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 quarterly period ended February 28, 2007

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

     For the transition period from _______ to _______

                         Commission file number 0-32593

                             GENEVA RESOURCES, INC.
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                98-0441019
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)


                          1005 Terminal Way, Suite 110
                               Reno, Nevada 89502
                         (Address of Principal Executive Offices)

                                 (775) 348.9330
                           (Issuer's telephone number)


                                Geneva Gold Corp.
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) 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  issuers  involved  in  bankruptcy  proceedings  during  the
preceding five years.
                                       N/A

<PAGE>


         Check whether the Registrant  filed all documents  required to be filed
by  Section  12, 13 and 15(d) of the  Exchange  Act  after the  distribution  of
securities under a plan confirmed by a court.

                                   Yes          No
                                      ____         ____

                      Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                  Outstanding as of April 6, 2007


Common Stock, $.001 par value          41,200,000

Transitional Small Business Disclosure Format (check one)

     Yes      No  X

<PAGE>

                                                                      Page
                                                                      ____

PART I.  FINANCIAL INFORMATION                                          1

ITEM 1.  FINANCIAL STATEMENTS

         BALANCE SHEETS                                                 F1

         STATEMENTS OF OPERATIONS                                       F2

         STATEMENTS OF CASH FLOWS                                       F3

         NOTES TO FINANCIAL STATEMENTS                                  F4

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

ITEM 3.  CONTROLS AND PROCEDURES                                        10

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                              11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                      11

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            12

ITEM 5.  OTHER INFORMATION                                              12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                               14

SIGNATURES                                                              15


<PAGE>

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS





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

                              FINANCIAL STATEMENTS

                                FEBRUARY 28, 2007

                                   (UNAUDITED)




BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

                                       1
<PAGE>
<TABLE>
<CAPTION>

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

                                 BALANCE SHEETS



                                                                                                February 28,         May 31,
                                                                                                    2007               2006
__________________________________________________________________________________________________________________________________
                                                                                                (unaudited)

                                                             ASSETS

<S>                                                                                             <C>              <C>
CURRENT ASSETS
   Cash                                                                                         $       15,230   $        73,383
__________________________________________________________________________________________________________________________________

                                                                                                $       15,230   $        73,383
==================================================================================================================================



                                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                     $      162,694   $         19,171
   Due to related parties (Note 5)                                                                          -              16,799
   Shareholder's loan (Note 6)                                                                         188,126            100,000
__________________________________________________________________________________________________________________________________
                                                                                                       350,820             35,970
__________________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 3 )

STOCKHOLDERS' EQUITY (DEFICIT)
   Capital stock (Note 4)
   Authorized
      200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      41,200,000 shares of common stock (May 31, 2006 - 37,200,000)                                    41,200             16,800
   Additional paid-in capital                                                                       7,532,967            157,367
   Deficit accumulated during the development stage                                                (7,909,757)          (136,754)
__________________________________________________________________________________________________________________________________

                                                                                                     (335,590)            37,413
__________________________________________________________________________________________________________________________________

                                                                                                $      15,230    $        73,383
==================================================================================================================================

</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F1

<PAGE>

<TABLE>
<CAPTION>


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

                            STATEMENTS OF OPERATIONS
                                   (unaudited)




                                                                                                                   Cumulative
                                                    Three months    Three months                   Nine months    results from
                                                        ended          ended        Nine months       ended       April 5, 2004
                                                    February 28,    February 28,        ended        February    (inception) to
                                                        2007            2006        February 28,     28, 2006     February 28,
                                                                                        2007                          2007
_________________________________________________________________________________________________________________________________

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

DIRECT COSTS                                                    -               -               -             -           56,481
_________________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                      29,697           2,306          45,579         5,927           78,452
   Consulting fees                                         26,562           2,836          52,263         8,160           81,356
   Mineral Property Expenditures (Note 3)                  50,000               -       7,550,000             -        7,550,000
   Professional fees                                       54,927           3,050         125,161        21,833          190,412
_________________________________________________________________________________________________________________________________
                                                         (161,186)         (8,192)     (7,773,003)      (27,593)      (7,900,220)
_________________________________________________________________________________________________________________________________

NET LOSS                                              $  (161,186)  $      (8,192)  $  (7,773,003)    $ (35,920)   $  (7,909,727)
=================================================================================================================================




BASIC AND DILUTED LOSS PER COMMON SHARE               $     (0.00)  $      $(0.00)  $       (0.20)    $   (0.00)
================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                            41,155,556      35,706,720      38,504,029    37,200,000
================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       F2

<PAGE>
<TABLE>
<CAPTION>


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

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                                    Cumulative
                                                                                                                   results from
                                                                                 Nine months      Nine months      April 5, 2004
                                                                                    ended            ended        (inception) to
                                                                                 February 28,     February 28,     February 28,
                                                                                     2007             2006              2007
___________________________________________________________________________________________________________________________________

