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

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

                     For the period ended November 30, 2007

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

        For the transition period from ______ to _______

                         COMMISSION FILE NUMBER: 0-32593

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

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

                          1005 TERMINAL WAY, SUITE 110
                               RENO, NEVADA 89502
                               __________________
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

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

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

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

Yes [X]   No[ ]


<PAGE>

Indicate by 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         Outstanding as of
the issuer's classes of common stock, as of the most         January 11, 2008
practicable date:
Class
Common Stock, $0.001 par value                          41,210,000

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


<PAGE>



                             GENEVA RESOURCES, INC.

                                   FORM 10-QSB

Part I.            FINANCIAL INFORMATION                                       1

Item 1.            FINANCIAL STATEMENTS

                        Balance Sheet                                        F-1
                        Statements of Operations                             F-2
                        Statements of Cash Flows                             F-3
                        Notes to Financial Statements                        F-4

Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION.                             2

Item 3.            CONTROLS AND PROCEDURES.                                   11

Part II            OTHER INFORMATION.

                       Item 1 LEGAL PROCEEDINGS.                              12

Item 2.            CHANGES IN SECURITIES AND USE OF PROCEEDS.                 13

Item 3.            DEFAULTS UPON SENIOR SECURITIES.                           13

Item 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.       14

Item 5.            OTHER INFORMATION.                                         14

Item 6.            EXHIBITS.                                                  17



<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




                             GENEVA RESOURCES, INC.
                          (FORMERLY GENEVA GOLD CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2007
                                   (UNAUDITED)










BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS


                                       1

<PAGE>

<TABLE>
<CAPTION>



                             GENEVA RESOURCES, INC.
                          (FORMERLY GENEVA GOLD CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS



                                                                                                 November,           May 31,
                                                                                                    2007               2007
__________________________________________________________________________________________________________________________________
                                                                                                (unaudited)

                                                             ASSETS

<S>                                                                                               <C>             <C>
CURRENT ASSETS
   Cash                                                                                           $      2,419    $        5,749
__________________________________________________________________________________________________________________________________

TOTAL ASSETS                                                                                      $      2,419    $        5,749
==================================================================================================================================



                                              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                       $    893,652    $    1,028,011

   Due to related parties (Note 5)                                                                      91,500            47,500
   Shareholder's loan and accrued interest (Note 6)                                                    767,234           414,890
__________________________________________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                                                            1,752,386         1,490,401
__________________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8 )

STOCKHOLDERS' DEFICIT
   Capital stock
   Authorized
      200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      41,210,000 shares of common stock (May 31, 2007 - 41,200,000)                                     41,210            41,200
   Additional paid-in capital                                                                        8,513,628         8,498,638
   Private placement subscriptions                                                                     400,000                 -
   Deficit accumulated during the development stage                                                (10,704,805)      (10,024,490)
__________________________________________________________________________________________________________________________________

TOTAL STOCKHOLDERS' DEFICIT                                                                         (1,749,967)       (1,484,652)
__________________________________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                       $      2,419    $        5,749
==================================================================================================================================

</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                          (FORMERLY GENEVA GOLD CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                                                                   Cumulative
                                                  Three months       Three            Six             Six         results from
                                                      ended       months ended       months         Months        April 5, 2004
                                                    November      November 30,       ended           Ended       (inception) to
                                                    30, 2007          2006         November        November       November 30,
                                                                                   30, 2007        30, 2006           2007
_________________________________________________________________________________________________________________________________

<S>                                                 <C>             <C>            <C>              <C>            <C>
REVENUE                                             $         -     $         -    $         -      $         -    $      46,974
_________________________________________________________________________________________________________________________________

DIRECT COSTS                                                  -               -              -                -           56,481
_________________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                    34,164          15,031         60,778           15,366          153,587
   Consulting fees                                       15,000          25,701         30,000           25,701          408,026
   Marketing expenses                                     3,460               -          7,020                -          884,241
   Management Fees                                        2,000               -         62,000                -          833,145
   Mineral Property Expenditures (Note 3)               154,089       7,500,000        334,923        7,500,000        7,952,783
   Professional fees                                    130,489          52,704        185,594           70,235          482,530
_________________________________________________________________________________________________________________________________
TOTAL GENERAL & ADMINISTRATION EXPENSES                 339,202       7,593,436        680,315        7,611,302       10,714,312
_________________________________________________________________________________________________________________________________

NET LOSS                                            $ (339,202)     $(7,593,436)     $(680,315)     $(7,611,302)   $ (10,704,805)
=================================================================================================================================




BASIC AND DILUTED LOSS PER COMMON SHARE             $     (0.01)    $     (0.20)   $     (0.02)     $     (0.20)
================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                      41,205,055      37,200,000     41,202,514       37,200,000
================================================================================================================

</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                          (FORMERLY GENEVA GOLD CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                                                    Cumulative
                                                                                                                   results from
                                                                                 Six months       Six months       April 5, 2004
                                                                                    ended            ended        (inception) to
                                                                                 November 30,     November 30,     November 30,
                                                                                     2007             2006              2007
__________________________________________________________________________________________________________________________________

<S>                                                                               <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                        $   (680,315)    $ (7,611,302)    $ (10,704,805)
  Adjustments to reconcile net loss to net cash used in operating activities:
      Non-cash mineral property expenditures                                            15,000        7,400,000         7,415,000
      Stock-based compensation                                                               -                -           965,671
  Changes in operating assets and liabilities:
      Accounts receivable                                                                    -                -                 -
      Prepaid expenses                                                                       -                -                 -
      Accrued interest on shareholder's loan                                            27,345                -            38,734
      Due to related parties                                                            44,000          (16,799)           91,500
      Accounts payable and accrued liabilities                                        (134,360)          73,693           893,652
__________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                                 (728,330)        (154,408)       (1,300,248)
__________________________________________________________________________________________________________________________________


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale of common stock                                                     400,000                -           574,167
  Proceeds from shareholder advances                                                   325,000          100,000           728,500

__________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                              725,000          100,000         1,302,667
__________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                         (3,330)         (54,408)            2,419

CASH, BEGINNING                                                                          5,749           73,383                 -
__________________________________________________________________________________________________________________________________

CASH, ENDING                                                                      $      2,419     $     18,975     $       2,419
==================================================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES
  Interest paid                                                                   $          -     $          -    $            -
==================================================================================================================================

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

</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-3
<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

During the quarter ended  November 30, 2006 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 the period the
Company  entered  into Option  Agreements  to obtain  mineral  leases in Canada,
Panama, Peru and Nigeria.

The Company  has  elected 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 $10,704,805. As at November
30, 2007, the Company has a working capital  deficit of $1,749,967.  The Company
requires  additional  funding  to meet its  ongoing  obligations  and  operating
losses.  The ability of the Company to continue as a going  concern is dependant
on raising  capital to fund its initial  business plan and  ultimately to attain
profitable operations.  Accordingly, these factors raise substantial doubt as to
the Company's  ability to continue as a going  concern.  The Company  intends to
continue to fund its mineral  exploration  business by way of private placements
and advances from related parties as may be required.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. 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 has been no material changes in the
information  disclosed  in the notes to the  financial  statements  for the year
ended May 31, 2007 included in the Company's  Annual Report on Form 10-KSB filed
with the Securities and Exchange  Commission.  The interim  unaudited  financial
statements  should  be read  in  conjunction  with  those  financial  statements
included in the Form  10-KSB.  In the  opinion of  Management,  all  adjustments
considered  necessary  for a fair  presentation,  consisting  solely  of  normal
recurring  adjustments,  have been made.  Operating  results  for the six months
ended November 30, 2007 are not  necessarily  indicative of the results that may
be expected for the year ending May 31, 2008.

