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


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, 2009


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


                For the transition period from ______ to _______


                           COMMISSION FILE NO. 0-51583


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


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


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


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


Securities registered pursuant to Section         Name of each exchange on which
            12(b) of the Act:                              registered:
                  NONE


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

                              COMMON STOCK, $0.001
                              ____________________
                                (Title of Class)


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

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

                             Yes [X]     No [ ]


<PAGE>


Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files.

                             Yes [ ]     No [ ]

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

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. August 31, 2009: $2,312,212

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                       N/A

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

Class                                          Outstanding as of August 31, 2009
Common Stock, $0.001                                      38,536,862

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                       N/A

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


                                      -2-


<PAGE>


                             GENEVA RESOURCES, INC.
                                    FORM 10-K

INDEX

Item 1.   Business                                                             4

Item 1A.  Risk Factors                                                        10

Item 2.   Properties                                                          19

Item 3.   Legal Proceedings                                                   19

Item 4.   Submission of Matters to a Vote of Security Holders                 21

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

Item 6.   Selected Financial Data                                             24

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation                                                26

Item 8.   Financial Statements and Supplemental Data                          34

Item 9.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure                                                50

Item 9A.  Controls and Procedures                                             50

Item 9B.  Other Information                                                   51

Item 10.  Directors, Executive Officers and Corporate Governance              51

Item 11.  Executive Compensation                                              54

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     55

Item 13.  Certain Relationships and Related Transactions and Director
          Independence                                                        57

Item 14.  Principal Accountant Fees and Services                              57

Item 15.  Exhibits and Financial Statement Schedules                          57


                                      -3-


<PAGE>


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

AVAILABLE INFORMATION

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


PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name  "Revelstoke  Industries,  Inc." for the purpose of
reclaiming and  stabilizing  land in  preparation  for  construction  in Canada.
Effective  November  27,  2006,  we  changed  our name to "Geneva  Gold  Corp.".
Subsequently,  effective  February  28,  2007,  we  changed  our name to "Geneva
Resources,  Inc.".  We are currently  engaged in the business of  exploration of
precious metals with a focus on the exploration and development of gold deposits
in North  America  and  internationally.  The  shares of common  stock of Geneva
Resources  Inc.  trade on the  Over-the-Counter  Bulletin Board under the symbol
"GVRS:OB".

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


                                      -4-


<PAGE>


TRANSFER AGENT

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

CURRENT BUSINESS OPERATIONS

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

MINERAL PROPERTIES

VILCORO GOLD PROPERTY

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

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

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

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


                                      -5-


<PAGE>


In accordance with the terms and provisions of the Vilcoro Option Agreement,  we
were further required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month  anniversary  of execution of the Vilcoro
Option  Agreement  (which as of the date of this Report have been  issued);  and
(ii) incur costs totaling  $2,5000,000 as follows:  (a) expenditures of $500,000
were to be incurred on or before the  12-month  anniversary  of execution of the
Vilcoro  Option  Agreement of which $551,000 had been advanced from inception of
the  agreement  until  the date of this  Report  (which  date  was  subsequently
extended  indefinitely based on the June 2008 Extension  Agreement);  (b) second
expenditure of $750,000 was to be incurred on or before the 24-month anniversary
of execution of the Vilcoro  Option  Agreement;  and (iii) third  expenditure of
$1,250,000 was to be incurred on or before the 36-month anniversary of execution
of the Vilcoro Option Agreement.

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

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

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


                                      -6-


<PAGE>


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

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

On December  23,  2008, a statement of defense was filed by St. Elias and Brophy
denying the majority of the allegations made by us in our Statement of Claim. In
addition,  St. Elias and Brophy also filed a counter  claim against us for abuse
of process and punitive damages.  All allegations of by us, St. Elias and Brophy
remain to be proved in court. See "Item 3. Legal Proceedings."

SAN JUAN  PROPERTY

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

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

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


                                      -7-


<PAGE>


During fiscal year ended May 31, 2009,  the Company  received the 100,000 shares
receivable from Petaquilla,  previously  valued at $270,000.  The 100,000 shares
received had an estimated  fair value of $55,000 ($0.55 per share) as of May 31,
2009.

PROPOSED FUTURE BUSINESS OPERATIONS

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

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

DEVELOPMENT OF MINERAL PROPERTIES

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

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

     o    Review all available information and studies.

     o    Digitize all available factual information.

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

     o    Determine feasibility and amenability of extracting the minerals.

     o    Create investor communications materials, corporate identity.

     o    Raise funding for mineral development.


                                      -8-


<PAGE>


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.

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


                                      -9-


<PAGE>


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.


ITEM 1A. RISK FACTORS

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

RISKS RELATED TO OUR BUSINESS

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

We will  require  significant  additional  financing  in order to  continue  our
exploration  activities and our  assessment of the  commercial  viability of our
precious metal and mineral properties in Peru. Furthermore,  if the costs of our
planned exploration  programs are greater than anticipated,  we may have to seek
additional funds through public or private share offerings or arrangements  with
corporate partners.  There can be no assurance that we will be successful in our
efforts to raise  these  required  funds,  or on terms  satisfactory  to us. The


                                      -10-


<PAGE>


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,
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;


                                      -11-


<PAGE>


     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 09-8 widely;  and government  regulations,  including,  without
limitation,  regulations relating to prices, taxes, royalties, land tenure, land
use,  importing and exporting of minerals and environmental  protection.  We may
invest significant  capital and resources in exploration  activities and abandon
such investments if it is unable to identify  commercially  exploitable  mineral
reserves.  The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any  assurance to  investors  that we will  discover or acquire any  mineralized
material in sufficient quantities on any of our properties to justify commercial
operations.  Further,  we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially  recoverable quantities
of precious metals or minerals on our properties.

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

In considering  whether to invest in our common stock,  you should consider that
our  inception  was  April 5,  2004  and,  as a  result,  there is only  limited
historical financial and operating  information  available on which to base your
evaluation of our performance.  In addition,  we 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  comprehensive
losses totaling $7,045,821 from April 5, 2004 (inception) to May 31, 2009. As of
May  31,  2009,  we  had an  accumulated  deficit  of  $6,830,821  and  incurred
comprehensivelosses  of $907,865 during fiscal year ended May 31, 2009. Further,
we do not expect positive cash flow from  operations in the near term.  There is
no assurance that actual cash  requirements  will not exceed our  estimates.  In
particular,  additional capital may be required in the event that: (i) the costs
to acquire  additional  mineral  exploration  claims are more than we  currently
anticipate; (ii) exploration and or future potential mining costs for additional
claims increase  beyond our  expectations;  or (iii) we encounter  greater costs
associated with general and administrative expenses or offering costs.


                                      -12-


<PAGE>


         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  years ended May 31, 2009 and May 31,
2008 have been  prepared  "assuming  that the Company  will  continue as a going
concern,"  which  contemplates  that we will  realize our assets and satisfy our
liabilities and  commitments in the ordinary course of business.  Our ability to
continue as a going concern is dependent on raising  additional  capital to fund
our operations and ultimately on generating future profitable operations.  There
can be no assurance that we will be able to raise sufficient  additional capital
or eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find  alternative  sources of cash or generate
positive  cash flow from  operations,  our  business  and  shareholders  will be
materially  and adversely  affected.  See "Item 7.  Management's  Discussion and
Analysis of Financial Condition and Results of Operation - Going Concern."

         WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

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

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

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring
additional  properties,  some of the properties may not produce positive results
of  exploration,  or we may not complete  exploration of such  prospects  within
specified  time  periods,  which may cause the  forfeiture  of the lease in that
prospect.  There  can be no  assurance  that we  will  be  able to  successfully
integrate  acquired  properties,  which could  result in  substantial  costs and
delays  or  other  operational,   technical,  or  financial  problems.  Further,
acquisitions could disrupt ongoing business  operations.  If any of these events
occur,  it would have a material  adverse effect upon our operations and results
from operations.


                                      -13-


<PAGE>


         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
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.


                                      -14-


<PAGE>


         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 the  future  and this may  affect  our  ability  to  expand or  maintain  our
operations.

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

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


                                      -15-


<PAGE>


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 profitability.

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

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their  employment with us for any reason.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent  on the  continued  service  of Marcus  Johnson,  our  President/Chief
Executive  Officer  and 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,
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.


