U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


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

                     For the period ended February 29, 2008

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


                For the transition period from ______ to _______


                         COMMISSION FILE NUMBER: 0-32593


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


             NEVADA                                              98-0441019
_________________________________                            ___________________
  (STATE OR OTHER JURISDICTION                                 I.R.S. EMPLOYER
OF 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
            12(b) OF THE ACT:                               ON WHICH REGISTERED:

                  NONE


          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $0.001PAR VALUE
                          _____________________________
                                (TITLE OF CLASS)


<PAGE>


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

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

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

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding
of each of the issuer's classes of common
stock, as of the most practicable date:
Class                                           Outstanding as of April 11, 2008

     Common Stock, $0.001 par value                        41,260,000

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








                                       2


<PAGE>


                             GENEVA RESOURCES, INC.

                                   FORM 10-QSB


                                                                            Page

PART I.   FINANCIAL INFORMATION                                               4

Item 1.   FINANCIAL STATEMENTS

               Balance Sheet                                                  5
               Statements of Operations                                       6
               Statements of Cash Flows                                       7
               Notes to Financial Statements                                  8

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION.       17

Item 3.   CONTROLS AND PROCEDURES.                                           27

PART II.  OTHER INFORMATION.                                                 28

Item 1.   LEGAL PROCEEDINGS.                                                 28

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.                         29

Item 3.   DEFAULTS UPON SENIOR SECURITIES.                                   30

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.               30

Item 5.   OTHER INFORMATION.                                                 30

Item 6.   EXHIBITS.                                                          33

          SIGNATURES                                                         34




                                       3


<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS











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

                              FINANCIAL STATEMENTS

                                FEBRUARY 29, 2008
                                   (UNAUDITED)
















                                       4


<PAGE>



<TABLE>
<CAPTION>

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

                                 BALANCE SHEETS

                                                                            February 29,         May 31,
                                                                                2008               2007
___________________________________________________________________________________________________________
                                                                            (unaudited)         (audited)
___________________________________________________________________________________________________________
<S>                                                                         <C>                 <C>

                                     ASSETS
CURRENT ASSETS
   Cash                                                                     $     43,452        $     5,749
___________________________________________________________________________________________________________
TOTAL ASSETS                                                                $     43,452        $     5,749
===========================================================================================================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                 $    914,986       $  1,028,011
   Due to related parties (Note 6)                                               116,500             47,500
   Shareholder's loan (Note 7)                                                 1,023,500            403,500
   Accrued interest (Note 7)                                                      60,065             11,390
___________________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                                      2,115,051          1,490,401
___________________________________________________________________________________________________________


STOCKHOLDERS' DEFICIT
   Common stock, 200,000,000 shares authorized with $0.001 par value,
   Issued and outstanding 41,260,000 shares of common stock                       41,260             41,200
      (May 31, 2007 - 41,200,000)
   Additional paid-in capital                                                  8,578,578          8,498,638
   Private placement subscriptions                                               400,000                  -
   Deficit accumulated during the exploration stage                          (11,091,437)       (10,024,490)
___________________________________________________________________________________________________________
TOTAL STOCKHOLDERS' DEFICIT                                                   (2,071,599)        (1,484,652)
___________________________________________________________________________________________________________
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $     43,452       $      5,749
===========================================================================================================


The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       5


<PAGE>

<TABLE>
<CAPTION>

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

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                                                                                               From
                                                                                                             inception
                                                  Three Months Ended             Nine Months Ended        (April 5, 2004)
                                              ___________________________   ___________________________         to
                                              February 29,   February 28,   February 29,   February 28,    February 29,
                                                   2008           2007           2008           2007           2008
________________________________________________________________________________________________________________________
<S>                                           <C>            <C>            <C>            <C>             <C>

REVENUE                                       $          -   $          -   $          -   $          -    $      46,974
________________________________________________________________________________________________________________________

DIRECT COSTS                                             -              -              -              -           56,481
________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                               26,862         29,697         87,640         45,579          167,449
   Consulting fees                                  25,000         26,562         55,000         52,263          433,027
   Marketing expenses                                9,820              -         16,840              -          893,083
   Management Fees                                  25,000              -         87,000              -          852,906
   Mineral property expenditures (Note 3)          230,539         50,000        565,462      7,550,000        8,183,322
   Professional fees                                69,411         54,927        255,005        125,161          552,143
________________________________________________________________________________________________________________________

TOTAL GENERAL &
     ADMINISTRATION EXPENSES                       386,632        161,186      1,066,947      7,773,003       11,081,930
________________________________________________________________________________________________________________________

NET LOSS                                      $   (386,632)  $   (161,186)  $ (1,066,947)  $ (7,773,003)   $ (11,091,437)
========================================================================================================================


BASIC LOSS PER COMMON SHARE                   $      (0.01)  $      (0.00)  $      (0.03)  $      (0.20)
=======================================================================================================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   - BASIC                                      41,226,484     41,155,556     41,210,474     38,504,029
=======================================================================================================


The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       6


<PAGE>

<TABLE>
<CAPTION>
                             GENEVA RESOURCES, INC.
                          (FORMERLY GENEVA GOLD CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                                               From
                                                                                                             inception
                                                                                 Nine Months Ended        (April 5, 2004)
                                                                            ___________________________         to
                                                                            February 29,   February 28,    February 29,
                                                                                 2008           2007           2008
________________________________________________________________________________________________________________________
<S>                                                                         <C>            <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                  $ (1,066,947)  $ (7,773,003)   $ (11,091,437)
  Adjustments to reconcile net loss to net cash used in operating
     activities:
     Non-cash mineral property expenditures                                       80,000      7,400,000        7,480,000
     Stock-based compensation                                                          -              -          965,671
  Changes in operating assets and liabilities:
     Accounts receivable                                                               -              -                -
     Prepaid expenses                                                                  -              -                -
     Accrued interest on shareholder's loan                                       48,675          3,126           60,065
     Due to related parties                                                       69,000        (16,799)         116,500
     Accounts payable and accrued liabilities                                   (113,025)       143,523          914,986
________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                           (982,297)      (243,153)      (1,554,215)
________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from common stock sales and subscriptions                             400,000              -          574,167
  Proceeds from shareholder advances                                             620,000        185,000        1,023,500
________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                      1,020,000        185,000        1,597,667
________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                   37,703        (58,153)          43,452

