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

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

     For the fiscal year ended May 31, 2007

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

        For the transition period from ______ to _______

                         COMMISSION FILE NUMBER: 0-32593

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

                    NEVADA                                   98-0441019
                   _______                                   _________
(STATE OR OTHER JURISDICTION OF INCORPORATION    I.R.S. EMPLOYER IDENTIFICATION
               OR ORGANIZATION)                                 NO.)

                          1005 TERMINAL WAY, SUITE 110
                               RENO, NEVADA 89502
                               __________________
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (775) 348-9330
                                 ______________
                           (ISSUER'S TELEPHONE NUMBER)

 SECURITIES REGISTERED PURSUANT TO SECTION        NAME OF EACH EXCHANGE ON WHICH
             12(B) OF THE ACT:                             REGISTERED:
                    NONE
                    ____

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
            COMMON STOCK, $0.001PAR VALUE
            _____________________________
                   (TITLE OF CLASS)

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

<PAGE>


Indicate by checkmark whether the issuer:  (1) has filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

Yes [X]   No[ ]

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

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

State  issuer's  revenues for its most recent fiscal year (ending May 31, 2007):
$-0-

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliate  computes by reference to the price at which the common equity
was sold,  or the average bid and asked  prices of such common  equity,  as of a
specified date within the past 60 days: September 4, 2007: US $.

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

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of    Outstanding as of
the issuer's classes of common stock, as of the most    September 7, 2007
practicable date:
Class
Common Stock, $0.001 par value                          41,200,000 *

*Increased in  accordance  with a forward stock split of four (4) shares for one
effective approximately October 13, 2006.


<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form  10-KSB  (e.g.,  Part I, Part II,  etc.) into which the  document is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 "Securities Act"). The listed documents should
be clearly described for identification purposes (e.g. annual report to security
holders for fiscal year ended December 24, 1980).

None.

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



<PAGE>



                             GENEVA RESOURCES, INC.

                                   FORM 10-KSB

Item 1.           DESCRIPTION OF BUSINESS.

Item 2.           DESCRIPTION OF PROPERTY.

Item 3.           LEGAL PROCEEDINGS.

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

Item 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Item 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Item 7.           FINANCIAL STATEMENTS.

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

Item 8A.          CONTROLS AND PROCEDURES.

Item 8B           OTHER INFORMATION.

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

Item 10.          EXECUTIVE COMPENSATION.

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

Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                  COMPENSATION.

Item 13.          EXHIBITS.

Item 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES.


<PAGE>


                           FORWARD LOOKING STATEMENTS

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

AVAILABLE INFORMATION

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


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name  "Revelstoke  Industries,  Inc." for the purpose of
reclaiming and  stabilizing  land in  preparation  for  construction  in Canada.
Effective  November  27,  2006,  we  changed  our name to "Geneva  Gold  Corp.".
Subsequently,  effective  February  28,  2007,  we  changed  our name to "Geneva
Resources,  Inc.". See "Item 1. Description of Business - Business Development -
Articles of Merger:" 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.

<PAGE>


ARTICLES OF MERGER

         2006 ARTICLES OF MERGER

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

         2007 ARTICLES OF MERGER

On February 28, 2007, we filed  Articles of Merger with the Nevada  Secretary of
State  (the  "2007  Articles  of  Merger").  In  accordance  with the  terms and
provisions of the 2007 Articles of Merger:  (i) we effectuated a merger with our
wholly-owned subsidiary,  Geneva Resources, Inc., as a parent/subsidiary merger,
whereby we were the  surviving  corporation;  (ii) the merger  became  effective
March 1, 2007 pursuant to Section  92A.180 of the Nevada Revised  Statutes;  and
(iii) our Articles of  Incorporation  were amended to change our name to "Geneva
Resources,  Inc." We filed an amendment to our  Articles of  Incorporation  (the
"2007 Amendment"). In accordance with the 2007 Amendment, we changed our name to
"Geneva Resources, Inc." In connection with the name change to Geneva Resources,
Inc., as of the open of business on March 5, 2007, our trading symbol changed to
GVRS.

Our Board of  Directors  pursuant  to minutes  of  written  consent in lieu of a
special  meeting  approved  the merger and  corresponding  name change to Geneva
Resources,  Inc.  Shareholder approval was not required under the Nevada Revised
Statutes.  We  decided to change our name to Geneva  Resources,  Inc.  to better
reflect our additional resource  acquisition and development  business resulting
from our recent  acquisition of certain  options to interests in certain mineral
properties.

INCREASE IN AUTHORIZED CAPITAL STRUCTURE

On January 12, 2007, we filed an Amendment to our Articles of Incorporation (the
"2006 Amendment"). In accordance with the Amendment, we increased our authorized
capital from 50,000,000  shares of common stock to 200,000,000  shares of common
stock with the same par value of $0.001 per share.  On November  27,  2006,  our
Board of Directors  pursuant to minutes of written  consent in lieu of a special
meeting authorized and approved the Amendment to increase our authorized capital
and the dissemination of a notice of consent requested from shareholders without
a special meeting dated December 4, 2006 (the "Notice of Consent") together with
a consent/proxy card (the "Proxy"). The Notice of Consent was distributed to our
shareholders  with a record date of November  27,  2006.  Our Board of Directors
fixed the close of  business  on  January  3, 2007 as the date by which  written
consents  and  approvals  were to be  received  by our  shareholders  holding  a
majority  of the total  issued  and  outstanding  common  stock to  approve  the
Amendment. See "Item 4. Submission of Matters to a Vote of Security Holders."


<PAGE>

FORWARD STOCK SPLIT

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

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

The Forward Stock Split was  effectuated  with a record date of October 13, 2006
upon filing the appropriate  documentation  with NASDAQ. The Forward Stock Split
increased our issued and  outstanding  shares of common stock from  9,300,000 to
approximately  37,200,000 shares of common stock. (The total number of shares of
common stock issued and outstanding had previously been 16,800,000  since May 1,
2006 pursuant to a forward stock split effectuated in May 2006 of forty-two (42)
shares for one share issued and  outstanding).  However,  on September 27, 2006,
four of our shareholders consented to the cancellation and return to treasury of
an aggregate of  7,500,000  shares thus  bringing the total number of issued and
outstanding  shares of common stock to  9,300,000  as of October 13,  2006.) The
current  authorized  share capital  continued to be 50,000,000  shares of common
stock with a par value of $0.001 per share.

CANCELLATION OF SHARES

On September 27, 2006, an aggregate of 7,500,000 shares of our common stock held
by four of our shareholders  were cancelled and returned to treasury at no value
on the basis of  pre-existing  negotiations.  Thus, as of October 13, 2006,  the
total number of issued and  outstanding  shares of common  stock were  9,300,000
after the effectuation of the Forward Stock Split.

TRANSFER AGENT

Our transfer agent is Pacific Stock Transfer Company,  500 E. Warm Springs Road,
Suite 240 Las Vegas NV 89119.

MINERAL PROPERTIES

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

GEORGES LAKE PROPERTY

On  approximately  October 20, 2006, we entered into a mineral  property  option
agreement  (the "George Lake Option  Agreement")  with War Eagle Mining  Company
("War  Eagle").  In accordance  with the terms and provisions of the George Lake

<PAGE>

Option Agreement: (i) War Eagle granted to us the sole and exclusive option (the
"Option") to acquire a 70%  undivided  interest in and to seven  mineral  claims
comprising  a total of 979  hectares  located in the  Province of  Saskatchewan,
Canada,  approximately 135 kilometers  northwest of La Ronge,  Saskatchewan (the
"George Lake Property");  (ii) in order to exercise the Option,  we are required
to incur or cause to be incurred on or before December 31, 2008  expenditures in
connection with the George Lake Property of not less than $1,000,000 pursuant to
a work program to be commenced and operated by the operator  thereon;  and (iii)
upon exercise of the Option,  the further interests of the parties in and to the
George Lake  Property  will be  determined  through an industry  standard  joint
venture agreement, which will be deemed to be effective upon the exercise of the
Option. As of the date of this Annual Report, we have not paid any consideration
to exercise the Option nor incurred any expenditures.

SAN JUAN PROPERTY

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

On January  30,  2007,  we  received  notice  pursuant  to a news  release  from
Petaquilla that the board of directors of Petaquilla has resolved to rescind the
Petaquilla  Option  Agreement.  We were  current  in our  obligations  under the
Petaquilla  Option  Agreement  and disputed the alleged  rescission  and advised
Petaquilla that the Option was in good standing.  Consequently,  on February 13,
2007, in accordance with the provisions of the Petaquilla  Option  Agreement and
as a result  of  Petaquilla's  purported  rescission  of the  Petaquilla  Option
Agreement, we filed a notice with the British Columbia International  Commercial
Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement
of Claims with the arbitrators  seeking  specific  performance of the Petaquilla
Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of
Defense.  As of  the  date  of  this  Annual  Report,  we  are  awaiting  formal
arbitration  proceedings.  Accordingly,  no further amounts have been accrued in
the Financial Statements relating to this agreement "Item 3. Legal Proceedings."

FIRST OPTION

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

<PAGE>

of  exploration  expenditures  of not less than  $3,000,000 on or before May 31,
2008; and (e) incurrence and payment of cumulative  exploration  expenditures of
not less than  $6,000,000  on or before May 31,  2009.  See "Item 5.  Market for
Common Equity and Related Stockholder Matters."