                                      -16-


<PAGE>


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

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

RISKS RELATED TO OUR COMMON STOCK

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

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

As of the date of this Annual Report,  we have 38,536,862 shares of common stock
issued and outstanding.  Of the total number of issued and outstanding shares of
common stock,  certain  stockholders  are able to resell  certain  shares of our
common stock pursuant to an SB-2 registration  statement  declared  effective on
November 18, 2005. As a result of this registration  statement,  an aggregate of
11,025,000  (post-forward  share split)  shares 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  Registrant's  Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities".

As of the date of this Annual Report, there are 8,475,071  outstanding shares of
our common stock that are restricted  securities as that term is defined in Rule
144 under the  Securities  Act.  Although the  Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions.

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

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

Our common stock commenced trading on approximately  December 1, 2006 on the OTC
Bulletin Board and the trading price has  fluctuated.  In addition to volatility
associated  with  Bulletin  Board  securities  in  general,  the  value  of your
investment could decline due to the impact of any of the following  factors upon
the  market  price of our  common  stock:  (i)  disappointing  results  from our


                                      -17-


<PAGE>


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
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


                                      -18-


<PAGE>


operations.  A reduction  in our ability to raise  equity  capital in the future
would have a material  adverse  effect upon our  business  plan and  operations,
including  our ability to continue  our current  operations.  If our stock price
declines,  we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

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

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


ITEM 2. DESCRIPTION OF PROPERTIES

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


ITEM 3. LEGAL PROCEEDINGS

STATEMENT OF CLAIM

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

The Statement of Claim alleges the following claims:  (i) in tort against Brophy
alleging  non-disclosure of material facts and complete and accurate information
relating to the  ownership of the Vilcoro  Property and to the  ownership of the
adjacent property, including failing to disclose that Brophy and his wife had an
interest in the Vilcoro Property and the adjacent property, which entitles us to
rescind the  Property  Option  Agreement  and return of an aggregate of $150,000
paid to St. Elias under the Property Option Agreement,  an aggregate of $486,000
paid in exploration  expenditures,  and 50,000 shares of our common stock issued
to St.  Elias;  (ii) breach of the  Property  Option  Agreement  relating to the


                                      -19-


<PAGE>


failure by St. Elias to provide to us all data and information in its possession
or under its control relating to St. Elias' exploration activities on and in the
vicinity of the Vilcoro  Properties;  and (iii) breach of the Technical Services
Agreement by failure of St. Elias to timely prepare and provide a budget or work
programs or to  expeditiously  advance the work on the  Vilcoro  Properties  and
diversion by St. Elias of money, time and resources.

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

PETAQUILLA OPTION AGREEMENT

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

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

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

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

As of May 31,  2008,  we  received  $100,000  and the  return  of the  4,000,000
restricted  shares  of  our  common  stock  with  an  estimated  fair  value  of
$5,440,000.  In addition,  we recorded the 100,000  common shares of Petaquilla,


                                      -20-


<PAGE>


with an estimated fair value of $270,000,  as accounts  receivable as of May 31,
2008. The total proceeds of $5,810,000 was included in amounts  recorded as gain
on settlements during 2008.

During fiscal year ended May 31, 2009,  the Company  received the 100,000 shares
receivable from Petaquilla,  previously  valued at $270,000.  The 100,000 shares
received had an estimated  fair value of $55,000 ($0.55 per share) as of May 31,
2009.

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

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


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

During  fiscal  year  ended May 31,  2009,  no  matters  were  submitted  to our
stockholders for approval.


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

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


                                      -21-


<PAGE>


        QUARTER ENDED                    HIGH BID                   LOW BID

     May 31, 2009                         $0.02                      $0.02
     February 28, 2009                    $0.04                      $0.03
     November 30, 2008                    $0.06                      $0.06
     August 31, 2008                      $0.35                      $0.35
     May 31, 2008                         $1.20                      $1.20
     February 29, 2008                    $1.20                      $1.15
     November 30, 2007                    $1.35                      $1.26
     August 31, 2007                      $1.47                      $1.40

As of August 31, 2009, 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

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

<TABLE>
<CAPTION>


EQUITY PLAN COMPENSATION INFORMATION


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

EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS

Not applicable

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS

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

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

</TABLE>


                                      -22-


<PAGE>


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

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

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

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


                                      -23-


<PAGE>


provisions  of the 2007  Plan,  the  Board  of  Directors  may  grant to any key
individuals  who are our  employees  eligible to receive  options  restricted or
unrestricted stock awards (collectively, "Stock Awards"), restricted stock units
("Units"),  stock  appreciation  rights ("SARs"),  and/or a dividend  equivalent
right ("Dividend Right").

During fiscal year ended May 31, 2009,  there were no options  granted under the
2007 Plan.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual  Report and during fiscal year ended May 31, 2009,
to provide capital, we sold stock in private placement  offerings,  issued stock
in exchange  for our debts or pursuant to  contractual  agreements  as set forth
below.

PRIVATE PLACEMENT OFFERING

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


ITEM 6. SELECTED FINANCIAL DATA

The following selected  financial  information is qualified by reference to, and
should  be read in  conjunction  with our  financial  statements  and the  notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operation"  contained elsewhere herein. The selected income statement
data for  fiscal  years  ended May 31,  2009 and May 31,  2008 and the  selected
balance  sheet data as of May 31,  2009 and May 31,  2008 are  derived  from our
audited consolidated financial statements which are included elsewhere herein.


                                      -24-


<PAGE>


                                                               FOR THE PERIOD
                                 FISCAL YEARS ENDED          FROM APRIL 5, 2004
                                  MAY 31, 2009 AND             (INCEPTION) TO
                                    MAY 31, 2008                MAY 31, 2009
                            ____________________________     __________________
STATEMENT OF
OPERATIONS DATA

REVENUES                    $       -0-      $       -0-        $     46,974

DIRECT COSTS                        -0-              -0-              56,481

GROSS MARGIN (LOSS)                 -0-              -0-              (9,507)

GENERAL AND
ADMINISTRATIVE EXPENSES

   Office and general       $    16,770      $    58,506        $    143,695
   Consulting fees              178,907          140,000             696,934
   Marketing expenses               -0-           18,495             894,738
   Management fees                    -          475,500           1,241,406
   Mineral property              90,000          550,452           8,258,312
     expenditures
   Professional fees            276,891          383,585             957,614

NET OPERATING LOSS             (562,568)      (1,626,538)        (12,202,206)

OTHER INCOME (EXPENSES)        (130,297)       5,513,072           5,371,385

NET INCOME (LOSS) FOR          (692,865)       3,886,534          (6,830,821)
THE PERIOD

COMPREHENSIVE INCOME           (215,000)             -0-            (215,000)
(LOSS)

COMPREHENSIVE INCOME        $  (907,865)     $ 3,886,534        $ (7,045,821)
(LOSS) FOR THE PERIOD

BALANCE SHEET DATA

TOTAL ASSETS                $   222,085      $   444,366

TOTAL LIABILITIES             2,203,490        1,517,906

STOCKHOLDERS EQUITY
(DEFICIT)                   $(1,981,405)     $(1,073,540)


                                      -25-


<PAGE>


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

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period  from  inception  (April 5,  2004) to  fiscal  year  ended May 31,  2009,
including  the notes to those  financial  statements  which are included in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have generated limited revenue to date.
The above  table sets  forth  selected  financial  information  for the  periods
indicated.  We have incurred recurring losses to date. Our financial  statements
have been  prepared  assuming  that we will  continue  as a going  concern  and,
accordingly,  do not  include  adjustments  relating to the  recoverability  and
realization of assets and  classification of liabilities that might be necessary
should we be unable to continue in operation.

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

RESULTS OF OPERATION

Our  comprehensive  loss during fiscal year ended May 31, 2009 was approximately
($907,865) compared to comprehensive  income of $3,886,534 for fiscal year ended
May 31, 2008 (a decrease in comprehensive  income of $2,978,669).  During fiscal
years ended May 31, 2009 and May 31, 2008, respectively, we did not generate any
revenue.

