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, 2009


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


                For the transition period from ______ to _______


                        COMMISSION FILE NUMBER: 000-51583


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


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


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


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


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


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


Indicate by checkmark whether the issuer:  (1) has filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.   Yes [X]   No [ ]


<PAGE>

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

Large accelerated filer [ ]                                Accelerated filer [ ]

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

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

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

                                       N/A

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares  outstanding    Outstanding as of October 12, 2009
of each of the issuer's classes of common
stock, as of the most practicable date:

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

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








                                       2
<PAGE>


                             GENEVA RESOURCES, INC.

                                    FORM 10-Q


Part I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS
             Balance Sheets                                                    4
             Statements of Operations (unaudited)                              5
             Statements of Cash Flows (unaudited)                              6
             Notes to Financial Statements (unaudited)                         7

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          22

Item 4.   Controls and Procedures                                             23

Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                   24

Item 1A.  Risk Factors

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

Item 3.   Defaults Upon Senior Securities                                     27

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

Item 5.   Other Information                                                   27

Item 6.   Exhibits                                                            27



                                       3
<PAGE>








PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS











                             GENEVA RESOURCES, INC.

                              FINANCIAL STATEMENTS

                                 AUGUST 31, 2009
                                   (Unaudited)













                                       4
<PAGE>


<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS


                                                                                             August 31,           May 31,
                                                                                                2009                2009
_____________________________________________________________________________________________________________________________
                                                                                             (unaudited)          (Audited)

                                     ASSETS

<S>                                                                                         <C>                 <C>
CURRENT ASSETS
   Cash                                                                                     $        794        $      2,075
   Available for sale securities (Notes 2 and 3 (b))                                              45,000              55,000
_____________________________________________________________________________________________________________________________

TOTAL CURRENT ASSETS                                                                              45,794              57,075

   Deposit on property                                                                           165,010             165,010
_____________________________________________________________________________________________________________________________

TOTAL ASSETS                                                                                $    210,804        $    222,085
=============================================================================================================================
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                 $    234,040        $    215,591
   Shareholder's loan and accrued interest (Note 7)                                            2,031,719           1,987,899
_____________________________________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                                     2,265,759           2,203,490
_____________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Note 1)

STOCKHOLDERS' DEFICIT
   Capital stock (Note 4)
   Authorized
      200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      38,536,862 shares of common stock (May 31, 2009 -38,536,862)                                38,537              38,537
   Additional paid-in capital                                                                  5,025,879           5,025,879
     Accumulated other comprehensive loss                                                       (225,000)           (215,000)
   Deficit accumulated during the exploration stage                                           (6,894,371)         (6,830,821)
_____________________________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                                                                  (2,054,955)         (1,981,405)
_____________________________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 $    210,804        $    222,085
=============================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS


                                                                                 Three months     Three months     April 5, 2004
                                                                                     ended            ended        (inception) to
                                                                                August 31, 2009  August 31, 2008  August 31, 2009
__________________________________________________________________________________________________________________________________

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

DIRECT COSTS                                                                                 -                -            56,481
__________________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
     Office and general                                                                  1,828            7,130           145,523
     Consulting fees                                                                     5,000           83,688           701,934
     Marketing expenses                                                                      -                -           894,738
     Management fees                                                                         -                -         1,241,406
     Mineral property expenditures (Note 3)                                                  -          100,000         8,258,312
     Professional fees                                                                  12,902           67,871           970,516
__________________________________________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES                                                (19,730)        (258,689)      (12,212,429)
__________________________________________________________________________________________________________________________________

NET OPERATING LOSS                                                                     (19,730)        (258,689)      (12,221,936)
__________________________________________________________________________________________________________________________________

OTHER INCOME (EXPENSE)
     Gain on extinguishment of accrued liability                                             -                -            30,000
     Net gain on settlements                                                                 -                -         5,590,784
     Interest expense                                                                  (43,820)         (34,683)         (293,219)
__________________________________________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE)                                                           (43,820)         (34,683)        5,327,565
__________________________________________________________________________________________________________________________________

NET LOSS                                                                               (63,550)        (293,372)       (6,894,371)
__________________________________________________________________________________________________________________________________

