UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM 20-F/A




( Mark One)


x
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
      SECURITIES EXCHANGE ACT OF 1934


OR


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


OR


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




For the
transition period from  
to




OR


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




Date of
event requiring this shell company report


Commission
file number


Geo
Genesis Group, Limited


(Exact
name of Registrant as specified in its charter)




(Translation
of Registrant’s name into English)





The
Republic of the Marshall Islands


(Jurisdiction
of incorporation or organization)





10
th
Floor Building No. 7


Shinan
Software Park


288
Ningxia Road


Quingdao
266071


People’s
Republic of China


(Address
of principal executive offices)




Copies
to:


Richard
A. Friedman, Esq.


David
Manno, Esq.


Sichenzia
Ross Friedman Ference LLP


61
Broadway, 32 nd
Floor


New
York, New York 10006


Phone:
(212) 930-9700


Fax:
(212) 930-972 5




Securities
registered or to be registered pursuant to Section 12(b) of the
Act.




Title
      of each class
              
              Name
      of each exchange on which registered


Securities
registered or to be registered pursuant to Section 12(g) of the Act.


Title
      of each class
              
              Name
      of each exchange on which registeredCommon
      Stock


Common
stock, Par Value $0.0001


(Title
of Class)




Securities
for which there is a reporting obligation pursuant to Section 15(d) of
the Act.    None




As of
December 31, 2008 the number of outstanding shares of each of the
issuer’s classes of capital or common stock was as follows: 67,725,692
fully paid Ordinary Shares.




Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act  ̈
  Yes     x
  No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934  ̈  Yes 
x
  No




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     ̈
   Yes      x No







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer




 ̈ Large Accelerated filer
                    
 ̈ Accelerated filer
                    
x
  Non-accelerated filer




Indicate
by check mark which financial statement item the registrant has elected to
follow.   x
  Item 17      ̈
  Item 18




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  ̈
  Yes     x
  No




(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of the securities under a
plan confirmed by a court.  ̈
  Yes      ̈
  No














EXPLANATORY NOTE





The
Company’s consolidated financial statements are prepared in accordance with
International Generally Accepted Accounting Principles (GAAP), the application
of which, in the case of the Company, conforms in all material respects for the
periods presented with United States GAAP, except as discussed in footnotes to
the financial statements.





The
financial statements as required under ITEM #17 are attached hereto and found
immediately following the text of this Registration Statement. The audit reports
of the Company are included herein immediately preceding the financial
statements.











2









Table of
Contents




TABLE
OF CONTENTS




FORWARD
      LOOKING STATEMENTSITEM
      1.
              
              IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
              5ITEM
      2.
              
              OFFER
      STATISTICS AND EXPECTED TIMETABLE
              7ITEM
      3.
              
              KEY
      INFORMATION
              7ITEM
      4.
              
              INFORMATION
      ON THE COMPANY
              15ITEM
      5.
              
              OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
              21ITEM
      6.
              
              DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
              25ITEM
      7.
              
              MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
              33ITEM
      8.
              
              FINANCIAL
      INFORMATION
              34ITEM
      9.
              
              THE
      OFFER AND LISTING
              34ITEM
      10.
              
              ADDITIONAL
      INFORMATION
              36ITEM
      11.
              
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              42ITEM
      12.
              
              DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
              42ITEM
      13.
              
              DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
              43ITEM
      14.
              
              MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
              43ITEM
      15.
              
              CONTROLS
      AND PROCEDURES
              43ITEM
      16A.
              
              AUDIT
      COMMITTEE FINANCIAL EXPERT
              43ITEM
      16B.
              
              CODE
      OF ETHICS
              43ITEM
      16C.
              
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              44ITEM
      16D.
              
              EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
              44ITEM
      16E.
              
              PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS
              44ITEM
      17.
              
              FINANCIAL
      STATEMENTS
              44ITEM
      18.
              
              FINANCIAL
      STATEMENTS
              103ITEM
      19.
              
              EXHIBITS
              104







3




CERTAIN
INFORMATION





As used
in this report, “we,” “us,” “our,” the “Company,” “The Group” and “GGG” refers
to Geo Genesis Group, Ltd.. and its subsidiaries, Geo Genesis Group, Inc. and
Qingdao China Partners Investment Advisory Co.., Limited, except where it is
clear that such terms mean only Geo Genesis Group, Ltd.





International
GAAP standards conform in all material respects with generally accepted
accounting principles in the United States, except as noted in our financial
statements attached.  See “Item 17.”





FORWARD-LOOKING
STATEMENTS





This
report contains forward-looking statements. We may make additional written or
oral forward-looking statements from time to time in filings with the Securities
and Exchange Commission or otherwise. The words believe, expect, anticipate,
project and similar expressions identify forward-looking statements, which speak
only as of the date the statement is made. Although we believe that our
expectations are based on reasonable assumptions within the bounds of our
knowledge of our business and operations, our business is subject to significant
risks and there can be no assurance that actual results of our development and
manufacturing activities and our results of operations will not differ
materially from our expectations .





Forward-looking
statements are subject to inherent risks and uncertainties, some of which cannot
be predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. Statements in this annual report including those set
forth in ‘Risk Factors’ in this report, describe factors, among others, that
could contribute to or cause such differences.







4




PART I




ITEM 1.
            IDENTITY OF DIRECTORS, SENIOR
      MANAGEMENT AND ADVISORS




A.
            Directors
      and Senior Management





The
Following table provides the names and titles of our directors and senior
management.








Name
                      TitleMarc
      Stephen Koplik
                      Non-Executive
      Chairman(1)Roger
      Emile Bendelac
                      Chief
      Executive Officer(1)Anastasio
      Carayannis
                      Chief
      Operating Officer(1)Philip
      Roger Howard Connor III
                      Chief
      Financial Officer(1)Albert
      O’Neil Grant II
                      Non-Executive
      Director(1)Ian
      Frederick Davison
                      Non-Executive
      Director(1)


(1)
            The
      business address for our directors and senior management is c/o Henderson
      & Koplik, the Graybar Building, 420 Lexington Avenue, Suite 2831, New
      York, New York 10170.








Mr.
Kolpik’s responsibilities include sitting on the compensation committee and
heading the audit committee.





Mr.
Bendelac’s responsibilities include overseeing and implementing development of
the Company’s Chinese business,





Mr.
Carayannis’s, responsibilities include sitting on the audit committee and
heading the compensation committee





Mr.
Connor’s is responsible for preparation of the Company’s financial statements
and reporting obligations.





Mr.
Grant’s responsibilities as a director include settling policy for the
Company.





Mr.
Davison’s responsibilities as a director include setting policy for the
Company .









5





B.
            Advisors





Corporate Advisors/Investment
Bankers/Regulatory Advisors on PLUS
Markets


Orange
Corporate Finance Limited


Devlin
House


36, Saint
George Street


Mayfair


London,
W1S 2FW


United
Kingdom





English
Legal Advisers to the Company


Faegre
& Benson LLP


7 Pilgrim
Street


London
EC4V 6LB


United
Kingdom





Marshall
Islands Legal Advisers to the Company


Reeder
& Simpson P.C.


RRE
Commercial Center


P.O. Box
601


Majuro


MH
96960


Marshall
Islands





Bermuda
Legal Advisers to the Company


Appleby


Canon’s
Court


22
Victoria Street


PO Box HM
1179


Hamilton
HM EX


Bermuda





Financial
PR


St Brides
Media & Finance Limited


Chaucer
House


38 Bow
Lane


London
EC4M 9AY


United
Kingdom


Principal
Registrar


Computershare
Investor Services (Channel Island) Limited


Ordnance
House


31 Pier
Road


St
Helier, Jersey JE4 8PW


Channel
Islands





Depositary
and Custodian


Computershare
Investor Services PLC


The
Pavilions


Bridgwater
Road


Bristol
BS13 8AE


United
Kingdom






6





C.
            Auditors





Auditors
and Reporting Accountants - UK


Mazars
LLP


Tower
Bridge House


St
Katharine’s Way


London
E1W 1DD


United
Kingdom




ITEM 2.
            OFFER STATISTICS AND EXPECTED
      TIMETABLE




Not
applicable.




ITEM 3.
            KEY
      INFORMATION







A.
            Selected
      Financial Data





The
following tables summarize selected financial data for the Company (prepared in
accordance with International generally accepted accounting principles
(“International GAAP”).  The information in the table was extracted from
the more detailed financial statements and related notes included herein and
should be read in conjunction with these financial statements and with the
information appearing under the heading “Item 5 – Operating And Financial Review
And Prospects”.  Note 7 of the financial statements of the Company included
herein sets forth the measurement differences were such information to be
presented in conformity with United States generally accepted accounting
principles (“U.S. GAAP”).








Year Ended September 30,
      2008   (Audited)
            
            
            From
      April 2 to September 30, 2007 (Audited)(a )
      Total revenue
            
            $
            164,720
            
            
            $
            56,294(b)
      Income (loss) from continuing operations
            
            $
            (2,415,504
            )
            
            $
            (75,763
            )Per Share(1)(c)
      (Loss) earnings from discontinued operations
            
            $
            0
            
            
            $
            0Per Share(1)(d)
      Total assets
            
            $
            737,235
            
            
            $
            418,309(e)
      Total long-term debt
            
            $
            0
            
            
            $
            0(f)
      Capital stock
            
            $
            6,773
            
            
            $
            6,420(g)
      Total shareholders’ equity
            
            $
            683,212
            
            
            $
            361,294(h)
      Cash dividends declared per share
            
            $
            0
            
            
            $
            0(i)
      Net loss for the period
            
            
            (2,415,504
            )
            
            $
            (75,763
            )Per Share Basic (cents) (1)(2)
            
            $
            (3.7
            )
            
            $
            (0.31
            )





(1)
            The effect of potential share issuances pursuant
      to the exercise of options and warrants would be anti-dilutive and,
      therefore, basic and diluted losses are the
  same.


(2) The
calculation of basic loss per share is based on loss after taxation of
$2,415,504 (30 September 2007: $75,763 loss) and on 66,822,693 ordinary shares
(30 September 2007: 24,172,929), being the weighted average number of shares in
issue during the period.






7




Exchange
Rates





The
conversion of US Dollars intro Renminbi in this report is based on the average
daily Interbank Rate reported by OANDA.com.  We make no representation
that any Renminbi or U.S. dollar amounts could have been, or could be, converted
into U.S. dollars or Renminbi, as the case may be, at any particular rate, the
rates stated below, or at all. The PRC government imposes controls over its
foreign currency reserves in part through direct regulation of the conversion of
Renminbi into foreign exchange and through restrictions on foreign
trade.




The
following table sets forth various information concerning exchange rates between
the Renminbi and the U.S. dollar for the periods indicated. These rates are
provided solely for your convenience and are not necessarily the exchange rates
that we used in this annual report or will use in the preparation of our
periodic reports or any other information to be provided to you. The source of
these rates is the OANDA.com. As of January 22, 2008, the Interbank rate was
RMB6.8495 to USD$1.00.




US
      Dollars per Renminbi
              Average
      (1)
              High
              Low
              Period-End
      (2)December
      2008
              6.8676
              6.8810
              6.8045
              6.8542November
      2008
              6.8413
              6.8343
              6.8029
              6.8359October
      2008
              6.8501
              6.8443
              6.7480
              6.8520September
      2008
              6.8499
              6.8405
              6.7926
              6.8551August  2008
              6.8419
              6.8702
              6.8061
              6.8452July
      2008
              6.8475
              6.8592
              6.8005
              6.8400Year
      Ended September 30, 2008
              7.3103
              7.5183
              6.9935
              7.0222Period
      ended September 30, 2007
              7.6645
              7.7400
              7.5330
              7.5558


(1)
Averages are calculated by using the average of the daily rates during the
relevant period.


(2)
Period ends on the last day of the month stated.




B. Capitalization and
indebtedness




The
following table summarizes our capitalization and indebtedness as at April 30,
2009 and September 30, 2008 . The information in the table should be read in
conjunction with the more detailed combined financial statements and notes
presented elsewhere in this registration statement.






Capitalization
      and indebtednessAs
      At April 30, 2009
                    (Unaudited)
                  
                  
                  As
      At
                    Sept.
      30, 2008
                    (Audited)IndebtednessGuaranteed
                  
                  
                  0
                  
                  
                  
                  0Unguaranteed
                  
                  $
                  54,023
                  
                  
                  $
                  54,023Secured
                  
                  
                  0
                  
                  
                  
                  0Unsecured
                  
                  $
                  54,023
                  
                  
                  $
                  54,023Shareholders'
      EquityCommon
      Shares, issued and outstanding: (9/30/2008 , 65,900,428 shares and
      9/30/07, 24,172,929 shares)
                  
                  $
                  6,773
                  
                  
                  $
                  6,773Share
      premium account
                  
                  
                  2,719,929
                  
                  
                  $
                  2,719,929Accumulated
      deficit
                  
                  $
                  (2,491,267
                  )
                  
                  $
                  (2,491,267
                  )Subject
      to escrow agreementTranslation
      reserves
                  
                  $
                  2,035
                  
                  
                  $
                  2,035Free
      trading common sharesShare
      option reserve
                  
                  $
                  445,742
                  
                  
                  $
                  445,742Warrants
      (expiring)Brokers'
      options (expiring)Options
      to acquire stockFully
      Diluted SharesNet
      shareholders' equity
                  
                  $
                  683,212
                  
                  
                  $
                  683,212Total
      capitalization
                  
                  $
                  683,212
                  
                  
                  $
                  683,212






8




As
      At
                  Sept
      30, 2009
                  (Unaudited)
                
                
                As
      At
                  Sept
      30, 2008
                  (Audited)Cash
      and cash equivalents
                
                $
                385,725
                
                
                $
                385,723Total
      assets
                
                $
                737,235
                
                
                $
                737,235Convertible
      redeemable preference shares(1)Total
      shareholders’ (deficit) equity
                
                $
                683,212
                
                
                $
                638,212




C.
            Reasons
      for the Offer and Use of Proceeds




Not
applicable.




D.
            Risk
      Factors







Risks Related to Our
Business





We
have a limited operating history and limited historical financial information
upon which you may evaluate our performance





We are in
our early stages of development and face risks associated with a new company in
a growth industry. We may not successfully address these risks and uncertainties
or successfully implement our operating strategies. If we fail to do so, it
could materially harm our business to the point of having to cease operations
and could impair the value of our common stock to the point investors may lose
their entire investment. Even if we accomplish these objectives, we may not
generate positive cash flows or the profits we anticipate in the
future





We
give no assurances that any plans for future expansion will be implemented and
if we do not secure adequate financing, our profitability may be adversely
affected.





Our
ability to implement our business plan and ultimately generate enough revenue to
be profitable is directly influenced by our ability to secure adequate
financing.  If we do not receive significant funding from future
investors, we will experience delays in our growth strategies and, ultimately,
in our profitability.





Failure
to attract and retain key personnel could have a material adverse effect on our
business





We are
dependent on various key personnel within our organizations including the
officers Roger Emile Bendelac, Anastasio Carayannis, and Philip Roger Howard
Connor III.   There is no guarantee that these individuals will
remain with the Company and if any of them were to leave this may have an
adverse effect on the Company’s business, financial condition and/or results of
operations whilst management time is directed towards finding suitable
replacements or if no suitable replacement is available to the
Company.  The Company does not have  "keyman" life insurance
for any of its officers or directors. Any future unavailability of the services
of such key personnel may result in a failure of the Company to meet its
investment objectives and  could have a material adverse effect on the
business and prospects of the Company.





Our
employment agreements do not protect the Company  against
competition from former executive directors of the Company





Phillip
Roger Howard Connor III, our CFO, Roger Emile Bendelac, our CEO, and Anastasio
Carayannis, our COO, have service agreements in place with the Company. The
terms of the service agreements are relatively basic and do not include
provisions normally associated with standard UK service agreements including,
inter alia ,
non-compete provisions or immediate termination provisions in the event an
officer commits an act amounting to negligence or breaches the terms of his
service agreement. The latter risk is negated to some degree on the basis the
Company can terminate the service agreement with one day’s written notice. There
is a risk to the Company however if the officer leaves the employ of the Company
and sets up a competing business. That risk is also mitigated on existing
business flow since the Company is usually protected by a non-circumvent
agreement with its clients which protects the Company on specific
assignment.





We
face competition for a limited pool of investment opportunities which may reduce
our potential profits


There
are other companies operating in a similar sector to the Company, such as
private equity funds,  financial institutions and other investors,
both local to each target market the Company has identified and foreign,
actively seeking and making investments in emerging markets. A number of these
competitors may be substantially larger and may have considerably greater
financial, technical and marketing resources than the
Company.  Although we view ourselves in a favorable position vis-à-vis
our competition, some of the other companies that sell into our market may be
more successful than us and/or have more experience and money that we
do.  Competition may lead to either an over-supply of business similar
to that of the Company or  to prices for providing services being
driven down as a result of potential advisers trying to win new business. In
addition, competition for a limited number of potential investment opportunities
may lead to a delay in making investments. The existence of such competition may
have a material adverse impact on the Company’s ability to secure investment
opportunities and ultimately reduce the Company’s potential profits.  
 There may be
restrictions regarding investments made by foreign entities into certain
emerging markets, and certain investments may require prior evaluation or
approval by the governments of such markets. This may increase the competition
for a limited number of investments considered to be attractive by the Company,
and which may ultimately result in investment delays for the
Company.






9





Changes
in the tax laws could have a detrimental effect on our Company





Changes
or interpretation of existing tax legislation in the jurisdictions the Company
operates could be a possibility and such changes or interpretations may have an
adverse effect on the tax liabilities of the Company or its
subsidiaries.





We
are incorporated in the Republic of the Marshall Islands, which does not have a
well-developed body of corporate law, which may negatively affect the ability of
public shareholders to protect their interests




We are
incorporated under the laws of the Republic of the Marshall Islands, and our
corporate affairs are governed by our Articles of Incorporation and Bylaws and
by the Marshall Islands Business Corporations Act or BCA. The provisions of the
BCA resemble provisions of the corporation laws of a number of states in the
United States. However, there have been few judicial cases in the Republic of
the Marshall Islands interpreting the BCA. The rights and fiduciary
responsibilities of directors under the law of the Republic of the Marshall
Islands are not as clearly established as the rights and fiduciary
responsibilities of directors under statutes or judicial precedent in existence
in certain United States jurisdictions. Shareholder rights may differ as well.
While the BCA does specifically incorporate the non-statutory law, or judicial
case law, of the State of Delaware and other states with substantially similar
legislative provisions, public shareholders may have more difficulty in
protecting their interests in the face of actions by the management, directors
or controlling shareholders than would shareholders of a corporation
incorporated in a United States jurisdiction.





We have a limited operating
history and may not generate enough revenues to stay in
business.





We
were organized in April 2007 and have had limited operations since our inception
from which to evaluate our business and prospects. There can be no assurance
that our future proposed operations will be implemented successfully or that we
will ever have profits. Our limited financial resources are significantly less
than those of other companies, which can develop alternatives to our current and
pending product lines in the U.S. If we are unable to sustain our operations,
you may lose your entire investment. We face all the risks inherent in a new
business, including the expenses, difficulties, complications  and
delays frequently encountered in connection with conducting
operations,


including
capital requirements and management's potential underestimation of initial and
ongoing costs. In evaluating our business and prospects, these difficulties
should be considered. If we are unable to achieve profitability we will be
forced to curtail our operations and go out of business.





We have a history of losses
since our inception which may continue.  If we continue to experience
losses, we may be forced to cease our operations which would cause investors to
lose their entire investment





For
the year ended September 30, 2008 the Company had a net loss of $2,415,504. For
the period from incorporation to September 30, 2007, the Company had a net loss
of $75,763.  Because of these conditions, we will require additional
working capital to develop our business operations. We have not achieved
profitability and we can give no assurances that we will achieve profitability
within the foreseeable future, as we fund operating and capital expenditures. We
cannot assure investors that we will ever achieve or sustain profitability or
that our  operating losses will not increase in the future. If we
continue to incur losses, we will not be able to fund any of our business
development activities, and we may be forced to cease our operations. If we are
forced to cease operations, investors will lose the entire amount of their
investment.






10





If
we are considered to be a “passive foreign investment company” for U.S. federal
income tax purposes, a “U.S. Holder of our common stock could be subject to
increased tax liability upon the sale or other disposition of our common stock
or upon the receipt of amounts treated as “excess
distributions”.





A
foreign corporation will be treated as a "passive foreign investment company,"
or a PFIC, for U.S. federal income tax purposes, if 75% or more of its gross
income consists of certain types of passive income or 50% or more of its assets
produce or are held for the production of passive income. If a corporation owns
at least 25% by value of the shares of another corporation, it is treated for
purposes of these tests as owning a proportionate share of the assets of the
other corporation and as receiving directly a proportionate share of the other
corporation's income. Passive income for this purpose generally includes
dividends, interest, royalties, rents and gains from commodities and securities
transactions. We presently believe that we are not, a PFIC and do not anticipate
becoming a PFIC. This is, however, a factual determination made on an annual
basis based on our income, assets and market capitalization, among other
factors, and is subject to change. If we are classified as a PFIC, a U.S.
Holder* of our common shares could be subject to increased tax liability upon
the sale or other disposition of our common shares or upon the receipt of
amounts treated as "excess distributions."




*As
used herein, the term "U.S. Holder" means a beneficial owner of common shares
that is a United States citizen or resident, United States partnership or other
United States entity treated as a partnership, United States corporation or
other United States entity taxable as a corporation, an estate the income of
which is subject to United States federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary jurisdiction over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust.




Risks relating to doing
business in China




The
Company has a presence in the PRC and is currently focusing the majority of its
efforts on developing business there. Notwithstanding that this is not the only
emerging market that the Company is focused on, it does account for a
substantial proportion of the Company’s business to date and a significant
amount of management time is spent on exploring ventures and initiatives in the
PRC.





Adverse
changes in political and economic policies of the Chinese government could have
a material adverse effect on the overall economic growth of China, which could
reduce the demand for our products and materially and adversely affect our
competitive position.




Our
business, financial condition, results of operations and prospects are affected
significantly by economic, political and legal developments in China. The
Chinese economy differs from the economies of most developed countries in many
respects, including:







o
            the
      amount of government
involvement;




o
            the
      level of development;




o
            the
      growth rate;




o
            the
      control of foreign
exchange; and




o
            the
      allocation of resources.




While
the Chinese economy has grown significantly in the past 20 years, the
growth has been uneven, both geographically and among various sectors of the
economy. The PRC government has implemented various measures to encourage
economic growth and guide the allocation of resources. Some of these measures
benefit the overall Chinese economy, but may also have a negative effect on us.
For example, our financial condition and results of operations may be adversely
affected by government control over capital investments or changes in tax
regulations that are applicable to us.




The
Chinese economy has been transitioning from a planned economy to a more
market-oriented economy. Although in recent years the Chinese government
has implemented measures emphasizing the utilization of market forces for
economic reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a
substantial portion of the productive assets in China is still owned by the PRC
government. The continued control of these assets and other aspects of the
national economy by the Chinese government could materially and adversely
affect our business.  The PRC government also exercises
significant control over Chinese economic growth through the allocation of
resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular
industries or companies. Efforts by the PRC government to slow the pace of
growth of the Chinese economy could result in decreased capital expenditure by
solar energy users, which in turn could reduce demand for our services. Any
adverse change in the economic conditions or government policies in China could
have a material adverse effect on the overall economic growth which in turn
could lead to a reduction in demand for our services and consequently have a
material adverse effect on our businesses.






11





Fluctuation in the value of the
Renminbi may have a material adverse effect on your
investment.




The
change in value of the Renminbi against the U.S. dollar and other
currencies is affected by, among other things, changes in China’s political and
economic conditions. On July 21, 2005, the PRC government changed its
decade-old policy of pegging the value of the Renminbi to the U.S. dollar.
Under the new policy, the Renminbi is permitted to fluctuate within a narrow and
managed band against a basket of certain foreign currencies. This change in
policy has resulted in an appreciation of Renminbi against U.S. dollar,
which is continuing. While the international reaction to the Renminbi
revaluation has generally been positive, there remains significant international
pressure on the PRC government to adopt an even more flexible currency policy,
which could result in a further and more significant appreciation of the
Renminbi against the U.S. dollar. As a portion of our costs and expenses is
denominated in Renminbi, the revaluation in July 2005 and potential future
revaluation has and could further increase our costs. In addition, as we rely
entirely on dividends paid to us by our operating subsidiaries, any significant
revaluation of the Renminbi may have a material adverse effect on our revenues
and financial condition, and the value of, and any of our dividends payable on
our ordinary shares in foreign currency terms. For example, to the extent that
we need to convert U.S. dollars we receive from this offering into Renminbi
for our operations, appreciation of the Renminbi against the U.S. dollar
would have an adverse effect on the Renminbi amount we receive from the
conversion. Conversely, if we decide to convert our Renminbi into
U.S. dollars for the purpose of making payments for dividends on our
ordinary shares or for other business purposes, appreciation of the
U.S. dollar against the Renminbi would have a negative effect on the
U.S. dollar amount available to us.





Restrictions on currency exchange
may limit our ability to receive and use our revenues
effectively.




All of
our revenues and about 10 per cent of our expenses are denominated in Renminbi.
If our revenues denominated in Renminbi increase or expenses denominated in
Renminbi decrease in the future, we may need to convert a portion of our
revenues into other currencies to meet our foreign currency obligations,
including, among others, payment of dividends declared, if any, in respect of
our ordinary shares. Under China’s existing foreign exchange regulations, we are
able to pay dividends in foreign currencies, without prior approval from the
State Administration of Foreign Exchange, or SAFE, by complying with certain
procedural requirements. However, we cannot assure you that that the Chinese
government will not take further measures in the future to restrict access to
foreign currencies for current account transactions.





Capital
outflow policies in the PRC may hamper our ability to remit income to the United
States.




The
People’s Republic of China has adopted currency and capital transfer
regulations. These regulations may require that we comply with complex
regulations for the movement of capital and as a result we may not be able to
remit all income earned and proceeds received in connection with our operations
or from the sale of our operating subsidiary to the U.S. or to our
stockholders.




Our
operations and assets in the PRC are subject to significant political and
economic uncertainties.




Government
policies are subject to rapid change and the PRC government may adopt policies
which have the effect of hindering private economic activity and greater
economic decentralization. There is no assurance that the PRC government will
not significantly alter its policies from time to time without notice in a
manner with reduces or eliminates any benefits from its present policies of
economic reform. In addition, a substantial portion of productive assets in
China remains government-owned. For instance, all lands are state owned and
leased to business entities or individuals through governmental granting of
state-owned land use rights. The granting process is typically based on
government policies at the time of granting, which could be lengthy and complex.
This process may adversely affect our business. The PRC government also
exercises significant control over China’s economic growth through the
allocation of resources, controlling payment of foreign currency and providing
preferential treatment to particular industries or companies. Uncertainties may
arise with changing of governmental policies and measures. In addition, changes
in laws and regulations, or their interpretation, or the imposition of
confiscatory taxation, restrictions on currency conversion, imports and sources
of supply, devaluations of currency, the nationalization or other expropriation
of private enterprises, as well as adverse changes in the political, economic or
social conditions in China, could have a material adverse effect on our
business, results of operations and financial condition.






12





A
downturn in the economy of China may slow our growth and
profitability.