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

         SECOND OPTION

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

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
"Volcoro 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 `Volcoro Option").

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

<PAGE>

the 12-month anniversary of execution of the Volcoro Option Agreement; and (iii)
$200,000 due on or before the 24-month  anniversary  of execution of the Volcoro
Option Agreement.

In accordance with the terms and provisions of the Volcoro Option Agreement,  we
are further  required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month  anniversary  of execution of the Volcoro
Option Agreement; and (ii) incur costs totally $2,5000,000 as follows: (a) first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Volcoro Option Agreement, (b) second expenditure of $750,000
are to be incurred on or before the  24-month  anniversary  of  execution of the
Volcoro Option  Agreement;  and (iii) third  expenditure of $1,250,000 are to be
incurred  on or before the  36-month  anniversary  of  execution  of the Volcoro
Option Agreement.

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

         PHASE I EXPLORATION PROGRAM

The Vicloro Properties comprises approximately 1,600 hectares and lies along the
game geological belt of Tertiary rocks that host deposits in northern Peru, such
as Newmont's  Yanacocha Mine and Barrick's Pierina deposit.  Management believes
that the Vilcoro  Properties are favorably  located  adjacent to the claim block
that covers the Lagunas Norte mine recently put into  production by Barrick Gold
in the Alto Chicama mining district of central Peru.

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

Management is pleased with the evidence of  disseminated  mineralization  on the
Vilcoro  Properties  with grades that are comparable to what is presently  being
mined at the giant Yanacocha Mine (average ore grade 0.8 g/t), and is continuing
fieldwork at Vilcoro  Properties with emphasis on additional  trenching  between
the individual  zones on the Main Trend.

<PAGE>

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

     o    Zone 1 is a continuous  zone of gold-silver  mineralization  measuring
          120  meters  by 20  meters.  All  samples  are  from  old  underground
          workings.  Eighty-three  channel  samples  have a weighted  arithmetic
          average grade of 3.43 g/t gold excluding a very high-grade sample that
          assayed 842 g/t gold.
     o    Zone 2 is 120 meters  east of Zone 1 and is  defined  by nine  samples
          with an average  grade of 0.51 g/t gold  across an area  measuring  60
          meters by 25 meters.
     o    Zone 3 is 250 meters  east of Zone 1 and is  defined  by nine  samples
          with an average  grade of 0.54 g/t gold  across an area  measuring  30
          meters by 10 meters.
     o    Zone 4 is 60 meters  south of Zone 1 and is defined  by eight  samples
          with an average  grade of 0.36 g/t gold  across an area  measuring  50
          meters by 10 meters.
     o    Zone 5 is 110 meters west of Zone 1 and  comprises a 30-m-long  trench
          from which eight continuous  samples returned an average grade of 0.17
          g/t gold.
     o    Zone 6 is about 700 meters west of Zone 1 and  comprises  eight tunnel
          and trench  samples  with an average  grade of 0.54 g/t gold across 40
          meters.

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

     o    Zone A: 9 meters grading 0.41 g/t gold (3 samples)
     o    Zone B: 10 meters grading 0.71 g/t gold (3 samples)
     o    Zone C: 5.4 meters grading 0.85 g/t gold (2 samples).

NIGERIA PROPERTY

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

Under the terms of the Operating  Agreement,  we were granted a forty-five  (45)
day due diligence period (the "Due Diligence  Period") starting on the effective
date of the Operating Agreement,  which has been subsequently  extended twice on
June 12, 2007 and August 7, 2007, respectively.  See " - Extension of Option and
Due Diligence Period". During the Due Diligence Period, we have access to Allied
Mineral's  books,  records  and  properties  to make  such  investigation  as we
consider advisable to enable us to determine whether to proceed with the Option.
On or before the last day of the Due Diligence Period, we could elect in writing
to proceed  with the Option  (the  "Notice to  Proceed").  If we do not  provide

<PAGE>

Allied  Minerals  with the Notice to Proceed,  the Operating  Agreement  will be
treated as terminated and of no further force and effect.

If we subsequently provide Allied Minerals with the Notice to Proceed, under the
terms of the  Agreement,  we will be deemed to have  exercised  the Option  (the
"Exercise"),  and shall be entitled to an undivided  initial 65%  beneficial and
economic interest in and to the Nigeria Property, provided that we: (i) grant to
Allied Minerals,  within five business days of the date of the Notice to Proceed
(subject to the prior  receipt of all required  regulatory  requirements  and/or
approvals,  if any,  as set forth in the  Operating  Agreement),  300,000  stock
options (the "Options") to acquire an equivalent  number of our shares of common
stock,  with the Options being  exercisable for a period of three years from the
grant date at an exercise price equal to the five-day  average  trading price of
our shares of common stock on the NASD over-the-counter bulletin board preceding
the  date  of  delivery  of  the  Notice  to  Proceed;  and  (ii)  fund  certain
expenditures  on  the  Nigeria  Property   totaling  not  less  than  $3,000,000
commencing after the Notice to Proceed is given.

Under further terms of the Operating Agreement,  after Exercise:  (i) we will be
the operator of the Nigeria Property; (ii) together with Allied Minerals we will
establish a  management  committee to determine  overall  policies,  objectives,
procedures,  methods and actions  under the Operating  Agreement  with a view to
bringing the Nigeria Property into commercial production as a mine; and (iii) we
will each have the right to appoint one representative to the board of directors
of the  other  party.  With  effect  from  Exercise  until the  commencement  of
commercial  production of the Nigeria  Property,  if any, we will be required to
contribute  100% of all costs with  respect to the Nigeria  Property.  Following
commencement of commercial production,  if any, the net profit interests will be
35% for Allied and 65% for us until  such time as we have  recouped  175% of our
pre-production and production costs, after which we shall be entitled to receive
52% of all cash flow from the  Nigeria  Property  and Allied  Minerals  shall be
entitled to receive 48% of all cash flow from the Nigeria Property. In addition,
if and when we have recouped 175% of our costs as set forth above and commercial
production  reaches 250 tons of mineral product per day, we will issue to Allied
Minerals 250,000 shares of our common stock.

         EXTENSION OF OPTION AND DUE DILIGENCE PERIOD

On June 14, 2007, we extended the Option term in the Operating Agreement and our
Due  Diligence  Period  from  its  original  forty-five  day  to a new  term  of
seventy-five  (75) days.  Our  management  requested  the  extension in order to
complete our sampling and grade testing program on the Allied Mineral Properties
located  in the Wase  area of  Plateau  State,  Nigeria.  As of the date of this
Annual Report,  we have completed the sampling and grade testing  process of the
most easterly side of the Nigeria Property.  In the Jawando area on the east die
of the Nigeria  Property,  copper ore was recovered  from trenches cut in a wide
spread,  multi-vein sequence. Assays on samples taken indicated Cu at 31.27% and
Pb at 8.97%.  To the south of the copper vein  sequence in the Gimbi area of the
Nigeria  Property,  zinc ore was  recovered  from a trench cut in  another  view
sequence.  Assays  indicated  Za at 60.29%.  Our  geological  team  attempted to
acquire copper ore samples from the western side of the Nigeria  Property in the
Mavo area.  Although  a great deal of  overburden  was  pushed  aside,  the area
believed to contain a  copper-bearing  ore body was not  exposed  because of the
very hard cap rock encountered.


<PAGE>

We intend to  utilize  the  extended  Option  term and Due  Diligence  Period to
attempt a blast and  trench  sampling  program  on the west side of the  Nigeria
Property.  In the event this fails to get beyond the cap rock into the potential
copper-bearing  vein  beneath,  a core rig will be mobilized to  accomplish  the
task. It is anticipated  that during this time frame,  our geological  team will
also  carry out  additional  trenching  delineation  work on the major zinc vein
encountered in the Gimbi area.

COMPETITION

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

MINERALS EXPLORATION REGULATION

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

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


<PAGE>

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

RESEARCH AND DEVELOPMENT ACTIVITIES

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

EMPLOYEES

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

RISK FACTORS

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

RISKS RELATED TO OUR BUSINESS

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


<PAGE>

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

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

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

Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable  quantities  of ore on our  mineral  properties  that  can  then  be
developed into commercially  viable mining  operations.  Mineral  exploration is
highly   speculative   in  nature,   involves   many  risks  and  is  frequently
non-productive.  These risks include unusual or unexpected geologic  formations,

<PAGE>

and the inability to obtain suitable or adequate machinery,  equipment or labor.
The  success of  mineral  exploration  is  determined  in part by the  following
factors:

     o    identification  of  potential   mineralization  based  on  superficial
          analysis;

     o    availability of government-granted exploration permits;

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

     o    the capital available for exploration.

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

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

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

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

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and
debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately  $10,024,490 from April 5, 2004 (inception) to May 31, 2007. As of
May 31, 2007,  we had an  accumulated  deficit of  $10,024,490  and had incurred
losses of  approximately  $9,887,736  during  fiscal  year  ended May 31,  2007.
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

<PAGE>

currently anticipate;  (ii) exploration and or future potential mining costs for
additional  claims  increase  beyond  our  expectations;  or (iii) we  encounter
greater costs  associated with general and  administrative  expenses or offering
costs.