CASH, BEGINNING                                                                    5,749         73,383                -
________________________________________________________________________________________________________________________

CASH, ENDING                                                                $     43,452   $     15,230    $      43,452
========================================================================================================================


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

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


The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       7


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

During the quarter ended November 30, 2006, the Company  entered the business of
exploration of precious  metals with a focus on the  exploration and development
of gold  deposits in North America and  Internationally.  During 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 $11,091,437. As at February
29, 2008, the Company has a working capital  deficit of $2,071,599.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private placements and advances from related parties as may be required.

UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for financial information and with
the  instructions  to Form  10-QSB of  Regulation  S-B.  They do not include all
information  and  footnotes   required  by  United  States  generally   accepted
accounting  principles for complete  financial  statements.  However,  except as
disclosed  herein,  there  has  been  no  material  changes  in the  information
disclosed in the notes to the  financial  statements  for the year ended May 31,
2007,  included in the  Company's  Annual  Report on Form 10-KSB  filed with the
Securities and Exchange Commission. The unaudited financial statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of Management,  all adjustments  considered  necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for  the  nine  months  ended  February  29,  2008,  are not
necessarily  indicative  of the results that may be expected for the year ending
May 31, 2008.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

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

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


                                       8


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

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

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

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

Mineral property exploration costs are expensed as incurred.

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

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

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

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

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

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  As of February 29, 2008, any potential costs relating
to the ultimate disposition of the Company's mineral property interests have not
yet been determinable.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at February 29, 2008,  the Company had net operating
loss carry forwards.  However, due to the uncertainty of realization the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss carry  forwards.  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


                                       9


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

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

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.

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

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

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

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

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


                                       10


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
________________________________________________________________________________

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities,  including  an  amendment of FASB
Statement No. 115" ("SAS 159").  SFAS 159 permits companies to choose to measure
many  financial  instruments  and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure  requirements  designed to facilitate  comparisons  between companies
that choose  different  measurement  attributes  for similar types of assets and
liabilities.  The provisions of FAS 159 become  effective as of the beginning of
our 2009 fiscal year. We do not expect that the adoption of SFAS 159 will have a
material impact on our financial condition or results of operations.

In  December  2007,  the FASB  issued  SFAS  160,  Noncontrolling  Interests  in
Consolidated Financial Statements, an Amendment of ARB 51 ("SFAS 160"). SFAS 160
establishes new accounting and reporting standards for noncontrolling  interests
in a  subsidiary  and for the  deconsolidation  of a  subsidiary.  SFAS 160 will
require  entities  to  classify  noncontrolling  interests  as  a  component  of
stockholders'  equity and will require subsequent changes in ownership interests
in a subsidiary to be accounted for as an equity transaction. Additionally, SFAS
160 will  require  entities to recognize a gain or loss upon the loss of control
of a subsidiary and to remeasure any ownership  interest  retained at fair value
on that date.  This statement also requires  expanded  disclosures  that clearly
identify and  distinguish  between the interests of the parent and the interests
of the noncontrolling  owners.  SFAS 160 is effective on a prospective basis for
years,  and interim  periods within those years,  beginning on or after December
15, 2008,  except for the  presentation and disclosure  requirements,  which are
required to be applied retrospectively. Early adoption is not permitted.

At February 29, 2008, the Company did not have any  noncontrolling  interests in
subsidiaries.  Management is currently evaluating the effects, if any, that SFAS
160 will have upon the presentation and disclosure of  noncontrolling  interests
in the consolidated financial statements.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement No. 133,"
(SFAS "161") as amended and  interpreted,  which requires  enhanced  disclosures
about an entity's  derivative and hedging  activities  and thereby  improves the
transparency  of financial  reporting.  Disclosing the fair values of derivative
instruments  and their  gains and  losses in a tabular  format  provides  a more
complete picture of the location in an entity's financial statements of both the
derivative  positions existing at period end and the effect of using derivatives
during  the  reporting  period.   Entities  are  required  to  provide  enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative  instruments  and  related  hedged  items  are  accounted  for  under
Statement  133  and  its  related   interpretations,   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial  performance,  and cash flows. SFAS No. 161 is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted.

At February 29, 2008,  the Company did not have any  derivative  instruments  or
hedging activities. Management is aware of the requirements of SFAS 161 and will
disclose when appropriate.