<S>                                                                             <C>              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                      $  (7,773,003)   $      (35,920)    $   (7,909,727)
  Adjustments to reconcile net loss to net cash used in operating activities:
      Non-cash mineral property expenditures                                        7,400,000                 -          7,400,000
  Changes in operating assets and liabilities:
      Accounts receivable                                                                   -              (479)                 -
      Prepaid expenses                                                                      -             8,375                  -
      Accrued interest on shareholder's loan                                            3,126                 -              3,126
      Due to related parties                                                          (16,799)                -                  -
      Accounts payable and accrued liabilities                                         143,523          (55,904)           162,694
___________________________________________________________________________________________________________________________________

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                  (243,153)          (83,928)          (343,937)
___________________________________________________________________________________________________________________________________


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale of common stock                                                          -           100,000            174,167
  Proceeds from shareholder advances                                                  185,000                 -            185,000
___________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                             185,000           100,000            359,167
___________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                       (58,153)           16,072             15,230

CASH, BEGINNING                                                                        73,383            63,704                  -
___________________________________________________________________________________________________________________________________

CASH, ENDING                                                                    $      15,230    $       79,776     $       15,230
===================================================================================================================================


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

  Income taxes paid                                                             $           -    $            -     $            -
===================================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       F3

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

During the quarter ended  November 30, 2006 the Company  entered the business of
exploration of precious  metals with a focus on the  exploration and development
of gold  deposits in North  America and  Internationally.  During the period the
Company entered into Option Agreements to obtain mineral leases in Canada and in
Panama.

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

GOING CONCERN
To date the Company has generated minimal revenues from its business  operations
and has incurred  operating  losses since  inception of $7,909,757.  The Company
requires  additional  funding  to meet its  ongoing  obligations  and  operating
losses.  The ability of the Company to continue as a going  concern is dependant
on raising  capital to fund its initial  business plan and  ultimately to attain
profitable operations.  Accordingly, these factors raise substantial doubt as to
the Company's  ability to continue as a going  concern.  The Company  intends to
continue to fund its mineral  exploration  business by way of private placements
and advances from related parties as may be required.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by United States
generally  accepted  accounting  principles for complete  financial  statements.
However,  except as disclosed herein,  there has been no material changes in the
information  disclosed  in the notes to the  financial  statements  for the year
ended May 31, 2006 included in the Company's  Annual Report on Form 10-KSB filed
with the Securities and Exchange  Commission.  The interim  unaudited  financial
statements  should  be read  in  conjunction  with  those  financial  statements
included in the Form  10-KSB.  In the  opinion of  Management,  all  adjustments
considered  necessary  for a fair  presentation,  consisting  solely  of  normal
recurring  adjustments,  have been made.  Operating  results for the nine months
ended February 28, 2007 are not  necessarily  indicative of the results that may
be expected for the year ending May 31, 2007.

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.

                                       F4

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

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

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

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

Mineral property exploration costs are expensed as incurred.

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

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

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

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

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

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  To February 28, 2007 any potential  costs relating to
the ultimate  disposition of the Company's  mineral property  interests have not
yet been determinable.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at February  28, 2007 the Company had net  operating
loss carry forwards.  However, due to the uncertainty of realization the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss carryforwards.

                                       F5

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

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

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.

The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to date.

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.

                                       F6

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

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

RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities",  to permit fair value re- measurement for
any hybrid financial instrument with an embedded derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amends  SFAS No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with  earlier  application  allowed.  This  standard  is not  expected to have a
significant  effect on the  Company's  future  reported  financial  position  or
results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15, 2006.  This  adoption of this  statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal years  beginning June 1, 2008. The adoption of this
statement  is not  expected to have a material  effect on the  Company's  future
reported financial position or results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to  recognize  the over funded or under  funded  status of a defined
benefit post retirement  plan (other than a  multiemployer  plan) as an asset or
liability in its statement of financial  position,  and to recognize  changes in
that funded status in the year in which the changes occur through  comprehensive
income.  SFAS No. 158 is effective  for fiscal  years ending after  December 15,
2006. The Company does not expect that the  implementation  of SFAS No. 158 will
have any material impact on its financial position and results of operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning  June 1, 2008.  The Company is currently  assessing the impact of SFAS
No. 159 on its financial position and results of operations.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors.  SAB No. 108 is effective  for periods  beginning  June 1,
2007. The Company is currently evaluating the impact of adopting SAB No. 108 but
does not expect that it will have a material  effect on its  financial  position
and results of operations.

                                       F7

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

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.

In order to exercise its Option the Company is required to incur, or cause to be
incurred,  on or before  December 31, 2008,  expenditures in connection with the
Property of not less than $1,000,000 pursuant to a work program or work programs
commenced and operated by the operator thereon.  Upon exercise of the Option, if
any, the parties  further  interests in and to the property  will be  determined
through an industry  standard joint venture agreement which will be deemed to be
effective upon the exercise of the Option.  No cash  consideration has been paid
for the option and no costs have been incurred as of February 28, 2007.

