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

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

      For the period ended August 31, 2008

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

      For the transition period from ______ to _______

                         COMMISSION FILE NUMBER: 0-32593

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

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

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

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

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

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

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

Yes [X ]   No[ ]

<PAGE>

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

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

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

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


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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate    the    number    of   shares      Outstanding as of October 10, 2008
outstanding  of  each  of 10,  2008  the
issuer's  classes of common stock, as of
the most practicable date:

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

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



<PAGE>


                             GENEVA RESOURCES, INC.

                                    FORM 10-Q


Part I.     FINANCIAL INFORMATION                                             1

Item 1.     FINANCIAL STATEMENTS
               Balance Sheets                                                 2
               Statements of Operations (unaudited)                           3
               Statements of Cash Flows (unaudited)                           4
               Notes to Financial Statements (unaudited)                      5

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                      13

Item 3.     Quantitative and Qualitative Disclosures About Market Risk       21

Item 4.     Controls and Procedures                                          21

Part II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                22

Item 1A.    Risk Factors                                                     23

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      23

Item 3.     Defaults Upon Senior Securities                                  23

Item 4      Submission of Matters to a Vote of Security Holders              23

Item 5.     Other Information                                                23

Item 6.     Exhibits                                                         23


<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 AUGUST 31, 2008
                                   (UNAUDITED)




















                                       1

<PAGE>
<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS



                                                                                           August 31,           May 31,
                                                                                              2008                2008
______________________________________________________________________________________________________________________________
                                                                                           (unaudited)          (audited)

                                       ASSETS

<S>                                                                                          <C>                <C>
CURRENT ASSETS
     Cash                                                                                    $     1,604        $      9,356
     Other receivable                                                                            270,430             270,000
______________________________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                                             272,034             279,356

     Deposit on property                                                                         165,010             165,010
______________________________________________________________________________________________________________________________

TOTAL ASSETS                                                                                 $   437,044        $    444,366
==============================================================================================================================

                        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                  $   151,671        $    200,304
   Due to related parties (Note 6)                                                                30,000              30,000
     Shareholder's loan and accrued interest  (Note 7)                                         1,622,285           1,287,602
______________________________________________________________________________________________________________________________

                                                                                               1,803,956           1,517,906
______________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8 )

STOCKHOLDERS'  EQUITY (DEFICIT)
   Capital stock (Note 4)
      Authorized  200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      38,136,862 shares of common stock (May 31, 2008 - 38,136,862)                               38,137              38,137
   Additional paid-in capital                                                                  4,626,279           4,626,279
   Private placement subscriptions                                                               400,000             400,000
   Deficit accumulated during the exploration stage                                           (6,431,328)         (6,137,956)
______________________________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                                                                  (1,366,912)         (1,073,540)
______________________________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                  $   437,044        $    444,366
==============================================================================================================================

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>
<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                             Three months       Three months       April 5, 2004
                                                                                 ended              ended         (inception) to
                                                                            August 31, 2008    August 31, 2007    August 31, 2008
___________________________________________________________________________________________________________________________________

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

DIRECT COSTS                                                                              -                  -             56,481
___________________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                                                 7,130             18,026            134,055
     Consulting fees                                                                 83,688             15,000            601,715
     Marketing expenses                                                                   -                  -            894,738
     Management fees                                                                      -             60,000          1,241,406
     Mineral property expenditures (Note 3)                                         100,000            180,834          8,268,312
     Professional fees                                                               67,871             55,105            748,594
___________________________________________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES                                            (258,689)          (328,965)       (11,888,820)
___________________________________________________________________________________________________________________________________

NET OPERATING LOSS                                                                 (258,689)          (328,965)       (11,888,820)

OTHER INCOME(EXPENSE)
     Net gain on settlements                                                              -                  -          5,590,784
     Interest Expense                                                               (34,683)           (12,148)          (123,785)
___________________________________________________________________________________________________________________________________

