U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 Form 10-Q





Mark One




x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the period ended November 30, 2010





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





For the transition period from __  to ___





Commission file number: 0-51583




GENEVA RESOURCES, INC.


(Name of small business issuer in its charter)




Nevada

98-0441019(State or other jurisdiction of incorporationor organization)

( I.R.S. EmployerIdentification No.)





2533 N. Carson Street, Suite 125
 Carson City, Nevada 89706
 (Address of principal executive offices)
  (775) 348-9330
 (Issuer’s telephone number)
 Securities registered pursuant to Section

12(b) of the Act:

Name of each exchange on which

registered:None
 Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, $0.001 par value (Title of Class)




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




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o   No o




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
o
Accelerated filer
oNon-accelerated filer
o
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 o  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 o  No o





Applicable Only to Corporate Registrants




Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:



Class

Outstanding as of  January 12, 2011Common Stock, $0.001 par value

26,173,278 *





*Decreased for reverse stock split of one share for each four shares issued and outstanding effected on the market as of June 18, 2010.




Transitional Small Business Disclosure Format (Check one): Yes o No x




2
 GENEVA RESOURCES, INC.





FORM 10-Q




Part I.
FINANCIAL INFORMATION

F-1Item 1.
Financial Statements

F-1Balance Sheets

F-2Statements of Operations (unaudited)

F-3Statements of Cash Flows (unaudited)

F-4Notes to Financial Statements (unaudited)

F-5 to F-12Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

16Item 3.
Quantitative and Qualitative Disclosures About Market Risk

25Item 4.
Controls and Procedures

25Part II.
OTHER INFORMATION

27Item 1.
Legal Proceedings

27Item 1A.
Risk Factors

28Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

28Item 3.
Defaults Upon Senior Securities

28Item 4
Submission of Matters to a Vote of Security Holders

28Item 5.
Other Information

28Item 6.
Exhibits

28





3





PART I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS



















GENEVA RESOURCES, INC.
 (An Exploration Stage Company)
 
 FINANCIAL STATEMENTS
 
 November 30, 2010
 
 
 
 
     F-1
 
 GENEVA RESOURCES, INC.
 (An Exploration Stage Company)
 
 BALANCE SHEETS
  November 30,

2010


May 31,

2010(unaudited)


(Audited)ASSETSCURRENT ASSETSCash

$
5,052


$
2,141TOTAL CURRENT ASSETS


5,052



2,141TOTAL ASSETS

$
5,052


$
2,141LIABILITIES AND STOCKHOLDERS’ DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities

$
456,326


$
378,087TOTAL CURRENT LIABILITIES


456,326



378,087Shareholders’ loan and accrued interest (Note 6)


70,371



-TOTAL LIABILITIES


526,697



378,087GOING CONCERN CONTINGENCY AND COMMITMENTS(Note 1)STOCKHOLDERS’ DEFICITCapital stock (Note 4)Authorized50,000,000 shares of common stock, $0.001 par value,Issued and outstanding26,173,278 shares of common stock (May 31, 2010 –26,185,778)


26,173



26,186Additional paid-in capital


7,754,491



7,756,478Deficit accumulated during the exploration stage


(8,302,309
)


(8,158,610
)TOTAL  STOCKHOLDERS’ DEFICIT


(521,645
)


(375,946
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
5,052


$
2,141
  The accompanying notes are an integral part of these financial statements
  F-2
  GENEVA RESOURCES, INC.
 (An Exploration stage company)
 STATEMENTS OF OPERATIONS
 (unaudited)
 
 Three Months Ended


Six Months Ended


From inception

(April 5, 2004) toNovember 30,


November 30,


November 30,


November 30,


November 30,2010


2009


2010


2009


2010REVENUE

$
-


$
-


$
-


$
-


$
46,974DIRECT COSTS


-



-



-



-



56,481GROSS MARGIN (LOSS)


-



-



-



-



(9,507
)GENERAL AND ADMINISTRATIVE EXPENSESOffice and general


6,997



4,129



10,198



5,957



173,727Consulting fees


27,000



16,300



42,000



21,300



781,984Marketing expenses


-



-



-



-



894,738Management fees


35,000



-



35,000



-



1,276,406Mineral property expenditures (Note 3)


-



-



-



-



8,258,312Professional fees


12,325



13,538



18,130



26,440



1,175,540TOTAL GENERAL &ADMINISTRATION EXPENSES


(81,322
)


(33,967
)


(105,328
)


(53,697
)


(12,560,707
)NET OPERATING LOSS


(81,322
)


(33,967
)


(105,328
)


(53,697
)


(12,570,214
)OTHER INCOME (EXPENSE)Gain on extinguishment of accrued liability


-



-



-



-



30,000Loss on option deposit


-



-



-



-



(170,474
)Net gain on settlements


-



-



-



-



5,590,784Loss on disposal of available for sale securities


-



-



-



-



(215,190
)Legal settlements


-



-



(38,000
)