FASB  Interpretation  48  prescribes a  recognition  threshold and a measurement
attribute for the  financial  statement  recognition  and  measurement  of a tax
position  taken  or  expected  to be taken in a tax  return.  Benefits  from tax
positions should be recognized in the financial  statements only when it is more
likely than not that the tax position will be sustained upon  examination by the
appropriate  taxing  authority  that would have full  knowledge  of all relevant
information. The amount of tax benefits to be recognized for a tax position that
meets the more-likely-than-not  recognition threshold is measured as the largest
amount of benefit that is greater than fifty  percent  likely of being  realized
upon ultimate settlement. Tax benefits relating to tax positions that previously
failed  to  meet  the  more-likely-than-not   recognition  threshold  should  be
recognized  in the first  subsequent  financial  reporting  period in which that
threshold is met or certain other events have  occurred.  Previously  recognized
tax   benefits   relating   to  tax   positions   that  no   longer   meet   the
more-likely-than-not  recognition  threshold should be derecognized in the first
subsequent  financial reporting period in which that threshold is no longer met.
Interpretation 48 also provides guidance on the accounting for and disclosure of
tax  reserves  for  unrecognized  tax  benefits,   interest  and  penalties  and
accounting in interim periods.  Interpretation  48 is effective for fiscal years
beginning  after  December  15,  2006.  The  change in net assets as a result of
applying this  pronouncement  will be a change in accounting  principle with the
cumulative  effect of the change  required to be treated as an adjustment to the
opening balance of retained earnings on January 1, 2007, except in certain cases
involving   uncertainties   relating  to  income  taxes  in  purchase   business
combinations. In such instances, the impact of the adoption of Interpretation 48
will result in an  adjustment  to  goodwill.  While the Company  analysis of the


                                       11


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

impact of adopting  Interpretation 48 is not yet complete, it does not currently
anticipate  it  will  have  a  material  impact  on the  Company's  consolidated
financial statements.


NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

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

After  review of the  property  the Company  decided on  November 5, 2007,  with
agreement from War Eagle Mining Company to terminate its Mineral Property Option
Agreement.  The  Company  has no ongoing  obligations  in  connection  with this
terminated option agreement.

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

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

     1.   The sum of $100,000 in cash (paid).

     2.   4,000,000  common  shares of the Company to be issued and delivered to
          Petaquilla  within five  business days from the execution and delivery
          of the Option  Agreement.  On December 1, 2006,  the Company issued to
          Petaquilla  4,000,000  common shares from the treasury of the Company,
          at which  time  Petaquilla  became a  significant  shareholder  of the
          Company.  The  estimated  fair  value  of  the  4,000,000  shares  was
          $7,400,000 and has been recorded as mineral property  expenditures and
          included in operating results for the year ended May 31, 2007.

     3.   An  additional  $200,000  in cash to be  paid  by wire  transfer,  and
          exploration  expenditures  of not less than  $1,000,000 to be incurred
          and paid,  both on or before May 31, 2007. An  additional  $300,000 in
          cash to be paid by wire transfer, and exploration  expenditures of not
          less than  $3,000,000  to be incurred and paid,  both on or before May
          31, 2008.

     4.   Cumulative exploration  expenditures of not less than $6,000,000 to be
          incurred  and paid on or before  May 31,  2009.  Subject  to the prior
          exercise of the First  Option,  and in  accordance  with the terms and
          conditions  of the  Option  Agreement,  Petaquilla  has  therein  also
          granted to the Company  the  exclusive  right and further  option (the
          "Second Option") to increase the Company's  undivided  interest in the
          property  from 60% to 70% by  incurring  and paying for an  additional
          $3,000,000  in  exploration  expenditures  during the  period  between
          exercise of the First Option and May 31, 2010.

     5.   During the term of the Option  Agreement,  Petaquilla  is  entitled to
          nominate up to 40% of the total number of directors of the Company.

     6.   In  addition,  the Company is to  establish a stock  option plan which
          allocates  not less than 15% of the then issued  shares in the capital
          of the  Company  for the  granting  of  options  and  shall  grant  to
          Petaquilla,  or its nominees stock options equal in number to not less
          than one-third of the number of options allocated under such plan.

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


                                       12


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

Subsequent to February 29, 2008, the Company entered into a settlement agreement
and mutual release with Petaquilla to resolve these various actions and disputes
(refer to Note 9).

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

On December 1, 2007, we entered into an extension  agreement with St. Elias (the
"December Extension  Agreement".  The December Extension Agreement  acknowledges
that  in  accordance  with  the  terms  and  provisions  of the  Vilcoro  Option
Agreement,  we must  incur  and pay  exploration  expenditures  of not less than
$500,000  prior to January 17, 2008,  and provides an extension  until March 31,
2008 to incur and pay such Exploration Expenditures. On March 28, 2008 a further
extension  was  granted  until June 30,  2008 to incur and pay such  Exploration
Expenditures.

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 of the signing of the Property Option Agreement.

     2.   expenditures  of  $750,000  are to be incurred on or before the twenty
          fourth  month  anniversary  of  the  signing  of the  Property  Option
          Agreement; and

     3.   expenditures  of $1,250,000 are to be incurred on or before the thirty
          sixth  month  anniversary  of  the  signing  of  the  Property  Option
          Agreement.

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

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

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

After  review of the  property,  the Company  decided on January 31, 2008 not to
extend its due  diligence  period and not to proceed  with the Mineral  Property
Option Agreement. The Company has no ongoing obligations in connection with this
agreement.


                                       13


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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

On September 27, 2006, four founding  shareholders returned 7,500,000 (pre - 4:1
Forward  Split)  of their  restricted  founders'  shares,  previously  issued at
$0.0016 - $0.009 (pre - 4:1 Forward Split) per share, to treasury and the shares
were subsequently cancelled by the Company. The shares were returned to treasury
for no consideration to the founding shareholders.

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

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

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

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

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

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

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

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

On May 9, 2007,  the  Company  granted  1,500,000  stock  options  to  officers,
directors and  consultants of the Company at $1.00 per share.  The term of these
options  are ten years.  The total  fair  value of these  options at the date of
grant was $965,671,  and was estimated  using the  Black-Scholes  option pricing
model with an expected life of 3 years,  a risk free  interest rate of 4.49%,  a
dividend yield of 0% and expected  volatility of 164% and has been recorded as a
stock based compensation expense in the year ended May 31, 2007.