COMPARATIVE FIGURES
Certain  comparative  figures have been  reclassified in order to conform to the
current year's financial statement presentation.

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.


                                      F-4
<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

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

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

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

Mineral property exploration costs are expensed as incurred.

When  mineral  properties  are  acquired  under  option  agreements  with future
acquisition  payments to be made at the sole  discretion  of the Company,  those
future payments,  whether in cash or shares,  are recorded only when the Company
has made or is obliged to make the payment or issue the shares.  Because  option
payments do not meet the  definition of tangible  property  under EITF 04-2, all
option payments are expensed as incurred.

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

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

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

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

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  As of November 30, 2007 any potential  costs relating
to the ultimate disposition of the Company's mineral property interests have not
yet been determinable.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at November  30, 2007 the Company had net  operating
loss carry forwards.  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.

NET LOSS PER SHARE
The Company  computes loss per share in accordance with SFAS No. 128,  "Earnings
per Share" which requires  presentation  of both basic and diluted  earnings per
share  on the face of the  statement  of  operations.  Basic  loss per  share is
computed by dividing net loss available to common  shareholders  by the weighted
average number of outstanding common shares during the


                                      F-5
<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

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

period.  Diluted loss per share gives effect to all  dilutive  potential  common
shares  outstanding  during the period.  Dilutive  loss per share  excludes  all
potential common shares if their effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION
The financial  statements are presented in United States dollars.  In accordance
with SFAS No. 52, "Foreign Currency  Translation",  foreign denominated monetary
assets and liabilities are translated to their United States dollar  equivalents
using foreign exchange rates which prevailed at the balance sheet date.  Revenue
and  expenses are  translated  at average  rates of exchange  during the period.
Related  translation  adjustments  are  reported  as  a  separate  component  of
stockholders'  equity,  whereas gains or losses  resulting from foreign currency
transactions are included in results of operations.

STOCK-BASED COMPENSATION
On March 1, 2006,  the Company  adopted  SFAS No. 123  (revised  2004) (SFAS No.
123R),  SHARE-BASED  PAYMENT,  which  addresses the accounting  for  stock-based
payment  transactions  in which an  enterprise  receives  employee  services  in
exchange for (a) equity  instruments of the enterprise or (b)  liabilities  that
are based on the fair value of the enterprise's  equity  instruments or that may
be settled by the  issuance of such equity  instruments.  In January  2005,  the
Securities and Exchange  Commission (SEC) issued Staff Accounting Bulletin (SAB)
No. 107, which provides supplemental  implementation guidance for SFAS No. 123R.
SFAS No. 123R  eliminates  the ability to account for  stock-based  compensation
transactions using the intrinsic value method under Accounting  Principles Board
(APB)  Opinion No. 25,  ACCOUNTING  FOR STOCK ISSUED TO  EMPLOYEES,  and instead
generally   requires   that  such   transactions   be  accounted   for  using  a
fair-value-based  method.  The  Company  uses the  Black-Scholes-Merton  ("BSM")
option-pricing  model to determine the  fair-value of  stock-based  awards under
SFAS No. 123R,  consistent with that used for pro forma  disclosures  under SFAS
No. 123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION.  The Company has elected the
modified  prospective  transition  method  as  permitted  by SFAS  No.  123R and
accordingly  prior  periods have not been restated to reflect the impact of SFAS
No. 123R. The modified  prospective  transition method requires that stock-based
compensation  expense  be  recorded  for  all new and  unvested  stock  options,
restricted  stock,  restricted  stock units,  and employee  stock  purchase plan
shares that are ultimately expected to vest as the requisite service is rendered
beginning on March 1, 2006. Stock-based  compensation expense for awards granted
prior to March 1, 2006 is based on the grant date fair-value as determined under
the pro forma provisions of SFAS No. 123.

Prior to the  adoption  of SFAS No.  123R,  the  Company  measured  compensation
expense for its  employee  stock-based  compensation  plans using the  intrinsic
value  method  prescribed  by APB  Opinion  No.  25.  The  Company  applied  the
disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, ACCOUNTING FOR
STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE, as if the fair-value-based
method had been applied in measuring compensation expense. Under APB Opinion No.
25, when the exercise price of the Company's employee stock options was equal to
the  market  price  of the  underlying  stock  on the  date  of  the  grant,  no
compensation expense was recognized.

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

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A)  GEORGES LAKE PROPERTY
On  October  20,  2006 the  Company  entered  into a  "Mineral  Property  Option
Agreement",  with War Eagle Mining Company, Inc., a TSX Venture Exchange company
("War Eagle").  pursuant to which War Eagle has granted the Company the sole and
exclusive  option to acquire a 70%  undivided  interest in and to seven  mineral
claims comprising a total of 979 hectares,  which are located in the Province of
Saskatchewan, Canada.

                                      F-6
<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(A)  GEORGES LAKE PROPERTY (CONTINUED)
After  review of the  property  the  Company  decided on  November  5, 2007 with
agreement from War Eagle Mining Company to terminate its Mineral Property Option
Agreement.

(B)  SAN JUAN PROPERTY
On November 16, 2006 the Company entered into a "Property Option Agreement" with
Petaquilla  Minerals  Ltd  ("Petaquilla").  Petaquilla  therein  has 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 which
are owned and controlled by Petaquilla's wholly-owned subsidiary.

In order to exercise the initial  portion of its Option (the "First  Option") to
acquire an initial 60% undivided  interest in and to the property the Company is
required:  (i) to pay to  Petaquilla  the  aggregate sum of $600,000 in cash, as
noted in 1, 3 and 4 below;
 (ii) issue Petaquilla 4,000,000 common shares from the treasury of the Company;
and (iii) incur, or cause to be incurred, directly or indirectly, and pay for an
aggregate of $6,000,000 in exploration expenditures as follows:

     1.   The sum of $100,000 in cash (paid).
     2.   4,000,000  common  shares of the Company to be issued and delivered to
          Petaquilla  within five  business days from the execution and delivery
          of the Option  Agreement.  On December  1, 2006 the Company  issued to
          Petaquilla  4,000,000  common shares from the treasury of the Company,
          at which  time  Petaquilla  became a  significant  shareholder  of the
          Company.  The  estimated  fair  value  of  the  4,000,000  shares  was
          $7,400,000 and has been recorded as mineral property  expenditures and
          included in operating results for the year ended May 31, 2007.
     3.   An  additional  $200,000  in cash to be  paid  by wire  transfer,  and
          exploration  expenditures  of not less than  $1,000,000 to be incurred
          and paid,  both on or before May 31, 2007. An  additional  $300,000 in
          cash to be paid by wire transfer, and exploration  expenditures of not
          less than  $3,000,000  to be incurred and paid,  both on or before May
          31, 2008.
     4.   Cumulative exploration  expenditures of not less than $6,000,000 to be
          incurred  and paid on or before  May 31,  2009.  Subject  to the prior
          exercise of the First  Option,  and in  accordance  with the terms and
          conditions  of the  Option  Agreement,  Petaquilla  has  therein  also
          granted to the Company  the  exclusive  right and further  option (the
          "Second Option") to increase the Company's  undivided  interest in the
          property  from 60% to 70% by  incurring  and paying for an  additional
          $3,000,000  in  exploration  expenditures  during the  period  between
          exercise of the First Option and May 31, 2010.
     5.   During the term of the Option  Agreement  Petaquilla  is  entitled  to
          nominate up to 40% of the total number of directors of the Company.
     6.   In  addition,  the Company is to  establish a stock  option plan which
          allocates  not less than 15% of the then issued  shares in the capital
          of the  Company  for the  granting  of  options  and  shall  grant  to
          Petaquilla,  or its nominees stock options equal in number to not less
          than one-third of the number of options allocated under such plan.