-



(38,000
)Beneficial conversion feature


-



-



-



-



(592,062
)Interest expense


(371
)


(43,565
)


(371
)


(87,385
)


(337,153
)TOTAL OTHER INCOME (EXPENSE)


(371
)


(43,565
)


(38,371
)


(87,385
)


4,267,905NET LOSS

$
(81,693
)

$
(77,532
)

$
(143,699
)

$
(141,082
)

$
(8,302,309
)LOSS PER COMMON SHARE BASIC

$
(0.00
)

$
(0.01
)

$
(0.01
)

$
(0.01
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES

OUTSTANDING- BASIC


26,173,278



9,634,216



26,174,841



9,634,216
  The accompanying notes are an integral part of these financial statements
  F-3
  GENEVA RESOURCES, INC.
 (An exploration stage company)
 
 STATEMENTS OF CASH FLOWS
 
 Three months

ended

November 30,

2010


Three months

ended

November 30,

2009


Inception (April 5, 2004) to November30,

2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(143,699
)

$
(141,082
)

$
(8,302,309
)Adjustments to reconcile net loss to net cash used in operating activities:Non-cash mineral property expenditures (recoveries)


-



-



7,580,010Non-cash legal settlements


(2,000
)


-



(2,000
)Non-cash net gain on settlement


-



-



(5,490,784
)Non-cash disposal of available for sale securities


-



-



215,190Non-cash gain on extinguishment of accrued liability


-



-



(30,000
)Stock-based compensation


-



-



1,354,171Non-cash interest related to beneficial conversion feature


-



-



592,062Changes in operating assets and liabilities:Prepaid expenses


-



(183
)


-Increase in deposits


-



(5,000
)


(100,010
)Accrued interest on shareholders’ loan


371



87,385



337,153Due to related parties


-



-



116,500Accounts payable and accrued liabilities


78,239



8,934



1,246,688NET CASH USED IN OPERATING ACTIVITIES


(67,089
)


(49,946
)


(2,483,329
)CASH FLOWS FROM INVESTING ACTIVITIESProceeds on disposal of available for sale securities


-



-



54,810NET CASH PROVIDED BY INVESTING ACTIVITIES


-



-



54,810CASH FLOWS FROM FINANCING ACTIVITIESProceeds on sale and subscriptions of common stock


-



350,000



924,167Proceeds from shareholder loans


70,000



25,904



1,834,404Repayment of shareholder advances


-



(325,000
)


(325,000
)NET CASH PROVIDED BY FINANCING ACTIVITIES


70,000



50,904



2,433,571NET INCREASE IN CASH


2,911



958



5,052CASH, BEGINNING


2,141



2,075



-CASH, ENDING

$
5,052


$
3,033


$
5,052
 
 SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 Cash paid during the period for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-Shares issued for settlement of liability

$
-


$
-


$
2,872,264Shares issued as deposit on option to purchase mineral properties

$
-


$
-


$
65,000
 
 The accompanying notes are an integral part of these financial statements
  F-4
  GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
 NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
 The Company was incorporated in the State of Nevada on April 5, 2004.  The Company was initially formed to engage in the business of reclaiming and stabilizing land in preparation for construction in the United States of America. On November 27, 2006, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Revelstoke Industries, Inc.) would merge with its wholly-owned subsidiary, Geneva Gold Corp. This merger became effective as of December 1, 2006 and the Company changed its name to Geneva Gold Corp. On March 1, 2007, the Company (Geneva Gold Corp.) merged with its wholly-owned subsidiary, Geneva Resources, Inc., pursuant to Articles of Merger that the Company filed with the Nevada Secretary of State. This merger became effective March 1, 2007 and the Company changed its name to Geneva Resources, Inc.  The Company is an exploration stage enterprise, as defined in FASB ASC 915“Development Stage Entities.”
 
 During 2007, the Company entered the business of exploration of precious metals with a focus on the exploration and development of gold deposits in North America and Internationally. During this period the Company entered into Option Agreements to obtain mineral leases in Canada, Panama, Peru and Nigeria.
 
 The Company has a fiscal year of May 31. On May 5, 2006, the Company completed a forward stock split by the issuance of 42 new shares for each 1 outstanding share of the Company’s common stock. On October 13, 2006, the Company completed a forward stock split by the issuance of 4 new shares for each 1 outstanding share of the Company’s stock. On June 18, 2010, the Company completed a reverse stock split by the issuance of 1 new share for each 4 outstanding shares of the Company’s stock.
 
 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 and the 1:4 to reverse split have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.
 
 Going concern
 To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $8,302,309.  As at November 30, 2010, the Company has a working capital deficit of $451,274.  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 dependent 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, 2010 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended November 30, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of Presentation
 These financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.
  F-5
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Use of Estimates and Assumptions
 Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and
 liabilities at the date of the financial statements and the reported amounts of expenses during the period.  Accordingly, actual results could differ from those estimates.
 