                                       14


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

A summary of the Company's  stock  options as of February 29, 2008,  and changes
during the period then ended is presented below:

<TABLE>
<CAPTION>
_____________________________________________________________________________________________
                                                   Weighted average        Weighted average
                                     Number of      exercise Price       remaining Contractual
                                      Options         per share             life (in years)
_____________________________________________________________________________________________
<S>                                  <C>                <C>                      <C>

OUTSTANDING AT MAY 31, 2006              -              $   -                       -
Granted during the year              1,500,000           1.00                       -
Exercised during the year                -                  -                       -
_____________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2007          1,500,000           1.00                    9.94
Granted during the period            1,500,000              -                       -
Exercised during the period              -                  -                       -
_____________________________________________________________________________________________

OUTSTANDING AT FEBRUARY 29, 2008     1,500,000          $1.00                    9.19
_____________________________________________________________________________________________

</TABLE>

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES
During the nine month period  ended  February  29,  2008,  the Company  incurred
$87,000 for management  fees to officers and directors (May 31, 2007 - $16,799).
The total amount owing to the officers and directors as of February 29, 2008 was
$116,500 (May 31, 2007 - $47,500.)

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

NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
to Petaquilla on behalf of the Company (Refer to Note 3). Additional advances of
$303,500  were  received  during  the year ended May 31,  2007.  During the nine
months ended  February 29, 2008 an additional  $620,000 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  February  29,  2008  including  accrued  interest is
$1,083,565. (May 31, 2007 - $414,890)

NOTE 8 - CONTINGENCY
________________________________________________________________________________

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

NOTE 9 - SUBSEQUENT EVENTS
________________________________________________________________________________

On March  14,  2008,  the  Company  entered  into a  settlement  agreement  with
Petaquilla  (the  "Settlement").  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.


                                       15


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)
________________________________________________________________________________

On April 11, 2008,  the Company  entered into a mutual  release with  Petaquilla
(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.

To date, the 4,000,000  shares of restricted  common stock have been returned to
the Company's treasury for cancellation.


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




                                       16


<PAGE>


                           FORWARD LOOKING STATEMENTS

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

AVAILABLE INFORMATION

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


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

GENERAL

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name  "Revelstoke  Industries,  Inc." for the purpose of
reclaiming and  stabilizing  land in  preparation  for  construction  in Canada.
Effective  November  27,  2006,  we  changed  our name to "Geneva  Gold  Corp.".
Subsequently,  effective  February  28,  2007,  we  changed  our name to "Geneva
Resources, Inc.".

CURRENT BUSINESS OPERATIONS

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


                                       17


<PAGE>


MINERAL PROPERTIES

         GEORGE LAKE PROPERTY

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

After review of the property,  we decided on November 5, 2007, in agreement with
War Eagle,  to terminate  the George Lake Option  Agreement.  We do not have any
continuing  obligations in connection with termination of the George Lake Option
Agreement.

         SAN JUAN PROPERTY

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

FIRST OPTION.  In order to exercise the initial portion of the Option to acquire
an initial 60%  undivided  interest in and to the San Juan  Property (the "First
Option"),  we are  required  to:  (i) pay to  Petaquilla  the  aggregate  sum of
$600,000 (of which $100,000 was paid on approximately  November 17, 2006);  (ii)
issue to  Petaquilla  4,000,000  shares of our  restricted  common  stock (which
4,000,000  shares were issued as of December 1, 2006);  and (iii) incur or cause
to be incurred  directly or indirectly and pay for an aggregate of $6,000,000 in
cumulative exploration  expenditures as follows: (a) the sum of $100,000,  which
has been paid to Petaquilla;  (b) issue  4,000,000  shares of restricted  common
stock,  which have been  issued to  Petaquilla;  (c)  payment  of an  additional
$200,000 and incurrence and payment of exploration expenditures of not less than
$1,000,000 on or before May 31, 2007; (d) payment of an additional  $300,000 and
incurrence and payment of exploration  expenditures  of not less than $3,000,000
on or  before  May 31,  2008;  and (e)  incurrence  and  payment  of  cumulative
exploration expenditures of not less than $6,000,000 on or before May 31, 2009.

As of December 1, 2006, we had satisfied our current obligations with respect to
the  exercise of the First  Option  under the  Petaquilla  Option  Agreement  to
acquire an initial 60% undivided interest in and to the San Juan Property.

SECOND  OPTION.  Subject  to the  prior  exercise  of the  First  Option  and in
accordance  with the terms and  conditions of the Petaquilla  Option  Agreement,
Petaquilla  granted to us the exclusive  right and further portion of the Option
(the "Second Option") to increase our undivided  interest in and to the San Juan


                                       18


<PAGE>

Property from 60% to 70% by incurring and paying for  $3,000,000 in  exploration
expenditures  during the period  between the  delivery of the Notice of Election
and May 31,  2010.  Within sixty (60) days  following  the exercise of the First
Option, we were required to give Petaquilla notice (the Notice of Election) that
either:  (i) we elect to accept the grant of the Second Option; or (ii) we elect
not to accept the Second Option. If we made the election,  then all further work
on the  San  Juan  Property  and  the  subsequent  relationship  between  us and
Petaquilla would be governed by a joint venture  agreement  between the parties.
If we elected to accept  the grant of the Second  Option but failed to  exercise
the Second  Option,  we and Petaquilla  would have initial  interests of 60% and
40%,  respectively.  We shall be deemed to have  exercised the Second Option and
thus  acquired  a 70%  undivided  interest  in the San Juan  Property  by having
incurred and paid for $3,000,000 in exploration  expenditures  during the period
between the delivery of the Notice of Election and May 31, 2010. If we failed to
incur the $3,000,000 in exploration  expenditures by the end of the last day, we
could at any  time  within  fifteen  days of such  day  make a cash  payment  to
Petaquilla in an amount equal to the  deficiency in the  $3,000,000  exploration
expenditures to be incurred.

