U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K




Mark One


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





For the fiscal year ended May 31, 2009





oTRANSITION 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

incorporationor organization)

(I.R.S. Employer

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 Section12(b) of the Act:

Name of each exchange on whichregistered: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.o




Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 403 of the Securities Act.  o Yes   þ No




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  þ Yes   o No




Indicate by check mark whether the registrant has (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 þ No o











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




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not 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-K or any amendment to this Form 10-K. þ




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filed
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
þ





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




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 the last business of the registrant’s most recently completed second fiscal quarter: November 30, 2009 - $1,541,474.




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  o  No o









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 8, 2010: 26,185,778* shares of Common Stock, $0.001




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




DOCUMENTS INCORPORATED BY REFERENCE




If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (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 o No þ







GENEVA RESOURCES INC.


FORM 10-K




INDEX




PageItem      1.
Business


5Item      1A.
Risk Factors


12Item      1B.
Unresolved Staff Comments


20Item      2.
Properties


20Item      3.
Legal Proceedings


20Item      4.
Removed and Reserved


21Item      5.
Market for Registrant's Common Equity,  Related Stockholder Matters and Issuer Purchases of Equity Securities


22Item      6.
Selected Financial Data


25Item      7.
Management's Discussion and Analysis of Financial Condition and Results of Operation


27Item      7A.
Quantitative and Qualitative Disclosure About Market RisksItem      8.
Financial Statements and Supplemental Data


34Item      9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


35Item      9A.
Controls and Procedures


35Item      9B.
Other Information


37Item      10.
Directors, Executive Officers and Corporate Governance


37Item      11.
Executive Compensation


39Item      12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


41Item      13.
Certain Relationships and Related Transactions and Director Independence


42Item      14.
Principal Accountant Fees and Services


42Item      15.
Exhibits and Financial Statement Schedules


42




4




Statements made in this Form 10-K 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-K 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. 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.  512 S.E. Salmon Street, Portland, Oregon 97214.




5




RECENT DEVELOPMENTS




June 2010 Reverse Stock Split




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




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




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




Certificate of Change




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





CURRENT BUSINESS OPERATIONS





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





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”).




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




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





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





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





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




7




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




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




The Statement of Claim alleged the following claims:  (i) in tort against Brophy alleging  non-disclosure of material facts and complete and accurate information relating to the  ownership of the Vilcoro  Property and to the  ownership of the adjacent property, including failing to disclose that Brophy and his wife had an interest in the Vilcoro Property and the adjacent property, which entitled us to rescind the  Property  Option  Agreement  and return of an aggregate of $150,000 paid to St. Elias under the Property Option Agreement, an aggregate of $486,000 paid in exploration  expenditures, and 12,500 shares of our common stock issued to St. Elias; (ii) breach of the Property Option Agreement relating to the failure by St. Elias to provide to us all data and information in its possession or under its control relating to St. Elias' exploration activities on and in the vicinity of the Vilcoro Properties; and (iii) breach of the Technical Services Agreement by failure of St. Elias to timely prepare and provide a budget or work programs or to expeditiously advance the work on the Vilcoro Properties and diversion by St. Elias of money, time and  resources.




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




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




Mutual Release.On May 5, 2010, we entered into that certain mutual release with St. Elias (the “Mutual Release”) pursuant to which we and St. Elias agreed to release one another from all causes of action, claims and demands of any nature or kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. Subsequent to the period on July 12, 2010, the 12,500 common stock shares were returned to treasury.  See “Item 3. Legal Proceedings.”




San Juan Property




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




8





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





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





During fiscal year ended May 31, 2009, we received the 100,000 common shares from Petaquilla, which were previously valued at $270,000. As of May 31, 2009, the 100,000 shares received had an estimated value of $55,000 ($0.55 per share). During fiscal year ended May 31, 2010, we sold the shares for net proceeds to us of $54,810 for a loss on disposal of $215,190.





Amelia and San Martin





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





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





PROPOSED FUTURE BUSINESS OPERATIONS





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




9





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.





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 on potential properties. If future 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:





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





·
Review all available information and studies.





·
Digitize all available factual information.





·
Completion of a NI 43-101 Compliant Report with a qualified geologist familiar with mineralization in the respective area.





·
Determine feasibility and amenability of extracting the minerals.





·
Create investor communications materials, corporate identity.





·
Raise funding for mineral development.





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.




10





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 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, 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 the 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/Chief Executive Officer and our interim Treasurer/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.




11





ITEM 1A. 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.





Risks Related to Our Business




We will need to raise additional financing to complete exploration on our future properties.




We will require significant additional financing in order to continue our exploration activities. Furthermore, if the costs of any planned future 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 required 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 we have not properties at this time. Alternatively, we may finance our business by offering an interest in any of our future 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 future 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 future properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.




Our previous properties did 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 carry out on future properties will establish reserves. We plan to conduct exploration activities on our future 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 future 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 future mineral properties can be commercially developed.




12




Our exploration activities on our future mineral properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.




Our long-term success depends on our ability to establish commercially recoverable quantities of ore on our future 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:


·
identification of potential mineralization based on superficial analysis;
  ·
availability of government-granted exploration permits;
  ·
the quality of management and geological and technical expertise; and
  ·
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 fluctuate 09-8 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 only recently acquired the primary minerals exploration prospects located in Peru and Nigeria with limited experience in early stage exploration efforts before divesture of our interests and subsequently decided not to proceed with those projects




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 $8,158,610 from inception (April 5, 2004) to May 31, 2010. As of May 31, 2010, we had an accumulated deficit of $8,158,610 and incurred losses of approximately $1,327,789 during fiscal year ended May 31, 2010. 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.




13





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, 2010 and May 31, 2009 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 7. Management’s Discussion and Analysis of Financial Condition and Results 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 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 which 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.




14




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 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 proved any 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 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.




15




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.




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.




16




Costs associated with environmental liabilities and compliance may increase with an increase in future scale and scope of operations.





We believe that our prior and future operations will 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 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 profitability.




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 our interim Treasurer/Chief Financial Officer and a director. Further, we do not have key man life insurance on this individual. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service could therefore significantly and adversely affect our operations.




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.




17




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 26,185,778 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, a certain number of shares of our common stock are available for immediate resale which could have an adverse effect on the price of our common stock.  See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”.





As of the date of this Annual Report, there are 18,670,318 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.





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.




18




Additional issuances of equity securities may result in dilution to our existing stockholders.




Our Articles of Incorporation authorize the issuance of 50,000,000 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 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.




19




ITEM 1B. UNRESOLVED STAFF COMMENTS




No report is required.




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





VILCORO GOLD PROPERTY





Statement of Claim.





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





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




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




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




Mutual Release.




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




20




REVOCATION OF 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 “Cease Trade Order”) from the British Columbia Securities Commission (the “BCSC”), which is limited to the Province of British Columbia, for not filing a technical report under Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) respecting certain previous disclosure regarding certain of our material property interests. The Cease Trade Order was originally issued as a result of the BCSC having reviewed the technical and scientific disclosure issued by us relating to our mineral exploration properties and having determined that the disclosure made by us required us to draft and file with the BCSC a National Instrument 43-101 technical report on our then Nigerian property. As a consequence of the Cease Trade Order, we engaged legal counsel in connection with this matter in order to determine the exact manner in which we would be able to satisfy the requirements of NI 43-101, as required by the parameters as set forth for foreign issuers under Canadian National Instrument 71-102 Continuous Disclosure and Other Exemptions relating to Foreign Issuers.




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




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




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




Management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. 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. Although we refute her allegations and believe termination was justified, it is possible that we may be exposed to a loss contingency,which there is no applicable evaluation of the likelihood of a favourable or unfavourable outcome of the lawsuit.





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. REMOVED AND RESERVED




21




PART II





ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND 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 BidMay 31, 2010

$
0.80


$
0.16February 28, 2010

$
2.60


$
0.16November 30, 2009

$
0.60


$
0.12August 31, 2009

$
0.24


$
0.08May 31, 2009

$
0.16


$
0.08February 29, 2009

$
1.50


$
0.30November 30, 2008

$
1.40


$
0.24August 31, 2008

$
0.35


$
0.35





As of August 31, 2010, we had 46 shareholders of record, which does not include shareholders whose shares are held in street or nominee names. We believe that there are approximately 1,000 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.