TOTAL OTHER INCOME(EXPENSE)                                                         (34,683)           (12,148)         5,466,999
___________________________________________________________________________________________________________________________________

NET LOSS                                                                          $(293,372)        $ (341,113)     $  (6,431,328)
===================================================================================================================================




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

===============================================================================================================


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC                     38,136,862         41,200,000
===============================================================================================================

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                             Three months       Three months       April 5, 2004
                                                                                 ended              ended         (inception) to
                                                                            August 31, 2008    August 31, 2007    August 31, 2008
___________________________________________________________________________________________________________________________________

<S>                                                                              <C>                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) for the period                                               $ (293,372)        $ (341,113)     $  (6,431,328)

  Adjustments to reconcile net loss to net cash used in operating activities:
      Non-cash mineral property expenditures (recoveries)                                 -                  -          7,415,000
      Non-cash net gain on settlement                                                     -                  -         (5,490,784)
      Stock-based compensation                                                            -                  -          1,354,171
    Changes in operating assets and liabilities:
      Other receivable                                                                 (430)                 -               (430)
      Property deposits                                                                   -                  -           (100,010)
      Accrued interest on shareholder's loan                                         34,683             12,148            123,785
      Due to related parties                                                              -            (60,000)           116,500
     Accounts payable and accrued liabilities                                       (48,633)           (37,248)           942,033
___________________________________________________________________________________________________________________________________

                                                                                   (307,752)          (426,213)        (2,071,063)
___________________________________________________________________________________________________________________________________


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                                      -            400,000            574,167
   Proceeds from shareholder advances                                               300,000            125,000          1,498,500
___________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           300,000            525,000          2,072,667
___________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                      (7,752)            98,787              1,604

CASH, BEGINNING                                                                       9,356              5,749                  -
___________________________________________________________________________________________________________________________________

CASH, ENDING                                                                     $    1,604         $  104,536      $       1,604
===================================================================================================================================




SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

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

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

  Other receivable due in shares                                                  $       -           $               $   270,000
                                                                                                     -
========================================================================== ================== ================== ==================
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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

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

GOING CONCERN
To date the Company has generated minimal revenues from its business  operations
and has incurred  operating  losses since inception of $6,431,328.  As at August
31, 2008, the Company has a working capital  deficit of $1,531,922.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private placements and advances from related parties as may be required.

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

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.


                                       5
<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

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

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

Mineral property exploration costs are expensed as incurred.

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

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

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

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

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations. As of August 31, 2008, any potential costs relating to
the ultimate disposition of the Company's mineral property interests are not yet
determinable.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive enactment. As at August 31, 2008, the Company had net operating loss
carryforwards,  however, due to the uncertainty of realization,  the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these  loss  carryforwards.  Deferred  income  taxes  are  reported  for  timing
differences  between  items of  income  or  expense  reported  in the  financial
statements  and those  reported for income tax purposes in accordance  with SFAS
No.  109,  "Accounting  for  Income  Taxes,"  which  requires  the  use  of  the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax bases,  and for tax loss and credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are  expected to be  recovered  or settled.  The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary  differences and  carry-forwards  when realization is more likely than
not.

                                       6
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

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

FOREIGN CURRENCY TRANSLATION
The financial  statements are presented in United States dollars.  In accordance
with SFAS No. 52, "Foreign Currency  Translation",  foreign denominated monetary
assets and liabilities are translated to their United States dollar  equivalents
using foreign exchange rates which prevailed at the balance sheet date.  Revenue
and  expenses are  translated  at average  rates of exchange  during the period.
Related  translation  adjustments  are  reported  as  a  separate  component  of
stockholders'  equity,  whereas gains or losses  resulting from foreign currency
transactions  are included in results of  operations.  To August 31,  2008,  the
Company has not recorded any translation adjustments into stockholders' equity.

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

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

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

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

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

                                       7
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

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

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

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

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

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


                                       8
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

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

     1.   Payment of $50,000 in cash (paid).
     2.   The second payment of $100,000 cash and 50,000 shares of the Company's
          common stock are due on or before the twelve-month  anniversary of the
          signing of the Property Option Agreement (paid).
     3.   The  third   payment  of  $200,000  cash  is  due  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement.