As of the date of this  Quarterly  Report,  we have agreed that the First Option
and the Second  Option  are  deemed  null and void and no longer of any force or
effect.

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

On March 14, 2008, we entered into a settlement letter agreement with Petaquilla
(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 have 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 a mutual  release  with  Petaquilla  (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


                                       19


<PAGE>


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.

         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 Extension  Agreement").  The December Extension Agreement acknowledges
that  in  accordance  with  the  terms  and  provisions  of the  Vilcoro  Option
Agreement,  we must  incur  and pay  exploration  expenditures  of not less than
$500,000  prior to  January  17,  2008  (the  "Exploration  Expenditures"),  and
provides us an extension until March 31, 2008 to incur and pay such  Exploration
Expenditures.

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

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

In accordance with the terms and provisions of the Vilcoro Option Agreement,  we
are further  required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month  anniversary  of execution of the Vilcoro
Option  Agreement  (which  as of the date of this  Quarterly  Report  have  been
issued);  and (ii)  incur  costs  totaling  $2,500,000  as  follows:  (a)  first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Vilcoro  Option  Agreement  (which date has been extended to
June 30,  2008 and of which  $250,000  has been  incurred as of the date of this


                                       20


<PAGE>


Quarterly  Report;  (b) second  expenditure of $750,000 are to be incurred on or
before the 24-month  anniversary of execution of the Vilcoro  Option  Agreement;
and (iii) third  expenditure  of $1,250,000  are to be incurred on or before the
36-month anniversary of execution of the Vilcoro Option Agreement.  See Part II.
Item II. "Changes in Securities and Use of Proceeds."

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

PHASE I EXPLORATION  PROGRAM.  As of the date of this Quarterly  Report,  we are
engaged in our Phase I exploration  program.  A total of 256 channel samples and
28 check samples have been  collected from  outcrops,  trenches and  underground
workings,  which sample  preparation  and analytical  work was undertaken at ALS
Chemex SA Laboratory (an  ISO-certified  facility) in Lima Peru,  using standard
industry  practice  fire assay  with an atomic  absorption  finish.  Most of the
channel  samples  were three to five  meters  long.  This work has  defined  two
mineralized  trends  referred  to as the Main  Trend  and the South  Trend.  Six
individual mineralized zones (Zones 1 through 6) have been identified within the
Main Trend and three individual  mineralized zones (Zones A through C) have been
identified within the South Trend. The South Trend lies approximately 200 meters
to the south of the Main Trend and comprises an east-west alignment (parallel to
the Main Trend) of  mineralized  hydrobreccia  occurrences  in three  zones.

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

         NIGERIA PROPERTY

Effective  April 30, 2007,  we entered into a property  financing  and operating
agreement  (the  "Operating   Agreement")  with  Allied   Minerals,   a  company
incorporated  under  the  laws  of the  Federal  Republic  of  Nigeria  ("Allied
Minerals").  Pursuant to the Operating Agreement, Allied Minerals granted us the
exclusive right and option (the  "Option"),  to acquire an initial and undivided
65% beneficial and economic interest in and to certain mineral licenses, claims,
concessions  or  reservations  situated in Nigeria  (collectively,  the "Nigeria
Property").


                                       21


<PAGE>


Under the terms of the Operating  Agreement,  we were granted a forty-five  (45)
day due diligence period (the "Due Diligence  Period") starting on the effective
date of the Operating  Agreement,  which has been subsequently  extended on June
12, 2007, August 7, 2007, September 18, 2007 and October 24, 2007, respectively.
During  the Due  Diligence  Period,  we had  access to Allied  Mineral's  books,
records and properties to make such investigation as we considered  advisable to
enable us to determine whether to proceed with the Option. On or before the last
day of the Due  Diligence  Period (which was January 10, 2008 and which date was
extended to January  31,  2008),  we could elect in writing to proceed  with the
Option (the "Notice to Proceed"). If we did not provide Allied Minerals with the
Notice to Proceed, the Operating Agreement would be treated as terminated and of
no further force and effect.

EXTENSION OF OPTION AND DUE DILIGENCE PERIOD. We extended the Option term in the
Operating  Agreement and our Due Diligence  Period from its original  forty-five
day to a new term of two hundred and thirty (230) days. Our management requested
the  extensions in order to complete our sampling and grade  testing  program on
the  Allied  Mineral  Properties  located  in the Wase  area of  Plateau  State,
Nigeria. As of the date of this Quarterly Report, we have completed the sampling
and grade testing process of the most easterly side of the Nigeria Property.  In
the  Jawando  area on the east  side of the  Nigeria  Property,  copper  ore was
recovered  from trenches cut in a wide spread,  multi-vein  sequence.  Assays on
samples taken indicated Cu at 31.27% and Pb at 8.97%. To the south of the copper
vein sequence in the Gimbi area of the Nigeria Property,  zinc ore was recovered
from a trench cut in another view sequence.  Assays indicated Za at 60.29%.  Our
geological team attempted to acquire copper ore samples from the western side of
the Nigeria  Property in the Mavo area.  Although a great deal of overburden was
pushed  aside,  the area believed to contain a  copper-bearing  ore body was not
exposed because of the very hard cap rock encountered.

We utilized the extended Option term and Due Diligence Period to attempt a blast
and trench sampling program on the west side of the Nigeria Property. During the
Due Diligence Period, our geological team also carried out additional  trenching
delineation work on the major zinc vein encountered in the Gimbi area.