On January 30, 2007 the Company was advised that  Petaquilla  Minerals  Ltd. had
resolved to rescind its Property Option Agreement with the Company.  The Company
has disputed the alleged rescission and advised Petaquilla that the Option is in
good  standing.  Consequently,  on February 13, 2007 the Company,  in accordance
with the  provisions  of the  Agreement  and as a  consequence  of  Petaquilla's
purported rescission of the Agreement,  filed a notice with the British Columbia
International  Commercial  Arbitration Centre seeking  arbitration.  On March 5,
2007 the  Company  filed its  Statement  of Claim with the  arbitrators  seeking
specific  performance of the Agreement and damages. On April 10, 2007 Petaquilla
filed a Statement  of  Defence.  The parties  are  awaiting  formal  arbitration
proceedings  and  accordingly  the outcome of the  arbitration  is presently not
determinable.

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


                                      F-7
<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(C) VILCORO GOLD PROPERTY (CONTINUED)
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.
     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 of the signing of the Property Option Agreement.
     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.

(D)      ALLIED MINERAL PROPERTY
Effective  April 30, 2007,  the Company  entered into a Property  Financing  and
Operating  Agreement with Allied  Minerals  ("Allied"),  a company  incorporated
under the laws of the Federal  Republic of Nigeria.  Pursuant to the  Agreement,
Allied granted the Company the exclusive right and option, to acquire an initial
and undivided 65%  beneficial  and economic  interest in and to certain  mineral
licenses, claims, concessions or reservations situated in Nigeria.

Under the terms of the  Agreement,  the Company was granted a forty-five day due
diligence  period  starting on the  effective  date of the  Agreement  which has
subsequently  been extended to January 10, 2008. If the Company does not provide
Allied with written  notice to proceed (the  "Notice")  the  Agreement  shall be
treated as being at an end and of no further force and effect.

If the Company  provides Allied with written notice to proceed,  under the terms
of the Agreement,  the Company will be deemed to have exercised the Option,  and
shall be entitled to an undivided  initial 65% and  economic  interest in and to
the Property, provided that the Company:

     1.   Grants to Allied,  within five business days of the date of the notice
          to proceed  300,000 stock  options to acquire an equivalent  number of
          common shares of the Company, with the Share Options being exercisable
          for a period of three years from the grant date at an  exercise  price
          equal to the five-day  average  trading price of the Company's  shares
          preceding the date of delivery of the notice to proceed; and
     2.   Fund  certain  expenditures  on the  Property  totaling  not less than
          $3,000,000 commencing after the Notice to Proceed is given.
     3.   Each of the  Company  and Allied  will have the right to  appoint  one
          representative to the Board of Directors of the other party.


                                      F-8

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(D)  ALLIED MINERAL PROPERTY (CONTINUED)

     4.   The Company  will be the  operator of the Property and the Company and
          Allied will  establish a Management  Committee  to  determine  overall
          policies and  objectives  with a view to bringing  the  Property  into
          commercial production as a mine.
     5.   The  Company  will be required  to  contribute  100% of all costs with
          respect  to  the  Property.   Following   commencement  of  commercial
          production,  if any, the net profit  interests  will be 35% Allied and
          65% for the Company until such time a the Company has recouped 175% of
          its preproduction and production costs,  after which the Company shall
          be  entitled to received  52% of all cash flow from the  Property  and
          Allied  shall be  entitled  to  receive  48% of all cash flow from the
          Property.
     6.   If and when the Company has recouped 175% of its costs as set forth in
          item 5 and commercial  production  reaches 250 tons of mineral product
          per day, the Company  will issue to the order and  direction of Allied
          250,000  fully  paid and  non-assessable  shares  from  the  Company's
          treasury.

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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 7,500,000 (pre - 4:1
Forward  Split)  of their  restricted  founders'  shares,  previously  issued at
$0.0016 - $0.009 (pre - 4:1 Forward Split) 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

The Company's  capitalization  is 200,000,000  common shares with a par value of
$0.001 per share.  On January 12, 2007  shareholder  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.

As of  August  31,  2007 the  Company  has  received  $400,000  under a  private
placement.  The Units were offered at $1.00 per unit.  Each unit consists of one
common share and one warrant to acquire an additional common share,  exercisable
at $1.50 for twelve months.

On October 15, 2007 the Company  issued  10,000  common shares valued at $15,000
regarding a finders fee payment in  connection  with the Vilcoro  Gold  Property
Option Agreement.


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  maybe  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted

                                      F-9

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

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 3 years,  a risk free  interest rate of 4.49%,  a
dividend yield of 0% and expected  volatility of 164% and has been recorded as a
stock based compensation expense in the year ended May 31, 2007.

A summary of the  Company's  stock  options as of November  30, 2007 and changes
during the period ended is presented  below:  There were 1,500,000 stock options
granted in fiscal 2007.

<TABLE>
<CAPTION>

______________________________________________________________________________________________________________________
                                      Number of Options    Weighted average exercise     Weighted average remaining
                                                                Price per share          Contractual life (in years)
______________________________________________________________________________________________________________________
<S>                                       <C>                        <C>                            <C>
Outstanding at May 31, 2006                   -                        -                              -
______________________________________________________________________________________________________________________
Granted                                   1,500,000                    -                              -
______________________________________________________________________________________________________________________
Exercised                                     -                        -                              -
______________________________________________________________________________________________________________________
OUTSTANDING AT MAY 31, 2007 AND           1,500,000                  $1.00                          9.45
NOVEMBER 30, 2007
______________________________________________________________________________________________________________________

</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES
During the six month  period  ended  November  30,  2007,  the Company  incurred
$62,000 for  management  fees to officers and  directors  (2006 - $16,799).  The
total amount  owing to the  officers  and  directors as of November 30, 2007 was
$91,500 (May 31, 2007 - $47,500.)

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

NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006 a significant  shareholder of the Company advanced $100,000
to Petaquilla on behalf of the Company (Refer to Note 3). Additional advances of
$303,500 were received during the year ended May 31, 2007. During the six months
ended  November  30,  2007 an  additional  $325,000  was  advanced  by the  same
shareholder  under the same terms and  conditions.  These amounts are unsecured,
bear interest at 10% per annum,  and have no set terms of  repayment.  The total
amount  outstanding  as of  November  30,  2007  including  accrued  interest is
$767,234.

NOTE 8 - CONTINGENCY
________________________________________________________________________________

During July 2007 we terminated our  President's  employment  for cause.  She has
since made  certain  false  allegations  against the  Company,  as  specifically
described  in the body of the  November  30, 2007  10-QSB.  Although the Company
refutes her allegations and believes  termination was justified,  it is possible
that the  Company  may be exposed to a loss  contingency.  However the amount of
such loss, if any, cannot be reasonably estimated at this time.


                                      F-10


<PAGE>



                           FORWARD LOOKING STATEMENTS

Statements made in this Form 10-QSB 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-QSB 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 OR PLAN 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  February  28,  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 American
and  internationally.  As of the  date of this  Quarterly  Report,  our  mineral
interests  consist mainly of options  agreements on exploration stage properties
as discussed  below. We have not established any proven or probable  reserves on
our mineral property interests.