During  fiscal year ended May 31, 2009, we incurred  general and  administrative
expenses in the aggregate  amount of $562,568  compared to  $1,626,538  incurred
during fiscal year ended May 31, 2008 (a decrease of $1,063,970).  The operating
expenses incurred during fiscal year ended May 31, 2009 consisted of: (i) office
and general of $16,770 (2008: $58,506);  (ii) consulting fees of $178,907 (2008:
$140,000);  (iii) marketing  expenses of $-0- (2008:  $18,495);  (iv) management
fees $-0- (2008: $475,500);  (v) mineral property expenditures of $90,000 (2008:


                                      -26-


<PAGE>


$550,452); and (vi) professional fees of $276,891 (2008: $383,585). The decrease
in expenses  incurred  during  fiscal year ended May 31, 2009 compared to fiscal
year ended May 31, 2008 resulted  primarily  from a decrease in management  fees
and a decrease in mineral property expenditures based upon the current status of
the  scale  and scope of  exploratory  and  acquisition  programs.  General  and
administrative  expenses  generally  include corporate  overhead,  financial and
administrative contracted services, marketing and consulting costs.

This resulted in a net operating loss of ($562,568) during fiscal year ended May
31, 2009 compared to a net  operating  loss of  ($1,626,538)  during fiscal year
ended May 31, 2008.

During  fiscal year ended May 31, 2009,  we recorded  total other expense in the
amount of ($160,297)  relating to interest expense and other income of a $30,000
gain on  extinguishment  of accrued  liability  compared to total  other  income
recorded  during fiscal year ended May 31, 2008  consisting of $5,590,784 in net
gain on settlement and ($77,712) in interest expense.

During fiscal year ended May 31, 2009, we also recorded a comprehensive  loss of
($215,000)  relating  to the  change  in  market  value  of  available  for sale
securities  consisting of the Petaquilla shares of common stock compared to $-0-
during fiscal year ended May 31, 2008.

This  resulted  in  comprehensive  loss for fiscal  year  ended May 31,  2009 of
($907,865)  compared to comprehensive  income for fiscal year ended May 31, 2008
of $3,886,534.

The decrease in  comprehensive  income  (loss)  during fiscal year ended May 31,
2009 compared to fiscal year ended May 31, 2008 is attributable primarily to the
recording of the  $5,590,784  during  fiscal year ended May 31, 2008 relating to
net gain on settlement.  This resulted from the $100,000 received and the return
of the  4,000,000  restricted  shares of our common stock with a estimated  fair
value of $5,440,000. In addition, the Company recorded the 100,000 common shares
of Petaquilla,  with an estimated fair value of $270,000, as accounts receivable
as of May 31, 2008.  The total  proceeds of  $5,810,000  was included in amounts
recorded as gain on settlements during fiscal year ended May 31, 2008.

The basic weighted  average number of shares  outstanding  was 38,428,369 at May
31, 2009 compared to 40,377,652 at May 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2009

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.


                                      -27-


<PAGE>


As at May 31, 2009, our current assets were $57,075 and our current  liabilities
were $2,203,490, resulting in a working capital deficit of $2,146,415. As at May
31, 2009, our total assets were $222,085 compared to total assets of $444,366 as
at May 31, 2008. Total assets as at fiscal year ended May 31, 2009 consisted of:
(i) $2,075 in cash;  (ii)  $55,000 in  available  for sale  securities  and (ii)
$165,010 in deposit on  property.  As at May 31, 2009,  our current  liabilities
were  $2,203,490  compared to current  liabilities  of  $1,517,906 as at May 31,
2008. Our current liabilities consisted of: (i) $215,591 in accounts payable and
accrued  liabilities;  and (ii)  $1,987,899  in  shareholder's  loan and accrued
interest.  The increase in current liabilities was primarily due to the increase
in shareholder's  loan and accrued loan interest relating to the scale and scope
of business activity.

Stockholders'  deficit  increased  from  ($1,073,540)  as at  May  31,  2008  to
($1,981,405) as at May 31, 2009.

We have not generated positive cash flows from operating activities.  For fiscal
year  ended  May 31,  2009,  net cash  flow  used in  operating  activities  was
($547,281)   compared  to  net  cash  flow  used  in  operating   activities  of
($1,191,393) for fiscal year ended May 31, 2008. Net cash flow used in operating
activities  during fiscal year ended May 31, 2009  consisted  primarily of a net
loss of  ($692,865)  adjusted by  ($30,000)  in recovery of non-cash  management
fees. Net cash flow used in operating  activities was further changed by $15,287
in accounts payable and accrued  liabilities and $160,297 in accrued interest on
shareholder's loan.

During  fiscal year ended May 31,  2009,  net cash flow  provided  by  financing
activities was $540,000  compared to net cash flow from financing  activities of
$1,195,000  for fiscal  year ended May 31,  2008.  Net cash flow  provided  from
financing  activities during fiscal year ended May 31, 2009 pertained  primarily
to $540,000 received as proceeds from shareholder advances.

OPERATION AND FUNDING

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

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

During  fiscal year ended May 31, 2008, we received  $400,000  towards a planned
private  placement  of units to be offered  at $1.00 per unit.  Each unit was to
consist of one share of our  restricted  common stock and one warrant to acquire
an  additional  share of common  stock at an exercise  price of $1.50 for twelve


                                      -28-


<PAGE>


months  (the  "Units(s)").  During  February  2008,  we revised the terms of the
private  placement  of  Units,  which  are now to be  offered  at $1.00 per unit
consisting  of one share of  restricted  common  stock.  The  private  placement
offering is under Regulation S of the Securities Act.

MATERIAL COMMITMENTS

As of the date of this Report and other than as disclosed  below, we do not have
any material commitments for fiscal year 2008/2009.

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  and
$795,000 were received  during fiscal years ended May 31, 2007 and May 31, 2008,
respectively.  During fiscal year ended May 31, 2009, an additional $540,000 was
advanced  by the same  shareholder  under the same terms and  conditions.  These
amounts are unsecured,  accrue interest at 10% per annum and have no established
terms of  repayment.  As at May 31, 2009,  we owe an aggregate of  $1,987,899 in
principal and accrued interest.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this  Annual  Report,  we do not have  any  off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

GOING CONCERN

The independent  auditors' report accompanying our May 31, 2009 and May 31, 2008
financial statements contains an explanatory  paragraph  expressing  substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared  "assuming that we will continue as a going  concern,"  which
contemplates  that we will  realize our assets and satisfy our  liabilities  and
commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009,  the FASB  issued  SFAS No.  168,  THE FASB  ACCOUNTING  STANDARDS
CODIFICATION AND THE HIERARCHY OF GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES--A
REPLACEMENT OF FASB  STATEMENT NO. 162 ("SFAS 168").  SFAS 168 replaces SFAS No.
162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,  and establishes
the FASB Accounting  Standards  Codification  ("Codification")  as the source of
authoritative  accounting  principles  recognized  by the FASB to be  applied by


                                      -29-


<PAGE>


nongovernmental   entities  in  the  preparation  of  financial   statements  in
conformity  with GAAP.  Rules and  interpretive  releases of the  Securities and
Exchange  Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new  standards  in the form of  Statements,  FASB Staff  Positions,  or Emerging
Issues Task Force Abstracts;  instead the FASB will issue  Accounting  Standards
Updates.  Accounting  Standards  Updates will not be  authoritative in their own
right as they will only serve to update the  Codification.  The issuance of SFAS
168 and the  Codification  does not change GAAP. SFAS 168 becomes  effective for
interim and annual periods ending after September 15, 2009.  Management does not
expect  the  adoption  of SFAS 168 to have a  material  impact on our  financial
position, cash flows and results of operations

In June 2009,  the FASB issued SFAS No. 167,  AMENDMENTS TO FASB  INTERPRETATION
NO. 46(R),  ("SFAS 167").  The amendments  include:  (1) the  elimination of the
exemption  for  qualifying  special  purpose  entities,  (2) a new  approach for
determining who should consolidate a  variable-interest  entity, and (3) changes
to when it is necessary to reassess who should  consolidate a  variable-interest
entity.  SFAS 167 is effective for the first annual  reporting  period beginning
after  November  15,  2009 and for  interim  periods  within  that first  annual
reporting  period.  The Company will adopt SFAS 167 in fiscal 2010.  The Company
does not expect that the adoption of SFAS 167 will have a material impact on the
financial statements.