(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 period ended February 28, 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 alerted to a news  release  from  Petaquilla
Minerals Ltd. that it had resolved to rescind its Property Option Agreement with
the  Company.  The  Company has  disputed  the  alleged  rescission  and advised
Petaquilla  that the Option is in good standing.  Consequently,  on February 13,
2007 the Company in accordance  with the provisions of the  Agreement,  and as a
consequence  of  Petaquilla's  purported  rescission of the  Agreement,  filed a
notice with the British Columbia  International  Commercial  Arbitration  Centre
seeking  arbitration.  On March 5, 2007 the Company filed its Statement of Claim
with the arbitrators seeking specific  performance of the Agreement and damages.
On April 10,  2007  Petaquilla  filed a Statement  of  Defence.  The parties are
awaiting  formal  arbitration  proceedings  and  accordingly  the outcome of the
arbitration is presently not determinable.

                                       F8

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

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

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  is due on or before the  twelve-month
          anniversary of the signing of the Property Option Agreement.
     3.   The third  payment of $200,000 cash and 50,000 shares of the Company's
          common stock are 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. This amount has been accrued as an Agreement Payable in the
          period.
     2.   expenditures  of  $750,000  are  to  be  incurred  on  or  before  the
          twenty-forth-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 on-going 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.

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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

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

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

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

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

                                       F9

<PAGE>

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2007 (UNAUDITED)
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

On December 1, 2006 the Company  issued  4,000,000  common  shares in connection
with a Property Option Agreement.  The Company has recorded  $7,400,000 as being
the estimated fair value of the shares. (Refer to Note 3 (b)).

To February  28, 2007 the Company has not granted any stock  options and has not
recorded any stock-based compensation.

NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
A company  which is owned by a significant  shareholder  of the Company was owed
$16,799 for consulting and  sub-contracts on land  stabilization  programs which
were  provided in the year ended May 31,  2005.  On November 15, 2006 the amount
was waived by the  shareholder and has been recorded as a recovery of consulting
fees.  The amount  payable was  unsecured,  non-interest  bearing and had no set
terms of repayment.

Other related party transactions are disclosed in Note 3.

NOTE 6 - 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
$85,000 were received  during the period ended February 28, 2007.  These amounts
are  unsecured,  bear  interest  at 10% per  annum,  and  have no set  terms  of
repayment.  The total  amount  outstanding  as of February  28,  2007  including
accrued  interest is $188,126.  Subsequent to the period an additional  $121,000
was advanced by the same shareholder under the same terms and conditions.


                                      F10

<PAGE>

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.

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

GENERAL

Geneva Resources, Inc. is a corporation organized under the laws of the State of
Nevada on April 5, 2004 originally under the name of Revelstoke Industries, Inc.
(herein known as "we", "our", "us" or the "Company"). Our shares of common stock
trade on the Over-the-Counter Bulletin Board under the symbol "GVRS".

CHANGE IN CORPORATE NAME

On February  28, 2007,  we filed an  amendment to our Articles of  Incorporation
(the "2007 Amendment"). In accordance with the 2007 Amendment, on March 1, 2007,
we  effectuated a merger with our  wholly-owned  subsidiary,  Geneva  Resources,
Inc.,  and changed our name to "Geneva  Resources,  Inc." Our Board of Directors
pursuant to minutes of written consent in lieu of a special meeting approved the
merger and  corresponding  name  change to Geneva  Resources,  Inc.  Shareholder
approval was not required under the Nevada Revised Statutes.  In connection with
the name change to Geneva  Resources,  Inc., as of the open of business on March
5, 2007,  our  trading  symbol  changed to "GVRS".  See " - Articles  of Merger"
below.

INCREASE IN AUTHORIZED CAPITAL STRUCTURE

On January 12, 2007, we filed an Amendment to our Articles of Incorporation (the
"2006 Amendment"). In accordance with the Amendment, we increased our authorized
capital 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 November  27,  2006,  our
Board of Directors  pursuant to minutes of written  consent in lieu of a special
meeting authorized and approved the Amendment to increase our authorized capital
and the dissemination of a notice of consent requested from shareholders without
a special meeting dated December 4, 2006 (the "Notice of Consent") together with
a consent/proxy card (the "Proxy"). The Notice of Consent was distributed to our
shareholders  with a record date of November  27,  2006.  Our Board of Directors
fixed the close of  business  on  January  3, 2007 as the date by which  written
consents  and  approvals  were to be  received  by our  shareholders  holding  a
majority  of the total  issued  and  outstanding  common  stock to  approve  the
Amendment.  See "Part II.  Item 4.  Submission  of Matters to a Vote of Security
Holders."

                                       2

<PAGE>

ARTICLES OF MERGER

         2007 ARTICLES OF MERGER

On February 28, 2007, we filed  Articles of Merger with the Nevada  Secretary of
State  (the  "2007  Articles  of  Merger").  In  accordance  with the  terms and
provisions  of the  Articles  of Merger:  (i) we  effectuated  a merger with our
wholly-owned subsidiary,  Geneva Resources, Inc., as a parent/subsidiary merger,
whereby we were the  surviving  corporation;  (ii) the merger  became  effective
March 1, 2007 pursuant to Section  92A,180 of the Nevada Revised  Statutes;  and
(iii) our Articles of  Incorporation  were amended to change our name to "Geneva
Resources, Inc."