 Mineral Property Expenditures
 The Company is primarily engaged in the acquisition, exploration and development of mineral properties.
 
 Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.  In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.
 
 Mineral property exploration costs are expensed as incurred.
 
 When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.
 
 Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
 
 As of the date of these financial statements, the Company has incurred only property option payments and exploration costs which have been expensed.
 
 To date the Company has not established any proven or probable reserves on its mineral properties.
 
 Asset Retirement Obligations
 In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. No ARO’s associated with legal obligations to retire oil and gas properties have been recognized, as indeterminate settlement dates for the asset retirements prevent estimation of the fair value of the associated ARO. The Company performs periodic reviews of its oil and gas properties long-lived assets for any changes in facts and circumstances that might require recognition of a retirement obligation.
 
 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.  At November 30, 2010, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.
 
 Cash and cash equivalents
 Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
  F-6
  GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Available For Sale Securities
 The Company’s holdings in marketable securities classified as available-for-sale are carried at fair value. The carrying value of marketable securities is reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are included in the Company’s statements of operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss).
 
 As of November 30, 2010, the Company has no shares classified as available for sale securities.  During the year ended May 31, 2010 the Company sold all of the shares previously classified as available for sale for net proceeds to the Company of $54,810 and realized a loss of $215,190.
 
 Net Income (Loss) per Share
 The Company computes income (loss) per share in accordance with FASB ASC 260-10, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
 
 Foreign Currency Translation
 The financial statements are presented in United States dollars. In accordance with FASB ASC 830-10, “Foreign Currency Matters,” foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of exchange during the period.  Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.  At November 30, 2010, the Company has not recorded any translation adjustments into stockholders’ equity.
 
 Stock-based Compensation
 On June 1, 2006, the Company adopted FASB ASC 718-10, “Compensation-Stock Compensation,” under this method, compensation cost recognized for the year ended May 31, 2007 included: a) compensation cost for all share-based payments granted prior to, but not yet vested as of May 31, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to May 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of FASB ASC 718-10.  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of FASB ASC 718-10. The results for the prior periods were not restated.
 
 The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the conclusions reached by the FASB ASC 505-50.  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
 
 Fair Value of Financial Instruments
 In accordance with the requirements of FASB ASC 820-10, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
  F-7
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
  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 in cash and issuance of 12,500 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 and issued).
 3.
The third payment of $200,000 in 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 (subsequently indefinitely extended as described above) 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 (subsequently indefinitely extended as described above) 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 defined above, the Company agrees to pay 100% of all ongoing exploration, development and production costs until commercial production and the Company has the right to receive 100% of any cash flow from commercial production of the properties until it has recouped its production costs, after which the cash flow will be allocated 66% to the Company and 34% to St. Elias.
 
 On November 10, 2008, the Company commenced legal proceedings in the Supreme Court of British Columbia, Canada against each of St. Elias and John Brophy P. Geol.  The Company is seeking rescission of the Property Option Agreement and the return of all funds and shares advanced by the Company to St. Elias.  The Company alleges that St. Elias failed to properly discharge its duty as an operator of the Vilcoro Property and also alleges that each of St. Elias and John Brophy failed to provide the Company complete and accurate information relating to the ownership of the Vilcoro Property and to the ownership of the adjacent property, including failing to disclose that John Brophy and his wife had an interest in the Vilcoro Property and the adjacent property.  The Company also has alleged that St. Elias used some of the exploration funds provided by the Company to fund the exploration of the adjoining property.
 
 A statement of Defense was filed by St. Elias and John Brophy on December 23, 2008, denying the majority of the allegations made by the Company. In addition St. Elias and John Brophy also filed a counter claim against the Company for abuse of process and punitive damages.
  F-8
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
  NOTE 3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 a) Vilcoro Gold Property (continued)
 On May 5, 2010, the Company entered into a mutual release with St. Elias pursuant to which St. Elias and the Company agreed to release one another from all causes of action, claims and demands of any nature of kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. As part of the mutual release St. Elias agreed to return the 12,500 shares of common stock previously issued to the Company.  The shares of the Company’s common stock were returned to treasury and cancelled on July 21, 2010.  Accordingly, during the year ended May 31, 2010, the related acquisition costs totaling $165,010 were written off to loss on option deposit. On July 12, 2010, the 12,500 shares were returned to treasury with an estimated fair value of $2,000 which was recorded as legal settlement during the period.
 
 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 1,000,000 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 1,000,000 restricted shares of the Company's common stock with an estimated fair value of $5,440,000. In addition, the Company recorded the 100,000 common shares of Petaquilla, with an estimated fair value of $270,000, as accounts receivable as of May 31, 2008.  The total proceeds of $5,810,000 was included in amounts recorded as gain on settlements during 2008.
 
 During fiscal 2009, the Company received the 100,000 common shares receivable from Petaquilla, previously valued at $270,000.  As of May 31, 2009, the 100,000 shares received had an estimated fair value of $55,000 ($0.55 per share).  During 2010 the Company sold the shares for net proceeds to the Company of $54,810 for a loss on disposal of $215,190.
 