The Company is also required to incur costs totaling $2,500,000 as follows:
     1.   expenditures  of  $500,000  are to be incurred on or before the twelve
          month  anniversary  (subsequently  indefinitely  extended as described
          above) of the signing of the Property Option Agreement.  ($561,000 was
          incurred from the inception of the agreement till August 31, 2008)
     2.   expenditures  of $750,000  are to be incurred on or before the twenty-
          fourth-  month  anniversary  of the  signing  of the  Property  Option
          Agreement; and
     3.   expenditures of $1,250,000 are to be incurred on or before the thirty-
          sixth-  month  anniversary  of  the  signing  of the  Property  Option
          Agreement.

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

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

During 2007,  certain  disputes arose between the Company and  Petaquilla  which
were resolved during 2008 by way of a settlement  agreement (the  "Settlement"),
mutual release and the ultimate termination of the original option agreement.

Pursuant to the terms of the  Settlement:  (i)  Petaquilla  shall issue  100,000
shares of its common  stock to the  Company,  subject to pooling  and release in
four equal  monthly  tranches  commencing  no later than  December  31, 2008 and
certain other  conditions,  (ii) the 4,000,000  shares of the restricted  common
stock  previously  issued by the Company to Petaquilla  shall be returned to the
Company;  and (iii) the  $100,000  previously  paid by the  Company  in order to
exercise the initial portion of the Option shall be returned to the Company.

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

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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


                                       9
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

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

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

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

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

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

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

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

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

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

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



NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

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

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


                                       10
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

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

A summary of the  Company's  stock  options as of August 31,  2008,  and changes
during the period then ended is presented below:

<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, 2007                   1,500,000                  1.00                             9.94
Granted during the period                        350,000                 1.20                               -
Exercised during the year                         -                        -                                -
______________________________________________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2008                   1,850,000                  1.04                             9.12
Granted during the period                         -                        -                                -
Exercised during the period                       -                        -                                -
______________________________________________________________________________________________________________________________

OUTSTANDING AT AUGUST 31, 2008                1,850,000                  $1.04                            8.87
==============================================================================================================================
</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES
During the period ended August 31, 2008, the Company incurred no management fees
to officers and directors (August 31, 2007 - $60,000).

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

NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
on behalf  of the  Company  regarding  a  previous  property  option  agreement.
Additional  advances of $303,500 and  $795,000  were  received  during the years
ended May 31,  2007 and May 31,  2008,  respectively.  During the  period  ended
August 31, 2008,  an  additional  $300,000 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 August 31, 2008 including  accrued interest is $1,622,285 (May
31, 2008 - $1,287,602).

NOTE 8 - CONTINGENCY
________________________________________________________________________________

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

NOTE 9 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for  reporting  purposes.  As of August
31, 2008,  the Company had net operating  loss carry  forwards of  approximately
$5,077,000  that may be available to reduce future years' taxable income through
2028.  Future tax benefits  which may arise as a result of these losses have not
been  recognized  in  these  financial  statements,   as  their  realization  is
determined  not likely to occur and  accordingly,  the  Company  has  recorded a
valuation  allowance  for the  deferred  tax  asset  relating  to these tax loss
carryforwards.


                                       11
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 10 - SUBSEQUENT EVENTS
________________________________________________________________________________

During the year  ended May 31,  2008,  the  Company  received  an  aggregate  of
$400,000 towards a private placement offering of 400,000 Units at $1.00 per Unit
with each Unit  consisting  of one common share of the  Company's  common stock.
Subsequent to the period on September 9, 2008,  400,000 shares of our restricted
common stock were issued in connection with this private placement.