We decided to change our name to Geneva  Resources,  Inc. to better  reflect our
additional  resource  acquisition  and development  business  resulting from our
recent   acquisition  of  certain   options  to  interests  in  certain  mineral
properties. See " - Current Business Operations" below.

         2006 ARTICLES OF MERGER

On November 27, 2006, we filed  Articles of Merger with the Nevada  Secretary of
State (the "Articles of Merger"). In accordance with the terms and provisions of
the  Articles  of Merger:  (i) we  effectuated  a merger  with our  wholly-owned
subsidiary,  Geneva Gold Corp., as a parent/subsidiary  merger,  whereby we were
the surviving  corporation;  (ii) the merger became  effective as of December 1,
2006 pursuant to Section 92A.180 of the Nevada Revised  Statutes;  and (iii) our
Articles  of  Incorporation  were  amended to change  our name to  "Geneva  Gold
Corp.".

OCTOBER 16, 2006 FORWARD STOCK SPLIT

On October  13,  2006,  our Board of  Directors  pursuant  to minutes of written
consent in lieu of a special  meeting  authorized  and approved a forward  stock
split of four for one (4:1) of our total issued and outstanding shares of common
stock (the "October 2006 Forward Stock Split").

The October 2006 Forward Stock Split was effectuated  based on market conditions
and upon a determination by our Board of Directors that the October 2006 Forward
Stock Split was in our best interests and of the  shareholders.  In our judgment
the October 2006  Forward  Stock Split will result in an increase in our trading
float of shares of common stock  available for sale resulting in facilitation of
investor liquidity and trading volume potential.  The intent of the October 2006
Forward Stock Split is to increase the marketability of our common stock.

The  October  2006  Forward  Stock Split was  effectuated  with a record date of
October 13, 2006 upon filing the  appropriate  documentation  with  NASDAQ.  The
October 2006 Forward Stock Split increased our issued and outstanding  shares of
common stock from 9,300,000 to approximately  37,200,000 shares of common stock.
(The  total  number of  shares  of  common  stock  issued  and  outstanding  had
previously  been  16,800,000  since May 1, 2006 pursuant to the May 2006 Forward
Stock Split. However, on September 27, 2006, four of our shareholders  consented
to the  cancellation  and return to treasury of an aggregate of 7,500,000 shares
thus bringing the total number of issued and outstanding  shares of common stock
to  9,300,000  as of October 13,  2006.) The current  authorized  share  capital
continued to be 50,000,000 shares of common stock with a par value of $0.001 per
share.

                                       3

<PAGE>

MAY 1, 2006 FORWARD STOCK SPLIT

On May 1, 2006, our Board of Directors pursuant to minutes of written consent in
lieu of a special  meeting  authorized  and  approved a forward  stock  split of
forty-two  (42) for one of our total  issued  and  outstanding  shares of common
stock (the "May 2006 Forward Stock Split").

The May 2006 Forward Stock Split was effectuated  based on market conditions and
upon a  determination  by our Board of Directors that the May 2006 Forward Stock
Split was in our best interests and of the shareholders. In our judgment the May
2006  Forward  Stock Split will  result in an  increase in our trading  float of
shares of common stock  available for sale resulting in facilitation of investor
liquidity and trading volume potential. The intent of the May 2006 Forward Stock
Split is to increase the marketability of our common stock.

The May 2006 Forward  Stock Split was  effectuated  with a record date of May 1,
2006 upon filing the appropriate documentation with NASDAQ. The May 2006 Forward
Stock Split  increased  our issued and  outstanding  shares of common stock from
400,000  to  approximately  16,800,000  shares  of  common  stock.  The  current
authorized share capital  continued to be 50,000,000 shares of common stock with
a par value of $0.001 per share.

CURRENT BUSINESS OPERATIONS

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

VILCORO GOLD PROPERTY

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

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

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we are  required  to make the  following  non-refundable  cash
payments to St. Elias aggregating  $350,000 as follows:  (i) $50,000 within five
business days from the execution of the Vilcoro  Option  Agreement,  which as of
the date of this Quarterly Report, has been paid; (ii) $100,000 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.

                                       4

<PAGE>

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; and (ii) incur costs totally $2,5000,000 as follows: (a) first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Vilcoro Option Agreement, (b) second expenditure of $750,000
are to be incurred on or before the  24-month  anniversary  of  execution of the
Vilcoro Option  Agreement;  and (iii) third  expenditure of $1,250,000 are to be
incurred  on or before the  36-month  anniversary  of  execution  of the Vilcoro
Option Agreement.  Under further terms of the Vilcoro Option Agreement:  (i) St.
Elias will be the  operator of the  Vilcoro  Properties  and will  receive an 8%
operator fee on all exploration expenditures;  (ii) once we exercise the Vilcoro
Option,  we agree  to pay  100% of all  on-going  exploration,  development  and
production costs until commercial production (the "Production Costs"); and (iii)
we have the right to receive 100% of any cash flow from commercial production of
the Vilcoro  Properties  until we have recouped the Production Costs after which
the cash flow will be allocated 66% to us and 34% to St. Elias.