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:





Equity Plan Compensation Information





Plan Category

Number of Securities to be Issued Upon exercise of Outstanding Options, warrants and Rights

(a)


Weighted-Average Exercise Price of Outstanding Options, warrants and Rights

(b)


Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))

(c)Equity Compensation PlansApproved by Security HoldersNot applicableEquity Compensation Plans notApproved by Security HoldersStock Options


462,500


$
4.15



787,500Total Options


462,500


$
4.15



787,500





22





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 1,250,000 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 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, we may be subject to such conditions, restrictions and contingencies as may be determined.




23




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”).





During fiscal year ended May 31, 2010, there were no options granted under the 2007 Plan.





RECENT SALES OF UNREGISTERED SECURITIES





As of the date of this Annual Report and during fiscal year ended May 31, 2010, 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.





Debt Settlement




Effective on December 7, 2009, our Board of Directors authorized the settlement of debt with a certain creditor (the “Creditor”), which debt consisted of outstanding advances, loans and accrued interest and other amounts aggregating $1,776,186 (the “Debt”). The Debt was evidenced by that certain convertible promissory note dated December 4, 2009 in the principal amount of $1,776,186 issued to the Creditor evidencing the Debt (the “Convertible Promissory Note”). In accordance with the terms and provisions of the Promissory Note, in the event we were unable to repay the Debt, the Debt could be satisfied by way of conversion of the Debt into shares of our restricted common stock at the rate of $0.03 ($0.12 post-reverse Stock Split shares of common stock) per share (the “Common Stock”). Subsequently, the Creditor entered into those certain assignments dated December 4, 2009 (collectively, the “Assignments”) with those certain twelve assignees (collectively, the “Assignees”), pursuant to which the Creditor assigned a proportionate right of its title and interest in and to the Debt and the Convertible Note to the Assignees. On December 7, 2009, the Company received those certain notices of conversion dated December 7, 2009 from the respective Assignees (collectively, the “Notices of Conversion”), pursuant to which the Assignees were converting their respective right, title and interest in and to Debt and the Convertible Note into shares of Common Stock at the rate of $0.03 ($0.12 post-reverse Stock Split shares of common stock) per share.




Further effective on December 7, 2009, our Board of Directors authorized the issuance of an aggregate of 59,206,200 pre-Reverse Stock Split shares of common stock (14,801,562 post-Reverse Stock Split shares of common stock) proportionately to the Assignees in accordance with the terms and provisions of the Notices of Conversion.  The shares of common stock were issued to twelve non-United States residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Assignees each acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.




24




Private Placement Offering




Effective on December 8, 2009, our Board of Directors completed a private placement offering (the “Private Placement”) with certain non-United States residents (collectively, the “Investors”). In accordance with the terms and provisions of the Private Placement, we issued to the Investors an aggregate of 7,000,000 pre-Reverse Stock Split shares of common stock (1,750,000 post-Reverse Stock Split shares of common stock) at a per share price of $0.05 ($0.20 post-Reverse Stock Split per common stock) per share for aggregate proceeds of $350,000.




The shares of common stock under the Private Placement were sold to non-United States Investors in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The Private Placement has not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Investors each executed a subscription agreement and acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.




REVERSE STOCK SPLIT




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




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





ITEM 6. SELECTED FINANCIAL DATA





The following selected financial information is qualified by reference to, and should be read in conjunction with our financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The selected income statement data for fiscal years ended May 31, 2010 and May 31, 2009 and the selected balance sheet data as of May 31, 2010 and May 31, 2009 are derived from our audited financial statements which are included elsewhere herein.




25





Fiscal Years Ended

May31, 2010 and May 31, 2009


From Inception (April 5, 2004) to May 31, 2010STATEMENT OF OPERATIONS DATARevenues

$
-


$
-


$
46,974Direct Costs


-



-



56,481Gross Margin (loss)


-



-



(9,507
)General and Administrative ExpensesOffice and general


19,834



16,770



163,529Consulting fees


43,050



178,907



739,984Marketing expenses


-



-



894,738Management fees


-



-



1,241,406Mineral property expenditures


-



90,000



8,258,312Professional fees


199,796



276,891



1,157,410Total General and Administrative Expenses


(262,680
)


(562,568
)


(12,455,379
)Net Operating Loss


(262,680
)


(562,568
)


(12,464,886
)Other Income (Expenses)Gain on   extinguishment of accrued liability


-



30,000



30,000Loss on option deposit


(170,474
)


-



(170,474
)Net gain on settlements


-



-



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


(215,190
)


-



(215,190
)Beneficial conversion feature


(592,062
)


-



(592,062
)Interest expense


(87,383
)


(160,297
)


(336,782
)Total Other Income (Expenses)


(1,065,109
)


(130,297
)


4,306,276Net loss for the Period


(1,327,789
)


(692,865
)


(8,158,610
)Comprehensive LossChange in market value of securities


(190
)


(215,000
)


(215,190
)Loss realized on      disposal of securities


215,190



-



215,190Comprehensive Loss

$
(1,112,789
)

$
(907,865
)

$
(8,158,610
)BALANCE SHEET DATATotal Assets

$
2,141


$
222,085Total Liabilities


378,087



2,203,490Stockholders Equity (Deficit)

$
(375,946
)

$
(1,981,405
)





26





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





The summarized financial data set forth in the table above is derived from and should be read in conjunction with our audited financial statements for the period from inception (April 5, 2004) to fiscal year ended May 31, 2010, 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 generated limited revenue to date. The above table sets forth selected financial information for the periods indicated. 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.




27





RESULTS OF OPERATION





Our comprehensive loss during fiscal year ended May 31, 2010 was ($1,112,789) compared to comprehensive loss of ($907,865) for fiscal year ended May 31, 2009 (an increase in comprehensive loss of $204,924). During fiscal years ended May 31, 2010 and May 31, 2009, respectively, we did not generate any revenue.





During fiscal year ended May 31, 2010, we incurred general and administrative expenses in the aggregate amount of $262,680 compared to $562,568 incurred during fiscal year ended May 31, 2009 (a decrease of $299,888). The operating expenses incurred during fiscal year ended May 31, 2010 consisted of: (i) office and general of $19,834 (2009: $16,770); (ii) consulting fees of $43,050 (2009: $178,907); (iii) mineral property expenditures of $nil (2009: $90,000); and (iv) professional fees of $199,796 (2009: $276,891). The decrease in general and administrative expenses incurred during fiscal year ended May 31, 2010 compared to fiscal year ended May 31, 2009 resulted primarily from a decrease in management fees and consulting fees based upon the current status of the scale and scope of exploratory and acquisition programs. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.





This resulted in a net operating loss of ($262,680) during fiscal year ended May 31, 2010 compared to a net operating loss of ($562,568) during fiscal year ended May 31, 2009.





During fiscal year ended May 31, 2010, we recorded total other expense in the amount of ($1,065,109) compared to total other expense recorded during fiscal year ended May 31, 2009 in the amount of ($130,297). The other expense incurred during fiscal year ended May 31, 2010 consisted of: (i) loss on option deposit $170,474, (2009: $-0-); (ii) loss on disposal of available for sale of securities relating to the Petaquilla shares of $215,190 (2009: $-0-); (iii) interest expense of $87,383 (2009: $160,297); (iv) beneficial conversion feature $592,062 (2009: $-0-); (v) gain on extinguishment of accrued liability of $-0- (2009: $30,000).





During fiscal year ended May 31, 2010, we also recorded comprehensive loss of: (i) ($190) (2009: $215,000) relating to the change in market value of available for sale of the Petaquilla shares of common stock; and (ii) $215,190 (2009: $-0-) in loss realized on disposal of securities.