 (c) Amelia and San Martin Concessions
 On November 20, 2009, the Company entered into a Letter Agreement with Glenn Patrick Schmitz (“Optionor”) in connection with the proposed acquisition of an 80% interest in 39 mineral concessions located near Domyeko in Chile. The parties agreed to complete their due diligence and the execution of a Formal Agreement within 60 days of the execution of the Letter Agreement. The material terms and conditions (based on successful due diligence as defined) set out in the term sheet are as follows:
 
 1.
The Company will pay the Optionor $5,000 upon the parties execution of the Letter Agreement. Funds were paid on November 23, 2009.
 2.
The Company will transfer and deliver 500,000 restricted common shares in the capital stock of the Company to the Optionor as follows: 125,000 shares as the initial tranche within thirty days of the Formal Agreement date; 250,000 shares upon the expiry of the first twelve month period after the Formal Agreement date; and 125,000 shares upon the expiry of the second twelve month period after the Formal Agreement date.
 3.
The Company will pay the Optionor further amounts as follows: $300,000 prior to the first anniversary of the Formal Agreement date; an amount to be solely and exclusively determined by the Company in its judgment, based on the First Year Term drilling and explorations results, will be paid as Exploration Expenditures by the Company prior to the Second Anniversary; and an amount to be solely and exclusively determined by the Company in its judgment, based on the Second Year Term drilling and explorations results, will be paid as Exploration Expenditures by the Company prior to the Third Anniversary.
 F-9
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
  NOTE 3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 (c) Amelia and San Martin Concessions (continued)
 Based on the results of the due diligence, the Company has decided not to proceed with this proposed acquisition and made a request for a refund of the $5,000 deposit.  As of May 31, 2010, the $5,000 was written off to loss on option deposit based on uncertainty as to collection.
 
 NOTE 4 – STOCKHOLDERS’ DEFICIT
 
 The Company’s capitalization is 50,000,000 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 (pre-split) 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.  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.  On February 1, 2010, a majority of the Board of Directors approved by way of a stock dividend to undertake a reverse stock split of the common stock of the Company on a 1 new shares for 4 old share basis which was effected on June 18, 2010, decreasing the then outstanding shares from 104,743,062 to 26,185,778.
 
 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 and the 1:4 to reverse split have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.
 
 On September 27, 2006, four founding shareholders returned 7,500,000 of their restricted founders’ shares, previously issued at prices ranging from $0.0016 - $0.009 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 December 1, 2006, the Company issued 1,000,000 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 $4.00 per unit with each unit consisting of one common share and one warrant to acquire an additional common share, exercisable at $6.00 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 100,000 shares were issued on September 9, 2008.
 
 On October 15, 2007, the Company issued 2,500 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 12,500 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 1,000,000 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 21,625 common shares at $5.00 per share totaling $108,125, in settlement of $86,500 in debt owed by the Company to the president of the Company, resulting in a $21,625 loss on the debt settlement.
 
 On May 29, 2008, the Company issued 197,590 common shares at $5.00 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 100,000 common shares at $4.00 per share for proceeds of $400,000 which were received during the year ended May 31, 2008.
  F-10
  GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
 NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
 
 In September and October 2009, the Company received $350,000 towards a planned private placement of Units to be offered at $0.20 per unit with each unit consisting of one common share and one warrant to acquire an additional common share, exercisable at $1.00 for twelve months.  On December 8, 2009, the Company issued 1,750,000 common shares at $0.20 per share in connection with these previously received share subscriptions.
 
 Effective December 7, 2009, the Board of Directors of the Company authorized the issuance of an aggregate of 14,801,562 shares of the Company’s Common Stock in settlement of a total of $1,776,186 at $0.16 per share. In connection with the conversion of the promissory note, we recognized a beneficial conversion feature of $592,062 which was charged to Additional Paid-in Capital. (refer to Note 6).
 
 On February 1, 2010, a majority of the Board of Directors approved by way of a stock dividend to undertake a reverse stock split of the common stock of the Company on a 1 new shares for 4 old share basis, effectuated on June 18, 2010, decreasing outstanding shares from 104,743,062 to 26,185,778.
 
 On July 12, 2010, the Company returned to treasury the 12,500 common shares with an estimated fair value of $2,000 in connection with the settlement with St. Elias (Refer to Note 3a).
 
 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 1,250,000 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 Company granted 375,000 stock options to officers, directors and consultants of the Company at $4.00 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 stock based compensation expense during the year ended May 31, 2007.
 
 On April 28, 2008, the Company granted 87,500 stock options to a director of the Company at $4.80 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 was recorded as a stock based compensation expense during the year ended May 31, 2008.
 