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;  (ii) in order to exercise the Option, we are required to incur or cause
to be incurred on or before  December 31, 2008  expenditures  in connection with
the George Lake Property of not less than $1,000,000  pursuant to a work program
to be commenced and operated by the operator thereon; and (iii) upon exercise of
the  Option,  the  further  interests  of the  parties in and to the George Lake
Property  will  be  determined   through  an  industry  standard  joint  venture
agreement, which will be deemed to be effective upon the exercise of the Option.
AS of the date of this Quarterly Report, we have not incurred any expenditures.

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

                                       5

<PAGE>

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.  See " -  Results  of
Operation" and "Part II. Item 2. Changes in Securities and Use of Proceeds."

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

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 are  current  in our  obligations  under  the
Petaquilla  Option  Agreement  and dispute the  alleged  rescission  and advised
Petaquilla  that the Option is in good standing.  Consequently,  on February 13,
2007, in accordance with the provisions of the Petaquilla Option Agreement as 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.   See  "Part  II.  Item  1.  Legal
Proceedings."

RESULTS OF OPERATION

NINE-MONTH  PERIOD ENDED  FEBRUARY 28, 2007 COMPARED TO NINE-MONTH  PERIOD ENDED
FEBRUARY 28, 2006.

Our net loss for the nine-month period ended February 28, 2007 was approximately
($7,773,003)  compared to a net loss of ($35,920)  during the nine-month  period
ended February 28, 2006 (an increase of $7,737,083).

During the  nine-month  periods  ended  February  28, 2007 and 2006,  we did not
generate any revenue.  During the nine-month  period ended February 28, 2007, we
incurred  general  and  administrative  expenses  in  the  aggregate  amount  of

                                       6

<PAGE>

$7,773,003  compared to general and administrative  expenses incurred during the
nine-month  period ended February 28, 2006 of $45,579.  Administrative  expenses
incurred  during  the  nine-month  period  ended  February  28,  2007  primarily
consisted of: (i) professional fees of $125,161 (2006: $21,833); (ii) office and
general expenses of $45,579 (2006: $5,927);  (iii) mineral property expenditures
of $7,550,000 (2006: $-0-); and (iv) consulting fees of $52,263 (2006:  $8,160).
General and administrative expenses increased during the nine-month period ended
February  28,  2007  due to the  incurrence  of  mineral  property  expenditures
relating  primarily to the Petaquilla  Option Agreement based upon the estimated
fair market value of the 4,000,000  shares of restricted  common stock issued to
Petaquilla and the increase in professional  fees resulting from the increase in
overall business  operations and activity.  General and administrative  expenses
generally include corporate  overhead,  financial and administrative  contracted
services, marketing, and consulting costs.

As discussed above, the increase in net loss during the nine-month  period ended
February 28, 2007 compared to the  nine-month  period ended February 28, 2006 is
attributable  primarily to the increase in general and  administrative  expenses
relating to the mineral property expenditures  incurred. Our net loss during the
nine-month  period ended  February 28, 2007 was  approximately  ($7,773,003)  or
($0.20) per share  compared  to a net loss of  ($35,920)  or ($0.00)  during the
nine-month period ended February 28, 2006. The weighted average number of shares
outstanding  was 38,504,029  for the  nine-month  period ended February 28, 2007
compared to 37,200,000 for the nine-month period ended February 28, 2006.

THREE-MONTH  PERIOD ENDED FEBRUARY 28, 2007 COMPARED TO THREE-MONTH PERIOD ENDED
FEBRUARY 28, 2006.

Our  net  loss  for  the   three-month   period  ended  February  28,  2007  was
approximately  ($161,186)  compared  to  a  net  loss  of  ($8,192)  during  the
three-month period ended February 28, 2006 (an increase of $152,994).

During the  three-month  periods  ended  February 28, 2007 and 2006,  we did not
generate any revenue.  During the three-month period ended February 28, 2007, we
incurred general and administrative expenses in the aggregate amount of $161,186
compared to general and administrative  expenses incurred during the three-month
period  ended  February  28, 2006 of $8,192.  Administrative  expenses  incurred
during the  three-month  period ended February 28, 2007 primarily  consisted of:
(i)  professional  fees of $54,927  (2006:  $3,050);  (ii)  office  and  general
expenses of $29,697  (2005:  $2,306);  (iii) mineral  property  expenditures  of
$50,000  (2005:  $-0-);  and (iv)  consulting  fees of $26,562  (2005:  $2,836).
General and  administrative  expenses  increased  during the three-month  period
ended February 28, 2007 due to the incurrence of mineral  property  expenditures
relating to the  Petaquilla  Option  Agreement and the increase in  professional
fees resulting from the increase in overall business operations and activity.