This resulted in comprehensive loss for fiscal year ended May 31, 2010 of ($1,112,789) compared to comprehensive loss for fiscal year ended May 31, 2009 of ($907,865).





The increase in comprehensive loss during fiscal year ended May 31, 2010 compared to fiscal year ended May 31, 2009 is attributable primarily to the recording of the $592,062 beneficial conversion feature, $170,474 in loss on option deposit and $215,190 in loss on disposal of available for sale securities during fiscal year ended May 31, 2010. This resulted from the return by Petaquilla of the 100,000 shares of common stock with a previous estimated fair value of $270,000. As of May 31, 2009, the 100,000 shares received had an estimated fair value of $55,000. During fiscal year ended May 31, 2010, we sold the shares for net proceeds of $54,810 for a loss on disposal of $215,190.





The weighted average number of shares outstanding was 17,529,344 at May 31, 2010 compared to 9,607,092 at May 31, 2009.




28





LIQUIDITY AND CAPITAL RESOURCES





Fiscal Year Ended May 31, 2010





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





As at May 31, 2010, our current assets were $2,141 and our current liabilities were $378,087, resulting in a working capital deficit of ($375,946). As at May 31, 2010, our total assets were $2,141 compared to total assets of $222,085 as at May 31, 2009. Total assets as at May 31, 2010 consisted of $2,141 in cash. As at May 31, 2010, our current liabilities were $378,087 compared to current liabilities of $2,203,490 as at May 31, 2009. Our current liabilities consisted of $378,087 in accounts payable and accrued liabilities. The substantial decrease in current liabilities was primarily due to the decrease in shareholder’s loan and accrued interest resulting from the settlement of certain outstanding advances and accrued interest





Stockholders’ deficit decreased from ($1,981,405) as at May 31, 2009 to ($375,946) as at May 31, 2010.




We have not generated positive cash flows from operating activities. For fiscal year ended May 31, 2010, net cash flow used in operating activities was ($105,648) compared to net cash flow used in operating activities of ($547,281) for fiscal year ended May 31, 2009. Net cash flow used in operating activities during fiscal year ended May 31, 2010 consisted primarily of a net loss of ($1,327,789) adjusted by $165,010 in non-cash mineral property expenditures, $215,190 in non-cash disposal of available for sale securities and $592,062 in non-cash interest related to beneficial conversion feature. Net cash flow used in operating activities was further changed by $87,383 in accrued interest on shareholder’s loan and $162,496 in accounts payable and accrued liabilities.





During fiscal year ended May 31, 2010, net cash flow provided from investing activities was $54,810 from proceeds on disposal of available for sale securities compared to $-0- during fiscal year ended May 31, 2009.





During fiscal year ended May 31, 2010, net cash flow provided from financing activities was $50,904 compared to net cash flow provided from financing activities of $540,000 for fiscal year ended May 31, 2009. Net cash flow provided from financing activities during fiscal year ended May 31, 2010 pertained primarily to $350,000 received as proceeds on sale and subscriptions of common stock and $25,904 in proceeds from shareholder advances offset by ($325,000) in repayment of shareholder advances.




29





PLAN OF OPERATION AND FUNDING





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





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





During fiscal year ended May 31, 2010, we received $350,000 towards a private placement of shares of common stock offered at $0.20 per share. The private placement offering is under Regulation S of the Securities Act.




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 2010/2009.




Shareholder Loan





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




30





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




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.





GOING CONCERN





The independent auditors' report accompanying our May 31, 2010 and May 31, 2009 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.




31




RECENT ACCOUNTING PRONOUNCEMENTS




In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.





In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.





In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended May 31, 2010. The adoption of this guidance did not have a material impact on our financial statements.





In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”.  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed if not a stock dividend for purposes of applying Topics 505 and 260. This standard is effective for interim and annual periods ending on or after December 15, 2009, and is to be applied on a retrospective basis.  The adoption of the provisions of ASU 2010-01 during the period did not have a material effect on the financial position, results of operations or cash flows of the Company.





InJanuary 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the adoption of the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.




32





In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.





In June 2009, the FASB issued FASB ASC 105-10, “Generally Accepted Accounting Principles replaces SFAS No. 162, which establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. The issuance of FASB ASC 105-10 and the Codification does not change GAAP. FASB ASC 105-10 becomes effective for interim and annual periods ending after September 15, 2009.  The adoption of the provisions of FASB ASC 105-10 during the period did not have a material effect on the financial position, results of operations or cash flows of the Company.





In June 2009, the FASB issued FASB ASC 810-10,“Consolidation”, which included the following: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. FASB ASC 810-10 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt FASB ASC 810-10 in fiscal 2011. The Company does not expect that the adoption of FASB ASC 810-10 will have a material impact on the financial position, results of operations or cash flows of the Company.




33




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA




GENEVA RESOURCES, INC.
 (An Exploration Stage Company)
 
 FINANCIAL STATEMENTS
 
 May 31, 2010




Report of Independent Registered Public Accounting Firm Dated September 1, 2010.

F-1Balance Sheets as at May 31, 2010 and May 31, 2009.


F-2Statements of Operations For Fiscal Years Ended May 31, 2010 and May 31, 2009 and for the Period From Inception (April 5, 2004) to May 31, 2010.


F-3Statement of Stockholders’ Equity (Deficit) for the Period From Inception (April 5, 2004) to May 31, 2010.


F-4Statements of Cash Flows for the Fiscal Years Ended May 31, 2010 and May 31, 2009 and for the Period From Inception (April 5, 2004) to May 31, 2010.


F-6Notes to Financial Statements.


F-7  F-18







34
  Report of Independent Registered Public Accounting Firm
  
 To The Board of Directors and Stockholders
 Geneva Resources Inc.
 Carson City, Nevada
 
 We have audited the accompanying balance sheets of Geneva Resources Inc. (An Exploration Stage Company) as of May 31, 2010 and 2009, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and from inception (April 5, 2004) to May 31, 2010. 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of Geneva Resources Inc. (An Exploration Stage Company) as of May 31, 2010 and 2009, and the results of their operations and cash flows for the years then ended and from inception (April 5, 2004) to May 31, 2010 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, Nevada
 September 1, 2010
 2580 Anthem Village Drive, Henderson, NV  89052
 Telephone (702) 563-1600  ●  Facsimile (702) 920-8049
 F-1
 
 GENEVA RESOURCES, INC.
 (An Exploration Stage Company)
 
 BALANCE SHEETS
  May 31,

2010


May 31,

2009(Audited)


(Audited)ASSETSCURRENT ASSETSCash

$
2,141


$
2,075Available for sale securities (Note 3 (b))


-



55,000TOTAL CURRENT ASSETS


2,141



57,075Deposit on property


-



165,010TOTAL ASSETS

$
2,141


$
222,085LIABILITIES AND STOCKHOLDERS’ DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities

$
378,087


$
215,591Shareholder’s loan and accrued interest (Note 6)


-



1,987,899TOTAL CURRENT LIABILITIES


378,087



2,203,490TOTAL LIABILITIES


378,087



2,203,490GOING CONCERN CONTINGENCY AND COMMITMENTS(Notes 1 and 8 )STOCKHOLDERS’ DEFICITCapital stock (Note 4)Authorized50,000,000 shares of common stock, $0.001 par value,Issued and outstanding26,185,778 shares of common stock (May 31, 2009 –9,634,216)


26,186



9,634Additional paid-in capital


7,756,478



5,054,782Accumulated other comprehensive loss


-



(215,000
)Deficit accumulated during the exploration stage


(8,158,610
)


(6,830,821
)TOTAL  STOCKHOLDERS’ DEFICIT


(375,946
)


(1,981,405
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
2,141


$
222,085
 
   F-2
 
 GENEVA RESOURCES, INC.
 (An Exploration Stage Company)
 STATEMENTS OF OPERATIONS
 
 Year ended

May 31,

2010


Year ended

May 31,

2009


Inception

(April 5, 2004)

May 31,

2010REVENUE

$



$



$-



-



46,974DIRECT COSTS


-



-



56,481GROSS MARGIN (LOSS)


