784Loss
      on disposal of available for sale securities
              (215,190)
              -
              (215,190)
              -
              (215,190)Interest
      expense (Note 7)
              (592,062)
              (41,900)
              (679,445)
              (116,792)
              (928,846)TOTAL
      OTHER INCOME (EXPENSE)
              (807,252)
              (41,900)
              (894,635)
              (116,792)
              4,476,748NET
      LOSS
              $      (857,350)
              $     (109,215)
              $     (998,433)
              $     (600,489)
              $      (7,829,254)
 
 COMPREHENSIVE
      LOSSChange
      in market value of securities
              $                   -
              $     (118,000)
              $                   -
              $                   -
              $         (215,190)Loss
      realized on disposal of securities
              215,190
              -
              215,190
              -
              215,190COMPREHENSIVE
      LOSS
              $      (642,160)
              $     (227,215)
              $     (783,243)
              $     (600,489)
              $      (7,829,254)LOSS
      PER COMMON SHARE - BASIC
              $            (0.01)
              $           (0.00)
              $           (0.02)
              $           (0.02)WEIGHTED
      AVERAGE NUMBER OF
                COMMON
      SHARES OUTSTANDING - BASIC
              102,196,786
              38,536,862
              59,366,763
              38,389,953
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 6
 
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 STATEMENTS
OF CASH FLOWS
 (unaudited)
 
 Nine
      months ended
                February
      28, 2010
              
              
              Nine
      months ended
                February
      28, 2009
              
              
              April
      5, 2004 (inception) to February 28, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss for the
      period
              
              $
              (998,433
              )
              
              $
              (600,489
              )
              
              $
              (7,829,254
              )Adjustments to reconcile net
      loss to net cash used in operating activities:Non-cash
      mineral property expenditures (recoveries)
              
              
              -
              
              
              
              -
              
              
              
              7,415,000Non-cash
      net gain on settlement
              
              
              -
              
              
              
              -
              
              
              
              (5,490,784
              )Non-cash
      loss on disposal of available for sale securities
              
              
              215,190
              
              
              
              -
              
              
              
              215,190Non-cash
      gain on extinguishment of accrued liability
              
              
              -
              
              
              
              -
              
              
              
              (30,000
              )Non-cash
      interest  related to conversion of loans payable
              
              
              592,062
              
              
              
              -
              
              
              
              592,062Stock-based
      compensation
              
              
              -
              
              
              
              -
              
              
              
              1,354,171Changes
      in operating assets and liabilities:Increase
      in account receivable
              
              
              (5,000
              )
              
              
              (430
              )
              
              
              (105,010
              )Accrued
      interest on shareholder’s loan
              
              
              87,383
              
              
              
              116,792
              
              
              
              336,782Due
      to related parties
              
              
              -
              
              
              
              -
              
              
              
              116,500Accounts
      payable and accrued liabilities
              
              
              7,667
              
              
              
              (34,065
              )
              
              
              1,013,620NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (101,131
              )
              
              
              (518,192
              )
              
              
              (2,411,723
              )CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      on disposal of available for sale securities
              
              
              54,810
              
              
              
              -
              
              
              
              54,810NET
      CASH PROVIDED BY INVESTING ACTIVITIES
              
              
              54,810
              
              
              
              -
              
              
              
              54,810CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds on sale and
      subscriptions of common stock
              
              
              350,000
              
              
              
              -
              
              
              
              924,167Proceeds
      from shareholder advances
              
              
              25,904
              
              
              
              515,000
              
              
              
              1,764,404Payment
      to shareholder advances
              
              
              (325,000
              )
              
              
              -
              
              
              
              (325,000
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              50,904
              
              
              
              515,000
              
              
              
              2,363,571NET
      INCREASE (DECREASE) IN CASH
              
              
              4,583
              
              
              
              (3,192
              )
              
              
              6,658CASH,
      BEGINNING
              
              
              2,075
              
              
              
              9,356
              
              
              
              -CASH,
      ENDING
              
              $
              6,658
              
              
              $
              6,164
              
              
              $
              6,658
 
 SUPPLEMENTAL
CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING
ACTIVITIES
 
 Cash
      paid during the period:
                Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Shares
      issued for settlement of liability
              
              $
              1,776,186
              
              
              $
              -
              
              
              $
              2,872,264Shares
      issued for deposit on option to purchase in mineral
    properties
              
              $
              -
              
              
              $
              -
              
              
              $
              65,000
 The
accompanying notes are an integral part of these financial
statements.
  7
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (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 $7,829,254.  As at
February 28, 2010, the Company has a working capital deficit of
$211,600.  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 nine months ended February 28, 2010 are not
necessarily indicative of the results that may be expected for the year ending
May 31, 2010.
 