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

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

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

         WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

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

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

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring
additional  properties,  some of the properties may not produce positive results
of  exploration,  or we may not complete  exploration of such  prospects  within
specified  time periods may cause the  forfeiture of the lease in that prospect.
There  can be no  assurance  that we will  be  able  to  successfully  integrate
acquired properties, which could result in substantial costs and delays or other

<PAGE>

operational,  technical,  or financial  problems.  Further,  acquisitions  could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

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

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

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

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

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

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

<PAGE>

transactions in a highly competitive environment.  In addition,  because we have
fewer financial and human resources than many companies in our industry,  we may
be at a disadvantage in bidding for exploratory  prospects and producing mineral
properties.

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

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

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

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

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

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

<PAGE>

pay damages regardless of fault.  Environmental laws also often impose liability
with respect to divested or terminated  operations,  even if the operations were
terminated or divested of many years ago.

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

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

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

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

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

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

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

         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,

<PAGE>

including  consulting  relationships  with  other  corporate  entities,  and has
responsibilities  to these other entities.  Such conflicts  include deciding how
much time to  devote  to our  affairs,  as well as what  business  opportunities
should be  presented  to us.  Because of these  relationships,  our officers and
directors may be subject to conflicts of interest.

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

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

RISKS RELATED TO OUR COMMON STOCK

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

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

As of the date of this Annual Report,  we have 41,200,000 shares of common stock
issued and outstanding.  Of the total number of issued and outstanding shares of
common stock,  certain  stockholders  are able to resell  certain  shares of our
common stock pursuant to a SB-2  registration  statement  declared  effective on
November 18, 2005. As a result of this registration  statement,  an aggregate of
262,500  pre-forward  share split shares (increased in accordance with a forward
stock  split of  forty-two  (42)  shares for one  effective  May 1, 2006 and the
Forward Stock Split of four (4) shares of one effective October 13, 2006) of our
common stock were issued and are available for immediate resale which could have
an adverse  effect on the price of our  common  stock.  See "Item 5.  MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS."

As of the date of this Annual Report, there are 15,750,000 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.

<PAGE>


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

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

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

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

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

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

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

<PAGE>

shares they  purchase,  and they may not be able to resell at prices at or above
the prices they paid.

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

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

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

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

ITEM 2. DESCRIPTION OF PROPERTIES

We lease our principal  office space located at 3430 East Sunrise  Drive,  Suite
120, Tucson, Arizona 85718.

ITEM 3. LEGAL PROCEEDINGS

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

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

<PAGE>


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

Other than as disclosed above,  management is not aware of any legal proceedings
contemplated  by any  governmental  authority or any other party involving us or
our properties. As of the date of this Quarterly Report, no director, officer or
affiliate is (i) a party adverse to us in any legal  proceeding,  or (ii) has an
adverse interest to us in any legal proceedings.  Management is not aware of any
other legal proceedings  pending or that have been threatened  against us or our
properties.

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

JANUARY 2007 WRITTEN CONSENT

On approximately  November 22, 2006, our Board of Directors approved an increase
in our authorized share capital and a corresponding amendment to our Articles of
Incorporation  to increase  our  authorized  capital from  50,000,000  shares of
common  stock to  200,000,000  shares of common stock with a par value of $0.001
(the "Increase in Share Capital").

The Board of Directors  further  authorized  and directed the  submission  of an
Information  Statement pursuant to Section 14(c) of the Securities  Exchange Act
of 1934, as amended (the "Information  Statement").  The preliminary Information
Statement was filed with the Securities and Exchange  Commission on November 24,
2006 and the definitive Information Statement was filed on December 4, 2006. The
Information  Statement was circulated to our shareholders in connection with the
taking of corporate  action  without a meeting  upon the written  consent of ten
(10) or less shareholders holding of record a majority of the outstanding shares
of our common stock (the "January 2007 Written Consent").  As of January 3, 2007
(the "Record Date"), there were 37,200,000 shares of our common stock issued and
outstanding.  The names of the  shareholders who signed the January 2007 Written
Consent  and their  respective  equity  ownership  as of the Record Date were as
follows:  (i) Russell Shiels holding of record  3,600,000 shares of common stock
(9.7%);  (ii) Alan Sedgwick  holding of record  3,000,000 shares of common stock
(8.1%);  (iii) Darlene  Rodocker  holding of record  3,000,000  shares of common
stock (8.1%);  (iv) Janet Shiels  holding of record  2,400,000  shares of common
stock (6.5%);  (v) Eurotrade  Management  Group Ltd. holding of record 1,800,000
shares of common stock (4.8%);  (vi) Calista Capital holding of record 1,500,000
shares of common stock (4.0%);  (vii) Raleigh Commercial Corp. holding of record
1,449,999  shares of common stock (3.9%);  (viii) Tara Deboer  holding of record
1,316,328  shares of common  stock  (3.5%);  (ix) Verona  Capital  International
holding  of  record  1,197,328  shares  of common  stock  (3.2%);  and (x) Mardi
MacDonald holding of record 800,000 shares of common stock (2.2%).

The matters  upon which  action was taken  pursuant to the January  2007 Written
Consent  included the approval of an amendment to our Articles of  Incorporation
to  effectuate  an amendment to our  Articles of  Incorporation  to increase the
authorized  capital from 50,000,000 shares of common stock to 200,000,000 shares
of common stock with the same par value of $0.001 per share.

<PAGE>


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER   MATTERS

MARKET FOR COMMON EQUITY

Shares of our common stock are traded on the OTC Bulletin Board under the symbol
"GVRS:OB" and commenced trading  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 sales prices  relating to our common stock on a quarterly basis
for the last two fiscal years as quoted by the NASDAQ.  These quotations reflect
inter-dealer prices without retail mark-up,  mark-down, or commissions,  and may
not reflect actual transactions.

        QUARTER ENDED                HIGH BID          LOW BID
        December 31, 2006            $3.50             $2.36
        March 31, 2007               $2.76             $1.12
        June 30, 2007                $1.57             $0.92

As of August 31, 2007, we had 22 shareholders of record,  which does not include
shareholders  whose shares are held in street or nominee names.  We believe that
there are approximately 250 beneficial owners of our common stock.

DIVIDEND POLICY
No  dividends  have ever been  declared by the Board of  Directors on our common
stock.  Our  losses  do not  currently  indicate  the  ability  to pay any  cash
dividends,  and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.  There are no restrictions in our
articles of incorporation  or by-laws that prevent us from declaring  dividends.
The Nevada Revised Statutes,  however,  do prohibit us from declaring  dividends
where, after giving effect to the distribution of the dividend,  we would not be
able to pay our debts as they become due in the usual  course of business or our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of stockholders who have preferential
rights superior to those receiving the distribution.

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

<PAGE>
<TABLE>
<CAPTION>



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

<S>                                                              <C>                       <C>                 <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS

Not applicable

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS


Stock Options                                                    1,500,000                 $1.00                3,500,000

Total Options                                                    1,500,000                                      3,500,000

</TABLE>



         2007 PLAN

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

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

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

<PAGE>


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

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

         OTHER AWARDS

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

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual  Report and during fiscal year ended May 31, 2007,
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.

PETAQUILLA MINERALS LTD.

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

CANCELLATION OF SHARE CERTIFICATES

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


<PAGE>

PRIVATE SALE/ACQUISITION

On December 28, 2006, Marcus Johnson, our President and a member of the Board of
Directors,  purchased an aggregate of 6,500,000 shares of our restricted  common
stock in a series of  private  sales at par value of $0.001  per share for total
consideration  of $6,500 from his personal  funds. As of the date of this Annual
Report,  there are an aggregate of 41,200,000  shares of our common stock issued
and  outstanding.  Therefore,  Mr.  Johnson  holds of record an aggregate  15.8%
equity interest.  See "Item 11. Security  Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters."

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The  summarized  consolidated  financial  data set forth in the tables below and
discussed in this section  should be read in conjunction  with our  consolidated
financial  statements  and related notes for fiscal years ended May 31, 2007 and
2006, which financial statements are included elsewhere in this Annual Report.

<TABLE>
<CAPTION>
________________________________________________________________________________________________________________________
                                                 FOR FISCAL YEAR ENDED MAY                FOR FISCAL YEAR ENDED
                                                         31, 2007                             MAY 31, 2006
                                                         (AUDITED)                              (AUDITED)
________________________________________________________________________________________________________________________
<S>                                                  <C>                                       <C>
REVENUE                                                      -0-                                     -0-
________________________________________________________________________________________________________________________
DIRECT COSTS                                                 -0-                                     -0-
________________________________________________________________________________________________________________________
GROSS MARGIN                                                 -0-                                     -0-
________________________________________________________________________________________________________________________
GENERAL AND ADMINISTRATIVE EXPENSES
________________________________________________________________________________________________________________________
  Office and general                                      46,905                                 14,244
________________________________________________________________________________________________________________________
  Consulting fees                                        348,934                                  8,161
________________________________________________________________________________________________________________________
  Marketing and investor relations                       876,243                                    -0-
________________________________________________________________________________________________________________________
  Management fees                                        765,906                                    -0-
________________________________________________________________________________________________________________________
  Mineral property expenditures                        7,617,860                                    -0-
________________________________________________________________________________________________________________________
  Professional fees                                      231,888                                 42,676
________________________________________________________________________________________________________________________
NET LOSS                                             ($9,887,736)                              ($65,081)
________________________________________________________________________________________________________________________
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATION

         FOR FISCAL YEAR ENDED MAY 31, 2007 COMPARED TO FISCAL YEAR ENDED MAY
         31, 2006

Our  net  loss  during  fiscal  year  ended  May  31,  2007  was   approximately
($9,887,736)  compared  to  ($65,081)  for fiscal  year  ended May 31,  2006 (an
increase of $9,822,655).