-



-



(9,507
)GENERAL AND ADMINISTRATIVE EXPENSESOffice and general


19,834



16,770



163,529Consulting fees


43,050



178,907



739,984Marketing expenses


-



-



894,738Management fees


-



-



1,241,406Mineral property expenditures (Note 3)


-



90,000



8,258,312Professional fees


199,796



276,891



1,157,410TOTAL GENERAL & ADMINISTRATION EXPENSES


(262,680
)


(562,568
)


(12,455,379
)NET OPERATING LOSS


(262,680
)


(562,568
)


(12,464,886
)OTHER INCOME (EXPENSES)Gain on extinguishment of accrued liability


-



30,000



30,000Loss on option deposit


(170,474
)


-



(170,474
)Net gain on settlements


-



-



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


(215,190
)


-



(215,190
)Beneficial conversion feature


(592,062
)


-



(592,062
)Interest expense


(87,383
)


(160,297
)


(336,782
)TOTAL OTHER INCOME (EXPENSE)


(1,065,109
)


(130,297
)


4,306,276NET LOSS


(1,327,789
)


(692,865
)


(8,158,610
)COMPREHENSIVE LOSSChange in market value of securities


(190
)


(215,000
)


(215,190
)Loss realized on disposal of securities


215,190



-



215,190COMPREHENSIVE LOSS

$
(1,112,789
)

$
(907,865
)

$
(8,158,610
)LOSS PER COMMON SHARE - BASIC

$
(0.08)


$
(0.07)COMPREHENSIVE LOSS PER COMMON SHARE - BASIC

$
(0.06)


$
( 0.09)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC


17,529,344



9,607,092
  The accompanying notes are an integral part of these financial statements
  F-3
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR THE PERIOD FROM INCPETION (APRIL 5, 2004)  TO MAY 31, 2010
 
 Common Stock





Private


Accumulated

Other


Deficit Accumulated During theNumber of shares


Amount


Additional

Paid-in Capital


Placement Subscriptions


Comprehensive

loss


Development

Stage


TotalShares issued for cash – at $0.0016 per share, April 5, 2004


5,775,000


$
5,775


$
3,392


$
-


$
-


$
-


$
9,167Net loss for the period


-



-



-



-



-



(5,427
)


(5,427
)Balance, May 31, 2004


5,775,000



5,775



3,392



-



-



(5,427
)


3,740Shares issued for cash –

at $0.00952 per share, November 30, 2004


6,825,000



6,825



58,175



-



-



-



65,000Net loss for the period


-



-



-



-



-



(66,246
)


(66,246
)Balance, May 31, 2005


12,600,000



12,600



61,567



-



-



(71,673
)


2,494Shares issued for cash –

at $0.0238 per share, December 8, 2005


4,200,000



4,200



95,800



-



-



-



100,000Net loss for the period


-



-



-



-



-



(65,081
)


(65,081
)Balance, May 31, 2006


16,800,000



16,800



157,367



-



-



(136,754
)


37,413Shares returned to treasury – September 27, 2006


(7,500,000
)


(7,500
)


7,500



-



-



-



-Shares issued for Property Option Agreement –

December 1, 2006 (Note 3 & 4)


1,000,000



1,000



7,399,000



-



-



-



7,400,000Stock based compensation (Note 5)


-



-



965,671



-



-



-



965,671Net loss for the period


-



-



-



-



-



(9,887,736
)


(9,887,736
)Balance, May 31, 2007


10,300,000



10,300



8,529,538



-



-



(10,024,490
)


(1,484,652
)Shares issued for Property Option Agreements –

October 15, 2007 and January 31, 2008 (Note 3 & 4)


15,000



15



79,985



-



-



-



80,000Subscription proceeds received (Note 4)


-



-



-



400,000



-



-



400,000Shares returned pursuant to Petaquilla settlement -    March 14, 2008 (Note 3 & 4)


(1,000,000
)


(1,000
)


(5,439,000
)


-



-



-



(5,440,000
)Shares issued for debt settlement –

at $4.00 per share, May 29, 2008  (Note 4)


219,216



219



1,095,859



-



-



-



1,096,078Stock based compensation (Note 5)


-



-



388,500



-



-



-



388,500Net income for the period


-



-



-



-



-



3,886,534



3,886,534Balance, May 31, 2008


9,534,216


$
9,534


$
4,654,882


$
400,000


$
-


$
(6,137,956
)

$
(1,073,540
)
 
 The accompanying notes are an integral part of these financial statements
 F-4
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR THE PERIOD FROM INCPETION (APRIL 5, 2004)  TO MAY 31, 2010
  Common Stock





Private


Accumulated

Other


Deficit AccumulatedNumber of shares


Amount


Additional

Paid-in Capital


Placement Subscriptions


Comprehensive

loss


During the

Development Stage


TotalBalance, May 31, 2008 – balance forward


9,534,216


$
9,534


$
4,654,882


$
400,000


$
-


$
(6,137,956
)

$
(1,073,540
)Shares issued for cash at $4.00 per share

- September 9, 2008


100,000



100



399,900



(400,000
)


-



-



-Unrealized loss on marketable securities


-



-



-



-



(215,000
)


-



(215,000
)Net loss


-



-



-



-



-



(692,865
)


(692,865
)Balance, May 31, 2009 (audited)


9,634,216



9,634



5,054,782



-



(215,000
)


(6,830,821
)


(1,981,405
)Shares issued for debt settlement at $0.16 per share

- December 7, 2010 (Note 4)


14,801,562



14,802



1,761,384



-



-



-



1,776,186Beneficial conversion feature (Note 6)


-



-



592,062



-



-



-



592,062Shares issued for cash at $0.20 per share

- December 8, 2010


1,750,000



1,750



348,250



-



-



-



350,000Unrealized loss on marketable securities


-



-



-



-



(190
)


-



(190
)Loss on disposal of marketable securities


-



-



-



-



215,190



-



215,190Net loss


-



-



-



-



-



(1,327,789
)


(1,327,789
)Balance, May 31, 2010 (audited)


26,185,778


$
26,186


$
7,756,478


$
-


$
-


$
(8,158,610
)

$
(375,946
)
 
 The accompanying notes are an integral part of these financial statements
  
 F-5
 
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 
 STATEMENTS OF CASH FLOWS
 
 Year ended

May 31,

2010


Year ended

May 31,

2009


Inception

(April 5, 2004) to

May 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(1,327,789
)

$
(692,865
)

$
(8,158,610
)Adjustments to reconcile net loss to net cash used in operating activities:Non-cash mineral property expenditures


165,010



-



7,580,010Non-cash net gain on settlement


-



-



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


215,190



-



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


-



(30,000
)


(30,000
)Stock-based compensation


-



-



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


592,062



-



592,062Changes in operating assets and liabilities:Increase in deposits


-



-



(100,010
)Accrued interest on shareholder’s loan


87,383



160,297



336,782Due to related parties


-



-



116,500Accounts payable and accrued liabilities


162,496



15,287



1,168,449NET CASH USED IN OPERATING ACTIVITIES


(105,648
)


(547,281
)


(2,416,240
)CASH FLOWS FROM INVESTING ACTIVITIESProceeds on disposal of available for sale securities


54,810



-



54,810NET CASH PROVIDED BY INVESTING ACTIVITIES


54,810



-



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


350,000



-



924,167Proceeds from shareholder advances


25,904



540,000



1,764,404Repayment of shareholder advances


(325,000
)


-



(325,000
)NET CASH PROVIDED BY FINANCING ACTIVITIES


50,904



540,000



2,363,571NET INCREASE (DECREASE) IN CASH


66



(7,281
)


2,141CASH, BEGINNING


2,075



9,356



-CASH, ENDING

$
2,141


$
2,075


$
2,141
  SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES
 
 Cash paid during the period for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-Shares issued for settlement of liability

$
1,776,186


$
-


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

$
-


$
-


$
65,000
  The accompanying notes are an integral part of these financial statements
  F-6
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
 
 NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
 The Company was incorporated in the State of Nevada on April 5, 2004.  The Company was initially formed to engage in the business of reclaiming and stabilizing land in preparation for construction in the United States of America. On November 27, 2006, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Revelstoke Industries, Inc.) would merge with its wholly-owned subsidiary, Geneva Gold Corp. This merger became effective as of December 1, 2006 and the Company changed its name to Geneva Gold Corp. On March 1, 2007, the Company (Geneva Gold Corp.) merged with its wholly-owned subsidiary, Geneva Resources, Inc., pursuant to Articles of Merger that the Company filed with the Nevada Secretary of State. This merger became effective March 1, 2007 and the Company changed its name to Geneva Resources, Inc.  The Company is an exploration stage enterprise, as defined in FASB ASC 915 “Development Stage Entities”.
 