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Presentation
 These
financial statements are presented in United States dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.
 
 Use
of Estimates and Assumptions
 Preparation
of the financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
certain reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the period.  Accordingly, actual results
could differ from those estimates.
 
 8
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Mineral
Property Expenditures
 The
Company is primarily engaged in the acquisition, exploration and development of
mineral properties.
 
 Mineral
property acquisition costs are capitalized in accordance with 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 February 28, 2010 any
potential costs relating to the ultimate disposition of the Company's mineral
property interests are not yet determinable.
 
 Income
Taxes
 The
Company follows the liability method of accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances.  Deferred tax assets and liabilities
are measured using enacted or substantially enacted tax rates expected to apply
to the taxable income in the years in which those differences are expected to be
recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.  As at
February 28, 2010 the Company had net operating loss carryforwards, however, due
to the uncertainty of realization, the Company has provided a full valuation
allowance for the deferred tax assets resulting from these loss carryforwards.
Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with 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.
  9
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Cash
and cash equivalents
 Cash and
cash equivalents include highly liquid investments with original maturities of
three months or less.
 
 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:
 
 Fair
      Value Measurements at February 28, 2010February
      28, 2010
              Quoted
      Prices in Active Market
                (Level
      1)
              Significant
      Other Observable Inputs
                (Level
      2)
              Significant
      Other Unobservable Inputs
                (Level
      3)
              May
      31, 2009Available
      for sale securities
              $                  -
              $                  -
              $                       -
              $                           -
              $      55,000Total
              $                  -
              $                  -
              $                       -
              $                           -
              $      55,000
 
 In
connection with the Company’s available for sale securities, May 31, 2009, no
realized or unrealized gains and losses had been recorded in operations and all
unrealized gains and losses have been recorded as components of accumulated
other comprehensive income (loss).  During the period ended February
28, 2010 the Company sold all of the shares previously classified as available
for sale for net proceeds to the Company of $54,810 and realized a loss of
$215,190.
 
 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 February 28, 2010, the Company has not recorded any
translation adjustments into stockholders’ equity.
 
 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.
 
 
 10
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Stock-based
Compensation (continued)
 
 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
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity
(Topic 505-10): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task
Force)”.  This amendment to Topic 505 clarifies the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a limit on the amount of cash that will be distributed if not a stock
dividend for purposes of applying Topics 505 and 260. This is effective for
interim and annual periods ending on or after December 15, 2009, and would be
applied on a retrospective basis.  The Company does not expect the
provisions of ASU 2010-01 to have a material effect on the financial position,
results of operations or cash flows of the Company.
 
 InJanuary 2010, the FASB
issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810):
Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment
to Topic 810 clarifies, but does not change, the scope of current US
GAAP.  It clarifies the decrease in ownership provisions of Subtopic
810-10 and removes the potential conflict between guidance in that Subtopic and
asset derecognition and gain or loss recognition guidance that may exist in
other US GAAP.  An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10).  For those entities that have already adopted FAS
160, the amendments are effective at the beginning of the first interim or
annual reporting period ending on or after December 15, 2009. The amendments
should be applied retrospectively to the first period that an entity adopted FAS
160.  The Company does not expect the provisions of ASU 2010-02 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
 
 In
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6,
“Improving Disclosures about Fair Value Measurements.” This update requires
additional disclosure within the roll forward of activity for assets and
liabilities measured at fair value on a recurring basis, including transfers of
assets and liabilities between Level 1 and Level 2 of the fair value hierarchy
and the separate presentation of purchases, sales, issuances and settlements of
assets and liabilities within Level 3 of the fair value hierarchy. In addition,
the update requires enhanced disclosures of the valuation techniques and inputs
used in the fair value measurements within Levels 2 and 3. The new disclosure
requirements are effective for interim and annual periods beginning after
December 15, 2009, except for the disclosure of purchases, sales, issuances
and settlements of Level 3 measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires
enhanced disclosures, the Company does not expect that the adoption of this
update will have a material effect on its financial statements.
 