During  fiscal  years  ended  May 31,  2007 and 2006,  respectively,  we did not
generate any revenue. During fiscal year ended May 31, 2007, we incurred general
and  administrative  expenses in the aggregate amount of $9,887,736  compared to
$65,081  incurred  during  fiscal  year  ended  May 31,  2006  (an  increase  of
$9,822,655).  The operating  expenses  incurred during fiscal year ended May 31,

<PAGE>

2007 consisted of: (i) mineral property expenditures of $7,617,860 (2006: $-0-);
(ii) marketing and investor relations  expenses of $876,243 (2006:  $-0-); (iii)
office and general of $46,905 (2006:  $14,244);  (v) consulting fees of $348,934
(2006:  $8,161);  (vi)  management  fees of  $765,906  (2006:  $-0-);  and (vii)
professional fees of $231,888 (2006: $42,676). The increase in expenses incurred
during fiscal year ended May 31, 2007 compared to fiscal year ended May 31, 2006
resulted primarily from the increase in mineral property expenditures, marketing
and investor relations.  expenses and management fees based upon the increase in
scale and scope of  exploratory  and  acquisition  programs  and an  increase in
overall  office and general  expenses.  The  marketing  and  investor  relations
expenses were  primarily  with respect to the  development  and  preparation  of
promotional  material  focused on the  announcement of the company's  Petaquilla
Option  Agreement.  The company  was unable to  complete  the program due to the
pending arbitration hearing (refer Item 3 - Legal Proceedings).

Consulting fees and professional  fees incurred during fiscal year ended May 31,
2007 increased  pertaining to the increase in acquisition and development of our
mineral  properties and related  contracted  services.  Management fees incurred
during  fiscal  year  ended  May 31,  2007  substantially  increased  due to the
recording  of  certain   non-cash   expenses  in  connection  with  stock  based
compensation  and the  grant  of stock  options  to our  officers/directors  and
employees.  General and  administrative  expenses  generally  include  corporate
overhead,  financial  and  administrative  contracted  services,  marketing  and
consulting costs.

Our net loss during fiscal year ended May 31, 2007 was  ($9,887,736)  or ($0.20)
per share  compared to a net loss of  ($65,081)  or ($0.00) per share for fiscal
year ended May 31, 2006. The weighted  average number of shares  outstanding was
48,964,384 at May 31, 2007 compared to 58,362,740 at May 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

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

As at fiscal year ended May 31,  2007,  our  current  assets were $5,749 and our
current  liabilities were $1,490,401,  resulting in a working capital deficit of
$1,484,652.  As at fiscal year ended May 31, 2007,  our total assets were $5,749
consisting  of cash only  compared to total cash of $73,383 at fiscal year ended
May 31, 2006. As at fiscal year ended May 31, 2007, our current liabilities were
$1,490,401  compared to current  liabilities of $35,970 at fiscal year ended May
31, 2006.  Our current  liabilities  consisted  of: (i)  $1,028,011  in accounts
payable and accrued liabilities;  (ii) $414,890 in shareholder's loan; and (iii)
$47,500  due to  related  parties.  The  increase  in  current  liabilities  was
primarily  due to the  increase  in accounts  payable  and  accrued  liabilities
relating to the increased scale and scope of business activity.

Stockholders'  equity  decreased from $37,413 as at May 31, 2006 to a deficit of
($1,484,652) as at May 31, 2007.


<PAGE>

We have not generated  positive cash flows from  operating  activities.  For the
fiscal year ended May 31, 2007,  net cash flow used in operating  activities was
($471,134)  compared to net cash flow used in operating  activities of ($90,248)
for the  fiscal  year  ended  May 31,  2006.  Net cash  flow  used in  operating
activities  during fiscal year ended May 31, 2007  consisted  primarily of a net
loss of  ($9,887,736)  adjusted  by  $7,400,000  in  non-cash  mineral  property
expenditures  and  $965,671  in stock  based  compensation,  and an  increase of
$11,390 in accrued interest on shareholders'  loan and of $1,008,840 in accounts
payable and accrued liabilities and of $30,701 due to related parties.

During  fiscal year ended May 31,  2007,  net cash flow  provided  by  financing
activities was $403,500  compared to net cash flow from financing  activities of
$99,927  for  fiscal  year  ended  May 31,  2006.  Net cash flow  provided  from
financing  activities during fiscal year ended May 31, 2007 pertained  primarily
to $403,500 received as proceeds from shareholder advances.

PLAN OF OPERATION

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

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

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

MATERIAL COMMITMENTS

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


<PAGE>

VOLCORO OPTION AGREEMENT

Under the terms of the Volcoro  Option  Agreement  and in order to exercise  the
Volcoro  Option,  we are  required  to make the  following  non-refundable  cash
payments to St. Elias aggregating  $350,000 as follows:  (i) $50,000 within five
business days from the execution of the Volcoro Option  Agreement  which,  as of
the date of this Annual  Report,  has been paid;  (ii) $100,000 due on or before
the 12-month anniversary of execution of the Volcoro Option Agreement; and (iii)
$200,000 due on or before the 24-month  anniversary  of execution of the Volcoro
Option Agreement. In accordance with further terms and provisions of the Volcoro
Option Agreement,  we are further required to incur costs totally $2,5000,000 as
follows:  (a) first  expenditure  of  $500,000  to be  incurred on or before the
12-month  anniversary of execution of the Volcoro Option  Agreement,  (b) second
expenditure of $750,000 to be incurred on or before the 24-month  anniversary of
execution  of the  Volcoro  Option  Agreement;  and (iii) third  expenditure  of
$1,250,000 to be incurred on or before the 36-month  anniversary of execution of
the Volcoro Option Agreement.

PETAQUILLA OPTION AGREEMENT

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

SHAREHOLDER LOAN

On  November  14,  2006,  one of our  shareholders  advanced  to  Petaquilla  an
aggregate  of  $100,000  on our behalf.  Additional  advances  of $303,500  were
received during fiscal year ended May 31, 2007.  These amounts are unsecured and
accrue interest at 10% per annum and have no established terms of repayment.  As
at May 31,  2007,  we owe an  aggregate  of  $414,890 in  principal  and accrued
interest.  Subsequent to fiscal year ended May 31, 2007, an additional  $125,000
was advanced to us by the same shareholder under the same terms and conditions.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

CRITICAL 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.

<PAGE>

USE OF ESTIMATES AND ASSUMPTIONS

The  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.  Significant  areas requiring
management's  estimates  and  assumptions  are  determining  the  fair  value of
transactions  involving  common stock and stock options.  Other areas  requiring
estimates include deferred tax balances,  valuation  allowances,  allocations of
expenditures to resource property interests and asset impairment tests.

MINERAL PROPERTY EXPENDITURES

We are primarily  engaged in the  acquisition,  exploration  and  development of
mineral properties.

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

Mineral property exploration costs are expensed as incurred.

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

<PAGE>

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,  we have  incurred only property
option payments and exploration costs which have been expensed.

To date we do not have  established  any  proven  or  probable  reserves  on our
mineral properties.

ASSET RETIREMENT OBLIGATIONS

We have adopted the provisions of SFAS No. 143 "Accounting for Asset  Retirement
Obligations,"  which  establishes  standards  for the  initial  measurement  and
subsequent accounting for obligations  associated with the sale,  abandonment or
other  disposal of  long-lived  tangible  assets  arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on our financial position or results
of  operations.  To May 31, 2007 any  potential  costs  relating to the ultimate
disposition of our mineral property interests have not yet been determinable.

INCOME TAXES

We follow  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,  2007,  we had net  operating  loss carry
forwards. However, due to the uncertainty of realization we have provided a full
valuation  allowance  for the  deferred  tax  assets  resulting  from these loss
carryforwards.

NET LOSS PER SHARE

We compute loss per share in accordance with SFAS No. 128,  "Earnings per Share"
which requires  presentation of both basic and diluted earnings per share on the
face of the  statement  of  operations.  Basic  loss per  share is  computed  by
dividing net loss  available  to common  shareholders  by the  weighted  average
number of  outstanding  common shares during the period.  Diluted loss per share

<PAGE>

gives effect to all dilutive  potential  common  shares  outstanding  during the
period.  Dilutive loss per share  excludes all potential  common shares if their
effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION

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

STOCK-BASED COMPENSATION

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

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


<PAGE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance  with the  requirements  of SFAS No. 107, we have  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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires

<PAGE>

an employer to  recognize  the over funded or under  funded  status of a defined
benefit post retirement  plan (other than a  multiemployer  plan) as an asset or
liability in its statement of financial  position,  and to recognize  changes in
that funded status in the year in which the changes occur through  comprehensive
income.  SFAS No. 158 is effective  for fiscal  years ending after  December 15,
2006.  We do not expect  that the  implementation  of SFAS No. 158 will have any
material impact on its financial position and results of operations.

