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


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

                     For the fiscal year ended May 31, 2008

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


                For the transition period from ______ to _______


                           COMMISSION FILE NO. 0-32593


                             GENEVA RESOURCES, INC.
                 ______________________________________________
                 (Name of small business issuer in its charter)


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


                        2533 N. CARSON STREET, SUITE 125
                            CARSON CITY, NEVADA 89706
                    ________________________________________
                    (Address of principal executive offices)


                                 (775) 348-9330
                          ___________________________
                          (Issuer's telephone number)


Securities registered pursuant to Section         Name of each exchange on which
            12(b) of the Act:                              registered:

                  NONE


          Securities registered pursuant to Section 12(g) of the Act:

                              COMMON STOCK, $0.001
                              ____________________
                                (Title of Class)


Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check  whether the issuer (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]


<PAGE>


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment  to  this  Form  10-KSB.  [X]

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

State  issuers  revenues  for its most recent  fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  September 11, 2008:  $6,617,000.00

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                       N/A

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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  September 7, 2008
Common Stock, $0.001                        38,536,862

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (i) any annual report to security  holders;
(ii) any proxy or information statement; and (iii) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities  Act"). The
listed documents should be clearly described for  identification  purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

                                       N/A

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


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<PAGE>


                              GENEVA RESOURCES INC.

                                   FORM 10-KSB


PART I.

Item 1.       Description of Business                                          4

Item 2.       Description of Property                                         22

Item 3.       Legal Proceedings                                               22

Item 4.       Submission of Matters to a Vote of Security Holders             24

PART II.

Item 5.       Market for Common Equity and Related Stockholder Matters and
              Small Business Issuer Purchases of Equity Securities            24

Item 6.       Management's Discussion and Analysis and Plan of Operation      27

Item 7.       Financial Statements                                            35

Item 8.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                        52

Item 8A.      Controls and Procedures                                         53

Item 8A(T).   Controls and Procedures                                         54

Item 8B.      Other Information                                               54

PART III

Item 9.       Directors, Executive Officers, Promoters, Control Persons and
              Corporate Governance; Compliance With Section 16(a) of the
              Exchange Act                                                    54

Item 10.      Executive Compensation                                          59

Item 11.      Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters                                 62

Item 12.      Certain Relationships and Related Transactions and Director
              Independence                                                    63

Item 13.      Exhibits                                                        64

Item 14.      Principal Accountant Fees and Services                          65


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<PAGE>


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

AVAILABLE INFORMATION

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

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name  "Revelstoke  Industries,  Inc." for the purpose of
reclaiming and  stabilizing  land in  preparation  for  construction  in Canada.
Effective  November  27,  2006,  we  changed  our name to "Geneva  Gold  Corp.".
Subsequently,  effective  February  28,  2007,  we  changed  our name to "Geneva
Resources,  Inc.".  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.  The shares of common  stock of Geneva
Resources  Inc.  trade on the  Over-the-Counter  Bulletin Board under the symbol
"GVRS:OB".

Please note that throughout this Annual Report,  and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Geneva  Resources," refers to Geneva
Resources Inc.

TRANSFER AGENT

Our transfer agent is Transfer Online Co., Inc. 317, SW Alder Street, 2nd Floor,
Portland, Oregon 97204.


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<PAGE>


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 Annual 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.

MINERAL PROPERTIES

         VILCORO GOLD PROPERTY

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

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

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

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

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

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


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<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 (which as of the date of this Annual Report have been issued);
and (ii) incur costs totaling  $2,5000,000 as follows:  (a) first expenditure of
$500,000 is to be incurred on or before the 12-month anniversary of execution of
the  Vilcoro  Option  Agreement  (which  date  has  been  subsequently  extended
indefinitely based on the June 2008 Extension Agreement); (b) second expenditure
of $750,000 is to be incurred on or before the 24-month anniversary of execution
of the Vilcoro Option Agreement; and (iii) third expenditure of $1,250,000 is to
be incurred on or before the  36-month  anniversary  of execution of the Vilcoro
Option Agreement.

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

PHASE I  EXPLORATION  PROGRAM.  As of the  date of this  Annual  Report,  we are
engaged in our Phase I  exploration  program.  The  Vicloro  Property  comprises
approximately 1,600 hectares and lies along the game geological belt of Tertiary
rocks that host deposits in northern Peru, such as Newmont's  Yanacocha Mine and
Barrick's  Pierina  deposit.  Management  believes that the Vilcoro  Property is
favorably located adjacent to the claim block that covers the Lagunas Norte mine
recently put into production by Barrick Gold in the Alto Chicama mining district
of central Peru.

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

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


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<PAGE>


MAIN TREND. The Main Trend extends for 1.1 km in an east-west  direction with an
average width of 60 meters in a north-south  direction and is currently  defined
by 174 channel samples.  The Main Trend  encompasses one higher-grade zone (Zone
1) and five lower-grade zones (Zones 2 to 6). The Main Trend is open to the east
and west, as are most of the individual zones within the Main Trend.

     o    Zone 1 is a continuous  zone of gold-silver  mineralization  measuring
          120  meters  by 20  meters.  All  samples  are  from  old  underground
          workings.  Eighty-three  channel  samples  have a weighted  arithmetic
          average grade of 3.43 g/t gold excluding a very high-grade sample that
          assayed 842 g/t gold.

     o    Zone 2 is 120 meters  east of Zone 1 and is  defined  by nine  samples
          with an average  grade of 0.51 g/t gold  across an area  measuring  60
          meters by 25 meters.

     o    Zone 3 is 250 meters  east of Zone 1 and is  defined  by nine  samples
          with an average  grade of 0.54 g/t gold  across an area  measuring  30
          meters by 10 meters.

     o    Zone 4 is 60 meters  south of Zone 1 and is defined  by eight  samples
          with an average  grade of 0.36 g/t gold  across an area  measuring  50
          meters by 10 meters.

     o    Zone 5 is 110 meters west of Zone 1 and  comprises a 30-m-long  trench
          from which eight continuous  samples returned an average grade of 0.17
          g/t gold.

     o    Zone 6 is about 700 meters west of Zone 1 and  comprises  eight tunnel
          and trench  samples  with an average  grade of 0.54 g/t gold across 40
          meters.

SOUTH TREND. The South Trend lies  approximately 200 meters to the south of, and
strikes  parallel to, the Main Trend and  comprises  an  east-west  alignment of
mineralized  hydrobreccia  occurrences in three zones (Zones A through C). It is
not as well  defined as the Main Trend  because  only  eight  samples  have been
collected to date.

     o    Zone A: 9 meters grading 0.41 g/t gold (3 samples)

     o    Zone B: 10 meters grading 0.71 g/t gold (3 samples)

     o    Zone C: 5.4 meters grading 0.85 g/t gold (2 samples).

NIGERIA PROPERTY

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

Under the terms of the Operating  Agreement,  we were granted a forty-five  (45)
day due diligence period (the "Due Diligence  Period") starting on the effective
date of the Operating Agreement,  which was subsequently extended to January 10,
2008.  During the Due Diligence Period, we had access to Allied Mineral's books,
records and properties to make such investigation as we considered  advisable to
enable us to determine whether to proceed with the Option. On or before the last


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<PAGE>


day of the Due  Diligence  Period (which date was extended to January 31, 2008),
we could elect in writing to proceed with the Option (the "Notice to  Proceed").
If we did not provide Allied Minerals with the Notice to Proceed,  the Operating
Agreement would be treated as terminated and of no further force and effect.

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

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

After  completion of our due diligence  and review of the Nigeria  Property,  we
decided not to further  extend our Due Diligence  Period and not to proceed with
the Operating  Agreement.  Therefore,  as of the date of this Annual Report,  we
have no further ongoing obligations in connection with the Operating Agreement.

GEORGE LAKE PROPERTY

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

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

SAN JUAN PROPERTY

On approximately  November 16, 2006, we entered into a property option agreement
(the   "Petaquilla   Option   Agreement")   with   Petaquilla    Minerals   Ltd.
("Petaquilla").  In accordance  with the terms and  provisions of the Petaquilla


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<PAGE>


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.

On January  30,  2007,  we  received  notice  pursuant  to a news  release  from
Petaquilla that the board of directors of Petaquilla has resolved to rescind the
Petaquilla  Option  Agreement.  We were  current  in our  obligations  under the
Petaquilla  Option  Agreement  and disputed the alleged  rescission  and advised
Petaquilla that the Option was in good standing.  Consequently,  on February 13,
2007, in accordance with the provisions of the Petaquilla  Option  Agreement and
as a result  of  Petaquilla's  purported  rescission  of the  Petaquilla  Option
Agreement, we filed a notice with the British Columbia International  Commercial
Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement
of Claims with the arbitrators  seeking  specific  performance of the Petaquilla
Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of
Defense.

On March 14, 2008, we entered into a settlement letter agreement with Petaquilla
(the "Settlement").  Pursuant to the terms and provisions of the Settlement: (i)
Petaquilla  shall issue  100,000  shares of its common stock to us, which shares
shall be released  from pool in four equal  monthly  tranches  beginning  on the
first  commercial  pour of gold at the Molejon  Gold Mine or December  31, 2008,
whichever  comes first,  and which shares shall be subject to a two business day
right of first  refusal for  Petaquilla to find a buyer or five business days if
the sale is private;  (ii) the 4,000,000  shares of the restricted  common stock
previously  issued  by us  to  Petaquilla  in  accordance  with  the  terms  and
provisions  of the First Option shall be returned to us (which as of the date of
this Annual  Report have been  returned);  and (iii) the $100,000  paid by us on
approximately  November 17, 2006 in order to exercise the initial portion of the
Option was returned to us. See "Item 6. Management's Discussion and Analysis and
Plan of Operation."

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

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 were  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 subsequently returned to
us); 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 had been paid to Petaquilla;  (b) issue 4,000,000


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<PAGE>


shares of restricted  common  stock,  which had been issued to  Petaquilla;  (c)
payment of an  additional  $200,000 and  incurrence  and payment of  exploration
expenditures  of not less than $1,000,000 on or before May 31, 2007; (d) payment
of an additional $300,000 and incurrence and payment of exploration expenditures
of not less than  $3,000,000 on or before May 31, 2008;  and (e)  incurrence and
payment of cumulative exploration expenditures of not less than $6,000,000 on or
before May 31, 2009.

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

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

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

PROPOSED FUTURE BUSINESS OPERATIONS

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

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


                                       10


<PAGE>


DEVELOPMENT OF MINERAL PROPERTIES

The requirement to raise further funding for mineral exploration and development
beyond  that  obtained  for the next six month  period may be  dependent  on the
outcome of geological  and  engineering  testing  occurring  over this interval.
Based  upon the  completion  of  current  property  evaluations  on the  Vilcoro
Property,  and  if  results  provide  the  basis  to  continue  development  and
geological  studies indicate high probabilities of sufficient mineral production
quantities,  we will  attempt to raise  capital to further our  programs,  build
production   infrastructure,   and  raise   additional   capital   for   further
acquisitions. This includes the following activity:

     o    Review all available information and studies.

     o    Digitize all available factual information.

     o    Completion of a NI 43-101 Compliant Report with a qualified  geologist
          familiar with mineralization in the Santiago de Chuco Area,  Northwest
          Peru.  As of the date of this Annual  Report,  we are in receipt of an
          Initial  Exploration  Report on the Vicoro Gold Property for St. Elias
          Mines Ltd.  Prepared by John A. Brophy,  P. Geol. Dated March 15, 2008
          and revised May 8, 2008.

     o    Determine feasibility and amenability of extracting the minerals.

     o    Create investor communications materials, corporate identity.

     o    Raise funding for mineral development.

     o    Target  further  leases for  exploration  potential and obtain further
          funding to acquire new development targets.

MATERIAL AGREEMENTS

PMB+HELIN DONOVAN

Effective on May 16, 2008,  our Board of Directors  authorized the engagement of
PMB+Helin  Donovan  (""PMBHD") in accordance  with the terms and  provisions set
forth in that certain letter agreement dated May 16, 2008 (the "Agreement").  We
engaged  PMBHD to render  services and related  reports to us in order to ensure
compliance  with Section 404 of the  Sarbanes-Oxley  Act of 2002.  In accordance
with the terms and  provisions of the  Agreement,  PMBHD shall  perform  certain
services  including,  but not  limited  to, the  following::  (i) conduct a full
review of our  management  governance  process;  (ii) assemble a project team to
conduct an  evaluation  of the project;  (iii)  document  and evaluate  internal
control;  (iv) assist  management in the development of policies and procedures;
(v) document and evaluate  procedures and processes at the transactional  level;
(vi)  development   independent  testing  procedures;   and  (vii)  establish  a
remediation plan and coordinate  implementation.  We shall pay for such services
on an hourly basis.