 
 11
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Recently
Issued Accounting Pronouncements (continued)
 
 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 105-10
and 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 2011. 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
2011. 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 855-10
establishes 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 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 944-20 is effective for
the Company’s interim period commencing June 1, 2009, except for disclosures
about an insurance enterprise's risk-management activities, which were effective
for the Company’s interim period commencing June 1, 2008. 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.
 
 12
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 
 NOTE
3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 (a)
Vilcoro Gold Property (continued)
 
 On
December 1, 2007, the Company entered into an extension agreement with St. Elias
(the “December Extension Agreement”). The December Extension Agreement (i)
acknowledges that in accordance with the terms and provisions of the Property
Option Agreement, the Company must incur and pay exploration expenditures of not
less than $500,000 prior to January 17, 2008, and (ii) provides an extension
until March 31, 2008 to incur and pay such Exploration Expenditures. On June 4,
2008, an indefinite extension was granted by St. Elias to pay such Exploration
Expenditures, based on the Operator’s work on schedule.
 
 Under the
terms of the Property Option Agreement, and in order to exercise its Option to
acquire the properties, the Company is required to make the following
non-refundable cash payments to St. Elias totaling $350,000 in the following
manner:
 
 1.
              Payment
      of $50,000 in cash (paid).
 2.
              The
      second payment of $100,000 cash and 50,000 shares of the Company’s common
      stock are due on or before the twelve-month anniversary of the signing of
      the Property Option Agreement
(paid).
 3.
              The
      third payment of $200,000 cash is due on or before the twenty-fourth-month
      anniversary of the signing of the Property Option
    Agreement.
 
 The
Company is also required to incur costs totaling $2,500,000 as
follows:
 
 1.
              expenditures
      of $500,000 are to be incurred on or before the twelve month anniversary
      (subsequently indefinitely extended as described above) of the signing of
      the Property Option Agreement. ($551,000 was incurred from the inception
      of the agreement through 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.
 
 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.  The Company will
evaluate the collectability of its actions against St. Elias and John Brophy at
the time of year end.
 
 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.
 
 
 
 
 13
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 NOTE
3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 (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 May 31, 2009, the
100,000 shares received had an estimated fair value of $55,000 ($0.55 per
share).  During the period ended February 28, 2010 the Company sold
the shares for net proceeds to the Company of $54,810 for a loss on disposal of
$215,190.
 
 (c)
Amelia and San Martin Concessions
 On
November 20, 2009, the Company 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 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 to the Optionor as follows: 500,000
      shares as the initial tranche within thirty days of the Formal Agreement
      date;1,000,000 shares 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 Company in its judgment, based
      on the First Year Term drilling and explorations results, will be paid as
      Exploration Expenditures by the Company prior to the Second Anniversary;
      and an amount to be solely and exclusively determined by the Company in
      its judgment, based on the Second Year Term drilling and explorations
      results, will be paid as Exploration Expenditures by the Company prior to
      the Third Anniversary.
 
 Based on
the results of the due diligence, the Company has decided not to proceed with
this proposed acquisition and has made a request for a refund of the $5,000
deposit.
 
 
 
 
 
 
 14
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 
 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).
 
 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.
 
 In
September and October 2009, 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.  On December 8, 2009,
the Company issued 7,000,000 common shares at $0.05 per share in connection with
these previously received share subscriptions.
 
 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 in settlement
of a total of $1,776,186 at $0.03 per share (refer to Note 7).
  15
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
  NOTE
5 – STOCK OPTION PLAN
 
 On May 9,
2007, the Board of Directors of the Company ratified, approved and adopted a
Stock Option Plan for the Company in the amount of 5,000,000 shares with an
exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide services to the Company for reasons other than cause,
any Stock Option that is vested and held by such optionee may be exercisable
within up to ninety calendar days after the effective date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock Option held by an optionee at the time of his death may be exercised by
his estate within one year of his death or such longer period as the Board of
Directors may determine. On May 9, 2007, the Board of Directors of the Company
ratified and approved under the Company’s existing Stock Option Plan the
issuance of 1,500,000 shares for ten years at $1.00 per share.
 