As discussed above, the increase in net loss during the three-month period ended
February 28, 2007 compared to the three-month  period ended February 28, 2006 is
attributable  primarily  to the increase in overall  general and  administrative
expenses. Our net loss during the three-month period ended February 28, 2007 was
approximately ($161,186) or ($0.00) per share compared to a net loss of ($8,192)
or ($0.00) during the  three-month  period ended February 28, 2006. The weighted
average number of shares  outstanding was 41,155,556 for the three-month  period
ended February 28, 2007 compared to 35,706,720 for the three-month  period ended
February 28, 2006.


                                       7

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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.

NINE-MONTH PERIOD ENDED FEBRUARY 28, 2007

As of the  nine-month  period ended  February 28, 2007,  our current assets were
$15,230 and our current  liabilities were $350,820,  which resulted in a working
capital  deficit of $355,590.  As of the  nine-month  period ended  February 28,
2007,  our total assets  consisted of the $15,230 in cash. As of the  nine-month
period ended February 28, 2007, our total liabilities consisted of: (i) $162,694
in accounts payable and accrued liabilities;  and (ii) $188,126 in shareholders'
loan.

Stockholders'  equity (deficit)  decreased from $37,413 at fiscal year ended May
31, 2006 to ($335,590) as at February 28, 2007.

We have not generated  positive cash flows from  operating  activities.  For the
nine-month  period ended  February  28,  2007,  net cash flows used in operating
activities  was  ($243,153)  compared  to  net  cash  flows  used  in  operating
activities for the nine-month  period ended February 28, 2006 of ($83,928).  Net
cash flows used in operating activities for the nine-month period ended February
28, 2007 consisted primarily of a net loss of ($7,773,003).  Net cash flows used
in  operating  activities  was  adjusted by  $7,400,000  to reflect the non-cash
mineral property  expenditures  associated with the Petaquilla  Option Agreement
based upon the estimated fair market value of the 4,000,000 shares of restricted
common  stock  issued to  Petaquilla  and by $143,523 to reflect the increase in
accounts payable and accrued liabilities.

For the  nine-month  period ended  February 28, 2007, net cash flows provided by
financing  activities  was  $185,000  compared  to net cash  flows  provided  by
financing  activities  for the  nine-month  period  ended  February  28, 2006 of
$100,000.  Net cash flows  provided by financing  activities  for the nine-month
period ended February 28, 2007 consisted of proceeds from shareholder advances.

PLAN OF OPERATION

During  fiscal year ended May 31, 2006, we closed a private  placement  offering
pursuant to which we issued an  aggregate  of  4,200,000  shares of common stock
(100,000 pre-May 2006 Forward Stock Split shares) at $0.0238 per share for gross
proceeds of $100,000.  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

                                       8

<PAGE>

able to take advantage of prospective new business  endeavors or  opportunities,
which could significantly and materially restrict our business operations.

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2006 and May 31, 2005 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, we do not have any significant material
commitments  for fiscal year 2006/2007  other than the  contractual arrangements
described below.

VILCORO OPTION AGREEMENT

Under the terms of the Vilcoro  Option  Agreement  and in order to exercise  the
Vilcoro  Option,  we are  required  to make the  following  non-refundable  cash
payments to St. Elias aggregating  $350,000 as follows:  (i) $50,000 within five
business days from the execution of the Vilcoro Option  Agreement  which,  as of
the date of this Quarterly Report, has been paid; (ii) $100,000 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 totally $2,5000,000 as
follows:  (a) first  expenditure  of  $500,000  to be  incurred on or before the
12-month  anniversary of execution of the Vilcoro Option  Agreement,  (b) second
expenditure of $750,000 to be incurred on or before the 24-month  anniversary of
execution  of the  Vilcoro  Option  Agreement;  and (iii) third  expenditure  of
$1,250,000 to be incurred on or before the 36-month  anniversary of execution of
the Vilcoro Option Agreement.

PETAQUILLA OPTION AGREEMENT

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

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of $100,000  on our  behalf.  The  aggregate  amount  loaned to us of
$100,000  is  unsecured  and  accrues  interest  at 10%  per  annum  and  has no
established terms of repayment.  As of the date of this Quarterly Report, we owe
an aggregate of $100,438 in principal  and accrued  interest.  Subsequent to the
nine-month  period ended February 28, 2007, an additional  $121,000 was advanced
to us by the same shareholder under the same terms and conditions.

                                       9

<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources  that  are  material  to  investors.   The  term  "off-balance   sheet
arrangement"  generally means any  transaction,  agreement or other  contractual
arrangement to which an entity unconsolidated with us is a party, under which we
have:  (i) any  obligation  arising  under  a  guaranteed  contract,  derivative
instrument or variable  interest;  or (ii) a retained or contingent  interest in
assets transferred to such entity or similar  arrangement that serves as credit,
liquidity or market risk support for such assets.