After  completion of our due  diligence,  on January 31, 2008, we elected not to
proceed with the Option.  Accordingly,  the Operating  Agreement was effectively
terminated on January 31, 2008.

RESULTS OF OPERATION

NINE-MONTH  PERIOD ENDED  FEBRUARY 29, 2008 COMPARED TO NINE-MONTH  PERIOD ENDED
FEBRUARY 28, 2007.

The  summarized  consolidated  financial  data set forth in the tables below and
discussed in this section  should be read in conjunction  with our  consolidated
financial  statements and related notes for the nine-month period ended February
29,  2008 and  February  28,  2007,  which  financial  statements  are  included
elsewhere in this Quarterly Report.


                                       22


<PAGE>

<TABLE>
<CAPTION>
___________________________________________________________________________________________
                                        NINE-MONTH PERIOD ENDED     NINE-MONTH PERIOD ENDED
                                           FEBRUARY 29, 2008           FEBRUARY 28, 2007
                                              (UNAUDITED)                 (UNAUDITED)
___________________________________________________________________________________________
<S>                                          <C>                         <C>

REVENUE                                              -0-                         -0-
DIRECT COSTS                                         -0-                         -0-
GROSS MARGIN                                         -0-                         -0-
GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                             87,640                      45,579
   Consulting fees                                55,000                      52,263
   Marketing expenses                             16,840                         -0-
   Management fees                                87,000                         -0-
   Mineral property expenditures                 565,462                   7,550,000
   Professional fees                             255,005                     125,161
NET LOSS                                     ($1,066,947)                ($7,773,003)
___________________________________________________________________________________________

</TABLE>


Our  net  loss  during  the  nine-month  period  ended  February  29,  2008  was
approximately  ($1,066,947)  compared  to a net  loss  of  ($7,773,003)  for the
nine-month period ended February 28, 2007 (a decrease of $6,706,056).

During the nine-month  periods ended February 29, 2008 and February 28, 2007, we
did not generate any revenue.  During the  nine-month  period ended February 29,
2008, we incurred general and administrative expenses in the aggregate amount of
$1,066,947  compared to $7,773,003  incurred during the nine-month  period ended
February 28, 2007 (a decrease of $6,706,056).  The operating  expenses  incurred
during the  nine-month  period ended February 29, 2008 consisted of: (i) mineral
property expenditures of $565,462 (2007: $7,550,000); (ii) office and general of
$87,640 (2007: $45,579);  (iii) consulting fees of $55,000 (2007: $52,263); (iv)
management  fees of $87,000  (2007:  $-0-);  (v)  professional  fees of $255,005
(2007:  $125,161);  and (vi)  marketing  expenses of $16,840 (2007:  $-0-).  The
decrease in expenses  incurred  during the nine-month  period ended February 29,
2008  compared to the  nine-month  period  ended  February  28,  2007,  resulted
primarily from the substantial  decrease in mineral property  expenditures based
upon the current  status of the scale and scope of exploratory  and  acquisition
programs.

The decrease in net loss during the  nine-month  period ended  February 29, 2008
compared to the  nine-month  period ended  February 28,  2007,  is  attributable
primarily to the substantial decrease in mineral property  expenditures relating
to the  current  status of the scale and scope of  acquisition  and  exploratory
programs.  Consulting,  management  and  professional  fees incurred  during the
nine-month  period ended February 29, 2008 increased  pertaining to the increase
in acquisition and development of our mineral  properties and related contracted
services.  General  and  administrative  expenses  generally  include  corporate
overhead,  financial  and  administrative  contracted  services,  marketing  and
consulting costs.

Our  net  loss  during  the  nine-month  period  ended  February  29,  2008  was
($1,066,947)  or ($0.03)  per share  compared to a net loss of  ($7,773,003)  or
($0.20)  per share for the  nine-month  period  ended  February  28,  2007.  The
weighted  average  number of shares  outstanding  was 41,210,474 at February 29,
2008 compared to 38,504,029 for the  nine-month  period ended February 28, 2007.


                                       23


<PAGE>


THREE-MONTH  PERIOD ENDED FEBRUARY 29, 2008 COMPARED TO THREE-MONTH PERIOD ENDED
FEBRUARY 28, 2007.

Our net  loss  during  the  three-month  period  ended  February  29,  2008  was
approximately   ($386,632)  compared  to  a  net  loss  of  ($161,186)  for  the
three-month period ended February28, 2007 (an increase of $225,446).

During the three-month periods ended February 29, 2008 and February 28, 2007, we
did not generate any revenue.  During the three-month  period ended February 29,
2008, we incurred general and administrative expenses in the aggregate amount of
$386,632  compared to $161,186  incurred  during the  three-month  period  ended
February 28, 2007 (an increase of  $225,446).  The operating  expenses  incurred
during the three-month  period ended February 29, 2008 consisted of: (i) mineral
property  expenditures of $230,539 (2007:  $50,000);  (ii) office and general of
$26,862 (2007: $29,697);  (iii) consulting fees of $25,000 (2007: $26,562); (iv)
management  fees of $25,000  (2007:  $-0-);  (vi)  professional  fees of $69,411
(2007: $54,927); and (v) marketing expenses of $9,820 (2007: $-0-). The increase
in expenses  incurred  during the  three-month  period  ended  February 29, 2008
compared to the  three-month  period ended February 28, 2007 resulted  primarily
from the substantial  increase in mineral property  expenditures  based upon the
increase  in scale and scope of  exploratory  and  acquisition  programs  and an
increase in professional fees and management fees.