 On May 9,
2007, the Company granted 1,500,000 stock options to officers, directors and
consultants of the Company at $1.00 per share.  The term of these
options are ten years.  The total fair value of these options at the
date of grant was $965,671, and was estimated using the Black-Scholes option
pricing model with an expected life of 10 years, a risk free interest rate of
4.49%, a dividend yield of 0% and expected volatility of 164% and was recorded
as a stock based compensation expense in the year ended May 31,
2007.
 
 On April
28, 2008, the Company granted 350,000 stock options to a director of the Company
at $1.20 per share.  The term of these options are ten
years.  The total fair value of these options at the date of grant was
$388,500 and was estimated using the Black-Scholes option pricing model with an
expected life of 10 years, a risk free interest rate of 3.86%, a dividend yield
of 0% and expected volatility of 126% and has been recorded as a stock based
compensation expense in the year ended May 31, 2008.
 
 A summary
of the Company’s stock options as of February 28, 2010, and changes during the
period then ended is presented below:
 
 Number
      of Options
              Weighted
      average exercise
                Price
      per share
              Weighted
      average remaining
                Contractual
      life (in years)Outstanding
      at May 31, 2008
              1,850,000
              $  1.04
              9.12Granted
      during the year
              -
              -
              -Exercised
      during the year
              -
              -
              -Outstanding
      at May 31, 2009
              1,850,000
              1.04
              8.12Granted
      during the period
              -
              -
              -Exercised
      during the period
              -
              -
              -Outstanding
      at February 28, 2010
              1,850,000
              $  1.04
              7.37
 
 
 NOTE
6 – RELATED PARTY TRANSACTIONS
 
 During
the nine month period ended February 28, 2010, the Company incurred $Nil in
management fees to officers and directors (nine months ended February 28, 2009 -
$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 current period to
December 1, 2009, an additional $25,902 was advanced by the same shareholder and
$325,000 of accrued interest was repaid leaving an amount owing as of December
1, 2009 of $1,776,186 (May 31, 2009 - $1,987,899).  These amounts are
unsecured, bear interest at 10% per annum, and have no set terms of
repayment.
 
 16
 GENEVA
RESOURCES, INC.
 (An
exploration stage company)
 NOTES
TO FINANCIAL STATEMENTS
 FEBRUARY
      28, 2010 (unaudited)
 NOTE
7 – SHAREHOLDER’S LOAN (continued)
 
 Effective
December 7, 2009, the Board of Directors of the Company authorized the
settlement of the remaining outstanding advances and accrued interest
aggregating to $1,776,186.  This Debt was evidenced by a demand
convertible promissory note dated December 1, 2009 in the principal of
$1,776,186 issued to the above shareholder.  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 shareholder assigned a proportionate right of its title and
interest in and to the debt and the convertible promissory note to certain
Assignees.  On December 7, 2009, the Company received notices of
conversion from the respective Assignees, pursuant to which 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
settlement of the $1,776,186 at the rate of $0.03 per share. In addition to the
conversation the Company recognized an additional expense of $592,062 to
Additional Paid in Capital.
 
 NOTE
8 – LEGAL PROCEEDINGS
 
 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.
 NOTE
9 – SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events through April 14, 2010 the date which
the financial statement were available to be issued. The Company has determined
that there were no events that warrant disclosure or recognition in the
financial statements.
               
  17





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


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 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.









19


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


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 nine month period ended February 28, 2010, 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 May 31, 2009, the
100,000 shares received had an estimated value of $55,000 ($0.55 per share).
During the nine month period ended February 28, 2010, we sold the shares for net
proceeds to us of $54,810 for a loss on disposal of $215,190.









21


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 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.





Subsequent
to November 30, 2009, we engaged in due diligence. As of the date of this
Quarterly Report, we have decided not to proceed with this proposed acquisition
and have made a request for a refund of the $5,000 deposit.





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




Nine
Month Period Ended February 28, 2010 Compared to Nine Month Period Ended
February 28, 2009.




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 nine month period ended February 28, 2010 and February 28, 2009,
which financial statements are included elsewhere in this Quarterly
Report.