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

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

ITEM 7. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm dated September 7, 2007.

Balance Sheets as at May 31, 2007 and May 31, 2006.

Statements of Operations for Fiscal Years Ended May 31, 2007 and May 31, 2006.

Statements of Cash Flows for Fiscal Years Ended May 31, 2007 and May 31, 2006.

Statement of Stockholders'  Equity for the Period From April 5, 2004 (Inception)
to Fiscal Year Ended May 31, 2007.

Notes to Financial Statements.

<PAGE>







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

                              FINANCIAL STATEMENTS

                                  MAY 31, 2007


















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS



<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
________________________________________________________________________________

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

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

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

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

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




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


<PAGE>
<TABLE>
<CAPTION>




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

                                 BALANCE SHEETS



                                                                                                  May 31,            May 31,
                                                                                                    2007              2006

__________________________________________________________________________________________________________________________________


                                     ASSETS

<S>                                                                                              <C>             <C>
CURRENT ASSETS
   Cash                                                                                          $       5,749   $        73,383
__________________________________________________________________________________________________________________________________

                                                                                                 $       5,749   $        73,383
==================================================================================================================================



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                                      $   1,028,011   $        19,171
   Due to related parties (Note 6)                                                                      47,500            16,799
     Shareholder's loan (Note 7)                                                                       414,890                 -
__________________________________________________________________________________________________________________________________
                                                                                                     1,490,401            35,970
__________________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 3 )

STOCKHOLDERS' EQUITY (DEFICIT)
   Capital stock (Note 4)
   Authorized
      200,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      41,200,000 shares of common stock (May 31, 2006 - 67,200,000)                                     41,200            16,800
   Additional paid-in capital                                                                        8,498,638           157,367
   Deficit accumulated during the exploration stage                                                (10,024,490)         (136,754)
__________________________________________________________________________________________________________________________________

                                                                                                    (1,484,652)           37,413
__________________________________________________________________________________________________________________________________

                                                                                                 $       5,749   $        73,383
==================================================================================================================================

</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>


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

                            STATEMENTS OF OPERATIONS




                                                                                                     Cumulative
                                                                                                    results from
                                                                     Year             Year         April 5, 2004
                                                                     ended            ended        (inception) to
                                                                   May 31,           May 31,          May 31,
                                                                     2007             2006              2007
___________________________________________________________________________________________________________________

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

 DIRECT COSTS                                                                 -                -            56,481
___________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                                    46,905           14,244            92,809
     Consulting fees                                                    348,934            8,161           378,026
     Marketing and investor relations                                   876,243                -           877,221
     Management Fees                                                    765,906                -           771,145
     Mineral Property Expenditures (Note 3)                           7,617,860                -         7,617,860
   Professional fees                                                    231,888           42,676           296,936
___________________________________________________________________________________________________________________
                                                                     (9,887,736)         (65,081)      (10,033,997)
___________________________________________________________________________________________________________________

NET LOSS                                                        $    (9,887,736)   $     (65,081)   $  (10,024,490)
===================================================================================================================




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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
AND DILUTED                                                          48,964,384      58,362,740
================================================================================ ================

</TABLE>



    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>


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


                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

          FOR THE PERIOD FROM APRIL 5, 2004 (INCEPTION) TO MAY 31, 2007





                                                                                                         Deficit
                                                                 Common Stock                          Accumulated
                                                         _________________________    Additional      During the
                                                          Number of      Amount         Paid-in      Exploration
                                                            shares                      Capital         Stage          Total
__________________________________________________________________________________________________________________________________

<S>                                                        <C>           <C>          <C>           <C>              <C>
Common stock issued for cash at $0.000397 per share
   April 5, 2004                                           23,100,000    $    138     $     9,029   $           -    $      9,167

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

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

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

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

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

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

Reclassification for stock split, May 1, 2006 (Note 4)             -       16,400         (16,400)              -               -
Net loss for the period                                            -            -               -         (65,081)        (65,081)
__________________________________________________________________________________________________________________________________

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

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

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

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

Options issued - 1,500,000 - May 9, 2007 (Note 5)                  -            -         965,671               -         965,671

Net loss for the year                                              -            -               -      (9,887,736)     (9,887,736)
__________________________________________________________________________________________________________________________________

Balance, May 31, 2006                                      41,200,000    $ 41,200     $ 8,498,638   $ (10,024,490)   $ (1,484,652)
==================================================================================================================================

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

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

                            STATEMENTS OF CASH FLOWS

                                                                                                                  Cumulative
                                                                                                                 results from
                                                                                    Year           Year          April 5, 2004
                                                                                    ended          ended        (inception) to
                                                                                   May 31,        May 31,           May 31,
                                                                                     2007           2006              2007
_________________________________________________________________________________________________________________________________


<S>                                                                             <C>                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                      $   (9,887,736)    $  (65,081)     $ (10,024,490)
  Adjustments to reconcile net loss to net cash used in operating activities:
      Non-cash mineral property expenditures                                         7,400,000              -          7,400,000
      Stock-based compensation                                                         965,671              -            965,671
      Accrued interest on shareholder's loan                                            11,390              -            11,390
    Changes in operating assets and liabilities:
      Accounts receivable                                                                    -              -                  -
      Prepaid expenses                                                                       -          8,375                  -
      Due to related parties                                                            30,701          7,285             47,500
     Accounts payable and accrued liabilities                                        1,008,840        (40,827)         1,028,011
_________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                                 (471,134)       (90,248)          (571,918)
_________________________________________________________________________________________________________________________________


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale of common stock                                                           -        100,000            174,167
   Proceeds from shareholder advances                                                  403,500              -            403,500
   Repayments to related parties                                                             -            (73)                 -
_________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                              403,500         99,927            577,667
_________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                                        (67,634)         9,679              5,749

CASH, BEGINNING                                                                         73,383         63,704                  -
_________________________________________________________________________________________________________________________________

CASH, ENDING                                                                    $        5,749     $   73,383      $       5,749
============================================================================== ================ ============== ==================


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

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


    The accompanying notes are an integral part of these financial statements

<PAGE>


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

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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

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

GOING CONCERN
To date the Company has generated minimal revenues from its business  operations
and has incurred operating losses since inception of $10,024,490.  As at May 31,
2007,  the  Company has a working  capital  deficit of  $1,484,652.  The Company
requires  additional  funding  to meet its  ongoing  obligations  and  operating
losses.  The ability of the Company to continue as a going  concern is dependant
on raising  capital to fund its initial  business plan and  ultimately to attain
profitable operations.  Accordingly, these factors raise substantial doubt as to
the Company's  ability to continue as a going  concern.  The Company  intends to
continue to fund its mineral  exploration  business by way of private placements
and advances from related parties as may be required.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

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

USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  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.  Actual results could differ
from those estimates.  Significant  areas requiring  management's  estimates and
assumptions  are determining  the fair value of  transactions  involving  common
stock, and stock options.  Other areas requiring  estimates include deferred tax
balances, valuation allowances, allocations of expenditures to resource property
interests and asset impairment tests.

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

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

<PAGE>


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

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

Mineral property exploration costs are expensed as incurred.

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

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

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

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

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

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of  operations.  To May 31, 2007 any potential  costs relating to the
ultimate  disposition of the Company's  mineral property  interests have not yet
been determinable.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at May 31, 2007 the Company had net  operating  loss
carry forwards.  However,  due to the uncertainty of realization the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these loss carryforwards.

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

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

<PAGE>

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

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

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

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

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

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

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

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates the

<PAGE>

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

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

characterization of declines in fair value as impairments or direct write-downs.
SFAS No. 156 is  effective  for an entity's  first fiscal year  beginning  after
September 15, 2006.  This  adoption of this  statement is not expected to have a
significant  effect on the  Company's  future  reported  financial  position  or
results of operations.

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

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

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

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

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

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

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

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

<PAGE>

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

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

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

     1.   The sum of $100,000 in cash (paid).
     2.   4,000,000  common  shares of the Company to be issued and delivered to
          Petaquilla  within five  business days from the execution and delivery
          of the Option  Agreement.  On December  1, 2006 the Company  issued to
          Petaquilla  4,000,000  common shares from the treasury of the Company,
          at which  time  Petaquilla  became a  significant  shareholder  of the
          Company.  The  estimated  fair  value  of  the  4,000,000  shares  was
          $7,400,000 and has been recorded as mineral property  expenditures and
          included in operating results for the year ended May 31, 2007.
     3.   An additional  $200,000 in cash and  exploration  expenditures  of not
          less than  $1,000,000  to be incurred and paid,  both on or before May
          31, 2007. An additional $300,000 in cash and exploration  expenditures
          of not less than $3,000,000 to be incurred and paid, both on or before
          May 31, 2008.
     4.   Cumulative exploration  expenditures of not less than $6,000,000 to be
          incurred  and paid on or before  May 31,  2009.  Subject  to the prior
          exercise of the First  Option,  and in  accordance  with the terms and
          conditions  of the  Option  Agreement,  Petaquilla  has  therein  also
          granted to the Company  the  exclusive  right and further  option (the
          "Second Option") to increase the Company's  undivided  interest in the
          property  from 60% to 70% by  incurring  and paying for an  additional
          $3,000,000  in  exploration  expenditures  during the  period  between
          exercise of the First Option and May 31, 2010.
     5.   During the term of the Option  Agreement  Petaquilla  is  entitled  to
          nominate up to 40% of the total number of directors of the Company.
     6.   In  addition,  the Company is to  establish a stock  option plan which
          allocates  not less than 15% of the then issued  shares in the capital
          of the  Company  for the  granting  of  options  and  shall  grant  to
          Petaquilla,  or its nominees stock options equal in number to not less
          than one-third of the number of options allocated under such plan.