                                       2
<PAGE>

MINERAL PROPERTIES

         GEORGE LAKE PROPERTY

On  approximately  October 20, 2006, we entered into a mineral  property  option
agreement  (the "George Lake Option  Agreement")  with War Eagle Mining  Company
("War  Eagle").  In accordance  with the terms and provisions of the George Lake
Option Agreement: (i) War Eagle granted to us the sole and exclusive option (the
"Option") to acquire a 70%  undivided  interest in and to seven  mineral  claims
comprising  a total of 979  hectares  located in the  Province of  Saskatchewan,
Canada.

After review of the  property  the Company  decided on November 5, 2007 with the
agreement from War Eagle Mining Company to terminate its Mineral Property Option
Agreement.


         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, as
described below.

On January  30,  2007,  we  received  notice  pursuant  to a news  release  from
Petaquilla that the board of directors of Petaquilla has resolved to rescind the
Petaquilla  Option  Agreement.  We were  current  in our  obligations  under the
Petaquilla  Option  Agreement  and disputed the alleged  rescission  and advised
Petaquilla that the Option was in good standing.  Consequently,  on February 13,
2007, in accordance with the provisions of the Petaquilla  Option  Agreement and
as a result  of  Petaquilla's  purported  rescission  of the  Petaquilla  Option
Agreement, we filed a notice with the British Columbia International  Commercial
Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement
of Claims with the arbitrators  seeking  specific  performance of the Petaquilla
Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of
Defense.  As of the  date of  this  Quarterly  Report,  we are  awaiting  formal
arbitration proceedings. "Part II. Item 1. Legal Proceedings."

FIRST OPTION.  In order to exercise the initial portion of the Option to acquire
an initial 60%  undivided  interest in and to the San Juan  Property (the "First
Option"),  we are  required  to:  (i) pay to  Petaquilla  the  aggregate  sum of
$600,000 (of which $100,000 was paid on approximately  November 17, 2006);  (ii)
issue to  Petaquilla  4,000,000  shares of our  restricted  common  stock (which
4,000,000  shares were issued as of December 1, 2006);  and (iii) incur or cause
to be incurred  directly or indirectly and pay for an aggregate of $6,000,000 in
cumulative exploration  expenditures as follows: (a) the sum of $100,000,  which
has been paid to Petaquilla;  (b) issue  4,000,000  shares of restricted  common

                                       3
<PAGE>


stock,  which have been  issued to  Petaquilla;  (c)  payment  of an  additional
$200,000 and incurrence and payment of exploration expenditures of not less than
$1,000,000 on or before May 31, 2007; (d) payment of an additional  $300,000 and
incurrence and payment of exploration  expenditures  of not less than $3,000,000
on or  before  May 31,  2008;  and (e)  incurrence  and  payment  of  cumulative
exploration expenditures of not less than $6,000,000 on or before May 31, 2009.

As of December 1, 2006, we satisfied our current obligations with respect to the
exercise of the First Option under the Petaquilla Option Agreement to acquire an
initial 60% undivided  interest in and to the San Juan Property.  SECOND OPTION.
Subject to the prior  exercise of the First  Option and in  accordance  with the
terms and conditions of the Petaquilla Option Agreement,  Petaquilla  granted to
us the exclusive right and further  portion of the Option (the "Second  Option")
to increase our  undivided  interest in and to the San Juan Property from 60% to
70% by incurring and paying for  $3,000,000 in exploration  expenditures  during
the period  between the  delivery of the Notice of  Election  and May 31,  2010.
Within  sixty (60) days  following  the  exercise  of the First  Option,  we are
required to give Petaquilla notice (the Notice of Election) that either:  (i) we
elect to accept the grant of the Second  Option;  or (ii) we elect not to accept
the Second  Option.  If we make the  election,  then all further work on the San
Juan Property and the subsequent relationship between us and Petaquilla shall be
governed by a joint venture agreement between the parties. If we elect to accept
the grant of the Second  Option but fail to exercise the Second  Option,  we and
Petaquilla shall have initial interests of 60% and 40%,  respectively.  We shall
be deemed to have  exercised the Second Option and thus acquired a 70% undivided
interest in the San Juan Property by having  incurred and paid for $3,000,000 in
exploration expenditures during the period between the delivery of the Notice of
Election and May 31, 2010.  If we fail to incur the  $3,000,000  in  exploration
expenditures  by the end of the last day, we may at any time within fifteen days
of such  day  make a cash  payment  to  Petaquilla  in an  amount  equal  to the
deficiency in the $3,000,000 exploration expenditures to be incurred.

         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").

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we are  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 Annual  Report,  has been paid;  (ii) $100,000 due on or before
the 12-month  anniversary  of execution of the Vilcoro Option  Agreement  (which
date is  approximately  February  23, 2008 and as of the date of this  Quarterly

                                       4
<PAGE>


Report has not been  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
are 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 not been
issued);  and (ii)  incur  costs  totaling  $2,5000,000  as  follows:  (a) first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Vilcoro  Option  Agreement  (which date has been extended to
March 31, 2008 and of which  $250,000  has been  incurred as of the date of this
Quarterly  Report;  (b) second  expenditure of $750,000 are 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  are 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 will be the
operator of the Vilcoro  Properties  and will  receive an 8% operator fee on all
exploration expenditures;  (ii) once we exercise the Vilcoro Option, we agree to
pay 100% of all on-going  exploration,  development  and production  costs until
commercial  production (the "Production  Costs"); and (iii) we have the right to
receive  100%  of any  cash  flow  from  commercial  production  of the  Vilcoro
Properties until we have recouped the Production Costs after which the cash flow
will be allocated 66% to us and 34% to St. Elias.

PHASE I EXPLORATION  PROGRAM.  As of the date of this Quarterly  Report,  we are
engaged in our Phase I exploration  program.  A total of 256 channel samples and
28 check samples have 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 has  defined  two
mineralized  trends  referred  to as the Main  Trend  and the South  Trend.  Six
individual mineralized zones (Zones 1 through 6) have been identified within the
Main Trend and three individual  mineralized zones (Zones A through C) have been
identified within the South Trend. The South Trend lies approximately 200 meters
to the south of the Main Trend and comprises an east-west alignment (parallel to
the Main Trend) of mineralized hydrobreccia occurrences in three zones.
Management is pleased with the evidence of  disseminated  mineralization  on the
Vilcoro  Properties  with  average  ore  grades  of 0.8 g/t,  and is  continuing
fieldwork at Vilcoro  Properties with emphasis on additional  trenching  between
the individual zones on the Main Trend.

         NIGERIA PROPERTY

Effective  April 30, 2007,  we entered into a property  financing  and operating
agreement  (the  "Operating   Agreement")  with  Allied   Minerals,   a  company
incorporated  under  the  laws  of the  Federal  Republic  of  Nigeria  ("Allied
Minerals").  Pursuant to the Operating Agreement, Allied Minerals granted us the
exclusive right and option (the  "Option"),  to acquire an initial and undivided

                                       5
<PAGE>


65% beneficial and economic interest in and to certain mineral licenses, claims,
concessions  or  reservations  situated in Nigeria  (collectively,  the "Nigeria
Property").