In June  2009,  the FASB  issued  SFAS No.  166,  ACCOUNTING  FOR  TRANSFERS  OF
FINANCIAL  ASSETS,  AN  AMENDMENT  TO SFAS  NO.  140,  ("SFAS  166").  SFAS  166
eliminates  the concept of a "qualifying  special-purpose  entity,"  changes the
requirements  for  derecognizing   financial  assets,  and  requires  additional
disclosures  in order to  enhance  information  reported  to users of  financial
statements  by  providing  greater  transparency  about  transfers  of financial
assets,  including  securitization  transactions,  and  an  entity's  continuing
involvement  in and  exposure  to the risks  related  to  transferred  financial
assets.  SFAS 166 is effective  for fiscal years  beginning  after  November 15,
2009.  The Company  will adopt SFAS 166 in fiscal  2010.  The  Company  does not
expect  that the  adoption  of SFAS  166  will  have a  material  impact  on the
financial statements.

In June 2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS, ("SFAS No. 165").
SFAS 165  establishes  general  standards of  accounting  for and  disclosure of
events that occur after the balance sheet date but before  financial  statements
are issued or are  available  to be  issued.  SFAS 165  applies to both  interim
financial statements and annual financial statements.  SFAS 165 is effective for
interim or annual  financial  periods ending after June 15, 2009.  SFAS 165 does
not have a material impact on our financial statements.

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


                                      -30-


<PAGE>


In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning  after  November  15, 2008 and will be adopted by us  beginning in the
first  quarter of fiscal 2010.  Management  has not  determined  the effect that
adopting  this  statement  would have on our financial  position,  cash flows or
results of operations.

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

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

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


                                      -31-


<PAGE>


In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November 15, 2007,  which for us is the fiscal year  beginning
June 1, 2008.  We have  determined  that the adoption of SFAS No. 157 during the
year did not have any material impact on our financial  position,  cash flows or
results of operations as our available for sale securities  would otherwise have
been  carried at fair value in  accordance  with SFAS No.  115,  ACCOUNTING  FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES.

The following disclosures are required by SFAS No. 157 in connection with assets
and liabilities whose carrying amounts are subject to fair value measures:

<TABLE>
<CAPTION>

                                                   Fair Value Measurements at May 31, 2009
                                        ______________________________________________________________

                                        Quoted Prices in     Significant Other      Significant Other
                                         Active Market       Observable Inputs     Unobservable Inputs
                       May 31, 2009        (Level 1)             (Level 2)              (Level 3)
______________________________________________________________________________________________________
<S>                    <C>              <C>                   <C>                    <C>

Available for sale
securities             $ 55,000         $ 55,000              $      -               $      -
______________________________________________________________________________________________________

Total                  $ 55,000         $ 55,000              $      -               $      -
======================================================================================================

</TABLE>


In  connection  with our  available  for sale  securities,  to May 31, 2009,  no
realized or unrealized gains and losses have been recorded in operations and all
unrealized  gains and losses have been  recorded as  components  of  accumulated
other comprehensive income (loss).

In April 2008, the FASB issued FSP No. FAS 142-3,  "Determination  of the Useful
Life of Intangible Assets" ("FSP FAS 142-3").  In determining the useful life of
intangible  assets, FSP FAS 142-3 removes the requirement to consider whether an
intangible   asset  can  be  renewed  without   substantial   cost  of  material
modifications  to the existing terms and conditions  and,  instead,  requires an
entity  to  consider  its  own   historical   experience  in  renewing   similar
arrangements.  FSP FAS 142-3 also requires  expanded  disclosure  related to the
determination  of intangible  asset useful lives. FSP FAS 142-3 is effective for
financial  statements issued for fiscal years beginning after December 15, 2008.
Management has not determined the effect that adopting this statement would have
on our financial position, cash flows or results of operations.

In May 2008, the FASB issued FSP Accounting  Principles  Board Opinion No. 14-1,
"Accounting for Convertible  Debt  Instruments  That May Be Settled in Cash upon
Conversion  (Including Partial Cash Settlement)" ("FSP 14-1"). FSP 14-1 requires


                                      -32-


<PAGE>


issuers  of  convertible  debt  instruments  that  may be  settled  in  cash  to
separately account for the liability and equity components in a manner that will
reflect the entity's  nonconvertible  debt  borrowing rate when interest cost is
recognized in periods subsequent to adoption. Upon adoption of FSP 14-1, we will
allocate a portion of the proceeds  received  from the  issuance of  convertible
notes between a liability and equity  component by determining the fair value of
the liability  component  using our  non-convertible  debt  borrowing  rate. The
difference between the proceeds of the notes and the fair value of the liability
component will be recorded as a discount on the debt with a corresponding offset
to  paid-in-capital.  The  resulting  discount  will be  accreted  by  recording
additional  non-cash  interest expense over the expected life of the convertible
notes using the effective  interest rate method.  The provisions of FSP 14-1 are
to be applied  retrospectively  to all periods  presented  upon adoption and are
effective for fiscal years beginning after December 15, 2008 and interim periods
within  those  fiscal  years.  Management  has not  determined  the effect  that
adopting  this  statement  would have on our financial  position,  cash flows or
results of operations.






















                                      -33-


<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA




                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                  MAY 31, 2009





















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                                      -34-


<PAGE>





                         DeJoya Griffith & Company, LLC
                   __________________________________________

                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


We have audited the accompanying  balance sheets of Geneva  Resources,  Inc. (An
Exploration  Stage  Company)  as of May 31,  2009  and  2008,  and  the  related
statements of operations,  stockholders'  deficit,  and cash flows for the years
then ended and from inception  (April 5, 2004) to May 31, 2009.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on the financial statements based on our
audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Geneva  Resources,  Inc. (An
Exploration Stage Company) as of May 31, 2009 and 2008, and the results of their
operations and cash flows for the years then ended and from inception  (April 5,
2004)  to May 31,  2009  in  conformity  with  accounting  principles  generally
accepted in the United States.

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

DE JOYA GRIFFITH & COMPANY, LLC

/s/ DE JOYA GRIFFITH & COMPANY, LLC
    _______________________________
    DeJoya Griffith & Company, LLC

Henderson, Nevada
August 26, 2009


________________________________________________________________________________

                 2580 Anthem Village Drive, Henderson, NV 89052
               Telephone (702) 563-1600 * Facsimile (702) 920-8049


                                      -35-


<PAGE>


                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS


                                                  May 31, 2009     May 31, 2008
                                                   (Audited)        (Audited)
_______________________________________________________________________________

                                     ASSETS
CURRENT ASSETS
   Cash                                           $      2,075     $      9,356
   Available for sale securities (Note 3 (b))           55,000                -
   Other receivable                                          -          270,000
_______________________________________________________________________________

TOTAL CURRENT ASSETS                                    57,075          279,356

   Deposit on property                                 165,010          165,010
_______________________________________________________________________________

TOTAL ASSETS                                      $    222,085     $    444,366

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

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued liabilities       $    215,591     $    230,304
   Shareholder's loan and accrued interest
      (Note 7)                                       1,987,899        1,287,602
_______________________________________________________________________________

 TOTAL CURRENT LIABILITIES                           2,203,490        1,517,906

 TOTAL LIABILITIES                                   2,203,490        1,517,906
_______________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS
   (Notes 1 and 8)

STOCKHOLDERS' DEFICIT
   Capital stock (Note 4)
   Authorized
      200,000,000 shares of common stock,
      $0.001 par value,
   Issued and outstanding
      38,536,862 shares of common stock
      (May 31, 2008 -38,136,862)                        38,537           38,137
   Additional paid-in capital                        5,025,879        4,626,279
     Private placement subscriptions                         -          400,000
     Accumulated other comprehensive loss             (215,000)               -
   Deficit accumulated during the exploration
      stage                                         (6,830,821)      (6,137,956)
_______________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIT                        (1,981,405)      (1,073,540)
_______________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $    222,085     $    444,366

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


    The accompanying notes are an integral part of these financial statements


                                      -36-


<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                                                                                       April 5, 2004
                                                 Year ended         Year ended        (inception) to
                                                May 31, 2009       May 31, 2008        May 31, 2009
____________________________________________________________________________________________________
<S>                                             <C>                <C>                 <C>

REVENUE                                         $          -       $          -        $   46,974
____________________________________________________________________________________________________

DIRECT COSTS                                               -                  -            56,481
____________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                 16,770             58,506           143,695
   Consulting fees                                   178,907            140,000           696,934
   Marketing expenses                                      -             18,495           894,738
   Management fees                                         -            475,500         1,241,406
   Mineral property expenditures (Note 3)             90,000            550,452         8,258,312
   Professional fees                                 276,891            383,585           957,614
____________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES             (562,568)        (1,626,538)      (12,192,699)
____________________________________________________________________________________________________