COMPREHENSIVE LOSS
     Change in market value of available for sale securities                           (10,000)               -          (225,000)
__________________________________________________________________________________________________________________________________

COMPREHENSIVE LOSS                                                                 $   (73,550)     $  (293,372)     $ (7,119,371)
==================================================================================================================================


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

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                 38,536,862      38,136,862
     - BASIC
================================================================================================================
</TABLE>




    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>
<TABLE>
<CAPTION>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS


                                                                                Three months     Three months     April 5, 2004
                                                                                   ended             ended       (inception) to
                                                                              August 31, 2009   August 31, 2008  August 31, 2009
_________________________________________________________________________________________________________________________________

<S>                                                                                <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                          $  (63,550)     $  (293,372)     $ (6,894,371)
  Adjustments to reconcile net loss to net cash used in operating activities:
      Non-cash mineral property expenditures (recoveries)                                   -                -         7,415,000
      Non-cash net gain on settlement                                                       -                -        (5,490,784)
      Non-cash gain on extinguishment of accrued liability                                  -                -           (30,000)
      Stock-based compensation                                                              -                -         1,354,171
  Changes in operating assets and liabilities:
      Increase in deposits                                                                  -             (430)         (100,010)
      Accrued interest on shareholder's loan                                           43,820           34,683           293,219
      Due to related parties                                                                -                -           116,500
      Accounts payable and accrued liabilities                                         18,449          (48,633)        1,024,402
_________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                                  (1,281)        (307,752)       (2,311,873)
_________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale and subscriptions of common stock                                        -                -           574,167
  Proceeds from shareholder advances                                                        -          300,000         1,738,500
_________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   -          300,000         2,312,667
_________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                        (1,281)          (7,752)              794

CASH, BEGINNING                                                                         2,075            9,356                 -
_________________________________________________________________________________________________________________________________

CASH, ENDING                                                                       $      794      $     1,604      $        794
=================================================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

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

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

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

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



    The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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 $6,894,371.  As at August
31, 2009, the Company has a working capital  deficit of $2,219,965.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private  placements  and advances  from  related  parties as may be required.
These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification of liabilities that might result from this uncertainty.

UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for financial information and with
the instructions to Form 10-Q. They do not include all information and footnotes
required by United States generally accepted accounting  principles for complete
financial  statements.  However,  except as disclosed herein, there have been no
material  changes in the  information  disclosed  in the notes to the  financial
statements  for the year ended May 31,  2009  included in the  Company's  Annual
Report on Form 10-K filed  with the  Securities  and  Exchange  Commission.  The
unaudited  financial  statements  should  be  read  in  conjunction  with  those
financial  statements  included in the Form 10-K. In the opinion of  Management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring adjustments, have been made. Operating results for the three
months ended August 31, 2009 are not necessarily  indicative of the results that
may be expected for the year ending May 31, 2010.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

RECLASSIFICATION- DUE TO RELATED PARTY
Certain   reclassifications  have  been  made  in  the  prior  year's  financial
statements.

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

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

                                       8
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (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, 2009, 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, 2009, the Company had net operating loss
carryforwards,  however, due to the uncertainty of realization,  the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these  loss  carryforwards.  Deferred  income  taxes  are  reported  for  timing
differences  between  items of  income  or  expense  reported  in the  financial
statements  and those  reported for income tax purposes in accordance  with SFAS
No.  109,  "Accounting  for  Income  Taxes,"  which  requires  the  use  of  the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax bases,  and for tax loss and credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are  expected to be  recovered  or settled.  The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary  differences and  carry-forwards  when realization is more likely than
not.

                                       9
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

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

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

The  following   disclosures   are  required  by  SFAS  No.  157,   "Fair  Value
Measurements"  in connection with assets and liabilities  whose carrying amounts
are subject to fair value measures:

<TABLE>
<CAPTION>

                                                            Fair Value Measurements at August 31, 2009
                                                   Quoted Prices in   Significant Other     Significant Other
                                  August 31, 2009    Active Market    Observable Inputs    Unobservable Inputs    May 31, 2009
                                                       (Level 1)          (Level 2)             (Level 3)
______________________________________________________________________________________________________________________________
<S>                                   <C>               <C>                  <C>                  <C>               <C>
Available for sale securities         $  45,000         $   45,000           $       -            $         -       $  55,000
______________________________________________________________________________________________________________________________

Total                                 $  45,000         $   45,000           $       -            $         -       $  55,000
==============================================================================================================================
</TABLE>

In connection with the Company's  available for sale  securities,  to August 31,
2009 and May 31,  2009,  no  realized or  unrealized  gains and losses have been
recorded in operations and all unrealized gains and losses have been recorded as
components of accumulated other comprehensive income (loss).