22


Nine
      Month
              Period
      Ended February 28, 2010
            
            
            Nine
      Month
              Period
      Ended
              February
      28, 2009
            
            
            Inception
      (April 5, 2004)
              to
      February 28, 2010Revenue
            
            
            -0-
            
            
            
            -0-
            
            
            $
            46,974Direct
      Costs
            
            
            -0-
            
            
            
            -0-
            
            
            
            56,481Gross Margin (Loss)
            
            
            -0-
            
            
            
            -0-
            
            
            
            (9,507
            )General
      and Administrative ExpensesOffice
      and general
            
            
            14,336
            
            
            
            13,570
            
            
            
            158,028Consulting
      fees
            
            
            28,050
            
            
            
            188,907
            
            
            
            724,984Marketing
      expenses
            
            
            -0-
            
            
            
            -0-
            
            
            
            894,738Management
      fees
            
            
            -0-
            
            
            
            -0-
            
            
            
            1,241,406Mineral
      property expenditures
            
            
            -0-
            
            
            
            90,000
            
            
            
            8,258,312Professional
      fees
            
            
            61,412
            
            
            
            191,220
            
            
            
            1,019,027Net
      Operating Loss
            
            $
            (103,798
            )
            
            $
            (483,697
            )
            
            $
            (12,296,495
            )Other
      Income(Expense)Gain
      on extinguishment
      of        accrued
      liabilities
            
            
            -0-
            
            
            
            -0-
            
            
            
            30,000Interest
      expense
            
            
            (679,445
            )
            
            
            (116,792
            )
            
            
            (928,846
            )Loss
      on disposal of available    for sale
      securities
            
            
            (215,190
            )
            
            
            -0-
            
            
            
            (215,190
            )Net
      gain on settlements
            
            
            -0-
            
            
            
            -0-
            
            
            
            5,590,784Total
      Other Income(Expense)
            
            
            (894,635
            )
            
            
            (116,792
            )
            
            
            4,476,748Net
      Loss
            
            $
            (998,443
            )
            
            $
            (600,489
            )
            
            $
            (7,829,254
            )Change
      in market value of available for sale securities
            
            
            -0-
            
            
            
            -0-
            
            
            $
            (215,190
            )Loss
      realized on disposal of securities
            
            
            215,190
            
            
            
            -0-
            
            
            
            215,190Comprehensive
      Loss
            
            $
            (783,243
            )
            
            $
            (600,489
            )
            
            
            (7,829,254
            )





Our
comprehensive loss during the nine month period ended February 28, 2010 was
approximately ($783,243) compared to a comprehensive loss of ($600,489) for the
nine month period ended February 28, 2009 (an increase of
$182,754).





During
the nine month period ended February 28, 2010 and February 28, 2009,
respectively, we did not generate any revenue. During the nine month period
ended February 28, 2010, we incurred general and administrative expenses in the
aggregate amount of $103,798 compared to $483,697 incurred during the nine month
period ended February 28, 2009 (a decrease of $379,899). The operating expenses
incurred during the nine month period ended February 28, 2010 consisted of: (i)
office and general of $14,336 (2009: $13,570); (ii) consulting fees of $28,050
(2009: $188,907); (iii) mineral property expenditures of $-0- (2009: $90,000);
and (iv) professional fees of $61,412 (2009: $191,220). The decrease in general
and administrative expenses incurred during the nine month period ended February
28, 2010 compared to the nine month period ended February 28, 2009 resulted
primarily from a decrease in consulting fees and professional 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


The
incurrence of general and administrative expenses resulted in a net operating
loss of ($103,798) during the nine month period ended February 28, 2010 compared
to a net operating loss of ($483,697) during the nine month period ended
February 28, 2009. Net operating loss was further increased by the recording of
interest expense of $679,445. (2009: $116,792), and a loss on disposal of
available for sale securities of $215,190 (2009: $-0-). This resulted in a net
loss of ($998,433) during the nine month period ended February 28, 2010 compared
to a net loss of ($600,489) during the nine month period ended February 28,
2009.