The
growth of the Chinese economy has been uneven across geographic regions and
economic sectors. There can be no assurance that growth of the Chinese economy
will be steady or that any downturn will not have a negative effect on our
business.




Because
Chinese law governs almost all of our material agreements, we may not be able to
enforce our legal rights within China or elsewhere, which could result in a
significant loss of business, business opportunities, or capital.




Chinese
law governs almost all of our material agreements. We cannot assure you that we
will be able to enforce any of our material agreements or that remedies will be
available outside of China. The system of laws and the enforcement of existing
laws in China may not be as certain in implementation and interpretation as in
the United States. The inability to enforce or obtain a remedy under any of our
future agreements could result in a significant loss of business, business
opportunities or capital.




It
will be extremely difficult to acquire jurisdiction and enforce liabilities
against our officers, directors and assets based in China.




Substantially
all of our assets will be located in the PRC and many of our officers and
directors reside outside of the United States.  As a result, it may not be
possible for United States investors to enforce their legal rights, to effect
service of process upon these directors or officers or to enforce judgments of
United States courts predicated upon civil liabilities and criminal penalties of
our directors and officers under Federal securities laws. Moreover, we have been
advised that China does not have treaties providing for the reciprocal
recognition and enforcement of judgments of courts with the United States.
Further, it is unclear if extradition treaties now in effect between the United
States and China would permit effective enforcement of criminal penalties of the
Federal securities laws.





Because
our funds are held in banks which do not provide insurance, the failure of any
bank in which we deposit our funds could affect our ability to continue in
business.




Banks
and other financial institutions in the PRC do not provide insurance for funds
held on deposit. As a result, in the event of a bank failure, we may not have
access to funds on deposit. Depending upon the amount of money we maintain in a
bank that fails, our inability to have access to our cash could impair our
operations, and, if we are not able to access funds to pay our suppliers,
employees and other creditors, we may be unable to continue in
business.




Risks Related to the Common
Stock





There Is No Trading Market For Our Common Stock And As
A Result You May Not Be Able to Sell Our Common Stock.




There
is no market for our common stock and there may never be a market for our common
stock.  In the absence of an active trading market, you may have
difficulty buying and selling or obtaining market quotations; the market
visibility for our stock may be limited, and the lack of visibility for our
common stock may have a depressive effect on the market price for our common
stock.







13





There
is a limited public market for the common stock.





Our
common stock is not traded on any market in the United States.  Our
common stock is only traded on the PLUS Market, which is an exchange in London
and as a result there is currently a very limited public market for our common
stock and ownership of our stock is concentrated in the hands of a limited
number of individuals. Our stockholders may, therefore, have difficulty selling
their common stock, should they decide to do so. In addition, there can be no
assurances that such markets will continue or that any shares of common stock,
which may be purchased, may be sold without incurring a loss. Any such market
price of the common stock may not necessarily bear any relationship to our book
value, assets, past operating results, financial condition or any other
established criteria of value, and may not be indicative of the market price for
the common stock in the future. Further, the market price for the common stock
may be volatile depending on a number of factors, including business
performance, industry dynamics, and news announcements or changes in general
economic conditions.




We
have not paid and do not anticipate paying any dividends on our common stock;
therefore, our securities could face devaluation in the market.





We have
paid no dividends on our common stock to date and it is not anticipated that any
dividends will be paid to holders of our common stock in the foreseeable future.
While our dividend policy will be based on the operating results and capital
needs of the business, it is anticipated that any earnings will be retained to
finance our future expansion and for the implementation of our new business
plan. Lack of a dividend can further affect the market value of our common
stock, and could significantly affect the value of any investment in
us.





Our shares are subject to the U.S. “Penny
Stock” Rules and investors who purchase our shares may have difficulty
re-selling their shares as the liquidity of the market for our shares may be
adversely affected by the impact of the “Penny Stock” Rules.





Our stock
will be subject to U.S. “Penny Stock” rules, which may make the stock more
difficult to trade on the open market. Our common shares are not currently
traded on the OTCBB, but it is the Company’s plan that the common shares be
quoted on the OTCBB. A “penny stock” is generally defined by regulations of the
U.S. Securities and Exchange Commission (“SEC”) as an equity security with a
market price of less than US$5.00 per share. However, an equity security with a
market price under US$5.00 will not be considered a penny stock if it fits
within any of the following exceptions:





(i) the
equity security is listed on NASDAQ or a national securities
exchange;


(ii) the
issuer of the equity security has been in continuous operation for less than
three years, and either has (a) net tangible assets of at least
US$5,000,000, or (b) average annual revenue of at least US$6,000,000;
or


(iii) the
issuer of the equity security has been in continuous operation for more than
three years, and has net tangible assets of at least US$2,000,000.





Our
common stock does not currently fit into any of the above
exceptions.





If an
investor buys or sells a penny stock, SEC regulations require that the investor
receive, prior to the transaction, a disclosure explaining the penny stock
market and associated risks. Furthermore, trading in our common stock will be
subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and
non-exchange listed securities. Under this rule, broker/dealers who recommend
our securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser’s written agreement to a transaction prior
to sale. Securities are exempt from this rule if their market price is at least
$5.00 per share. Since our common stock is currently deemed penny stock
regulations, it may tend to reduce market liquidity of our common stock, because
they limit the broker/dealers’ ability to trade, and a purchaser’s ability to
sell, the stock in the secondary market.





The low
price of our common stock has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders. The low price of our common
stock also limits our ability to raise additional capital by issuing additional
shares. There are several reasons for these effects. First, the internal
policies of certain institutional investors prohibit the purchase of low-priced
stocks. Second, many brokerage houses do not permit low-priced stocks to be used
as collateral for margin accounts or to be purchased on margin. Third, some
brokerage house policies and practices tend to discourage individual brokers
from dealing in low-priced stocks. Finally, broker’s commissions on low-priced
stocks usually represent a higher percentage of the stock price than commissions
on higher priced stocks. As a result, the Company’s shareholders may pay
transaction costs that are a higher percentage of their total share value than
if our share price were substantially higher.


.




14




ITEM 4.
            INFORMATION ON THE
      COMPANY\




A.
            History
      and Development of the Company





Geo
Genesis was incorporated and registered in the Marshall Islands on April 2, 2007
under the name Geo Genesis Group, Limited.  The Company was
incorporated under the Business Corporations Act with company number
23087.





Trust
Company of the Marshall Islands serves as the Company’s agent for service of
process.  The registered address of the Company is Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, MH096960, Marshall
Islands.




The
principal place of business of the Company is 10th Floor, Building No.7, Shinan
Software Park, 288 Ningxia Road, Qingdao 266071, People’s Republic of
China.  The telephone number at its principal place of business is
+86(0)532 8571 0050.





The
Company does business in China through its wholly owned subsidiary, Qingdao
China Partners Investment Advisory Co. Ltd.  ("China
Partners”).  China Partners is licensed by the Shangdong Province
Commerce Department to provide corporate advisory services
nationally.





Geo
Genesis was formed as a holding company for the merged companies of Geo Genesis
Group, Inc. (“GGGI”), which is registered in the United States, and China
Partners.  Geo Genesis owns 100 percent of the share capital and 100
percent of the voting power in each of GGGI and China Partners.





Together
with GGGI and China Partners, Geo Genesis has established a further six
subsidiary companies and also has equity stakes in other
companies.   Geo Genesis is in the process of establishing a
private equity asset management division.   Geo Genesis holds 100
percent of the voting power and 100 percent of the share capital in each of
their six subsidiaries.  The subsidiaries are listed below and the
registration or incorporation of each subsidiary is indicated in
brackets.




·
            China
      Partners Capital Management, Limited (Bermuda)·
            China
      Partners Private Equity, Limited (Bermuda)·
            China
      Partners Properties, Limited (Bermuda)·
            China
      Partners Property Management, Limited (Bermuda)·
            GGG
      Global Capital Management, Limited (Bermuda)·
            GGG
      Global Opportunities Limited
(Bermuda)





The
subsidiaries of Geo Genesis have been established primarily to operate as
investment vehicles and/or strategic advisers to companies based and/or
operating in emerging markets, with current efforts being primarily focused in
China, which are seeking to raise capital in the EU, Hong Kong and the United
States.


As
discussed in depth below under “Business Overview”, the Company’s current focus
is on developing our business in China and establishing a
private  equity asset management division.





The
Company holds non-control equity positions in the following private
companies:





1.
Changda, which is an advisory client of China Partners, is a Marshall Islands
incorporated holding company with PRC operating subsidiaries specializing in
fertilizer products. The Company  owns  2.14%  of
Changda (1,200,000 shares) which it acquired in 2007; and





2.
Global Sealand Engineering, Limited (“Global Sealand Engineering”), an
engineering services company incorporated in December 2007 in British Virgin
Islands to aimed at establishing a waste water and environmental waterfront
engineering company in the emerging markets and China in particular. The Company
owns 35% of Global Sealand Engineering which it acquired in
2008.





3.  Trilliant
Mining, an Ecuador based iron ore mining project where the company owns one
million shares valued at an average price of $2, OTC-BB.







15





The
Company accounts for acquisitions of subsidiaries and businesses using the
purchase method.  The cost of the  business combination is
measured as the aggregate of the fair values (as of the date of the exchange) of
assets given, liabilities  incurred or assumed, and equity instruments
issued by the Company (and its subsidiaries)  in
exchange  for control of the acquiree, plus any costs directly
attributable to the business combination. The acquiree’s identifiable assets,
liabilities and contingent liabilities that meet the conditions of recognition
under IFRS 3 Business Combinations are recognized at their fair values at the
acquisition date, except for non-current assets (or disposal groups) that are
classified as held for sale in accordance with IFRS 5 Non-current Assets held
for Sale and Discontinued Operations, which are recognized and measured at fair
value less costs to sell.





Goodwill
arising on acquisition is recognized as an asset and initially measured at cost,
being the excess of the cost of the business combination over the Company’s
(including its subsidiaries) interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities recognized. If, after
reassessment, the Company’s (including its subsidiaries) interest in the net
fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities exceeds the cost of the business combination, the excess is
recognized immediately in profit or loss.




No public
takeover bids have been made by third parties in respect of the Company’s issued
share capital.





The
Company financed its operations in part through private placements of shares at
$.65 each.   Between November 2007 and January 2007, the Company
completed two separate private placements with various subscribers in the United
States pursuant to which we raised $2,291,700 (before expenses) for the purposes
of working capital.




B.
            Business
      Overview




Overview





Geo
Genesis intends to generate revenues from:


(i)
profit sharing and holdings of shares and warrants in investee
companies;


(ii)
advisory fees and/or equity positions taken in advisory clients or investee
companies; and


(iii)
management fees and profit sharing for assets under management.





Management
believes there are numerous opportunities in emerging markets for international
investors and companies, and further believe that, due to the combined financial
and professional services experience of the Management, the Company will be able
to take advantage of such opportunities by building on and solidifying its
existing network of contacts based in emerging market countries.





Management
believes it is important to develop and maintain specialist skills and expertise
through having a local presence, alliances, partnerships and networks in the
emerging markets within which the Company operates. By way of example, the
Company, through its wholly-owned subsidiary China Partners, has five
professionals employed in Qingdao, PRC and the officers are continuing to
develop a network of professional advisers throughout China and other emerging
markets.




The
Company’s significant capital expenditures since inception have been for
property, plant and equipment (including computers, software and office
furniture), in the amount of $43,332.





Operations
and Principal Activities





Management
believes the key objectives for the Company are to generate revenue and/or
acquire equity positions in investee companies, advisory clients or assets
within the target market through:





(i) the
provision of advisory services, which include: corporate restructuring,
corporate governance, marketing strategy, assisting in appointing international
professional service providers such as financial advisers, placing agents,
lawyers and accountants,  and assisting in the management and
communication with such professional service providers;


(ii) the
provision and/or sourcing of private placing and pre-IPO capital;


(iii)
ensuring that the raising of capital is completed in conformity with applicable
rules and regulations; and


(iv)
providing research on selected industry sectors.






16





The
Company’s activities are currently focused on China.  During the six
month period ending March 31, 2008, the Company made substantial progress in
extending the number of clients and client targets.  The Company
formed a strategic partnership with the Quingdao office of the Bank of
Communications, China’s first state-owned shareholding commercial bank, to
provide comprehensive financial services to joint clients which provides us with
additional exposure to interesting, undervalued companies that may require our
services.  Additionally, our strategic partners, Hiking Group Co,
Ltd., a large collective group which was formed by five trading companies at
provincial level, has referred to us five of its potential investment companies
as investment projects.  We have also taken steps towards the
establishment of the first of our fund management companies, following the
appointment of a Nominated Advisor for a fund raising and listing of the China
Private Equity Management Company CPPE.





In
October 2008, the Company entered into a strategic cooperation agreement with
Arbel CapitalGroup Ltd.  to provide corporate advisory and capital
raising services to growth companies primarily in the agricultural and
technology sectors.  The Company and Arbel have agreed to work
together on a biofuel transaction that brings energy extraction technology to
Ethiopia.  Arbel provides a wide range of financial and advisory
services for emerging growth, technology-based companies, primarily from Israel,
to assist them in achieving their international expansion potential with a focus
on the Middle East, Africa and Europe. The Company believes that the agreement
with Arbel has the potential to assist the development of strong strategic
relationships that will complement and diversify the Company’s geographic
reach.  The term of the agreement is for one year, with automatic
annual renewals subject to earlier termination by either party upon 30 days’
written notice.





The
Company generates revenue from providing strategic advisory services to
companies and government entities throughout Africa, Asia, Europe, Central and
South America and the United States. The strategic advisory services included
advising clients on investor relations, recruitment of professional personnel,
and corporate governance. The Company receives compensation in the form of
equity in its clients and flat monthly fees.





The
Company markets its services though obtaining referrals and contacts though its
existing relationships. The Company also has a license to prospect in
China.





Principal
Markets





A
breakdown of our revenues  by geographic region for the year ended
September 30, 2008 and the period from inception to September 30. 2007 is listed
in the following table








Region*
              United
      States
              China
              Bermuda
              Marshall
      IslandsPeriod
              Year
      Ended Sept. 30, 2008
              April
      2 to Sept. 30, 2007
              Year
      Ended Sept. 30, 2008
              April
      2 to Sept. 30, 2007
              Year
      Ended Sept. 30, 2008
              April
      2 to Sept. 30, 2007
              Year
      Ended Sept. 30, 2008
              April
      2 to Sept. 30, 2007Revenues
      (USD)
              105,690
              0
              64,864
              59,262
              0
              0
              0
              0


*The
company does not yet have operations in our target markets of Brazil, Europe,
the ASEAN region or India.





These
revenues consist of corporate advisory fees from clients in China and private
placement fees earned in the United States.





The
growth of emerging markets especially in Asia, South America and Eastern Europe,
has increased their contribution and participation in the global economy. The
Directors believe that they have the skills and ability to source and develop
investment and advisory opportunities to maximize Shareholder
value.






17





The
following countries are the initial target markets of Geo Genesis Group,
Ltd..


China





Currently,
the Management considers China the key market for Geo Genesis, with all its
activities managed through China Partners. The Company concentrates its efforts
in the provinces of Jiangsu, Shandong and Hebei on the Eastern seaboard of
China, between the cities of Beijing, Dalian and Shanghai known as “The Magic
Triangle”.





Approximately
320 million people live within the area, where the average urban disposable
income exceeded the national average by nearly 25 percent. in 2006 and accounts
for 45 percent of China’s industrial output and 41 percent of total
GDP.





Jiangsu
province, located north of Shanghai, has the highest density of private
enterprises in China, with more than 2 million private businesses operating in
the province. Since the inception of economic reforms in 1978, Jiangsu has been
a hot spot for economic development, and is now one of China’s most prosperous
provinces. Many nationwide operating companies have their headquarters or
significant offices in Beijing, whilst Shanghai is considered the commercial
capital of China, being home to many multinational companies and the Shanghai
Stock Exchange.





Shandong
and Hebei are the richest provinces in terms of natural resources and have the
strongest agricultural output in China, including products such as Yantai apples
and Weifang radish. Shandong alone accounts for about 25 percent of the nation’s
total gold production.  The area also includes three port cities of
Shanghai, Tianjin and Qingdao.





Europe





(i) New members of the
EU


Over the
past five years new members of the EU have displayed economic growth and, as a
result, an increase in personal wealth and disposable income, which has spurred
consumer spending and created opportunities in the leisure and entertainment
sector. The Directors expect improving political stability, regulatory
environments and legal systems in these countries to provide favorable
investment conditions.


In line
with this, the Directors have identified areas of opportunity as companies from
these countries have  direct access to consumers in the
EU.





(ii)
Potential EU
members




Countries
seeking to join the EU have been refining their economic policy and legal
systems as part of their entry criteria, resulting in improved conditions for
foreign investors. Some of these countries such as the Ukraine, Croatia and
Turkey have EU trade agreements, which make the EU markets accessible for their
products. The Directors believe there are opportunities to help companies in
these countries to market their products in the EU.







India


India’s
GDP is forecasted to grow at 8.7 percent. for 2008 due to investment demand and
domestic 
consumption. India is recognized for the existence of a functioning democracy,
the legal structure and an 
economy that is diversifying from recent success sectors of IT and
services.  India’s middle class is expected to increase to 583 million
people by 2025 and see their income increase eleven times. The Company will seek
to exploit opportunities in the leisure and branded luxury goods sectors, areas
in which the Directors consider India’s increasingly affluent middle-class to be
focused.





Brazil





Brazil
has a population of approximately 190 million people, a land mass almost the
size of the United States  and is considered by many economists to be
the world’s second largest developing economy after China. In April 2007, Brazil
had a trade surplus of US$23.3 billion and the economy is expected to grow
further in 2008.





Brazil’s
recent growth is mainly built on exports of agricultural products and natural
resources to India and China as well as the rest of the world. It is the second
largest supplier of commodities and has one of largest supplies of iron ore.
Brazil is one of the world’s largest exporters of beef, coffee, sugar and orange
juice and has recently experienced growth in soy and wood pulp
exports.





The
Directors believe that Brazil offers many interesting opportunities as it
further expands its economy.





ASEAN
region





The ASEAN
region consists of ten countries including Vietnam, Laos, Indonesia and
Malaysia, which are developing a regional economic community. The Directors
believe that the regional development in Asia generally has spurred investor
interest in the ASEAN region.





Competitive
Position





The
Company faces competition from both international and domestic companies
that  seek to provide companies in China and other emerging markets
with advisory services and access to funding sources.   The Company’s
international competition  includes private equity and
consulting  companies with operations in China and other emerging
markets, including industry leaders such as Blackstone Group and Carlyle
Group.  In the opinion of the management, based on its evaluation of
the local Chinese market, domestic Chinese competition often lacks
expertise,  experience and access to international capital
markets.







18








C.
            Organizational
      StructureThe
      group structure is as follows:


















The
Company has the following subsidiaries and equity stakes in investee
companies:





(i)
Advisory subsidiaries


Geo
Genesis Group, Inc. (United States)




GGGI is a
wholly-owned subsidiary of the Company, which provides consulting and strategic
advisory services to corporate clients, such services including corporate
counseling. GGGI is incorporated in the State of Delaware, United States and
maintains an office in Manhattan, New York. Primarily, GGGI provides its
services to private companies operating in emerging markets and assists with the
management and strategic needs of Geo Genesis Group, Ltd..





Qingdao
China Partners Investment Advisory Co., Limited (China)





China
Partners is a wholly-owned subsidiary of the Company and provides advisory
services to companies operating and/or based in China. It is registered as a
company in China, and has its headquarters in Qingdao, a major seaport and
industrial centre in the Shandong Province. It also has representation in the
cities of Dalian, Beijing and Shanghai.  China Partners’ operations in
China are supervised and executed by the China-Asia Executive Committee. China
Partners is licensed by the Shandong Province Commerce Department to provide
corporate advisory


services
nationally, including advising Chinese companies in connection
with:




·
international securities exchange listings;


·
international trade; and


·
international accountancy standards.






19




China
Partners is not however licensed to act as a regulated corporate finance entity
in China or internationally. Geo Genesis Group, Ltd. will use third party
professional advisers to consummate any transactions which it is engaged
on.





To date,
China Partners has been engaged by eight companies in China to act as an
adviser. These include:





· Haier
Group – this is one of the world’s largest white goods manufacturers and one of
China’s Top 100 IT Companies. China Partners recently completed an advisory
assignment as an independent corporate adviser in conjunction with Libertas
Asia, and continues to consult with Qingdao Haier Finance and Economics
Management Co., Ltd, a subsidiary of Haier Group;




· Qingdao
Hongdapai Decorating Engineering Co., Limited – advising on a private placing in
conjunction with the privatization and takeover of a gold mine in Shandong
Province, China;





· Changda
International Limited (“Changda”) – advised in connection with a US$3.5 million
private placing. Changda, a holding company for Weifang Changda Fertilizer Co.,
Ltd and Weifang Changda Chemical Co., Ltd, is currently exploring the option of
admitting its share capital to trading on AIM, pursuant to which the Company is
acting as an independent adviser to Changda;





·
Feicheng Mishan Cement Co., Ltd – advised in connection with corporate
restructuring; and





· Qingdao
Jinghua Diamond & Jewellery Co., Ltd – advised in connection with corporate
restructuring.





In
January 2008, the Company entered into a cooperation agreement with Hiking Group
Co., Ltd (“Hiking Group”)
and intends to establish a Shanghai registered joint venture private equity
investment company to invest in
private placing and pre-IPO Chinese small and medium size enterprises. Hiking
Group will invest in the
joint venture through its subsidiary Hiking Group Shangdong Jinlong Investment
Co., Ltd.





(ii)
Investment subsidiaries





These
wholly-owned subsidiaries consist of a Bermuda incorporated management company
(the first named company in each instance below) and a corresponding Bermuda
incorporated investment company (the second named company in each instance
below). The Company intends to operate a typical investment company structure,
in that it will retain control of the management companies whilst seeking
capital from third party sources to invest directly into the investment
companies and thereby reducing, or perhaps liquidating in full, its stake in the
investment companies.





China
Partners Capital Management, Limited and China Partners Private Equity,
Limited





It is our
Management’s intention that China Partners Private Equity, Limited will focus on
private placing and pre- IPO investment opportunities in mainland Chinese
enterprises, such enterprises being those that the Directors believe will be
interested in exploring international securities exchange listing and already
employ a certain level of western corporate governance and accounting
standards.





China
Partners Property Management, Limited and China Partners Properties,
Limited





China
Partners Properties, Limited intends to target industrial, commercial and
residential properties in mainland China. This company will focus primarily on
development, re-development and distressed assets.





GGG
Global Opportunities, Limited and GGG Global Capital Management,
Limited





It is the
intention of the officers that GGG Global Capital Management, Limited will
invest in private placings, pre-IPO private equity and publicly quoted company
debt with an initial focus in China and India. The Directors intend that the
management company’s investment committee will consist of seven members,
including Group employees, and at least two members nominated at the discretion
of leading investing parties. The Directors also intend that the board of the
investment company shall have a majority of directors who are independent of Geo
Genesis Group, Ltd. Each management company will be responsible for identifying
new investment opportunities that fall within  defined investment
criteria. Once a potential opportunity has been identified, the management
company will carry out due diligence into the opportunity and, if it concludes
the project suitable for investment, negotiate the terms. Final decisions on
investments will be made by the investment company.






20




D.
            Property,
      Plant and Equipment





Our
Qingdao Office is located at 10th Floor Building No. 7, Shinan Software Park,
288 Ningxia Road, Quingdao 266071, People’s Republic of China.  The
office space is approximately 497.45 square meters.  The lease for the
premises commenced July 1, 2008 and expires on December 31, 2008.  The
office rent is calculated on a daily basis of RMB 994.9 which is equivalent to
RMB 363,138.50 (USD 53,170.49) per annum and shall be paid on a quarterly basis
depending on the number of days in each quarter.







Through
an office share agreement we have rights to use an office located at 575 Madison
Ave Suite 1006 New York, NY 10022.  Pursuant to this agreement we pay
$400 per month for use of the office (including $275 for rent, $100 for
telephone access, and $25 for mail service). The agreement renews monthly
automatically unless terminated upon one months’ written
notice.





Other
than its Qingdao and New York offices, the Company does not lease any other
office space.





4A.
            Unresolved
      Staff Comments




None





ITEM 5.
            OPERATING AND FINANCIAL REVIEW
      AND PROSPECTS




The
following information should be read in conjunction with our audited
consolidated financial statements and related notes, which are prepared in
accordance with international generally accepted accounting principles included
elsewhere in this Form 20-F.  There are no adjustment required to the
audited financial statement to make them in compliance with  United
States generally accepted accounting principles ("US GAAP") except for the
presentation of current and non-current assets and liabilities.  Note
7 to the financial statement provides additional information reconciling the
accounting principles with IFRS.





This
document contains certain forward-looking statements including, among others,
anticipated trends in our financial condition and results of operations and our
business strategy. These forward-looking statements are based largely on our
current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking statements.
Important factors to consider in evaluating such forward-looking statements
include (i) changes in external competitive market factors or in our internal
budgeting process which might impact trends in our results of operations; (ii)
unanticipated working capital or other cash requirements; (iii) changes in our
business strategy or an inability to execute our strategy due to unanticipated
changes in the industries in which we operate; and (iv) various competitive
factors that may prevent us from competing successfully in the
marketplace.





A.
            Operating
      Results




Selected
Annual Information –





The
company’s financial condition is represented by audited financial statements for
the five months from inception to September 30, 2007, and for the year ended
September 30, 2008. Because the financial information is not from the same
period of each fiscal year, the financial information cannot be
compared.





Revenue





The Company generates revenue
from:





Profit sharing and holdings of
shares and warrants for investee companies;


Advisory fees and/or equity
positions taken in advisory clients or investee companies; and


Management fees and profit sharing
for assets under management.





The
Company believes there are opportunities in emerging markets  for
international investors and companies, and further believes that, because of the
financial and professional services experience it offers clients, the Company
will be able to take advantage of these opportunities by building on and
solidifying its existing network of contacts based in emerging market countries.
The Company faces challenges in generating business including other companies
operating in a similar sector to the Company, such as private equity
funds,  and financial institutions. The Company’s strategy for
overcoming these challenges is to generate revenue though existing business
contacts that that Company may have.






21




A
substantial majority of our revenues and expenditures are denominated in
Renminbi. As a result, fluctuations in the exchange rate between the U.S. dollar
and Renminbi will affect our financial results in U.S. dollar terms without
giving effect to any underlying change in our business or results of operations.
The Renminbi’s exchange rate with the U.S. dollar and other currencies is
affected by, among other things, changes in China’s political and economic
conditions. The exchange rate for conversion of Renminbi into foreign currencies
is heavily influenced by intervention in the foreign exchange market by the
People’s Bank of China. From 1995 until July 2005, the People’s Bank of
China intervened in the foreign exchange market to maintain an exchange rate of
approximately 8.3 Renminbi per U.S. dollar. On July 21, 2005, the Chinese
government changed this policy and began allowing modest appreciation of the
Renminbi versus the U.S. dollar. However, the Renminbi is restricted to a rise
or fall of no more than 0.5% per day versus the U.S. dollar, and the People’s
Bank of China continues to intervene in the foreign exchange market to prevent
significant short-term fluctuations in the Renminbi exchange rate. Nevertheless,
under China’s current exchange rate regime, the Renminbi may appreciate or
depreciate significantly in value against the U.S. dollar in the medium to long
term. The Renminbi appreciated 14.2% versus the U.S. dollar from July 21,
2005 to September 30, 2008. There remains significant international pressure on
the Chinese government to adopt a substantial liberalization of its currency
policy, which could result in a further and more significant appreciation in the
value of the Renminbi against the U.S. dollar.