 During 2007, the Company entered the business of exploration of precious metals with a focus on the exploration and development of gold deposits in North America and Internationally. During this period the Company entered into Option Agreements to obtain mineral leases in Canada, Panama, Peru and Nigeria.
 
 The Company has a fiscal year of May 31. On May 5, 2006, the Company completed a forward stock split by the issuance of 42 new shares for each 1 outstanding share of the Company’s common stock. On October 13, 2006, the Company completed a forward stock split by the issuance of 4 new shares for each 1 outstanding share of the Company’s stock. On June 18, 2010, the Company completed a reverse stock split by the issuance of 1 new share for each 4 outstanding shares of the Company’s stock.
 
 Going concern
 To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $8,158,610.  As at May 31, 2010, the Company has a working capital deficit of $375,946.  The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses.  The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The Company intends to continue to fund its mineral exploration business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 
 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 FASB ASC 930-805, “Extractive Activities-Mining”, when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.  In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.
  F-7
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
 
 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 FASB ASC 410-20 “Asset Retirement and Environmental 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, 2010, any potential costs relating to the ultimate disposition of the Company's mineral property interests are not yet determinable.
 
 Income Taxes
 The Company follows the liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  As at May 31, 2010, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB ASC 740-10, “Income Taxes,” which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
 
 Cash and cash equivalents
 Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
  F-8
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  Available For Sale Securities
 The Company’s holdings in marketable securities classified as available-for-sale are carried at fair value. The carrying value of marketable securities is reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are included in the Company’s statements of operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss).
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Available For Sale Securities (continued)
 The following disclosures are required by FASB ASC 820-10, “Fair Value Measurements and Disclosures” in connection with assets and liabilities whose carrying amounts are subject to fair value measures:
 
 Fair Value Measurements at May 31, 2010May 31,

2010


Quoted Prices in Active Market

(Level 1)


Significant Other Observable Inputs

(Level 2)


Significant Other Unobservable Inputs

(Level 3)


May 31, 2009Available for sale securities

$
-


$
-


$
-


$
-


$
55,000Total

$
-


$
-


$
-


$
-


$
55,000
 
 In connection with the Company’s available for sale securities, as of May 31, 2009, no realized or unrealized gains and losses had been recorded in operations and all unrealized gains and losses have been recorded as components of accumulated other comprehensive income (loss).  During the year ended May 31, 2010 the Company sold all of the shares previously classified as available for sale for net proceeds to the Company of $54,810 and realized a loss of $215,190.
 
 Net Income (Loss) per Share
 The Company computes income (loss) per share in accordance with FASB ASC 260-10, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
 
 Foreign Currency Translation
 The financial statements are presented in United States dollars. In accordance with FASB ASC 830-10, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of exchange during the period.  Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.  To May 31, 2010, the Company has not recorded any translation adjustments into stockholders’ equity.
 
 Stock-based Compensation
 On June 1, 2006, the Company adopted FASB ASC 718-10, “Compensation- Stock Compensation”, under this method, compensation cost recognized for the year ended May 31, 2007 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 FASB ASC 718-10.  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of FASB ASC 718-10. The results for the prior periods were not restated.
  F-9
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50 and the conclusions reached by the FASB ASC 505-50.  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
  NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Fair Value of Financial Instruments
 In accordance with the requirements of FASB ASC 480-10, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
 
 Recently Issued Accounting Pronouncements
 In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.
 
 In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.
 
 In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended May 31, 2010. The adoption of this guidance did not have a material impact on our financial statements.
 
 In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”.  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed if not a stock dividend for purposes of applying Topics 505 and 260. This standard is effective for interim and annual periods ending on or after December 15, 2009, and is to be applied on a retrospective basis.  The adoption of the provisions of ASU 2010-01 during the period did not have a material effect on the financial position, results of operations or cash flows of the Company.
 
 InJanuary 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the adoption of the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
  F-10
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Recently Issued Accounting Pronouncements (continued)
 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
 
 In June 2009, the FASB issued FASB ASC 105-10, “Generally Accepted Accounting Principles replaces SFAS No. 162, which establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. The issuance of FASB ASC 105-10 and the Codification does not change GAAP. FASB ASC 105-10 becomes effective for interim and annual periods ending after September 15, 2009.  The adoption of the provisions of FASB ASC 105-10 during the period did not have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In June 2009, the FASB issued FASB ASC 810-10,“Consolidation”, which included the following: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. FASB ASC 810-10 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first
 annual reporting period. The Company will adopt FASB ASC 810-10 in fiscal 2011. The Company does not expect that the adoption of FASB ASC 810-10 will have a material impact on the financial position, results of operations or cash flows of the Company.
 
 NOTE 3 –MINERAL EXPLORATION PROPERTIES
 
 (a) Vilcoro Gold Property
 On February 23, 2007, the Company entered into a Property Option Agreement with St. Elias Mines Ltd., (“St. Elias”) a publicly traded company on the TSX-V exchange, to acquire not less than an undivided 66% legal, beneficial and registerable interest in certain mining leases in Peru comprised of approximately 600 hectares in Peru.
 
 On December 1, 2007, the Company entered into an extension agreement with St. Elias (the “December Extension Agreement”). The December Extension Agreement (i) acknowledges that in accordance with the terms and provisions of the Property Option Agreement, the Company must incur and pay exploration expenditures of not less than $500,000 prior to January 17, 2008, and (ii) provides an extension until March 31, 2008 to incur and pay such Exploration Expenditures. On June 4, 2008, an indefinite extension was granted by St. Elias to pay such Exploration Expenditures, based on the Operator’s work on schedule.
  F-11
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  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 12,500 shares of the Company’s common stock are due on or before the twelve-month anniversary of the signing of the Property Option Agreement (paid).
 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.
  NOTE 3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 (a) Vilcoro Gold Property (continued)
 The Company is also required to incur costs totaling $2,500,000 as follows:
 
 1.
expenditures of $500,000 are to be incurred on or before the twelve month anniversary (subsequently indefinitely extended as described above) of the signing of the Property Option Agreement. ($551,000 was incurred from the inception of the agreement through May 31, 2009)
 2.
expenditures of $750,000 are to be incurred on or before the twenty-fourth-month anniversary of the signing of the Property Option Agreement; and
 3.
expenditures of $1,250,000 are to be incurred on or before the thirty-sixth-month anniversary of the signing of the Property Option Agreement.
 
 Also under the terms of the Property Option Agreement, St. Elias will be the operator of the properties and will receive an 8% operator fee on all exploration expenditures.  Once the Company exercises the Option, the Company agrees to pay 100% of all ongoing exploration, development and production costs until commercial production and the Company has the right to receive 100% of any cash flow from commercial production of the properties until it has recouped its production costs, after which the cash flow will be allocated 66% to the Company and 34% to St. Elias.
 
 On November 10, 2008, the Company commenced legal proceedings in the Supreme Court of British Columbia, Canada against each of St. Elias and John Brophy P. Geol.  The Company is seeking rescission of the property option agreement and the return of all funds and shares advanced by the Company to St. Elias.  The Company alleges that St. Elias failed to properly discharge its duty as an operator of the Vilcoro Property and also alleges that each of St. Elias and John Brophy failed to provide the Company complete and accurate information relating to the ownership of the Vilcoro Property and to the ownership of the adjacent property, including failing to disclose that John Brophy and his wife had an interest in the Vilcoro Property and the adjacent property.  The Company also has alleged that St. Elias used some of the exploration funds provided by the Company to fund the exploration of the adjoining property.
 