                                       12

<PAGE>



                           FORWARD LOOKING STATEMENTS

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

AVAILABLE INFORMATION

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

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

GENERAL

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

CURRENT BUSINESS OPERATIONS

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


                                       13
<PAGE>


MINERAL PROPERTIES

VILCORO GOLD PROPERTY

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

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

On December 1, 2007, we entered into an extension  agreement with St. Elias (the
"December 2007  Extension  Agreement").  The December 2007  Extension  Agreement
acknowledged  that in  accordance  with the terms and  provisions of the Vilcoro
Option  Agreement,  we must incur and pay  exploration  expenditures of not less
than $500,000 prior to January 17, 2008 (the  "Exploration  Expenditures"),  and
provided us an extension until March 31, 2008 to incur and pay such  Exploration
Expenditures.

On March 28, 2008, we entered into a second  extension  agreement with St. Elias
(the "March 2008  Extension  Agreement"),  which  provided us with an  extension
until June 30, 2008 to incur and pay such Exploration Expenditures.

On June 4, 2008,  we entered  into a third  extension  with St. Elias (the "June
2008 Extension  Agreement"),  which provides us with an indefinite  extension to
pay such Exploration Expenditures based on the Operator's work schedule.

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we 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 Quarterly Report, has been paid; (ii) $100,000 due on or before
the 12-month anniversary of execution of the Vilcoro Option Agreement (which has
been paid);  and (iii)  $200,000  due on or before the 24-month  anniversary  of
execution of the Vilcoro Option Agreement. See "Material Commitments."

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  been
issued);  and (ii) incur costs totaling $2,5000,000 as follows: (a) expenditures
of  $500,000  are to be  incurred  on or  before  the  12-month  anniversary  of
execution of the Vilcoro  Option  Agreement of which  $561,000 has been advanced
from inception of the agreement  till the date of this  Quarterly  Report (which
date  has  been  subsequently  extended  indefinitely  based  on the  June  2008
Extension Agreement); (b) second expenditure of $750,000 is to be incurred on or


                                       14
<PAGE>

before the 24-month  anniversary of execution of the Vilcoro  Option  Agreement;
and (iii) third  expenditure  of  $1,250,000  is 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  (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.  The  Vilcoro  Property  comprises
approximately 1,600 hectares and lies along the game geological belt of Tertiary
rocks that host deposits in northern Peru, such as Newmont's  Yanacocha Mine and
Barrick's  Pierina  deposit.  Management  believes that the Vilcoro  Property is
favorably located adjacent to the claim block that covers the Lagunas Norte mine
recently put into production by Barrick Gold in the Alto Chicama mining district
of central Peru.

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.  On  approximately  April 9, 2008,  we  received a
technical  report (the "Technical  Report") in accordance with the provisions of
National  Instrument  43-101 of the Canadian  Securities  Administrators  on the
Vilcoro Properties.  The Technical Report is authored by John A. Brophy, P.Geo.,
who has thirty-two years of continuous  geological experience on exploring for a
variety of commodities  including gold, copper,  zinc, lead, uranium and silver.
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. The Technical Report is available on our
website at WWW.GENEVARESOURCESINC.COM.

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


                                       15
<PAGE>

concessions situated in the Republic of Panama (the "San Juan Property"),  which
are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary.

During 2007,  certain  disputes arose between the Company and  Petaquilla  which
were resolved during 2008 by way of a settlement  agreement (the  "Settlement"),
mutual release and the ultimate termination of the original option agreement.

Pursuant to the terms of the  Settlement:  (i)  Petaquilla  shall issue  100,000
shares of its common  stock to the  Company,  subject to pooling  and release in
four equal  monthly  tranches  commencing  no later than  December  31, 2008 and
certain other  conditions,  (ii) the 4,000,000  shares of the restricted  common
stock  previously  issued by the Company to Petaquilla  shall be returned to the
Company;  and (iii) the  $100,000  previously  paid by the  Company  in order to
exercise the initial portion of the Option shall be returned to the Company.

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


RESULTS OF OPERATION

THREE MONTH PERIOD  ENDED  AUGUST 31, 2008  COMPARED TO THREE MONTH PERIOD ENDED
AUGUST 31, 2007.