                                       11


<PAGE>


BADNER GROUP LLC

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

COMPETITION

We operate in a highly  competitive  industry,  competing  with other mining and
exploration  companies,  and institutional and individual  investors,  which are
actively seeking metal and mineral based exploration  properties  throughout the
world together with the equipment, labour and materials required to exploit such
properties.  Many  of  our  competitors  have  financial  resources,  staff  and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime metal and
minerals exploration prospects and then exploit such prospects.  Competition for
the acquisition of metal and minerals  exploration  properties is intense,  with
many properties  available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing  profitable  properties in the
face of this competition.  No assurance can be given that a sufficient number of
suitable  metal  and  minerals  exploration  properties  will be  available  for
acquisition and development.

MINERALS EXPLORATION REGULATION

Our  minerals  exploration  activities  are,  or will be,  subject to  extensive
foreign laws and regulations  governing  prospecting,  development,  production,
exports, taxes, labor standards, occupational health, waste disposal, protection
and  remediation  of the  environment,  protection of  endangered  and protected
species,  mine safety, toxic substances and other matters.  Minerals exploration
is also  subject  to risks and  liabilities  associated  with  pollution  of the
environment  and  disposal of waste  products  occurring  as a result of mineral
exploration  and  production.  Compliance  with these laws and  regulations  may
impose  substantial  costs on us and will  subject us to  significant  potential
liabilities. Changes in these regulations could require us to expend significant
resources  to  comply  with  new  laws or  regulations  or  changes  to  current
requirements   and  could  have  a  material  adverse  effect  on  our  business
operations.

Exploration  and  production  activities  are  subject to certain  environmental
regulations  which may prevent or delay the  commencement  or continuance of our
operations. In general, our exploration and production activities are subject to
certain foreign regulations,  and may be subject to Nigeria,  Canadian, Peru, or
federal, state and local laws and regulations, relating to environmental quality
and pollution  control.  Such laws and  regulations  increase the costs of these
activities and may prevent or delay the  commencement  or continuance of a given
operation.  Compliance with these laws and regulations does not appear to have a
future  material  effect  on our  operations  or  financial  condition  to date.
Specifically,  we may be subject to  legislation  regarding  emissions  into the
environment,  water discharges and storage and disposition of hazardous  wastes.
However,  such laws and  regulations,  whether foreign or local,  are frequently
changed and we are unable to predict the ultimate cost of compliance. Generally,


                                       12


<PAGE>


environmental  requirements do not appear to affect us any differently or to any
greater or lesser  extent than other  companies  in the industry and our current
operations  have not  expanded to a point  where  either  compliance  or cost of
compliance with  environmental  regulation is a significant  issue for us. Costs
have not been  incurred to date with respect to  compliance  with  environmental
laws but such costs may be expected  to  increase  with an increase in scale and
scope of exploration.

Minerals  exploration  operations are subject to comprehensive  regulation which
may cause  substantial  delays or  require  capital  outlays  in excess of those
anticipated  causing  an adverse  effect on our  business  operations.  Minerals
exploration  operations are subject to foreign,  federal,  state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural  resources  from the ground and the  discharge of materials  into the
environment. Minerals exploration operations are also subject to federal, state,
and  local  laws and  regulations  which  seek to  maintain  health  and  safety
standards by regulating  the design and use of drilling  methods and  equipment.
Various permits from government  bodies are required for drilling  operations to
be  conducted;  no  assurance  can be given that such  permits will be received.
Environmental  standards imposed by federal,  state, or local authorities may be
changed  and  any  such  changes  may  have  material  adverse  effects  on  our
activities.  Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated,  thus causing an adverse
effect on us.  Additionally,  we may be subject to  liability  for  pollution or
other  environmental  damages  which we may elect not to insure  against  due to
prohibitive  premium  costs and  other  reasons.  As of the date of this  Annual
Report,  we have not been  required to spend any material  amount on  compliance
with environmental  regulations.  However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research  and  development  expenditures  have been  incurred,  either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any persons on a  full-time  or on a  part-time  basis.  Marcus
Johnson is our President and Chief Executive  Officer and D. Bruce Horton is our
Chief Financial Officer. These individuals are primarily responsible for all our
day-to-day operations.  Other services are provided by outsourcing,  consultant,
and special purpose contracts.

RISK FACTORS

An investment in our common stock involves a number of very  significant  risks.
You should carefully  consider the following risks and uncertainties in addition
to  other  information  in  evaluating  our  company  and  its  business  before
purchasing  shares of our common  stock.  Our  business,  operating  results and
financial condition could be seriously harmed due to any of the following risks.
The risks  described  below are all of the material  risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also  impair  our  business  operations.  You could lose all or part of your
investment due to any of these risks.


                                       13


<PAGE>


RISKS RELATED TO OUR BUSINESS

     WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We will  require  significant  additional  financing  in order to  continue  our
exploration  activities and our  assessment of the  commercial  viability of our
precious metal and mineral properties in Peru. Furthermore,  if the costs of our
planned exploration  programs are greater than anticipated,  we may have to seek
additional funds through public or private share offerings or arrangements  with
corporate partners.  There can be no assurance that we will be successful in our
efforts  to raise  these  require  funds,  or on terms  satisfactory  to us. The
continued   exploration  of  current  and  future  mineral  properties  and  the
development  of our  business  will  depend upon our  ability to  establish  the
commercial  viability  of our  precious  metal  and  mineral  properties  and to
ultimately develop cash flow from operations and reach profitable operations. We
currently are in the  exploration  stage and we have no revenue from  operations
and we are experiencing  significant negative cash flow.  Accordingly,  the only
other sources of funds presently available to us are through the sale of equity.
We presently believe that debt financing will not be an alternative to us as all
of our properties are in the exploration  stage.  Alternatively,  we may finance
our  business by offering  an  interest in any of our mineral  properties  to be
earned  by  another  party or  parties  carrying  out  further  exploration  and
development  thereof or to obtain project or operating  financing from financial
institutions, neither of which is presently intended. If we are unable to obtain
this  additional  financing,  we will not be able to  continue  our  exploration
activities and our assessment of the commercial  viability of our precious metal
and mineral properties. Further, if we are able to establish that development of
our precious metal and mineral properties is commercially  viable, our inability
to raise  additional  financing at this stage would  result in our  inability to
place our mineral properties into production and recover our investment.  We may
not discover commercially  exploitable quantities of precious metals or minerals
on our properties that would enable us to enter into commercial production,  and
achieve revenues and recover the money we spend on exploration.

Our  properties  do not contain  reserves  in  accordance  with the  definitions
adopted by the  Securities  and Exchange  Commission,  and there is no assurance
that any exploration  programs that we out will establish  reserves.  All of our
precious metal and mineral properties are in the exploration stage as opposed to
the  development  stage and have no known body of economic  mineralization.  The
known  mineralization  at these  projects has not yet been  determined,  and may
never be  determined  to be  economic.  We plan to conduct  further  exploration
activities  on  our  precious  metal  and  mineral   properties,   which  future
exploration  may include the  completion  of  feasibility  studies  necessary to
evaluate whether a commercial  mineable mineral exists on any of our properties.
There is a substantial risk that these exploration activities will not result in
discoveries   of   commercially   recoverable   quantities   of  minerals.   Any
determination that our properties contain commercially recoverable quantities of
minerals may not be reached until such time that final comprehensive feasibility
studies have been concluded that establish that a potential mine is likely to be
economic.  There is a substantial risk that any preliminary or final feasibility
studies carried out by us will not result in a positive  determination  that our
mineral properties can be commercially developed.

     OUR   EXPLORATION   ACTIVITIES  ON  OUR  MINERAL   PROPERTIES  MAY  NOT  BE
     COMMERCIALLY  SUCCESSFUL,  WHICH  COULD  LEAD US TO  ABANDON  OUR  PLANS TO
     DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.


                                       14


<PAGE>


Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable  quantities  of ore on our  mineral  properties  that  can  then  be
developed into commercially  viable mining  operations.  Mineral  exploration is
highly   speculative   in  nature,   involves   many  risks  and  is  frequently
non-productive.  These risks include unusual or unexpected geologic  formations,
and the inability to obtain suitable or adequate machinery,  equipment or labor.
The  success of  mineral  exploration  is  determined  in part by the  following
factors:

     o    identification  of  potential   mineralization  based  on  superficial
          analysis;

     o    availability of government-granted exploration permits;

     o    the quality of management and geological and technical expertise; and

     o    the capital available for exploration.

Substantial  expenditures are required to establish proven and probable reserves
through drilling and analysis, to develop processes to extract minerals,  and to
develop the mining and processing  facilities and  infrastructure  at any chosen
site. Whether a mineral deposit will be commercially  viable depends on a number
of factors, which include, without limitation,  the particular attributes of the
deposit,  such as size,  grade and  proximity to  infrastructure;  metal prices,
which  fluctuate09-8  widely;  and government  regulations,  including,  without
limitation,  regulations relating to prices, taxes, royalties, land tenure, land
use,  importing and exporting of minerals and environmental  protection.  We may
invest significant  capital and resources in exploration  activities and abandon
such investments if it is unable to identify  commercially  exploitable  mineral
reserves.  The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any  assurance to  investors  that we will  discover or acquire any  mineralized
material in sufficient quantities on any of our properties to justify commercial
operations.  Further,  we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially  recoverable quantities
of precious metals or minerals on our properties.

     OUR BUSINESS IS DIFFICULT TO EVALUATE  BECAUSE WE HAVE A LIMITED  OPERATING
     HISTORY.

In considering  whether to invest in our common stock,  you should consider that
our  inception  was  April 5,  2004  and,  as a  result,  there is only  limited
historical financial and operating  information  available on which to base your
evaluation of our performance.  In addition,  we have only recently  acquired or
will  acquire our primary  minerals  exploration  prospects  located in Peru and
Nigeria with limited experience in early stage exploration efforts.

     WE HAVE A HISTORY OF  OPERATING  LOSSES AND THERE CAN BE NO  ASSURANCES  WE
     WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and
debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately  $6,137,956 from April 5, 2004  (inception) to May 31, 2008. As of
May 31, 2008, we had an accumulated deficit of $6,137,956 and incurred profit of


                                       15


<PAGE>


approximately  $3,886,534 during fiscal year ended May 31, 2008.  Further, we do
not expect  positive  cash flow from  operations  in the near term.  There is no
assurance  that  actual  cash  requirements  will not exceed our  estimates.  In
particular,  additional capital may be required in the event that: (i) the costs
to acquire  additional  mineral  exploration  claims are more than we  currently
anticipate; (ii) exploration and or future potential mining costs for additional
claims increase  beyond our  expectations;  or (iii) we encounter  greater costs
associated with general and administrative expenses or offering costs.

     FUTURE  PARTICIPATION  IN  AN  INCREASED  NUMBER  OF  MINERALS  EXPLORATION
     PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The  uncertainty  and factors  described  throughout this section may impede our
ability to  economically  discover,  acquire,  develop  and/or  exploit  mineral
prospects.  As a result, we may not be able to achieve or sustain  profitability
or positive cash flows from operating activities in the future.

The financial statements for the fiscal year ended May 31, 2008 and May 31, 2007
have been prepared "assuming that the Company 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. Our ability to continue as a
going concern is dependent on raising  additional capital to fund our operations
and  ultimately  on generating  future  profitable  operations.  There can be no
assurance  that  we  will be able to  raise  sufficient  additional  capital  or
eventually  have positive  cash flow from  operations to address all of our cash
flow needs. If we are not able to find  alternative  sources of cash or generate
positive  cash flow from  operations,  our  business  and  shareholders  will be
materially  and adversely  affected.  See "Item 6.  Management's  Discussion and
Analysis or Plan of Operation - Going Concern."

     WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical  losses from  operations,  we will require  additional
funding  in the  future.  If we cannot  obtain  capital  through  financings  or
otherwise,  our  ability to execute  our  exploration  programs  will be greatly
limited.  Our current  plans  require us to make  capital  expenditures  for the
exploration of our minerals exploration properties. Historically, we have funded
our  operations  through the issuance of equity and  short-term  debt  financing
arrangements.  We may not be able to obtain  additional  financing  on favorable
terms,  if at all. Our future cash flows and the  availability of financing will
be subject to a number of  variables,  including  potential  production  and the
market  prices of certain  minerals.  Further,  debt  financing  could lead to a
diversion  of  cash  flow  to  satisfy  debt-servicing  obligations  and  create
restrictions on business operations. If we are unable to raise additional funds,
it would have a material adverse effect upon our operations.

     AS PART OF OUR GROWTH STRATEGY,  WE INTEND TO ACQUIRE  ADDITIONAL  PRECIOUS
     METALS AND MINERALS EXPLORATION PROPERTIES.