 A summary of the Company’s stock options as of November 30, 2010, and changes during the period then ended is presented below:
 
 Number of Options


Weighted average exercise

Price per share


Weighted average remaining

Contractual life (in years)Outstanding at May 31, 2009


462,500


$
4.15



8.12Granted during the year


-



-



-Exercised during the year


-



-



-Outstanding at May 31, 2010


462,500



4.15



7.12Granted during the period


-



-



-Exercised during the period


-



-



-Outstanding at November 30, 2010


462,500


$
4.15



6.62
  F-11
  GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2010 (unaudited)
 NOTE 6 – SHAREHOLDER’S LOAN
 
 On November 14, 2006, a significant shareholder of the Company advanced $100,000 on behalf of the Company regarding a previous property option agreement.  Additional advances of $303,500, $795,000 and $540,000 were received during the years ended May 31, 2007, 2008 and 2009, respectively under the same terms and conditions.  During the period ended December 1, 2009, an additional $25,902 was advanced by the same shareholder and $325,000 of accrued interest was repaid leaving an amount owing as of December 1, 2009 of $1,776,186 (May 31, 2009 - $1,987,899).  These amounts were unsecured, bear interest at 10% per annum, and have no set terms for repayment.
 
 Effective December 7, 2009, the Board of Directors of the Company authorized the settlement of the remaining outstanding advances and accrued interest aggregating to $1,776,186.  This Debt was evidenced by a demand convertible promissory note dated December 1, 2009 in the principal amount of $1,776,186 issued to the above significant shareholder.  In accordance with the terms and provisions of the Promissory Note, in the event the Company was unable to repay the debt, the debt could be satisfied by way of conversion of the debt into shares of the Company’s restricted common stock at $0.16 per share. Subsequently the shareholder assigned a proportionate right of its title and interest in and to the debt and the convertible promissory note to certain Assignees.  On December 7, 2009, the Company received notices of conversion from the respective Assignees, pursuant to which the Board of Directors of the Company authorized the issuance of an aggregate of 14,801,562 shares of the Company’s Common Stock proportionately to the Assignees in settlement of the $1,776,186 at the rate of $0.16 per share. In connection with the Convertible Promissory Note, the Company recognized a beneficial conversion feature of $592,062 which was charged to Additional Paid-in Capital.
 
 During the period ended November 30, 2010 two shareholders advanced the Company $70,000.  These amounts were unsecured, bear interest at 5% per annum and have a two year repayment term.  Interest and principal are due at the end of the term of the loan. As of November 30, 2010, there was $70,371 in principal and accrued interest due to shareholders.
 
 NOTE 7 – LEGAL PROCEEDINGS
 
 On October 26, 2009, Stacey Kivel, former president of the Company filed a lawsuit of wrongful dismissal in the State of Nevada. During July 2007, we terminated the employment of Stacey Kivel, our then President, for cause. Subsequently, Ms. Kivel has made certain false allegations against us. We refute her allegations and believe termination was justified. On October 13, 2010 all parties agreed to a settlement to which the Company agreed to pay Ms. Kivel, $40,000 (paid on October 27, 2010).
 
 On May 5, 2010, we entered into that certain mutual release with St. Elias (the “Mutual Release”) pursuant to which we and St. Elias agreed to release one another from all causes of action, claims and demands of any nature or kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. On July 12, 2010, 12,500 common stock shares were returned treasury with an estimated fair value of $2,000, thus reducing our total issued and outstanding to 26,173,278 shares of common stock.


F-12




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.”.




RECENT DEVELOPMENTS




June 2010 Reverse Stock Split




On February 1, 2010, our Board of Directors authorized and approved a reverse stock split of one for every four (1:4) of our total issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the Reverse Stock Split was in our best interests and those of the shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Reverse Stock Split, including: (i) current trading price of or shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of our common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; and (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.




4




The Reverse Stock Split was effectuated on June 18, 2010 upon filing the appropriate documentation with FINRA. The Reverse Stock Split decreased our total issued and outstanding shares of common stock from 104,743,062 to 26,185,778 shares of common stock. The common stock will continue to be $0.001 par value.




Our trading symbol on the Over-the-Counter Bulletin Board remains “GVRS:OB”.




Certificate of Change




On June 18, 2010, we filed with the Nevada Secretary of State a certificate of change to the Articles of Incorporation to decrease our authorized capital structure commensurate with the decrease of our shares pursuant to the Reverse Stock Split. Therefore, as of the date of this Annual Report, our authorized capital structure has been decreased from 200,000,000 shares of common stock to 50,000,000 shares of common stock, par value of $0.001.





CURRENT BUSINESS OPERATIONS





MINERAL PROPERTIES





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.





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.




5





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 12,500 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 extended 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 extended of execution of the Vilcoro Option Agreement.





Under further terms of the Vilcoro Option Agreement: (i) St. Elias would have been the operator (the “Operator”) of the Vilcoro Properties and would have received an 8% operator fee on all exploration expenditures; (ii) once we exercised the Vilcoro Option, we agreed to pay 100% of all on-going exploration, development and production costs until commercial production (the “Production Costs”); and (iii) we would have had the right to receive 100% of any cash flow from commercial production of the Vilcoro Properties until we recouped the Production Costs after which the cash flow would have been allocated 66% to us and 34% to St. Elias.