The  summarized  consolidated  financial  data set forth in the tables below and
discussed in this section  should be read in conjunction  with our  consolidated
financial  statements  and related notes for the three month period ended August
31, 2008 and August 31, 2007, which financial  statements are included elsewhere
in this Quarterly Report.


                                       16
<PAGE>
<TABLE>
<CAPTION>

___________________________________________________________________________________________________________________________
                                            THREE MONTH PERIOD ENDED  THREE MONTH PERIOD ENDED   APRIL 5, 2004 (INCEPTION)
                                                AUGUST 31, 2008            AUGUST 31, 2007           TO AUGUST 31, 2008
                                                  (UNAUDITED)                (UNAUDITED)                 (UNAUDITED)
___________________________________________________________________________________________________________________________
<S>                                              <C>                        <C>                        <C>
REVENUE                                                -0-                        -0-                     $ 46,974
___________________________________________________________________________________________________________________________
DIRECT COSTS                                           -0-                        -0-                       56,481
___________________________________________________________________________________________________________________________
GROSS MARGIN (LOSS)                                    -0-                        -0-                       (9,507)
___________________________________________________________________________________________________________________________
GENERAL AND ADMINISTRATIVE EXPENSES
___________________________________________________________________________________________________________________________
  Office and general                                 7,130                     18,026                      134,055
___________________________________________________________________________________________________________________________
  Consulting fees                                   83,688                     15,000                      601,715
___________________________________________________________________________________________________________________________
  Marketing expenses                                   -0-                        -0-                      894,738
___________________________________________________________________________________________________________________________
  Management fees                                      -0-                     60,000                    1,241,406
___________________________________________________________________________________________________________________________
  Mineral property expenditures                    100,000                    180,834                    8,268,312
___________________________________________________________________________________________________________________________
  Professional fees                                 67,871                     55,105                      748,594
___________________________________________________________________________________________________________________________
NET OPERATING LOSS                               ($258,689)                 ($328,965)                 (11,888,820)
___________________________________________________________________________________________________________________________
OTHER INCOME(EXPENSE)
___________________________________________________________________________________________________________________________
   INTEREST EXPENSE                                (34,683)                   (12,148)                    (123,785)
___________________________________________________________________________________________________________________________
   Net gain on settlements                             -0-                        -0-                    5,590,784
___________________________________________________________________________________________________________________________
TOTAL OTHER INCOME(EXPENSE)                        (34,683)                   (12,148)                   5,466,999
___________________________________________________________________________________________________________________________
NET INCOME (LOSS)                                ($293,372)                 ($341,113)                 ($6,431,328)
___________________________________________________________________________________________________________________________

</TABLE>

Our  net  loss  during  the  three  month  period  ended  August  31,  2008  was
approximately  ($293,370)  compared  to a net loss of  ($341,110)  for the three
month period ended August 31, 2007 (a decrease of $47,740).

During  the three  month  periods  ended  August 31,  2008 and August 31,  2007,
respectively,  we did not generate  any  revenue.  During the three month period
ended August 31, 2008, we incurred  general and  administrative  expenses in the
aggregate  amount of $293,372  compared to  $341,113  incurred  during the three
month  period  ended  August 31,  2007 (a decrease of  $47,741).  The  operating
expenses  incurred during the three month period ended August 31, 2008 consisted
of: (i) office and general of $7,130 (2007:  $18,026);  (ii)  consulting fees of
$83,688 (2007:  $15,000);  (iii) management fees of $-0- (2007:  $60,000);  (iv)
mineral property expenditures of $100,000 (2007: $180,834); and (v) professional
fees of $67,871  (2007:  $55,105);  and  interest  expenses  of  $34,683  (2007:
$12,148.  The decrease in expenses  incurred during the three month period ended
August 31,  2008  compared  to the three  month  period  ended  August 31,  2007
resulted  primarily from a decrease in management fees and a decrease in mineral
property  expenditures  based upon the current  status of the scale and scope of
exploratory and acquisition programs.