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,  2009,  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.

                                       10
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

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

STOCK-BASED COMPENSATION (CONTINUED)
The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or  services  from other than  employees  in  accordance  with 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 June 2009,  the FASB  issued  SFAS No. 168,  "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally  Accepted  Accounting  Principles--a
replacement of FASB Statement No. 162" ("SFAS 168").  SFAS 168 replaces SFAS No.
162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,  and establishes
the FASB Accounting  Standards  Codification  ("Codification")  as the source of
authoritative  accounting  principles  recognized  by the FASB to be  applied by
nongovernmental   entities  in  the  preparation  of  financial   statements  in
conformity  with GAAP.  Rules and  interpretive  releases of the  Securities and
Exchange  Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new  standards  in the form of  Statements,  FASB Staff  Positions,  or Emerging
Issues Task Force Abstracts;  instead the FASB will issue  Accounting  Standards
Updates.  Accounting  Standards  Updates will not be  authoritative in their own
right as they will only serve to update the  Codification.  The issuance of SFAS
168 and the  Codification  does not change GAAP. SFAS 168 becomes  effective for
interim and annual periods ending after September 15, 2009.  Management does not
expect  the  adoption  of SFAS 168 to have a  material  impact on the  Company's
financial position, cash flows and results of operations

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
No. 46(R)," ("SFAS 167").  The amendments  include:  (1) the  elimination of the
exemption  for  qualifying  special  purpose  entities,  (2) a new  approach for
determining who should consolidate a  variable-interest  entity, and (3) changes
to when it is necessary to reassess who should  consolidate a  variable-interest
entity.  SFAS 167 is effective for the first annual  reporting  period beginning
after  November  15,  2009 and for  interim  periods  within  that first  annual
reporting  period.  The Company will adopt SFAS 167 in fiscal 2010.  The Company
does not expect that the adoption of SFAS 167 will have a material impact on the
financial statements.

In June 2009,  the FASB  issued  SFAS No.  166,  "Accounting  for  Transfers  of
Financial  Assets,  an  amendment  to SFAS  No.  140,"  ("SFAS  166").  SFAS 166
eliminates  the concept of a "qualifying  special-purpose  entity,"  changes the
requirements  for  derecognizing   financial  assets,  and  requires  additional
disclosures  in order to  enhance  information  reported  to users of  financial
statements  by  providing  greater  transparency  about  transfers  of financial
assets,  including  securitization  transactions,  and  an  entity's  continuing
involvement  in and  exposure  to the risks  related  to  transferred  financial
assets.  SFAS 166 is effective  for fiscal years  beginning  after  November 15,
2009.  The Company  will adopt SFAS 166 in fiscal  2010.  The  Company  does not
expect  that the  adoption  of SFAS  166  will  have a  material  impact  on the
financial statements.

In June 2009,  the FASB  issued SFAS No. 165,  "Subsequent  Events,"  ("SFAS No.
165").  SFAS 165 establishes  general standards of accounting for and disclosure
of  events  that  occur  after  the  balance  sheet  date but  before  financial
statements  are issued or are  available to be issued.  SFAS 165 applies to both
interim  financial  statements  and  annual  financial  statements.  SFAS 165 is
effective for interim or annual  financial  periods  ending after June 15, 2009.
SFAS 165 does not have a material impact on our financial statements.

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

                                       11
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
interim  period  commencing  June 1,  2009,  except  for  disclosures  about  an
insurance enterprise's  risk-management activities, which were effective for the
Company's  interim period  commencing June 1, 2008. The adoption of SFAS 163 did
not have a material impact on the Company's financial  position,  cash flows and
results of operations.