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 related to the Property Option Agreement.




The Statement of Claim alleged 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 entitled 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 12,500 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.




6





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.




We sought to rescind the Property Option Agreement and the Technical Services Agreement and damages associated with tortious misrepresentation and breach, punitive or exemplary damages.




On May 5, 2010, we entered into a mutual release with St. Elias (the “Mutual Release”) pursuant to which we and St. Elias agreed to release one another from all causes of action, claims and demands of any nature or kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. On July 12, 2010, the 12,500 common stock shares issued to Elias previously were returned to treasury.




Amelia and San Martin





As of November 30, 2009, we entered into a letter agreement (the “Letter Agreement”) with Glenn Patrick Schmitz (the “Optionor”), in connection with the proposed acquisition of an 80% interest in thirty-nine mineral concessions located near Domyeko in Chile. In accordance with the terms and provisions of the Letter Agreement: (i) we paid the Optionor $5,000 upon execution of the Letter Agreement; (ii) we were to issue to the Optionor an aggregate of 2,000,000 shares of our restricted common stock as follows: (a) 500,000 shares as the initial tranche within thirty days of execution of a formal and  definitive agreement (the “Formal Agreement”), (b) 1,000,000 shares upon the expiration of the first twelve month period after execution of the Formal Agreement, and (c) 500,000 shares upon the expiration of the second twelve month period after execution of the Formal Agreement; (iii) we were to pay the Optionor further amounts as follows: (a) $300,000 prior to the expiration of the first twelve month period after execution of the Formal Agreement, (b) an amount to be paid by us as exploration expenditures prior to expiration of the second twelve month period after execution of the Formal Agreement, which amount was to be solely and exclusively determined by us based on the first year term drilling and exploration results, and (c) an amount to be paid by us as exploration expenditures prior to expiration of the third twelve month period after execution of the Formal Agreement, which amount was to be solely and exclusively determined by us based on the second year term drilling and exploration results.





Subsequent to November 30, 2009, we engaged in due diligence. As of the date of this Quarterly Report, we have decided not to proceed with this proposed acquisition and made a request for the return of the $5,000. As of May 31, 2010, the $5,000 was written off to mineral property expenditures based on uncertainty as to collection.




7





PROPOSED FUTURE BUSINESS OPERATIONS





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





Our ability to continue to complete planned exploration activities and expand acquisitions and explore mining opportunities is dependent on adequate capital resources being available and further sources of debt and equity being obtained, however, there can be no assurance that further sources of debt or equity will be available or on acceptable terms.





RESULTS OF OPERATION




Six Month Period Ended November 30, 2010 Compared to Six Month Period Ended November 30, 2009.




The summarized financial data set forth in the tables below and discussed in this section should be read in conjunction with our financial statements and related notes for the six month periods ended November 30, 2010 and November 30, 2009, which financial statements are included elsewhere in this Quarterly Report.




8




Six Month

Period Ended November 30, 2010


Six Month

Period Ended

November 30,

2009


Inception

(April 5, 2004)

to November 30,

2010Revenue


-0-



-0-


$
46,974Direct Costs


-0-



-0-



56,481Gross Margin (Loss)


-0-



-0-



(9,507
)General and Administrative ExpensesOffice and general


10,198



5,957



173,727Consulting fees


42,000



21,300



781,984Marketing expenses


-0-



-0-



894,738Management fees


35,000



-0-



1,276,406Mineral property expenditures


-0-



-0-



8,258,312Professional fees


18,130



26,440



1,175,540Net Operating Loss

$
(105,328
)

$
(53,697
)

$
(12,570,214
)Other Income(Expense)Gain on extinguishment of        accrued liabilities


-0-



-0-



30,000Legal settlements


(38,000
)


-0-



(38,000
)Loss on option deposit


-0-



-0-



(170,474
)Loss on disposal of available    for sale securities


-0-



-0-



(215,190
)Interest expense


(371
)


(87,385
)


(337,153
)Beneficial conversion feature


-0-



-0-



(592,062
)Net gain on settlements


-0-



-0-



5,590,784Total Other Income(Expense)


(38,371
)


(87,385
)


4,267,905Net Loss

$
(143,699
)

$
(141,082
)

$
(8,302,309
)





Our net loss during the six month period ended November 30, 2010 was $143,699 compared to a net loss during the six month period ended November 30, 2009 of $141,082  (an increase in net loss of $2,617). During the six month periods ended November 30, 2010 and November 30, 2009, respectively, we did not generate any revenue.