The increase in net loss during the  three-month  period ended February 29, 2008
compared to the  three-month  period  ended  February  28, 2007 is  attributable
primarily to the substantial increase in mineral property  expenditures relating
to the increase in the scale and scope of acquisition and  exploratory  programs
and to the  increase  in  professional  fees and  management  fees.  Consulting,
management and  professional  fees incurred during the three-month  period ended
February  29, 2008  increased  pertaining  to the  increase in  acquisition  and
development of our mineral properties and related contracted  services.  General
and administrative expenses generally include corporate overhead,  financial and
administrative contracted services, marketing and consulting costs.

Our net  loss  during  the  three-month  period  ended  February  29,  2008  was
($386,632) or ($0.01) per share  compared to a net loss of ($161,186) or ($0.00)
per share for the  three-month  period ended  February  28,  2007.  The weighted
average number of shares  outstanding  was 41,226,484 for the three months ended
February 29, 2008 compared to 41,155,556 during the same period in 2007.

LIQUIDITY AND CAPITAL RESOURCES

NINE-MONTH PERIOD ENDED FEBRUARY 29, 2008

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

As at  February  29,  2008,  our  current  assets  were  $43,452 and our current
liabilities  were  $2,115,051,   resulting  in  a  working  capital  deficit  of
$2,071,599. As at February 29, 2008, our total assets were $43,452 consisting of
current assets only compared to total assets of $5,749 as at May 31, 2007. As at


                                       24


<PAGE>


February 29, 2008, our current  liabilities were $2,115,051  compared to current
liabilities of $1,490,401 as at May 31, 2007. Our current liabilities  consisted
of: (i) $914,986 in accounts payable and accrued liabilities; (ii) $1,083,565 in
shareholder's  loan and  accrued  interest;  and (iii)  $116,500  due to related
parties.  The increase in current  liabilities was primarily due to the increase
in  shareholder's  loan and  amounts  due to  related  parties  relating  to the
increased scale and scope of business activity.

Stockholders'  deficit  increased  from  ($1,484,652)  as at  May  31,  2007  to
($2,071,599) as at February 29, 2008.

We have not generated  positive cash flows from  operating  activities.  For the
nine-month  period  ended  February  29,  2008,  net cash flow used in operating
activities was ($982,297) compared to net cash flow used in operating activities
of ($243,153) for the  nine-month  period ended February 28, 2007. Net cash flow
used in operating  activities  during the  nine-month  period ended February 29,
2008 consisted  primarily of a net loss of ($1,066,947)  adjusted by $69,000 due
to related party,  ($113,025) in accounts  payable and accrued  liabilities  and
$80,000 in non-cash mineral property expenditures, and by an increase of $48,675
in accrued interest on shareholder's loan.

During the nine-month  period ended February 29, 2008, net cash flow provided by
financing  activities  was  $1,020,000  compared to net cash flow from financing
activities of $185,000 for the  nine-month  period ended  February 28, 2007. Net
cash flow provided from financing  activities during the nine-month period ended
February  29, 2008  pertained  primarily  to $400,000  received as proceeds  for
common stock subscriptions and $620,000 as proceeds from shareholder advances.

PLAN OF OPERATION

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

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

During August 2007, we received  $400,000 towards planned  placement of units to
be  offered  at $1.00 per unit.  Each  unit was to  consist  of one share of our
restricted common stock and one warrant to acquire an additional share of common
stock at an exercise price of $1.50 for twelve months (the  "Units(s)").  During
February 2008, we revised the terms of the private placement of Units, which are


                                       25


<PAGE>


now to be offered at $1.00  consisting of one share of restricted  common stock.
The private placement offering is under Regulation S of the Securities Act.

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

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

VILCORO OPTION AGREEMENT

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we are  required  to make the  following  non-refundable  cash
payments to St. Elias aggregating  $350,000 as follows:  (i) $50,000 within five
business days from the execution of the Vilcoro Option  Agreement  which,  as of
the date of this Annual  Report,  has been paid;  (ii)  $100,000 cash and 50,000
shares  of the  Company's  common  stock  are  due  on or  before  the  12-month
anniversary of execution of the Vilcoro Option Agreement; and (iii) $200,000 due
on or before  the  24-month  anniversary  of  execution  of the  Vilcoro  Option
Agreement. In accordance with further terms and provisions of the Vilcoro Option
Agreement,  we are  further  required  to incur  costs  totaling  $2,500,000  as
follows:  (a) first  expenditure  of  $500,000  to be  incurred on or before the
12-month  anniversary of execution of the Vilcoro Option  Agreement,  (b) second
expenditure of $750,000 to be incurred on or before the 24-month  anniversary of
execution  of the  Vilcoro  Option  Agreement;  and (iii) third  expenditure  of
$1,250,000 to be incurred on or before the 36-month  anniversary of execution of
the Vilcoro Option Agreement.

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

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


                                       26


<PAGE>


SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of $303,500  were
received  during fiscal year ended May 31, 2007.  During the  nine-month  period
ended  February  29,  2008,  an  additional  $620,000  was  advanced by the same
shareholder under the same terms and conditions. These amounts are unsecured and
accrue interest at 10% per annum and have no established terms of repayment.  As
at February 29, 2008, we owe an aggregate of $1,083,565 in principal and accrued
interest.

BADNER GROUP LLC

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

ITEM 3. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management,  including Marcus Johnson, our President/Chief Executive Officer
("CEO")  and D.  Bruce  Horton,  our Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of February 29, 2008.  Based on that evaluation,  Messrs.  Johnson
and Horton concluded that our disclosure  controls and procedures were effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers also  confirmed  that there was no change in our internal
control over financial reporting during the nine-month period ended February 29,
2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

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


                                       27


<PAGE>


Officer and our Chief  Financial  Officer  concluded  that, as of the end of the
period  covered by this report,  our  disclosure  controls and  procedures  were
effective and were operating at the reasonable assurance level.