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

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

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

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

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

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

         1.       expenditures  of $500,000  are to be incurred on or before the
                  twelve month anniversary  (subsequently  indefinitely extended
                  as  described  above) of the  signing of the  Property  Option
                  Agreement.  ($551,000  was incurred  from the inception of the
                  agreement through May 31, 2009)
         2.       expenditures  of $750,000  are to be incurred on or before the
                  twenty-fourth-month anniversary of the signing of the Property
                  Option Agreement; and
         3.       expenditures of $1,250,000 are to be incurred on or before the
                  thirty-sixth-month  anniversary of the signing of the Property
                  Option Agreement.

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

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

                                       12
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY (CONTINUED)

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

During fiscal 2009, the Company recorded a mineral property  recovery of $50,000
in  connection  with the  return of funds  originally  paid  into  trust to fund
exploration activities.

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

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

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

During fiscal 2009, the Company  received the 100,000  common shares  receivable
from  Petaquilla,  previously  valued at  $270,000.  As of August  31,  2009 the
100,000 shares received had an estimated fair value of $45,000 ($0.45 per share)
(May 31, 2009 - $55,000; $0.55 per share).


NOTE 4 - STOCKHOLDERS' DEFICIT
________________________________________________________________________________

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

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

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

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

                                       13
<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' DEFICIT (CONTINUED)
________________________________________________________________________________

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

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

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

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

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

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

On May 29, 2008,  the Company  issued  86,500  common  shares at $1.25 per share
totaling  $108,125,  in settlement of $86,500 in debt owed by the Company to the
president of the Company  (Refer to 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.

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

Subsequent to August 31, 2009, the Company  received  $350,000 towards a planned
private  placement  of Units to be  offered  at $0.05  per unit  with  each unit
consisting of one common share and one warrant to acquire an  additional  common
share, exercisable at $0.25 for twelve months.


NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

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

                                       14
<PAGE>

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009 (UNAUDITED)
________________________________________________________________________________

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

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

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

A summary of the  Company's  stock  options as of August 31,  2009,  and changes
during the year 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, 2008                   1,850,000                 $  1.04                           9.12
Granted during the year                           -                         -                               -
Exercised during the year                         -                         -                               -
__________________________________________________________________________________________________________________________

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

OUTSTANDING AT AUGUST 31, 2009                1,850,000                 $ 1.04                            7.87
==========================================================================================================================
</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

During the three month period ended August 31, 2009,  the Company  incurred $Nil
in management fees to officers and directors (Three months ended August 31, 2008
- $Nil).  Any  transactions  with  related  parties are in the normal  course of
operations  and, in  management's  opinion,  undertaken  with similar  terms and
conditions as transactions with unrelated parties.


NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
on behalf  of the  Company  regarding  a  previous  property  option  agreement.
Additional  advances of $303,500 and  $795,000  were  received  during the years
ended May 31, 2007 and May 31, 2008, respectively. During the year ended May 31,
2009, an additional $540,000 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,  2009  including  accrued  interest  is  $2,031,719  (May 31,  2009 -
$1,987,899).  Subsequent to August 31, 2009,  $325,000 was paid in principal and
accrued interest to the lender by the Company.

NOTE 8 - SUBSEQUENT EVENTS
________________________________________________________________________________

Subsequent to August 31, 2009, the Company  received  $350,000 towards a planned
private  placement  of Units to be  offered  at $0.05  per unit  with  each unit
consisting of one common share and one warrant to acquire an  additional  common
share, exercisable at $0.25 for twelve months.

                                       15
<PAGE>


                           FORWARD LOOKING STATEMENTS

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

AVAILABLE INFORMATION

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

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

GENERAL

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

CURRENT BUSINESS OPERATIONS

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

                                       16
<PAGE>


MINERAL PROPERTIES

         VILCORO GOLD PROPERTY

On January 22,  2007,  we entered  into a letter of intent with St.  Elias Mines
Ltd. ("St Elias"), pursuant to which St. Elias proposed to grant to us an option
to acquire not less than an undivided  66% legal,  beneficial  and  registerable
interest in certain  mining leases in Peru including St. Elias' option to earn a
95% interest in the Vilcoro Gold Property project comprised of approximately 600
hectares in Peru (collectively, the "Vilcoro Properties"). On February 23, 2007,
we  entered  into a  formal  property  option  agreement  (the  "Vilcoro  Option
Agreement")  with St. Elias  pursuant to which St. Elias granted to us an option
to acquire not less than the undivided 66% legal,  beneficial  and  registerable
interest in the Vilcoro Properties (the "Vilcoro Option").