During the six month period ended November 30, 2010, we incurred general and administrative expenses in the aggregate amount of $105,328 compared to $53,697 incurred during the six month period ended November 30, 2009 (an increase of $51,631). General and administrative expenses incurred during the six month period ended November 30, 2010 consisted of: (i) office and general of $10,198 (2009: $5,957); (ii) consulting fees of $42,000 (2009: $21,300);  (iii) management fees of $35,000 (2009: $-0-); (iv) and  professional fees of $18,130 (2009: $26,440). The increase in general and administrative expenses incurred during the six month period ended November 30, 2010 compared to the six month period ended November 30, 2009 resulted primarily from an increase in consulting fees of $20,700 and management fees of $35,000. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, management fees and consulting costs.





9





The incurrence of general and administrative expenses resulted in a net operating loss of ($105,328) during the six month period ended November 30, 2010 compared to a net operating loss of ($53,697) during the six month period ended November 30, 2009. Net operating loss was further increased by the recording of interest expense of $371 (2009: $87,385) and an increase in legal settlements during the period of $38,000 (2009: $-0-).





During the six month period ended November 30, 2010, we recorded total other expense in the amount of $38,371, which represents interest expense and the net legal settlements entered into during the period compared to total other expense recorded during the six  month period ended November 30, 2009 in the amount of $87,385, which represented interest expense.





The weighted average number of shares outstanding was 26,174,841 at November 30, 2010 compared to 9,634,216 at November 30, 2009.




Three Month Period Ended November 30, 2010 Compared to Three Month Period Ended November 30, 2009.




Our net loss during the three month period ended November 30, 2010 was approximately ($81,693) compared to a net loss of ($77,532) for the three month period ended November 30, 2009 (an increase of $4,161).





During the three month period ended November 30, 2010 and November 30, 2009, respectively, we did not generate any revenue. During the three month period ended November 30, 2010, we incurred general and administrative expenses in the aggregate amount of $81,322 compared to $33,967 incurred during the three month period ended November 30, 2009 (an increase of $47,355). The operating expenses incurred during the three month period ended November 30, 2010 consisted of: (i) office and general of $6,997 (2009: $4,129); (ii) consulting fees of $27,000 (2000: $16,300); (iii) management fees of $35,000 (2009: $-0-); and (iv) professional fees of $12,325 (2009: $13,538). The increase in general and administrative expenses incurred during the three month period ended November 30, 2010 compared to the three month period ended November 30, 2009 resulted primarily from an increase in consulting fees and management fees based upon the increased activities in reviewing potential acquisition and development programs for the Company.





The incurrence of general and administrative expenses resulted in a net operating loss of ($81,322) during the three month period ended November 30, 2010 compared to a net operating loss of ($33,967) during the three month period ended November 30, 2009. Net loss was increased by the recording of interest expense of $371 (2009: $43,565).





10





LIQUIDITY AND CAPITAL RESOURCES





Six Month Period Ended November 30, 2010





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





At November 30, 2010, our current assets were $5,052 and our current liabilities were $456,326, resulting in a working capital deficit of ($451,274). At November 30, 2010, our total assets were $5,052 compared to total assets of $2,141 as of May 31, 2010. Total assets at November 30, 2010 consisted of $5,052 in cash. At November 30, 2010, our current liabilities were $456,326 compared to current liabilities of $378,087 as of May 31, 2010. Our current liabilities consisted of $456,326 in accounts payable and accrued liabilities. The increase in current liabilities was primarily due to the increase in accounts payables.





Stockholders’ deficit increased from $375,946 as of May 31, 2010 to $521,645 as of November 30, 2010


We have not generated positive cash flows from operating activities. For the six month period ended November 30, 2010, net cash flow used in operating activities was $($67,089) compared to net cash flow used in operating activities of ($49,946) for the six  month period ended November 30, 2009. Net cash flow used in operating activities during the six month period ended November 30, 2010 consisted primarily of a net loss of ($143,699) adjusted by $38,000 for the legal settlements pertaining to the return of the 12,500 shares of common stock by St. Elias and Ms. Kivel’s settlement. Net cash flow used in operating activities was further changed by an increase of $371 in accrued interest on shareholders’ loans and $38,239 in accounts payable and accrued liabilities.





During the six month periods ended November 30, 2010 and November 30, 2009, net cash flow provided from investing activities was $-0-.





During the six month periods ended November 30, 2010 and November 30, 2009, net cash flow provided from financing activities was $70,000 and $50,904, respectively.





PLAN OF OPERATION AND FUNDING





Existing working capital, further advances and possible debt instruments, anticipated warrant exercises, further private placements, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt securities.





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




11




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 2010.




Shareholder Loan





On November 14, 2006, one of our shareholders advanced to us an aggregate of $100,000 regarding the Petaquilla Option Agreement. Additional advances of $303,500, $795,000 and $540,000 were received during fiscal years ended May 31, 2007, May 31, 2008 and May 31, 2009, respectively, under the same terms and conditions. Total accrued interest of $249,400 as of May 31, 2009 was recorded. During the current period to December 31, 2009, an additional $25,902 was advanced by the same shareholder, and a total of $87,384 of accrued interest was recorded. A total of $325,000 of accrued interest was repaid leaving an amount due and owing as of December 1, 2009 of $1,776,186.