Net loss
during the nine month period ended February 28, 2010 was further decreased by
$215,190 (2009 $-0-) in loss realized on disposal of securities. Thus, our
comprehensive loss during the nine month period ended February 28, 2010 was
($783,243) or ($0.02) per share compared to a comprehensive loss of ($600,489)
or ($0.02) per share for the nine month period ended February 28, 2009. The
weighted average number of shares outstanding was 59,366,763 at February 28,
2010 compared to 38,389,953 at February 28, 2009.




Three
Month Period Ended February 28, 2010 Compared to Three Month Period Ended
February 28, 2009.




Our
comprehensive loss during the three month period ended February 28, 2010 was
approximately ($642,160) compared to a comprehensive loss of ($227,215) for the
nine month period ended February 28, 2009 (an increase of
$414,945).





During
the three month period ended February 28, 2010 and February 28, 2009,
respectively, we did not generate any revenue. During the three month period
ended February 28, 2010, we incurred general and administrative expenses in the
aggregate amount of $50,098 compared to $67,315 incurred during the three month
period ended February 28, 2009 (a decrease of $17,217). The operating expenses
incurred during the three month period ended February 28, 2010 consisted of: (i)
office and general of $8,376 (2009: $4,250); (ii) consulting fees of $6,750
(2009: $30,000); and (iii) professional fees of $34,972 (2009: $33,065). The
decrease in general and administrative expenses incurred during the three month
period ended February 28, 2010 compared to the three month period ended February
28, 2009 resulted primarily from a decrease in consulting 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 ($50,098) during the three month period ended February 28, 2010 compared
to a net operating loss of ($67,315) during the three month period ended
February 28, 2009. Net operating loss during the three month period ended
February 28, 2010 was further increased by the recording of a loss on disposal
of available for sale securities $215,190 (2009: $-0-) and interest expense of
$592,062 (2009: $41,900). This resulted in a net loss of ($857,350) during the
three month period ended February 28, 2010 compared to a net loss of ($109,215)
during the three month period ended February 28, 2009.







24


Net loss
during the three month period ended February 28, 2010 was decreased by $215,190
(2009 $-0-) in loss realized on disposal of securities. Net loss during the
three month period ended February 28, 2009 was further increased by $118,000
(2010: $-0-) in change in market value of securities. Thus, our comprehensive
loss during the three month period ended February 28, 2010 was ($642,160) or
($0.01) per share compared to a comprehensive loss of ($227,215) or ($0.00) per
share for the three month period ended February 28, 2009. The weighted average
number of shares outstanding was 102,196,786 at February 28, 2010 compared to
38,536,862 at February 28, 2009.





LIQUIDITY
AND CAPITAL RESOURCES





Nine
Month Period Ended February 28, 2010





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
February 28, 2010, our current assets were $11,658 and our current liabilities
were $223,258, resulting in a working capital deficit of $211,600. As at
February 28, 2010, our total assets were $176,668 compared to total assets of
$222,085 as at May 31, 2009. Total assets as at February 28, 2010 consisted of:
(i) $6,658 in cash; (ii) $5,000 in receivables; and (iii) $165,010 in deposits
on properties. As at February 28, 2010, our current liabilities were $223,258
compared to current liabilities of $2,203,490 as at May 31, 2009. Our current
liabilities consisted of $223,258 in accounts payable and accrued liabilities.
The substantial decrease in current liabilities was primarily due to the
decrease in shareholder’s loan and accrued interest resulting from the
settlement of certain outstanding advances and accrued interest. See “Item 2.
Unregistered Sales of Equity Securities.”





Stockholders’
deficit increased from ($1,981,405) as at May 31, 2009 to ($46,590) as at
February 28, 2010.




We have
not generated positive cash flows from operating activities. For the nine month
period ended February 28, 2010, net cash flow used in operating activities was
($101,131) compared to net cash flow used in operating activities of ($518,192)
for the nine month period ended February 28, 2009. Net cash flow used in
operating activities during the nine month period ended February 28, 2010
consisted primarily of a net loss of ($998,433) adjusted by $215,190 in non-cash
loss on disposal of available for sale securities and $592,062 in non cash
financing costs related to conversion of loans payable. Net cash flow used in
operating activities during the nine month period ended February 28, 2010 was
further changed by ($5,000) in increase in receivables, $87,385 change in
accrued interest on shareholder’s loan and $7,667 in accounts payable and
accrued liabilities. Net cash flow used in operating activities during the nine
month period ended February 28, 2009 consisted primarily of a net loss of
($600,489) changed by ($430) in increase in deposits, ($34,065) in accounts
payable and accrued liabilities and $116,792 in accrued interest on
shareholder’s loan.