NET OPERATING LOSS                                  (562,568)        (1,626,538)      (12,202,206)
____________________________________________________________________________________________________

OTHER INCOME (EXPENSES)
   Gain on extinguishment of accrued
      liability  (Note 9)                             30,000                  -          30,000
   Net gain on settlements                                 -          5,590,784         5,590,784
   Interest expense                                 (160,297)           (77,712)         (249,399)
____________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE)                        (130,297)         5,513,072         5,371,385
____________________________________________________________________________________________________

NET INCOME (LOSS)                                   (692,865)         3,886,534        (6,830,821)
____________________________________________________________________________________________________

COMPREHENSIVE LOSS
   Change in market value of available
      for sale securities                           (215,000)                 -          (215,000)
____________________________________________________________________________________________________

COMPREHENSIVE LOSS                              $   (907,865)      $  3,886,534       $ (7,045,821)
====================================================================================================

INCOME (LOSS) PER COMMON SHARE - BASIC          $      (0.02)      $       0.10
================================================================================

INCOME (LOSS) PER COMMON SHARE - DILUTED        $      (0.02)      $       0.10
================================================================================

COMPREHENSIVE LOSS PER COMMON SHARE -
   BASIC                                        $      (0.01)      $       0.10
================================================================================

COMPREHENSIVE LOSS PER COMMON SHARE -
   DILUTED                                      $      (0.01)      $       0.10
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING - BASIC                            38,428,369         40,377,652
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING - DILUTED                          38,428,369         40,798,515
================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                      -37-


<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
          FOR THE PERIOD FROM APRIL 5, 2004 (INCEPTION) TO MAY 31, 2009

                                                                                                         Deficit
                                       Common Stock                                     Accumulated    Accumulated
                                  _____________________   Additional      Private          Other       During the
                                   Number of     Amount    Paid-in       Placement     Comprehensive   Development
                                    shares                 Capital     Subscriptions        loss          Stage         Total
________________________________________________________________________________________________________________________________
<S>                                <C>          <C>       <C>            <C>             <C>           <C>           <C>

Shares issued for cash - at
   $0.0004 per share, April 5,
   2004                            23,100,000   $   138   $    9,029     $       -       $       -     $         -   $     9,167
Net loss for the period                     -         -            -             -               -          (5,427)       (5,427)
________________________________________________________________________________________________________________________________

Balance, May 31, 2004              23,100,000       138        9,029             -               -          (5,427)        3,740
Shares issued for cash -
   at $0.00238 per share,
   November 30, 2004               27,300,000       162       64,838             -               -               -        65,000
Net loss for the period                     -         -            -             -               -         (66,246)      (66,246)
________________________________________________________________________________________________________________________________

Balance, May 31, 2005              50,400,000       300       73,867             -               -         (71,673)        2,494
Shares issued for cash -
   at $0.00595 per share,
   December 8, 2005                16,800,000       100       99,900             -               -               -       100,000
Reclassification for stock
   split - May 1, 2006 (Note 4)             -    16,400      (16,400)            -               -               -             -
Net loss for the period                     -         -            -             -               -         (65,081)      (65,081)
________________________________________________________________________________________________________________________________

Balance, May 31, 2006              67,200,000    16,800      157,367             -               -        (136,754)       37,413
Shares returned to treasury -
   September 27, 2006             (30,000,000)        -            -             -               -               -             -
Reclassification for stock
   split, - December 1, 2006
   (Note 4)                                 -    20,400      (20,400)            -               -               -             -
Shares issued for Property
   Option Agreement - December
   1, 2006 (Note 3 & 4)             4,000,000     4,000    7,396,000             -               -               -     7,400,000
Stock based compensation
   (Note 5)                                 -         -      965,671             -               -               -       965,671
Net loss for the period                     -         -            -             -               -      (9,887,736)   (9,887,736)
________________________________________________________________________________________________________________________________

Balance, May 31, 2007              41,200,000    41,200    8,498,638             -               -     (10,024,490)   (1,484,652)
Shares issued for Property
   Option Agreements - October
   15, 2007 and January 31,
   2008 (Note 3 & 4)                   60,000        60       79,940             -               -               -        80,000
Subscription proceeds received
   (Note 4)                                 -         -            -       400,000               -               -       400,000
Shares returned pursuant to
   Petaquilla settlement -
   March 14, 2008 (Note 3 & 4)     (4,000,000)   (4,000)  (5,436,000)            -               -               -    (5,440,000)
Shares issued for debt
   settlement - at $1.00 per
   share, May 29, 2008 (Note 4)       876,862       877    1,095,201             -               -               -     1,096,078
Stock based compensation
   (Note 5)                                 -         -      388,500             -               -               -       388,500
Net income for the period                   -         -            -             -               -       3,886,534     3,886,534
________________________________________________________________________________________________________________________________

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

Shares issued for cash at $1.00
   per share
   - September 9, 2008                400,000       400      399,600      (400,000)              -               -             -
Unrealized loss on marketable
   securities                               -         -            -             -        (215,000)                     (215,000)
Net loss                                    -         -            -             -               -        (692,865)     (692,865)
________________________________________________________________________________________________________________________________

Balance, May 31, 2009 (audited)    38,536,862   $38,537   $5,025,879     $       -       $(215,000)    $(6,830,821)  $(1,981,405)
================================================================================================================================

                      The accompanying notes are an integral part of these financial statements

</TABLE>

                                      -38-


<PAGE>

<TABLE>
<CAPTION>

                             GENEVA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                                                               April 5, 2004
                                          Year ended         Year ended        (inception) to
                                         May 31, 2009       May 31, 2008        May 31, 2009
_____________________________________________________________________________________________
<S>                                      <C>                <C>                 <C>

CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net income (loss) for the
      period                             $   (692,865)      $  3,886,534        $ (6,830,821)
   Adjustments to reconcile net
      loss to net cash used in
      operating activities:
         Non-cash mineral
            property
            expenditures
            (recoveries)                            -             15,000           7,415,000
         Non-cash net gain on
            settlement                              -         (5,490,784)         (5,490,784)
         Non-cash gain on
            extinguishment of
            accrued liability                 (30,000)                               (30,000)
         Stock-based compensation                   -            388,500           1,354,171
   Changes in operating assets
      and liabilities:
         Increase in deposits                       -           (100,010)           (100,010)
         Accrued interest on
            shareholder's loan                160,297             77,712             249,399
         Due to related parties                     -             69,000             116,500
         Accounts payable and
            accrued liabilities                15,287            (37,345)          1,005,953
_____________________________________________________________________________________________

NET CASH USED IN OPERATING
   ACTIVITIES                                (547,281)        (1,191,393)         (2,310,592)
_____________________________________________________________________________________________

CASH FLOWS FROM FINANCING
   ACTIVITIES
      Proceeds on sale and
         subscriptions of common
         stock                                      -            400,000             574,167
      Proceeds from shareholder
         advances                             540,000            795,000           1,738,500
_____________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING
   ACTIVITIES                                 540,000          1,195,000           2,312,667
_____________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                (7,281)             3,607               2,075

CASH, BEGINNING                                 9,356              5,749                   -
_____________________________________________________________________________________________

CASH, ENDING                             $      2,075       $      9,356        $      2,075
=============================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

Cash paid during the period for:
   Interest                              $          -       $          -        $          -
=============================================================================================

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

Shares issued for settlement of
   liability                             $          -       $  1,096,078        $  1,096,078
=============================================================================================

Shares issued as deposit on option
   to purchase in mineral
   properties                            $          -       $     65,000        $     65,000
=============================================================================================

Other receivable due (received)
   in shares                             $   (270,000)      $    270,000        $          -
=============================================================================================

    The accompanying notes are an integral part of these financial statements

</TABLE>

                                      -39-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

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

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

GOING CONCERN

To date the Company has generated minimal revenues from its business  operations
and has incurred  operating losses since inception of $6,830,821.  As at May 31,
2009,  the  Company has a working  capital  deficit of  $2,146,415.  The Company
requires  additional  funding  to  meet  its  ongoing  obligations  and to  fund
anticipated  operating losses. The ability of the Company to continue as a going
concern is dependant on raising  capital to fund its initial  business  plan and
ultimately to attain  profitable  operations.  Accordingly,  these factors raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
The Company intends to continue to fund its mineral exploration  business by way
of private  placements  and advances  from  related  parties as may be required.
These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification of liabilities that might result from this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

RECLASSIFICATION- DUE TO RELATED PARTY

Certain   reclassifications  have  been  made  in  the  prior  year's  financial
statements.