Transactions
with customers and vendors are mainly denominated in US Dollars and
Renminbi.  .  Management determined that the currency
exposure arising from these transactions with is not significant to the Company
and therefore does not hedge its foreign currencies.  The Company
holds bank accounts in US Dollars and Renminbi to mitigate against exchange
risk.





Revenues





For
the period from April 2, 2007 (incorporation) to September 30, 2007, the Company
had revenues of $59,262.


For
the year ended September 30, 2008, the Company had net revenues of
$164,720.   The revenue for this period was $105,690 for our
United States division and  $64,864 from our China
division.





Operating
Expenses





For
the period from incorporation to September 30, 2007, the Company had operating
expenses of $133,288.


For
the year ended September 30, 2008, the Company had operating expenses of
$2,600,717.  For the year ended September 30, 2008, operating expenses
of $435,657 was incurred by our United States segment, $263,583 by our China
segment, $33,961 by our Bermuda segment and $1,867,516 from our Marshall Islands
segment. The Company’s significant operating expenses include general and
administrative expenses of $1,459,616, share option charge of $445,742 and cost
of offering of $384,816.





Loss
from Operations





For
the period from incorporation to September 30, 2007, the Company had an
operating loss of $76,994 which included the operating expenses of $133,288. For
the year ended September 30, 2008, the Company had an operating loss of
$2,435,997.  This included major expenses as mentioned in the
preceding paragraph.  The cost of offering of $384,816 reflects
expenses incurred as a result of the private placements and the listing of the
Company’s shares on the PLUS Market.





Net
Loss





For
the period from incorporation to September 30, 2007, the Company had a net loss
of $75,763.


For
the year ended September 30, 2008, the Company had a net loss of
$2,415,504.  For the year ended September 30, 2008, our net loss was
$319,707 from our United States segment, $194,320 from our China segment,
$33,961 from our Bermuda segment, and $1,867,516 from our Marshall Islands
segment.





Investing
Activities





For
the period from incorporation to September 30, 2007, the Company had $299,924
net cash flow from investing activities.  This included $1,231 in
interest received, $1,601 used for purchasing property and equipment, and
$300,294 from the acquisition of a subsidiary.




For
the year ended September 30, 2008, the Company had $6,476 net cash flow from
investing activities.  This included $20,493 from interest received,
$14,017 used for the acquisition of tangible assets.








22





Stock
Options Expensing





The
fair value of the share options granted has been calculated using the
Black-Scholes option-pricing model individually applied to each option granted
to officers and directors during the year ended September 30, 2008 totaling
8,095,000 shares. The inputs to this model include share price of 7 pence,
exercise price of 5 pence, expected life of 3 years, expected volatility of
22%  and risk free rate of 5%. The pricing model resulted to a share
option charge of $445,742 for the year ended September 30, 2008 and none for the
previous year ended September 30, 2007.





Foreign
Currency Transactions





The
appreciation of Chinese RMB against US Dollar has caused lower net investment
value as capital funds need to be converted from US Dollar to RMB in order to be
injected to the invested party.





Summary
of Results


Year Ended Sept 30, 2008
        (Audited)
                                              
                                              
                                              From
      April 2 to September 30, 2007
                                                (Audited)Revenues
                                              
                                              $
                                              164,720
                                              
                                              
                                              $
                                              56,294Net
      (loss) earnings from continuing operations
                                              
                                              $
                                              (2,415,504
                                              )
                                              
                                              $
                                              (75,763
                                              )Net
      (loss) earnings
                                              
                                              $
                                              (2,415,504
                                              )
                                              
                                              $
                                              (75,763
                                              )Net
      (loss) earnings per sharesBasic
                                              
                                              $
                                              (0.036
                                              )
                                              
                                              $
                                              (0.0031
                                              )







B.
            Liquidity
      and Capital Resources





Our
primary source of capital has been through private
placements.  Between November 2007 and January 2008, the Company
completed two separate private placements in the United States pursuant to which
they raised gross proceeds of $2,291,700 at an offering share price of $0.65,
for the purposes of working capital.





In the
Company’s opinion, its working capital is sufficient for its present
requirements. The Company’s sources of liquidity include its operations and its
holdings in the publicly traded companies Changda International Holdings, Inc.
and Trilliant Exploration Corp., in which it owns an aggregate of approximately
$5 million in freely tradable stock.





The
Company does not believe restrictions on converting Renminbi into foreign
currencies will have any impact on its ability to meet its cash
obligations.




The
following table summarizes our cash flow since inception:







Year Ended Sept 30, 2008
        (Audited)
                                          
                                          
                                          From
      April 2 to September 30, 2007
                                            (Audited)Net
      Cash flows used for operating activities
                                          
                                          $
                                          (2,198,606)
                                          
                                          
                                          $
                                          (78,941)Net
      Cash flows used from investing activities
                                          
                                          $
                                          (14,017
                                          )
                                          
                                          $
                                          298,693Net
      Cash flows used from financing activities
                                          
                                          $
                                          2,291,701
                                          
                                          
                                          $
                                          86,050Net
      increase in cash and cash equivalents
                                          
                                          $
                                          79,078
                                          
                                          
                                          $
                                          305,802Cash
      and cash equivalents at the end of the year
                                          
                                          $
                                          385,725
                                          
                                          
                                          $
                                          307,337







23


Since
inception, the Company had a total of $284,676 capital expenditures consisting
mostly of acquisition of subsidiary in China.  For the year ended
September 30, 2008, the Company had a total of $14,017 in capital expenditures
consisting of an automobile and office equipment for a subsidiary in China. For
the year ended September 30, 2008 net cash flow from financing activities
amounted to $2,291,701 arising from private placement proceeds from United
States and $86,050 for the year ended September 30, 2007.  These funds
were used for operating activities amounting to $2,198,606 and $78,941 for the
year ended September 30, 2008 and 2007, respectively.  The Company
anticipates that future capital requirements will be met through operations and
borrowings from local financial institutions. A more detailed description of the
elements comprising the company’s cash flow activities is presented in the
statement of cash flows.





There
are no legal or economic restrictions on the ability of the Company’s
subsidiaries to transfer funds to the Company.





C.
            Research
      and development, patents and licenses,
etc.





Since
inception, we have not incurred any expenses related to research and development
or patents and licenses.





D.
            Trend
      Information




Our
Chairman, Marc Koplik,
noted in statement that during theyearendedSeptember
30,
2008,the
total number of the Company’s clients increased. The number of potential clients
also increased. We expect that the increased number of clients and potential
clients will result in revenue in the first half of
2009.





.   As
stated above, the Company  is in the process of establishing a private
equity asset management division.





There are no known trends regarding
advisory/consulting fees or that may affect the Company’s future revenues,
income from continuing operations, profitability, liquidity or capital
resources.





There are no known trends that may
impact the Company’s planned private equity assets management
division .




E.
            Off-Balance
      Sheet Arrangements




We have
no 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.







F.
            Contractual
      Obligations and Commitments





The
following table summarizes our contractual obligations as of September 30, 2008
and the effect these obligations are expected to have on our liquidity and cash
flows in future periods.




Payments
      Due by PeriodLess
      than
                                1
      year
                              
                              1-3
      years
                              
                              4-5
      years
                              
                              After
                                5
      yearsContractual
      Obligations:Long-Term
      Debt Obligations
                              
                              $
                              0
                              
                              --
                              
                              
                              --
                              
                              --Capital
      (Finance) Lease Obligations
                              
                              $
                              0
                              
                              --Operating
      Lease Obligations (1)
                              
                              $
                              
                              
                              --
                              
                              
                              --
                              
                              --Purchase Obligations
                              
                              $
                              54,023
                              
                              --Other
      Long-Term Liabilities Reflected on the Company’s Balance
      Sheet
                              
                              
                              0
                              
                              --
                              
                              
                              --
                              
                              --Total
      Contractual Obligations and Commitments:
                              
                              $
                              54,023
                              
                              --
                              
                              
                              --
                              
                              --




24





ITEM 6.
            DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES




A.
            Directors
      and Senior Management




The
following table sets forth certain information concerning our directors and
senior management:


Name
                Age
                PositionMarc
      Stephen Koplik
                61
                Chairman,
      non-executive directorRoger
      Emile Bendelac
                51
                Chief
      Executive OfficerAnastasio
      (“Taso”) Carayannis
                48
                Chief
      Operating OfficerPhillip
      Roger Howard Connor III
                46
                Chief
      Financial OfficerAlbert
      O’Neil Grant II
                61
                Non-Executive
      DirectorIan
      Frederic Davison
                50
                Non-Executive
      DirectorJan
      Pannemann
                34
                China-Asia
      Executive Committee MemberSteven
      Liu
                26
                China-Asia
      Executive Committee MemberCarlos
      Campbell
                68
                Chairman,
      Advisory Board




There are
no family relationships among the directors and senior management.





Set forth
below is a biographical description of our directors and senior management based
on information supplied by each of them.





Marc
Stephen Koplik




Mr.
Koplik was educated at Brown University (A.B. cum laude ), where he was a
Dean’s Scholar, College  Scholar and Francis Wayland Scholar, from
where he graduated in 1968. Mr. Koplik is a graduate of Yale Law School. While
at Yale he was an Editor of the Yale Law Journal and the
Yale Journal of Law and Social
Policy . In 1982, Mr. Koplik co-founded the law firm Henderson &
Koplik, where he is currently the presiding partner. Prior to this, at Debevoise
& Plimpton between 1971 and 1976, Mr. Koplik worked on financial and general
corporate matters for a number of large blue-chip corporate clients. He also
represented large insurance companies involved in secured and unsecured
financing, project financing and leveraged lease financing. Mr. Koplik has
served as a Director and/or General Counsel of Kuhns Brothers & Laidlaw,
Laidlaw, Adams & Peck, Inc., investment bankers; Fayette Energy, an
alternative power company; Jet Services; Vescom; Auerbach Financial Group and
Auerbach Pollak & Richardson, a holding company and its subsidiary brokerage
firm; and Haymarket Publishing in the United States. He also served as Vice
President, General Counsel and Corporate Secretary of the New World Power
Corporation, a public company listed on NASDAQ.




More
recently, Mr. Koplik has served as General Counsel to Laidlaw & Company (UK)
Limited, an investment bank and brokerage. He has also served as chief operating
officer and chief compliance officer for a registered investment adviser and its
hedge fund fund-of-funds. He has served as legal counsel to and a manager of a
group of venture capital funds. Mr. Koplik is currently Chairman of the board of
directors of Laidlaw Holdings PLC and Laidlaw & Company (UK) Ltd and serves
as an adviser to a hedge fund.  Mr. Koplik is also currently a
director of Galerie Prive.





Roger
Emile Bendelac




Mr
Bendelac is a graduate of the Institut d’Études Politiques de Paris, France and
holds an M.B.A. with majors in both finance and international business from the
Graduate Business School at Columbia University in New York. He began his career
in 1980 at Oppenheimer & Co, and went to work at Shearson Lehman Brothers in
1985, before joining E.F. Hutton & Co in 1987. In all these roles he was a
senior vice president involved with international investors in securities and
commodities for both Europe and Latin America. In 1988 he became an investment
executive for Westminster Securities Corp., a member of the New York Stock
Exchange and concurrently, he was also co-founder and principal of REB Futures,
a United States Commodity Futures Trading Commission registered commodity pool
operator. Between 1992 and 1997, Mr. Bendelac was the chief executive officer of
a strategic consulting firm, Genesis Associates, prior to joining Laidlaw Global
Securities as a managing director in July 1997. Subsequently, he held positions
of chief financial officer, director and chief operating officer at Laidlaw
Global Corp., a then American Stock Exchange listed company, prior to becoming
its chairman and chief executive officer in October 2000.   In
2001, Mr. Bendelac also served as director and member of the executive committee
of Howe & Rusling, a Rochester based SEC registered money management firm as
well as director of Laidlaw Pacific, then a Hong Kong based broker-dealer. In
2004, Mr. Bendelac formed Roger Bendelac Advisors, LLC to provide consulting
services in connection with the restructuring of regulated broker-dealers. In
February 2006, he joined Geo Genesis Group, Inc.  as a member of its
Global Executive Committee and became Chief Executive Officer of the Company in
January 2008. He is also on the China-Asia Executive Committee and a member of
management companies’ investment committees of GGG Global Opportunities, China
Partners Private Equity and China Partners Properties.  Mr. Bendelac
is also currently a director of Bendelac Family L.P, Fermont Holdings LLC, Roger
Bendelac Family L.P., Roger Bendelac Advisors Limited, Sea View Trading, LLC and
S.E.D. LLC.






25




Anastasio
(“Taso”) Carayannis




Mr.
Carayannis joined the investment bank of Drexel Burnham Lambert as an
apprentice, while attending New York University School of Business, in 1981 and
went on to become an account executive and eventually Vice President for
International High Net Worth and Institutional accounts. He subsequently joined
Smith Barney in 1988 as a Vice President and eventually Senior Vice President in
the International Division before joining Oppenheimer in 1989 where he became
Director of the Private Client Alliances Group and a Senior Vice President for
International Institutional and High Net Worth Accounts. At Oppenheimer he was
responsible for the establishment of numerous strategic alliances with private
financial firms including in Switzerland, Luxembourg, Greece, Bahrain and
Brazil. Mr. Carayannis subsequently joined Prudential Bache Securities in 1994
as Head of Private Client Alliances and Senior Vice President in the
International Division. In 1996 he joined Laidlaw Equities as Executive Director
and developed the International Division. He subsequently became president and
chief operating officer of Laidlaw Global Corp. and eventually chairman and
chief executive officer, and led the firm to profitability and a listing on the
American Stock Exchange. Mr. Carayannis co-founded Globeshare in 1999, the first
internet based international trading platform using a global network of
strategic alliances providing access to clients and research and served as its
chairman and chief executive officer. In December 2000, he founded Geolink
Advisors LLC, a global strategic corporate advisory firm that assisted emerging
market companies to access the capital markets in the US and London. He has
assisted a number of companies list on exchanges and was the co-founder of three
AIM-listed companies involved in emerging market private equity and
international shipping; SovGEM Limited, Global Oceanic Carriers Limited and
Origo Sino-India PLC. He sits on the China-Asia Executive Committee and the
management companies’ investment committees of GGG Global Opportunities, China
Partners Private Equity and China Partners Properties.





Phillip
Roger Howard Connor III




Mr.
Connor began his career on Wall Street at Drexel Burnham Lambert in their
training program in 1985, after graduating with a double major in Business
Administration and Political Science from Southern Methodist University (“SMU”)
in Dallas, Texas. He later joined Smith Barney through a Drexel Burnham Lambert
merger in 1988. He joined Oppenheimer & Co. in 1989 as a Senior Vice
President of Institutional Sales, specializing in global markets. His focus up
to this point had been the Middle East and Latin America.  His
expertise is in emerging market equities and Brady Bonds. Mr. Connor left
Oppenheimer & Co. prior to the merger by CIBC in late 1995 and joined
Prudential Bache Securities as a co-head of the Private Client Alliance Group.
This group specialized in setting up strategic alliances in emerging markets. He
later became a Managing Director of Laidlaw Global Securities in late 1996 and
was in charge of Global Sales and Trading. He expanded his geographical
expertise to Asia with a focus on China and China related securities. Mr. Connor
is a co-founder of Geo Genesis Group, Inc.  and most recently has
assisted companies listing on AIM, as a founding shareholder. He sits on the
China-Asia Executive Committee and is a member of the management companies’
investment committees of GGG Global Opportunities, China Partners Private Equity
and China  Partners Properties.





Albert
O’Neil Grant II




Mr. Grant
has over 25 years’ experience in both domestic and international corporate and
trade law and over 37 years’ experience in domestic and international estate and
financial planning. He was admitted to the Federal District Court in the State
of New Jersey, and the Courts in the State of New Jersey in 1971. In 1976, Mr.
Grant was admitted to the Courts of the State of New York and the United States
Supreme Court. In 2008, he was admitted to the Federal District Court Southern
District of New York. He received his Law degree from the University of Maryland
School of Law in 1971 and an M.B.A. in International Business from The George
Washington University in 1983. During his career, Mr. Grant has negotiated
export sales agreements and agency/distributor agreements for US manufacturers
entering Europe, South-East Asia and South America. He has represented clients
in establishing international subsidiary operations, joint ventures,
partnerships, and assisted several non-US entities with their business
activities in the United States. He began his career as a New Business Associate
at Irving Trust Company from 1972 until 1975 and, following a one-year Law
Associate position, he joined the Marine Midland Bank as an Assistant Trust
Officer. In 1979, he joined the U.S. Trust Company as a Financial Planning
Officer. After graduating from business school in 1983, Mr. Grant served as a
Legal Consultant and Analyst to Multinational Marketing Associates of Reston
Virginia prior to practicing law with various firms in New Jersey and New York.
He established his own law firm in 1988.





Ian
Frederick Davison




Mr.
Davison is an Associate of the Chartered Institute of Bankers with fifteen
years’ experience in banking,  finance and property
prior to moving into the management and corporate finance consultancy sector in
1991. He still practices as an independent business adviser to private companies
and his current activities are performed under the aegis of the Institute for
Independent Business, an international training and accrediting body for
independent management consultants, on whose general advisory council Mr.
Davison now sits.  From 1988 to 1991, Mr. Davison was at Lane Fox and
Partners, a property estate agent, as an associate director and developed the
firm’s Northern Home Counties presence. Prior to that, he was a Manager of the
country house department at Bairstow Eves Country Homes in Hertfordshire from
1986 to 1988. Ian began his career in the finance industry in 1976 at Midland
Bank and thereafter moved to Alliance Building Society in 1983, before working
with Schroeder Financial Management Ltd from 1985 to 1986.  Mr.
Davison is currently a board member of Executives Association of Great Britain
Limited and Global & Provincial Corporate Finance Limited.




Mr.
Davison was awarded Her Majesty The Queen’s Golden Jubilee Medal in 2002 and
holds the Cadet Forces Medal and two clasps. In addition, he is a Commissioned
Officer in Training Branch of the Royal Air Force Volunteer Reserve in which he
carries the rank of Wing Commander.


26







Senior
Management




China-Asia
Executive Committee




The
China-Asia Executive Committee comprises 5 members, which includes the three
executive Directors referred to above and the following:





Jan
Pannemann




Mr.
Pannemann brings five years’ experience in the UK, Germany and Holland as a
project manager and business analyst for small and medium sized enterprises from
Germany and Eastern Europe. His clients during this time included KUG
Umwelttechnik and UDG Maastricht Eastern Europe Division. In 2005, he co-founded
China Partners. He is a director and the chief executive officer of China
Partners as well as a member of the management companies’ investment committees
of China Partners Private Equity and China Partners Properties.





Steven
Liu




Mr. Liu
joined London Asia Capital, an AIM-listed China centric investment company in
2004, after he finished his studies at Lancaster University. In 2005, he
co-founded China Partners. He has an understanding of regional requirements and
is a member of the local district committee of the Chinese People’s Political
Consultative Conference. He is a director and president of China Partners as
well as a member of the management companies’ investment committees of China
Partners Private Equity and China Partners Properties.





Advisory
Board




Carlos
Campbell




Mr.
Campbell has a B.S. from Michigan State University, a Diploma in Engineering
Science from the US Naval Post Graduate School and a Masters of City and
Regional Planning from Catholic University of America. He has also completed
seminars in corporate governance and auditing at the Harvard Business School,
UCLA and the National Association of Corporate Directors between 2003 and 2006.
He serves on the boards of three publicly traded corporations, including NASDAQ
listed Resource America and Pico Holdings, and is a certified corporate
director. He has served on over eighteen corporate boards in the areas of
finance, engineering services and transportation. Mr. Campbell served in the Sub
Cabinet of President Ronald Reagan as the Assistant Secretary of Commerce for
Economic Development with the US Department of Commerce. In this capacity he was
the final signature authority for a US$1 billion loan portfolio and a US$300
million program budget.





B.
            Compensation





Cash
and Non-Cash Compensation - Executive Officers and Directors




The
Company currently has six directors: Marc Stephen Koplik, Roger Emile Bendelac,
Anastasio (“Taso”) Carayannis, Phillip Roger Howard Connor III, Albert O’Neil
Grant II, and Ian Frederick Davison.  The table below sets forth the
compensation paid to such directors by the Company under their current
contracts.




Executive
Compensation





Each
executive director has entered into an employment agreement with the Company.
The employment agreements provide for the executive Directors to receive a cash
bonus of 10 percent of the Company’s consolidated net profit for its first year,
to be divided equally amongst them.  The executive directors have the
right to be allocated between 45 and 60 percent of any founders’ shares in the
capital of the Company’s transactional clients and any start-up companies it is
involved with, to be divided equally among the executive
directors.  Further, each executive Director is entitled to spend up
to $75,000 for travel and entertainment expenses, subject to production of
original receipts and provided the same only relate to the business of the
Company.  All the executive Directors have the responsibility to
unanimously approve requests for all expenses and disbursements exceeding
$5,000. The service agreements do not contain any non-compete
provisions.





The
following table presents all of the compensation awarded to, earned by or paid
to each individual who served as a member of our board of directors and as an
executive for the fiscal year ending September 30, 2008.  No
compensation was paid to our board of directors or executives for the fiscal
year ended September 30, 2007.







27









Summary
Compensation Table




Name
                            Cash salary
                              or Directors’
                              Fees
                            
                            
                            BonusDirectors
                            A$
                            
                            
                            A$Marc
      Stephen Koplik
                            60,000(of
      which none was
      salary)Roger
      Emile Bendelac
                            180,000(of
      which none was
      salary)
                            
                            
                            Cash
      bonus of 10 percent of company’s consolidated net profit for its first
      year to be divided equally between executive
directors*Anastasio
      (“Taso”) Carayannis
                            180,000
      (of which none was
      salary_
                            
                            
                            Cash
      bonus of 10 percent of company’s consolidated net profit for its first
      year to be divided equally between executive
directors*Phillip
      Roger Howard Connor III
                            180,000(of
      which none was
      salary)
                            
                            
                            Cash
      bonus of 10 percent of company’s consolidated net profit for its first
      year to be divided equally between executive
directors*Albert
      O’Neil Grant II
                            36,000
      (of which none was
      salary)Ian
      Frederic Davison
                            24,000
      (of which none was
      salary)





* The
Company did not have net profit for the year ended September 30, 2008 and no
cash bonus was paid.





Stock
Option Grants




The
following table sets out certain information relating to common stock options
not exercised by our senior management and directors as of November 11,
2008.  All stock options were issued during the fiscal year ending
September 30, 2008.  No stock options were issued during the prior
fiscal year.





Optionholder
                                          Options
                                          Date
      of Grant
                                          Exercise
      Period
                                          Exercise
      Price (GBP)Adam
      Ferencz
                                          250,000
                                          December
      17, 2007
                                          3
      years
                                          5
      penceAlbert
      Grant
                                          50,000
                                          January
      9, 2008
                                          3
      years
                                          5
      penceAnastasio
      Carayannis
                                          2,140,000
                                          December
      17, 2007
                                          3
      years
                                          5
      penceAnthony
      Sarkis
                                          250,000
                                          January
      9, 2008
                                          3
      years
                                          5
      penceJan
      Pannemann
                                          500,000
                                          January
      9, 2008
                                          3
      years
                                          5
      penceJiasheng
      Liu
                                          500,000
                                          January
      9, 2008
                                          3
      years
                                          5
      penceIan
      Davison
                                          100,000
                                          January
      14, 2008
                                          3
      years
                                          5
      penceMarc
      Koplik
                                          25,000
                                          January
      9, 2008
                                          3
      years
                                          5
      pencePhilip
      Connor
                                          2,140,000
                                          January
      9, 2008
                                          3
      years
                                          5
      penceRoger
      Bendelac
                                          2,140,000
                                          January
      9, 2008
                                          3
      years
                                          5
      pence







28




Employment
Agreements





Pension
and Retirement Plan Disclosure





The
Company does not provide retirement benefits for directors and executive
officers.





Employment
Contracts





Except
for as disclosed below, there are no employment contracts, consulting
agreements, or “change of control agreements” in place between the Corporation
and any of its named executive officers.  Although the guaranteed
portion of the Executive Directors compensation is deemed as "salary", because
they work under the terms of a service agreement with no employee benefits,
the guaranteed monthly payment is deemed to be an independent
contractor payment from a U.S. tax viewpoint.





Philip
Roger Howard Connor III, the Chief Financial Officer of the Company, is a party
to an employment agreement with the Company.  His appointment as the
chief financial officer commenced October 7, 2007 and continues for a period of
five years.  The agreement provides Mr. Connor a salary of $15,000 per
month.  As an executive director, Mr. Connor receives a cash bonus of
10% of the principal’s consolidated net profit first year divided equally among
all the executive directors of the Company.  The employment agreement
also grants Mr. Connor the right to be allocated between 45% and 60% of the
Founders shares from the Company’s related transactional clients, above
allocation divided equally among all executive directors of the
Company.





Roger
Bendelac, the Chief Executive Officer of the Company, is party to an employment
agreement with the Company. His appointment as the executive director commenced
on October 7, 2007 and continues for a period of five years.  The
agreement provides Mr. Bendelac a salary of $15,000 per month.  As an
executive director, Mr. Bendelac receives a cash bonus of 10% of the principal’s
consolidated net profit first year divided equally among all the executive
directors of the Company.  The employment agreement also grants Mr.
Bendelac the right to be allocated between 45% and 60% of the Founders shares
from the Company’s related transactional clients, above allocation divided
equally among all executive directors of the Company.







29







Anastasio
Carayannis, the Chief Operating Officer of the Company, is party to an
employment agreement with the Company. His appointment as the chief operating
officer commenced on October 7, 2007 and continues for a period of five
years.  The agreement provides Mr. Bendelac a salary of $15,000 per
month.  As an executive director, Mr. Carayannis receives a cash bonus
of 10% of the principal’s consolidated net profit first year divided equally
among all the executive directors of the Company.  The employment
agreement also grants Mr. Carayannis the right to be allocated between 45% and
60% of the Founders shares from the Company’s related transactional clients,
above allocation divided equally among all executive directors of the
Company.





Ian
Davison, a non-executive director of the Company, is a party to an employment
agreement with the Company.  His appointment as a non-executive
director commenced on December 17, 2007 and continued for a period of twelve
months from the date of admission of the shares and warrants of the Company to
trading on the PLUS Markets.  The agreement provides Mr. Davison a
salary of $2,000 gross per month and the reimbursement for all reasonable and
properly documented expenses incurred while performing the duties of his
office.  The agreement may be terminated by either party on not less
than three months’ notice.  No benefits are provided upon termination
of the appointment.





Albert
Grant, a non-executive director of the Company, is a party to an employment
agreement with the Company.  His appointment as a non-executive
director was for a period of twelve months starting from the date of admission
of the shares and warrants of the Company to trading on the PLUS
Markets.  The agreement provides Mr. Grant a salary of $3,000 gross
per month and the reimbursement for all reasonable and properly documented
expenses incurred while performing the duties of his office.  The
agreement may be terminated by either party on not less than three months’
notice.  No benefits are provided upon termination of the
appointment.