The  decrease in net loss during the three month  period  ended  August 31, 2008
compared  to the three  month  period  ended  August  31,  2007 is  attributable
primarily to the decrease in management fees and mineral property  expenditures.
Management  fees and mineral  property  expenditures  incurred  during the three
month period ended August 31, 2008  decreased due to the decrease in acquisition
and  development  of our mineral  properties  and related  contracted  services.
General  and  administrative  expenses  generally  include  corporate  overhead,
financial and  administrative  contracted  services,  marketing  and  consulting
costs.

                                       17
<PAGE>


Our net loss during the three month period ended August 31, 2008 was  ($293,372)
or ($0.01) per share  compared to a net loss of  ($341,113) or ($0.01) per share
for the three month period ended August 31, 2007. The weighted average number of
shares  outstanding  was 38,136,862 at August 31, 2008 compared to 41,200,000 at
August 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

THREE MONTH PERIOD ENDED AUGUST 31, 2008

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

As at period  ended August 31, 2008,  our current  assets were  $272,034 and our
current  liabilities were $1,803,956,  resulting in a working capital deficit of
$1,531,922.  As at period ended August 31, 2008,  our total assets were $437,044
compared to total assets of $444,366 as at fiscal year ended May 31, 2008. Total
assets as at period ended August 31, 2008 consisted of: (i) $1,604 in cash; (ii)
$270,430 in other receivable;  and (iii) $165,010 in deposit on property.  As at
period ended August 31, 2008, our current  liabilities were $1,803,956  compared
to current liabilities of $1,517,906 as at May 31, 2008. Our current liabilities
consisted  of: (i) $151,671 in accounts  payable and accrued  liabilities;  (ii)
$1,622,285 in shareholder's loan and accrued interest;  and (iii) $30,000 due to
related  parties.  The increase in current  liabilities was primarily due to the
increase in  shareholder's  loan and  accounts  payable and accrued  liabilities
relating to the scale and scope of business activity.

Stockholders'  deficit  increased  from  ($1,073,540)  as at  May  31,  2008  to
($1,366,912) as at August 31, 2008.

We have not generated  positive cash flows from  operating  activities.  For the
three  month  period  ended  August 31,  2008,  net cash flow used in  operating
activities was ($307,752) compared to net cash flow used in operating activities
of  ($426,213)  for the three month period ended August 31, 2007.  Net cash flow
used in operating activities during the three month period ended August 31, 2008
consisted  primarily  of a net loss of  ($293,372)  changed  by  ($430) in other
receivable, ($48,633) in accounts payable and accrued liabilities and $34,683 in
accrued interest on shareholder's loan.

During the three month period ended August 31, 2008,  net cash flow  provided by
financing  activities  was  $300,000  compared  to net cash flow from  financing
activities  of $525,000 for the three month  period  ended August 31, 2007.  Net
cash flow provided from financing activities during the three month period ended
August 31,  2008  pertained  primarily  to $300,000  received  as proceeds  from
shareholder loans.

                                       18
<PAGE>


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.

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

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

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

MATERIAL COMMITMENTS

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

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 Quarterly Report,  has been paid; (ii) $100,000 cash and 50,000

                                       19
<PAGE>

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
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  totaling  $2,500,000  as
follows:  (a)  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.

On December 1, 2007, we entered into the December 2007 Extension Agreement.  The
December 2007 Extension Agreement acknowledges that in accordance with the terms
and  provisions  of  the  Vilcoro  Option  Agreement,  we  must  incur  and  pay
exploration  expenditures  of not less than  $500,000  prior to January 17, 2008
(the "Exploration  Expenditures"),  and provides us an extension until March 31,
2008 to incur  and pay  such  Exploration  Expenditures.  As of the date of this
Quarterly Report since inception of this agreement, we have incurred $561,000.