Under the terms of the Operating  Agreement,  we were granted a forty-five  (45)
day due diligence period (the "Due Diligence  Period") starting on the effective
date of the Operating  Agreement,  which has been subsequently  extended on June
12, 2007, August 7,  2007,September  18, 2007 and October 24, 2007 respectively.
During the Due  Diligence  Period,  we have  access to Allied  Mineral's  books,
records and properties to make such  investigation  as we consider  advisable to
enable us to determine whether to proceed with the Option. On or before the last
day of the Due  Diligence  Period (which was January 10, 2008 and which date has
been  extended to January 31,  2008),  we could elect in writing to proceed with
the Option (the "Notice to Proceed").  If we do not provide Allied Minerals with
the Notice to Proceed, the Operating Agreement will be treated as terminated and
of no further force and effect. If we subsequently  provide Allied Minerals with
the Notice to Proceed,  under the terms of the  Agreement,  we will be deemed to
have  exercised  the  Option  (the  "Exercise"),  and  shall be  entitled  to an
undivided  initial 65%  beneficial  and economic  interest in and to the Nigeria
Property,  provided that we: (i) grant to Allied Minerals,  within five business
days of the date of the Notice to Proceed  (subject to the prior  receipt of all
required regulatory  requirements and/or approvals,  if any, as set forth in the
Operating  Agreement),  300,000  stock  options  (the  "Options")  to acquire an
equivalent  number  of our  shares  of  common  stock,  with the  Options  being
exercisable for a period of three years from the grant date at an exercise price
equal to the five-day average trading price of our shares of common stock on the
NASD  over-the-counter  bulletin  board  preceding  the date of  delivery of the
Notice to Proceed;  and (ii) fund certain  expenditures on the Nigeria  Property
totaling  not less than  $3,000,000  commencing  after the  Notice to Proceed is
given.

Under further terms of the Operating Agreement,  after Exercise:  (i) we will be
the operator of the Nigeria Property; (ii) together with Allied Minerals we will
establish a  management  committee to determine  overall  policies,  objectives,
procedures,  methods and actions  under the Operating  Agreement  with a view to
bringing the Nigeria Property into commercial production as a mine; and (iii) we
will each have the right to appoint one representative to the board of directors
of the  other  party.  With  effect  from  Exercise  until the  commencement  of
commercial  production of the Nigeria  Property,  if any, we will be required to
contribute  100% of all costs with  respect to the Nigeria  Property.  Following
commencement of commercial production,  if any, the net profit interests will be
35% for Allied and 65% for us until  such time as we have  recouped  175% of our
pre-production and production costs, after which we shall be entitled to receive
52% of all cash flow from the  Nigeria  Property  and Allied  Minerals  shall be
entitled to receive 48% of all cash flow from the Nigeria Property. In addition,
if and when we have recouped 175% of our costs as set forth above and commercial
production  reaches 250 tons of mineral product per day, we will issue to Allied
Minerals 250,000 shares of our common stock.

EXTENSION OF OPTION AND DUE DILIGENCE PERIOD. We extended the Option term in the
Operating  Agreement and our Due Diligence  Period from its original  forty-five
day to a new term of two hundred and thirty (230) days. Our management requested
the  extensions in order to complete our sampling and grade  testing  program on
the  Allied  Mineral  Properties  located  in the Wase  area of  Plateau  State,
Nigeria. As of the date of this Quarterly Report, we have completed the sampling

                                       6
<PAGE>


and grade testing process of the most easterly side of the Nigeria Property.  In
the  Jawando  area on the  east  die of the  Nigeria  Property,  copper  ore was
recovered  from trenches cut in a wide spread,  multi-vein  sequence.  Assays on
samples taken indicated Cu at 31.27% and Pb at 8.97%. To the south of the copper
vein sequence in the Gimbi area of the Nigeria Property,  zinc ore was recovered
from a trench cut in another view sequence.  Assays indicated Za at 60.29%.  Our
geological team attempted to acquire copper ore samples from the western side of
the Nigeria  Property in the Mavo area.  Although a great deal of overburden was
pushed  aside,  the area believed to contain a  copper-bearing  ore body was not
exposed because of the very hard cap rock encountered.

We intend to  utilize  the  extended  Option  term and Due  Diligence  Period to
attempt a blast and  trench  sampling  program  on the west side of the  Nigeria
Property.  In the event this fails to get beyond the cap rock into the potential
copper-bearing  vein  beneath,  a core rig will be mobilized to  accomplish  the
task. It is anticipated  that during this time frame,  our geological  team will
also  carry out  additional  trenching  delineation  work on the major zinc vein
encountered in the Gimbi area.

RESULTS OF OPERATION

SIX-MONTH  PERIOD  ENDED  NOVEMBER 30, 2007  COMPARED TO SIX-MONTH  PERIOD ENDED
NOVEMBER 30, 2006.

The  summarized  consolidated  financial  data set forth in the tables below and
discussed in this section  should be read in conjunction  with our  consolidated
financial statements and related notes for the three-month period ended November
30, 2007 and 2006,  which  financial  statements are included  elsewhere in this
Quarterly Report.

<TABLE>
<CAPTION>

________________________________________________________________________________________________________
                                             SIX-MONTH PERIOD ENDED            SIX-MONTH PERIOD ENDED
                                                NOVEMBER 30, 2007                 NOVEMBER 30, 2006
                                                   (UNAUDITED)                       (UNAUDITED)
________________________________________________________________________________________________________
<S>                                               <C>                             <C>
REVENUE                                                -0-                               -0-
________________________________________________________________________________________________________
DIRECT COSTS                                           -0-                               -0-
________________________________________________________________________________________________________
GROSS MARGIN                                           -0-                               -0-
________________________________________________________________________________________________________
GENERAL AND ADMINISTRATIVE EXPENSES
________________________________________________________________________________________________________
  Office and general                                 60,778                            15,366
________________________________________________________________________________________________________
  Consulting fees                                    30,000                            25,701
________________________________________________________________________________________________________
  Marketing expenses                                  7,020                             -0-
________________________________________________________________________________________________________
  Management fees                                    62,000                             -0-
________________________________________________________________________________________________________
  Mineral property expenditures                     334,923                         7,500,000
________________________________________________________________________________________________________
  Professional fees                                 185,594                            70,235
________________________________________________________________________________________________________
NET LOSS                                          ($680,315)                      ($7,611,302)
________________________________________________________________________________________________________

</TABLE>

Our  net  loss  during  the  six-month   period  ended  November  30,  2007  was
approximately  ($680,315)  compared  to a  net  loss  of  ($7,611,302)  for  the
six-month period ended November 30, 2006 (a decrease of $6,930,987).

                                       7
<PAGE>


During the six-month periods ended November 30, 2007 and 2006, respectively,  we
did not generate any revenue.  During the  six-month  period ended  November 30,
2007, we incurred general and administrative expenses in the aggregate amount of
$680,315  compared to  $7,611,302  incurred  during the  six-month  period ended
November 30, 2006 (an increase of $6,930,987).  The operating  expenses incurred
during the six-month  period ended  November 30, 2007  consisted of: (i) mineral
property expenditures of $334,923 (2006: $7,500,000); (ii) office and general of
$60,778 (2006: $15,366);  (iii) consulting fees of $30,000 (2006: $25,701); (iv)
management  fees of $62,000  (2006:  $-0-);  (v)  professional  fees of $185,594
(2006:  $70,235);  and (vi)  marketing  expenses  of $7,020  (2006:  $-0-).  The
increase in expenses  incurred  during the six-month  period ended  November 30,
2007 compared to the six-month period ended November 30, 2006 resulted primarily
from the substantial  increase in mineral property  expenditures  based upon the
increase  in scale and scope of  exploratory  and  acquisition  programs  and an
increase  in  overall  office  and  general  expenses,   professional  fees  and
management fees.