Effective December 7, 2009, our Board of Directors authorized the settlement of the $1,776,186 dbet.  This debt was evidenced by a demand convertible promissory note dated December 1, 2009 in the principal of $1,776,186 issued to the above shareholder.  In accordance with the terms and provisions of the promissory note, in the event we were unable to repay the debt, the debt could be satisfied by way of conversion of the debt into shares of our restricted common stock at $0.16 per share. Subsequently the shareholder assigned a proportionate right of its title and interest in and to the debt and the convertible promissory note to certain assignees.  On December 7, 2009, we received notices of conversion from the respective assignees, pursuant to which our Board of Directors authorized the issuance of an aggregate of 14,801,562 shares of our common stock proportionately to the Assignees in settlement of the $1,776,186 at the rate of $0.16 per share. In connection with the conversion of the promissory note, we recognized a beneficial conversion feature of $592,062 which was charged to Additional Paid-in Capital.





During the period ended November 30, 2010 two shareholders advanced the Company $70,000.  These amounts were unsecured, bear interest at 5% per annum and have a two year repayment term.  Interest and principal are due at the end of the term of the loan. As of November 30, 2010, there was $70,371 in principal and accrued interest due to shareholders.





PURCHASE OF SIGNIFICANT EQUIPMENT





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




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




INTEREST RATE




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




ITEM 4. CONTROLS AND PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





As of the six month period ended November 30, 2010, which is the end of the quarterly period covered by this Quarterly Report, our Chief Executive Officer and interim 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 interim 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 interim Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.





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Management’s Report on Internal Control Over Financial reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we evaluated the effectiveness of our internal control over financial reporting as of November 30, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.





Inherent Limitations on Effectiveness of Controls





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





Changes in Internal Controls





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





AUDIT COMMITTEE REPORT





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





The audit committee has reviewed and discussed with management our reviewed financial statements as of and for the six month period ended November 30, 2010. The audit committee has received and reviewed the written disclosures and the letter from De Joya Griffith & Company, LLC., required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence.





Based on the reviews and discussions referred to above, the audit committee has recommended to the Board of Directors that the reviewed financial statements referred to above be included in our Quarterly Report on Form 10-Q for the six month period ended November 30, 2010 filed with the Securities and Exchange Commission.





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PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





On October 26, 2009, Stacey Kivel, former president of the Company filed a lawsuit of wrongful dismissal in the State of Nevada. During July 2007, we terminated the employment of Stacey Kivel, our then President, for cause. Subsequently, Ms. Kivel has made certain false allegations against us. We refute her allegations and believe termination was justified. On October 13, 2010 all parties agreed to a settlement to which the Company agreed to pay Ms. Kivel, $40,000 (paid October 27, 2010).




MUTUAL RELEASE




On May 5, 2010, we entered into that certain mutual release with St. Elias (the “Mutual Release”) and all related parties pursuant to which we and St. Elias agreed to release one another from all causes of action, claims and demands of any nature or kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. On July 12, 2010, 12,500 common stock shares were returned treasury thus reducing our total issued and outstanding to 26,173,278 shares of common stock




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 “Cease Trade Order”) from the British Columbia Securities Commission (the “BCSC”), which is limited to the Province of British Columbia, for not filing a technical report under Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) respecting certain previous disclosure regarding certain of our material property interests. The Cease Trade Order was originally issued as a result of the BCSC having reviewed the technical and scientific disclosure issued by us relating to our mineral exploration properties and having determined that the disclosure made by us required us to draft and file with the BCSC a National Instrument 43-101 technical report on our then Nigerian property. As a consequence of the Cease Trade Order, we engaged legal counsel in connection with this matter in order to determine the exact manner in which we would 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.




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




On May 19, 2010, we issued a news release retracting our previous disclosure on the Nigerian properties explaining our failure to file the technical report and updating and correcting our technical disclosure on our then Vilcoro property in Peru. In addition, we announced in a news release dated May 25, 2010 and Current Report on Form 8-K that we had settled the legal proceedings relating to the Vilcoro property.




The BCSC revoked the Cease Trade Order and, therefore, effective opening of trading on May 31, 2010, trading in our shares of common stock in the Province of British Columbia resumed.




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.




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ITEM 1A. RISK FACTORS





No report required.





ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES





No report required





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





No report required.





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





No report required.





ITEM 5. OTHER INFORMATION





No report required.




ITEM 6. EXHIBITS




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




Exhibit Number

Description of Exhibit31.1

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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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: January 14, 2011
By:
/s/ MARCUS JOHNSONMarcus Johnson, President/ChiefExecutive OfficerDated: January 14, 2011
By:
/s/ MARCUS JOHNSONMarcus Johnson, Interim Chief Financial Officer





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





Dated: January 14, 2011
By:
/s/ MARCUS JOHNSONDirector





Dated: January 14, 2011
By:
/s/ ANGELO VIARDDirector





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