On March 28, 2008, we entered into the March 2008 Extension Agreement. The March
2008  Extension  Agreement  acknowledges  that in accordance  with the terms and
provisions of the December 2007 Extension  Agreement,  we must incur and pay the
Exploration  Expenditures  prior to March 31, 2008, and provides us an extension
until June 30, 2008 to incur and pay such Exploration Expenditures.

On June 4,  2008,  we  entered  into the June 2008  Extension  Agreement,  which
provides us with an indefinite  extension to pay such  Exploration  Expenditures
based on the Operator's work schedule.

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of  $303,500  and
$795,000 were received  during fiscal years ended May 31, 2007 and May 31, 2008,
respectively. During the three month period ended August 31, 2008, an additional
$300,000  was  advanced  by the  same  shareholder  under  the  same  terms  and
conditions.  These amounts are unsecured,  accrue  interest at 10% per annum and
have no  established  terms of  repayment.  As at  August  31,  2008,  we owe an
aggregate of $1,622,285 in principal and accrued interest.

BADNER GROUP LLC

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

                                       20
<PAGE>

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position,
results of  operations or cash flows due to adverse  change in foreign  currency
and  interest  rates.  EXCHANGE  RATE Our  reporting  currency is United  States
Dollars ("USD"). Since we have acquired properties outside of the United States,
the  fluctuation of exchange rates may have positive or negative  impacts on our
results of  operations.  However,  any  potential  revenue and expenses  will be
denominated  in U.S.  Dollars,  and the net income  effect of  appreciation  and
devaluation  of the  currency  against the U.S.  Dollar  would be limited to our
costs of acquisition of property.

INTEREST RATE

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

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management,  including Marcus Johnson, our President/Chief Executive Officer
("CEO")  and D.  Bruce  Horton,  our Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of August 31, 2008. Based on that evaluation,  Messrs. Johnson and
Horton  concluded that our disclosure  controls and procedures were effective as
of such date to ensure that information  required to be disclosed in the reports
that  we file  or  submit  under  the  Exchange  Act,  is  recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers also  confirmed  that there was no change in our internal
control over financial  reporting  during the six-month  period ended August 31,
2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.


                                       21
<PAGE>

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during  the six  months  ended  August  31,  2008 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

AUDIT COMMITTEE

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

The audit  committee has reviewed and discussed  with  management  our unaudited
financial statements as of and for the three month period ended August 31, 2008.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors that the unaudited  financial  statements
referred to above be included in our Quarterly Report on Form 10-Q for the three
month  period  ended  August 31,  2008 filed with the  Securities  and  Exchange
Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.  Although  we  refute  her  allegations  and  believe


                                       22
<PAGE>

termination  was  justified,  it is  possible  that we may be  exposed to a loss
contingency,  which cannot be reasonably  estimated at this time. As of the date
of this  Quarterly  Report,  no  director,  officer or  affiliate is (i) a party
adverse to us in any legal proceeding,  or (ii) has an adverse interest to us in
any legal  proceedings.  Management is not aware of any other legal  proceedings
pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

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

EXHIBIT NUMBER   DESCRIPTION OF EXHIBIT
31.1             Certification of the registrant's  Principal  Executive Officer
                 under the Exchange Act Rules 13a-14(a) or  15d-14(a) as adopted
                 pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
31.2             Certification of the registrant's  Principal  Financial Officer
                 under the Exchange Act Rules 13a-14(a) or  15d-14(a) as adopted
                 pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
32.1             Certification of the registrant's  Principal  Executive Officer
                 and Principal Financial Officer under 18 U.S.C. Section 1350 as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.


                                       23
<PAGE>


SIGNATURES

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

                                              GENEVA RESOURCES, INC.


Dated: October 10, 2008                       By: /s/ MARCUS JOHNSON
                                                  _____________________________
                                                      Marcus Johnson, President/
                                                      Chief Executive Officer



Dated: October 10, 2008                       By: /s/ D. BRUCE HORTON
                                                  _____________________________
                                                      D. Bruce Horton, Chief
                                                      Financial Officer




                                       24