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring


                                       16


<PAGE>


additional  properties,  some of the properties may not produce positive results
of  exploration,  or we may not complete  exploration of such  prospects  within
specified  time periods may cause the  forfeiture of the lease in that prospect.
There  can be no  assurance  that we will  be  able  to  successfully  integrate
acquired properties, which could result in substantial costs and delays or other
operational,  technical,  or financial  problems.  Further,  acquisitions  could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

     WE ARE  RELATIVELY  A NEW ENTRANT  INTO THE  PRECIOUS  METALS AND  MINERALS
     EXPLORATION AND DEVELOPMENT INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY.

Since  inception,  our activities have been limited to  organizational  efforts,
obtaining  working capital and acquiring and developing a very limited number of
properties.  As a result,  there is limited information  regarding production or
revenue  generation.  As a result,  our  future  revenues  may be  limited.  The
business of minerals exploration and development is subject to many risks and if
gold or other precious metals or other minerals are found in economic production
quantities,  the potential  profitability  of future  possible  mining  ventures
depends upon factors beyond our control.  The potential  profitability of mining
mineral  properties  if economic  quantities  of minerals are found is dependent
upon many factors and risks beyond our control,  including,  but not limited to:
(i)  unanticipated  ground  and water  conditions  and  adverse  claims to water
rights;  (ii) geological  problems;  (iii)  metallurgical  and other  processing
problems;  (iv) the  occurrence of unusual  weather or operating  conditions and
other force majeure  events;  (v) lower than expected  grades of minerals;  (vi)
accidents;  (vii)  delays in the  receipt of or  failure  to  receive  necessary
government permits;  (viii) delays in transportation;  (ix) labor disputes;  (x)
government permit restrictions and regulation restrictions;  (xi) unavailability
of materials and  equipment;  and (xii) the failure of equipment or processes to
operate in accordance with specifications or expectations.

     THE RISKS  ASSOCIATED WITH  EXPLORATION AND DEVELOPMENT AND, IF APPLICABLE,
     MINING COULD CAUSE PERSONAL INJURY OR DEATH,  ENVIRONMENTAL  DAMAGE, DELAYS
     IN MINING, MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We  are  not  currently  engaged  in  mining  operations  because  we are in the
exploration  phase  and have not yet any  proved  minerals  reserves.  We do not
presently  carry  property and liability  insurance.  Cost  effective  insurance
contains  exclusions and  limitations on coverage and may be unavailable in some
circumstances.

     THE MINERAL EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE
     IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE LEASES.

The mineral  exploration  and mining industry is intensely  competitive,  and we
compete  with  other  companies  that  have  greater  resources.  Many of  these
companies  not only explore for and produce  certain  minerals,  but also market
certain minerals and other products on a regional,  national or worldwide basis.
These  companies may be able to pay more for productive  mineral  properties and
exploratory prospects or define, evaluate, bid for and purchase a greater number
of properties and prospects  than our financial or human  resources  permit.  In
addition,  these  companies may have a greater  ability to continue  exploration
activities during periods of low mineral market prices.  Our larger  competitors


                                       17


<PAGE>


may be able to absorb the burden of present and future foreign,  federal, state,
local and other  laws and  regulations  more  easily  than we can,  which  would
adversely  affect our competitive  position.  Our ability to acquire  additional
properties and to discover productive  prospects in the future will be dependent
upon our ability to evaluate and select  suitable  properties  and to consummate
transactions in a highly competitive environment.  In addition,  because we have
fewer financial and human resources than many companies in our industry,  we may
be at a disadvantage in bidding for exploratory  prospects and producing mineral
properties.

     THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS
     BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE  RETURN
     ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous  factors beyond our control.  These factors include
macroeconomic factors,  market fluctuations in commodity pricing and demand, the
proximity and capacity of natural  resource  markets and  processing  equipment,
governmental  regulations,  land tenure,  land use,  regulation  concerning  the
importing  and  exporting  of  certain  minerals  and  environmental  protection
regulations.  The exact effect of these factors cannot be accurately  predicted,
but the  combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

     MINERAL MINING  OPERATIONS ARE SUBJECT TO COMPREHENSIVE  REGULATION,  WHICH
     MAY CAUSE SUBSTANTIAL  DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
     ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS OPERATIONS.

If economic quantities of certain minerals are found on any lease owned by us in
sufficient  quantities to warrant mining operations,  such mining operations are
subject to foreign, federal, state, and local laws relating to the protection of
the environment, including laws regulating removal of natural resources from the
ground and the  discharge  of materials  into the  environment.  Mineral  mining
operations  are also  subject to  foreign,  federal,  state,  and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of mining methods and equipment.  Various permits from government
bodies are required for mining  operations to be conducted;  no assurance can be
given that such  permits will be received.  Environmental  standards  imposed by
federal,  provincial,  or local  authorities may be changed and any such changes
may have material adverse effects on our activities.  Moreover,  compliance with
such laws may cause  substantial  delays or require capital outlays in excess of
those anticipated,  thus resulting in an adverse effect on us. Additionally,  we
may be subject to liability for pollution or other  environmental  damages which
we may elect not to insure  against due to  prohibitive  premium costs and other
reasons.  To date we have  not  been  required  to  spend  material  amounts  on
compliance with environmental regulations.  However, we may be required to do so
in future and this may affect our ability to expand or maintain our operations.

     MINERALS  EXPLORATION AND DEVELOPMENT AND MINING  ACTIVITIES ARE SUBJECT TO
     CERTAIN  ENVIRONMENTAL   REGULATIONS,   WHICH  MAY  PREVENT  OR  DELAY  THE
     COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS.


                                       18


<PAGE>


Minerals  exploration  and  development  and  future  potential  uranium  mining
operations are or will be subject to stringent federal, state,  provincial,  and
local laws and  regulations  relating to improving or maintaining  environmental
quality. Our global operations are also subject to many environmental protection
laws.  Environmental laws often require parties to pay for remedial action or to
pay damages regardless of fault.  Environmental laws also often impose liability
with respect to divested or terminated  operations,  even if the operations were
terminated or divested of many years ago.

Future potential  mineral mining operations and current  exploration  activities
are or will be subject to extensive laws and regulations governing  prospecting,
development,  production, exports, taxes, labor standards,  occupational health,
waste  disposal,  protection and remediation of the  environment,  protection of
endangered  and  protected  species,  mine safety,  toxic  substances  and other
matters. Mineral mining is also subject to risks and liabilities associated with
pollution  of the  environment  and  disposal of waste  products  occurring as a
result of mineral  exploration  and  production.  Compliance with these laws and
regulations  will  impose  substantial  costs  on  us  and  will  subject  us to
significant potential liabilities.

     COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY INCREASE
     WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our operations currently comply, in all material respects,  with
all applicable environmental  regulations.  However, we are not fully insured at
the current date against possible environmental risks.

     ANY CHANGE IN  GOVERNMENT  REGULATION/ADMINISTRATIVE  PRACTICES  MAY HAVE A
     NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws,  regulations,  policies  or current  administrative  practices  of any
government body, organization or regulatory agency in Peru, Canada or Nigeria or
any other applicable  jurisdiction,  may be changed, applied or interpreted in a
manner  which will  fundamentally  alter our ability to carry on  business.  The
actions, policies or regulations,  or changes thereto, of any government body or
regulatory  agency,  or other special  interest  groups,  may have a detrimental
effect on us. Any or all of these  situations may have a negative  impact on our
ability to operate and/or our profitably.

     WE MAY BE  UNABLE  TO  RETAIN  KEY  EMPLOYEES  OR  CONSULTANTS  OR  RECRUIT
     ADDITIONAL QUALIFIED PERSONNEL.

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their  employment with us for any reason.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent  on the  continued  service  of Marcus  Johnson,  our  President/Chief
Executive  Officer  and a director,  and D. Bruce  Horton,  our Chief  Financial
Officer and a director. Further, we do not have key man life insurance on any of
these individuals. We may not have the financial resources to hire a replacement
if any of our  officers  were  to  die.  The  loss of  service  of any of  these
employees could therefore significantly and adversely affect our operations.


                                       19


<PAGE>


     OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors  serve only part time and are subject to conflicts of
interest.  Each of our executive  officers and  directors  serves only on a part
time basis.  Each devotes part of his working time to other business  endeavors,
including  consulting  relationships  with  other  corporate  entities,  and has
responsibilities  to these other entities.  Such conflicts  include deciding how
much time to  devote  to our  affairs,  as well as what  business  opportunities
should be  presented  to us.  Because of these  relationships,  our officers and
directors may be subject to conflicts of interest.

     NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM
     CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors  will not be liable to us or
our  stockholders  for monetary  damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons  against all damages  incurred in  connection  with our  business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
officers  and  directors  caused by their  negligence,  poor  judgment  or other
circumstances.  The indemnification provisions may require us to use our limited
assets to defend our officers and directors  against  claims,  including  claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

Sales of a  substantial  number of shares of our  common  stock  into the public
market by certain  stockholders may result in significant  downward  pressure on
the price of our common  stock and could  affect  your  ability  to realize  the
current trading price of our common stock.

     SALES OF A  SUBSTANTIAL  NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
     MARKET BY CERTAIN  STOCKHOLDERS COULD CAUSE A REDUCTION IN THE MARKET PRICE
     OF OUR COMMON STOCK.

As of the date of this Annual Report,  we have 38,536,862 shares of common stock
issued and outstanding.  Of the total number of issued and outstanding shares of
common stock,  certain  stockholders  are able to resell  certain  shares of our
common stock pursuant to a SB-2  registration  statement  declared  effective on
November 18, 2005. As a result of this registration  statement,  an aggregate of
262,500  pre-forward  share split shares (increased in accordance with a forward
stock  split of  forty-two  (42)  shares for one  effective  May 1, 2006 and the
Forward Stock Split of four (4) shares of one effective October 13, 2006) of our
common stock were issued and are available for immediate resale which could have
an adverse  effect on the price of our  common  stock.  See "Item 5.  MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS."

As of the date of this Annual Report, there are 13,086,862 outstanding shares of
our common stock that are restricted  securities as that term is defined in Rule
144 under the  Securities  Act.  Although the  Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions.


                                       20


<PAGE>


Any  significant  downward  pressure  on the  price of our  common  stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling  stockholders  or others.  Any such short sales could place
further downward pressure on the price of our common stock.

     THE TRADING  PRICE OF OUR COMMON STOCK ON THE OTC  BULLETIN  BOARD HAS BEEN
     AND MAY  CONTINUE TO  FLUCTUATE  SIGNIFICANTLY  AND  STOCKHOLDERS  MAY HAVE
     DIFFICULTY RESELLING THEIR SHARES.

Our common stock commenced trading on approximately  December 1, 2006 on the OTC
Bulletin Board and the trading price has  fluctuated.  In addition to volatility
associated  with  Bulletin  Board  securities  in  general,  the  value  of your
investment could decline due to the impact of any of the following  factors upon
the  market  price of our  common  stock:  (i)  disappointing  results  from our
discovery  or  development  efforts;  (ii) failure to meet our revenue or profit
goals or operating  budget;  (iii) decline in demand for our common stock;  (iv)
downward  revisions  in  securities  analysts'  estimates  or changes in general
market conditions;  (v) technological innovations by competitors or in competing
technologies;  (vi) lack of funding  generated for  operations;  (vii)  investor
perception of our industry or our prospects; and (viii) general economic trends.

In addition,  stock markets have experienced  price and volume  fluctuations and
the market prices of securities have been highly  volatile.  These  fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common  stock.  As a result,  investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

     ADDITIONAL  ISSUANCES  OF EQUITY  SECURITIES  MAY RESULT IN DILUTION TO OUR
     EXISTING STOCKHOLDERS.

Our Articles of  Incorporation  authorize the issuance of 200,000,000  shares of
common  stock.  The Board of Directors  has the  authority  to issue  additional
shares of our capital  stock to provide  additional  financing in the future and
the  issuance of any such shares may result in a reduction  of the book value or
market price of the  outstanding  shares of our common stock. If we do issue any
such  additional  shares,  such  issuance  also will  cause a  reduction  in the
proportionate ownership and voting power of all other stockholders.  As a result
of such dilution,  if you acquire shares of our common stock, your proportionate
ownership  interest  and voting  power  could be  decreased.  Further,  any such
issuances could result in a change of control.

     OUR COMMON  STOCK IS  CLASSIFIED  AS A "PENNY  STOCK" UNDER SEC RULES WHICH
     LIMITS THE MARKET FOR OUR COMMON STOCK.