Marc
Koplik, a non-executive director of the Company, is a party to an employment
agreement with the Company.  His appointment as a non-executive
director was for a period of twelve months starting from the date of admission
of the shares and warrants of the Company to trading on the PLUS
Markets.  The agreement provides Mr. Koplik a salary of $5,000 gross
per month and the reimbursement for all reasonable and properly documented
expenses incurred while performing the duties of his office.  The
agreement may be terminated by either party on not less than three months’
notice.  No benefits are provided upon termination of the
appointment.





C.
            Board
      Practices





The
Board





The Board
consists of six directors, three non-executives and three executives. It is
intended that a further non-executive director will be appointed to the Board.
Such nonexecutive shall be nominated by Orange Corporate Finance (the Company’s
PLUS Market advisor), in agreement with the Company (such agreement not to be
withheld unreasonably). Until a further non-executive director is appointed to
the Board, Orange shall have the right to attend all meetings of the Board and
receive Board papers, and the Company shall use its reasonable endeavors to
provide monthly management accounts with such papers, within a reasonable time
period prior to the holding of such meetings.





The
Directors have experience in investment, legal and administration. The board of
each subsidiary within Geo Genesis Group, Ltd. shall report directly to the
Board. Overall day-to-day management of the Company will be the responsibility
of the executive Directors, namely, Roger Bendelac, Anastasio Carayannis and
Philip Connor. It is intended that each region the Company operates in will have
an executive committee which shall consist of one or more members of the Board
as well as senior management of the regional operation. To date, the Directors
have established a China-Asia Executive Committee. An Advisory Board has been
established to assist the Directors with corporate governance and country
specific and regional matters. It is expected that the number of members of the
Advisory Board will increase as the Company expands its remit in other emerging
markets. The Advisory Board member is currently compensated on a per engagement
basis.





The
Board holds monthly board meetings. To enable the Board to perform its duties,
all Directors have full access to all relevant information and to the services
of the Company Secretary. If necessary, the non-executive directors may take
independent professional advice at the Company’s expense. The Board consists of
six members, three of whom are non-executive Directors. The Board considers the
non-executive Directors to be independent in character and judgment and
accordingly consider the non-executive Directors to be independent directors for
the purposes of the Combined Code. The Board has delegated specific
responsibilities to the committees described below. Each of our directors serve
until the next annual meeting of our shareholders and until their successor is
elected and qualified, except in the event of their death, resignation, removal
or the earlier termination of their term in office.











30




The
Audit Committee





The audit
committee, comprising Marc Koplik as chairman and Albert Grant and meets at
least four times per year. The audit committee reviews the Company’s annual and
interim financial statements before submission to the Board for approval. The
audit committee reviews regular reports from management and the external
auditors on accounting and internal control matters. Where appropriate, the
committee monitors the progress of action taken in relation to such matters. The
committee also recommends the appointment and review the fees of the external
auditors.





The
Remuneration Committee





The
remuneration committee, comprised of Albert Grant as chairman and Marc Koplik,
meets at least twice a year. It is responsible for reviewing the performance of
the executive Directors and for setting the scale and structure of their
remuneration, paying due regard to the interests of Shareholders as a whole and
the performance of the Company. The remuneration committee also determines the
allocation of any share options and will be responsible for setting any
performance criteria in relation to the exercise of share options. Given the
Company’s size, the Directors don’t consider there to be a need, presently, for
a nominations committee. As the Company grows, the Board will assess the need
for establishing a nominations committee and will consider developing further
policies and procedures which reflect the principles of good corporate
governance and the Combined Code.  The Company has adopted a code for
the share dealings of the Directors (including members of his family and
connected persons) and key employees.. The Directors will comply with the PLUS
Rules relating to their dealings in the Shares and will take all reasonable
steps to ensure compliance by the Company’s relevant employees.





D.
            Employees




Eleven
employees are based in our Quingdao offices including our chief-Asia Executive
Committee Members Jan Pannemann and Jiasheng Liu.  Our other employees
in Quingdao include four project managers, one accountant, and
assistants.




E.
            Share
      Ownership





The
following table sets forth the share ownership of those persons listed in Items
6A and 6B, including members of the executive committees and strategic
affiliates.  The table includes the details of all options or warrants
to purchase shares of the Company held by such persons:





Name
                          
                          Number
      of
                            Common
                            Shares
      Held
                          
                          
                          Number
      of
                            Options
                            Outstanding
      (1)
                          
                          
                          Number
      of Class A Warrants Outstanding (2)
                          
                          
                          Number
      of Class B Warrants Outstanding (2)
                          
                          
                          Number
      of Class C Warrants Outstanding (2)
                          
                          
                          Beneficial
      Ownership(3)
                          
                          
                          Percentage
                            Of
      Class
                            (*
      indicates less than 1%) (4)Adam
      Ferencz
                          
                          
                          --
                          
                          
                          
                          250,000
                          
                          
                          
                          --
                          
                          
                          
                          500,000
                          
                          
                          
                          150,000
                          
                          
                          
                          --
                          
                          
                          
                          *Albert
      O’Neil Grant II
                          
                          
                          500,000
                          
                          
                          
                          50,000
                          
                          
                          
                          250,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          500,000
                          
                          
                          
                          *Anastasio
      Carayannis
                          
                          
                          7,800,000
                          
                          
                          
                          2,140,000
                          
                          
                          
                          3,900,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          7,800,000
                          
                          
                          
                          11.52
                          %Anthony
      Sarkis
                          
                          
                          --
                          
                          
                          
                          250,000
                          
                          
                          
                          --
                          
                          
                          
                          500,000
                          
                          
                          
                          150,000
                          
                          
                          
                          --
                          
                          
                          
                          *Jan
      Pannemann
                          
                          
                          1,485,000
                          
                          
                          
                          500,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          1,485,000
                          
                          
                          
                          2.19
                          %Jiasheng
      Liu
                          
                          
                          2,695,000
                          
                          
                          
                          500,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          2,695,000
                          
                          
                          
                          3.98
                          %Ian
      Davison
                          
                          
                          --
                          
                          
                          
                          100,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          --Marc
      Stephen Koplik
                          
                          
                          1,400,000
                          
                          
                          
                          25,000
                          
                          
                          
                          2,100,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          1,400,000
                          
                          
                          
                          2.06
                          %Phillip
      Roger Howard Conner III
                          
                          
                          7,800,000
                          
                          
                          
                          2,140,000
                          
                          
                          
                          3,900,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          7,800,000
                          
                          
                          
                          11.52
                          %Roger
      Emile Bendelac
                          
                          
                          7,200,000
                          
                          
                          
                          2,140,000
                          
                          
                          
                          2,500,000
                          
                          
                          
                          --
                          
                          
                          
                          --
                          
                          
                          
                          7,200,000
                          
                          
                          
                          10.63
                          %Total
      Directors and Senior Management
                          
                          
                          28,880,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          28,880,000
                          
                          
                          
                          42.64
                          %




(1)
      For information regarding the exercise price and expiry date of the
      options, please see “ITEM 6B. COMPENSATION” above.(2)
      For information regarding exercise price and expiration date of warrant,
      please see “ITEM 10A. DESCRIPTION OF SHARE CAPITAL”(3)
      Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or
      investment power with respect to securities. Unissued common shares
      subject to options, warrants or other convertible securities currently
      exercisable or convertible, or exercisable or convertible within 60 days,
      are deemed outstanding for the purpose of computing the beneficial
      ownership of common shares of the person holding such convertible security
      but are not deemed outstanding for computing the beneficial ownership of
      common shares of any other person.(4)
      Percentage calculated based on 67,725,692 outstanding shares of common
      stock












31







Stock
Option Plan




On July 26,
2007, pursuant to a board resolution, the Company established a first year
option plan for Directors, members of the Company’s executive committees and
strategic affiliates. Under such plan, the Company allocated 20 percent of the
issued share capital of the Company, (64,200,000 Shares) when the Company
acquired Geo Genesis Group, Inc. as its wholly-owned subsidiary on July 30,
2007. The Company was thereby authorized to issue 12,840,000 options over Shares
(the “Options”), one Option being exercisable for one Share, and has issued
8,095,000 as of April 7, 2007.





The Board
formalized the contents of the July 26, 2007 resolution by adopting a stock
option plan, which is referenced in this document as the Share Option Plan. It
is proposed that the powers of the Board will be operated through and on the
recommendation of the Remuneration Committee. The principal terms of the Share
Option Plan, which will apply to all Options to be granted under the Share
Option Plan subject to the Company’s admission to the PLUS Markets, are as
follows:





The
Options shall be exercised in whole or in part by the Optionholder’s delivery to
the Company of a written notice (the “Notice of Exercise”) setting forth the
number of Shares with respect to which the Option is to be exercised, together
with (a) cash, check, bank draft or postal or express money order payable in an
amount, equal to the aggregate exercise price for the Shares being purchased;
(b) price; (c) with the consent of the Board, a personal recourse note issued by
the Optionholder to the Company in a principal amount equal to such aggregate
exercise price and with such other terms, including interest rate and maturity,
as the Board may determine in its discretion, provided that the interest rate
borne by such note shall not be less than the lowest applicable federal rate, as
defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended; (d)
with the consent of the Board, such other consideration that is acceptable to
the Board and that has a fair market value, as determined by the Board, equal to
such aggregate exercise price; or (e) with the consent of the Board, any
combination of the foregoing. In order to exercise the Option in whole or in
part, the Optionholder shall deliver to the Company the Notice of Exercise and
related investment letter, payment of exercise price and any agreement not
inconsistent with that may then be required by the Company in its sole
discretion. As promptly as practicable after receipt by the Company of such
deliverables, the Company shall deliver to the Optionholder (or if any other
individual or individuals are exercising the Option, to such individual or
individuals) a certificate registered in the name of the Optionholder (or the
names of the other individual or individuals exercising the Option) and
representing the number of Shares with respect  to which this Option
is then being exercised. The Company may imprint upon the Option certificates
such legends as counsel for the Company may consider appropriate. Delivery by
the Company of the certificates for such Shares shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company shall have
deposited such certificates in the mail, addressed to the Optionholder, at the
address specified in the Notice of Exercise. The Company will pay all fees or
expenses necessarily incurred by the Company in connection with the issuance and
delivery of Shares pursuant to the exercise of the Option.





The
Company will, at all times while any portion of the Option is outstanding,
reserve and keep available, out of Shares of its authorized and unissued share
capital, a sufficient number of Shares of its capital to satisfy the
requirements of the Options. If the Company shall effect any subdivision or
consolidation of shares or other capital readjustment, the payment of a
dividend, or other increase or reduction of the number of shares outstanding, in
any such case without receiving compensation therefore in money, services or
property, then the number, class and per share price of shares subject to the
Option shall be appropriately adjusted in such a manner as to entitle the
Optionholder to receive upon exercise of the Option, for the same aggregate cash
consideration, the same total number and class of shares as he or she would have
received as a result of the event requiring the adjustment had he or she
exercised the Option in full immediately prior to such event.





The
Options are not transferable by the Optionholder or by operation of law,
otherwise than by will or under the laws of descent and distribution. The
Options are exercisable, during the Optionholder’s lifetime, only by the
Optionholder. In the event that the Optionholder’s employment (“employment”
including service as a director) with the Company or any subsidiary is
terminated by


the
Company without cause (as defined in the Share Option Plan), the Optionholder
shall have the right to exercise the Option within 30 days after the latest date
on which the Optionholder so ceases to be an employee of the Company or any
subsidiary or parent (but not later than the expiration date of the Option) with
respect to the shares which were purchasable by the Optionholder by exercise of
the Option on such date. In the event that the Optionholder’s employment is
terminated by the Optionholder for any reason or by the Company for cause, the
Option shall terminate immediately. In the event of the death or permanent and
total disability of the Optionholder prior to termination of the Optionholder’s
employment with the Company and all subsidiaries or parents and prior to the
date of expiration of the Option, the Option shall terminate on the earlier of
the expiration date of  the Option or one year following the date of
such death or disability.





In the
event of the death of the Optionholder prior to termination of the
Optionholder’s employment with the Company and all subsidiaries or parents and
prior to the date of expiration of the Option, the Optionholder’s executors,
administrators or any individual or individuals to whom the Option is
transferred by will or under the laws of descent and distribution, as the case
may be, shall have the right to exercise the  Option with respect to
the number of shares purchasable by the Optionholder at the date of
death.





The Share
Option Plan is subject to all laws, regulations and orders of any governmental
authority which may be applicable thereto and, notwithstanding any of the
provisions thereof, the  Optionholders have agreed that they will not
exercise the Options granted to them nor will the Company be obligated to issue
any Shares thereunder if such exercise or the issuance of such Shares, as the
case may be, would constitute a violation by the Optionholder or the Company of
any such law, regulation or order or any provision thereof.










32





ITEM 7.
            MAJOR SHAREHOLDERS AND RELATED
      PARTY TRANSACTIONS




A.
            Major
      Shareholders





As of January 31,2009, a total of 67,725,692 common shares of our
capital stock were issued and outstanding.





To the
best of the Company’s knowledge, no person, corporation or other entity is a
beneficial owner of more than 5% of the common shares of the Company, except for
those listed below:


Title
      of Class
                Identity
      of Person or Group
                Number of Shares Beneficially
      Owned   (1)
                Percent of Class  
      (2)Common
      Shares
                Roger
      Bendelac
                7,200,000
                10.63%Common
      Shares
                Phillip
      Roger Howard Conner III
                7,800,000
                11.52%Common
      Shares
                Anastasio
      Carayannis
                7,800,000
                11.52%Common
      Shares
                Revelin
      Investment Corp. (3)
                5,000,000
                7.38%Common
      Shares
                Nalin
      Corporation (3)
                5,000,000
                7.38%Common
      Shares
                Spartan
      Holdings (4)
                3,400,000
                5.02%





(1)
            Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities. Unissued common shares subject to options, warrants
      or other convertible securities currently exercisable or convertible, or
      exercisable or convertible within 60 days, are deemed outstanding for the
      purpose of computing the beneficial ownership of common shares of the
      person holding such convertible security but are not deemed outstanding
      for computing the beneficial ownership of common shares of any other
      person.(2)
            Based
      on 67,752,692 common shares issued and outstanding at January 31,
      2009(3)
            Nicholas
      Hauffman has voting and dispositive powers over the shares owned by Nalin
      Corporation and Revelin Investment Corp.(4)
            Spyro
      Vlassopoulous has voting and dispositive powers over the shares owned by
      Spartan Holdings.





There are
currently no voting rights arrangements among the Company’s shareholders and
directors, nor do any major shareholders have different voting
rights.





Shares
in the United States




Of the
67,752,692 common stock shares issued and outstanding on January 31, 2009, an
aggregate of 30,575,692 shares are held by 25 shareholders in the United States.
To the best of the Company’s knowledge this amount represents all the shares
that are owned directly or indirectly by residents of the United
States.





Control
of the Company




To
the best of the Company’s knowledge, the Company is not directly or indirectly
owned or controlled by another corporation, by any foreign government, or by any
other natural or legal person(s) severally or jointly.  The Company is
not aware of any arrangements which may at a subsequent date result in a change
of control in the Company.




B.   Related Party
Transactions




Except
where described elsewhere in this Registration Statement, we have not, during
the three most recently completed financial years and the subsequent period up
to the date of this Registration Statement, entered into transactions or loans
with any (a) enterprises that are directly or indirectly controlled by or under
common control with us; (b) our associates; (c) individuals directly or
indirectly owning voting right which give them significant influence over us or
close members of their respective families, (d) our directors, senior management
or close members of their respective families or (e) enterprises in which a
substantial interest in the voting power is held or significantly influenced by
any of the foregoing individuals (a “Related Party”).





C.
            Interests
      of Experts & Counsel





Not
applicable.






33





ITEM 8.
            FINANCIAL
      INFORMATION




A.
            Consolidated
      Statements and Other Financial
Information





The
Company’s consolidated financial statements are prepared in accordance with
International Generally Accepted Accounting Principles (GAAP), the application
of which, in the case of the Company, conforms in all material respects for the
periods presented with United States GAAP, except as discussed in footnotes to
the financial statements.





Dividend
Policy





The
Company is initially seeking to achieve capital growth for Shareholders and
while it is not its present intention to pay a dividend, the Company intends to
maintain ongoing consideration of its dividend policy. The Management therefore
intends that any profits generated by Geo Genesis Group, Ltd. will be retained
and applied to working capital.





B.
            Significant
      Changes




None




ITEM 9.
            THE OFFER AND
      LISTING




A.
            Offer
      and Listing Details – Price History





Common
Shares





Our
common shares are not currently traded on any US trading market. Our shares are
traded on the PLUS Market under the name GEOP, commencing on April 8,
2007.  The high and low closing trading prices for our stock since we
began trading on the PLUS Market on April 8, 2008 was 65 pence and 25 pence,
respectively.





For the
most recent six months, the high and low market prices for each
month:




PERIOD*
                
                HIGH
                  (GBP)
                
                LOW
                  (GBP)May
      2009
                
                32.5p
                
                30pApril
      2009
                
                32.5p
                
                30pMarch
      2009
                
                32.5p
                
                32.5pFebruary
      2009
                
                32.5p
                
                32.5pJanuary
      2009
                
                37p
                
                32.5pDecember
      2008
                
                28p
                
                32.5p





We are
registering our common shares, par value $0.001, pursuant to Section 12(g) of
the Exchange Act of 1934. All of the shares outstanding are “restricted shares”
within the meaning of Rule 144 of the Securities Act of 1933 and may be publicly
sold only if registered under the Securities Act or sold in accordance with an
applicable exemption from registration, such as Rule 144.  The common
shares are freely transferable.




As of
January 31, 2009 there were 67,725,692 shares of our common stock outstanding;
there were approximately 96 registered holders of our common
stock.






34




Warrants





Information
on the expiration date and exercise price of the outstanding warrants is listed
below in ITEM 10A: DESCRIPTION OF SHARE CAPITAL.





Options





The
Company is authorized to issue 12,840,000 Options and has issued 8,095,000
Options as of the date of this document.  A discussion of the rights
associated with the options is included under ITEM 6E: SHARE
OWNERSHIP.





B.   Plan of
Distribution





Not
Applicable.





C.   Markets





Our
common shares are not currently traded on any US trading market. Our Common
Shares are quoted on the PLUS Markets under the ticker symbol
GEOP.  We intend to list our shares on the OTC-QX
Market.




In addition, the Company intends to
have its common stock quoted on the OTCBB, although the Company has not yet had
formal discussions  to arrange for an application to be filed with the
Financial Industry Regulatory Authority (FINRA) for the quotation of our common
stock on the OTC Bulletin Board. There is no assurance that our common stock
will be quoted on the OTC Bulletin Board or any stock exchange.





D.   Selling
Shareholders





Not
Applicable.





E.   Dilution





Not
Applicable.





F.   Expenses of the
Issue





Not
Applicable.




35








ITEM 10.
            ADDITIONAL
      INFORMATION




A.
            Description
      of Share Capital





Number of
shares of common stock authorized: 350,000,000


Number of
shares of common stock outstanding:  67,725,692


Number of
shares issued and fully paid: 67,725,692


Number of
shares issued and partially paid: 0


Par value
per share: $0.0001





Number of
shares (book value and face value) of shares in the company held by or on behalf
of the company itself or by a subsidiary of the company:





Approximately
1.7 percent of the authorized but unissued share capital will be reserved for
the issuance of up to 4,745,000 shares on the exercise of the options to be
issued under the Share Option Plan.  Details of the Share Option Plan
are discussed under ITEM 6E: SHARE OWNERSHIP.





Approximately
10.8 percent of the authorized but unissued share capital will be reserved for
the issuance of up to 30,401,000 shares on the exercise of the
warrants.  As of April 2, 2008, the issued Warrants by class are as
follows:





Class
      of Warrants
                                Warrants
                                Dates
      of grant
                                Expire
      period(s)
                                Exercise
      Price (GBP)A
                                26,850,000
                                August
      1, 2007
                                January
      9, 2010
                                50
      penceB
                                1,000,000
                                December
      17, 2007
                                January
      9, 2010
                                70
      penceB
                                1,685,000
                                January
      22, 2008
                                January
      9, 2010
                                70
      penceC
                                575,000
                                December
      21, 2007
                                January
      9, 2010
                                45
      penceC
                                300,000
                                January
      7, 2007
                                January
      9, 2010
                                45
      pence





Capital
issued during last 3 years (note that company was incorporated in April
2007).





·
            On
      June 22, 2007, the Board of Directors authorized the issuance of 6,000,000
      shares as founder shares distributed to the entities designated by its
      founding directors for cash





·
            On
      July 9, 2007, the Board of Directors authorized the issuance of 4,500,000
      shares to other individual founders of the corporation for
      cash.





·
            On
      July 17, 2007, the Board of Directors approved the issuance of 4,000,000
      shares in exchange for the entire share capital of Qingdao China Partners
      Investment Authority Limited.





·
            On
      July 26, 2007, the Board authorized the establishment of the first year
      stock option plan for directors, executive committee members, key
      executives and strategic affiliates of the company.  Under the
      plan, common stock options representing 20% of the outstanding shares were
      allocated to be distributed to this group on the completion of the
      acquisition of Geo Genesis Group, Inc. based in
  Delaware.





·
            On
      July 30, 2007, the Board authorized the issuance of 46,300,000 shares and
      23,150,000 warrants to the existing shareholders of Geo Genesis Group, Inc
      in compliance with the company’s agreement to acquire 100% of all the
      23,150,000 issued and outstanding shares of Geo Genesis Group,
      Inc.





·
            On
      January 14, 2008, the Company issued 3,525,692 common shares and 575,000
      warrants pursuant to the closing of a private placement of common shares
      and for which each subscriber executed a subscription agreement and paid
      $0.65 per share.









36




PLUS
Market





In April
2008, the common stock and the Class A and Class B Warrants of the Company were
admitted for trading on the PLUS Market.  The Company retained Orange
Corporate Finance Limited as a PLUS Corporate advisor to assist with admission
to the PLUS Market.








B.
            Memorandum
      and Articles of Association





The
following presents a description of certain terms and provisions of our Articles
of Incorporation and by-laws.





1.           The
Articles of Incorporation of the Company provide that the Company’s principal
purpose is to engage in any lawful act or activity for which corporation may now
or hereafter be organized under the Business Corporations Act. The powers of the
Company are set out in full in clause B of the Articles of
Incorporation.





2.           The
Directors resolved in a Board meeting on February 26, 2008 to call a meeting of
the Shareholders as soon as practicable following admission to the PLUS Markets,
to propose the adoption of new Articles of Incorporation and By-Laws which, if
passed, will contain provisions regarding the qualifications of the
Directors.





3.           The
rights and liabilities attaching to all shares and warrants are set out in the
Articles of Incorporation and the By-Laws as well as being regulated by the
Business Corporations Act and the general law.





Voting Rights:
None of the shareholders have different voting rights.  At any meeting
of the shareholders, each shareholder is entitled to vote any shares on any
matter to be voted upon at such meeting and shall be entitled to one vote on
such matter for each share held by him and may exercise such voting right either
in person or by proxy.





Dividend and
Profits: The holders of the common shares have no right to
share in the profits of the Company other than through a dividend, distribution
or return of capital.  No shares currently outstanding are entitled to
a dividend on any fixed date.





Liquidation: Each shareholder
is entitled, on a pari
passu basis with all other holders of issued shares, to share in any
surPLUS on a liquidation of the Company.





Creation of New
Classes: There are no provisions in the Articles of
Incorporation permitting the Company or the Directors to authorize the issuance
of preferred shares, different classes of shares or non-voting
shares.





Share Repurchase: The Company
may purchase its own shares in compliance with the Business Corporation
Act.








4.           In
order to change the rights of the shareholders, the By-Laws must be changed. Any
alteration, amendment, or repeal of By-Laws must occur by affirmative vote of
the holders of a majority of the Shares at a meeting provided by
notice.  The amendment is to be considered and acted upon at said
meeting.  The Articles of Association provide that the Directors may
alter the By-Laws.  The By-Laws may be amended, added to, altered or
repealed or new By-Laws adopted at any regular or special meeting of the Board
by the affirmative vote of a majority of the Board, subject however to the right
of Shareholders to alter, amend or repeal any By-Law so adopted.





5.           Each
shareholder is entitled to receive notice of, and to attend and vote at general
meetings of the company.  An annual general meeting shall be called by
at least 15 days of notice in writing and not more than 60 days
notice.  A meeting of the Company other than an annual general meeting
or a meeting for the passing of a special resolution shall be called with at
least 15 days notice in writing.  The notice period includes the day
on which it is posted and shall specify the place, date, and time of the
meeting, the purpose of the meeting, and, in the case of special business, the
name of the person at whose direction the notice is being issued.  The
notice shall be given personally or sent by mail, fax, or telex to such persons
as are, under the By-Laws and Business Corporations Act, entitled to receive
such notices from the Company.








37




6.           There
is no limitation on the right to own our securities





7.           There
are no provisions in the By-Laws which would have the effect of delaying,
deferring or preventing a change of control of the Company.





8.           Shareholder
ownership above 5 percent of the total outstanding issued shares must be
disclosed.





9.            There
are no provisions in the Company’s Articles of Incorporation or By-Laws
regarding director voting on interested matters.








C.
            Material
      Contracts





The following contracts, not being
contracts entered into in the ordinary course of business, have been entered
into, during the two years immediate preceding the publication of this
document.




1.  The
Orange Corporate Finance engagement letter dated October 8, 2007 pursuant to
which Orange Corporate Finance agreed, inter alia , to act as our
financial adviser from the date of the letter and to act as PLUS Corporate
Adviser to the Company on an ongoing basis, commencing on admission to the PLUS
Markets, for the purposes of the requirements of the PLUS Rules, subject to
termination by Orange at any time. Under the October 8, 2007 engagement letter,
we agreed to pay to Orange Corporate Finance a corporate finance fee of £25,000,
of which a non-refundable deposit of £10,000 was payable on the signing
of  the engagement letter with the balance payable immediately upon
admission to the PLUS Markets. Additionally, we agreed to grant Orange Corporate
Finance an option to subscribe for up to 4 percent of the issued shares of the
Company at admission to the PLUS Markets at the admission price of the shares to
trading on PLUS. The option is exercisable within three years from the date of
admission to the PLUS Markets.  The engagement letter further provided
that the Company would pay Orange Corporate Finance, a PLUS Corporate Adviser
fee of £20,000 per annum, conditional upon admission the PLUS Markets, which was
payable quarterly in advance with effect from admission. The term of engagement
is for a minimum of 12 months.  The terms of the PLUS Corporate
Advisor engagement were also memorialized in a letter dated April 18.
2008.




The
April 18, 2008 engagement letter between orange Corporate Finance and the
Company is for an initial term of 12 months effective April 8, 2008 and is
terminable on not less than 3 months written notice by either party or such
shorter notice period as agreed between the parties.  On September 1,
2008, the April 18, 2008 engagement letter was amended to increase the annual
fee paid to Orange Corporate Finance by £10,000 to £30,000.




On
October 28, 2008, we entered into a Warrant Agreement with Orange Corporate
Finance.  Under the Warrant Agreement, 2,709,027 warrants were granted
to Orange Corporate Finance.  The exercise price of the warrants
is  42.5 pence and the final exercise date is April 7,
2011.  The warrants reflect the 4 percent ownership interest granted
in the October 8, 2007 engagement letter.