 A statement of Defense was filed by St. Elias and John Brophy on December 23, 2008, denying the majority of the allegations made by Geneva Resources. In addition St. Elias and John Brophy also filed a counter claim against Geneva for abuse of process and punitive damages.
 
 On May 5, 2010, the Company entered into a mutual release with St. Elias pursuant to which St. Elias and the Company agreed to release one another from all causes of action, claims and demands of any nature of kind whatsoever arising out of or in any way related to any of the subject matter of the Statement of Claim. As part of the mutual release St. Elias agreed to return the 12,500 shares of common stock previously issued to the Company.  The shares of the Company’s common stock were returned to treasury and cancelled on July 21, 2010.  Accordingly, during the year the related acquisition costs totaling $165,010 were written off to loss on option deposit. Subsequent to the period on July 12, 2010 the 12,500 shares were returned to treasury.
  F-12
 
 During fiscal 2009, the Company recorded a mineral property recovery of $50,000 in connection with the return of funds originally paid into trust to fund exploration activities.
 
 (b) San Juan Property
 On November 16, 2006, the Company entered into a Property Option Agreement with Petaquilla Minerals Ltd ("Petaquilla").  Petaquilla therein granted the Company the sole and exclusive option to acquire up to a 70% undivided interest in and to five exploration concessions situated in the Republic of Panama owned and controlled by Petaquilla's wholly-owned subsidiary.
 
 During 2007, certain disputes arose between the Company and Petaquilla which were resolved during 2008 by way of a settlement agreement (the “Settlement”), mutual release and the ultimate termination of the original option agreement.  Pursuant to the terms of the Settlement: (i) Petaquilla shall issue 100,000 shares of its common  stock to the Company, subject to pooling and release in four equal monthly tranches commencing no later than December 31, 2008 and certain other conditions, (ii) the 1,000,000 shares of the restricted common stock previously issued by the Company to Petaquilla shall be returned to the
 
 
 NOTE 3 –MINERAL EXPLORATION PROPERTIES (continued)
 
 (b) San Juan Property (continued)
 Company; and (iii) the $100,000 previously paid by the Company in order to exercise the initial portion of the Option shall be returned to the Company.
 
 As of May 31, 2008, the Company had received $100,000 and the return of the 1,000,000 restricted shares of the Company's common stock with an estimated fair value of $5,440,000. In addition, the Company recorded the 100,000 common shares of Petaquilla, with an estimated fair value of $270,000, as accounts receivable as of May 31, 2008.  The total proceeds of $5,810,000 was included in amounts recorded as gain on settlements during 2008.
 
 During fiscal 2009, the Company received the 100,000 common shares receivable from Petaquilla, previously valued at $270,000.  As of May 31, 2009, the 100,000 shares received had an estimated fair value of $55,000 ($0.55 per share).  During 2010 the Company sold the shares for net proceeds to the Company of $54,810 for a loss on disposal of $215,190.
 
 (c) Amelia and San Martin Concessions
 On November 20, 2009, the Company entered into a letter Agreement with Glenn Patrick Schmitz (“Optionor”) in connection with the proposed acquisition of an 80% interest in 39 mineral concessions located near Domyeko in Chile. The parties agreed to complete their due diligence and the execution of a Formal Agreement within 60 days of the execution of the letter Agreement. The material terms and conditions set out in the term sheet as follows, all terms and conditions are based on a successful due diligence process:
 
 1.
The Company will pay the Optionor $5,000 upon the parties execution of the Letter Agreement. Funds were paid on November 23, 2009.
 2.
The Company will transfer and deliver 500,000 restricted common shares in the capital stock of the Company to the Optionor as follows: 125,000 shares as the initial tranche within thirty days of the Formal Agreement date; 250,000 shares upon the expiry of the first twelve month period after the Formal Agreement date; and 125,000 shares upon the expiry of the second twelve month period after the Formal Agreement date
 3.
The Company will pay the Optionor further amounts as follows: $300,000 prior to the first anniversary of the Formal Agreement date; an amount to be solely and exclusively determined by the Company in its judgment, based on the First Year Term drilling and explorations results, will be paid as Exploration Expenditures by the Company prior to the Second Anniversary; and an amount to be solely and exclusively determined by the Company in its judgment, based on the Second Year Term drilling and explorations results, will be paid as Exploration Expenditures by the Company prior to the Third Anniversary.
  Based on the results of the due diligence, the Company has decided not to proceed with this proposed acquisition and has made a request for a refund of the $5,000 deposit.  As of May 31, 2010, the $5,000 was written off to loss on option deposit based on uncertainty as to collection.
  F-13
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  NOTE 4 – STOCKHOLDERS’ DEFICIT
 
 The Company’s capitalization is 50,000,000 common shares with a par value of $0.001 per share. On January 12, 2007, shareholders consented to increase the authorized share capital of the Company from 50,000,000 shares of common stock to 200,000,000 shares of common stock with the same par value of $0.001 per share.
 
 On May 1, 2006, a majority of shareholders and the directors of the Company approved a special resolution to undertake a forward stock split of the common stock of the Company on a 42 new shares for 1 old share basis.  On October 13, 2006, a majority of the Board of Directors approved by way of a stock dividend to undertake a forward stock split of the common stock of the Company on a 4 new shares for 1 old share basis.  On February 1, 2010, a majority of the Board of Directors approved by way of a stock dividend to undertake a reverse stock split of the common stock of the Company on a 1 new shares for 4 old share basis which was effected on June 18, 2010, decreasing the then outstanding shares from 104,743,062 to 26,185,778.
  NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
 
 All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding prior to the 42:1 forward split and the 4:1 forward split and the 1:4 to reverse split have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.
 
 On September 27, 2006, four founding shareholders returned 7,500,000 of their restricted founders’ shares, previously issued at prices ranging from $0.0016 - $0.009 per share, to treasury and the shares were subsequently cancelled by the Company.  The shares were returned to treasury for no consideration to the founding shareholders.
 
 On December 1, 2006, the Company issued 1,000,000 common shares valued at $7,400,000 in connection with the San Juan Property Option Agreement
 
 In August 2007, the Company received $400,000 towards a planned private placement of Units to be offered at $4.00 per unit with each unit consisting of one common share and one warrant to acquire an additional common share, exercisable at $6.00 for twelve months.  On February 29, 2008, the Company changed the terms of the planned private placement of Units now to be offered at $1.00 per unit with each unit consisting of one common share only. The 100,000 shares were issued on September 9, 2008.
 
 On October 15, 2007, the Company issued 2,500 common shares with a fair value of $15,000 as a finder’s fee payment in connection with the Vilcoro Gold Property Option Agreement.
 
 On January 31, 2008, the Company issued 12,500 common shares to St. Elias Mines Ltd. with a fair value of $65,000 in connection with the Vilcoro Gold Property Option Agreement (Refer Note 3a).
 
 On March 14, 2008, the Company returned to treasury the 1,000,000 common shares with a fair value of $5,440,000 in connection with the settlement with Petaquilla (Refer to Note 3b).
 
 On May 29, 2008, the Company issued 21,625 common shares at $5.00 per share totaling $108,125, in settlement of $86,500 in debt owed by the Company to the president of the Company, resulting in a $21,625 loss on the debt settlement.
  F-14
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
 On May 29, 2008, the Company issued 197,590 common shares at $5.00 per share totaling $987,953, in settlement of $790,362 in debt owed by the Company to a supplier of the Company, resulting in a $197,591 loss on the debt settlement.
 
 On September 9, 2008, the Company issued 100,000 common shares at $4.00 per share for proceeds of $400,000 which were received during the year ended May 31, 2008.
 
 In September and October 2009, the Company received $350,000 towards a planned private placement of Units to be offered at $0.20 per unit with each unit consisting of one common share and one warrant to acquire an additional common share, exercisable at $1.00 for twelve months.  On December 8, 2009, the Company issued 1,750,000 common shares at $0.20 per share in connection with these previously received share subscriptions.
 