During 2008, the Company had accrued and unpaid an amount  $30,000  payable to a
former  director.  During the  current  year,  the Company  recorded  this as an
extinguishment of accrued liabilities.

BASIS OF PRESENTATION

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

USE OF ESTIMATES AND ASSUMPTIONS

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

MINERAL PROPERTY EXPENDITURES

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

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


                                      -40-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


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

acquisition costs are paid with Company shares, those shares are recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs are expensed as incurred.

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

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

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

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

ASSET RETIREMENT OBLIGATIONS

The Company has adopted the  provisions  of SFAS No. 143  "Accounting  for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  As of May 31, 2009,  any potential  costs relating to
the ultimate disposition of the Company's mineral property interests are not yet
determinable.

INCOME TAXES

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at May 31, 2009,  the Company had net operating loss
carryforwards,  however, due to the uncertainty of realization,  the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these  loss  carryforwards.  Deferred  income  taxes  are  reported  for  timing
differences  between  items of  income  or  expense  reported  in the  financial
statements  and those  reported for income tax purposes in accordance  with SFAS
No.  109,  "Accounting  for  Income  Taxes,"  which  requires  the  use  of  the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax bases,  and for tax loss and credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are  expected to be  recovered  or settled.  The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary  differences and  carry-forwards  when realization is more likely than
not.

AVAILABLE FOR SALE SECURITIES

The Company holdings in marketable  securities  classified as available-for-sale
are  carried at fair value.  The  carrying  value of  marketable  securities  is
reviewed each  reporting  period for declines in value that are considered to be
other-than  temporary and, if  appropriate,  the investments are written down to
their  estimated  fair value.  Realized  gains and losses and  declines in value
judged to be  other-than-temporary on available for sale securities are included
in the  Company's  statements of  operations.  Unrealized  gains and  unrealized
losses deemed temporary are included in accumulated other  comprehensive  income
(loss).


                                      -41-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


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

NET INCOME (LOSS) PER SHARE

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

FOREIGN CURRENCY TRANSLATION

The financial  statements are presented in United States dollars.  In accordance
with SFAS No. 52, "Foreign Currency  Translation",  foreign denominated monetary
assets and liabilities are translated to their United States dollar  equivalents
using foreign exchange rates which prevailed at the balance sheet date.  Revenue
and  expenses are  translated  at average  rates of exchange  during the period.
Related  translation  adjustments  are  reported  as  a  separate  component  of
stockholders'  equity,  whereas gains or losses  resulting from foreign currency
transactions are included in results of operations. To May 31, 2009, the Company
has not recorded any translation adjustments into stockholders' equity.

STOCK-BASED COMPENSATION

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

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009,  the FASB  issued  SFAS No. 168,  "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally  Accepted  Accounting  Principles--a
replacement of FASB Statement No. 162" ("SFAS 168").  SFAS 168 replaces SFAS No.
162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,  and establishes
the FASB Accounting  Standards  Codification  ("Codification")  as the source of
authoritative  accounting  principles  recognized  by the FASB to be  applied by
nongovernmental   entities  in  the  preparation  of  financial   statements  in
conformity  with GAAP.  Rules and  interpretive  releases of the  Securities and
Exchange  Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new  standards  in the form of  Statements,  FASB Staff  Positions,  or Emerging
Issues Task Force Abstracts;  instead the FASB will issue  Accounting  Standards
Updates.  Accounting  Standards  Updates will not be  authoritative in their own
right as they will only serve to update the  Codification.  The issuance of SFAS
168 and the  Codification  does not change GAAP. SFAS 168 becomes  effective for
interim and annual periods ending after September 15, 2009.  Management does not
expect  the  adoption  of SFAS 168 to have a  material  impact on the  Company's
financial position, cash flows and results of operations.


                                      -42-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
No. 46(R)," ("SFAS 167").  The amendments  include:  (1) the  elimination of the
exemption  for  qualifying  special  purpose  entities,  (2) a new  approach for
determining who should consolidate a  variable-interest  entity, and (3) changes
to when it is necessary to reassess who should  consolidate a  variable-interest
entity.  SFAS 167 is effective for the first annual  reporting  period beginning
after  November  15,  2009 and for  interim  periods  within  that first  annual
reporting  period.  The Company will adopt SFAS 167 in fiscal 2010.  The Company
does not expect that the adoption of SFAS 167 will have a material impact on the
financial statements.

In June 2009,  the FASB  issued  SFAS No.  166,  "Accounting  for  Transfers  of
Financial  Assets,  an  amendment  to SFAS  No.  140,"  ("SFAS  166").  SFAS 166
eliminates  the concept of a "qualifying  special-purpose  entity,"  changes the
requirements  for  derecognizing   financial  assets,  and  requires  additional
disclosures  in order to  enhance  information  reported  to users of  financial
statements  by  providing  greater  transparency  about  transfers  of financial
assets,  including  securitization  transactions,  and  an  entity's  continuing
involvement  in and  exposure  to the risks  related  to  transferred  financial
assets.  SFAS 166 is effective  for fiscal years  beginning  after  November 15,
2009.  The Company  will adopt SFAS 166 in fiscal  2010.  The  Company  does not
expect  that the  adoption  of SFAS  166  will  have a  material  impact  on the
financial statements.

In June 2009,  the FASB  issued SFAS No. 165,  "Subsequent  Events,"  ("SFAS No.
165").  SFAS 165 establishes  general standards of accounting for and disclosure
of  events  that  occur  after  the  balance  sheet  date but  before  financial
statements  are issued or are  available to be issued.  SFAS 165 applies to both
interim  financial  statements  and  annual  financial  statements.  SFAS 165 is
effective for interim or annual  financial  periods  ending after June 15, 2009.
SFAS 165 does not have a material impact on our financial statements.

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

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and  Hedging  Activities"  ("SFAS  161").  SFAS 161 is  intended to
improve financial reporting about derivative  instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning  after November 15, 2008 and will be adopted by the Company  beginning
in the first quarter of fiscal 2010.  Management  has not  determined the effect
that adopting this  statement  would have on the Company's  financial  position,
cash flows or results of operations.

In December  2007,  the FASB issued  SFAS No. 160,  "Noncontrolling  Interest in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"),
which will change the accounting  and reporting for minority  interests and will
be recharacterized as noncontrolling  interests and classified as a component of
equity within the consolidated  balance sheets.  SFAS No. 160 is effective as of
the beginning of an entity's  first fiscal year  beginning on or after  December
15, 2008.  Earlier  adoption is  prohibited.  Management  has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position, cash flows or results of operations.

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


                                      -43-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

In September  2006, FASB issued SFAS No. 157, "Fair Value  Measurements"  ("SFAS
No.  157").  This  Statement  defines fair value,  establishes  a framework  for
measuring fair value in generally accepted accounting principles (GAAP), expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November  15,  2007,  which for the Company is the fiscal year
beginning June 1, 2008. The Company has determined that the adoption of SFAS No.
157 during the year did not have any material impact on the Company's  financial
position,  cash flows or results of operations  as the  Company's  available for
sale  securities  would  otherwise have been carried at fair value in accordance
with  SFAS No.  115,  ACCOUNTING  FOR  CERTAIN  INVESTMENTS  IN DEBT AND  EQUITY
SECURITIES.

The following disclosures are required by SFAS No. 157 in connection with assets
and liabilities whose carrying amounts are subject to fair value measures:

<TABLE>
<CAPTION>

                                                    Fair Value Measurements at May 31, 2009
                                        ______________________________________________________________
                                        Quoted Prices in     Significant Other      Significant Other
                                         Active Market       Observable Inputs     Unobservable Inputs
                       May 31, 2009        (Level 1)             (Level 2)              (Level 3)
______________________________________________________________________________________________________
<S>                      <C>                <C>                  <C>                    <C>

Available for sale
   securities            $ 55,000           $ 55,000             $      -               $      -
______________________________________________________________________________________________________

Total                    $ 55,000           $ 55,000             $      -               $      -
======================================================================================================

</TABLE>


In connection with the Company's available for sale securities, to May 31, 2009,
no realized or unrealized  gains and losses have been recorded in operations and
all unrealized  gains and losses have been recorded as components of accumulated
other comprehensive income (loss).


NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY

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

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

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:


                                      -44-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY (CONTINUED)

     1.   Payment of $50,000 in cash (paid).
     2.   The second payment of $100,000 cash and 50,000 shares of the Company's
          common stock are due on or before the twelve-month  anniversary of the
          signing of the Property Option Agreement (paid).
     3.   The  third   payment  of  $200,000  cash  is  due  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement.

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

     1.   expenditures  of  $500,000  are to be incurred on or before the twelve
          month  anniversary  (subsequently  indefinitely  extended as described
          above) of the signing of the Property Option Agreement.  ($551,000 was
          incurred from the inception of the agreement through May 31, 2009)
     2.   expenditures  of  $750,000  are  to  be  incurred  on  or  before  the
          twenty-fourth-month  anniversary of the signing of the Property Option
          Agreement; and
     3.   expenditures  of  $1,250,000  are  to be  incurred  on or  before  the
          thirty-sixth-month  anniversary of the signing of the Property  Option
          Agreement.

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

On November 10, 2008,  the Company  commenced  legal  proceedings in the Supreme
Court of British  Columbia,  Canada against each of St. Elias and John Brophy P.
Geol. The Company is seeking rescission of the property option agreement and the
return of all funds and shares advanced by the Company to St. Elias. The Company
alleges that St. Elias failed to properly  discharge  its duty as an operator of
the Vilcoro  Property  and also  alleges  that each of St. Elias and John Brophy
failed to provide the Company complete and accurate  information relating to the
ownership of the Vilcoro Property and to the ownership of the adjacent property,
including  failing to disclose  that John Brophy and his wife had an interest in
the Vilcoro  Property  and the adjacent  property.  The Company also has alleged
that St.  Elias used some of the  exploration  funds  provided by the Company to
fund the exploration of the adjoining property.

A statement  of Defense was filed by St.  Elias and John Brophy on December  23,
2008,  denying the  majority of the  allegations  made by Geneva  Resources.  In
addition St. Elias and John Brophy also filed a counter claim against Geneva for
abuse of process and punitive damages.  All allegations of Geneva, St. Elias and
John Brophy remain to be proved in Court.

During the period,  the Company recorded a mineral property  recovery of $50,000
in  connection  with the  return of funds  originally  paid  into  trust to fund
exploration activities.

(B) SAN JUAN PROPERTY

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

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


                                      -45-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(B) SAN JUAN PROPERTY (CONTINUED)

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

During the year the Company  received the 100,000 common shares  receivable from
Petaquilla,  previously  valued at $270,000.  The 100,000 shares received had an
estimated fair value of $55,000 ($0.55 per share) as of May 31, 2009.


NOTE 4 - STOCKHOLDERS' DEFICIT
________________________________________________________________________________

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

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

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

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

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

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

In August  2007,  the  Company  received  $400,000  towards  a  planned  private
placement of Units to be offered at $1.00 per unit with each unit  consisting of
one  common  share and one  warrant  to acquire  an  additional  common  shares,
exercisable  at $1.50 for twelve  months.  On  February  29,  2008,  the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit  consisting of one common share only.  The 400,000
shares were issued on September 9, 2008.

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

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

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

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


                                      -46-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 4 - STOCKHOLDERS' DEFICIT (CONTINUED)
________________________________________________________________________________

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

On September 9, 2008,  the Company  issued  400,000  common  shares at $1.00 per
share for proceeds of $400,000 which were received during the year ended May 31,
2008.


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  may be  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock  Option held by an optionee at the time of his death may be  exercised  by
his estate  within one year of his death or such  longer  period as the Board of
Directors may  determine.  On May 9, 2007, the Board of Directors of the Company
ratified  and  approved  under the  Company's  existing  Stock  Option  Plan the
issuance of 1,500,000 shares for ten years at $1.00 per share.

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

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

A summary of the Company's  stock options as of May 31, 2009, and changes during
the year then ended is presented below:

                                                                Weighted
                                                  Weighted      average
                                                   average      remaining
                                                  exercise      Contractual
                                    Number of     Price per     life
                                    Options         share       (in years)
    _______________________________________________________________________

    OUTSTANDING AT MAY 31, 2007     1,500,000      $ 1.00          9.94
    Granted during the year           350,000        1.20             -
    Exercised during the year               -           -             -
    _______________________________________________________________________

    OUTSTANDING AT MAY 31, 2008     1,850,000        1.04          9.12
    Granted during the year                 -           -             -
    Exercised during the year               -           -             -
    _______________________________________________________________________

    OUTSTANDING AT MAY 31, 2009     1,850,000      $ 1.04          8.12
    _______________________________________________________________________


                                      -47-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

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

During the year ended May 31, 2009, the Company  incurred no management  fees to
officers and directors (May 31, 2008 - $475,500).  The above  transactions  have
been in the normal course of operations and, in management's opinion, undertaken
with similar terms and conditions as transactions with unrelated parties.


NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
on behalf  of the  Company  regarding  a  previous  property  option  agreement.
Additional  advances of $303,500 and  $795,000  were  received  during the years
ended May 31, 2007 and May 31, 2008, respectively. During the year ended May 31,
2009, an additional $540,000 was advanced by the same shareholder under the same
terms and  conditions.  These  amounts are  unsecured,  bear interest at 10% per
annum,  and have no set terms of repayment.  The total amount  outstanding as of
May  31,  2009  including  accrued  interest  is  $1,987,899  (May  31,  2008  -
$1,287,602).


NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting  purposes.  As of May 31,
2009 and May 31,  2008,  the Company had net  operating  loss carry  forwards of
approximately  $5,480,000 and $4,780,000  respectively  that may be available to
reduce future years' taxable income through 2029.  Future tax benefits which may
arise as a result of these losses have not been  recognized  in these  financial
statements,  as  their  realization  is  determined  not  likely  to  occur  and
accordingly, the Company has recorded a valuation allowance for the deferred tax
asset relating to these tax loss carryforwards.

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

                                                    2009                   2008
________________________________________________________________________________

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

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

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

                                                  2009                 2008
________________________________________________________________________________

Federal net operating income (loss)            $ (692,865)         $  3,886,534
Corporate tax rate                                   35.0%                 35.0%
________________________________________________________________________________

Expected tax recovery (expense)                   242,503            (1,360,287)

Less:
   Non-deductible stock based compensation              -              (135,975)
   Change in valuation allowance                 (242,503)            1,496,262
________________________________________________________________________________

Future income tax provision                    $        -          $          -
================================================================================


                                      -48-


<PAGE>


GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________


NOTE 8 - INCOME TAXES (CONTINUED)
________________________________________________________________________________

The Company's deferred tax assets are as follows:

                                             2009                      2008
________________________________________________________________________________

Deferred tax assets
   Net operating loss carry forwards     $  1,916,828              $  1,674,325
________________________________________________________________________________

Total deferred tax assets                   1,916,828                 1,674,325
Valuation allowance                        (1,916,828)               (1,674,325)
________________________________________________________________________________

Net deferred tax assets                  $          -              $          -
================================================================================

The  valuation  allowance for deferred tax assets as of May 31, 2009 and May 31,
2008 was $1,916,828 and $1,674,325,  respectively.  In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than not
that some portion or all of the  deferred  tax assets will not be realized.  The
ultimate  realization of deferred tax assets is dependent upon the generation of
future taxable income in the periods in which those temporary differences become
deductible.  Management considers the scheduled reversals of future deferred tax
assets,  projected future taxable income, and tax planning  strategies in making
this assessment.  As a result, management determined it was more likely than not
the deferred tax assets would be realized as of May 31, 2009 and May 31, 2008.

NOTE 9 - OTHER
________________________________________________________________________________

During 2009, the Company recorded an  extinguishment  of accrued  liabilities of
$30,000 relating to amounts  previously accrued and unpaid to a former director,
which management of the Company had determined such amounts are no longer owed.


                                      -49-


<PAGE>


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

None


ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE AND PROCEDURES

As of May 31, 2009 which is the end of the fiscal period  covered by this Annual
Report,  our Chief Executive  Officer and Chief Financial  Officer  reviewed and
evaluated  the  effectiveness  of our  disclosure  controls and  procedures,  as
defined in  Exchange  Act Rule  13a-15(e)  and  15d-15(e).  As of the end of the
fiscal period covered by this Annual Report, based on that evaluation, our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the disclosure
controls and  procedures  were  effective in ensuring that material  information
that we must disclose in our reports that we file or submit under the Securities
Exchange Act of 1934, as amended,  the "Exchange  Act", is recorded,  processed,
summarized,  and reported on a timely basis, and that information required to be
disclosed  by us in our reports that we file or submit under the Exchange Act is
accumulated and communicated to our Chief Executive  Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Under  the  supervision  and  with  the  participation  of  our
management,  including the chief executive officer and chief financial  officer,
we evaluated the effectiveness of our internal control over financial  reporting
as of May 31, 2009. In making this assessment,  management used the criteria set
forth by the Committee of Sponsoring  Organizations  of the Treadway  Commission
("COSO") in Internal Control-Integrated Framework.