AUDIT COMMITTEE

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

The audit  committee has reviewed and discussed  with  management  our unaudited
financial  statements  as of and for the  nine-month  period ended  February 29,
2008. The audit committee has also discussed with De Joya Griffith & Company LLC
the matters required to be discussed by Statement on Auditing  Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public  Accountants.  The audit committee
has received and  reviewed the written  disclosures  and the letter from De Joya
Griffith & Company LLC required by Independence  Standards Board Standard No. 1,
Independence  Discussions with Audit Committees,  as amended,  and has discussed
with De Joya Griffith & Company LLC their independence.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of Directors that the unaudited  financial  statements
referred  to above be included  in our  Quarterly  Report on Form 10-QSB for the
nine-month  period  ended  February  29,  2008,  filed with the  Securities  and
Exchange Commission.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

PETAQUILLA OPTION AGREEMENT

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

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

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


                                       28


<PAGE>


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.

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

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERING


                                       29


<PAGE>


During the nine-month  period ended February 29, 2008, we received  subscription
agreements  for an aggregate of 400,000  shares of our  restricted  common stock
through a private  placement of Units,  at $1.00 per Unit for total  proceeds of
$400,000.  Each Unit  consists  of one common  share in our capital  stock.  The
investor  understood the economic risk of an investment in the  securities,  and
that the investor had the  opportunity  to ask questions of and receive  answers
from our management concerning any and all matters related to acquisition of the
securities. No underwriter was involved in the transaction.

FINDERS' FEE

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

ST. ELIAS MINES LTD.

In accordance with the terms and provisions of the Vilcoro Option Agreement,  we
are required to 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.  On  approximately  January 31, 2008,  we issued 50,000 shares of our
restricted common stock at St. Elias.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

RESIGNATION OF DIRECTOR

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

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


                                       30


<PAGE>


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

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

CERTAIN FINDINGS OF THE SPECIAL COMMITTEE

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

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

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

(3)  The Special  Committee has inquired into the allegation  that Ms. Kivel was
     somehow  prevented from calling  meetings of our Board of Directors.  In an
     e-mail  message  dated  June 27,  2007 to  Marcus  M.  Johnson,  one of our
     directors, Ms. Kivel advised Mr. Johnson that she was proposing to schedule
     a  Board  meeting  in the  "near  future".  This  suggests  to the  Special
     Committee that Ms. Kivel, as our President and Chief Executive Officer,  as
     well as a director, believed it was up to her to schedule the Board meeting
     and that she was  planning  to do so  (although  there is no  record of her


                                       31


<PAGE>


     following  through and  actually  setting the  meeting  date).  There is no
     indication in Ms. Kivel's e-mail  correspondence with our personnel,  or in
     any other of our records,  which suggests that the other Board members were
     refusing to meet with her.

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

(5)  Ms. Kivel has alleged that the Board meeting of July 12, 2007 was conducted
     illegally. That meeting was an extension of an earlier meeting held on July
     9, 2007.  The Special  Committee  found that the Board  meetings of July 9,
     2007 and July12,  2007 were each validly constituted and properly conducted
     in accordance with Nevada law and our Articles of Incorporation and Bylaws.

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

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

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

RESPONSE FROM STACEY KIVEL

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

CHANGES IN OUR CERTIFYING ACCOUNTANT

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


                                       32


<PAGE>


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

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

In  connection  with the  appointment  of  DeJoya  as our  principal  registered
accounting  firm at this  time,  we have  not  consulted  DeJoya  on any  matter
relating to the application of accounting  principles to a specific transaction,
either  completed or  contemplated,  or the type of audit  opinion that might be
rendered on our financial statements.

ITEM 6. EXHIBITS

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

EXHIBIT NUMBER       DESCRIPTION OF EXHIBIT

     10.1            Engagement Letter of Agreement dated April 14, 2008 between
                     Geneva Resources Inc. and Badner Group LLC. (1)

     10.2            Settlement Agreement between Geneva Resources Inc. and
                     Petaquilla Minerals Ltd. Dated March 14, 2008. (2)

     99.1            Resignation letter from Stacey Kivel dated October 1, 2007
                     (3)

     99.2            Report of the Special Committee of Directors dated
                     September 29, 2007. (3)

     99.3            Response letter from Stacey Kivel dated October 5, 2007.(3)

     31.1            Certification of Chief Executive Officer Pursuant to Rule
                     13a-14(a) or 15d-14(a) of the Securities Exchange Act.

     31.2            Certification of the Chief Financial Officer Pursuant to
                     Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act


                                       33


<PAGE>


     32.1            Certification of Chief Executive Officer and Chief
                     Financial officer Under Section 1350 as Adopted Pursuant to
                     Section 906 of the Sarbane-Oxley Act.


(1)  Filed as an  Exhibit  to our  Current  Report  on Form 8-K  filed  with the
     Securities  and  Exchange  Commission  on April 15,  2008 and  incorporated
     herein by this reference.

(2)  Filed as an  Exhibit  to our  Current  Report  on Form 8-K  filed  with the
     Securities  and  Exchange  Commission  on April 14,  2008 and  incorporated
     herein by this reference.

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


                                   SIGNATURES


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


                                             GENEVA RESOURCES, INC.


Dated: April 21, 2008                        By: /s/ MARCUS JOHNSON
                                                 _______________________________
                                                     Marcus Johnson, President/
                                                     Chief Executive Officer



Dated: April 21, 2008                        By: /s/ D. BRUCE HORTON

                                                 _______________________________
                                                     D. Bruce Horton,
                                                     Chief Financial Officer


                                       34