The decrease in net loss during the  six-month  period  ended  November 30, 2007
compared  to the  six-month  period  ended  November  30,  2006 is  attributable
primarily to the substantial increase in mineral property  expenditures relating
to the increase in the scale and scope of acquisition and  exploratory  programs
and to the increase in overall office and general  expenses,  professional  fees
and  management  fees.  Consulting,  management and  professional  fees incurred
during the six-month period ended November 30, 2007 increased  pertaining to the
increase in acquisition  and  development of our mineral  properties and related
contracted  services.  General and  administrative  expenses  generally  include
corporate overhead,  financial and administrative contracted services, marketing
and consulting costs.

Our net loss during the six-month  period ended November 30, 2007 was ($680,315)
or ($0.02) per share compared to a net loss of ($7,611,302) or ($0.20) per share
for the six-month period ended November 30, 2006. The weighted average number of
shares outstanding was 41,202,514 at November 30, 2007 compared to 37,200,000 at
November 30, 2006.

THREE-MONTH  PERIOD ENDED NOVEMBER 30, 2007 COMPARED TO THREE-MONTH PERIOD ENDED
NOVEMBER 30, 2006.

Our net  loss  during  the  three-month  period  ended  November  30,  2007  was
approximately  ($339,202)  compared  to a  net  loss  of  ($7,593,436)  for  the
three-month period ended November 30, 2006 (a decrease of $7,254,234).

During the three-month  periods ended November 30, 2007 and 2006,  respectively,
we did not generate any revenue.  During the  three-month  period ended November
30,  2007,  we incurred  general and  administrative  expenses in the  aggregate
amount of $339,202 compared to $7,593,436 incurred during the three-month period
ended  November 30, 2006 (an increase of  $7,254,234).  The  operating  expenses
incurred during the three-month period ended November 30, 2007 consisted of: (i)
mineral property  expenditures of $154,089 (2006:  $7,500,000);  (ii) office and
general of $34,164  (2006:  $15,031);  (iii)  consulting  fees of $15,000 (2006:
$25,701); (iv) management fees of $2,000 (2006: $-0-); (vi) professional fees of
$130,489 (2006: $52,704); and (v) marketing expenses of $3,460 (2006: $-0-). The
increase in expenses  incurred during the three-month  period ended November 30,
2007 compared to the three-month period ended November 30, 2006 resulted

                                       8
<PAGE>


primarily from the substantial  increase in mineral property  expenditures based
upon the increase in scale and scope of exploratory and acquisition programs and
an  increase  in overall  office and  general  expenses,  professional  fees and
management fees.

The decrease in net loss during the  three-month  period ended November 30, 2007
compared to the  three-month  period  ended  November  30, 2006 is  attributable
primarily to the substantial increase in mineral property  expenditures relating
to the increase in the scale and scope of acquisition and  exploratory  programs
and to the increase in overall office and general  expenses,  professional  fees
and  management  fees.  Consulting,  management and  professional  fees incurred
during the  three-month  period ended November 30, 2007 increased  pertaining to
the  increase in  acquisition  and  development  of our mineral  properties  and
related  contracted  services.  General and  administrative  expenses  generally
include corporate overhead,  financial and administrative  contracted  services,
marketing and consulting costs.

Our net  loss  during  the  three-month  period  ended  November  30,  2007  was
($339,202)  or  ($0.01)  per share  compared  to a net loss of  ($7,593,436)  or
($0.20) per share for the  three-month  period  ended  November  30,  2006.  The
weighted  average  number of shares  outstanding  was 41,205,055 at November 30,
2007 compared to 37,200,000 at November 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

SIX-MONTH PERIOD ENDED NOVEMBER 30, 2007

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 the  six-month  period ended  November 30, 2007,  our current  assets were
$2,419 and our  current  liabilities  were  $1,752,386,  resulting  in a working
capital  deficit of  $1,749,967.  As at the six-month  period ended November 30,
2007, our total assets were $2,419 consisting of current assets only compared to
total  assets of $5,749 at fiscal year ended May 31, 2007.  As at the  six-month
period ended November 30, 2007, our current liabilities were $1,752,386 compared
to current  liabilities  of  $1,490,401  at fiscal year ended May 31, 2007.  Our
current  liabilities  consisted of: (i) $893,652 in accounts payable and accrued
liabilities; (ii) $767,234 in shareholder's loan and accrued interest; and (iii)
$91,500 due to related parties.  The slight increase in current  liabilities was
primarily due to the increase in  shareholder's  loan and amounts due to related
parties relating to the increased scale and scope of business activity.

Stockholders'  deficit  increased  from  ($1,484,652)  as at  May  31,  2007  to
($1,749,967) as at November 30, 2007.

We have not generated  positive cash flows from  operating  activities.  For the
six-month  period  ended  November  30,  2007,  net cash flow used in  operating
activities was ($728,330) compared to net cash flow used in operating activities
of ($154,408)  for the six-month  period ended  November 30, 2006. Net cash flow
used in operating activities during the six-month period ended November 30, 2007

                                       9
<PAGE>

consisted  primarily  of a net loss of  ($680,315)  adjusted  by $44,000  due to
related  party,  ($134,360)  in accounts  payable and  accrued  liabilities  and
$15,000 in non-cash mineral property expenditures, and by an increase of $27,345
in accrued interest on shareholder's loan.

During the six-month  period ended  November 30, 2007, net cash flow provided by
financing  activities  was  $725,000  compared  to net cash flow from  financing
activities of $100,000 for the  six-month  period ended  November 30, 2006.  Net
cash flow provided from financing  activities  during the six-month period ended
November  30, 2007  pertained  primarily  to $400,000  received as proceeds  for
shares  of common  stock  issued  and  $325,000  as  proceeds  from  shareholder
advances.

PLAN OF OPERATION

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

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

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2007 and May 31, 2006 audited  financial  statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going  concern.  The  financial  statements  have been prepared
"assuming that we will continue as a going concern," which  contemplates that we
will  realize our assets and  satisfy our  liabilities  and  commitments  in the
ordinary course of business.

MATERIAL COMMITMENTS

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

VILCORO OPTION AGREEMENT

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we are  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 Annual  Report,  has been paid;  (ii)  $100,000 cash and 50,000
shares  of the  Company's  common  stock  are  due  on or  before  the  12-month
anniversary of execution of the Vilcoro Option Agreement; and (iii) $200,000 due

                                       10
<PAGE>

on or before  the  24-month  anniversary  of  execution  of the  Vilcoro  Option
Agreement. In accordance with further terms and provisions of the Vilcoro Option
Agreement,  we are  further  required  to incur  costs  totally  $2,5000,000  as
follows:  (a) first  expenditure  of  $500,000  to be  incurred on or before the
12-month  anniversary of execution of the Vilcoro Option  Agreement,  (b) second
expenditure of $750,000 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 to be incurred on or before the 36-month  anniversary of execution of
the Vilcoro Option Agreement.

PETAQUILLA OPTION AGREEMENT

Under the terms of the Petaquilla Option Agreement,  we are required to: (i) pay
to  Petaquilla  the  aggregate  sum of $600,000  (of which  $100,000 was paid on
approximately  November  17,  2006);  and (ii)  incur  or  cause to be  incurred
directly or  indirectly  and pay for an aggregate of  $6,000,000  in  cumulative
exploration  expenditures  as follows:  (a) the sum of $100,000,  which has been
paid to  Petaquilla);  (b) issue  4,000,000  shares of restricted  common stock,
which have been issued to Petaquilla;  (c) payment of an additional $200,000 and
incurrence and payment of exploration  expenditures  of not less than $1,000,000
on or before May 31, 2007, which has not been paid due to the alleged rescission
by Petaquilla of the Petaquilla Option  Agreement;  (d) payment of an additional
$300,000 and incurrence and payment of exploration expenditures of not less than
$3,000,000  on or  before  May 31,  2008;  and (e)  incurrence  and  payment  of
cumulative exploration expenditures of not less than $6,000,000 on or before May
31, 2009.