Because our stock is not traded on a stock  exchange  or on the NASDAQ  National
Market or the NASDAQ  Small Cap  Market,  and  because  the market  price of the
common  stock has  fluctuated  and may trade at times at less than $5 per share,
the common stock may be classified as a "penny  stock." SEC Rule 15g-9 under the
Exchange Act imposes  additional sales practice  requirements on  broker-dealers
that  recommend the purchase or sale of penny stocks to persons other than those
who qualify as an  "established  customer"  or an  "accredited  investor."  This
includes the  requirement  that a broker-dealer  must make a determination  that
investments  in penny stocks are suitable for the customer and must make special
disclosures  to  the  customers  concerning  the  risk  of  penny  stocks.  Many


                                       21


<PAGE>


broker-dealers decline to participate in penny stock transactions because of the
extra requirements imposed on penny stock transactions. Application of the penny
stock  rules to our common  stock  reduces the market  liquidity  of our shares,
which in turn  affects the ability of holders of our common  stock to resell the
shares they  purchase,  and they may not be able to resell at prices at or above
the prices they paid.

     A DECLINE  IN THE PRICE OF OUR COMMON  STOCK  COULD  AFFECT OUR  ABILITY TO
     RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

A decline in the price of our common  stock could  result in a reduction  in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations.  Since our operations to date have been  principally
financed  through the sale of equity  securities,  a decline in the price of our
common stock could have an adverse  effect upon our  liquidity and our continued
operations.  A reduction  in our ability to raise  equity  capital in the future
would have a material  adverse  effect upon our  business  plan and  operations,
including  our ability to continue  our current  operations.  If our stock price
declines,  we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

     CERTAIN OF OUR  DIRECTORS  AND OFFICERS ARE OUTSIDE THE UNITED  STATES WITH
     THE RESULT THAT IT MAY BE DIFFICULT  FOR  INVESTORS  TO ENFORCE  WITHIN THE
     UNITED STATES ANY JUDGMENTS  OBTAINED  AGAINST  CERTAIN OF OUR DIRECTORS OR
     OFFICERS.

Certain  of our  directors  and  officers  are  nationals  and/or  residents  of
countries other than the United States, and all or a substantial portion of such
persons'  assets are located outside the United States.  As a result,  it may be
difficult  for  investors  to effect  service  of process  on our  directors  or
officers,  or enforce within the United States or Canada any judgments  obtained
against us or our officers or directors, including judgments predicated upon the
civil  liability  provisions of the securities  laws of the United States or any
state  thereof.  Consequently,  you may be  effectively  prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian  court  predicated  upon the
civil liability provisions of the securities laws of the United States.

ITEM 2. DESCRIPTION OF PROPERTIES

We lease our principal office space located at 2533 N. Carson Street, Suite 125,
Carson City,  Nevada 89706.  The office space is for  corporate  identification,
mailing,  and courier purposes only and costs us approximately $185 monthly. The
office and services  related  thereto may be cancelled at any time with a thirty
day notice.

ITEM 3. LEGAL PROCEEDINGS

PETAQUILLA OPTION AGREEMENT

On February  27,  2007,  we received  notice  pursuant  to a news  release  from
Petaquilla  that the board of  directors of  Petaquilla  resolved to rescind the
Petaquilla  Option  Agreement.  We are  current  in our  obligations  under  the


                                       22


<PAGE>


Petaquilla Option Agreement and dispute the alleged  rescission and have advised
Petaquilla that the Option is in good standing.

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

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

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

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

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

Other than as disclosed above,  management is not aware of any legal proceedings
contemplated  by any  governmental  authority or any other party involving us or
our  properties.  However,  during July 2007,  we terminated  the  employment of
Stacey Kivel, our then President,  for cause.  Subsequently,  Ms. Kivel has made
certain false allegations against us as specifically described in "Item 5. Other


                                       23


<PAGE>


Information - Resignation of Director".  Although we refute her  allegations and
believe  termination  was justified,  it is possible that we may be exposed to a
loss contingency, which cannot be reasonably estimated at this time.

As of the date of this Annual 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During  fiscal  year  ended May 31,  2008,  no  matters  were  submitted  to our
stockholders for approval.


                                     PART II

ITEM 5.  MARKET FOR COMMON  EQUITY AND  RELATED  STOCKHOLDER  MATTERS  AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol  "GVRS:OB" on  approximately  December 1, 2006. The market for our common
stock is limited,  and can be volatile.  The following table sets forth the high
and low bid prices  relating to our common  stock on a  quarterly  basis for the
periods indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up,  mark-down, or commissions,  and may
not reflect actual transactions.

       QUARTER ENDED                     HIGH BID                   LOW BID

     February 28, 2007                     $3.45                     $0.90
     May 31, 2007                          $2.22                     $0.51
     August 31, 2007                       $2.00                     $1.21
     November 30, 2007                     $1.80                     $1.25
     February 29, 2008                     $1.55                     $0.71
     May 31, 2008                          $1.42                     $0.80
     August 31, 2008                       $1.30                     $0.47

As of  September  11, 2008,  we had 22  shareholders  of record,  which does not
include  shareholders  whose  shares  are held in street or  nominee  names.  We
believe that there are approximately 250 beneficial owners of our common stock.

DIVIDEND POLICY

No  dividends  have ever been  declared by the Board of  Directors on our common
stock.  Our  losses  do not  currently  indicate  the  ability  to pay any  cash
dividends,  and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.


                                       24


<PAGE>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity  compensation plan, the Geneva Resources 2007 Stock Incentive
Plan (the "2007 Plan"). The table set forth below presents  information relating
to our equity compensation plans as of the date of this Annual Report:

<TABLE>
<CAPTION>

EQUITY PLAN COMPENSATION INFORMATION


                                                               WEIGHTED-AVERAGE       NUMBER OF SECURITIES
                                  NUMBER OF SECURITIES TO     EXERCISE PRICE OF     REMAINING AVAILABLE FOR
                                  BE ISSUED UPON EXERCISE        OUTSTANDING         FUTURE ISSUANCE UNDER
                                  OF OUTSTANDING OPTIONS,     OPTIONS, WARRANTS    EQUITY COMPENSATION PLANS
                                    WARRANTS AND RIGHTS           AND RIGHTS         (EXCLUDING COLUMN (A))
PLAN CATEGORY                               (A)                      (B)                      (C)
<S>                                      <C>                        <C>                    <C>

EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS

Not applicable

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS


Stock Options                            1,850,000                  $1.04                  3,150,000

Total Options                            1,850,000                                         3,150,000

</TABLE>


     2007 PLAN

On May 9, 2007,  our Board of Directors  authorized and approved the adoption of
the 2007 Plan  effective  May 9, 2007,  under which an aggregate of 5,000,000 of
our shares may be issued.

The purpose of the 2007 Plan is to enhance our  long-term  stockholder  value by
offering  opportunities  to our  directors,  officers,  employees  and  eligible
consultants  to acquire  and  maintain  stock  ownership  in order to give these
persons  the  opportunity  to  participate  in our  growth and  success,  and to
encourage them to remain in our service.

The 2007 Plan is to be  administered  by our Board of  Directors  or a committee
appointed by and  consisting  of one or more members of the Board of  Directors,
which shall determine (i) the persons to be granted Stock Options under the 2007
Plan;  (ii) the number of shares  subject to each option,  the exercise price of
each Stock Option;  and (iii) whether the Stock Option shall be  exercisable  at
any time  during  the option  period up to ten (10)  years or whether  the Stock
Option  shall be  exercisable  in  installments  or by vesting  only.  2007 Plan
provides  authorization  to the Board of  Directors  to grant  Stock  Options to


                                       25


<PAGE>


purchase a total  number of shares of our common  stock not to exceed  5,000,000
shares as at the date of adoption by the Board of Directors of the 2007 Plan. At
the time a Stock Option is granted  under the 2007 Plan,  the Board of Directors
shall fix and determine  the exercise  price at which shares of our common stock
may be acquired.

In the event an optionee  ceases to be employed by or to provide  services to us
for reasons other than cause, retirement,  disability or death, any Stock Option
that is vested and held by such  optionee  generally may be  exercisable  within
three months after the effective date that his position  ceases,  and after such
three month period any  unexercised  Stock Option shall expire.  In the event an
optionee  ceases to be employed  by or to provide  services to us for reasons of
retirement,  disability  or death,  any Stock  Option that is vested and held by
such  optionee  generally  may be  exercisable  within up to one-year  after the
effective  date that his position  ceases,  and after such  one-year  period any
unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the
optionee,  and each Stock Option will be exercisable  during the lifetime of the
optionee  subject  to the  option  period  up to ten (10)  years or  limitations
described  above.  Any Stock Option held by an optionee at the time of his death
may be exercised  by his estate  within one (1) year of his death or such longer
period as the Board of Directors may determine.

The exercise price of a Stock Option granted  pursuant to the 2007 Plan shall be
paid in full to us by  delivery  of  consideration  equal to the  product of the
Stock Option in accordance with the requirements of the Nevada Revised Statutes.
Any Stock Option settlement, including payment deferrals or payments deemed made
by way of settlement of pre-existing indebtedness from we may be subject to such
conditions, restrictions and contingencies as may be determined.

     OTHER AWARDS

The 2007 Plan further provides that, subject to the provisions of the 2007 Plan,
the Board of Directors  may grant to any key  individuals  who are our employees
eligible to receive  options one or more incentive stock options to purchase the
number of  shares  of common  stock  allotted  by the  Board of  Directors  (the
"Incentive  Stock  Options").  The 2007 Plan  further  provides  that subject to
provisions  of the 2007  Plan,  the  Board  of  Directors  may  grant to any key
individuals  who are our  employees  eligible to receive  options  restricted or
unrestricted stock awards (collectively, "Stock Awards"), restricted stock units
("Units"),  stock  appreciation  rights ("SARs"),  and/or a dividend  equivalent
right ("Dividend Right").

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual  Report and during fiscal year ended May 31, 2008,
to provide capital, we sold stock in private placement  offerings,  issued stock
in exchange  for our debts or pursuant to  contractual  agreements  as set forth
below.

PRIVATE PLACEMENT OFFERING

During  fiscal year ended May 31,  2008,  we received an  aggregate  of $400,000
towards a private  placement  offering of 400,000 Units at $1.00 per Unit.  Each
Unit consists of one common share in our capital stock. Subsequent to the period
on  September  9, 2008 the 400,000  shares of our  restricted  common stock were
issued in reliance upon the transactional  exemption provided by Section 4(2) or


                                       26


<PAGE>


Regulation  S under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  The  investor  understood  the  economic  risk of an  investment  in the
securities,  and that the investor had the  opportunity  to ask questions of and
receive  answers from our management  concerning any and all matters  related to
acquisition of the securities. No underwriter was involved in the transaction.

FINDERS' FEE

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

ST. ELIAS MINES LTD.

In accordance with the terms and provisions of the Vilcoro Option Agreement,  we
are required to issue to St. Elias 50,000 shares of our restricted  common stock
on or before  the  12-month  anniversary  of  execution  of the  Vilcoro  Option
Agreement.  On  approximately  January 31, 2008,  we issued 50,000 shares of our
restricted common stock at St. Elias.

DEBT SETTLEMENT

During fiscal year ended May 31, 2008, we issued an aggregate of 876,862  shares
of our  restricted  common  stock at $1.25 per share to  certain  creditors  for
settlement of debt totaling $1,096,078  resulting in a $219,216 loss on the debt
settlement.  Of the 876,862  shares  issued,  an aggregate of 86,500 shares were
issued to our President,  Marcus Johnson, for settlement of amount due and owing
to Mr. Johnson relating to services rendered.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period from inception (April 5, 2004) to year ended May 31, 2008,  including the
notes to those  financial  statements  which are included in this Annual Report.
The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and the related notes that appear elsewhere in this Annual
Report.  The  following  discussion  contains  forward-looking  statements  that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have not generated any revenue to date.
The following  table sets forth selected  financial  information for the periods
indicated.


                                       27


<PAGE>

<TABLE>
<CAPTION>

RESULTS OF OPERATION

                                                                 FOR THE PERIOD
                           FISCAL YEAR        FISCAL YEAR        FROM INCEPTION
                              ENDED              ENDED           (APRIL 5, 2004)
                           MAY 31, 2008      MAY 31, 2007        TO MAY 31, 2008
                           _____________________________________________________
<S>                        <C>               <C>                  <C>

Revenue                             -0-               -0-         $      46,974

Direct Costs                        -0-               -0-                56,481

Gross Margin (Loss)                 -0-               -0-                (9,507)

General and
Administrative
Expenses
    Office and             $    136,218      $     46,905         $     216,027
    General

    Consulting fees             140,000           348,934               518,027

    Marketing expenses           18,495           876,243               894,738

    Management fees             475,500           765,906             1,241,406
                           _____________________________________________________

    Mineral Property            550,452         7,617,860             8,168,312
    Expenditure            _____________________________________________________

    Professional fees           383,585           231,888               680,723
                           _____________________________________________________

Net Operating (Loss)       $ (1,704,250)     $ (9,887,736)        $ (11,728,740)
                           _____________________________________________________
Other Net Income
Gain on settlements           5,590,784                 -             5,590,784
                           _____________________________________________________

Net Income (Loss)          $   3,886,534     $ (9,887,736)        $  (6,137,956)
                           =====================================================

</TABLE>


                                       28


<PAGE>


We have incurred  recurring  losses to date. 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.