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

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

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

Under further terms of the Vilcoro  Option  Agreement:  (i) St. Elias would have
been the operator  (the  "Operator")  of the Vilcoro  Properties  and would have
received  an 8%  operator  fee on all  exploration  expenditures;  (ii)  once we

                                       17
<PAGE>

exercised the Vilcoro Option, we agreed to pay 100% of all on-going exploration,
development and production  costs until  commercial  production (the "Production
Costs");  and (iii) we would have had the right to receive 100% of any cash flow
from  commercial  production  of the Vilcoro  Properties  until we recouped  the
Production  Costs after which the cash flow would have been  allocated 66% to us
and 34% to St. Elias.

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

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

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

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

                                       18
<PAGE>

programs or to  expeditiously  advance the work on the  Vilcoro  Properties  and
diversion by St.  Elias of money,  time and  resources.

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

     During the three-month  period ended August 31, 2009, we recorded a mineral
property  recovery of $50,000 in connection with the return of funds  originally
paid by us into trust to fund the exploration activities.

SAN JUAN PROPERTY

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

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

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

During  fiscal year ended May 31, 2009,  we received the 100,000  common  shares
from  Petaquilla,  which were  previously  valued at $270,000.  As of August 31,
2009, the 100,000 shares  received had an estimated  value of $45,000 ($0.45 per
share).

PROPOSED FUTURE BUSINESS OPERATIONS

Our  current  strategy  is to  complete  further  acquisition  of other  mineral
property  opportunities which fall within the criteria of providing a geological
basis for development of mining  initiatives  that can provide near term revenue
potential and production cash flows to create expanding reserves.  We anticipate
that our ongoing  efforts,  subject to adequate  funding being  available,  will

                                       19
<PAGE>

continue to be focused on successfully  concluding  negotiations  for additional
interests in mineral properties.  We plan to build a strategic base of producing
mineral properties.

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


RESULTS OF OPERATION

THREE MONTH PERIOD  ENDED  AUGUST 31, 2009  COMPARED TO THREE MONTH PERIOD ENDED
AUGUST 31, 2008.

The  summarized  consolidated  financial  data set forth in the tables below and
discussed  in this  section  should be read in  conjunction  with our  financial
statements  and related  notes for the three month  period ended August 31, 2009
and August 31, 2008, which financial  statements are included  elsewhere in this
Quarterly Report.

<TABLE>
<CAPTION>

                                                  THREE MONTH             THREE MONTH
                                                  PERIOD ENDED            PERIOD ENDED          APRIL 5, 2004 (INCEPTION)
                                                AUGUST 31, 2009          AUGUST 31, 2008          TO AUGUST 31, 2009
<S>                                                    <C>                   <C>                         <C>
REVENUE                                                     -0-                    -0-                       $46,974
DIRECT COSTS                                                -0-                    -0-                        56,481
GROSS MARGIN (LOSS)                                         -0-                    -0-                        (9,507)
GENERAL AND ADMINISTRATIVE EXPENSES
  Office and general                                      1,828                  7,130                       145,523
  Consulting fees                                         5,000                 83,688                       701,934
  Marketing expenses                                        -0-                    -0-                       894,738
  Management fees                                           -0-                    -0-                     1,241,406
  Mineral property expenditures                             -0-                100,000                     8,258,312
  Professional fees                                      12,902                 67,871                       970,516
                                            _________________________________________________________________________
NET OPERATING LOSS                                     ($19,730)             ($258,689)                  (12,221,936)
OTHER INCOME(EXPENSE)
  Gain on extinguishment of debt                            -0-                    -0-                        30,000
  Interest expense                                      (43,820)               (34,683)                     (293,219)
  Net gain on settlements                                   -0-                    -0-                     5,590,784
                                            _________________________________________________________________________
TOTAL OTHER INCOME(EXPENSE)                             (43,820)               (34,683)                    5,327,565
NET LOSS                                               ($63,550)             ($293,372)                  ($6,894,371)
                                            _________________________________________________________________________
  Change in market value of available
  for sale securities                                   (10,000)                   -0-                     ($225,000)
COMPREHENSIVE LOSS                                     ($73,550)             ($293,372)                   (7,119,371)
                                            _________________________________________________________________________