On January 30, 2007 the Company was alerted to a news  release  from  Petaquilla
that it had resolved to rescind its Property Option  Agreement with the Company.
The Company has disputed the alleged  rescission and advised Petaquilla that the
Option is in good  standing.  Consequently,  on February 13, 2007 the Company in
accordance  with  the  provisions  of the  Agreement,  and as a  consequence  of
Petaquilla's  purported  rescission  of the  Agreement,  filed a notice with the
British   Columbia   International   Commercial   Arbitration   Centre   seeking
arbitration.  On March 5, 2007 the Company filed its Statement of Claim with the
arbitrators seeking specific  performance of the Agreement and damages. On April
10, 2007  Petaquilla  filed a Statement  of  Defence.  The parties are  awaiting
formal arbitration proceedings and accordingly the outcome of the arbitration is
presently not determinable. Accordingly, no further amounts have been accrued in
the financial statements relating to this agreement.

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

Under the terms of the Property Option  Agreement,  and in order to exercise its
Option to acquire the properties,  the Company is required to make the following
non-refundable  cash  payments to St. Elias  totaling  $350,000 in the following
manner:
     1.   Payment of $50,000 in cash (paid)
     2.   The second  payment of $100,000  is due on or before the  twelve-month
          anniversary of the signing of the Property Option Agreement.
     3.   The third  payment of $200,000 cash and 50,000 shares of the Company's
          common stock are due on or before the twenty-fourth-month  anniversary
          of the signing of the Property Option Agreement.

The Company is also required to incur exploration  costs totaling  $2,500,000 as
follows:
     1.   expenditures  of  $500,000  are to be incurred on or before the twelve
          month anniversary of the signing of the Property Option Agreement.
     2.   expenditures  of  $750,000  are to be incurred on or before the twenty
          fourth  month  anniversary  of  the  signing  of the  Property  Option
          Agreement; and

<PAGE>

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

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(C) VILCORO GOLD PROPERTY (CONTINUED)

     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 recovered
its  production  costs,  after which the cash flow will be allocated  66% to the
Company and 34% to St. Elias.

(D)      ALLIED MINERAL PROPERTY

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

         Under the terms of the Agreement,  the Company was granted a forty five
day due diligence  period  starting on the effective date of the Agreement which
has  subsequently  been extended  twice, on June 12, 2007 and August 7, 2007. If
the  Company  does not  provide  Allied  with  written  notice to  proceed  (the
"Notice") the Agreement shall be terminated.

         If the Company  provides  Allied with written notice to proceed,  under
the terms of the  Agreement,  the Company will be deemed to have  exercised  the
Option,  and shall be entitled to an undivided initial 65% and economic interest
in and to the Property, provided that the Company:

     1.   Grants to Allied,  within five business days of the date of the notice
          to proceed  300,000 stock  options to acquire an equivalent  number of
          common shares of the Company, with the Share Options being exercisable
          for a period of three years from the grant date at an  exercise  price
          equal to the five-day  average  trading price of the Company's  shares
          preceeding the date of delivery of the notice to proceed; and
     2.   Fund  certain  expenditures  on the  Property  totaling  not less than
          $3,000,000 commencing after the Notice to Proceed is given.
     3.   Each of the  Company  and Allied  will have the right to  appoint  one
          representative to the Board of Directors of the other party.
     4.   The Company  will be the  operator of the Property and the Company and
          Allied will  establish a Management  Committee  to  determine  overall
          policies and  objectives  with a view to bringing  the  Property  into
          commercial production as a mine.
     5.   The  Company  will be required  to  contribute  100% of all costs with
          respect  to  the  Property.   Following   commencement  of  commercial
          production,  if any, the net profit  interests  will be 35% Allied and
          65% for the Company until such time a the Company has  recovered  175%
          of its  preproduction  and production  costs,  after which the Company
          shall be entitled to received  52% of all cash flow from the  Property
          and Allied  shall be entitled to receive 48% of all cash flow from the
          Property.
     6.   If and when the Company has  recovered  175% of its costs as set forth
          in item 5 and  commercial  production  reaches  250  tons  of  mineral
          product per day, the Company will issue to the order and  direction of
          Allied 250,000 fully paid and non-assessable shares from the Company's
          treasury.

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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


<PAGE>

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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

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

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

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

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

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

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

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

On May 9,  2007  the  Company  granted  1,500,000  stock  options  to  officers,
directors and consultants of the Company at $1.00 per share.  All options vested
immediately  upon date of grant.  The term of these  options are ten years.  The
total fair value of these  options  at the date of grant was  $965,671,  and was
estimated using the Black-Scholes  option pricing model with an expected life of
3 years, a risk free interest rate of 4.49%, a dividend yield of 0% and expected
volatility  of 164% and has been  recorded as stock based  compensation  expense
during the year ended May 31, 2007.  The  intrinsic  value of all stock  options
outstanding as of May 31, 2007 was $840,000.

A summary of the Company's  stock options as of May 31, 2007 and changes  during
the period ended is presented below:  There were 1,500,000 stock options granted
in fiscal 2007.

<TABLE>
<CAPTION>

_______________________________________________________________________________________________________________________________
                                          Number of Options    Weighted average exercise       Weighted average remaining
                                                                  Price per share              Contractual life (in years)
_______________________________________________________________________________________________________________________________
<S>                                           <C>                        <C>                              <C>
Outstanding at May 31, 2005                       -                        -                                -
_______________________________________________________________________________________________________________________________
Granted                                           -                        -                                -
_______________________________________________________________________________________________________________________________
Exercised                                         -                        -                                -
_______________________________________________________________________________________________________________________________
Outstanding at May 31, 2006                       -                        -                                -
_______________________________________________________________________________________________________________________________
Granted                                       1,500,000                    -                                -
_______________________________________________________________________________________________________________________________
Exercised                                         -                        -                                -
_______________________________________________________________________________________________________________________________
OUTSTANDING AT MAY 31, 2007                   1,500,000                  $1.00                            9.90
_______________________________________________________________________________________________________________________________

</TABLE>



<PAGE>

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


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

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

MANAGEMENT FEES
During the year ended May 31,  2007,  the Company paid  officers  and  directors
$57,747 for management and director fees (2006 -$nil).  Of this amount  $$47,500
was still owed to the officers  and  directors as of May 31, 2007 (2006 - $nil).
Directors and officers  were also granted  1,100,000  stock options  valued at a
total of $708,160. (See Note 5)


NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006 a significant  shareholder of the Company advanced $100,000
to Petaquilla on behalf of the Company (Refer to Note 3). Additional advances of
$303,500 were received by the Company during the year ended May 31, 2007.  These
amounts are unsecured,  bear interest at 10% per annum, and have no set terms of
repayment.  The total amount  outstanding as of May 31, 2007  including  accrued
interest is $414,890  (2006 - $nil).  Subsequent  to May 31, 2007 an  additional
$125,000  was  advanced  by the  same  shareholder  under  the  same  terms  and
conditions.

NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting  purposes.  As of May 31,
2007,  the  Company  had net  operating  loss carry  forwards  of  approximately
$9,058,000  that may be available to reduce future years' taxable income through
2026.  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 Company  reviews its  valuation  allowance  requirements  on an annual basis
based on projected future operations.  When circumstances change and this causes
a change in management's judgment about the recoverability of future tax assets,
the impact of the change on the  valuation  allowance is generally  reflected in
current income.

A  reconciliation  of income tax computed at the federal and state statutory tax
rates and the Company's effective tax rate is as follows:

<TABLE>
<CAPTION>

                                                                                   Year ended              Year ended
                                                                                  May 31, 2007            May 31, 2006
____________________________________________________________________________________________________________________________

<S>                                                                                           <C>                     <C>
Federal income tax provision at statutory rate                                                35.0%                   35.0%
____________________________________________________________________________________________________________________________

Total income tax provision                                                                    35.0%                   35.0%
____________________________________________________________________________________________________________________________

</TABLE>


<PAGE>


<PAGE>

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

NOTE 8 - INCOME TAXES (CONTINUED)
________________________________________________________________________________

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:

<TABLE>
<CAPTION>

                                                                                      2007                    2006
____________________________________________________________________________________________________________________________

<S>                                                                               <C>                      <C>
Loss before income taxes                                                          $     (9,887,736)        $      (65,081)
Corporate tax rate                                                                           35.00%                 35.00%
____________________________________________________________________________________________________________________________

Expected tax expense (recovery)                                                         (3,460,708)               (22,778)

Decrease resulting from:
   Non-deductible stock option expenses                                                    337,985                      -
   Valuation allowance                                                                   3,125,723                 22,778
____________________________________________________________________________________________________________________________
Future income tax provision (recovery)                                            $              -         $            -
____________________________________________________________________________________________________________________________

<CAPTION>

The Company's deferred tax asset is as follows:

                                                                                      2007                    2006
____________________________________________________________________________________________________________________________

<S>                                                                               <C>                      <C>
Long-term deferred tax asset
   Net operating loss carry forwards                                              $      3,170,300         $       47,950
Valuation allowance                                                                     (3,170,300)               (47,950)
____________________________________________________________________________________________________________________________
                                                                                  $              -         $            -
____________________________________________________________________________________________________________________________

</TABLE>

As the criteria for  recognizing  future income tax assets have not been met due
to the  uncertainty  of  realization,  a  valuation  allowance  of 100% has been
recorded for the current and prior year.