We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

FISCAL YEAR ENDED MAY 31, 2008 COMPARED TO FISCAL YEAR ENDED MAY 31, 2007.

Our net  income  during  fiscal  year  ended  May  31,  2008  was  approximately
$3,886,534  compared to a net loss of ($9,887,736) for fiscal year ended May 31,
2007.

During  fiscal years ended May 31, 2008 and May 31, 2007,  respectively,  we did
not  generate any revenue.  During  fiscal year ended May 31, 2008,  we incurred
general  and  administrative  expenses  in the  aggregate  amount of  $1,704,250
compared  to  $9,887,736  incurred  during  fiscal  year  ended May 31,  2007 (a
decrease of  $8,183,486).  The operating  expenses  incurred  during fiscal year
ended May 31,  2008  consisted  of: (i) office and  general of  $136,218  (2007:
$46,905);  (ii) consulting fees of $140,000  (2007:  $348,934);  (iii) marketing
expenses of $18,495 (2007:  $876,243);  (iv)  management fees of $475,500 (2007:
$765,906);  (v) professional fees of $383,585 (2007: $231,888); and (vi) mineral
property expenditures of $550,452 (2007:  $7,617,860).  The decrease in expenses
incurred during fiscal year ended May 31, 2008 compared to fiscal year ended May
31,  2007  resulted  primarily  from an overall  decrease  in  mineral  property
expenditures  and the  recording of a mineral  property  recovery of  $5,590,784
based upon the return to us of the 4,000,000  shares of common stock  previously
issued to Petaquilla.

The  decrease  in net loss during  fiscal  year ended May 31,  2008  compared to
fiscal year ended May 31, 2007 is attributable primarily to the recording of the
mineral  property  recovery of  $5,590,784  and the overall  decrease in mineral
property  expenditures  relating to the current status of the scale and scope of
acquisition  and exploratory  programs.  Consulting and management fees incurred
during  fiscal year ended May 31, 2008  decreased  pertaining to the decrease in
acquisition  and  development of our mineral  properties and related  contracted
services.  Marketing  expenses also  decreased  during fiscal year ended May 31,
2008  based upon a decrease  in  corporate  marketing  and  business  operations
pertaining to investor awareness.  General and administrative expenses generally
include corporate overhead,  financial and administrative  contracted  services,
marketing and consulting costs.

Our net income during fiscal year ended May 31, 2008 was $3,886,534 or $0.10 per
share  compared  to a net loss of  ($9,887,736)  or ($0.20) per share for fiscal
year ended May 31, 2007. The weighted  average number of shares  outstanding was
40,377,652  at May 31, 2008  compared to  48,964,384  at May 31, 2007.  Weighted
average  number of shares  outstanding  -diluted- was 40,798,515 at May 31, 2008
compared to 48,964,384 at May 31, 2007


                                       29


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2008

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

As at fiscal year ended May 31, 2008,  our current  assets were $279,356 and our
current  liabilities were $1,517,906,  resulting in a working capital deficit of
$1,238,550.  As at fiscal year ended May 31, 2008,  our total assets were $9,356
consisting  of cash,  $270,000  in other  receivables  and  $165,010  deposit on
property  compared to total  assets of $5,749 at fiscal year ended May 31, 2007.
As at fiscal year ended May 31, 2008, our current  liabilities  were  $1,517,906
compared to current liabilities of $1,490,401 at fiscal year ended May 31, 2007.
Our current  liabilities  consisted  of: (i)  $200,304  in accounts  payable and
accrued liabilities; (ii) $1,287,602 in shareholder's loan and accrued interest;
and (iii)  $30,000  due to  related  parties.  The  slight  increase  in current
liabilities was primarily due to the increase in shareholder's  loan and amounts
due to related  parties  relating to the  increased  scale and scope of business
activity.

Stockholders'  deficit  decreased  from  ($1,484,652)  as at  May  31,  2007  to
($1,073,540) as at May 31, 2008.

We have not generated positive cash flows from operating activities.  For fiscal
year  ended  May 31,  2008,  net cash  flow  used in  operating  activities  was
($1,191,393)  compared  to  net  cash  flow  used  in  operating  activities  of
($471,134)  for fiscal year ended May 31, 2007.  Net cash flow used in operating
activities  during  fiscal year ended May 31, 2008  consisted  primarily  of net
income of $3,886,534  adjusted by recovery of mineral  property  expenditures of
$15,000),  net gain on settlement of mineral  property rights  ($5,490,784)  and
stock based compensation of $388,500. Net cash flow used in operating activities
was  further  changed by  ($100,010)  increase in  deposits,  $77,712 in accrued
interest on shareholder's  loan, $69,000 due to related parties,  and a decrease
of ($37,345) in accounts payable and accrued liabilities.

During  fiscal year ended May 31,  2008,  net cash flow  provided  by  financing
activities was $1,195,000 compared to net cash flow from financing activities of
$403,500  for  fiscal  year  ended May 31,  2007.  Net cash flow  provided  from
financing  activities during fiscal year ended May 31, 2008 pertained  primarily
to $400,000  received as proceeds for shares of common stock issued and $795,000
as proceeds from shareholder advances.

PLAN OF OPERATION

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


                                       30


<PAGE>


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

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

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

MATERIAL COMMITMENTS

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

VILCORO OPTION AGREEMENT

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


                                       31


<PAGE>


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

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

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

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of $303,500  were
received during fiscal year ended May 31, 2007. During fiscal year ended May 31,
2008, an additional $795,000 was advanced by the same shareholder under the same
terms and conditions. These amounts are unsecured and accrue interest at 10% per
annum and have no established terms of repayment.  As at May 31, 2008, we owe an
aggregate of $1,287,602 in principal and accrued interest.

BADNER GROUP LLC

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

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this  Annual  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.


                                       32


<PAGE>


GOING CONCERN

The independent  auditors' report accompanying our May 31, 2008 and May 31, 2007
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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning  after November 15, 2008 and will be adopted by the Company  beginning
in the first  quarter  of 2009.  The  Company  does not  expect  there to be any
significant  impact of adopting SFAS 161 on its financial  position,  cash flows
and results of operations.

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

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a


                                       33


<PAGE>


business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any business combinations completed by us prior to January 1, 2009
will be recorded and  disclosed  following  existing  GAAP.  Management  has not
determined the effect that adopting this  statement  would have on our financial
position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of our first  fiscal year that begins  after  November 15,
2007,  although earlier adoption is permitted.  As of February 29, 2008, we have
not adopted this  statement and  management  has not  determined the effect that
adopting  this  statement  would have on the  Company's  financial  position  or
results of operations.

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

In June 2006, FASB issued  Interpretation  No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME  TAXES-AN  INTERPRETATION  OF FASB  STATEMENT  NO. 109 ("FIN  48").  This
Interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an enterprise's  financial  statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement  of a tax  position  taken or  expected to be taken in a tax return.
This  Interpretation  also provides guidance on  derecognition,  classification,
interest  and  penalties,   accounting  in  interim   periods,   disclosure  and
transition.  This  Interpretation  is effective for fiscal years beginning after
December 15, 2006. We have  determined  that the adoption of FIN 48 did not have
any material impact on our results of operations or financial position.


                                       34


<PAGE>


ITEM 7. FINANCIAL STATEMENTS



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

                              FINANCIAL STATEMENTS

                                  MAY 31, 2008


















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS


                                       35


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
________________________________________________________________________________

To the Stockholders and Board of Directors of Geneva Resources, Inc. (formerly
Geneva Gold Corp.)

We have audited the balance sheet of Geneva  Resources,  Inc. as at May 31, 2007
and 2006 and the statements of operations,  stockholders'  equity  (deficit) and
cash flows for the years then ended and for the cumulative  period from April 5,
2004 (date of inception) to May 31, 2007.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based  on our  audits.  The  Company's
financial  statements  at May 31, 2005 and for the year then ended,  and for the
period April 5, 2004 (date of  inception)  to May 31, 2005 were audited by other
auditors  whose report  dated July 14, 2005  included an  explanatory  paragraph
regarding the Company's  ability to continue as a going  concern.  The financial
statements for the period from April 5, 2004 (date of inception) to May 31, 2005
reflect a total net loss of $71,673 of the related  cumulative totals. The other
auditors'  reports have been  furnished  to us, and our  opinion,  insofar as it
relates  to  amounts  included  for such prior  period,  is based  solely on the
reports of such other auditors.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of the Company as at May 31, 2007 and 2006 and
the  results  of  its   operations  and  its  cash  flows  and  the  changes  in
stockholders'  equity (deficit) for the years then ended and for the period from
April 5, 2004 (date of inception) to May 31, 2007 in conformity  with accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  to date  the  Company  has  reported  net  losses  since
inception from operations and requires  additional funds to meet its obligations
and fund the costs of its  operations.  These  factors raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management plans in
this regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




                                         DALE MATHESON CARR-HILTON LABONTE LLP
                                                         CHARTERED ACCOUNTANTS
Vancouver, B.C.
September 7, 2007


                                       36


<PAGE>



                         DEJOYA GRIFFITH & COMPANY, LLC
                   __________________________________________

                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and Stockholders of
Geneva Resources, Inc.
Carson City, Nevada

We have audited the  accompanying  balance sheet of Geneva  Resources,  Inc. (An
Exploration  Stage  Company) as of May 31, 2008 and the  related  statements  of
operations,  stockholders'  deficit,  and cash  flows for the year ended May 31,
2008  and from  inception  (April  5,  2004) to May 31,  2008.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on the financial statements based on our
audit. We did not audit the financial  statements of Geneva Resources,  Inc. for
the year ended May 31, 2007.  Those  statements  were audited by other  auditors
whose report has been  furnished to us and our opinion,  in so far as it relates
to the amounts  included in the year ended May 31, 2007,  is based solely on the
report of other auditors.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, based on our audit and the report of the predecessor auditor the
financial statements referred to above present fairly, in all material respects,
the financial  position of Geneva  Resources,  Inc. as of May 31, 2008,  and the
results of their  operations  and cash flows for the year ended May 31, 2008 and
from  inception  (April 5, 2004) to May 31, 2008 in conformity  with  accounting
principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has suffered  recurring losses from  operations,  which
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ DE JOYA GRIFFITH & COMPANY, LLC
Henderson, NV
September 11, 2008

________________________________________________________________________________

                 2580 Anthem Village Drive, Henderson, NV 89052
               Telephone (702) 588-5960 * Facsimile (702) 588-5979


                                       37


<PAGE>

<TABLE>
<CAPTION>

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

                                 BALANCE SHEETS

                                                                          May 31, 2008       May 31, 2007
_________________________________________________________________________________________________________
<S>                                                                       <C>                <C>

                                     ASSETS
CURRENT ASSETS
   Cash                                                                   $     9,356        $      5,749
   Other receivable                                                           270,000                   -
_________________________________________________________________________________________________________

   TOTAL CURRENT ASSETS                                                       279,356        $      5,749

   Deposit on property                                                        165,010                   -
_________________________________________________________________________________________________________

TOTAL ASSETS                                                              $   444,366        $      5,749
=========================================================================================================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                               $   200,304        $  1,017,764
   Due to related parties (Note 6)                                             30,000              57,747
   Shareholder's loan and accrued interest  (Note 7)                        1,287,602             414,890
_________________________________________________________________________________________________________

                                                                            1,517,906           1,490,401
_________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8)

STOCKHOLDERS'  EQUITY (DEFICIT)
   Capital stock (Note 4)
   Authorized
      200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      38,136,862 shares of common stock (May 31, 2007 -41,200,000)             38,137              41,200
   Additional paid-in capital                                               4,626,279           8,498,638
   Private placement subscriptions                                            400,000                   -
   Deficit accumulated during the development stage                        (6,137,956)        (10,024,490)
_________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                                               (1,073,540)         (1,484,652)
_________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $   444,366        $      5,749

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


    The accompanying notes are an integral part of these financial statements

</TABLE>


                                       38


<PAGE>

<TABLE>
<CAPTION>

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

                            STATEMENTS OF OPERATIONS

                                                                                       April 5, 2004
                                                  Year ended         Year ended        (inception) to
                                                 May 31, 2008       May 31, 2007        May 31, 2008
_____________________________________________________________________________________________________
<S>                                              <C>                <C>                 <C>

REVENUE                                          $          -       $          -        $     46,974
_____________________________________________________________________________________________________