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

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

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


                                      -50-


<PAGE>


CHANGES IN INTERNAL CONTROLS

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

AUDIT COMMITTEE REPORT

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

The audit  committee  has reviewed and  discussed  with  management  our audited
financial  statements  as of and for fiscal year ended May 31,  2009.  The audit
committee has received and reviewed the written  disclosures and the letter from
De Joya  Griffith & Company,  LLC.,  Certified  Public  Accountants  required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as amended.

Based on the reviews and discussions  referred to above, the audit committee has
recommended  to the Board of  Directors  that the audited  financial  statements
referred to above be included in our Annual  Report on Form 10-K for fiscal year
ended May 31, 2009 filed with the Securities and Exchange Commission.


ITEM 9B. OTHER INFORMATION

Not applicable.


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

NAME                AGE     POSITION WITH THE COMPANY

Marcus Johnson       60     President/Chief Executive Officer and a Director

D. Bruce Horton      62     Secretary/Treasurer,  Chief Financial Officer and
                            a Director

Bertrand Taquet      44     Director


                                      -51-


<PAGE>


BUSINESS EXPERIENCE

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

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

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

BERTRAND TAQUET.  Bertrand Taquet has over twenty-five years of experience as an
exploration  geologist having worked for multiple companies in areas of precious
metal mining and exploration and production.  From January 2007 through December
2007, Mr. Taquet was the senior geologist for NWT Uranium Corp. where he managed
uranium  exploration in the Niger and Ungava  properties,  the Ag Zn property in
Mexico and other properties in Quebec,  Africa.  From  approximately  April 2005
through  November  2006,  Mr.  Taquet  engaged in gold  mining  and  exploration
consulting  through BT Geoconsult for Auplata S.A.S.  (French  Guyana),  Fancamp


                                      -52-


<PAGE>


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

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

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, 2009.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

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

The Audit Committee's  primary function is to provide advice with respect to our
financial  matters  and to  assist  the Board of  Directors  in  fulfilling  its
oversight responsibilities regarding finance,  accounting, and legal compliance.
The Audit Committee's primary duties and responsibilities  will be to: (i) serve
as an independent and objective party to monitor our financial reporting process


                                      -53-


<PAGE>


and internal  control system;  (ii) review and appraise the audit efforts of our
independent  accountants;  (iii) evaluate our quarterly financial performance as
well as our  compliance  with laws and  regulations;  (iv) oversee  management's
establishment and enforcement of financial policies and business practices;  and
(v) provide an open avenue of communication  among the independent  accountants,
management and the Board of Directors.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended May 31, 2009.


ITEM 11. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE

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

Marcus
Johnson,
President,       2009/2008    $  -0-     -0-      -0-       $ -0-           ---              ---             $ -0-         $ -0-
CEO              2007/2008    60,000     -0-      -0-         -0-           ---              ---            86,500       146,500
________________________________________________________________________________________________________________________________

Bruce Horton,    2009/2008       -0-     -0-      -0-       $ -0-           ---              ---               -0-           -0-
CFO              2008/2007       -0-     -0-      -0-         -0-           ---              ---               -0-           -0-
________________________________________________________________________________________________________________________________

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

</TABLE>


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

There were no stock options  granted to executive  officers or directors  during
fiscal year ended May 31, 2009.


                                      -54-


<PAGE>


The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended May 31, 2009:

<TABLE>
<CAPTION>

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

Marcus Johnson              -0-         -0-         -0-           -0-              -0-              -0-           -0-
______________________________________________________________________________________________________________________

D. Bruce Horton             -0-         -0-         -0-           -0-              -0-              -0-           -0-
______________________________________________________________________________________________________________________

Stephen Jewett, prior       -0-         -0-         -0-           -0-              -0-              -0-           -0-
director
______________________________________________________________________________________________________________________

Bertrand Taquet             -0-         -0-         -0-           -0-              -0-              -0-           -0-
______________________________________________________________________________________________________________________

Duncan Bain, prior
director                    -0-         -0-         -0-           -0-              -0-              -0-           -0-
______________________________________________________________________________________________________________________

Mark Campbell, prior        -0-         -0-         -0-           -0-              -0-              -0-           -0-
director
______________________________________________________________________________________________________________________

<FN>

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

</FN>
</TABLE>


EMPLOYMENT AND CONSULTING AGREEMENTS

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


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 38,536,862  shares of common stock issued
and outstanding.


                                      -55-


<PAGE>

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

DIRECTORS AND OFFICERS:

Marcus Johnson                              6,686,500 (2)       17.35%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

D. Bruce Horton                               100,000 (3)        0.003%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Bertrand Taquet                               350,000 (4)        0.0009%
2533 N. Caron Street, Suite 125
Carson City, Nevada 89706

All executive officers and directors        7,136,500 (5)       18.52%
as a group (3 persons)

1.   Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually  outstanding as of
     the date of this Annual Report. As of the date of this Annual Report, there
     are 38,536,862 shares issued and outstanding.

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

3.   This figure  includes  100,000 stock options which are exercisable at $1.00
     per share  expiring on April 27, 2018 to acquire  100,000  shares of common
     stock.

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

5.   This figure includes:  (i) 6,586,500 shares of restricted common stock; and
     (ii) 550,000  stock  options  which are  exercisable  at $1.00 per share to
     acquire 550,000 shares of common stock.


                                      -56-


<PAGE>


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  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
           INDEPENDENCE

None of our directors, officers or principal stockholders,  nor any associate or
affiliate  of the  foregoing,  have any  interest,  direct or  indirect,  in any
transaction or in any proposed  transactions,  which has materially  affected or
will materially affect us during fiscal year ended May 31, 2009.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2009, we incurred approximately $40,500 in fees
to our principal  independent  accountant for professional  services rendered in
connection with the audit of our financial  statements for fiscal year ended May
31, 2009 and for the review of our financial  statements  for the quarters ended
August 31, 2008, November 30, 2008 and February 28, 2009.

During fiscal year ended May 31, 2008, we incurred approximately $40,000 in fees
to our principal  independent  accountant for professional  services rendered in
connection with the audit of our financial  statements for fiscal year ended May
31, 2008 and for the review of our financial  statements  for the quarters ended
August 31, 2007, November 30, 2007 and February 28, 2008.

During  fiscal  year  ended May 31,  2009,  we did not incur any other  fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.


ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES

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


EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT

3.1         Articles of Incorporation(1)

3.2         Bylaws(1)

3.2.1       Amended Bylaws (2)

10.1        2007 Stock Incentive Plan of Geneva Resources, Inc.


                                      -57-


<PAGE>


10.2        Letter Agreement with Alantic 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        San 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)

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

10.8        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.

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

(1)  Filed as an Exhibit to the  Company's  Registration  Statement on Form SB-2
     filed with the SEC on  February  17, 2005 and  incorporated  herein by this
     reference.

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

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

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

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


                                      -58-


<PAGE>


(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.



















                                      -59-


<PAGE>


                                   SIGNATURES


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

                                    GENEVA RESOURCES, INC.

Dated: September 14, 2009
                                    By: /s/ MARCUS JOHNSON
                                        _____________________________________
                                            Marcus Johnson
                                            President/Chief Executive Officer


Dated: September 14, 2009
                                    By: /s/ D. BRUCE HORTON
                                        _____________________________________
                                            D. Bruce Horton
                                            Chief Financial Officer


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


Dated: September 14, 2009
                                    By: /s/ MARCUS JOHNSON
                                        ___________________
                                            Marcus Johnson
                                            Director

Dated: September 14, 2009
                                    By: /s/ D. BRUCE HORTON
                                        ___________________
                                            D. Bruce Horton
                                            Director

Dated: September 14, 2009
                                    By: /s/ BERTRAND TAQUET
                                        ___________________
                                            Bertrand Taquet
                                            Director


                                      -60-