NOTE 9 - SUBSEQUENT EVENTS
________________________________________________________________________________

The  Company  is in the  process  of  raising  funds  under a private  placement
financing.  Units are being offered at $1.00 per share and 1 warrant exercisable
at $1.50 for twelve months. To date the Company has received $400,000.



<PAGE>

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

On  August  11,  2007,  our  Board of  Directors  approved  and  authorized  the
engagement  of the services of Dale Matheson  Carr-Hilton  LaBonte LLP Chartered
Accountants  ("DMCL") as the independent  registered public accounting firm. The
address for DMCL is 1140 West Pender  Street,  Suite  1500,  Vancouver,  British
Columbia, Canada V6E 4G1.

We did not previously contact DMCL prior to its engagement regarding application
of accounting principles to a specific completed or contemplated transaction, or
the type of audit  opinion that might be rendered on our  financial  statements,
and  neither  written  nor oral  advice  was sought by us from DMCL prior to its
engagement regarding an important factor considered by us in reaching a decision
as to the accounting, auditing or financial reporting issue.
ITEM 8A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management,  including Marcus Johnson, our President/Chief Executive Officer
("CEO")  and D.  Bruce  Horton,  our Chief  Financial  Officer  ("CFO"),  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of May 31, 2007.  Based on that  evaluation,  Messrs.  Johnson and
Horton  concluded that our disclosure  controls and procedures were effective as
of such date to ensure that information  required to be disclosed in the reports
that  we file  or  submit  under  the  Exchange  Act,  is  recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers also  confirmed  that there was no change in our internal
control  over  financial  reporting  during the year ended May 31, 2007 that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

AUDIT COMMITTEE

The Board of Directors has  established an audit  committee.  The members of the
audit  committee are Mr. Marcus Johnson,  and Mr. Steven Jewett.  One of the two
members of the audit  committee  are  "independent"  within the  meaning of Rule
10A-3 under the Exchange  Act. The audit  committee was organized on October 20,
2006 and operates under a written charter adopted by our Board of Directors.

The audit  committee  has reviewed and  discussed  with  management  our audited
financial  statements  as of and for fiscal year ended May 31,  2007.  The audit
committee  has also  discussed  with Dale Matheson  Carr-Hilton  LaBonte LLP the
matters  required to be discussed by  Statement  on Auditing  Standards  No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public  Accountants.  The audit committee
has  received  and  reviewed  the written  disclosures  and the letter from Dale
Matheson  Carr-Hilton  LaBonte LLP  required  by  Independence  Standards  Board
Standard No. 1, Independence Discussions with Audit Committees,  as amended, and
has discussed with Dale Matheson Carr-Hilton LaBonte LLP their independence.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of  Directors  that the audited  financial  statements
referred to above be included in our Quarterly  Report on Form 10-KSB for fiscal
year ended May 31, 2007 filed with the Securities and Exchange Commission.

ITEM 8B. OTHER INFORMATION

Not applicable.


<PAGE>

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

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

As of the date of this Annual Report our directors and executive officers, their
ages, positions held are as follows:

NAME                    AGE             POSITION WITH THE COMPANY

Marcus Johnson          58              President/Chief Executive Officer
                                        and a Director

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

Steve Jewett            68              Director

Duncan Bain             52              Director

Mark Campbell           49              Director

Stacey  Kivel           40              Director

The  following  describes  the business  experience of each of our directors and
executive officers, including other directorships held in reporting companies:

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

D.  BRUCE  HORTON.  D.  Bruce  Horton  has  been  our  Secretary/Treasurer/Chief
Financial  Officer and a director since March 2006.  During the past five years,
Mr. Horton has been active in the financial arena in both the private and public
sectors as an accountant and financial management consultant with an emphasis on
corporate  financial  reporting,  financing  and tax  planning.  Mr.  Horton has
specialized in corporate  management,  re-organization,  merger and acquisition,

<PAGE>

international tax structuring,  and public and private financing for over thirty
years.  From 1972 through 1986, Mr. Horton was a partner in a public  accounting
firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage  Corporation,
of which he was a director  and chief  financial  officer  from June 1986 to May
1997. He is a principal in Calneva  Financial Ltd. that provides  accounting and
financial management  consulting services as well as investment banking services
focusing on venture capital  opportunities  in Asia. Mr. Horton is also director
and audit  committee  member to Morgan Creek Energy Corp.  and is president  and
director of Nu-Mex Uranium, Corp.

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

DUNCAN BAIN.  Duncan Bain has been a director since May 2007. Mr. Bain graduated
from  University  of Western  Ontario in 1977 with a B.Sc.  in  geology.  He has
practiced  as an  exploration  and mine  geologist  for 30 years in a number  of
countries,  including Canada,  Colombia, Peru, Mexico, the United States, China,
New Guinea,  Portugal and Saudi Arabia. Mr. Bain formed his own consulting firm,
Duncan  Bain  Consulting  Ltd.,  in 1986,  and he has  designed,  budgeted,  and
supervised   exploration   programs  that  included  airborne  and  ground-based
geophysics,  mapping,  geochemical  sampling  and both  surface and  underground
drilling  programs.   Mr.  Bain  holds  a  Professional   Geoscientist  (P.Geo.)
designation,  is a Fellow of the  Geological  Association  of  Canada,  and is a
member of the  Prospectors  and Developers  Association  of Canada.  Since March
2006,  Mr.  Bain  has  served  as a  director  of Tao  Minerals  Ltd.,  a Nevada
corporation  that is publicly  traded on the OTCBB. He is also a director of St.
Elias Mines Ltd., a Canadian  junior  resource  company  based in Canada that is
publicly traded on the TSX Venture  Exchange.  He is currently in the process of
completing  a  Ph.D.  in  geology  while  continuing  to  act  as  a  geological
consultant.

MARK CAMPBELL.  Mark Campbell has been a director since June 2007. Mr.  Campbell
is also an executive  vice  president  and founder of Rodeo  Resources,  Inc., a
privately owned oil and gas  exploration  company with natural gas operations in
Cameroon,  Africa.  In addition,  he  currently  sits on the board of Texas Star
Petroleum, a privately owned company.  Previously,  Mr. Campbell was founder and
chief  executive  officer of Frontier  Drilling and Oilfield  Services  based in
Cairo,  Egypt,  which had oilfield service  operations  throughout  Africa.  Mr.
Campbell was an advisor to Centamin Resources, a gold mining company focusing on
opportunities  in  Egypt.  He was also a  principal  of T.  Hoare &  Company,  a
corporate  broker with its primary focus on oil, gas and mining.  Over his broad
career,  Mr. Campbell spent seven years as head of Asian Capital Markets for the
international  brokerage  firm of Lehman  Brothers,  headed  the  Asian  capital
markets   section  for  Chase  Manhattan  Asia,  and  was  head  of  convertible
bonds/capital markets at Solomon Brothers International.

STACEY  KIVEL.  Ms.  Kivel  has been a memebr of our  Board of  Directors  since
February 7, 2007 and  previously was our President and Chief  Executive  Officer
until her recent reisgnation.  Ms. Kivel's previous experience involves her role
as  general   council,   particularly   in  the  areas  of  corporate   finance,
international   mining,   acquisitions,,   government  and  investor  relations,
corporate governance,  intellectual property,  media and communications.  She is

<PAGE>

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

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

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

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

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

TERM OF OFFICE

<PAGE>


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

SIGNIFICANT EMPLOYEES

There are no other significant  employees.  All services are provided to us on a
consulting basis.

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, 2007.

ITEM 10. EXECUTIVE COMPENSATION

During  fiscal year ended May 31, 2007,  with the exception of Ms. Stacey Kivel,
none of our  directors  or  officers  received an annual  salary and bonus.  Our
officers and directors may be reimbursed for any out-of-pocket expenses incurred
by them on our behalf. We presently have no pension, health, annuity, insurance,
profit sharing or similar benefit plans.

<PAGE>
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

___________________________________________________________________________________________________________________________________
                                                                           NON-EQUITY     NON-QUALIFIED     ALL OTHER
                                                                         INCENTIVE PLAN      DEFERRED     COMPENSATION
                                                                          COMPENSATION     COMPENSATION
                                                 STOCK       OPTION                          EARNINGS
NAME AND  PRINCIPAL          SALARY     BONUS      AWARDS    AWARDS                                                       TOTAL
POSITION             YEAR      ($)       ($)        ($)       ($) (1)         ($)              ($)             ($)         ($)
___________________________________________________________________________________________________________________________________
<S>                  <C>     <C>         <C>        <C>       <C>             <C>              <C>             <C>       <C>
Marcus Johnson,
President and CEO    2007    $42,500     -0-        -0-       $64,380         ---              ---             ---       $106,880
___________________________________________________________________________________________________________________________________

Stacey Kivel,
Prior
President/Chief
Executive Officer    2007      -0-       -0-        -0-      $321,900         ---              ---             ---       $321,900
___________________________________________________________________________________________________________________________________

D. Bruce Horton,
Treasurer/Chief
Financial Officer    2007     $-0-       -0-        -0-       $64,380         ---              ---             ---        $64,380
___________________________________________________________________________________________________________________________________

</TABLE>

(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.