DIRECT COSTS                                                -                  -              56,481
_____________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                 136,218             46,905             216,027
   Consulting fees                                    140,000            348,934             518,027
   Marketing expenses                                  18,495            876,243             894,738
   Management Fees                                    475,500            765,906           1,241,406
   Mineral Property Expenditures (Note 3)             550,452          7,617,860           8,168,312
   Professional fees                                  383,585            231,888             680,723
_____________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES            (1,704,250)        (9,887,736)        (11,719,233)

NET OPERATING LOSS                                 (1,704,250)        (9,887,736)        (11,728,740)
_____________________________________________________________________________________________________

OTHER INCOME
   Net gain on settlements                          5,590,784                  -           5,590,784
_____________________________________________________________________________________________________

NET INCOME                                       $  3,886,534       $ (9,887,736)       $ (6,137,956)

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

BASIC INCOME (LOSS) PER COMMON SHARE             $       0.10       $      (0.20)
================================================================================

BASIC INCOME (LOSS) PER COMMON SHARE             $       0.10       $      (0.20)
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC                                40,377,652         48,964,384
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - DILUTED                              40,798,515         48,964,384
================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>


                                       39


<PAGE>

<TABLE>
<CAPTION>

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

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
          FOR THE PERIOD FROM APRIL 5, 2004 (INCEPTION) TO MAY 31, 2008

                                                                                                          Deficit
                                                  Common Stock                                          Accumulated
                                             _______________________    Additional        Private       During the
                                              Number of                  Paid-in         Placement      Development
                                                shares       Amount      Capital       Subscriptions       Stage            Total
___________________________________________________________________________________________________________________________________
<S>                                           <C>            <C>        <C>            <C>              <C>             <C>

Shares issued for cash -
   at $0.0004 per share,
   April 5, 2004                              23,100,000     $   138    $     9,029    $        -       $          -    $     9,167

Net loss for the period                                -           -              -             -             (5,427)        (5,427)
___________________________________________________________________________________________________________________________________

Balance, May 31, 2004                         23,100,000         138          9,029             -             (5,427)         3,740

Shares issued for cash -
   at $0.00238 per share,
   November 30, 2004                          27,300,000         162         64,838             -                  -         65,000

Net loss for the period                                -           -              -             -            (66,246)       (66,246)
___________________________________________________________________________________________________________________________________

Balance, May 31, 2005                         50,400,000         300         73,867             -            (71,673)         2,494

Shares issued for cash -
   at $0.00595 per share,
   December 8, 2005                           16,800,000         100         99,900             -                  -        100,000

Reclassification for stock split -
   May 1, 2006 (Note 4)                                -      16,400        (16,400)            -                  -              -

Net loss for the period                                -           -              -             -            (65,081)       (65,081)
___________________________________________________________________________________________________________________________________

Balance, May 31, 2006                         67,200,000      16,800        157,367             -           (136,754)        37,413

Shares returned to treasury -
   September 27, 2006                        (30,000,000)          -              -             -                  -              -

Reclassification for stock split, -
   December 1, 2006 (Note 4)                           -      20,400        (20,400)            -                  -              -

Shares issued for Property Option
   Agreement - December 1, 2006
   (Note 3 & 4)                                4,000,000       4,000      7,396,000             -                  -      7,400,000

Stock based compensation (Note 5)                      -           -        965,671             -                  -        965,671

Net loss for the period                                -           -              -             -         (9,887,736)    (9,887,736)
___________________________________________________________________________________________________________________________________

Balance, May 31, 2007                         41,200,000      41,200      8,498,638             -        (10,024,490)    (1,484,652)

Shares issued for Property Option
   Agreements - October 15, 2007
   and January 31, 2008 (Note 3 & 4)              60,000          60         79,940             -                  -         80,000

Subscription proceeds received
   (Note 4)                                            -           -              -       400,000                  -        400,000

Shares returned pursuant to Petaquilla
   settlement - March 14, 2008
   (Note 3 & 4)                               (4,000,000)     (4,000)    (5,436,000)            -                  -     (5,440,000)

Shares issued for debt settlement -
   at $1.00 per share, May 29, 2008
   (Note 4)                                      876,862         877      1,095,201             -                  -      1,096,078

Stock based compensation (Note 5)                      -           -        388,500             -                  -        388,500

Net income for the period                              -           -              -             -          3,886,534      3,886,534
___________________________________________________________________________________________________________________________________

Balance, May 31, 2008                         38,136,862     $38,137    $ 4,626,279      $400,000       $ (6,137,956)   $(1,073,540)

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


                      The accompanying notes are an integral part of these financial statements

</TABLE>


                                       40


<PAGE>

<TABLE>
<CAPTION>

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

                            STATEMENTS OF CASH FLOWS

                                                                                                      April 5, 2004
                                                                 Year ended         Year ended        (inception) to
                                                                May 31, 2008       May 31, 2007       May 31, 2008
____________________________________________________________________________________________________________________
<S>                                                             <C>                <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) for the period                             $  3,886,534       $ (9,887,736)       $ (6,137,956)
   Adjustments to reconcile net loss
      to net cash used in operating activities:
      Non-cash mineral property expenditures (recoveries)             15,000          7,400,000           7,415,000
      Non-cash net gain on settlement                             (5,490,784)                 -          (5,490,784)
      Stock-based compensation                                       388,500            965,671           1,354,171
   Changes in operating assets and liabilities:
      Increase in deposits                                          (100,010)                 -            (100,010)
      Accrued interest on shareholder's loan                          77,712             11,390              89,102
      Due to related parties                                          69,000             57,747             116,500
      Accounts payable and accrued liabilities                       (37,345)           981,794             990,666
____________________________________________________________________________________________________________________

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES               (1,191,393)          (471,134)         (1,763,311)
____________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds on sale and subscriptions of common stock                400,000                  -             574,167
   Proceeds from shareholder advances                                795,000            403,500           1,198,500
____________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                          1,195,000            403,500           1,772,667
____________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                        3,607            (67,634)              9,356

CASH, BEGINNING                                                        5,749             73,383                   -
____________________________________________________________________________________________________________________

CASH, ENDING                                                    $      9,356       $      5,749        $      9,356
====================================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING
AND FINANCING ACTIVITIES

   Shares issued for settlement of liability                    $  1,096,078       $          -        $          -
   Shares issued as deposit for acquiring option
      to purchase in mineral properties                         $     65,000       $          -        $          -
  Other receivable due in shares                                $    270,000       $          -        $          -
====================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>


                                       41


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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

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

GOING CONCERN

To date the Company has generated minimal revenues from its business  operations
and has incurred  operating losses since inception of $6,137,956.  As at May 31,
2008,  the  Company has a working  capital  deficit of  $1,073,540.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private placements and advances from related parties as may be required.

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.

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.


                                       42


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

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

MINERAL PROPERTY EXPENDITURES (CONTINUED)

Mineral property exploration costs are expensed as incurred.

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

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

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

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

ASSET RETIREMENT OBLIGATIONS

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

INCOME TAXES

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at May 31, 2008 the Company had net  operating  loss
carryforwards,  however, due to the uncertainty of realization,  the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these loss carryforwards.

NET INCOME (LOSS) PER SHARE

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


                                       43


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

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

FOREIGN CURRENCY TRANSLATION

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

STOCK-BASED COMPENSATION

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

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning after November 15, 2008,  will be adopted by the Company  beginning in
the  first  quarter  of  2009.  The  Company  does  not  expect  there to be any
significant  impact of adopting SFAS 161 on its financial  position,  cash flows
and results of operations.


                                       44


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported  earnings cause by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15, 2007,  although earlier adoption is permitted.  As of May 31, 2008,
the Company has not adopted this statement and management has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

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

In June 2006, FASB issued  Interpretation  No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME  TAXES-AN  INTERPRETATION  OF FASB  STATEMENT  NO. 109 ("FIN  48").  This
Interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an enterprise's  financial  statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement  of a tax  position  taken or  expected to be taken in a tax return.
This  Interpretation  also provides guidance on  derecognition,  classification,
interest  and  penalties,   accounting  in  interim   periods,   disclosure  and
transition.  This  Interpretation  is effective for fiscal years beginning after
December 15, 2006. The Company has determined that the adoption of Statement No.
158 during the year did not have any material impact on the Company's results of
operations or financial position.


                                       45


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

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  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  located  in  the  Province  of
Saskatchewan, Canada.

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

(b)  SAN JUAN PROPERTY

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

On January 30, 2007, the Company was advised that  Petaquilla  Minerals Ltd. had
resolved to rescind its Property Option Agreement with the Company.  The Company
has disputed the alleged rescission and advised Petaquilla that the Option is in
good standing.  Consequently,  on February 13, 2007, the Company,  in accordance
with the  provisions  of the  Agreement  and as a  consequence  of  Petaquilla's
purported rescission of the Agreement,  filed a notice with the British Columbia
International  Commercial  Arbitration Centre seeking  arbitration.  On March 5,
2007,  the Company  filed its  Statement of Claim with the  arbitrators  seeking
specific performance of the Agreement and damages. On April 10, 2007, Petaquilla
filed a Statement of Defense.

On March  14,  2008,  the  Company  entered  into a  settlement  agreement  with
Petaquilla  (the  "Settlement").  Pursuant to the terms of the  Settlement:  (i)
Petaquilla  shall  issue  100,000  shares of its  common  stock to the  Company,
subject to pooling  and release in four equal  monthly  tranches  commencing  no
later than  December 31, 2008 and certain other  conditions,  (ii) the 4,000,000
shares of the  restricted  common  stock  previously  issued by the  Company  to
Petaquilla shall be returned to the Company;  and (iii) the $100,000  previously
paid by the Company in order to exercise the initial portion of the Option shall
be returned to the Company.

On April 11, 2008,  the Company  entered into a mutual  release with  Petaquilla
(the   "Release"),   pursuant  to  which  the  terms  of  the  Settlement   were
acknowledged.  In accordance  with the terms and provisions of the Release,  the
parties agreed to release each other and their respective  directors,  officers,
employees,  agents and  assigns  from any and all  causes of action,  claims and
demands of any nature or kind whatsoever arising up to the present date relating
to the  Petaquilla  Option  Agreement  and to any of the  subject  matter of the
arbitration proceedings.

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

(c) VILCORO GOLD PROPERTY

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

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


                                       46


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(c) VILCORO GOLD PROPERTY (CONTINUED)

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

     1.   Payment of $50,000 in cash (paid).

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

     3.   The  third   payment  of  $200,000  cash  is  due  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement.

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

     1.   expenditures  of  $500,000  are to be incurred on or before the twelve
          month  anniversary  (subsequently  indefinitely  extended as described
          above) of the  signing of the  Property  Option  Agreement.  ($496,000
          advanced as of August 31, 2008)

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

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

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

(d)      ALLIED MINERAL PROPERTY

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

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

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

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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

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

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


                                       47


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

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

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

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

In August  2007,  the  Company  received  $400,000  towards  a  planned  private
placement of Units to be offered at $1.00 per unit with each unit  consisting of
one  common  share and one  warrant  to  acquire  an  additional  common  share,
exercisable  at $1.50 for twelve  months.  On  February  29,  2008,  the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit  consisting  of one common share only.  To date no
common  shares have been issued in  connection  with the  subscription  proceeds
received.

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

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

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

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

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

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

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

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

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


                                       48


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

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

<TABLE>
<CAPTION>

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

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

OUTSTANDING AT MAY 31, 2007                   1,500,000                   1.00                            9.94
Granted during the period                       350,000                   1.20                               -
Exercised during the period                       -                          -                               -
__________________________________________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2008                   1,850,000                  $1.04                            9.12
__________________________________________________________________________________________________________________________

</TABLE>



NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES

During the year ended May 31, 2008, the Company  incurred $87,000 for management
fees to officers  and  directors  (2007 -  $57,747).  In  addition,  stock based
compensation  in  connection  with stock options  granted to related  parties of
$388,500 (2007 - $708,160) was recorded during the period.

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

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


NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
to Petaquilla on behalf of the Company (Refer to Note 3). Additional advances of
$303,500  were  received  during the year  ended May 31,  2007.  During  2008 an
additional  $795,000 was advanced by the same  shareholder  under the same terms
and conditions. These amounts are unsecured, bear interest at 10% per annum, and
have no set terms of repayment.  The total amount outstanding as of May 31, 2008
including accrued interest is $1,287,602. (May 31, 2007 - $414,890)


NOTE 8 - CONTINGENCY
________________________________________________________________________________

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


                                       49


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 9 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting  purposes.  As of May 31,
2008 and May 31,  2007,  the Company had net  operating  loss carry  forwards of
approximately  $4,780,000 and $9,060,000  respectively  that may be available to
reduce future years' taxable income through 2028.  Future tax benefits which may
arise as a result of these losses have not been  recognized  in these  financial
statements,  as  their  realization  is  determined  not  likely  to  occur  and
accordingly, the Company has recorded a valuation allowance for the deferred tax
asset relating to these tax loss carryforwards.