 Effective December 7, 2009, the Board of Directors of the Company authorized the issuance of an aggregate of 14,801,562 shares of the Company’s Common Stock in settlement of a total of $1,776,186 at $0.16 per share. In connection with the conversion of the promissory note, we recognized a beneficial conversion feature of $592,062 which was charged to Additional Paid in Capital. (refer to Note 6).
 
 On February 1, 2010, a majority of the Board of Directors approved by way of a stock dividend to undertake a reverse stock split of the common stock of the Company on a 1 new shares for 4 old share basis, effectuated on June 18, 2010, decreasing outstanding shares from 104,743,062 to 26,185,778.
 
 F-15
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
  NOTE 5 – STOCK OPTION PLAN
 
 On May 9, 2007, the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan for the Company in the amount of 1,250,000 shares with an exercisable period up to 10 years. In the event an optionee ceases to be employed by or to provide services to the Company for reasons other than cause, any Stock Option that is vested and held by such optionee may be exercisable within up to ninety calendar days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine. On May 9, 2007, the Board of Directors of the Company ratified and approved under the Company’s existing Stock Option Plan the issuance of 375,000 shares for ten years at $4.00 per share.
 
 On May 9, 2007, the Company granted 375,000 stock options to officers, directors and consultants of the Company at $4.00 per share.  The term of these options are ten years.  The total fair value of these options at the date of grant was $965,671, and was estimated using the Black-Scholes option pricing model with an expected life of 10 years, a risk free interest rate of 4.49%, a dividend yield of 0% and expected volatility of 164% and was recorded as a stock based compensation expense in the year ended May 31, 2007.
 
 On April 28, 2008, the Company granted 87,500 stock options to a director of the Company at $4.80 per share.  The term of these options are ten years.  The total fair value of these options at the date of grant was $388,500 and was estimated using the Black-Scholes option pricing model with an expected life of 10 years, a risk free interest rate of 3.86%, a dividend yield of 0% and expected volatility of 126% and has been recorded as a stock based compensation expense in the year ended May 31, 2008.
 
 A summary of the Company’s stock options as of May 31, 2010, and changes during the year then ended is presented below:
 
 Number of Options


Weighted average exercise

Price per share


Weighted average remaining

Contractual life (in years)Outstanding at May 31, 2008


462,500


$
4.15



9.12Granted during the year


-



-



-Exercised during the year


-



-



-Outstanding at May 31, 2009


462,500



4.15



8.12Granted during the period


-



-



-Exercised during the period


-



-



-Outstanding at May 31, 2010


462,500


$
4.15



7.12
  NOTE 6 – SHAREHOLDER’S LOAN
 
 On November 14, 2006, a significant shareholder of the Company advanced $100,000 on behalf of the Company regarding a previous property option agreement.  Additional advances of $303,500, $795,000 and $540,000 were received during the years ended May 31, 2007, 2008 and 2009, respectively under the same terms and conditions.  During the current period to December 1, 2009, an additional $25,902 was advanced by the same shareholder and $325,000 of accrued interest was repaid leaving an amount owing as of December 1, 2009 of $1,776,186 (May 31, 2009 - $1,987,899).  These amounts are unsecured, bear interest at 10% per annum, and have no set terms of repayment.
 
 Effective December 7, 2009, the Board of Directors of the Company authorized the settlement of the remaining outstanding advances and accrued interest aggregating to $1,776,186.  This Debt was evidenced by a demand convertible promissory note dated December 1, 2009 in the principal of $1,776,186 issued to the above shareholder.  In accordance with the terms and provisions of the Promissory Note, in the event the Company is unable to repay the debt, the debt could be satisfied by way of conversion of the debt into shares of the Company’s restricted common stock at $0.16 per share. Subsequently the shareholder assigned a proportionate right of its title and interest in and to the debt and the convertible promissory note to certain Assignees.  On December 7, 2009, the Company received notices of conversion from the respective Assignees, pursuant to which the Board
 F-16
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
 
 NOTE 6 – SHAREHOLDER’S LOAN (continued)
 
 of Directors of the Company authorized the issuance of an aggregate of 14,801,562 shares of the Company’s Common Stock proportionately to the Assignees in settlement of the $1,776,186 at the rate of $0.16 per share. In connection with the Convertible Promissory Note, the Company recognized a beneficial conversion feature of $592,062 which was charged to Additional Paid in Capital.
 NOTE 7 – INCOME TAXES
 
 The Company has adopted the FASB ASC 740-10 for reporting purposes. As of May 31, 2010 and May 31, 2009, the Company had net operating loss carry forwards of approximately $6,210,000 and $5,480,000 respectively that may be available to reduce future years’ taxable income through 2029. 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:
  2010


2009Federal 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:
 
 2010


2009Federal net operating loss

$
(1,327,789
)

$
(692,865
)Corporate tax rate


35
%


35
%Expected tax recovery (expense)


464,726



242,503Less:Non-deductible interest related to note conversion


(207,222
)


-Change in valuation allowance


(257,504
)


(242,503
)Future income tax provision

$
-


$
-
 F-17
 GENEVA RESOURCES, INC.
 (An exploration stage company)
 NOTES TO FINANCIAL STATEMENTS
 MAY 31, 2010 AND 2009
 NOTE 7 – INCOME TAXES (continued)
 
 The Company’s deferred tax assets are as follows:
  2010


2009Deferred tax assetsNet operating loss carry forwards

$
2,174,332


$
1,916,828Total deferred tax assets


2,174,332



1,916,828Valuation allowance


(2,174,332
)


(1,916,828
)Net deferred tax assets

$
-


$
-
 
 The valuation allowance for deferred tax assets as of May 31, 2010 and May 31, 2009 was $2,174,332 and $1,916,828, 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, 2010 and May 31, 2009.
 
 NOTE 8 – LEGAL PROCEEDINGS
 
 On October 26, 2009, Stacey Kivel, former president of the Company filed a lawsuit of wrongful dismissal in the State of Nevada. During July 2007, we terminated the employment of Stacey Kivel, our then President, for cause. Subsequently, Ms. Kivel has made certain false allegations against us. Although we refute her allegations and believe termination was justified, it is possible that we may be exposed to a loss contingency, which there is no applicable evaluation of the likelihood of a favourable or unfavourable outcome of the lawsuit.
 NOTE 9 – SUBSEQUENT EVENTS
 
 On June 18, 2010, the Company completed a reverse stock split of common stock of the Company on a basis of 1 new share for 4 old shares. 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 June 18, 2010, 1:4 to reverse split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
 
 On July 12, 2010, a total of 12,500 shares were returned to treasury and cancelled by the Company. (Note 3)
 
 F-18




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




We engaged DeJoya Griffith & Company, LLC ("DeJoya") as our principal independent registered public accounting firm effective November 23, 2007. The reports of DeJoya on our financial statements for each of the fiscal years ended May 31, 2010 and 2009 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, 2010 and 2009, there were no disagreements between us and DeJoya, 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 DeJoya, would have caused DeJoya to make reference thereto in their reports on our audited financial statements.




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




ITEM 9A. CONTROLS AND PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





Evaluation of Disclosure and Procedures





As of May 31, 2010, which is the end of the fiscal period covered by this Annual Report, our Chief Executive Officer and interim Chief Financial Officer reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). As of the end of the fiscal period covered by this Annual Report, based on that evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that material information that we must disclose in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, the “Exchange Act”, is recorded, processed, summarized, and reported on a timely basis, and that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our Chief Executive Officer and interim Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.




35





Management’s Annual Report on Internal Control Over Financial reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we evaluated the effectiveness of our internal control over financial reporting as of May 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.





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





Inherent Limitations on Effectiveness of Controls





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





Changes in Internal Controls





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





AUDIT COMMITTEE REPORT





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





The audit committee has reviewed and discussed with management our audited financial statements as of and for fiscal year ended May 31, 2010. The audit committee has received and reviewed the written disclosures and the letter from De Joya Griffith & Company, LLC., Certified Public Accountants required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended.