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of $303,500  were
received  during  fiscal year ended May 31, 2007.  During the  six-month  period
ended  November  30,  2007,  an  additional  $325,000  was  advanced by the same
shareholder under the same terms and conditions. These amounts are unsecured and
accrue interest at 10% per annum and have no established terms of repayment.  As
at November 30, 2007,  we owe an aggregate of $767,234 in principal  and accrued
interest.

ITEM 3. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management,  including Marcus Johnson, our President/Chief Executive Officer
("CEO")  and D.  Bruce  Horton,  our Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of November 30, 2007.  Based on that evaluation,  Messrs.  Johnson
and Horton concluded that our disclosure  controls and procedures were effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers also  confirmed  that there was no change in our internal
control over financial  reporting during the six-month period ended November 30,
2007 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

                                       11
<PAGE>


AUDIT COMMITTEE

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

The audit  committee has reviewed and discussed  with  management  our unaudited
financial statements as of and for the six-month period ended November 30, 2007.
The audit  committee has also  discussed with De Joya Griffith & Company LLC the
matters  required to be discussed by  Statement  on Auditing  Standards  No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public  Accountants.  The audit committee
has received and  reviewed the written  disclosures  and the letter from De Joya
Griffith & Company LLC required by Independence  Standards Board Standard No. 1,
Independence  Discussions with Audit Committees,  as amended,  and has discussed
with De Joya Griffith & Company LLC their independence.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors that the unaudited  financial  statements
referred  to above be included  in our  Quarterly  Report on Form 10-QSB for the
six-month  period ended November 30, 2007 filed with the Securities and Exchange
Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

PETAQUILLA OPTION AGREEMENT

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

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

We have instructed counsel to vigorously pursue all claims against Petaquilla on
our behalf.  As of the date of this  Quarterly  Report,  we are awaiting  formal
arbitration  proceedings  and  accordingly  the  outcome of the  arbitration  is
presently  not  determinable.  While the result of  arbitration  is difficult to
predict,  we  believe  we  have  a  significant   likelihood  of  prevailing  or
successfully pursuing our claims against Petaquilla.

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

                                       12
<PAGE>

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  respecting  certain  of  our  material  property  interests.   As  a
consequence of the CTO, we are now seeking legal advice in connection  with this
matter  and expect to be in  communication  with the BCSC  promptly  in order to
determine the exact manner in which we will be able to satisfy the  requirements
of NI 43-101,  as required by the  parameters  as set forth for foreign  issuers
under  Canadian  National  Instrument  71-102  CONTINUOUS  DISCLOSURE  AND OTHER
EXEMPTIONS  RELATING  TO  FOREIGN  ISSUERS.

Other than as disclosed above,  management is not aware of any legal proceedings
contemplated  by any  governmental  authority or any other party involving us or
our  properties.  However,  during July 2007,  we terminated  the  employment of
Stacey Kivel, our then President,  for cause.  Subsequently,  Ms. Kivel has made
certain false allegations against us as specifically described in "Item 5. Other
Information - Resignation of Director".  Although we refute her  allegations and
believe  termination  was justified,  it is possible that we may be exposed to a
loss contingency,  which cannot be reasonably  estimated at this time. As of the
date of this Quarterly Report, no director,  officer or affiliate is (i) a party
adverse to us in any legal proceeding,  or (ii) has an adverse interest to us in
any legal  proceedings.  Management is not aware of any other legal  proceedings
pending or that have been threatened against us or our properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERING

During the six-month  period ended  November 30, 2007, we issued an aggregate of
400,000  shares of our  restricted  common stock through a private  placement of
Units,  at $1.00 per Unit for total proceeds of $400,000.  Each unit consists of
one common  share in our capital  stock and one  non-transferable  common  stock
purchase warrant at an exercise price of $1.50 per Warrant Share. The expiration
date for the warrants is August 2008. The investor  understood the economic risk
of an investment in the securities, and that the investor had the opportunity to
ask questions of and receive answers from our management  concerning any and all
matters related to acquisition of the securities. No underwriter was involved in
the transaction.

FINDERS' FEE

On October 15, 2007, we issued 10,000 shares of our  restricted  common stock at
an aggregate value of $15,000 as consideration  for payment of a finders' fee in
connection with the Vilcoro Option Agreement.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

                                       13
<PAGE>


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

Not applicable.

ITEM 5. OTHER INFORMATION

RESIGNATION OF DIRECTOR

We received a letter from Stacey Kivel dated  October 1, 2007 (the  "Resignation
Letter"),  tendering her resignation as one of our directors.  Ms. Kivel did not
serve on any committees of the Board of Directors.

In the Resignation  Letter,  Ms. Kivel alleges that she is resigning  because we
had taken  illegal  actions  in the  conduct  of our  affairs  and in our unfair
treatment of her during her tenure and ultimate termination as our President and
Chief  Executive  Officer on July 12, 2007.  Ms. Kivel  itemized  eight separate
actions  of  alleged  wrongdoing,  the most  serious  of which  consisted  of an
allegation that certain members of our Board of Directors acted to terminate Ms.
Kivel as our  President  and Chief  Executive  Officer for various  spurious and
insupportable  reasons in retaliation  for her efforts to comply with rulemaking
promulgated  pursuant  to the  Sarbanes-Oxley  Act of 2002  and the  laws of the
United States.

Our Board of Directors had resolved to terminate Ms.  Kivel's  employment as our
officer  at the Board of  Director  meeting  held on July 12,  2007.  Ms.  Kivel
received  notice  of and  participated  in  that  meeting  by way of  conference
telephone.  Our Board of Directors  believes that the  allegations of wrongdoing
contained in the Resignation  Letter are unsupported and  self-serving,  and are
essentially a reiteration of certain  allegations  of misconduct  that Ms. Kivel
did not raise until after her  termination as our President and Chief  Executive
Officer.  Given  the  seriousness  of the  earlier  allegations,  our  Board  of
Directors  formed a Special  Committee in July 2007 to  investigate  Ms. Kivel's
complaints and to report back to the Board of Directors.

The  Special  Committee  delivered  its  report  to our  Board of  Directors  on
September 29, 2007 (the "Special Committee  Report"),  having concluded that the
allegations  of  misconduct  made by Ms.  Kivel  were  baseless,  and that there
appeared to be justification for the termination of her employment as an officer
for cause.

CERTAIN FINDINGS OF THE SPECIAL COMMITTEE

Given the Special Committee's earlier investigation into Ms. Kivel's complaints,
our  Board  of  Directors   instructed  the  Special  Committee  to  review  the
Resignation Letter. The Special Committee's findings on Ms. Kivel's more serious
allegations as to corporate and director misconduct are set forth below:

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<PAGE>

(1) As indicated  above, Ms. Kivel has alleged that certain members of our Board
of Directors acted to terminate her as our President and Chief Executive Officer
in retaliation for her efforts to comply with rulemaking promulgated pursuant to
the  Sarbanes-Oxley  Act of 2002 and the  laws of the  United  States.  The only
reasons that the Special Committee is aware of for Ms. Kivel's termination as an
officer  are  documented  in the Special  Committee  Report.  Those  reasons are
founded on the fact we had received  information from a variety of sources which
impugned the competence and business ethics of Ms. Kivel. The Special  Committee
believes that this decision was made in our best interests.