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MAY 31, 2007

The  following  table sets forth  information  as at May 31,  2007  relating  to
options that have been granted to the Named Executive Officers:

<PAGE>


<TABLE>
<CAPTION>

                                                     OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                                        OPTION AWARDS                                                       STOCK AWARDS
                                                                                                                  Equity
                                                   Equity                                              Market     Incentive Plan
                    Number of       Number of      Incentive Plan                          Number of   Value of   Awards: Number
                    Securities      Securities     Awards: Number                          Shares or   Shares or  of Unearned
                    Underlying      Underlying     of Securities                           Units of    Units of   Shares, Units
                    Unexercised     Unexercised    Underlying       Option    Option       Stock That  Stock      or Other
                    Options         Options        Unexercised      Exercise  Expiration   Have Not    That Have  Rights That
                    Exercisable     Unexercisable  Unearned Options Price     Date         Vested      Not Vested Have Not Vested
Name                    (#)             (#)            (#)            ($)         (#)        ($)         (#)             (#)
<S>                  <C>                  <C>         <C>            <C>       <C>          <C>         <C>         <C>
Marcus Johnson       100,000              -0-         -0-            1.00      May 9, 2017  -0-         -0-         -0-
President/CEO
D. Bruce Horton      100,000              -0-         -0-            1.00      May 9, 2017  -0-         -0-         -0-
Treasurer/CFO
Stacey Kivel/Prior   500,000              -0-         -0-            1.00      May 9, 2007  -0-         -0-         -0-
President/CEO

<CAPTION>

                    Equity Incentive
                    Plan Awards:
                    Market or Payout
                    Value of
                    Unearned Shares,
                    Units or Other
                    Rights That Have
Name                Not Vested
<S>                      <C>
Marcus Johnson
President/CEO            -0-
D. Bruce Horton
Treasurer/CFO            -0-
Stacey Kivel/Prior
President/CEO            -0-


</TABLE>

DIRECTOR COMPENSATION TABLE

During  fiscal  year  ended May 31,  2007,  certain  of our  directors  received
compensation for their services rendered as a member of our Board of Directors.

<TABLE>
<CAPTION>

                                                                              Change in
                                                                              Pension
                                                                              Value and
                       Fees                                 Non-Equity        Nonqualified
                       Earned or                            Incentive         Deferred             All
                       Paid in        Stock     Option      Plan              Compensation        Other
                       Cash           Awards    Awards      Compensation      Earnings         Compensation     Total
Name                     ($)           ($)        ($)(1)          ($)             ($)               ($)           ($)
<S>                        <C>           <C>      <C>            <C>               <C>              <C>            <C>
Marcus Johnson            -0-           -0-       (2)           -0-               -0-              -0-            -0-
Terence F. Schorn         -0-           -0-       -0-           -0-               -0-              -0-            -0-
Stacey Kivel              $15,185.50    -0-       (2)           -0-               -0-              -0-            $15,185.50
D. Bruce Horton           -0-           -0-       (2)           -0-               -0-              -0-            -0-
Steve Jewett              -0-           -0-       $64,380       -0-               -0-              -0-            $64,380
Duncan Bain               -0-           -0-       $64,380       -0-               -0-              -0-            $64,380

</TABLE>

(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.
(2)  Stock Options granted as reflected above in the Summary  Compensation Table
     for services rendered in accordance with executive positions.

<PAGE>

EMPLOYMENT AND CONSULTING AGREEMENTS

During  fiscal year ended May 31, 2007,  we entered  into an executive  services
agreement  dated May 24, 2007 with Stacey Kivel,  our prior  President and Chief
Executive Officer,  as described below. As of the date of this Annual Report, we
have not entered into any other  employment  or consulting  agreements  with our
Named Executive Officers or directors.

EXECUTIVE SERVICES AGREEMENT

On May 24, 2007,  we entered into an executive  services  agreement  with Stacey
Kivel (the "Executive Services Agreement"). Pursuant to the terms and provisions
of  the  Executive  Services  Agreement:  (i)  Ms.  Kivel  agreed  to act as our
President and Chief Executive  Officer on a full-time  basis;  (ii) we agreed to
pay a gross  monthly  salary of  $25,000,  which was to be incurred on an annual
basis; (iii) Ms. Kivel was entitled to a $5,000 monthly director's fee; (iv) Ms.
Kivel was entitled to an annual  incentive  bonus as  determined by the Board of
Directors as well as certain  other  benefits as provided  therein;  and (v) Ms.
Kivel was entitled to 500,000  stock  options to acquire  500,000  shares of our
common stock at an exercise price of $1.00 per share exercisable for a period of
ten years. The Executive  Services Agreement could be terminated by either party
without  cause upon 180 days prior  written  notice or by either  party upon ten
days prior written  notice in the event of the other  party's  failure to either
cure a material breach,  willfully  non-comply with its  obligations;  engage in
fraud or serious misconduct, or bankruptcy.

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

COMPENSATION OF DIRECTORS

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

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

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 41,200,000 shares of common stock issued and outstanding.

<PAGE>

<TABLE>
<CAPTION>


NAME AND ADDRESS OF BENEFICIAL OWNER(1)        NUMBER OF SHARES OWNED(1)            PERCENTAGE OF CLASS(1)
DIRECTORS AND OFFICERS:

<S>                                                  <C>                                    <C>
Marcus Johnson                                       6,600,000 (2)                           15.98%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

D. Bruce Horton                                        100,000 (3)                           0.002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Steve Jewett                                           100,000 (3)                           0.002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Duncan Bain                                            100,000(3)                           0.0002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Mark Campbell                                          200,000 (4)                           0.004%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Stacey Kivel                                           500,000 (5)                            0.01%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

All executive officers and directors
as a group (6 persons)                               7,600,000 (6)                           17.96%


MAJOR SHAREHOLDERS:
Petaquilla Minerals, Ltd.                            4,000,000                                9.71%
410 - 475 West Georgia Street
Vancouver, British Columbia, Canada V6B 4M9

</TABLE>

     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   41,200,000   shares  issued  and
          outstanding.

<PAGE>

     2.   This figure includes: (i) 6,500,000 shares of restricted common stock;
          and (ii) 100,000  stock  options  which are  exercisable  at $1.00 per
          share expiring May 9, 2017 to acquire 100,000 shares of common stock.
     3.   This figure  includes  100,000 stock options which are  exercisable at
          $1.00 per share  expiring on May 9, 2017 to acquire  100,000 shares of
          common stock.
     4.   This figure  includes  200,000 stock options which are  exercisable at
          $1.00 per share  expiring on May 9, 2017 to acquire  200,000 shares of
          common stock.
     5.   This figure  includes  500,000 stock options which are  exercisable at
          $1.00 per share  expiring on May 9, 2017 to acquire  500,000 shares of
          common stock.
     6.   This figure includes: 6,500,000 shares of restricted common stock; and
          1,100,000  stock  options  which  are  exercisable  at $1.00 per share
          expiring on May 9, 2017 to acquire 1,100,000 shares of common stock.

CHANGES IN CONTROL

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

ITEM  12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
COMPENSATION

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

     o    A company which is owned by one of our  significant  shareholders  was
          owed $16,799 for consulting and  sub-contracts  on land  stabilization
          programs,  which were provided  during fiscal year ended May 31, 2005.
          On November 15, 2006, the amount was waived by the shareholder and has
          been recorded as a recovery of consulting fees. The amount payable was
          unsecured, non-interest bearing and had no set terms of repayment.
     o    During  fiscal year ended May 31,  2007,  we incurred an  aggregate of
          $57,747 in management  fees to our officers and  directors.  As of May
          31, 2007, this amount remained due and owing.

ITEM 13. EXHIBITS

The following exhibits are filed with this Annual Report on Form 10-KSB:

EXHIBIT
NUMBER         DESCRIPTION OF EXHIBIT

3.1            Articles of Incorporation((1))

3.2            Bylaws(1)

<PAGE>

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)

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 Act

33.3           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.

<PAGE>

(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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2007, we incurred approximately $40,274 in fees
to our principal  independent  accountant for professional  services rendered in
connection with the audit of our financial  statements for fiscal year ended May
31, 2007 and for the review of our financial  statements  for the quarters ended
August 31, 2006, November 30, 2006, and February 28, 2007.

During  fiscal  year  ended May 31,  2007,  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.

SIGNATURES

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


                                                GENEVA RESOURCES INC.


Dated: September 14, 2007                       By: /s/ MARCUS JOHNSON
                                                __________________________
                                                        Marcus Johnson,
                                                        President/Chief
                                                        Executive Officer



Dated: September 14, 2007                       By: /s/ D. BRUCE HORTON

                                                __________________________
                                                        D. Bruce Horton,
                                                        Chief Financial Officer