</TABLE>

Our  comprehensive  loss during the three month period ended August 31, 2009 was
approximately  ($73,550)  compared to a comprehensive loss of ($293,372) for the
three month period ended August 31, 2008 (a decrease of $219,822).

During  the three  month  period  ended  August 31,  2009 and  August 31,  2008,
respectively,  we did not generate  any  revenue.  During the three month period
ended August 31, 2009, we incurred  general and  administrative  expenses in the
aggregate amount of $19,730 compared to $258,689 incurred during the three month
period ended August 31, 2008 (a decrease of $238,959).  The  operating  expenses
incurred  during the three month period ended August 31, 2009  consisted of: (i)
office and general of $1,828  (2008:  $7,130);  (ii)  consulting  fees of $5,000
(2008: $83,688);  (iii) mineral property expenditures of $-0- (2008:  $100,000);
and (iv) professional fees of $12,902 (2008:  $67,871).  The decrease in general
and administrative  expenses incurred during the three month period ended August
31, 2009  compared  to the three month  period  ended  August 31, 2008  resulted
primarily from a decrease in consulting fees and a decrease in mineral  property
expenditures  based upon the  decrease in  acquisition  and  development  of our
mineral  properties  and  current  status of the scale and scope of  exploratory
programs.  General  and  administrative  expenses  generally  include  corporate
overhead,  financial  and  administrative  contracted  services,  marketing  and
consulting costs.

The  incurrence  of  general  and  administrative  expenses  resulted  in a  net
operating loss of ($19,730)  during the three month period ended August 31, 2009
compared to a net  operating  loss of  ($258,689)  during the three month period
ended August 31, 2008. Net operating loss was further increased by the recording
of interest  expense of $43,820 (2008:  $34,683) and a change in market value of
available for sale securities of $10,000 (2008: $-0-).

Thus, our comprehensive loss during the three month period ended August 31, 2009
was  ($73,550)  or  ($0.00)  per  share  compared  to a  comprehensive  loss  of
($293,372)  or ($0.01) per share for the three  month  period  ended  August 31,
2008. The weighted average number of shares outstanding was 38,536,862 at August
31, 2009 compared to 38,136,862 at August 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

THREE MONTH PERIOD ENDED AUGUST 31, 2009

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

As at  August  31,  2009  our  current  assets  were  $45,794  and  our  current
liabilities  were  $2,265,759,   resulting  in  a  working  capital  deficit  of
$2,219,965.  As at August 31, 2009,  our total assets were $210,804  compared to
total assets of $222,085 as at May 31, 2009.  Total assets as at August 31, 2009
consisted of: (i) $794 in cash; (ii) $45,000 available for sale securities;  and
(iii)  $165,010  in deposit on  property.  As at August 31,  2009,  our  current
liabilities were $2,265,759  compared to current liabilities of $2,203,490 as at

                                       20
<PAGE>

May 31, 2009.  Our current  liabilities  consisted  of: (i) $234,040 in accounts
payable and accrued  liabilities;  and (ii) $2,031,719 in shareholder's loan and
accrued interest.  The slight increase in current  liabilities was primarily due
to the increase in shareholder's loan and accrued interest relating to the scale
and scope of business activity.

Stockholders'  deficit  increased  from  ($1,981,405)  as at  May  31,  2009  to
($2,054,955) as at August 31, 2009.