The applicable  federal and state  statutory tax rates used in  determining  the
Company's income tax provisions deferred tax asset are as follows:

                                                      2008        2007
_______________________________________________________________________

Federal income tax provision at statutory rate        35.0%       35.0%
States income tax provision at statutory rates,
   net of federal income tax effect                    0.0%        0.0%
_______________________________________________________________________

Total income tax provision                            35.0%       35.0%
=======================================================================


The actual income tax provisions differ from the expected amounts  calculated by
applying  the  combined  federal  and state  corporate  income  tax rates to the
Company's loss before income taxes.  The components of these  differences are as
follows:

                                                     2008               2007
_______________________________________________________________________________

Federal net operating income (loss)              $ 3,886,534        $(9,887,736)
Corporate tax rate                                      35.0%              35.0%
_______________________________________________________________________________

Expected tax recovery (expense)                   (1,360,287)         3,460,708

Less:
   Non-deductible stock based compensation          (135,975)          (337,985)
   Change in valuation allowance                   1,496,262         (3,122,723)
_______________________________________________________________________________

Future income tax provision                      $         -        $         -

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

The Company's deferred tax assets are as follows:

                                              2008              2007
________________________________________________________________________

Deferred tax assets
   Net operating loss carry forwards       $ 1,674,325       $ 3,170,587

Total deferred tax assets                    1,674,325         3,170,587
Valuation allowance                         (1,674,325)       (3,170,587)
________________________________________________________________________

Net deferred tax assets                    $         -       $         -

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

The  valuation  allowance for deferred tax assets as of May 31, 2008 and May 31,
2007 was $1,674,325 and $3,170,587,  respectively.  In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than not
that some portion or all of the  deferred  tax assets will not be realized.  The
ultimate  realization of deferred tax assets is dependent upon the generation of
future taxable income in the periods in which those temporary differences become
deductible.  Management considers the scheduled reversals of future deferred tax
assets,  projected future taxable income, and tax planning  strategies in making
this assessment.  As a result, management determined it was more likely than not
the deferred tax assets would be realized as of May 31, 2008 and May 31, 2007.


                                       50


<PAGE>


GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 2007
________________________________________________________________________________

NOTE 10 - SUBSEQUENT EVENTS
________________________________________________________________________________

During  fiscal year ended May 31,  2008,  we received an  aggregate  of $400,000
towards a private  placement  offering of 400,000 Units at $1.00 per Unit.  Each
Unit consists of one common share in our capital stock. Subsequent to the period
on  September  9, 2008 the 400,000  shares of our  restricted  common stock were
issued in reliance upon the transactional  exemption provided by Section 4(2) or
Regulation  S under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  The  investor  understood  the  economic  risk of an  investment  in the
securities,  and that the investor had the  opportunity  to ask questions of and
receive  answers from our management  concerning any and all matters  related to
acquisition of the securities. No underwriter was involved in the transaction.




















                                       51


<PAGE>


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

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

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

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

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


                                       52


<PAGE>


ITEM  8A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

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

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

AUDIT COMMITTEE

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

The audit  committee  has reviewed and  discussed  with  management  our audited
financial  statements  as of and for fiscal year ended May 31,  2008.  The audit
committee  has also  discussed  with De Joya  Griffith & Company LLC the matters


                                       53


<PAGE>


required  to  be  discussed  by   Statement  on  Auditing   Standards   No.  61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public  Accountants.  The audit committee
has received and  reviewed the written  disclosures  and the letter from De Joya
Griffith & Company LLC required by Independence  Standards Board Standard No. 1,
Independence  Discussions with Audit Committees,  as amended,  and has discussed
with De Joya Griffith & Company LLC their independence.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of  Directors  that the audited  financial  statements
referred  to above be  included  in our Annual  Report on Form 10-KSB for fiscal
year ended May 31, 2008 filed with the Securities and Exchange Commission.

ITEM 8A(T)

Not applicable.

ITEM 8B. OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors  hold office until the next annual  general  meeting of the
shareholders or until their  successors are elected and qualified.  Our officers
are  appointed  by our board of directors  and hold office  until their  earlier
death, retirement, resignation or removal.

Our directors and executive officers, their ages, positions held are as follows:


NAME                        AGE             POSITION WITH THE COMPANY

Marcus Johnson               59             President/Chief Executive Officer
                                            and a Director

D. Bruce Horton              61             Secretary/Treasurer, Chief Financial
                                            Officer and a Director

Stephen Jewett               68             Director

Bertrand Taquet              43             Director


                                       54


<PAGE>


BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each director,  executive officer and key employee during at least the past five
years,  indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

MARCUS  JOHNSON.   Marcus  Johnson  has  been  our   President/Chief   Executive
Officer/Principal  Executive  Officer and a director  since March 2006.  For the
past ten years,  Mr.  Johnson has been active in  management in both the private
and public  sectors as a consultant to  management  with an emphasis on investor
relations  and  awareness.  Mr.  Johnson has performed  consulting  services for
Intergold Corporation,  now known as Lexington Resources, Inc., and Vega-Alantic
Corporation,  now known as  Transax  International  Limited.  Mr.  Johnson  is a
professional architect and a member of the American Institute of Architects. Mr.
Johnson has been the professional  architectural consultant of record on various
commercial projects and is a consultant to Exterior Research & Design LLC, where
he is currently retained as an expert for determining  architectural  management
standards.

D.  BRUCE  HORTON.  D.  Bruce  Horton  has  been  our  Secretary/Treasurer/Chief
Financial  Officer and a director since March 2006.  During the past five years,
Mr. Horton has been active in the financial arena in both the private and public
sectors as an accountant and financial management consultant with an emphasis on
corporate  financial  reporting,  financing  and tax  planning.  Mr.  Horton has
specialized in corporate  management,  re-organization,  merger and acquisition,
international tax structuring,  and public and private financing for over thirty
years.  From 1972 through 1986, Mr. Horton was a partner in a public  accounting
firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage  Corporation,
of which he was a director  and chief  financial  officer  from June 1986 to May
1997.  He is a principal  consultant  in Calneva  Financial  Services  Ltd. that
provides  accounting  and financial  management  consulting  services as well as
investment  banking services focusing on venture capital  opportunities in Asia.
Mr. Horton is also director and Chief  Financial  Officer  (since March 2005) of
Morgan Creek Energy Corp.

STEPHEN JEWETT.  Stephen Jewett has been a director since May 2006.  Since 1978,
Mr. Jewett has been the owner of Stephen Jewett - Chartered Accountants.  During
his career,  Mr.  Jewett was auditor of several  public  companies.  Mr.  Jewett
received his degree as a Chartered  Accountant  from the  Institute of Chartered
Accountants of British Columbia and is the audit committee's financial expert.

BERTRAND TAQUET.  Bertrand Taquet has over twenty-five years of experience as an
exploration  geologist having worked for multiple companies in areas of precious
metal mining and exploration and production.  From January 2007 through December
2007, Mr. Taquet was the senior geologist for NWT Uranium Corp. where he managed
uranium  exploration in the Niger and Ungava  properties,  the Ag Zn property in


                                       55


<PAGE>


Mexico and other properties in Quebec,  Africa.  From approximately  April 2005,
through  November  2006,  Mr.  Taquet  engaged in gold  mining  and  exploration
consulting  through BT Geoconsult for Auplata S.A.S.  (French  Guyana),  Fancamp
Resources (Beauce,  Quebec), and Cete Apave (French Guyana).  From approximately
January  2005  through  April  2005,  Mr.  Taquet  engaged  in mining  projects,
feasibility  studies and  exploitation  permit  preparation  for Auplata S.S.S.,
French  Guyana and South  America.  From  approximately  November  1994  through
December  2004,  Mr. Taquet was involved as a project  geologist in various gold
and diamond  exploration  programs with Guyanor Resources Golden Star Resources.
Mr.  Taquet  earned a DEA  (equivalent  to M.Sc.) in  applied  geology  at USTL,
Montpellier, France in 1983.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

RESIGNATION OF STACEY KIVEL AS A DIRECTOR

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

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

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

The  Special  Committee  delivered  its  report  to the  Board of  Directors  on
September 29, 2007 (the "Special Committee  Report"),  having concluded that the
allegations  of  misconduct  made by Ms.  Kivel  were  baseless,  and that there
appeared to be justification for the termination of her employment as an officer
for cause.  A copy of the  Special  Committee  Report was  attached to a Current
Report on Form 8-K.


                                       56


<PAGE>


CERTAIN FINDINGS OF THE SPECIAL COMMITTEE

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

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

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

(3) The  Special  Committee  inquired  into the  allegation  that Ms.  Kivel was
somehow prevented from calling meetings of the Board. In an e-mail message dated
June 27, 2007 to Marcus M. Johnson, one of our directors,  Ms. Kivel advised Mr.
Johnson that she was proposing to schedule a Board meeting in the "near future".
This suggests to the Special  Committee  that Ms. Kivel,  as President and Chief
Executive Officer, as well as a director,  believed it was up to her to schedule
the Board  meeting  and that she was  planning  to do so  (although  there is no
record of her following  through and actually  setting the meeting date).  There
was no indication in Ms. Kivel's e-mail correspondence with our personnel, or in
any other records, which suggested that the other Board members were refusing to
meet with her.

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

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


                                       57


<PAGE>


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

(7) Ms.  Kivel  alleged  that we did not have an Audit  Committee,  Compensation
Committee and no Governance Committee. This allegation is inaccurate.  The Audit
Committee,  then consisting of Marcus  Johnson,  Steve Jewett and Alan Sedgwick,
was duly appointed by Board resolution of April 25, 2006.

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

RESPONSE FROM STACEY KIVEL

On  October  4,  2007,  we  provided  Ms.  Kivel's  counsel  with a copy  of the
disclosures  made in  response  to Item 5.02 as filed  with the  Securities  and
Exchange  Commission,  and provided Ms. Kivel with the  opportunity to furnish a
letter stating whether she agreed with the statements made in the Current Report
on Form 8-K. Ms. Kivel's  response  letter dated October 5, 2007 was attached to
the Current Report as an exhibit.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed  promoters is or have been  involved in any legal  proceeding
concerning:  (i) any  bankruptcy  petition  filed by or against any  business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding traffic violations and other minor offenses);  (iii) being subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction  permanently or  temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended May 31, 2008.


                                       58


<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal  year  ended  May 31,  2008  (the  "Named  Executive  Officer").  Certain
officers/directors  may not be included in the Summary  Compensation Table since
their respective  appointment dates occurred  simultaneous with or subsequent to
fiscal year ended May 31, 2008.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

______________________________________________________________________________________________________________________
                                                                               NON-QUALIFIED
                                                                NON-EQUITY       DEFERRED
NAME AND                                   STOCK    OPTION    INCENTIVE PLAN   COMPENSATION     ALL OTHER
PRINCIPAL                SALARY    BONUS   AWARDS   AWARDS     COMPENSATION      EARNINGS      COMPENSATION    TOTAL
POSITION       YEAR       ($)       ($)     ($)     ($) (1)        ($)              ($)            ($)          ($)
______________________________________________________________________________________________________________________
<S>          <C>         <C>          <C>     <C>   <C>            <C>             <C>           <C>          <C>

Marcus       2007/2008   $60,000     -0-     -0-    $   -0-        ---              ---          $ 86,500     $146,500
Johnson,     2006/2007    42,500     -0-     -0-     64,380        ---              ---               -0-      106,880
President,
CEO
______________________________________________________________________________________________________________________

Bruce        2007/2008       -0-     -0-     -0-    $   -0-        ---              ---          $    -0-          -0-
Horton,      2006/2007       -0-     -0-     -0-     64,380        ---              ---               -0-       64,380
CFO
______________________________________________________________________________________________________________________

<FN>

(1)  This amount represents the fair value of these stock options at the date of
     grant which was estimated using the Black-Scholes option pricing model.