(2) Ms. Kivel has alleged that she was  expressly  denied access to our internal
financial  records and accounts,  and that the Board of Directors  commenced its
efforts  to remove  her when she  requested  this  material  both  orally and in
writing.  The Special  Committee is aware of no evidence  that would suggest any
members of our Board of  Directors  had an ulterior  motive for the  decision to
terminate Ms. Kivel's  employment as our officer.  In addition,  there is e-mail
correspondence  between Ms. Kivel and our personnel  that refutes the allegation
that she was denied  access to our  financial  records.  For example,  by e-mail
message dated June 27, 2007, Vaughn Barbon, our controller,  offered to send our
financial  records  to Ms.  Kivel,  and  explained  to her that our most  recent
quarterly  financial  statements were available on our corporate website as well
as EDGAR.

(3) The Special  Committee has inquired into the  allegation  that Ms. Kivel was
somehow prevented from calling meetings of our Board of Directors.  In an e-mail
message  dated June 27, 2007 to Marcus M.  Johnson,  one of our  directors,  Ms.
Kivel advised Mr.  Johnson that she was proposing to schedule a Board meeting in
the "near future". This suggests to the Special Committee that Ms. Kivel, as our
President and Chief Executive Officer, as well as a director, believed it was up
to her to  schedule  the  Board  meeting  and  that  she was  planning  to do so
(although there is no record of her following  through and actually  setting the
meeting date). There is no indication in Ms. Kivel's e-mail  correspondence with
our  personnel,  or in any other of our records,  which  suggests that the other
Board members were refusing to meet with her.

(4) The  Special  Committee  has found no  evidence  in support  of Ms.  Kivel's
allegations  to the  effect  that  we  are  majority  owned  and  managed  by an
undisclosed  Canadian  individual.  In  particular,  Ms.  Kivel  has  previously
asserted  that Mr.  Johnson acts as a nominee  registered  shareholder  for that
individual,  but the Special Committee has not has found any evidence in support
of Ms. Kivel's allegation.

(5) Ms. Kivel has alleged that the Board  meeting of July 12, 2007 was conducted
illegally.  That meeting was an extension of an earlier  meeting held on July 9,
2007.  The Special  Committee  found that the Board meetings of July 9, 2007 and
12, 2007 were each validly constituted and properly conducted in accordance with
Nevada law and our Articles of Incorporation  and Bylaws.

(6) Ms. Kivel  alleges that when she was appointed as Chief  Executive  Officer,
she was advised by certain  directors and shareholders  that we were undertaking
to  raise  capital  by way  of a  private  placement  of  stock,  as  well  as a
disposition of assets, without her input, and without any Board action or input.
The Special  Committee is not aware of any private  placement or  disposition of
assets that have been undertaken  without  appropriate  corporate  authority and
Board of Director approval.

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<PAGE>


(7)  Ms.  Kivel  has  alleged  that we have  no  Audit  Committee,  Compensation
Committee and no Governance Committee. This allegation is inaccurate.  The Audit
Committee,  consisting of Marcus  Johnson,  Steve Jewett and Alan Sedgwick,  was
duly appointed by Board of Director resolution of April 25, 2006.

The balance of Ms.  Kivel's  allegations  relate to what  appears to be the real
basis for her grievances  with us, namely,  her  disagreement  with our Board of
Director's  decision  to  terminate  her  employment  as an  officer  for cause.

RESPONSE FROM STACEY KIVEL

On  October  4,  2007,  we  provided  Ms.  Kivel's  counsel  with a copy  of the
disclosures  we were making in  response  to Item 5.02 in the Current  Report on
Form 8-K  dated  October  1,  2007 as filed  with the  Securities  and  Exchange
Commission on October 5, 2007,  and provided Ms. Kivel with the  opportunity  to
furnish a letter  stating  whether  she agrees with the  statements  made in the
Current Report on Form 8-K. See "Item 6. Exhibits" below.

CHANGES IN OUR CERTIFYING ACCOUNTANT

We have engaged  DeJoya  Griffith & Company,  LLC  ("DeJoya")  as our  principal
independent  registered  public  accounting  firm  effective  November 23, 2007.
Concurrent with this appointment, we dismissed Dale Matheson Carr-Hilton LaBonte
LLP, Chartered Accountants  ("DMCL"),  effective November 23, 2007. The decision
to change  our  principal  independent  registered  public  accounting  firm was
approved by our Board of Directors.

The reports of DMCL on our  consolidated  financial  statements  for each of the
fiscal  years ended May 31, 2007 and 2006 did not contain an adverse  opinion or
disclaimer of opinion, nor were they modified as to uncertainty,  audit scope or
accounting principles, other than to state that there is substantial doubt as to
our ability to continue as a going  concern.  During our fiscal  years ended May
31,  2007 and 2006,  and during  the  subsequent  period  through to the date of
DMCL's dismissal,  there were no disagreements  between us and DMCL,  whether or
not  resolved,  on any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
the  satisfaction of DMCL,  would have caused DMCL to make reference  thereto in
their reports on our audited consolidated financial statements.

We  provided  DMCL with a copy of the Current  Report on Form 8-K (the  "Current
Report") filed  November 27, 2007 with the  Securities and Exchange  Commission,
and requested that DMCL furnish us with a letter addressed to the Securities and
Exchange  Commission stating whether or not DMCL agrees with the statements made
in the Current Report with respect to DMCL and, if not, stating the aspects with
which they do not agree. We received the requested letter from DMCL wherein they
have  confirmed  their  agreement to our  disclosures in the Current Report with
respect to DMCL. A copy of DMCL's  letter was filed as an exhibit to the Current
Report.

In  connection  with the  appointment  of  DeJoya  as our  principal  registered
accounting  firm at this  time,  we have  not  consulted  DeJoya  on any  matter
relating to the application of accounting  principles to a specific transaction,

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<PAGE>

either  completed or  contemplated,  or the type of audit  opinion that might be
rendered on our financial statements.

ITEM 6. EXHIBITS

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

EXHIBIT NUMBER  DESCRIPTION OF EXHIBIT

99.1            Resignation letter from Stacey Kivel dated October 1, 2007 (1)
99.2            Report of the Special Committee of Directors dated September 29,
                2007. (1)
99.3            Response letter from Stacey Kivel dated October 5, 2007. (1)
31.1            Certification of Chief Executive Officer Pursuant to Rule 13a-14
                (a) or 15d-14(a) of the Securities Exchange Act.
31.2            Certification of the Chief Financial  Officer  Pursuant to  Rule
                13a-14(a) or 15d-14(a) of the Securities Exchange Act
32.1            Certification of  Chief  Executive Officer  and Chief  Financial
                officer Under Section 1350 as Adopted Pursuant to Section 906 of
                the Sarbane-Oxley Act.

(1) Filed as an Exhibit to the Company's  Current  Report on Form 8-K filed with
the  Securities  and  Exchange  Commission  on October 5, 2007 and  incorporated
herein by this reference.

SIGNATURES

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


                                                GENEVA RESOURCES, INC.


Dated: January 11, 2008                         By: /s/ MARCUS JOHNSON
                                                ________________________________
                                                Marcus Johnson, President/Chief
                                                Executive Officer



Dated: January 11, 2008                         By: /s/ D. BRUCE HORTON
                                                ________________________________
                                                D. Bruce Horton, Chief Financial
                                                Officer



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