We have not generated  positive cash flows from  operating  activities.  For the
three  month  period  ended  August 31,  2009,  net cash flow used in  operating
activities was ($1,281)  compared to net cash flow used in operating  activities
of  ($307,752)  for the three month period ended August 31, 2008.  Net cash flow
used in operating activities during the three month period ended August 31, 2009
consisted  primarily of a net loss of  ($63,550)  changed by $18,449 in accounts
payable and accrued liabilities and $43,820 in accrued interest on shareholder's
loan. 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  increase  in  deposits,  ($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, 2009,  net cash flow  provided by
financing  activities was $0 compared to net cash flow from financing activities
of $300,000 for the three month  period  ended  August 31,  2008.  Net cash flow
provided from  financing  activities  during the three month period ended August
31, 2008 pertained to $300,000 received as proceeds from shareholder advances.

PLAN OF OPERATION

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

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

Subsequent to August 31, 2009, we received  $350,000  towards a planned  private
placement  of units to be offered at $0.05 per unit.  Each unit is to consist of
one  share  of our  restricted  common  stock  and one  warrant  to  acquire  an
additional share of common stock at an exercise price of $0.25 for twelve months
(the "Units(s)").  The private  placement  offering is under Regulation S of the
Securities Act. See "Part II. Item 2. Unregistered Sales of Equity Securities."

                                       21
<PAGE>

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2009 and May 31, 2008 audited  financial  statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going  concern.  The  financial  statements  have been prepared
"assuming that we will continue as a going concern," which  contemplates that we
will  realize our assets and  satisfy our  liabilities  and  commitments  in the
ordinary course of business.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report and other than as disclosed below, we do
not have any material commitments for fiscal year
2009/2010.

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of  $303,500  and
$795,000 were received  during fiscal years ended May 31, 2007 and May 31, 2008,
respectively.  During fiscal year ended May 31, 2009, an additional $540,000 was
advanced  by the same  shareholder  under the same terms and  conditions.  These
amounts are unsecured,  accrue interest at 10% per annum and have no established
terms of repayment.  As at August 31, 2009, we owe an aggregate of $2,031,719 in
principal and accrued interest. Subsequent to August 31, 2009, $325,000 was paid
in principal and accrued interest by us to the lender.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

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


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

EXCHANGE RATE

Our reporting currency is United States Dollars ("USD").  Since we have acquired
properties  outside of the United States,  the fluctuation of exchange rates may
have positive or negative  impacts on our results of  operations.  However,  any

                                       22
<PAGE>

potential revenue and expenses will be denominated in U.S. Dollars,  and the net
income effect of appreciation  and devaluation of the currency  against the U.S.
Dollar would be limited to our costs of acquisition of property.

INTEREST RATE

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

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of August  31,  2009  which is the end of the three  month  quarterly  period
covered  by this  Quarterly  Report,  our  Chief  Executive  Officer  and  Chief
Financial  Officer  reviewed and evaluated the  effectiveness  of our disclosure
controls  and  procedures,  as  defined  in  Exchange  Act  Rule  13a-15(e)  and
15d-15(e).  As of the end of the  quarterly  period  covered  by this  Quarterly
Report,  based  on that  evaluation,  our  Chief  Executive  Officer  and  Chief
Financial  Officer  concluded that the disclosure  controls and procedures  were
effective in ensuring  that  material  information  that we must disclose in our
reports that we file or submit  under the  Securities  Exchange Act of 1934,  as
amended, the "Exchange Act", is recorded, processed, summarized, and reported on
a timely  basis,  and that  information  required to be  disclosed  by us in our
reports  that we file or  submit  under  the  Exchange  Act is  accumulated  and
communicated  to our Chief  Executive  Officer  and Chief  Financial  Officer as
appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Under  the  supervision  and  with  the  participation  of  our
management,  including the chief executive officer and chief financial  officer,
we evaluated the effectiveness of our internal control over financial  reporting
as of August 31, 2009. In making this  assessment,  management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission ("COSO") in Internal Control-Integrated Framework.

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

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a control  system,  no matter how well  designed  and  operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all

                                       23
<PAGE>

control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable  assurance of achieving  their  objectives,  and our Chief  Executive
Officer and our Chief  Financial  Officer have concluded that these controls and
procedures are effective at the "reasonable assurance" level.