Based on the reviews and discussions referred to above, the audit committee has recommended to the Board of Directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for fiscal year ended May 31, 2010 filed with the Securities and Exchange Commission.




36





ITEM 9B. OTHER INFORMATION





Not applicable.




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS




Name

Age

Position with the CompanyMarcus Johnson

61

President/Chief Executive Officer, interim Treasurer/Chief Financial Officer and a DirectorAngelo Viard

34

Director





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 and our interim Treasurer/Chief Financial Officer since July 2010. 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 is a professional architect. Mr. Johnson has been the professional architectural consultant of record on various commercial projects and retained as an expert for determining architectural management standards.




37




Angelo Viard.Angelo Viard has been a member of our Board of Directors since December 11, 2009. During the past ten years, Mr. Viard has been involved in providing companies with advisory services including, but not limited to, managerial, investment strategy, finance, information technology, compliance, accounting, business development, mergers and acquisitions, and capital fund raising in a wide range of industry sectors across the United States, South America and Europe. From approximately June 2007 through current date, Mr. Viard has been the president/chief executive officer of VCS Group, Inc. formerly known as “Viard Consulting Services”. His role as director of advisory services requires development of an advisory services sector. Mr. Viard’s functions include full budgeting responsibilities, management of budgets and planning, creation of policies and administrative procedures to restructure business processes, authoring multi-company employee manuals, design work order tracking and billing interface systems for accounting, and updating business plans, accounting structures and organizational changes to maximize business growth. From approximately August 2006 through June 2007, Mr. Viard was the IT operations manager for Bare Escentuals where he was responsible for developing and coordinating multiple related projects in alignment with strategic and tactical company goals, served as a primary customer advocate, planned and coordinated long term systems strategy, and managed the day to day operations of the IT department, including LAN/WAN architecture, telecommunications and hardware/software support and development. From approximately August 2005 through August 2006, Mr. Viard was a senior IT audit consultant for PricewaterhouseCoopers LLP where he was responsible for determining the audit documentation, strategy and plan. From approximately December 2004 through August 2005, Mr. Viard was the chief executive officer and founder of Technology Mondial Inc., which was a start-up company specializing in broadband wireless technology in Costa Rica and management and development of wireless connection planning for Latin America. Mr. Viard was also previously employed with OpenTV Inc, where he was manager of information system and technology, Thomas Weisel Partners LLC where he was an information technology brokerage services manager, BancBoston Robertson Stephens & Co. where he was a senior system engineer, and Environmental Chemical Corporation where he was a technical analyst.




Mr. Viard is also a member of the Board of Directors of Morgan Creek Energy Corp., and Mainland Resources Inc.  Both companies traded on the Over-the-Counter Bulletin Board. Mr. Viard holds a master in computer science, a BS in business management and administration, and an A/A in computer business administration and network.




FAMILY RELATIONSHIPS





There are no family relationships among our directors or officers.





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, 2010.




38





COMMITTEES OF THE BOARD OF DIRECTORS





Audit Committee





As of the date of this Annual Report, Messrs. Johnson and Viard have been appointed as members to our Audit Committee. One of the members is “independent” within the meaning of Rule 10A-3 under the Exchange Act. The Audit Committee operates under a written audit committee charter adopted by the Board of Directors on April 25, 2006.





The Audit Committee's primary function is to provide advice with respect to our financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The Audit Committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as our compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Board of Directors.





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, 2010.





ITEM 11. EXECUTIVE COMPENSATION





SUMMARY COMPENSATION TABLE




Name and Principal Position
Year
Salary

($)
Bonus

($)
Stock Awards

($)
Option Awards ($) (1)
Non-Equity Incentive Plan Compensation($)
Non-Qualified Deferred Compensation Earnings

($)
All Other Compensation

($)
Total

($)Marcus Johnson, President,  CEO
2010/2009

2009/2008

2007/2008
$-0-

-0-

60,000
-0-

-0-

-0-
-0-

-0-

-0-
-0-

-0-

-0-
---

---

---
---

---

---
$-0-

-0-

86,500
$-0-

-0-

146,500Bruce Horton, prior CFO
2010/2009

2009/2008

2008/2007
-0-

-0-

-0-
-0-

-0-

-0-
-0-

-0-

-0-
$ -0-

-0-

-0-
----

----

---
----

---

---
-0-

-0-

-0-
$-0-

-0-

-0-




(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.




39





STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MAY 31, 2009





There were no stock options granted to executive officers or directors during fiscal year ended May 31, 2010.




The following table sets forth information relating to compensation paid to our directors during fiscal year ended May 31, 2010:




DIRECTOR COMPENSATION TABLE




Name

Fees

Earned or

Paid in

Cash

($)


Stock

Awards

($)


Option

Awards

($) (1)


Non-Equity

Incentive

Plan

Compensation

($)


Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)


All

Other

Compensation

($)


Total

($)Marcus Johnson


-0-



-0-



-0-



-0-



-0-



-0-



-0-Angelo Viard


-0-



-0-



-0-



-0-



-0-



-0-



-0-D. Bruce Horton, prior director


-0-



-0-



-0-



-0-



-0-



-0-



-0-Stephen Jewett, prior director


-0-



-0-



-0-



-0-



-0-



-0-



-0-Bertrand Taquet, prior director


-0-



-0-



-0-



-0-



-0-



-0-



-0-




(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.





EMPLOYMENT AND CONSULTING AGREEMENTS




As of the date of this Annual Report, we do not have any written contractual arrangements with our executive officers.




40




ITEM 12. 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 26,185,778 shares of common stock issued and outstanding.





Name and Address of Beneficial Owner(1)

Number of Shares Owned(1)


Percentage of Class(1)Directors and Officers:Marcus Johnson

2533 N. Carson Street, Suite 125

Carson City, Nevada 89706


1,671,625
(2)


6.38
%Angelo Viard

2533 N. Carson Street, Suite 125

Carson City, Nevada 89706


-0-



-0-All executive officers and directors as a group (2 persons)


1,671,625
(2)


6.38
%




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 26,185,778 shares issued and outstanding.




2.
This figure includes: (i) 1,646,625 shares of restricted common stock; and (ii) 25,000 stock options which are exercisable at $0.25 per share expiring May 9, 2017 to acquire 25,000 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.




41





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





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, 2010.




ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES




During fiscal year ended May 31, 2010, we incurred approximately $32,000 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, 2010 and for the review of our financial statements for the quarters ended August 31, 2009, November 30, 2009 and February 28, 2010.





During fiscal year ended May 31, 2009, we incurred approximately $40,000 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, 2009 and for the review of our financial statements for the quarters ended August 31, 2008, November 30, 2008 and February 28, 2009.




During fiscal year ended May 31, 2010, 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




ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES




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




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Exhibit Number

Description of Exhibit3.1

Articles of Incorporation(1)3.1.1

Certificate of Change (13)3.2

Bylaws(1)3.2.1

Amended Bylaws (2)10.1

2007 Stock Incentive Plan of Geneva Resources, Inc.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

Mutual Release between Geneva Resources Inc. and St. Elias Mines Ltd. (14)16.1

Letter from Independent Registered Public Accounting Firm from MacKay LLP (3)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)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 Act32.1

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





(1)  Filed as an Exhibit to 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 June 18, 2010 and incorporated herein by this reference


(14)  Filed as an Exhibit to the Company's Current Report on Form 8-K filed with the SEC on May 19, 2010 and incorporated herein by this reference




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SIGNATURES





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





GENEVA RESOURCES, INC.Dated: September 10, 2010
By:
/s/ MARCUS JOHNSONMarcus Johnson, President/ChiefExecutive OfficerDated: September 10, 2010
By:
/s/ MARCUS JOHNSONMarcus Johnson, Interim Chief Financial Officer








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





Dated: September 10, 2010
By:
/s/ MARCUS JOHNSONDirector





Dated: September 10, 2010
By:
/s/ ANGELO VIARDDirector




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