3.  The
Lock-In and Orderly Market Deeds of various dates in February 2008 between the
Company Orange Corporate Finance, the Directors and certain Shareholders,
pursuant to which the Directors and certain Shareholders have undertaken to the
Company and Orange Corporate Finance not to dispose of any interest they have in
the Shares and/or Warrants during the period: (i) from Admission until the first
anniversary thereof, save in very limited circumstances; and (ii) from the first
anniversary of Admission until the second anniversary of Admission, except in
certain circumstances, unless (a) they shall have first consulted with Orange
Corporate Finance (or the Company’s PLUS Corporate Adviser at that time, if
Orange Corporate Finance is no longer appointed), and (b) such disposal is
effected through a broking firm as shall be nominated by Orange Corporate
Finance (or the Company’s subsequent PLUS Corporate Adviser) on admission or at
any time thereafter. In total, 39,705,000 Shares, representing 58.6 percent. of
the shares issued upon admission to the PLUS Market, are restricted from sale
for a period of 12 months from Admission and are subject to a further 12 month
orderly market period. The lock-in provisions will not apply in a number of
limited circumstances, including: (i) in the event of an intervening Court
order; (ii) on the death of a party subject to the lock-in; (iii) in respect of
a takeover offer; or (iv) the execution of an irrevocable commitment to accept a
takeover offer.




4.  Subscription
Agreements of various dates in and around December 2007 between the Company and
various subscribers, including Victus Capital LP (with subsequent amendments
dated February 13, 2008 and February 14, 2008 relating solely to the agreement
between the Company and Victus Capital LP), pursuant to which the Company raised
US$2,291,700 (less associated costs) having  placed shares at $0.65
each. The subscribers provided the Company with certain representations,
warranties and an indemnity in connection with their subscriptions







38





D.
            Exchange
      Controls





Marshall
Islands





Under
Marshall Islands law there are currently no restrictions on the export or import
of capital, including foreign exchange controls or restrictions that materially
affect the remittance of dividends, interest or other payments to the
non-resident holders of our common stock.







China




The
People’s Republic of China’s government imposes control over the convertibility
of RMB into foreign currencies. The conversion of RMB into foreign currencies,
including U.S. dollars, has been based on rates set by the People’s Bank of
China. On July 21, 2005, the PRC government changed its decade-old policy of
pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the
Renminbi is permitted to fluctuate within a narrow and managed band against a
basket of certain foreign currencies. This change in policy has resulted in an
approximately 3.0% appreciation of the RMB against the U.S. dollar by the end of
2005. While the international reaction to the RMB revaluation has generally been
positive, there remains significant international pressure on the PRC government
to adopt an even more flexible currency policy, which could result in a further
and more significant appreciation of the RMB against the U.S.
dollar.





Pursuant
to the Foreign Exchange Control Regulations issued by the State Council on
January 29, 1996 and effective as of April 1, 1996 (and amended on January 14,
1997) and the Administration of Settlement, Sale and Payment of Foreign Exchange
Regulations which came into effect on July 1, 1996 regarding foreign exchange
control, or the Regulations, conversion of RMB into foreign exchange by foreign
investment enterprises for current account items, including the distribution of
dividends and profits to foreign investors of joint ventures, is permissible.
Foreign investment enterprises are permitted to remit foreign exchange from
their foreign exchange bank account in China on the basis of, inter alia, the
terms of the relevant joint venture contracts and the board resolutions
declaring the distribution of the dividend and payment of profits. Conversion of
RMB into foreign currencies and remittance of foreign currencies for capital
account items, including direct investment, loans, security investment, is still
subject to the approval of SAFE, in each such transaction. On January 14, 1997,
the State Council amended the Foreign Exchange Control Regulations and added,
among other things, an important provision, as Article 5 provides that the State
shall not impose restrictions on recurring international payments and
transfers.





Under the
Regulations, foreign investment enterprises are required to open and maintain
separate foreign exchange accounts for capital account items (but not for other
items). In addition, foreign investment enterprises may only buy, sell and/or
remit foreign currencies at those banks authorized to conduct foreign exchange
business upon the production of valid commercial documents and, in the case of
capital account item transactions, document approval from SAFE.





Currently,
foreign investment enterprises are required to apply to SAFE for “foreign
exchange registration certificates for foreign investment enterprises.” With
such foreign exchange registration certificates (which are granted to foreign
investment enterprises, upon fulfilling specified conditions and which are
subject to review and renewal by SAFE on an annual basis) or with the foreign
exchange sales notices from the SAFE (which are obtained on a
transaction-by-transaction basis), foreign-invested enterprises may enter into
foreign exchange transactions at banks authorized to conduct foreign exchange
business to obtain foreign exchange for their needs.







E.
            Taxation





Marshall
Islands





We are
incorporated in the Marshall Islands. Under current Marshall Islands law, we are
not subject to tax on income or capital gains and no Marshall Islands
withholding tax or income tax will be imposed upon payments of dividends by us
to our shareholders or proceeds from the disposition of common shares, provided
such shareholders are not residents in the Marshall Islands.  There is
no tax treaty between the United States and the Republic of the Marshall
Islands.





United
States Federal Income Taxation of Our Company




A foreign
corporation is subject to United States federal income tax on a net basis only
if it is engaged in a trade or business in the United States. A foreign
corporation which is engaged in a trade or business in the United States will be
subject to corporate income tax and branch profits tax at a combined rate of up
to 54.5% on its income which is effectively connected with its United States
trade or business, or Effectively Connected Income.




Income
from the sale of inventory property outside the United States by a foreign
corporation will be treated as Effectively Connected Income if the corporation
has a fixed place of business in the United States to which such income is
attributable, unless (1) the property is sold for use, consumption or
disposition outside the United States, and (2) the taxpayer has a fixed
place of business in a foreign country which materially participates in the
sale.





While we
have a place of business in the United States, we believe that none of our
income would be treated as Effectively Connected Income under the rules
discussed above. We anticipate that none of our income will be subject to United
States federal income tax on a net basis.    If any portion of our
income is treated as Effectively Connected, then such income will be subject to
corporate income tax and branch profits tax at a combined rate of
54.5%.






39




United
States Federal Income Taxation of U.S. Holders




As used
herein, the term "U.S. Holder" means a beneficial owner of common shares that is
a United States citizen or resident, United States partnership or other United
States entity treated as a partnership, United States corporation or other
United States entity taxable as a corporation, an estate the income of which is
subject to United States federal income taxation regardless of its source, or a
trust if a court within the United States is able to exercise primary
jurisdiction over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the
trust.




If a
partnership holds our common shares, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common shares,
you are encouraged to consult your tax advisor.




Distributions




Subject
to the discussion under the heading "Passive Foreign Investment Company," any
distributions made by us with respect to our common shares to a U.S. Holder will
generally constitute dividends, which may be taxable as ordinary income or
"qualified dividend income" as described in more detail below, to the extent of
our current or accumulated earnings and profits, as determined under United
States federal income tax principles. Distributions in excess of our earnings
and profits will be treated first as a nontaxable return of capital to the
extent of the U.S. Holder's tax basis in our common shares on a dollar- for-
dollar basis and thereafter as capital gain. Because we are not a United States
corporation, U.S. Holders that are corporations will not be entitled to claim a
dividends received deduction with respect to any distributions they receive from
us. Dividends paid with respect to our common shares will generally be treated
as "passive category income" \ or, in the case of certain types of U.S.
Holders,  "general category income", for purposes of computing
allowable foreign tax credits for United States foreign tax credit
purposes.




Dividends
paid on our common shares to a U.S. Holder who is an individual, trust or
estate, or a U.S. Individual Holder, will generally be treated as "qualified
dividend income" that is taxable to such U.S. Individual Holders at preferential
tax rates (through 2010) provided that (1) the common shares are readily
tradable on an established securities market in the United States (the Company’s
common stock is not currently traded on any market in the United States,
although we intend to apply to have our shares quoted on the OTC-QX and OTCBB);
(2) we are not a passive foreign investment company for the taxable year
during which the dividend is paid or the immediately preceding taxable year
(which we do not believe we are, have been or will be); (3) the U.S.
Individual Holder has owned the common shares for more than 60 days in the
121-day period beginning 60 days before the date on which the common shares
become ex-dividend; and (4) the U.S. Individual Holder is not under an
obligation to make related payments with respect to positions in substantially
similar or related property. There is no assurance that any dividends paid on
our common shares will be eligible for these preferential rates in the hands of
a U.S. Individual Holder. Any dividends paid by us that are not eligible for
these preferential rates (including dividends paid to U.S. Holders other than
U.S. Individual Holders) will be taxed as ordinary
income.  Legislation has recently been introduced in the U.S. Congress
which, if enacted in its present form, would preclude dividends received on our
common shares after the date of enactment from qualifying for such preferential
rates.




Special
rules may apply to any "extraordinary dividend," generally a dividend in an
amount which is equal to or in excess of ten percent of a shareholder's adjusted
basis (or fair market value in certain circumstances) in a common share. If we
pay an "extraordinary dividend" on our common shares that is treated as
"qualified dividend income," then any loss derived by a U.S. Individual Holder
from the sale or exchange of such common shares will be treated as long-term
capital loss to the extent of such dividend.




Sale,
Exchange or Other Disposition of Common Shares




A U.S.
Holder generally will recognize realize taxable gain or loss upon a sale,
exchange or other disposition of our common shares in an amount equal to the
difference between the amount realized by the U.S. Holder from such sale,
exchange or other disposition and the U.S. Holder's tax basis in such stock.
Subject to the discussion under the heading "Passive Foreign Investment
Company," such gain or loss will be treated as long-term capital gain or loss if
the U.S. Holder's holding period is greater than one year at the time of the
sale, exchange or other disposition. Such capital gain or loss will generally be
treated as U.S.-source income or loss, as applicable, for U.S. foreign tax
credit purposes. A U.S. Holder's ability to deduct capital losses is subject to
certain limitations.




Passive Foreign Investment
Company




A foreign
corporation will be treated as a "passive foreign investment company," or a
PFIC, for U.S. federal income tax purposes, if 75% or more of its gross income
consists of certain types of passive income or 50% or more of its assets produce
or are held for the production of passive income. If a corporation owns at least
25% by value of the shares of another corporation, it is treated for purposes of
these tests as owning a proportionate share of the assets of the other
corporation and as receiving directly a proportionate share of the other
corporation's income. Passive income for this purpose generally includes
dividends, interest, royalties, rents and gains from commodities and securities
transactions. We presently believe that we are not, a PFIC and do not anticipate
becoming a PFIC. This is, however, a factual determination made on an annual
basis based on our income, assets and market capitalization, among other
factors, and is subject to change. If we are classified as a PFIC, a U.S. Holder
of our common shares could be subject to increased tax liability upon the sale
or other disposition of our common shares or upon the receipt of amounts treated
as "excess distributions."







40




The
effect of the PFIC rules on a U.S. Holder may be mitigated if the U.S. Holder
makes a valid and timely  a "mark-to-market" election or "qualified
electing fund" election.  We will notify U.S. Holders in the event we
conclude that we will be treated as a PFIC for any taxable year. U.S. Holders
are encouraged to consult their tax advisors regarding the application of the
PFIC rules, including eligibility for and the manner and advisability of making
certain elections with respect to our PFIC status.




United
States Federal Income Taxation of "Non-U.S. Holders"




A
beneficial owner of common shares that is not a U.S. Holder is referred to
herein as a "Non-U.S. Holder."




Dividends
on Common shares




Non-U.S.
Holders generally will not be subject to United States federal income tax or
withholding tax on dividends received from us with respect to our common shares,
unless such dividend is effectively connected with the Non-U.S. Holder's conduct
of a trade or business in the United States. If the Non-U.S. Holder is entitled
to the benefits of a United States income tax treaty with respect to those
dividends, that income is taxable only if it is attributable to a permanent
establishment maintained by the Non-U.S.
Holder in the United States or, in the case of an individual, such income is
attributable to a fixed place of business in the United States.




Sale,
Exchange or Other Disposition of Common Shares




Non-U.S.
Holders generally will not be subject to United States federal income tax or
withholding tax on any gain realized upon the sale, exchange or other
disposition of our common shares, unless:




·
            the
      Non-U.S. Holder is an individual who is present in the United States for
      183 days or more during the taxable year of disposition and other
      conditions are met; or




·
            the
      gain is effectively connected with the Non-U.S. Holder's conduct of a
      trade or business in the United States. If the Non-U.S. Holder is entitled
      to the benefits of an income tax treaty with respect to that gain, that
      gain is taxable only if it is attributable to a permanent establishment
      maintained by the Non-U.S. Holder in the United
  States.




If the
Non-U.S. Holder is engaged in a United States trade or business for United
States federal income tax purposes, the income from the common shares, including
dividends and the gain from the sale, exchange or other disposition of the
common shares that is effectively connected with the conduct of that trade or
business will generally be subject to regular United States federal income tax
in the same manner as discussed in the previous section relating to the taxation
of U.S. Holders. In addition, earnings and profits of a corporate Non-U.S.
Holder that are attributable to the effectively connected income, which are
subject to certain adjustments, may be subject to an additional branch profits
tax at a rate of 30%, or at a lower rate as may be specified by an applicable
income tax treaty.




F.
            Dividends
      and Paying Agents




None.




G.
            Experts




No
statement or report attributed to a person as an expert is included in this
document.




H.
            Documents
      on Display





The
Company will provide, without charge to each person, including any beneficial
owner, on the written or oral request of such person, a copy of any or all
documents referred to above which have been or may be incorporated by reference
in this report (not including exhibits to such incorporated information that are
not specifically incorporated by reference into such information). Requests for
such copies should be directed to the Company’s principal executive offices
at10th Floor, Building No. 7, Shinan Software Park, 288 Ningxia Road, Quingdao
266071, P.R.C.





I.
            Subsidiary
      Information




Not
applicable.






41




ITEM 11.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK





Market
risk represents the risk of loss that may impact the financial statements of the
Company due to adverse changes in financial markets. The Company is exposed to
market risk from changes in foreign exchange rates and interest rates. Inflation
has not had a significant impact on the Company’s results of operations.





A
substantial majority of our revenues and expenditures are denominated in
Renminbi. As a result, fluctuations in the exchange rate between the U.S. dollar
and Renminbi will affect our financial results in U.S. dollar terms without
giving effect to any underlying change in our business or results of operations.
The Renminbi’s exchange rate with the U.S. dollar and other currencies is
affected by, among other things, changes in China’s political and economic
conditions. The exchange rate for conversion of Renminbi into foreign currencies
is heavily influenced by intervention in the foreign exchange market by the
People’s Bank of China. From 1995 until July 2005, the People’s Bank of
China intervened in the foreign exchange market to maintain an exchange rate of
approximately 8.3 Renminbi per U.S. dollar. On July 21, 2005, the Chinese
government changed this policy and began allowing modest appreciation of the
Renminbi versus the U.S. dollar. However, the Renminbi is restricted to a rise
or fall of no more than 0.5% per day versus the U.S. dollar, and the People’s
Bank of China continues to intervene in the foreign exchange market to prevent
significant short-term fluctuations in the Renminbi exchange rate. Nevertheless,
under China’s current exchange rate regime, the Renminbi may appreciate or
depreciate significantly in value against the U.S. dollar in the medium to long
term. The Renminbi appreciated 18.02% versus the U.S. dollar from July 21,
2005 to March 31, 2008. There remains significant international pressure on
the Chinese government to adopt a substantial liberalization of its currency
policy, which could result in a further and more significant appreciation in the
value of the Renminbi against the U.S. dollar.




Transactions
with customers and vendors are mainly denominated in US Dollars and
Renminbi.  .  Management determined that the currency
exposure arising from these transactions is not significant to the Company and
therefore does not hedge its foreign currencies.  The Company holds
bank accounts in US Dollars and Renminbi to mitigate against exchange
risk.








ITEM 12.
            DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES





The table below sets forth
information regarding all of our outstanding warrants and
rights:





Class
      of Warrants
                            Warrants
      Outstanding
                            Dates
      of grant
                            Expire
      period(s)
                            Exercise
      Price (GBP)A
                            26,850,000
                            August
      1, 2007
                            January
      9, 2010
                            50
      penceB
                            1,000,000
                            December
      17, 2007
                            January
      9, 2010
                            70
      penceB
                            1,685,000
                            January
      22, 2008
                            January
      9, 2010
                            70
      penceC
                            575,000
                            December
      21, 2007
                            January
      9, 2010
                            45
      penceC
                            300,000
                            January
      7, 2007
                            January
      9, 2010
                            45
      pence










42





PART II




ITEM 13.
            DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES




Not
applicable.




ITEM 14.
            MATERIAL MODIFICATIONS TO THE
      RIGHTS OF SECURITY HOLDERS AND USE OF
  PROCEEDS




A.
            Not
      applicable.




B.
            Not
      applicable




C.
            Not
      applicable




D.
            Not
      applicable




E.
            Not
      applicable




ITEM 15.
            CONTROLS AND
      PROCEDURES




Not
applicable




ITEM 16A.
            AUDIT COMMITTEE FINANCIAL
      EXPERT




Not
applicable.





ITEM 16B.
            CODE OF
    ETHICS




Not
applicable.











43





ITEM 16C.
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES




Not
applicable.




ITEM 16D.
            EXEMPTIONS FROM THE LISTING
      STANDARDS FOR AUDIT COMMITTEES




Not
applicable




ITEM 16E.
            PURCHASES OF EQUITY SECURITIES
      BY THE ISSUER AND AFFILIATED
PURCHASERS




Not
applicable.






PART III




ITEM 17.
            FINANCIAL
      STATEMENTS




All
financial statement in this Form 20-F, unless otherwise stated, are presented in
accordance with International GAAP.  Such financial statements have
been reconciled to United States GAAP.






44






Company
Registration No.  23087
 
 
 
 
 
 
 
 GEO GENESIS GROUP
LTD
 
 FINANCIAL
STATEMENTS AND ANNUAL REPORT
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 
 45
 
 
 DIRECTORS,
SECRETARY AND ADVISERS
 
 
 Directors                                 
Marc Stephen Koplik (Non-Executive
Chairman)
 Roger Emile Bendelac (Chief
Executive Officer)
 Anastasio Carayannis (Chief
Operating Officer)
 Philip Roger Howard Connor III (Chief Financial
Officer)
 Albert O’Neil Grant II (Non-Executive
Director)
 Ian Frederick Davison (Non-Executive
Director)
 
 All c/o Henderson &
      Koplik, The Graybar Building, 420 Lexington Avenue, Suite 2831, New York,
      NY 10170, United States
 
 Registered
office                     Trust
Company Complex
 Ajeltake Road
 Ajeltake Island
 Majuro
 MH 96960
 Marshall Islands
 
 Principal place of
business      10th Floor, Building
No.7
 Shinan Software Park
 288 Ningxia Road
 Qingdao 266071
 People’s Republic of China
 
 Telephone
number                 +86
532 8571 0050
 
 Company
Secretary                Albert
O’Neil Grant II
 
 Group’s
website                     www.geogenesisgroup.com
 
 PLUS
      Corporate Adviser
                  Orange
      Corporate Finance Limited
                  10
      Orange Street
                  Haymarket
                  London  WC2H
      7DQ
                Auditors
      and Reporting Accountants
                  Mazars
      LLP
                  Tower
      Bridge House
                  St
      Katharine’s Way
                  London  E1W
      1DDEnglish
      Legal Advisers to the Company
                  Faegre
      & Benson LLP
                  7
      Pilgrim Street
                  London  EC4V
      6LB
                Marshall
      Islands Legal Advisers to the Company
                  Reeder
      & Simpson P.C.
                  RRE
      Commercial Center
                  P.O.
      Box 601
                  Majuro
                  MH
      96960
                  Marshall
      IslandsBermuda
      Legal Advisers to the Company
                  Appleby
                  Canon’s
      Court
                  22
      Victoria Street
                  PO
      Box HM 1179
                  Hamilton
      HM EX
                  Bermuda
                Financial
      PR
                  St
      Brides Media & Finance Limited
                  Chaucer
      House
                  38
      Bow Lane
                  London  EC4M
      9AYPrincipal
      Registrar
                  Computershare
      Investor Services (Channel Island) Limited
                  Ordnance
      House
                  31
      Pier Road
                  St
      Helier
                  Jersey  JE4
      8PW
                Depositary
      and Custodian
                  Computershare
      Investor Services PLC
                  The
      Pavilions
                  Bridgwater
      Road
                  Bristol  BS13
      8AE
    46
 
 CONTENTS
 
 
 
     PageChairman’s
      Statement
                48-49Statement of
      Directors’ Responsibilities
                50-52Independent
      Auditors’ Report
                53Consolidated
      Income Statement
                53Company Income
      Statement
                54Consolidated
      Balance Sheet
                55Company
      Balance Sheet
                56Consolidated
      Statement of Changes in Equity
                57Company
      Statement of Changes in Equity
                58Consolidated
      Cash Flow Statement
                59Company Cash
      Flow Statement
                60Notes to the
      Consolidated Financial Statements
                62-84
  
 
 47
 
 GEO
GENESIS GROUP LIMITED
 CHAIRMAN’S
STATEMENT
 
 This has
been a period of rapid development for the Company following its flotation on
PLUS in April 2008, primarily focused on building our position as a strategic
management consultancy and private equity firm specialising in investments and
advice within emerging markets, with a particular focus on the People’s Republic
of China (‘China’).
 
 We have
made strong progress in consolidating the business infrastructure, building on
relationships with our existing clients and forging new strategic partnerships
across the global emerging markets spectrum.  Additionally, we have
made inroads in extending the number of clients and client targets to include a
diverse range of companies from small start up operations to Fortune 500
entities.  We have also worked to broaden our provision of services
and now provide a broad range of services ranging from M&A advisory and
strategic management consultancy to corporate restructuring.
 
 Our
growing list of clients and strategic partners includes the Qingdao office of
Bank of Communications, China’s first state owned shareholding commercial bank
and the Reform and Development Commission of Qingdao, relationships which give
us exposure to a number of interesting, undervalued companies in
China.  In May 2008 the Hiking Group, a large collective trading group
also headquartered in Qingdao, referred five of its potential investment
companies to Geo Genesis as initial advisory and investment
projects.  Furthermore, we have established relationships with a
number of other influential entities across Shandong Province including the
Municipal Government of Linyi, and the Jinan City Foreign Investment Bureau,
opportunities which further strengthen our ties in this geographical
area.
 
 Aside
from consultancy and corporate finance agreements, the Company has made progress
in the development of the fund management and investment aspects of the business
model.  It has further expanded its China operations to include
strategic relationships in the Beijing and Tianjin Metro region, adding to the
Company's potential corporate advisory business, private equity opportunities
and the development of its two Bermuda registered China related investment
companies, China Partners Private Equity (‘CPPE’) and China Partners Properties
(‘CPP’).  CPPE and CPP were set up to focus on pre-IPO investment
opportunities in growth companies based in China that qualify for international
listings as well as those that choose to qualify for domestic listings on the
Shanghai and Shenzhen Stock Exchanges.  Progress continues in this
area and I look forward to updating shareholders in due course.
 
 We have
completed the establishment of a China based venture affiliate company,
SinoVentures Holdings Ltd. (‘SinoVentures’), 40% owned by Geo Genesis with
activities geared towards strategic investments in various early-stage companies
with operations in China.  We continue to evaluate our intention of
proceeding with a public listing and fundraising for SinoVentures in 2009, but
acknowledge that any such development will be at least partly dictated by
ongoing market conditions.
 
 Difficult
market conditions throughout 2008 have meant that the Company has had to remain
flexible in its strategies in order to operate in the current economic
climate.  The Company has diversified its risks by extending its
expertise beyond China, for example in December 2008 it signed an agreement to
provide consultancy and advisory services to US/Ecuadorian based mining and
exploration company, Trilliant Exploration Co., for a consideration of $1.5
million, satisfied by the upfront payment of 1 million shares in Trilliant,
which are currently trading at US$2.50 on the OTC Bulletin Board.
 
 The
Company’s geographical reach was further expanded in October 2009 with the
signing of a strategic cooperation agreement with Arbel Capital Group Ltd
(‘Arbel’), to provide corporate advisory and capital raising services to growth
companies primarily in the agricultural and technology
sectors.  Arbel’s focus on the Middle East, Africa and Europe,
complements Geo Genesis’ Chinese and US focused activities and should enable
both parties to benefit from cross emerging market investment and
trade.
 
 Geo
Genesis has been innovative in seeking alternative options for companies looking
to raise cash on the public markets.  An example of this is its
successful listing of Changda International, a Chinese based chemical and
fertilizer company, on the US OTC bulletin board. Changda had originally been
hallmarked for an AIM listing, however the decision was taken, in light of
market conditions, to seek an initial flotation on the OTC whilst continuing to
evaluate the possibility of a secondary listing on an alternative UK or US
market at a later date.  Geo Genesis maintains its original holding in
Changda of 1.2 million shares, however, under certain conditions, it has the
possibility to receive 2% warrants with a strike price of $1.20.
 
 
 48
 
 GEO
GENESIS GROUP LIMITED
 CHAIRMAN’S
STATEMENT (CONTINUED)
 
 Financial
 
 The
Company balance sheets for the year reflect the high costs associated with the
process of listing as a PLC and setting up an international business
infrastructure. As such, we have recorded a pre tax loss of
US$2,421,445.  Listing costs, in addition to the assurance of options
required to secure key personnel total almost $850,000.  This figure
also accounts for approximately 35% of the total loss incurred by the Company
for the year, with operating costs and investments accounting for the
balance.  However, the Company has signed a number of consultancy
agreements, which should impact the next financial year and has assumed
significant stakes in various companies, which will also serve to positively
affect future financial reports.
 
 Additionally,
the Company has worked to reduce overheads and executive compensation has been
modified to reflect performance, therefore allowing for a longer cash flow use
for the development of the business.
 
 The
Team
 
 We
continue to attract talented individuals with the expertise and experience
across the divisions of the business.  This includes the appointment
of Joelle Mekers in January 2009, a corporate financier with over 15 years
experience in the financial arena, as senior executive in charge of project
finance.
 
 Outlook
 
 We have
progressed through a difficult and costly formative period.  However,
having passed through this stage, we now have the key infrastructure in place to
effect a positive implementation of the Company’s business plans and begin to
reap the rewards of our efforts.  I would like to thank shareholders
for their continued support and look forward to updating the market on a
successful 2009.
 
 
 
 Marc
Koplik
 Chairman
 
 
 
 49
  
 GEO
GENESIS GROUP LIMITED
 STATEMENT
OF DIRECTORS RESPONSIBILITIES
 
 The
directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
 
 The
directors are required to prepare financial statements for each financial year.
The financial statements are required to give a true and fair view of the state
of affairs of the company and of the profit or loss of the company for that
period. In preparing these financial statements, the directors are required
to:
 
 ·
                select
      suitable accounting policies and then apply them
    consistently;
 
 ·
                make
      judgments and estimates that are reasonable and
  prudent;
 
 ·
                prepare
      the financial statements on the going concern basis unless it is
      inappropriate to presume that the company will continue in
      business.
 
 The
directors are responsible for keeping proper accounting records that disclose
with reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with applicable laws
and regulations. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
 
 Provision
of information to auditors
 
 Each of
the persons who are directors at the time when this directors' report is
approved has confirmed that:
 
 ·
                so
      far as that director is aware, there is no relevant audit information of
      which the company's auditors are unaware,
and
 
 ·
                each
      director has taken all the steps that they ought to have been taken as a
      director in order to be aware of any information needed by the company's
      auditors in connection with preparing their report and to establish that
      the company's auditors are aware of that
  information.
 