25


During
the nine month period ended February 28, 2010, net cash provided by investing
activities was $54,810 compared to net cash flow provided by investing
activities of $-0- for the nine month period ended February 28, 2009. Net cash
flow provided by investing activities during the nine month period ended
February 28, 2010 pertained to $54,810 realized in proceeds on disposal of
available for sale securities.





During
the nine month period ended February 28, 2010, net cash flow provided by
financing activities was $50,904 compared to net cash flow provided by financing
activities of $515,000 for the nine month period ended February 28, 2009. Net
cash flow provided from financing activities during the nine month period ended
February 28, 2010 pertained to $350,000 received as proceeds on sale and
subscriptions of common stock offset by ($299,096) in proceeds from shareholder
advances net of repayments. Net cash flow provided from financing activities
during the nine month period ended February 28, 2009 pertained to $515,000
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.





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 nine month period ended February 28, 2010, 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.”









26


During
the nine month period ended February 28, 2010, 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 advanced by
the same shareholder under the same terms and conditions. During the nine month
period ended February 28, 2010, a further $25,904 was advanced by the same
shareholder under the same terms and conditions. During the nine month period
ended February 28, 2010, an aggregate of $325,000 of accrued interest was repaid
by us to the shareholder. Therefore, as at November 30, 2009, we owed an
aggregate of $1,776,188 in principal and accrued interest. Effective on December
7, 2009, our Board of Directors authorized the settlement of the remaining
outstanding amount due and owing of $1,776,188. The debt was evidenced by a
convertible promissory note dated December 1, 2009 in the principal amount of
$1,776,186 (the “Convertible Note”). In accordance with the terms and provisions
of the Convertible Note, in the event we could not repay the debt, the debt
could be satisfied pursuant to conversion of the debt into shares of our
restricted common stock at $0.03 per share. See “Item 2. Unregistered Sales of
Equity Securities”. In addition to the conversation the Company recognized an
additional expense of $592,062 to Additional Paid in Capital.


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.










27


ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




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




EXCHANGE
RATE




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




INTEREST
RATE




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




ITEM
4. CONTROLS AND PROCEDURES





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





As of
February 28, 2010, which is the end of the nine 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 February 28, 2010. 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.









28


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.





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 nine month period ended February 28, 2010. 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 nine
month period ended February 28, 2010 filed with the Securities and Exchange
Commission.














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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 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.









30


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.





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. 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 May 31, 2009, the 100,000 shares
received had an estimated value of $55,000 ($0.55 per share). During the nine
month period ended February 28, 2010, we sold the shares for net proceeds to us
of $54,810 for a loss on disposal of $215,190.





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 have
engaged legal counsel in connection with this matter 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.








31


On
approximately March 10, 2010, we received an order for production from the BCSC
with regards to production of certain documents under Section 141 of the
Securities of, RSBC 1996, c. 418. As of the date of this Quarterly Report, we
have fully responded to the BCSC and submitted all requested
documentation.




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
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.

















32





ITEM
5. OTHER INFORMATION





SETTLEMENT
OF DEBT




Effective
on December 7, 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 $1,776,186
(the “Debt”). The Debt was evidenced by that certain convertible promissory note
dated December 4, 2009 in the principal amount of $1,776,186 issued to the
Creditor evidencing the Debt (the “Convertible Note”). In accordance with the
terms and provisions of the Convertible 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.




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.








33


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.




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 Exhibit10.1
            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


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.





GENEVA
      RESOURCES, INC.Dated:
      April 13, 2010
            By:
            /s/ MARCUS
      JOHNSONMarcus
      Johnson, President/ChiefExecutive
      OfficerDated:
      April 13, 2010
            By:
            /s/ D. BRUCE HORTOND.
      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:
      April 13, 2010
            By:
            /s/ MARCUS
      JOHNSONDirector





Dated:
      April 13, 2010
            By:
            /s/ D.
      BRUCE HORTONDirector





Dated:
      April 13, 2010
            By:
            /s/
      ANGELO VIARDDirector














35