CHANGES IN INTERNAL CONTROLS

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

AUDIT COMMITTEE REPORT

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

The audit  committee  has reviewed and  discussed  with  management  our audited
financial statements as of and for the three month period ended August 31, 2009.
The audit  committee has received and reviewed the written  disclosures  and the
letter  from De Joya  Griffith & Company,  LLC.,  Certified  Public  Accountants
required  by  Independence   Standards   Board  Standard  No.  1,   Independence
Discussions with Audit Committees, as amended.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors  that the reviewed  financial  statements
referred to above be included in our Quarterly Report on Form 10-Q for the three
month  period  ended  August 31,  2009 filed with the  Securities  and  Exchange
Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

STATEMENT OF CLAIM

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

The Statement of Claim alleges the following claims:  (i) in tort against Brophy
alleging  non-disclosure of material facts and complete and accurate information
relating to the  ownership of the Vilcoro  Property and to the  ownership of the
adjacent property, including failing to disclose that Brophy and his wife had an
interest in the Vilcoro Property and the adjacent property, which entitles us to
rescind the  Property  Option  Agreement  and return of an aggregate of $150,000
paid to St. Elias under

                                       24
<PAGE>

the Property  Option  Agreement,  an aggregate of $486,000  paid in  exploration
expenditures,  and 50,000 shares of our common stock issued to St.  Elias;  (ii)
breach of the Property Option Agreement  relating to the failure by St. Elias to
provide to us all data and  information  in its  possession or under its control
relating to St.  Elias'  exploration  activities  on and in the  vicinity of the
Vilcoro  Properties;  and (iii) breach of the  Technical  Services  Agreement by
failure of St. Elias to timely  prepare and provide a budget or work programs or
to expeditiously advance the work on the Vilcoro Properties and diversion by St.
Elias of money, time and resources.

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

PETAQUILLA OPTION AGREEMENT

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

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

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

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

                                       25
<PAGE>


As of May 31,  2008,  we  received  $100,000  and the  return  of the  4,000,000
restricted  shares  of  our  common  stock  with  an  estimated  fair  value  of
$5,440,000. As of the date of this Quarterly Report, we have received all of the
100,000 common shares receivable from Petaquilla, previously valued at $270,000.
As of August 31, 2009, the 100,000  shares  received had an estimated fair value
of $45,000 ($0.45 per share).

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

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

Management  is not  aware of any other  legal  proceedings  contemplated  by any
governmental authority or any other party involving us or our properties.  As of
the date of this Quarterly  Report,  no director,  officer or affiliate is (i) a
party adverse to us in any legal proceeding,  or (ii) has an adverse interest to
us in any  legal  proceedings.  Management  is not  aware  of  any  other  legal
proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

As of the date of this  Quarterly  Report,  we have  received  an  aggregate  of
$350,000 towards a planned private placement of units to be offered at $0.05 per
unit (the "2009 Private Placement Offering"). Each unit consists of one share of
our restricted  common stock and one  non-transferable  share  purchase  warrant
exercisable  at $0.25 per share for a period of twelve  months  from the date of
share  issuance  (the  "Unit").  The 2009  Private  Placement  Offering  will be
completed in reliance on Regulation S of the  Securities  Act. It is anticipated
that sales will be made to only non-U.S.  residents.  The 2009 Private Placement
Offering  will not be  registered  under the  Securities  Act or under any state
securities  laws and may not be offered or sold  without  registration  with the
Securities  and  Exchange  Commission  or  an  applicable   exemption  from  the
registration  requirements.  The per share price of the 2009  Private  Placement
Offering  was  arbitrarily  determined  by our  Board of  Directors  based  upon
analysis of certain factors including, but not limited to, stage of development,
industry status, investment climate,  perceived investment risks, our assets and
net estimated worth.

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<PAGE>


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.

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<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.


SIGNATURES

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

                                    GENEVA RESOURCES, INC.

Dated: October 15, 2009             By: /s/ MARCUS JOHNSON
                                        _______________________________________
                                        Marcus Johnson, President/Chief
                                        Executive Officer

Dated: October 15, 2009             By: /s/ D. BRUCE HORTON
                                        ________________________________________
                                        D. Bruce Horton, Chief Financial Officer


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

Dated: October 15, 2009             By: /s/ MARCUS JOHNSON
                                        ________________________________________
                                        Director

Dated: October 15, 2009             By: /s/ D. BRUCE HORTON
                                        ________________________________________
                                        Director



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