 
 
 This was
approved by the board and authorised for issue on 27 February 2009 and signed on
its behalf by
  
 R
Bendelac
 Director
    50
 
 INDEPENDENT
AUDITORS’ REPORT ON GEO GENESIS GROUP LIMITED
 
 To
the shareholders of Geo Genesis Group Limited
 
 We have
audited the financial statements of Geo Genesis Group Limited for the year ended
30 September 2008, which comprise the consolidated and parent company income
statements, the consolidated and parent company balance sheets, the consolidated
and parent company cash flow statements, the consolidated and parent company
statement of changes in equity and the related notes hereto. These financial
statements have been prepared in accordance with the accounting policies set out
therein.
 
 This
report is made solely to the company's members, as a body. Our audit work has
been undertaken so that we might state to the company's members those matters we
are required to state to them in an Auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have
formed.
 
 Respective
responsibilities of directors and auditor
 
 As
described in the statement of directors' responsibilities, the company’s
directors are responsible for the preparation of the financial statements in
accordance with applicable law and International Financial Reporting Standards
(“IFRS”)
 
 Our
responsibility is to audit the financial statements in accordance with relevant
legal and regulatory requirements and International Standards on Auditing (UK
and Ireland).
 
 We report
to you our opinion as to whether the financial statements give a true and fair
view and are properly prepared in accordance with the Marshall Islands Companies
Act. We also report to you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding directors
remuneration and transactions with the company and other members of the group is
not disclosed.
 
 We read
the other information contained within the Annual Report and consider whether it
is consistent with the audited financial statements. We consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements. Our responsibilities do
not extend to any other information.
 
 Basis
of audit opinion
 
 We
conducted our audit in accordance with International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately
disclosed.
 
 We
planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial
statements.
  
 51
   INDEPENDENT
AUDITORS’ REPORT ON GEO GENESIS GROUP LIMITED (CONTINUED)
 
 Opinion
 
 In our
opinion:
 
 ·
                the
      financial statements give a true and fair view, in accordance with IFRSs
      as adopted by the EU, of the state of affairs of the Company and of the
      Group as at 30 September 2008, and of the Group’s results for the period
      then ended; and
 
 ·
                the
      financial statements have been properly prepared in accordance with the
      Marshall Islands Company Law.
 
 
 Mazars
LLP
 
 Chartered
accountants
 Registered
auditor
 
 Tower Bridge
House
 St
Katharine's Way
 London
 E1W
1DD
 
 Date: 27
February 2009
   52
 
 GEO
GENESIS GROUP LIMITED
 CONSOLIDATED
INCOME STATEMENT
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 Note
                    
                    
                    Year
      to 30 September 2008
                    
                    
                    Period
      to 30
                      September
      2007US$
                    
                    
                    US$Revenue
                    
                    
                    3
                    
                    
                    
                    170,554
                    
                    
                    
                    59,262Less
      : Sales tax
                    
                    
                    
                    
                    
                    
                    (5,834
                    )
                    
                    
                    (2,968
                    )Gross
      margin
                    
                    
                    
                    
                    
                    
                    164,720
                    
                    
                    
                    56,294Operating
      expenses :Selling
      expenses
                    
                    
                    
                    
                    
                    
                    214,582
                    
                    
                    
                    55,258General
      and administrative expenses
                    
                    
                    
                    
                    
                    
                    1,459,616
                    
                    
                    
                    70,757Cost
      of Offering
                    
                    
                    
                    
                    
                    
                    384,816
                    
                    
                    
                    -Share
      option charge
                    
                    
                    
                    
                    
                    
                    445,742
                    
                    
                    
                    -Wages
      and salaries
                    
                    
                    6
                    
                    
                    
                    62,999
                    
                    
                    
                    5,211Depreciation
                    
                    
                    
                    
                    
                    
                    10,307
                    
                    
                    
                    1,802Rent
      expense
                    
                    
                    
                    
                    
                    
                    22,655
                    
                    
                    
                    260Total
      expenses
                    
                    
                    
                    
                    
                    
                    (2,600,717
                    )
                    
                    
                    (133,288
                    )Operating
      loss
                    
                    
                    4
                    
                    
                    
                    (2,435,997
                    )
                    
                    
                    (76,994
                    )Finance
      income
                    
                    
                    
                    
                    
                    
                    20,759
                    
                    
                    
                    1,383Finance
      charges
                    
                    
                    7
                    
                    
                    
                    (266
                    )
                    
                    
                    (152
                    )Loss
      before provision of income taxes
                    
                    
                    
                    
                    
                    
                    (2,415,504
                    )
                    
                    
                    (75,763
                    )Provision
      for income taxes
                    
                    
                    8
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      loss
                    
                    
                    
                    
                    
                    
                    (2,415,504
                    )
                    
                    
                    (75,763
                    )Loss
      per share :Basic
      and diluted (cents)
                    
                    
                    16
                    
                    
                    
                    (3.7
                    )
                    
                    
                    (0.3
                    )
 
 
 The notes
to the financial statements form an integral part of these financial
statements.
 
 All
turnover and profits relate to continuing operations.
   53
 
 GEO
GENESIS GROUP LIMITED
 COMPANY
INCOME STATEMENT
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 Note
                  
                  
                  Year
      to 30 September 2008
                  
                  
                  Period
      to 30 September 2007US$
                  
                  
                  US$Revenue
                  
                  
                  3
                  
                  
                  
                  -
                  
                  
                  
                  -Less
      : Sales tax
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      margin
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      expenses :General
      and administrative expenses
                  
                  
                  
                  
                  
                  
                  1,036,958
                  
                  
                  
                  7,193Cost
      of Offering
                  
                  
                  
                  
                  
                  
                  384,816
                  
                  
                  
                  -Share
      option charge
                  
                  
                  
                  
                  
                  
                  445,742
                  
                  
                  
                  -Total
      expenses
                  
                  
                  
                  
                  
                  
                  1,867,516
                  
                  
                  
                  (7,193
                  )Operating
      loss
                  
                  
                  4
                  
                  
                  
                  (1,867,516
                  )
                  
                  
                  (7,193
                  )Loss
      before provision of income taxes
                  
                  
                  
                  
                  
                  
                  (1,867,516
                  )
                  
                  
                  (7,193
                  )Provision
      for income taxes
                  
                  
                  8
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  
                  
                  
                  
                  
                  (1,867,516
                  )
                  
                  
                  (7,193
                  )
 
 
 
 
 The notes
to the financial statements form an integral part of these financial
statements.
 
 All
turnover and profits relate to continuing operations.
  
 54
 
 GEO
GENESIS GROUP LIMITED
 CONSOLIDATED
BALANCE SHEET
 AS
AT 30 SEPTEMBER 2008
 
 Note
                              
                              
                              2008
                              
                              
                              2007US$
                              
                              
                              US$ASSETSNon-current
      assetsProperty,
      plant and equipment
                              
                              
                              9
                              
                              
                              
                              43,332
                              
                              
                              
                              38,953Total
      non-current assets
                              
                              
                              
                              
                              
                              
                              43,332
                              
                              
                              
                              38,953Current
      assetsTrade
      and other receivables
                              
                              
                              11
                              
                              
                              
                              308,178
                              
                              
                              
                              72,019Cash
      and cash equivalents
                              
                              
                              12
                              
                              
                              
                              385,725
                              
                              
                              
                              307,337Total
      current assets
                              
                              
                              
                              
                              
                              
                              693,903
                              
                              
                              
                              379,356Total
      assets
                              
                              
                              
                              
                              
                              
                              737,235
                              
                              
                              
                              418,309EQUITY
      AND LIABILITIESCurrent
      liabilitiesTrade
      and other payables
                              
                              
                              13
                              
                              
                              
                              29,796
                              
                              
                              
                              48,165Accrued
      expenses
                              
                              
                              14
                              
                              
                              
                              24,227
                              
                              
                              
                              8,850Total
      liabilities
                              
                              
                              
                              
                              
                              
                              54,023
                              
                              
                              
                              57,015EquityIssued
      capital
                              
                              
                              15
                              
                              
                              
                              6,773
                              
                              
                              
                              6,420Share
      premium
                              
                              
                              15
                              
                              
                              
                              2,719,929
                              
                              
                              
                              428,582Retained
      earnings
                              
                              
                              
                              
                              
                              
                              (2,491,267
                              )
                              
                              
                              (75,763
                              )Share
      option reserve
                              
                              
                              
                              
                              
                              
                              445,742
                              
                              
                              
                              -Foreign
      exchange reserve
                              
                              
                              
                              
                              
                              
                              2,035
                              
                              
                              
                              2,055Total
      equity attributable to equity holders
                              
                              
                              
                              
                              
                              
                              683,212
                              
                              
                              
                              361,294Total
      equity and liabilities
                              
                              
                              
                              
                              
                              
                              737,235
                              
                              
                              
                              418,309
 
 
 
 The notes
to the financial statements form an integral part of these financial
statements.
 
 This
report was approved by the board and authorised for issue on 27 February 2009
and signed on its behalf by
 
 R
Bendelac
 Director
 55
 ................................
 GEO
GENESIS GROUP LIMITED
 COMPANY
BALANCE SHEET
 AS
AT 30 SEPTEMBER 2008
 
 Note
                            
                            
                            2008
                            
                            
                            2007US$
                            
                            
                            US$ASSETSNon-current
      assetsInvestments
                            
                            
                            10
                            
                            
                            
                            348,985
                            
                            
                            
                            348,985Total
      non current assets
                            
                            
                            
                            
                            
                            
                            348,985
                            
                            
                            
                            348,985Current
      assetsTrade
      and other receivables
                            
                            
                            11
                            
                            
                            
                            1,270,767
                            
                            
                            
                            51,012Cash
      and cash equivalents
                            
                            
                            12
                            
                            
                            
                            299,670
                            
                            
                            
                            33,812Total
      current assets
                            
                            
                            
                            
                            
                            
                            1,570,437
                            
                            
                            
                            84,824Total
      assets
                            
                            
                            
                            
                            
                            
                            1,919,422
                            
                            
                            
                            433,809EQUITY
      AND LIABILITIESCurrent
      liabilitiesTrade
      and other payables
                            
                            
                            13
                            
                            
                            
                            597,460
                            
                            
                            
                            3,000Accrued
      expenses
                            
                            
                            14
                            
                            
                            
                            24,227
                            
                            
                            
                            3,000Total
      liabilities
                            
                            
                            
                            
                            
                            
                            621,687
                            
                            
                            
                            6,000EquityIssued
      capital
                            
                            
                            15
                            
                            
                            
                            6,773
                            
                            
                            
                            6,420Share
      premium
                            
                            
                            15
                            
                            
                            
                            2,719,929
                            
                            
                            
                            428,582Retained
      earnings
                            
                            
                            
                            
                            
                            
                            (1,874,709
                            )
                            
                            
                            (7,193
                            )Share
      option reserve
                            
                            
                            
                            
                            
                            
                            445,742
                            
                            
                            
                            -Total
      equity attributable to equity holders
                            
                            
                            
                            
                            
                            
                            1,297,735
                            
                            
                            
                            427,809Total
      equity and liabilities
                            
                            
                            
                            
                            
                            
                            1,919,422
                            
                            
                            
                            433,809
 
  The notes
to the financial statements form an integral part of these financial
statements.
  This
report was approved by the board and authorised for issue on 27 February 2009
and signed on its behalf by
  
 .................................
 R
Bendelac
 Director
   56
  GEO
GENESIS GROUP LIMITED
 CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 
 Share
      capital
                    
                    
                    Share
      premium
                    
                    
                    Share
      option reserve
                    
                    
                    Retained
      earnings
                    
                    
                    Foreign
      exchange reserve
                    
                    
                    TotalUS$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Issue
      of shares
                    
                    
                    6,420
                    
                    
                    
                    428,582
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    435,002Exchange
      difference
                      arising
      on translation
                      of
      foreign operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,055
                    
                    
                    
                    2,055Loss
      for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (75,763
                    )
                    
                    
                    -
                    
                    
                    
                    (75,763
                    )Balance
      as at 30 September 2007
                    
                    
                    6,420
                    
                    
                    
                    428,582
                    
                    
                    
                    -
                    
                    
                    
                    (75,763
                    )
                    
                    
                    2,055
                    
                    
                    
                    361,294Issue
      of shares
                    
                    
                    353
                    
                    
                    
                    2,291,347
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,291,700Exchange
      difference
                      arising on translation
                      of
      foreign operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (20
                    )
                    
                    
                    (20
                    )Share
      option reserve
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    445,742
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    445,742Loss
      for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,415,504
                    )
                    
                    
                    -
                    
                    
                    
                    (2,415,504
                    )Balance
      as at 30 September 2008
                    
                    
                    6,773
                    
                    
                    
                    2,719,929
                    
                    
                    
                    445,742
                    
                    
                    
                    (2,491,267
                    )
                    
                    
                    2,035
                    
                    
                    
                    683,212
 
  
 The notes
to the financial statements form an integral part of these financial
statements.
 
 
 
 
 57
  
 GEO
GENESIS GROUP LIMITED
 COMPANY
STATEMENT OF CHANGES IN EQUITY
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 
 Share
      capital
                    
                    
                    Share
      premium
                    
                    
                    Share
      option reserve
                    
                    
                    Retained
      earnings
                    
                    
                    TotalUS$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Issue
      of shares
                    
                    
                    6,420
                    
                    
                    
                    428,582
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    435,002Loss
      for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (7,193
                    )
                    
                    
                    (7,193
                    )Balance
      as at 30 September 2007
                    
                    
                    6,420
                    
                    
                    
                    428,582
                    
                    
                    
                    -
                    
                    
                    
                    (7,193
                    )
                    
                    
                    427,809Issue
      of shares
                    
                    
                    353
                    
                    
                    
                    2,291,347
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,291,700Share
      option reserve
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    445,742
                    
                    
                    
                    -
                    
                    
                    
                    445,742Loss
      for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,867,516
                    )
                    
                    
                    (1,867,516
                    )Balance
      as at 30 September 2008
                    
                    
                    6,773
                    
                    
                    
                    2,719,929
                    
                    
                    
                    445,742
                    
                    
                    
                    (1,874,709
                    )
                    
                    
                    1,297,735
 
 
  The notes
to the financial statements form an integral part of these financial
statements.
   58
 
 GEO
GENESIS GROUP LTD
 CONSOLIDATED
      CASH FLOWS STATEMENT
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 Note
                    
                    Year
      to 30 September 2008
                    
                    
                    Period
      to 30 September 2007US$
                    
                    
                    US$Operating
      activitiesNet
      loss
                    
                    
                    
                    (2,415,504
                    )
                    
                    
                    (75,763
                    )Adjustments
      to reconcile net income to net cash provided/(used) for operating
      activitiesDepreciation
      and amortisation
                    
                    
                    
                    10,307
                    
                    
                    
                    1,802Issuance
      of stock based payments
                    
                    
                    
                    445,742
                    
                    
                    
                    -Working
      capital adjustments :-(Increase)/decrease
      in trade and other receivables
                    
                    
                    
                    (236,159
                    )
                    
                    
                    50,879(Decrease)
      in trade and other payables
                    
                    
                    
                    (2,992
                    )
                    
                    
                    (55,859
                    )Net
      cash flows used for operating activities
                    
                    
                    
                    (2,198,606
                    )
                    
                    
                    (78,941
                    )Cash
      flows from investing activitiesAcquisition
      of subsidiary
                    
                    
                    
                    -
                    
                    
                    
                    300,294Purchase
      of tangible assets
                    
                    
                    
                    (14,017
                    )
                    
                    
                    (1,601
                    )Net
      cash flows from investing activities
                    
                    
                    
                    (14,017
                    )
                    
                    
                    298,693Cash
      flows from financing activitiesProceeds
      from issuance of shares
                    
                    
                    
                    2,291,701
                    
                    
                    
                    86,050Net
      cash flows from investing activities
                    
                    
                    
                    2,291,701
                    
                    
                    
                    86,050Net
      increase in cash and cash equivalents
                    
                    
                    
                    79,078
                    
                    
                    
                    305,802Cash
      at beginning of year/ incorporation
                    
                    
                    
                    307,337
                    
                    
                    
                    -Translation
      differences
                    
                    
                    
                    (690
                    )
                    
                    
                    1,535Cash
      and cash equivalent at the end of the year/period
                    12
                    
                    
                    385,725
                    
                    
                    
                    307,337
 
 
 
 
 The notes
to the financial statements form an integral part of these financial
statements.
 
 
 59
 
 GEO
GENESIS GROUP LTD
 COMPANY
      CASH FLOWS STATEMENT
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 Note
                    
                    Year
      to 30 September 2008
                    
                    
                    Period
      to 30 September 2007US$
                    
                    
                    US$Operating
      activitiesNet
      loss
                    
                    
                    
                    (1,867,516
                    )
                    
                    
                    (7,193
                    )Adjustments
      to reconcile net income to net cash provided/(used) for operating
      activitiesWorking
      capital adjustments :-(Increase)
      in trade and other receivables
                    
                    
                    
                    (1,219,755
                    )
                    
                    
                    (51,012
                    )Increase
      in trade and other payables
                    
                    
                    
                    615,687
                    
                    
                    
                    6,000Net
      cash flows used for operating activities
                    
                    
                    
                    (2,471,584
                    )
                    
                    
                    (52,205
                    )Cash
      flows from investing activitiesAcquisition
      of subsidiary
                    
                    
                    
                    -
                    
                    
                    
                    (348,985
                    )Net
      cash flows from investing activities
                    
                    
                    
                    -
                    
                    
                    
                    (348,985
                    )Cash
      flows from financing activitiesProceeds
      from issuance of shares
                    
                    
                    
                    -
                    
                    
                    
                    6,420Additional
      issued capital
                    
                    
                    
                    354
                    
                    
                    
                    -Additional
      paid-in capital
                    
                    
                    
                    2,291,347
                    
                    
                    
                    428,582Issuance
      of stock based options
                    
                    
                    
                    445,742
                    
                    
                    
                    -Net
      cash flows from investing activities
                    
                    
                    
                    2,737,443
                    
                    
                    
                    435,002Net
      increase in cash and cash equivalents
                    
                    
                    
                    265,858
                    
                    
                    
                    33,812Cash
      at incorporation
                    
                    
                    
                    33,812
                    
                    
                    
                    -Cash
      and cash equivalent at the end of the year/period
                    12
                    
                    
                    299,670
                    
                    
                    
                    33,812
 
 
 The notes
to the financial statements form an integral part of these financial
statements.
 
 
 60
 
 
 
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 1.
                GENERAL
      INFORMATION
 
 Geo
Genesis Group, Limited (“the Company”) was incorporated on 2 April 2008 under
the Business Corporation Act of the Republic of Marshall Islands.
 
 The
Company and its subsidiaries (“the Group”) was formed to provide professional
services as strategic advisors to corporate and government entities throughout
Africa, Asia, Europe, Central and South America and the United
States.
 
 
 2.
                ACCOUNTING
      POLICIES
 
 2.1
                Basis
      of preparation
 
 The
principal accounting policies adopted by the Group and Company in the
preparation of the financial statements are set out below.
 
 The
financial report is presented in US Dollars (“$”)
 
 Statement of Compliance with
IFRS
 
 The
Group’s financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS and IFRIC interpretations) as adopted by the
European Union, and with those parts of the Marshall Island Company Law
applicable to companies preparing their accounts under IFRS.
 
 In the
current year, the Group has adopted IFRS 7 “Financial Instruments: Disclosures”
which is effective for annual reporting periods being on or after 1 January 2007
and the consequential amendments to IAS 1 “Presentation of
Financial  Statements”.  The impact of the adoption of IFRS
7 and changes to IAS 1 has been to expand the disclosures provided in these
financial statements regarding the Group’s financial instruments and management
of capital (see Note 17).
 
 The Group
and Company have not applied the following IFRSs and IFRICs, as they are either
not effective as at 30 September 2008 or not applicable to the Group’s
business.
 
 The Board
has reviewed the accounting policies set out in the financial statements and
considers them to be most appropriate to the Group’s business.
 
 
 New/Revised
      International Financial Reporting Standards
                  Issued/Revised
                  Effective
      DateIFRS
      2
                  Share-based
      Payment
                    -Amendment
      relating to vesting conditions and cancellations
                  Revised
      2008
                  Annual
      periods beginning on or after 1 January 2009IFRS
      3
                  Business
      Combinations
                    -Comprehensive
      revision on applying the acquisition method
                  Revised
      2008
                  Annual
      periods beginning on or after 1 July 2009IFRS
      5
                  Non-current
      Assets Held for Sale and Discontinued Operations
                    -Amendments
      resulting from May 2008 Annual Improvements to IFRSs
                  Revised
      May 2008
                  Annual
      periods beginning on or after 1 July 2009IFRS
      8
                  Operating
      Segments
                  Original
      issuance 2006
                  Annual
      periods beginning on or after 1 January 2009
    61
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.1
                Basis
      of preparation (continued)
 
 Revised
      International Accounting Standards
                  Revised
                  Effective
      DateIAS
      1
                  Presentation
      of Financial Statements
                    -Comprehensive
      revision including requiring a statement of comprehensive
      income
                  2007
                  Annual
      periods beginning on or after 1 January 2009IAS
      1
                  Presentation
      of Financial Statements
                    -Amendments
      relating to disclosure of puttable instruments and obligations arising on
      liquidation
                  2008
                  Annual
      periods beginning on or after 1 January 2009IAS
      23
                  Borrowing
      Costs
                    -Comprehensive
      revision to prohibit immediate expensing
                  2007
                  Borrowing
      costs relating to qualifying assets for which the commencement date for
      capitalisation is on or after 1 January 2009IAS
      27
                  Consolidated
      and Separate Financial Statements
                    -Consequential
      amendments arising from amendments to IFRS 3
                  2008
                  Annual
      periods beginning on or after 1 July 2009IAS
      27
                  Consolidated
      and Separate Financial Statements
                    -Amendment
      relating to cost of an investment on first-time adoption
                  2008
                  Annual
      periods beginning on or after 1 January 2009.IAS
      28
                  Investments
      in Associates
                    -Consequential
      amendments arising from amendments to IFRS 3
                  2008
                  Annual
      periods beginning on or after 1 July 2009IAS
      31
                  Interests
      in Joint Ventures
                    -Consequential
      amendments arising from amendments to IFRS 3
                  2008
                  Annual
      periods beginning on or after 1 July 2009IAS
      32
                  Financial
      Instruments: Presentation
                    -Amendments
      relating to puttable instruments and obligations arising on
      liquidation
                  2008
                  Annual
      periods beginning on or after 1 January 2009IAS
      39
                  Financial
      Instruments: Recognition and Measurement
                    -Amendments
      for eligible hedged items
                  July
      2008
                  Annual
      periods beginning on or after 1 July
2009
 
 The
directors have assessed that the adoptions of the above standards and
interpretations does not have a material impact on the financial
statements.
 
 The
preparation of financial statements in conforming to IFRS accounting principles
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period.  Although
these estimates are based on management’s best knowledge of the amount, actual
results may ultimately differ from those entries.
 
 The board
has reviewed the accounting policies set out below and considers them to be the
most appropriate to the Group’s business activities.
   62
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.2
                Basis
      of consolidation
 
 The
consolidated financial statements incorporate the financial statements of the
Company and its subsidiaries (the “Group”).
 
 The
financial statements of the subsidiaries are prepared for the same reporting
year as the parent company using consistent accounting
policies.  Control is achieved where the Group has the power to govern
the financial and operating policies of an investee entity so as to obtain
benefits from its activities.
 
 The
results of subsidiaries acquired or disposed of during the year are included in
the consolidated income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate.
 
 All
intra-group balances, transactions, income and expenses and profits and losses
resulting from intra-group transactions are eliminated in full on
consolidation.  Unrealised losses are also eliminated when the
transaction provides evidence of an impairment of the asset
transferred.
 
 No
minority interests exist as the subsidiaries are entirely owned by the parent
company.
 
 The
      cost of an acquisition is measured as the fair value of the assets given,
      equity instruments issued and liabilities incurred or assumed at the date
      of exchange, plus costs directly attributable to the
      acquisition.  Identifiable assets acquired and liabilities and
      contingent liabilities assumed in a business combination are measured
      initially at their fair values at the acquisition date, irrespective of
      the extent of any minority interest.  The excess of the cost of
      acquisition over the fair value of the Group’s share of the identifiable
      net assets acquired is recorded as goodwill.  If the cost of
      acquisition is less than the fair value of the net assets of the
      subsidiary acquired, the difference is recognised directly in the income
      statement.
  Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used in line with those used by the
Group.
 
 2.3
                Going
      concern
 
 The
      financial information has been prepared assuming the Group will continue
      as a going concern.  Under the going concern assumption, an
      entity is ordinarily viewed as continuing in business for the foreseeable
      future with neither the intention nor the necessity of liquidation,
      ceasing trading or seeking protection from creditors pursuant to laws or
      regulations.  In assessing whether the going concern assumption
      is appropriate, management takes into account all available information
      for the foreseeable future, in particular for the twelve months from the
      date of approval of the financial statements.  Should the
      company be unable to continue trading, adjustments would have to be made
      to reduce the value of the assets to their reasonable amounts, to provide
      for further liabilities which might arise, and to classify fixed assets as
      current.
  2.4
                Business
      combination and goodwill
 
 Acquisitions
of subsidiaries and businesses are accounted for using the purchase
method.  The cost of the business combination is measured as the
aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree, plus any costs directly attributable to
the business combination.  The acquiree’s identifiable assets,
liabilities and contingent liabilities that meet the conditions for recognition
under IFRS 3 Business Combinations are recognised at their fair values at the
acquisition date, except for non-current assets (or disposal groups) that
are
   
 63
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.4
                Business
      combination and goodwill
(continued)
 
 classified
as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, which are recognised and measured at fair value less
costs to sell.
 
 Goodwill
arising on acquisition is recognised as an asset and initially measured at cost,
being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities recognised. If, after reassessment, the Group’s interest
in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the excess
is recognised immediately in profit or loss.
 
 2.5
                Significant
      accounting judgements, estimates and
assumptions
 
 The
      preparation of financial statements requires the application of estimates
      and assumptions on future events, which affects assets and liabilities at
      the balance sheet date and income and expenditure for the
      period.
  The
estimates and underlying assumptions are reviewed on an ongoing
basis.  Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision affects both
current and future periods.
 
 The key
estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of certain assets and liabilities within the
next annual reporting period are:
 
 (i)
                Impairment
      of goodwill
 
 The Group
determines whether goodwill is impaired at least on an annual
basis.  This requires an estimation of the recoverable amount of the
cash generating units to which the goodwill is allocated.
 
 (ii)
                Share-based
      payment transactions
 
 The Group
measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are
granted.  The fair value is determined using the Black-Scholes
model.
 
 (iii)
                Income
      taxes
 
 The Group
is subject to income taxes in jurisdictions where it has foreign
operations.  Significant judgment is required in determining the
worldwide provision for income taxes.  There are many transactions and
calculations for which the ultimate tax determination is uncertain during the
ordinary course of business.  Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such
differences will impact the current and deferred tax provisions in the period in
which such determination is made.
 