ITEM III. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our  management,   including  our  President/Chief  Executive  Officer  and  our
Treasurer/Chief  Financial  Officer,  of the  effectiveness  of the  design  and
operation of our  disclosure  controls and  procedures  as at February 28, 2007.
Based on that  evaluation,  we have 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 Securities Exchange
Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized
and reported  within the time periods  specified in Commission  rules and forms.
Such officers also confirm that there was no change in our internal control over
financial  reporting  during the nine-month  period ended February 28, 2007 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

AUDIT COMMITTEE REPORT

The Board of Directors has  established an audit  committee.  The members of the
audit committee are Mr. Marcus Johnson, Mr. Steven Jewett and Mr. Alan Sedgwick.
Two of the three  members of the audit  committee are  "independent"  within the
meaning of Rule 10A-3 under the Exchange Act. The audit  committee was organized
on October 20, 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 28,
2007.  The audit  committee has also  discussed  with Dale Matheson  Carr-Hilton
LaBonte  LLP 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 Dale Matheson  Carr-Hilton  LaBonte LLP required
by Independence  Standards Board Standard No. 1,  Independence  Discussions with
Audit Committees,  as amended,  and has discussed with Dale Matheson Carr-Hilton
LaBonte LLP 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 28, 2007 filed with the Securities and Exchange
Commission.

                                       10

<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 standed.

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

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

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. 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

PETAQUILLA MINERALIS LTD.

On  December  1,  2006,  we  issued  an  aggregate  of  4,000,000  shares of our
restricted  common stock in accordance  with the terms and provisions of the San
Juan Option  Agreement.  The shares were issued  pursuant to an  exemption  from
registration  under  Section  4(2)  and  Rule  903 of  Regulation  S of the 1933
Securities Act.

CANCELLATION OF SHARE CERTIFICATES

On approximately  September 27, 2006, four of our founding shareholders returned
an aggregate of 7,500,000  shares of  restricted  common stock held of record to
treasury.  Pursuant  to board of  director  written  consent  and  approval,  we
subsequently  cancelled the 7,500,000  shares of  restricted  common stock.  The
7,500,000  shares of common stock were returned to treasury for no consideration
to the four  shareholders  in order to make our share capital more attractive to
potential investors.


                                       11

<PAGE>

PRIVATE SALE/ACQUISITION

On December 28, 2006, Marcus Johnson, our President and a member of the Board of
Directors,  purchased an aggregate of 6,500,000 shares of our restricted  common
stock in a series of  private  sales at par value of $0.001  per share for total
consideration  of  $6,500  from  his  personal  funds.  As of the  date  of this
Quarterly  Report,  there are an  aggregate of  41,200,000  shares of our common
stock  issued  and  outstanding.  Therefore,  Mr.  Johnson  holds of  record  an
aggregate 15.8% equity interest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

On November  27,  2006,  our Board of  Directors  pursuant to minutes of written
consent in lieu of a special meeting authorized and approved an amendment to the
Articles of  Incorporation  (the "2006  Amendment")  to increase our  authorized
capital 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 and the  dissemination  of a
notice of consent  requested from  shareholders  without a special meeting dated
December 4, 2006 (the "Notice of Consent")  together with a  consent/proxy  card
(the "Proxy").  Our Board of Directors fixed the close of business on January 3,
2007 as the date by which the Proxy was to be received by us.

Only  shareholders  of record at the close of business on November 27, 2006 (the
"Record Date") were entitled to receipt of the Notice of Consent and to vote the
shares of common stock held by them on such date in the Proxy.  As of the Record
Date,  an  aggregate   37,200,000   shares  of  common  stock  were  issued  and
outstanding.  There was no other class of voting securities  outstanding at that
date. Each share of common stock held by a shareholder entitled such shareholder
to one vote  pursuant  to the  Proxy.  The  receipt  of  Proxies  evidencing  an
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
common stock was required to approve the 2006 Amendment.

Approval  that  the  Articles  of  Incorporation  be  amended  to  increase  the
authorized  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.

             For                   21,946,655
             Against                      -0-
             Abstain               15,253,345

ITEM 5. OTHER INFORMATION

APPOINTMENT/RESIGNATION OF DIRECTOR

Effective  on October 20, 2006,  our Board of Directors  accepted the consent to
act as a director  from Terence F. Schorn.  On February 7, 2007, we accepted the
resignation from Mr. Schorn as a member of our Board of Directors.

Effective on February 7, 2007,  our Board of  Directors  accepted the consent to
act as a director from Stacey  Kivel,  Attorney at Law. The following is a brief
account of the  education  and business  experience of Ms. Kivel during at least
the past five years,  indicating her principal occupation during the period, and
the name and principal business of the organization by which she was employed.