</FN>
</TABLE>


                                       59

<PAGE>

<TABLE>
<CAPTION>

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MAY 31, 2008

The  following  table sets forth  information  as at May 31,  2008  relating  to
options that have been granted to the Named Executive Officer:

                                                   OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                            OPTION AWARDS                                                          STOCK AWARDS
__________________________________________________________________________________  ________________________________________________
                                                                                                                        Equity
                                                                                                                        Incentive
                                                                                                                        Plan
                                                                                                                        Awards:
                                                                                                          Equity        Market or
                                                                                                          Incentive     Payout
                                              Equity                                            Market    Plan Awards:  Value of
                                              Incentive Plan                                    Value of  Number of     Unearned
                  Number of    Number of      Awards: Number                        Number of   Shares    Unearned      Shares,
                  Securities   Securities     of Securities                         Shares or   or Units  Shares,       Units or
                  Underlying   Underlying     Underlying                            Units of    of Stock  Units or      Other
                  Unexercised  Unexercised    Unexercised     Option                Stock That  That      Other Rights  Rights That
                  Options      Options        Unearned        Exercise  Option       Have Not   Have Not  That Have     Have Not
                  Exercisable  Unexercisable  Options         Price     Expiration   Vested     Vested    Not Vested    Vested
Name                  (#)          (#)            (#)          ($)      Date           (#)       ($)       (#)           (#)
____________________________________________________________________________________________________________________________________
<S>                 <C>              <C>            <C>        <C>       <C>         <C>           <C>         <C>           <C>

Marcus Johnson,     100,000         -0-            -0-         $ 1.00    05/09/17    100,000      -0-         -0-           -0-
President/CEO
____________________________________________________________________________________________________________________________________

D. Bruce Horton,    100,000         -0-            -0-         $ 1.00    05/09/17    100,000      -0-         -0-           -0-
CFO
____________________________________________________________________________________________________________________________________

Steve Jewett,       100,000         -0-            -0-         $ 1.00    05/09/17    100,000      -0-         -0-           -0-
Director
____________________________________________________________________________________________________________________________________

Bertrand Taquet,    350,000         -0-            -0-         $ 1.00    04/27/18    350,000      -0-         -0-           -0-
Director
____________________________________________________________________________________________________________________________________

Mark Campbell,      100,000         -0-            -0-         $ 1.00    05/09/17    100,000      -0-         -0-           -0-
prior Director
____________________________________________________________________________________________________________________________________

Duncan Bain,        100,000         -0-            -0-         $ 1.00    05/09/17    100,000      -0-         -0-           -0-
prior Director
____________________________________________________________________________________________________________________________________

Stacey Kivel,       500,000         -0-             -0-        $ 1.00    05/08/17    500,000      -0-         -0-           -0-
prior Director
____________________________________________________________________________________________________________________________________

</TABLE>


                                       60


<PAGE>


The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended February 29, 2008:

<TABLE>
<CAPTION>

DIRECTOR COMPENSATION TABLE

                                                                           Change in
                                                                           Pension
                                                                           Value and
                    Fees                                  Non-Equity       Nonqualified
                    Earned or                             Incentive        Deferred         All
                    Paid in       Stock      Option       Plan             Compensation     Other
                    Cash          Awards     Awards       Compensation     Earnings         Compensation     Total
Name                  ($)         ($)        ($) (1)      ($)              ($)              ($)              ($)
_____________________________________________________________________________________________________________________
<S>                        <C>      <C>            <C>         <C>               <C>             <C>               <C>

Marcus Johnson            -0-      -0-            -0-         -0-               -0-             -0-               -0-
_____________________________________________________________________________________________________________________

D. Bruce Horton           -0-      -0-            -0-         -0-               -0-             -0-               -0-
_____________________________________________________________________________________________________________________

Stephen Jewett            -0-      -0-            -0-         -0-               -0-             -0-               -0-
_____________________________________________________________________________________________________________________

Bertrand Taquet           -0-      -0-       $388,500         -0-               -0-             -0-          $388,500
_____________________________________________________________________________________________________________________

Duncan Bain,              -0-      -0-            -0-         -0-               -0-             -0-               -0-
prior director
_____________________________________________________________________________________________________________________

Mark Campbell,      $   2,000      -0-            -0-         -0-               -0-             -0-          $  2,000
prior director
_____________________________________________________________________________________________________________________

Stacey Kivel,       $  25,000      -0-            -0-         -0-               -0-             -0-          $ 25,000
prior director
_____________________________________________________________________________________________________________________

<FN>

(1)  This amount represents the fair value of these stock options at the date of
     grant which was estimated using the Black-Scholes option pricing model.

</FN>
</TABLE>


EMPLOYMENT AND CONSULTING AGREEMENTS

We had entered  into an  executive  services  agreement  dated May 24, 2007 with
Stacey Kivel,  our prior  President and Chief  Executive  Officer,  as described
below. As of the date of this Annual Report,  we have not entered into any other
employment  or  consulting  agreements  with our  Named  Executive  Officers  or
directors.

EXECUTIVE SERVICES AGREEMENT

On May 24, 2007,  we entered into an executive  services  agreement  with Stacey
Kivel (the "Executive Services Agreement"). Pursuant to the terms and provisions
of  the  Executive  Services  Agreement:  (i)  Ms.  Kivel  agreed  to act as our
President and Chief Executive  Officer on a full-time  basis;  (ii) we agreed to
pay a gross  monthly  salary of  $25,000,  which was to be incurred on an annual
basis; (iii) Ms. Kivel was entitled to a $5,000 monthly director's fee; (iv) Ms.
Kivel was entitled to an annual  incentive  bonus as  determined by the Board of
Directors as well as certain  other  benefits as provided  therein;  and (v) Ms.
Kivel was entitled to 500,000  stock  options to acquire  500,000  shares of our
common stock at an exercise price of $1.00 per share exercisable for a period of
ten years. The Executive  Services Agreement could be terminated by either party


                                       61


<PAGE>


without  cause upon 180 days prior  written  notice or by either  party upon ten
days prior written  notice in the event of the other  party's  failure to either
cure a material breach,  willfully  non-comply with its  obligations;  engage in
fraud or serious misconduct, or bankruptcy.

During fiscal year ended May 31, 2007, we paid Ms. Kivel an aggregate of $15,185
in fees in connection with performance of her duties as one of our directors. As
of July 12, 2007, the Executive  Services Agreement was terminated and Ms. Kivel
ceased as our President/Chief Executive.

COMPENSATION OF DIRECTORS

Generally,  our  directors  do not  receive  salaries  or fees  for  serving  as
directors,  nor do they receive any compensation  for attending  meetings of the
board of directors. Directors are entitled to reimbursement of expenses incurred
in attending meetings.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 38,136,862  shares of common stock issued
and outstanding.

<TABLE>
<CAPTION>

NAME AND ADDRESS OF BENEFICIAL OWNER(1)     NUMBER OF SHARES OWNED(1)     PERCENTAGE OF CLASS(1)
________________________________________________________________________________________________
<S>                                               <C>                             <C>

DIRECTORS AND OFFICERS:

Marcus Johnson                                    6,686,500 (2)                   15.98%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

D. Bruce Horton                                     100,000 (3)                    0.002%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Steve Jewett                                        100,000 (3)                    0.002%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Bertrand Taquet                                     350,000 (3)                    0.0002%
2533 N. Caron Street, Suite 125
Carson City, Nevada 89706

All executive officers and directors              7,600,000 (4)                   17.96%
as a group (4 persons)

</TABLE>


                                       62


<PAGE>


1.   Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually  outstanding as of
     the date of this Annual Report. As of the date of this Annual Report, there
     are 38,136,862 shares issued and outstanding.

2.   This figure includes:  (i) 6,586,500 shares of restricted common stock; and
     (ii)  100,000  stock  options  which  are  exercisable  at $1.00  per share
     expiring May 9, 2017 to acquire 100,000 shares of common stock.

3.   This figure  includes  350,000 stock options which are exercisable at $1.00
     per share  expiring on April 27, 2018 to acquire  350,000  shares of common
     stock.

4.   This figure  includes  200,000 stock options which are exercisable at $1.00
     per share  expiring  on May 9,  2017 to  acquire  200,000  shares of common
     stock.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

ITEM  12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE

Other than the  Executive  Services  Agreement  and except for the  transactions
described below, none of our directors, officers or principal stockholders,  nor
any  associate or  affiliate  of the  foregoing,  have any  interest,  direct or
indirect,  in  any  transaction  or in  any  proposed  transactions,  which  has
materially affected or will materially affect us.

     o    During  fiscal year ended May 31,  2008,  we incurred an  aggregate of
          $87,000 in management fees to our officers and directors. In addition,
          stock based  compensation  in connection with stock options granted to
          related parties of $388,500 was recorded during the period.

Except for the transactions described below, none of our directors,  officers or
principal  stockholders,  nor any associate or affiliate of the foregoing,  have
any  interest,  direct  or  indirect,  in any  transaction  or in  any  proposed
transactions,  which has materially affected or will materially affect us during
fiscal year ended May 31, 2008.


                                       63


<PAGE>


ITEM 13. EXHIBITS

The following exhibits are filed as part of this Annual Report.


EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT

3.1         Articles of Incorporation(1)

3.2         Bylaws(1)

3.2.1       Amended Bylaws (2)

10.1        2007 Stock Incentive Plan of Geneva Resources, Inc. (18)

10.2        Letter Agreement with Altantic Ltd. (1)

10.3        Mineral Property Option Agreement between War Eagle Mining Company
            Inc. and Revelstoke  Industries Inc. dated October 20, 2006 (5)

10.4        Sanu Juan Property Option Agreement between Petaquilla Minerals Ltd.
            and Revelstoke  Industries Inc. dated November 16, 2006 (6)

10.5        Letter of Intent between Geneva Gold Corporation and St. Elias Mines
            Ltd. dated January 22, 2007 (7)

10.6        Vilcoro  Property  Option  Agreement  between ST. Elias Mines Ltd.
            and Geneva Gold  Corporation  dated January 22, 2007 (8)

10.6        Property  Financing and Operating Agreement  between Allied Minerals
            and Geneva Resources Inc. dated April 24, 2007 (9)

10.7        Executive Services Agreement between Geneva Resources Inc. and
            Stacey Kivel dated May 24, 2007 (10)

10.8        Cease Trade Order of British Columbia Securities Commission dated
            November 29, 2007 (15)

10.9        Letter from Petaquilla Minerals Ltd. dated April 14, 2008. (16)

10.10       Badner Letter of Engagement dated March 2, 2008. (17)

16.1        Letter from Independent Registered Public Accounting Firm from
            MacKay LLP (3)

16.2        Letter of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants
            (14)

23.1        Independent Registered Public Accounting Filing Consent from MacKay
            LLP (4)

99.1        Press Release from Geneva Resources Inc. dated June 18, 2007 (11)

99.2        Press Release from Geneva Resources Inc. dated July 18, 2007 (12)

99.3        Resignation Letter from Stacey Kivel dated October 1, 2007 (13)

99.4        Report of Special Committee of Directors dated September 29, 2007
            (13)

99.5        Response of Stacey Kivel dated October 5, 2007 (13)

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

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

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


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<PAGE>


(1)  Filed as an Exhibit to the  Company's  Registration  Statement on Form SB-1
     filed with the SEC on  February  17, 2005 and  incorporated  herein by this
     reference.

(2)  Filed as an Exhibit to the Company's  Quarterly Report on Form 10-QSB filed
     with the SEC on January 23, 2006 and incorporated herein by this reference.

(3)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on August 15, 2006 and incorporated herein by this reference.

(4)  Filed as an Exhibit to the  Company's  Annual  Report on Form 10-KSB  filed
     with  the  SEC on  September  13,  2006  and  incorporated  herein  by this
     reference.

(5)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on October 24, 2006 and incorporated herein by this reference.

(6)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on November 24, 2006 and incorporated herein by this reference.

(7)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on January 26, 2007 and incorporated herein by this reference.

(8)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on February 28, 2007 and incorporated herein by this reference.

(9)  Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on May 11, 2007 and incorporated herein by this reference.

(10) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on June 18, 2007 and incorporated herein by this reference.

(11) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on June 18, 2007 and incorporated herein by this reference.

(12) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on July 18, 2007 and incorporated herein by this reference.

(13) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on October 5, 207.

(14) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on November 27, 2007.

(15) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on December 3, 2007.

(16) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on April 14, 2008.

(17) Filed as an Exhibit to the Company's  Current Report on Form 8-K filed with
     the SEC on April 15, 2008.

(18) Filed with the SEC on September 13, 2007 as an exhibit.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2008, we incurred approximately $40,000 in fees
to our principal  independent  accountants for professional services rendered in
connection with the audit of our financial  statements for fiscal year ended May
31, 2008 and for the review of our financial  statements  for the quarters ended
August 31, 2007, November 30, 2007 and February 29, 2008.

During fiscal year ended May 31, 2007, we incurred approximately $40,274 in fees
to our principal  independent  accountant for professional  services rendered in
connection with the audit of our financial  statements for fiscal year ended May
31,  2007 and for the review of our  financial  statements  the  quarters  ended
August 31, 2006, November 30, 2006 and February 29, 2007.

During  fiscal  year  ended May 31,  2008,  we did not incur any other  fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.


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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: September 12, 2008

                                       By: /s/ MARCUS JOHNSON
                                           _____________________________________
                                               Marcus Johnson
                                               President/Chief Executive Officer



Dated: September 12, 2008

                                       By: /s/ D. BRUCE HORTON
                                           _____________________________________
                                               D. Bruce Horton
                                               Treasurer/Chief Financial Officer
















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