 (iv)
                Allowance
      for doubtful debts
 
 Each
debtor balance is assessed to determine recoverability.  Provisions
are made for those debtors where evidence indicates that recoverability is
doubtful.  Amounts are written off when they are deemed
delinquent.  Any changes to estimates made in relation to debtors
recoverability may result in immaterially different amounts being reported in
the Group’s financial statements.
   64
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
  
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.5
                Significant
      accounting judgements, estimates and assumptions
    (continued)
 
 (v)
                Intangible
      assets
 
 Amortisation
 
 Intangible
assets (other than goodwill) are amortised over their useful
lives.  Useful lives are based on management’s estimates of the period
that the assets will generate future economic benefits, which are periodically
reviewed for continued appropriateness.  Due to the long lives of
assets, changes to the estimates used can result in significant variances in the
carrying value.
 
 The Group
assesses the impairment of intangible assets subject to amortisation or
depreciation whenever events or changes in circumstances indicate that the
carrying value may not be recoverable.  Factors considered important
that could trigger an impairment review include the following:
 
 -
                significant
      underperformance relative to historical or projected future operating
      results;
 -
                significant
      changes in the manner of the use of the acquired assets or the strategy
      for the overall business; and
 -
                significant
      negative industry or economic
trends.
 
 The
complexity of the estimation process and issues related to the assumptions,
risks and uncertainties inherent in the application of the Group’s accounting
estimates in relation to intangible assets affect the amounts reported in the
financial statements, especially the estimates of the expected useful economic
lives and the carrying values of those assets.  If business conditions
were different, or if different assumptions were used in the application of this
and other accounting estimates, it is likely that materially different amounts
could be reported in the Group’s financial statements.
 
 Allocation
 
 The Group
recognises intangible assets acquired as part of business combinations at fair
value at the date of acquisition and a valuation is subsequently allocated to
each intangible asset acquired.  The determination of these fair
values is based upon management’s judgment and includes assumptions on the
timing and amount of future incremental cash flows generated by the assets and
the selection of an appropriate cost of capital.  If these assumptions
were to change there would be a material impact to the Group’s financial
statements.
 
 2.6
                Property,
      plant and equipment
 
 Property,
plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses.  The cost of an item of property, plant
and equipment comprises its purchase price and any directly attributable costs
of bringing the asset to its working condition and location for its intended
use.
 
 Normal
repairs and maintenance are expensed as incurred whereas significant
improvements which materially increase values or extend useful lives are
capitalised and depreciated over the remaining estimated useful lives of the
related assets.
 
 Upon sale
or retirement of depreciable assets, the related cost and accumulated
depreciation are removed from the accounts.  Any gain or loss on the
sale or retirement is recognised in current operations.
   
 65
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.6
                Property,
      plant and equipment (continued)
 
 Depreciation
is provided to write off the cost less accumulated impairment losses of
property, plant and equipment over their estimated useful lives as set out below
from the date on which
 they are
available for use and after taking into account their estimated residual values,
using the straight-line method. Where parts of an item of property, plant and
equipment have different useful lives, the cost or valuation of the item is
allocated on a reasonable basis and depreciated separately:
 
 Office
equipment                                          5
years                           straight
line basis
 Motor
vehicles                                            
 5
years                           straight
line basis
 
 2.7
                Goodwill
 
 Goodwill
arising on the acquisition of a subsidiary or a jointly controlled entity
represents the excess of the cost of acquisition over the Group’s interest in
the net fair value of the identifiable assets, liabilities and contingent
liabilities of the subsidiary or jointly controlled entity recognised at the
date of acquisition.  Goodwill is initially recognised as an asset at
cost and is subsequently measured at cost less any accumulated impairment
losses.
 
 For the
purpose of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units expected to benefit from the synergies of the
combination.  Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or when there is an indication
that the unit may be impaired.  If the recoverable amount of the
cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit.  An impairment
loss recognised for goodwill can not be reversed in a subsequent
period.
 
 2.8
                The
      Company’s investments in
subsidiaries
 
 In its
separate financial statements the Company recognises its investments in
subsidiaries at cost, less any impairment for permanent diminution in
value.
 
 2.9
                Goodwill
      on consolidation
 
 Goodwill
arising on the acquisition of a subsidiary or jointly controlled entity
represents the excess of the cost of acquisition over the Group’s interest in
the net fair value of the identifiable assets, liabilities and contingent
liabilities of the subsidiary or jointly controlled entity recognised at the
date of acquisition.  Goodwill is initially recognised as an asset at
cost and is subsequently measured at cost less any accumulated impairment
losses.
 
 For the
purpose of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units expected to benefit from synergies of the
combination.  Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired.  If the recoverable
amount of the cash-generating unit is less than the carrying amount of the unit,
the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata
on the basis of the carrying amount of each asset in the unit.  An
impairment loss recognised for goodwill is not reversed in subsequent
periods.
 
 2.10
                Intangible
      assets
 
 Acquired
intangible assets which consist of xxx are valued at cost less accumulated
amortisation.  Amortisation is calculated using the xxx
method.
   66
 
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING POLICIES
      (CONTINUED)
 
 2.10
                Intangible
      assets (continued)
 
 The
assets residual value and useful lives are reviewed and adjusted if appropriate,
at each balance sheet date.  An asset’s carrying value is written down
immediately to its recoverable value if the asset’s carrying value is greater
than it’s listed recoverable amount.
 
 2.11
                Impairment
      of tangible assets
 
 The
      Group assesses at each reporting date whether there is an indication that
      an asset may be impaired.  If any such indication exists, or
      when annual impairment testing for an asset is required, the Group makes
      an estimate of the asset’s recoverable amount.  An asset’s
      recoverable amount is the higher of the asset’s, or cash-generating
      unit’s, fair value less costs to sell and its value in use and is
      determined for an individual asset, unless the asset does not generate
      cash inflows that are largely independent of those from other assets or
      groups of assets and the asset’s value in use cannot be estimated to be
      close to its fair value.  In such cases the asset is tested for
      impairment as part of the cash-generating unit to which it
      belongs.  When the carrying amount of an asset or
      cash-generating unit exceeds its recoverable amount, the asset or
      cash-generating unit is considered impaired and is written down to its
      recoverable amount.
  In
      assessing value in use, the estimated future cash flows are discounted to
      their present value using a pre-tax discount rate that reflects current
      market assessments of the time value of money and the risk specific to the
      asset.  Impairment losses of continuing operations are
      recognised in those expense categories consistent with the function of the
      impaired asset unless the asset is carried at a revalued amount (in which
      case the impairment is treated as a revaluation
  decrease).
  An
      assessment is made at each reporting date as to whether there is any
      indication that previously recognised impairment losses may no longer
      exist or may have decreased.  If such indication exists, the
      recoverable amount is estimated, a previously recognised impairment loss
      is reversed only if there has been a change in the estimates used to
      determine the asset’s recoverable amount since the last impairment loss
      was recognised.  If that is the case the carrying amount of the
      asset is increased to its recoverable
amount.
  That
      increased amount cannot exceed the carrying amount that would have been
      determined, net of depreciation, had no impairment loss been recognised
      for the asset in prior years.  Such reversal is recognised in
      the income statement unless the asset is carried at a revalued amount, in
      which case the reversal is treated as a revaluation
      increase.  After such a reversal the depreciation charge is
      adjusted in future periods to allocate the asset’s revised carrying
      amount, less any residual value, on a systematic basis over its remaining
      useful life.
  2.12
                Impairment
      of intangible and tangible assets excluding
  goodwill
 
 The
      Group assesses at each reporting date whether there is an indication that
      an asset may be impaired.  If any such indication exists, or
      when annual impairment testing for an asset is required, the Group makes
      an estimate of the asset’s recoverable amount.  An asset’s
      recoverable amount is the higher of the asset’s or cash-generating unit’s
      fair value less costs to sell and its value in use and is determined for
      an individual asset, unless the asset does not generate cash inflows that
      are largely independent of those from other assets or groups of assets and
      the asset’s value in use cannot be estimated to be close to its fair
      value.  In such cases the asset is tested for impairment as part
      of the cash-generating unit to which it belongs.  When the
      carrying amount of an asset or cash-generating unit exceeds its
      recoverable amount, the asset or cash-generating unit is considered
      impaired and is written down to its recoverable
  amount.
  
 67
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING POLICIES
      (CONTINUED)
 
 2.12   Impairment
of intangible and tangible assets excluding goodwill (continued)
 
 In
      assessing value in use, the estimated future cash flows are discounted to
      their present value using a pre-tax discount rate that reflects current
      market assessments of the time value of money and the risk specific to the
      asset.  Impairment losses of continuing operations are
      recognised in those expense categories consistent with the function of the
      impaired asset unless the asset is carried at a revalued amount (in which
      case the impairment is treated as a revaluation
  decrease).
  An
      assessment is made at each reporting date as to whether there is any
      indication that previously recognised impairment losses may no longer
      exist or may have decreased.  If such indication exists, the
      recoverable amount is estimated, a previously recognised impairment loss
      is reversed only if there has been a change in the estimates used to
      determine the asset’s recoverable amount since the last impairment loss
      was recognised.  If that is the case the carrying amount of the
      asset is increased to its recoverable amount.  That increased
      amount cannot exceed the carrying amount that would have been determined,
      net of depreciation, had no impairment loss been recognised for the asset
      in prior years.  Such reversal is recognised in the income
      statement unless the asset is carried at a revalued amount, in which case
      the reversal is treated as a revaluation increase.  After such a
      reversal the depreciation charge is adjusted in future periods to allocate
      the asset’s revised carrying amount, less any residual value, on a
      systematic basis over its remaining useful
life.
  2.13
                Deferred
      tax assets
 
 Deferred
tax assets are recognised for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income.  Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be
realised.  Provision for income taxes represents the tax payable for
the period and the change during the period in deferred tax assets and
liabilities.
 
 2.14
                Foreign
      exchange
 
 Monetary
assets and liabilities denominated in foreign currencies are translated into US
Dollars at the rates of exchange ruling at the balance sheet
date.  Transactions in foreign currencies are recorded at the rate
ruling at the date of transaction.  All differences are taken to the
profit and loss account.
 
 For the
purpose of presenting consolidated financial statements, the assets and
liabilities of the Group’s foreign operations are expressed in US Dollars using
exchange rates prevailing at the balance sheet date.  Income and
expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuated significantly during that period, in which case
the exchange rates at the dates of the transactions are used.
 
 Exchange
differences arising, if any, are classified as equity and recognised in the
Group’s foreign currency translation reserve.
 
 Such
exchange differences are recognised in profit or loss in the year in which the
foreign operation is disposed of.
 
 Goodwill
and fair value adjustments arising on the acquisition of a foreign operation are
treated as assets and liabilities of the foreign operation and translated at the
closing rate.
   
 68
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING POLICIES
      (CONTINUED)
 
 a.
                Financing
      costs and interest income
 
 Financing
costs comprise interest payable on borrowings and finance lease payments and
interest income which is calculated using the effective interest rate
method.
 
 2.15
                Impairment
      of financial assets
 
 At each
balance sheet date, the Group assesses whether there is objective evidence that
financial assets, other than those at fair value through profit or loss or
available for sale, are impaired.  The impairment loss of financial
assets carried at amortised cost is measured as the difference between the
assets’ carrying amount and the present valueof estimated future cash
flow discounted at the financial asset’s original effective interest
rate.
 
 2.16
                Financial
      instruments
 
 Financial
assets and financial liabilities are recognised when the Group becomes a party
to the contractual provisions of the instruments and on a trade date
basis.  A financial asset is derecognised when the Group’s contractual
rights to future cash flows from the financial asset expire or when the Group
transfers the contractual rights to future cash flows to a third
party.  A financial liability is derecognised only when the liability
is extinguished.
 
 (a)
                Trade receivables and
      other assets
 Trade
receivables are measured at initial recognition at fair value, and are
subsequently measured at amortised cost using the effective interest rate
method. Appropriate allowances for estimated irrecoverable amounts are
recognised in the income statement when there is objective evidence that the
asset is impaired.
 
 (b)
                Cash and cash
      equivalents
 For
purposes of the consolidated balance sheet and consolidated statement of cash
flows, the Group considers all highly liquid investments which are readily
convertible into known amounts of cash and have a maturity of three months or
less when acquired to be cash equivalents.  At 30 September 2008
management believes that the carrying amount of cash equivalents approximates
fair value because of the short maturity of these financial
instruments.  Cash and cash equivalents comprise cash at bank and in
hand and short term deposits with an original maturity of three months or less,
net of any outstanding bank overdrafts, all of which are available for use by
the company unless otherwise stated.  Cash and cash equivalents are
measured at fair value, based on the relevant exchange rates at the balance
sheet date.
 
 (c)
                Financial liabilities
      and equity
 Financial
liabilities and equity instruments are classified according to the substance of
the contractual arrangements entered into. An equity instrument is any contract
that evidences a residual interest in the assets of the Group after deducting
all of its liabilities.  The Company’s financial liabilities include
trade and other payables, bank loans and other borrowings and obligations under
finance leases.  All financial liabilities, except for derivatives,
are recognised initially at their fair value plus transaction costs that are
directly attributable to the acquisition or issue of the financial liability and
subsequently measured at amortised cost, using effective interest method, unless
the effect of discounting would be insignificant, in which case they are stated
at cost.
  (d)
                  Other financial
      liabilities
 Other
financial liabilities, including borrowings are initially measured at fair
value, net of   transaction costs.  Other financial
liabilities are subsequently measured at amortised costs, using the effective
interest rate method.
   
 69
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.18
                Trade
      payables, provisions and other
payables
 
 Trade and
other payables are not interest-bearing and are stated at
cost.  Provisions are recognised when the Group has a present legal or
constructive obligation as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligations, and a
reliable estimate of the amount can be made.  Provision has been made
in the financial statements for benefits accruing in respect of sick leave,
annual leave, and long service leave.
 
 2.19
                Share
      Capital
 
 Ordinary
shares are recorded at nominal value and proceeds received in excess of nominal
value of shares issued, if any, are accounted for as share
premium.  Both ordinary shares and share premium are classified as
equity.  Costs incurred directly to the issue of shares are accounted
for as a deduction from share premium, otherwise they are charged to the income
statement.
 
 2.20
                Taxation
 
 Tax on
profit or loss for the period comprises current and deferred tax.  Tax
is recognised in the income statement except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in
equity.
 
 Current
tax is the expected tax payable on the taxable income for the period, using tax
rates enacted or substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
 
 Deferred
tax is provided on temporary differences between the carrying amount of assets
and liabilities for financial reporting purposes and the amounts used for
taxation purposes.  The following temporary differences are not
provided for: the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit other than in a business combination, and
differences relating to investments in subsidiaries to the extent that they will
probably not reverse in the foreseeable future.  The amount of
deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
 
 A
deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.
 
 2.21
                Share-based
      payments
 
 The
Company operates a share option scheme for granting share options, for the
purpose of providing incentives and rewards to eligible employees of the
Group.  The cost of share options granted is measured by reference to
the fair value at the date at which they are granted.  It is
recognised together with a corresponding increase in equity, over the vesting
period.  The cumulative expense recognised at each reporting date
until the end of the vesting period reflects the extent to which the vesting
period has expired and the number of shares that in the opinion of the directors
of the Group at that date will ultimately vest.
 
 2.22
                Contingent
      liabilities and contingent assets
 
 A
contingent liability is a possible obligation that arises from past events and
whose existence will only be confirmed by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the
Group.  It can also be a present obligation arising from past events
that is not recognised because it is not probable that outflow of economic
resources will be required or the amount of obligation cannot be measured
reliably.
   70
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.
                ACCOUNTING
      POLICIES (CONTINUED)
 
 2.22
                Contingent
      liabilities and contingent assets
(continued)
 
 A
contingent liability is not recognised but is disclosed in the notes to the
accounts.  When a change in the probability of an outflow occurs so
that the outflow is probable, it will then be recognised as a
provision.
 
 A
contingent asset is a possible asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain events not wholly within the control of the Group.
 
 Contingent
assets are not recognised but are disclosed in the notes to the accounts when an
inflow of economic benefits is probable.  When inflow is virtually
certain, an asset is recognised.
 
 Key
estimates are made by management.
 
 2.23
                Investments
 
 Fixed and
current asset investments are stated at cost less provision for any impairment
in value.
 
 2.24
                Events
      after balance sheet date
 
 Post
year-end events that provide additional information about the Group’s position
are reflected in the financial statements.  Post year-end events that
are not adjusting events are disclosed in the notes when material.
 
 2.25
                Revenue
      recognition
 
 Revenue
is recognised by reference to the stage of completion of the contract activity
at the balance sheet date, measurement is based on the proportion of work
performed to date relative to the estimated total contract value, except where
this would not be representative of the stage of completion.
 
 2.26
                Bank
      borrowings
 
 Interest-bearing
bank loans and overdrafts are recorded at the proceeds received net of direct
issue costs.  Finance charges, including premiums payable on
settlement or redemption and direct issue costs, are accounted for on an accrual
basis to the profit and loss account using the effective interest method and are
added to the carrying amount of the instrument to the extent that they are not
settled in the period in which they arise.
 
 2.27
                Provisions
 
 Provisions
are recognised when the Group has a present legal or constructive obligation as
a result of a past event, it is probable that an outflow of economic benefit
will be required to settle the obligation, and a reliable estimate of the amount
be made.
 
 2.28
                Leased
      assets
 
 Operating
lease
 
 Operating
lease rentals are included in the determination of the operating profit or loss
for the year in accordance with the contracted lease payment
agreement.
   
 71
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 2.       ACCOUNTING
POLICIES (CONTINUED)
 
 2.29
                Employee
  benefits
 
 (i)
                Defined
      contribution plan
 
 Obligations
for contributions to the Fiji National Provident Fund are recognised as an
expense in the income statement as they are due.
 
 (ii)
                Short-term
      benefits
 
 Short-term
employee benefit obligations are measured on an undiscounted basis and are
expensed in the income statement as the related service is
provided.
 
 (iii)
                Long-term
      employee benefits
 
 Obligations
in respect of long-term employee benefits such as long service leave is the
amount of future benefit that employees have earned in return for their service
in the current and prior periods; that benefit is discounted  to
determine its present value.
 
 (iv)
                Termination
      benefits
 
 Termination
benefits are recognised as an expense when the Group is demonstrably committed,
without realistic probability of withdrawal, to a formal detailed plan to either
terminate employment before the normal retirement date, or to provide
termination benefits as a result of an offer made to encourage voluntary
redundancy.  Termination benefits for voluntary redundancies are
recognised as an expense if the company has made an offer encouraging voluntary
redundancy, it is probable that the offer will be accepted, and the number of
acceptances can be measured reliably.
 
 
 
 72
  
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 3.
                TURNOVER
      AND SEGMENTAL ANALYSIS
 
 The
directors consider that the Group’s activities represent a single class of
business.  The analysis of the Group’s turnover, gross profit, assets,
liabilities, additions to plant, property and equipment and depreciation and
amortisation by the component used by management to make decisions about
operating matters:
      GROUPYear
      ended 30 September 2008

                                    US$
                                  
                                  
                                  Period ended 30
      September 2007US$TurnoverMarshall
      Islands
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Bermuda
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -USA
                                  
                                  
                                  105,690
                                  
                                  
                                  
                                  -China
                                  
                                  
                                  64,864
                                  
                                  
                                  
                                  59,262170,554
                                  
                                  
                                  
                                  59,262Gross
      profitMarshall
      Islands
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Bermuda
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -USA
                                  
                                  
                                  105,690
                                  
                                  
                                  
                                  -China
                                  
                                  
                                  59,030
                                  
                                  
                                  
                                  56,294164,720
                                  
                                  
                                  
                                  56,294Carrying
      amount of assetsMarshall
      Islands
                                  
                                  
                                  341,540
                                  
                                  
                                  
                                  39,824Bermuda
                                  
                                  
                                  29,883
                                  
                                  
                                  
                                  33USA
                                  
                                  
                                  276,206
                                  
                                  
                                  
                                  276,732China
                                  
                                  
                                  89,606
                                  
                                  
                                  
                                  101,720737,235
                                  
                                  
                                  
                                  418,309LiabilitiesMarshall
      Islands
                                  
                                  
                                  24,226
                                  
                                  
                                  
                                  3,000Bermuda
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -USA
                                  
                                  
                                  194
                                  
                                  
                                  
                                  6,045China
                                  
                                  
                                  29,603
                                  
                                  
                                  
                                  47,97054,023
                                  
                                  
                                  
                                  57,015
  Additions
      to plant, property and equipmentMarshall
      Islands
                      
                      
                      -
                      
                      
                      
                      -Bermuda
                      
                      
                      -
                      
                      
                      
                      -USA
                      
                      
                      -
                      
                      
                      
                      629China
                      
                      
                      14,017
                      
                      
                      
                      40,18614,017
                      
                      
                      
                      40,815
  Depreciation
      and amortisationMarshall
      Islands
                      
                      
                      -
                      
                      
                      
                      -Bermuda
                      
                      
                      -
                      
                      
                      
                      -USA
                      
                      
                      -
                      
                      
                      
                      -China
                      
                      
                      (10,307
                      )
                      
                      
                      (1,862
                      )(10,307
                      )
                      
                      
                      (1,862
                      )
  73
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 4.
                LOSS
      FROM OPERATIONS
 
 Loss from
operation has been arrived at after charging:
 GROUPYear
      ended 30 September 2008
                    
                    
                    Period
      ended 30 September 2007US$
                    
                    
                    US$Rent
                    
                    
                    22,655
                    
                    
                    
                    260Depreciation
                    
                    
                    10,308
                    
                    
                    
                    1,862Realised
      foreign exchange (gain)/ loss
                    
                    
                    (20
                    )
                    
                    
                    260Auditors
      remuneration – audit fees
                    
                    
                    90,873
                    
                    
                    
                    -–
      non-audit fees
                    
                    
                    33,144
                    
                    
                    
                    8,850Share
      option charges
                    
                    
                    445,742
                    
                    
                    
                    -
 
 
 5.
                DIRECTORS’
      EMOLUMENTS
 GROUPYear
      ended 30 September 2008
                    
                    
                    Period
      ended 30 September 2007US$
                    
                    
                    US$Directors’
      fees
                    
                    
                    420,000
                    
                    
                    
                    600
 
 
 6.
                STAFF
      COSTS
 GROUPYear
      ended 30 September 2008
                    
                    
                    Period
      ended 30 September 2007US$
                    
                    
                    US$Salaries
      and wages
                    
                    
                    59,132
                    
                    
                    
                    4,313Social
      insurance
                    
                    
                    3,867
                    
                    
                    
                    89862,999
                    
                    
                    
                    5,211
 
 The
average number of employees during the period was 7(2007: 7).
 
 
 7.
                INTEREST
      PAYABLE AND SIMILAR CHARGES
 
 
 GROUPYear
      ended 30 September 2008
                    
                    
                    Period
      ended 30 September 2007US
      $
                    
                    
                    US
      $Interest
      payable and similar charges
                    
                    
                    266
                    
                    
                    
                    152
   74
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 8.         TAXATION
  GROUPYear
      ended 30 September 2008
                          
                          
                          Period
      ended 30 September 2007US$
                          
                          
                          US$Current
      tax charge
                          
                          
                          -
                          
                          
                          
                          -Factors
      affecting tax charge:Loss
      before tax
                          
                          
                          (2,415,504
                          )
                          
                          
                          (75,763
                          )Tax
      at 4.08% (2007: 10.82%)
                          
                          
                          (98,553
                          )
                          
                          
                          (8,198
                          )Loss
      carried forward
                          
                          
                          98,553
                          
                          
                          
                          8,198Current
      tax charge
                          
                          
                          -
                          
                          
                          
                          -
 
 
 The Group
has tax losses arising that are available against future taxable
profits.  The directors are of the opinion that the probability of the
Group trading profitably in the next 12 months is uncertain.  As a
result of the existing uncertainties of their realisation, a deferred tax asset
has not been recognised.
 
 
 9.         PROPERTY,
PLANT AND EQUIPMENT
 
 2008 GROUP
 Office
      equipment
                      
                      
                      Motor
      vehicles
                      
                      
                      TotalUS$
                      
                      
                      US$
                      
                      
                      US$CostAs
      at 30 September 2007
                      
                      
                      5,233
                      
                      
                      
                      35,582
                      
                      
                      
                      40,815Additions
                      
                      
                      14,017
                      
                      
                      
                      -
                      
                      
                      
                      14,017Translation
      differences
                      
                      
                      20
                      
                      
                      
                      650
                      
                      
                      
                      670As
      at 30 September 2008
                      
                      
                      19,270
                      
                      
                      
                      36,232
                      
                      
                      
                      55,502Accumulated
      depreciationAs
      at 30 September 2007
                      
                      
                      (163
                      )
                      
                      
                      (1,699
                      )
                      
                      
                      (1,862
                      )Depreciation
                      
                      
                      (3,014
                      )
                      
                      
                      (7,294
                      )
                      
                      
                      (10,308
                      )As
      at 30 September 2008
                      
                      
                      (3,177
                      )
                      
                      
                      (8,993
                      )
                      
                      
                      (12,170
                      )Net
      book valueAs
      at 30 September 2008
                      
                      
                      16,093
                      
                      
                      
                      27,239
                      
                      
                      
                      43,332As
      at 30 September 2007
                      
                      
                      5,070
                      
                      
                      
                      33,883
                      
                      
                      
                      38,953
   
 75
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 9.         PROPERTY,
PLANT AND EQUIPMENT (CONTINUED)
 
 2007
GROUP
  Office
                    equipment
                  
                  
                  Motor
                    vehicles
                  
                  
                  TotalUS$
                  
                  
                  US$
                  
                  
                  US$CostAs
      at incorporation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Acquisitions
      through business combination
                  
                  
                  3,564
                  
                  
                  
                  35,070
                  
                  
                  
                  38,634Additions
                  
                  
                  1,602
                  
                  
                  
                  -
                  
                  
                  
                  1,602Translation
      differences
                  
                  
                  67
                  
                  
                  
                  512
                  
                  
                  
                  579As
      at 30 September 2007
                  
                  
                  5,233
                  
                  
                  
                  35,582
                  
                  
                  
                  40,815Accumulated
      depreciationAs
      at incorporation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Depreciation
                  
                  
                  (149
                  )
                  
                  
                  (1,653
                  )
                  
                  
                  (1,802
                  )Translation
      differences
                  
                  
                  (14
                  )
                  
                  
                  (46
                  )
                  
                  
                  (60
                  )As
      at 30 September 2007
                  
                  
                  (163
                  )
                  
                  
                  (1,699
                  )
                  
                  
                  (1,862
                  )Net
      book valueAs
      at 30 September 2007
                  
                  
                  5,070
                  
                  
                  
                  33,883
                  
                  
                  
                  38,953As
      at incorporation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
 
 
 
 The
      Company has no fixed assets and as such no table has been
      prepared.  This is concurrent with the prior
    period.
   