                                       12

<PAGE>

Ms.  Kivel's  previous   experience   involves  her  role  as  general  council,
particularly  in  the  areas  of  corporate   finance,   international   mining,
acquisitions,,   government  and  investor  relations,   corporate   governance,
intellectual  property,  media and  communications.  She is also a specialist on
Africa and Middle East  government  relations.  Ms. Kivel has  performed as vice
president  business  development and legal affairs as well as company  secretary
for a junior oil and gas exploration and production company listed on the London
Stock Exchange (AIM) with drilling  operations in West Africa.  In acting as the
firm's lead on  corporate  development,  she  assisted in all areas  required to
build the company's asset base, financial backing and corporate structure.  This
included  negotiating  agreements and overseeing  corporate  relations with host
governments  in West Africa whilst  maintaining  the internal  structure of this
listed company.  Ms. Kivel  successfully  assisted the company through a bidding
and  lobbying  exercise  to  acquire  oil  exploration  rights in  Nigeria.  She
subsequently  helped negotiate  production sharing contracts and joint operating
agreements  for the  acquisition  of some of the most  sought  after oil and gas
exploration  assets  in  Nigeria,  the cost of  which  were in the  hundreds  of
millions of dollars. She assisted in structuring two private placements totaling
US $310,000 and a bridge financing for US $65,000,000 which provided finance for
the  company's  expansion.  At the same time she was  responsible  as  corporate
secretary  and  head of  legal  for the  company's  compliance,  their  listing,
corporate governance, human resources, board structure and legal records.

Ms. Kivel has been  advising  companies on corporate  development  and expansion
into  Africa and the  Middle  East for more than ten years and has  developed  a
network of government leaders and corporate  executives working and investing in
these  regions.  Her  career has  involved  a wide  range of public and  private
corporate  transactions dealing with individual companies and governments around
the  world.  These  range  from  brokering  the  sale  of  a  distressed  German
multinational company in 2005 to expanding  opportunities for London-based Rotch
Group's (now Consensus) international expansion.

In June 2000 to 2003 she  acted as  special  advisor  to the  President  for the
Republic  of  Gabon.  Ms.  Kivel  advised  the  office of the  President  of the
Republic,  the Gabon  Ministry  of Finance and Air Gabon on a strategy to obtain
offset credits as a result of the purchase of new Boeing aircraft.

Ms. Kivel began her career as a corporate attorney  specializing in intellectual
property and acquisitions in the  entertainment  industry.  She acted as general
council and head of acquisitions for two California-based firm distributors, one
of which she helped grow to a $100 million  entity,  specializing in negotiating
distribution and finance agreements to acquire international film and television
distribution  rights.  She  subsequently  headed  the  International  Government
Relations and Business Development  department for the Middle East and Africa at
Instructional Investor Magazine.  Following this, she consulted in the same area
for the International Herald Tribune, significantly increasing the international
customer base for both the publications.

Ms.  Kivel  graduated  from  Pepperdine  University  School  of  Law  in  Malibu
California and subsequently  became an accredited  member of the California Bar.
She received her undergraduate  Degree in Finance with a minor in Economics from
the University of Massachusetts  School Of Management and carried out additional
studies at Stanford University and the American University of Paris.

                                       13

<PAGE>

As a consequence of the Board's acceptance of the within Appointment,  the Board
is now comprised of each of Messrs.  Marcus M.  Johnson,  Alan  Sedgwick,  Steve
Jewett, D. Bruce Horton and Ms. Kivel.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

2.01     Amendment to Articles of Incorporation  dated January 12, 2007 as filed
         with the Secretary of State of the State of Nevada. (1)

10.01    Property  Option  Agreement  as fully  executed  on  November  16, 2006
         between Revelstoke Industries, Inc. and Petaquilla Minerals Ltd.(2)

10.02    Letter of Intent  between  Geneva Gold Corp.  and St.  Elias Mines Ltd.
         dated January 22, 2007. (3)

10.03    Vilcoro  Property  Option  Agreement dated January 22, 2007 between St.
         Elias Mines Ltd. and Geneva Gold Corp. (4)

31.1     Certification  of  Chief  Executive   Officer  pursuant  to  Securities
         Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2     Certification  of  Chief  Financial   Officer  pursuant  to  Securities
         Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1     Certifications  pursuant to  Securities  Exchange Act of 1934 Rule 13a-
         14(b) or 15d-14(b) and 18 U.S.C.  Section 1350, as adopted  pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated  by reference  to Exhibit  2.01 of Geneva Gold Corp.  Quarterly
    Report on Form 10-QSB filed with the Securities  and Exchange  Commission on
    January 16, 2007.

(2) Incorporated  by reference to Exhibit 10.01 of Revelstoke  Industries,  Inc.
    Current Report on Form 8-K filed with the Securities and Exchange Commission
    on November 16, 2006.

(3) Incorporated  by  reference  to Exhibit  10.01 of Geneva Gold Corp.  Current
    Report on Form 8-K filed with the  Securities  and  Exchange  Commission  on
    January 26, 2007.

(4) Incorporated  by  reference  to Exhibit  10.01 of Geneva Gold Corp.  Current
    Report on Form 8-K filed with the  Securities  and  Exchange  Commission  on
    February 28, 2007.


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<PAGE>

SIGNATURES

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


                                             GENEVA Resources,Inc.

Dated: April 18, 2007                        By: /s/ MARCUS JOHNSON
                                             _______________________________
                                             Marcus Johnson, Chief Executive
                                             Officer/President


Dated: April 18, 2007                        By: /s/ D. BRUCE HORTON
                                             ________________________________
                                             D. Bruce Horton, Chief Financial
                                             Officer/Treasurer




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