 76
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 10.
                INVESTMENT
      IN SUBSIDIARY COMPANIES
 
  COMPANY2008
                                    
                                    
                                    2007US$
                                    
                                    
                                    US$CostAs
      at 1 October 2007/incorporation
                                    
                                    
                                    348,985
                                    
                                    
                                    
                                    -Additions
                                    
                                    
                                    -
                                    
                                    
                                    
                                    348,985Balance
      as at 30 September
                                    
                                    
                                    348,985
                                    
                                    
                                    
                                    348,985ImpairmentAs
      at 1 October 2007/incorporation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Balance
      as at 30 September
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      book valueBalance
      as at 30 September
                                    
                                    
                                    348,985
                                    
                                    
                                    
                                    348,985Details
      of the subsidiaries:
 Name
      of subsidiaries
                      Country
      of incorporation
                      Principal
      activities
                      
                      %
      heldGeo
      Genesis Group Inc
                      USA
                      Asset
      management and consultancy
                      
                      
                      100
                      %Qingdao
      China Partners Investment Advisory Co Ltd
                      China
                      Asset
      management and consultancy
                      
                      
                      100
                      %GGG
      Global Capital  Management Ltd
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %China
      Partners Property Management
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %China
      Partners Capital Management
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %China
      Partners Properties Ltd
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %China
      Partners Private Equity Ltd
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %GGG
      Global Opportunities Ltd
                      Bermuda
                      Asset
      management and consultancy
                      
                      
                      100
                      %
   
 77
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 11.         TRADE
AND OTHER RECEIVABLES
 
 
 GROUP
                    
                    
                    COMPANY30
      September 2008
                    
                    
                    30
      September 2007
                    
                    
                    30
      September 2008
                    
                    
                    30
      September 2007US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Trade
      receivables
                    
                    
                    34,815
                    
                    
                    
                    69,000
                    
                    
                    
                    -
                    
                    
                    
                    -Other
      debtors
                    
                    
                    241,599
                    
                    
                    
                    8
                    
                    
                    
                    10,732
                    
                    
                    
                    6,012Prepaid
      expenses
                    
                    
                    31,138
                    
                    
                    
                    -
                    
                    
                    
                    31,138
                    
                    
                    
                    -Amount
      due from Directors (see note 18)
                    
                    
                    626
                    
                    
                    
                    3,011
                    
                    
                    
                    -
                    
                    
                    
                    -Amounts
      owed by Group Undertakings
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,228,897
                    
                    
                    
                    45,000308,178
                    
                    
                    
                    72,019
                    
                    
                    
                    1,270,767
                    
                    
                    
                    51,012
 
 
 12.
                CASH
      AND CASH EQUIVALENTS
 
 Cash and
cash equivalents include the following for the purposes of the cash flow
statement:
 
 GROUP
                    
                    
                    COMPANY30
      September 2008
                    
                    
                    30
      September 2007
                    
                    
                    30
      September 2008
                    
                    
                    30
      September 2007US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Cash
      in banks
                    
                    
                    384,654
                    
                    
                    
                    261,256
                    
                    
                    
                    299,670
                    
                    
                    
                    -Cash
      in escrow
                    
                    
                    -
                    
                    
                    
                    45,145
                    
                    
                    
                    -
                    
                    
                    
                    33,812Cash
      on hand
                    
                    
                    1,071
                    
                    
                    
                    936
                    
                    
                    
                    -
                    
                    
                    
                    -385,725
                    
                    
                    
                    307,337
                    
                    
                    
                    299,670
                    
                    
                    
                    33,812
 
 
 13.
                TRADE
      AND OTHER PAYABLES
 
 GROUP
                    
                    
                    COMPANY30
      September 2008
                    
                    
                    30
      September 2007
                    
                    
                    30
      September 2008
                    
                    
                    30
      September 2007US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Trade
      creditors
                    
                    
                    14,060
                    
                    
                    
                    24,456
                    
                    
                    
                    -
                    
                    
                    
                    -Other
      creditors
                    
                    
                    15,736
                    
                    
                    
                    7,877
                    
                    
                    
                    -
                    
                    
                    
                    3,000Amount
      due to directors
                    
                    
                    -
                    
                    
                    
                    15,832
                    
                    
                    
                    -
                    
                    
                    
                    -Amounts
      due to Group
                      Undertakings
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    597,460
                    
                    
                    
                    -29,796
                    
                    
                    
                    48,165
                    
                    
                    
                    597,460
                    
                    
                    
                    3,000
 
 
 No
interest is charged on the trade payables.  The Group has financial
risk management policies in place to ensure that all payables are paid within
the credit timeframe.
    78
  GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 14.
                ACCRUED
      EXPENSES
 
 GROUP
                    
                    
                    COMPANY30
      September 2008
                    
                    
                    30
      September 2007
                    
                    
                    30
      September 2008
                    
                    
                    30
      September 2007US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Accruals
                    
                    
                    24,227
                    
                    
                    
                    8,850
                    
                    
                    
                    24,227
                    
                    
                    
                    3,00024,227
                    
                    
                    
                    8,850
                    
                    
                    
                    24,227
                    
                    
                    
                    3,000
 
 
 15.         SHARE
CAPITAL
 
 GROUP
      AND COMPANY
                      
                      30
                        September
                        2008
                      
                      
                      30
                        September
                        2007US$
                      
                      
                      US$Authorised350,000,000
      common shares of US$0.0001 each
                      
                      
                      35,000
                      
                      
                      
                      35,000
 
 
 30
      September 2007Share
                        Capital
                      
                      
                      Share
                        PremiumUS$
                      
                      
                      US$Allotted,
      called up and fully paid64,200,000
      common shares of US$0.0001 each
                      
                      
                      6,420
                      
                      
                      
                      428,582
 
 30
      September 2008Share
                        Capital
                      
                      
                      Share
                        PremiumUS$
                      
                      
                      US$Allotted,
      called up and fully paid67,725,692
      common shares of US$0.0001 each
                      
                      
                      6,773
                      
                      
                      
                      2,719,929
 
 
 The
Company has one class of shares.  Each share entitles the holder to
one (1) vote at general meetings of the Company.  The authorised
number of shares is 350,000,000 with a par value of US$0.0001 per
share.
 
 On 30
September 2008, the share capital of the Company was US$6,773 and the total
number of shares was 67,725,692.
   
 79
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 15.         SHARE
CAPITAL (CONTINUED)
 
 2008
Authorisations
 
 Date
      of issue
                    
                    Nominal
      value per share US$
                    
                    
                    Market
      value per share
                      US$
                    
                    
                    Number
      of shares issued
                    
                    
                    Nominal
      value of issue
                      US$
                    
                    
                    Share
      premium increase
                      US$Brought
      forward
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    64,200,000
                    
                    
                    
                    -
                    
                    
                    
                    428,5823
      December 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    100,000
                    
                    
                    
                    10
                    
                    
                    
                    64,9906
      December 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    50,000
                    
                    
                    
                    5
                    
                    
                    
                    32,49528
      November 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    50,000
                    
                    
                    
                    5
                    
                    
                    
                    32,49520
      November 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    100,000
                    
                    
                    
                    10
                    
                    
                    
                    64,99016
      November 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    100,000
                    
                    
                    
                    10
                    
                    
                    
                    64,99027
      December 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    200,000
                    
                    
                    
                    20
                    
                    
                    
                    129,98022
      November 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    200,000
                    
                    
                    
                    20
                    
                    
                    
                    129,98021
      December 2007
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    340,000
                    
                    
                    
                    34
                    
                    
                    
                    220,9664
      January 2008
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    78,000
                    
                    
                    
                    8
                    
                    
                    
                    50,69214
      January 2008
                    
                    
                    0.0001
                    
                    
                    
                    0.65
                    
                    
                    
                    2,307,692
                    
                    
                    
                    231
                    
                    
                    
                    1,499,76967,725,692
                    
                    
                    
                    353
                    
                    
                    
                    2,719,929
  Share
options
  The fair
value of the share options granted has been calculated using the Black-Scholes
option-pricing model individually applied to each option granted.  The
inputs into this model were as follows:
 
 Issued
      on
                        9
      January 2008Share
      price
                      
                      
                      7
                      pExercise
      price
                      
                      
                      5
                      pExpected
      volatility
                      
                      
                      22
                      %Expected
      life
                      
                      3
      yearsRisk
      free rate
                      
                      
                      5
                      %
 \
 The
expected volatility represents management’s best estimate of volatility given
the lack of historical information available regarding share price
volatility.
 
 Share
      OptionsNumber
                      of
      shares
                    
                    
                    Weighted
                      average
                      exercise
                      price
      per
                      share
                    
                    
                    Weighted
                      average
                      remaining
                      contractual
                      life
      (years)Balance at 1 October
      2007- exercisable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Options
      granted in the year- exercisable
                    
                    
                    8,095,000
                    
                    
                    
                    5
                    p
                    
                    
                    2.73Balance at 30 September 2008- exercisable
                    
                    
                    8,095,000
                    
                    
                    
                    5
                    p
                    
                    
                    2.73Balance at 30 September 2007- exercisable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
   
 80
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 16.
                LOSS
      PER SHARE
  In
accordance with lAS 33 and as the group has reported a loss for the period, the
share options are not dilutive.
 
 30
                      September
                      2008
                    
                    
                    30
                      September
                      2007US$
                    
                    
                    US$Loss
      after taxation
                    
                    
                    (2,415,504
                    )
                    
                    
                    (75,763
                    )Basic
      weighted average shares in issue in period
                    
                    
                    65,209,308
                    
                    
                    
                    24,172,929Basic
      and diluted loss per share based on the weighted average number of shares
      in issue in the year
                    
                    
                    3.7
                    
                    
                    
                    0.3
 
 
 
 17. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT OBJECTIVES AND POLICIES
 
 The
accounting policies for financial instruments have been applied to the line
items below:
  GROUP
 
 Financial
      assets at fair value through the P&L
                    
                    
                    Total2008
                    
                    US$
                    
                    
                    US$Assets
      as per the balance sheetTrade
      and other receivables
                    
                    
                    308,178
                    
                    
                    
                    308,178Cash
      and cash equivalents
                    
                    
                    385,725
                    
                    
                    
                    385,725Total
                    
                    
                    693,903
                    
                    
                    
                    693,903
 
 
 Held-to-maturity
      investments
                    
                    
                    TotalUS$
                    
                    
                    US$Liabilities
      as per the balance sheetTrade
      and other payables
                    
                    
                    29,796
                    
                    
                    
                    29,796Accrued
      expenses
                    
                    
                    24,227
                    
                    
                    
                    24,227Total
                    
                    
                    54,023
                    
                    
                    
                    54,023
 
 
 Financial
      assets at fair value through the P&L
                    
                    
                    Total2007
                    
                    US$
                    
                    
                    US$Assets
      as per the balance sheetTrade
      and other receivables
                    
                    
                    72,019
                    
                    
                    
                    72,019Cash
      and cash equivalents
                    
                    
                    307,337
                    
                    
                    
                    307,337Total
                    
                    
                    379,356
                    
                    
                    
                    379,356
   81
 
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 17.     FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT OBJECTIVES AND
POLICIES  (CONTINUED)
  
 Held-to-maturity
      investments
                    
                    
                    TotalUS$
                    
                    
                    US$Liabilities
      as per the balance sheetTrade
      and other payables
                    
                    
                    48,165
                    
                    
                    
                    48,165Accrued
      expenses
                    
                    
                    8,850
                    
                    
                    
                    8,850Total
                    
                    
                    57,015
                    
                    
                    
                    57,015
 
 COMPANY
  Financial
      assets at fair value through the P&L
                    
                    
                    Total2008
                    
                    US$
                    
                    
                    US$Assets
      as per the balance sheetTrade
      and other receivables
                    
                    
                    1,270,767
                    
                    
                    
                    1,270,767Cash
      and cash equivalents
                    
                    
                    299,670
                    
                    
                    
                    299,670Total
                    
                    
                    1,570,437
                    
                    
                    
                    1,570,437
 
 
 Held-to-maturity
      investments
                        
                        TotalUS$
                        
                        US$Liabilities
      as per the balance sheetTrade
      and other payables
                        
                        
                        597,460
                        
                        597,460Accrued
      expenses
                        
                        
                        24,227
                        
                        24,227Total
                        
                        
                        621,687
                        
                        621,687
                        -
 
 
 Financial
      assets
                      at
      fair value
                      through
      the P&L
                    
                    
                    Total2007
                    
                    US$
                    
                    
                    US$Assets
      as per the balance sheetTrade
      and other receivables
                    
                    
                    51,012
                    
                    
                    
                    51,012Cash
      and cash equivalents
                    
                    
                    33,812
                    
                    
                    
                    33,812Total
                    
                    
                    84,824
                    
                    
                    
                    84,824
 
 
 Held-to-maturity
                      investments
                    
                    
                    TotalUS$
                    
                    
                    US$Liabilities
      as per the balance sheetTrade
      and other payables
                    
                    
                    3,000
                    
                    
                    
                    3,000Accrued
      expenses
                    
                    
                    3,000
                    
                    
                    
                    3,000Total
                    
                    
                    6,000
                    
                    
                    
                    6,000
   
 82
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 17.     FINANCIAL
      INSTRUMENTS AND RISK MANAGEMENT OBJECTIVES AND POLICIES
      (CONTINUED)
 
 The
Group’s activities expose it to a variety of financial risks: currency risk,
credit risk, liquidity risk and cash flow interest-rate risk.  These
risks are limited by the Group’s financial management policies and practices as
described below:
 
 (a)
                Credit
      risks
 Credit
risk is the risk of financial loss to the Group if a customer or counterparty to
a financial instrument fails to meet its contractual obligations, and arises
principally from the Group’s receivables from customers and investment
securities.
 
 The Group
has no significant concentrations of credit risk.  The Group has
credit risk management policies in place and exposure to credit risk is
monitored on an ongoing basis.  Management generally adopts
conservative strategies and tight control on credit policy.  The Group
has limited the amount of credit exposure to customers.
 
 The
average credit period on sales of goods is 75 days.  No interest is
charged on the trade receivables.
 
 (a)
                Credit risks
      (continued)
 Before
accepting any new customer, the Group assesses the potential customer’s credit
quality via credit checks and defines credit limits by customer.  Of
the trade receivables balance at the end of the period, US$62,790 is due from
Changda International Co Ltd, the Group’s largest customer.  There are
no other customers who represent more than 10% of the total balance of trade
receivables.
 
 Aging of past due but not
impaired
 30
                            September
      2008
                          
                          
                          30
      September 2007US$
                          
                          
                          US$60
      – 90 days
                          
                          
                          -
                          
                          
                          
                          6,01290
      – 120 days
                          
                          
                          -
                          
                          
                          
                          -More
      than 120 days
                          
                          
                          308,178
                          
                          
                          
                          25,000308,178
                          
                          
                          
                          31,012
 
 The
carrying amounts of the group’s trade and other receivables are denominated in
the following currencies:
 30
                              September
      2008
                            
                            
                            30
      September 2007US$
                            
                            
                            US$US
      dollar
                            
                            
                            273,363
                            
                            
                            
                            42,037Chinese
      Yuan Renminbi
                            
                            
                            34,815
                            
                            
                            
                            9,505Sterling
                            
                            
                            -
                            
                            
                            
                            20,477308,178
                            
                            
                            
                            72,019
 
 The trade
and other receivables do not contain impaired assets as they are still
considered recoverable by reference to no default experience so
far.  In determining the recoverability of trade receivable, the Group
considers any change in the credit quality of the trade receivable from the date
credit was initially granted up to the reporting date.
 
 The
maximum exposure to credit risk at the reporting date is the fair value of each
class of receivable mentioned above.  The Group does not hold any
collateral as security.
   GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
THE YEAR ENDED 30 SEPTEMBER 2008
 
 17.
                FINANCIAL
      INSTRUMENTS AND RISK MANAGEMENT OBJECTIVES AND POLICIES
      (CONTINUED)
 
 (b)
                Liquidity
      risks
 Liquidity
risk is the risk that the Group will not be able to meet its financial
obligations as they fall due.  The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation.
 
 To ensure
liquidity, the Group maintains sufficient cash and cash equivalents on demand to
meet its obligations as and when they fall due.
 
 (c)
                Market
      risks
 Market
risk is the risk that changes in market prices, such as foreign exchange rates,
interest rates and equity prices will affect the Group’s income or the value of
its holdings of financial instrument.  The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters, while optimising return on risk.
 
 (d)
                Foreign currency
      exchange risks
 The Group
does not hedge its foreign currencies.  Transactions with customers
and vendors are mainly denominated in US Dollars and Chinese Yuan
Renminbi.  Management considered that the currency exposure arising
from these transactions is not significant to the Group.  Transactions
with group companies denominated in US Dollars, which are exposed to foreign
currency translation risks, are not significant to the Group.  The
Group has bank accounts in both US Dollars and Chinese Yuan Renminbi to mitigate
against exchange risks.
 
 Exposure to currency
risk
 
 The
Group’s exposure to foreign currency risk was as follows :
 
 US
      Dollars
                    
                    
                    Chinese
      Yuan Renminbi
                    
                    
                    Sterling
                    
                    
                    Total2008
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Trade
      and other receivables
                    
                    
                    273,363
                    
                    
                    
                    34,815
                    
                    
                    
                    -
                    
                    
                    
                    308,178Trade
      and other payables
                    
                    
                    (24,419
                    )
                    
                    
                    (29,604
                    )
                    
                    
                    -
                    
                    
                    
                    (54,023
                    )248,944
                    
                    
                    
                    5,211
                    
                    
                    
                    
                    
                    
                    
                    254,155
 
 
 US
      Dollars
                    
                    
                    Chinese
      Yuan Renminbi
                    
                    
                    Sterling
                    
                    
                    Total2007
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$
                    
                    
                    US$Trade
      and other receivables
                    
                    
                    42,037
                    
                    
                    
                    9,505
                    
                    
                    
                    20,477
                    
                    
                    
                    72,019Trade
      and other payables
                    
                    
                    (9,045
                    )
                    
                    
                    (47,970
                    )
                    
                    
                    -
                    
                    
                    
                    (57,015
                    )32,992
                    
                    
                    
                    (38,465
                    )
                    
                    
                    20,477
                    
                    
                    
                    15,004
 
 
 
 83
 
 GEO
GENESIS GROUP LTD
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 FOR
      THE YEAR ENDED 30 SEPTEMBER 2008
 
 
 17.
                FINANCIAL
      INSTRUMENTS AND RISK MANAGEMENT OBJECTIVES AND POLICIES
      (CONTINUED)
 
 (d)
                Foreign currency
      exchange risks (continued)
  US$
                        
                        Average
                          rate
                        
                        
                        Reporting
      date mid-
                          spot
                          rateRMB
      1
                        
                        
                        0.14419
                        
                        
                        
                        0.14630GBP
      1
                        
                        
                        1.97312
                        
                        
                        
                        1.81750
   Sensitivity
analysis:
 A 10%
strengthening of the US Dollar against the following currencies at 30 September
2008 would have increased/(decreased) equity and profit or loss by the amounts
shown below.  This analysis assumes that all other variables, in
particular interest rates, remain constant.
 
 A 10%
weakening of the US Dollar against the above currencies at 30 September 2008
would have had the equal but opposite effect on the above currencies to the
amounts shown above, on the basis that all other variables remain
constant.
 
 A
sensitivity analysis is not relevant for Chinese Yuan Renminbi as it is pegged
against the US Dollar.
 
 (e)
                Cash flow and fair
      value interest rate risks
 
 The
Group’s primary interest rate risk relates to interest bearing
debts.  Investments in financial assets are mainly short term in
nature and are not held for speculative purposes but are placed in fixed
deposits.
 
 The Group
manages its interest rate exposure by maintaining a prudent mix of fixed and
floating rate borrowing to allow it to be recognised on cheaper funding in a low
interest rate environment and achieve a certain level of protection against
interest rate increases.
 
 18.
                RELATED
      PARTIES TRANSACTIONS
 
 The
significant related party transactions during the financial period were as
follows:
 
 30
      September 2008
                      
                      
                      30
      September 2007US$
                      
                      
                      US$Amount
      due from related party
                      
                      
                      982
                      
                      
                      
                      3,011Amount
      due to related parties
                      
                      
                      (16,719
                      )
                      
                      
                      -Net
      due (to)/from related parties
                      
                      
                      (15,737
                      )
                      
                      
                      3,011
  84
    INDEPENDENT
AUDITORS’ REPORT ON GEO GENESIS GROUP LIMITED
 
 To
the shareholders of Geo Genesis Group Limited
 
 We have
audited the financial statements of Geo Genesis Group Limited for the year ended
30 September 2007, which comprise the consolidated and parent company income
statements, the consolidated and parent company balance sheets, the consolidated
and parent company cash flow statements, the consolidated and parent company
statement of changes in equity and the related notes hereto. These financial
statements have been prepared in accordance with the accounting policies set out
therein.
 
 This
report is made solely to the company's members, as a body. Our audit work has
been undertaken so that we might state to the company's members those matters we
are required to state to them in an Auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have
formed.
 
 Respective
responsibilities of directors and auditor
 
 As
described in the statement of directors' responsibilities, the company’s
directors are responsible for the preparation of the financial statements in
accordance with applicable law and International Financial Reporting Standards
(“IFRS”)
 
 Our
responsibility is to audit the financial statements in accordance with relevant
legal and regulatory requirements and International Standards on Auditing (UK
and Ireland).
 
 We report
to you our opinion as to whether the financial statements give a true and fair
view and are properly prepared in accordance with the Marshall Islands Companies
Act. We also report to you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding directors
remuneration and transactions with the company and other members of the group is
not disclosed.
 
 We read
the other information contained within the Annual Report and consider whether it
is consistent with the audited financial statements. We consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements. Our responsibilities do
not extend to any other information.
 
 Basis
of audit opinion
 
 We
conducted our audit in accordance with International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately
disclosed.
 
 We
planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial
statements.
 
 INDEPENDENT
AUDITORS’ REPORT ON GEO GENESIS GROUP LIMITED (CONTINUED)
 
 Opinion
 
 In our
opinion:
 
 ·
                the
      financial statements give a true and fair view, in accordance with IFRSs
      as adopted by the EU, of the state of affairs of the Company and of the
      Group as at 30 September 2007, and of the Group’s results for the period
      then ended; and
 
 ·
                the
      financial statements have been properly prepared in accordance with the
      Marshall Islands Company Law.
 
 
 Mazars
LLP
 
 Chartered
accountants
 Registered
auditor
 
 Tower Bridge
House
 St
Katharine's Way
 London
 E1W
1DD
 
 Date: 28
February 2007
 
  85
  GEO GENESIS GROUP
LTD
 CONSOLIDATED
INCOME STATEMENT
 FOR
THE PERIOD ENDED 30 SEPTEMBER 2007
 
 Note
                  
                  
                  Period
      to 30 September 2007$Revenue
                  
                  
                  3
                  
                  
                  
                  59,262Less
      : Sales tax
                  
                  
                  
                  
                  
                  
                  (2,968
                  )Gross
      margin
                  
                  
                  
                  
                  
                  
                  56,294Operating
      expenses :Selling
      expenses
                  
                  
                  
                  
                  
                  
                  55,258General
      and administrative expenses
                  
                  
                  
                  
                  
                  
                  70,757Salaries
      and wages
                  
                  
                  6
                  
                  
                  
                  5,211Depreciation
                  
                  
                  
                  
                  
                  
                  1,802Rent
      expense
                  
                  
                  
                  
                  
                  
                  260Total
      expenses
                  
                  
                  
                  
                  
                  
                  (133,288
                  )Operating
      loss
                  
                  
                  4
                  
                  
                  
                  (76,994
                  )Other
      income
                  
                  
                  
                  
                  
                  
                  1,231Loss
      before provision of income taxes
                  
                  
                  
                  
                  
                  
                  (75,763
                  )Provision
      for income taxes
                  
                  
                  7
                  
                  
                  
                  -Net
      loss
                  
                  
                  
                  
                  
                  
                  (75,763
                  )Loss
      per share :Basic
                  
                  
                  14
                  
                  
                  $
                  (0.0031
                  )Diluted
                  
                  
                  14
                  
                  
                  $
                  (0.0031
                  )
   
 86
 GEO
GENESIS GROUP LTD
 CONSOLIDATED
BALANCE SHEET
 AS
AT 30 SEPTEMBER 2007
 
 Note
                        
                        
                        2007$ASSETSNon-current
      assetsProperty,
      plant and equipment
                        
                        
                        8
                        
                        
                        
                        38,953Total
      non-current assets
                        
                        
                        
                        
                        
                        
                        38,953Current
      assetsTrade
      receivables
                        
                        
                        9
                        
                        
                        
                        72,019Cash
      and equivalents
                        
                        
                        10
                        
                        
                        
                        307,337Total
      current assets
                        
                        
                        
                        
                        
                        
                        379,356Total
      assets
                        
                        
                        
                        
                        
                        
                        418,309EQUITY
      AND LIABILITIESCurrent
      liabilitiesTrade
      and other payables
                        
                        
                        11
                        
                        
                        
                        48,165Accrued
      expenses
                        
                        
                        12
                        
                        
                        
                        8,850Total
      liabilities
                        
                        
                        
                        
                        
                        
                        57,015EquityIssued
      capital
                        
                        
                        13
                        
                        
                        
                        6,420Share
      premium
                        
                        
                        13
                        
                        
                        
                        428,582Retained
      earnings
                        
                        
                        15
                        
                        
                        
                        (75,763
                        )Foreign
      exchange reserve
                        
                        
                        15
                        
                        
                        
                        2,055Total
      equity attributable to equity holders
                        
                        
                        
                        
                        
                        
                        361,294Total
      equity and liabilities
                        
                        
                        
                        
                        
                        
                        418,309
 
  As
      approved by the Board of Directors on [DATE] and signed on its behalf
      by
  Director
   87
  GEO
GENESIS GROUP LTD
 CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
 FOR
THE PERIOD ENDED 30 SEPTEMBER 2007
 
 
 
 Share
      capital
                        
                        
                        Share
      premium
                        
                        
                        Retained
      earnings
                        
                        
                        Total$
                        
                        
                        $
                        
                        
                        $
                        
                        
                        $As
      at date of incorporation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Issue
      of shares
                        
                        
                        6,420
                        
                        
                        
                        428,582
                        
                        
                        
                        -
                        
                        
                        
                        435,002Loss
      for the period
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (75,763
                        )
                        
                        
                        (75,763
                        )Balance
      as at 30 September 2007
                        
                        
                        6,420
                        
                        
                        
                        428,582
                        
                        
                        
                        (75,763
                        )
                        
                        
                        359,239
   
 88
 
 GEO
GENESIS GROUP LTD
 CONSOLIDATED
CASH FLOWS STATEMENT
 FOR
THE PERIOD ENDED 30 SEPTEMBER 2007
   
 Note
                  
                  
                  Period
      to 30 September 2007$Operating
      activitiesNet
      loss
                  
                  
                  
                  
                  
                  (75,763
                  )Adjustments
      to reconcile net income to net cash provided/(used) for operating
      activitiesDepreciation
      and amortisation
                  
                  
                  
                  
                  
                  1,802Working
      capital adjustments :-Decrease
      in debtors
                  
                  
                  
                  
                  
                  50,879Decrease
      in creditors
                  
                  
                  
                  
                  
                  (55,859
                  )Net
      cash flows used for operating activities
                  
                  
                  
                  
                  
                  (78,941
                  )Cash
      flows from investing activitiesAcquisition
      of subsidiary
                  
                  
                  18.3
                  
                  
                  
                  300,294Purchase
      of property and equipment
                  
                  
                  
                  
                  
                  
                  (1,601
                  )Net
      cash flows from investing activities
                  
                  
                  
                  
                  
                  
                  298,693Cash
      flows from financing activitiesProceeds
      from issuance of shares
                  
                  
                  
                  
                  
                  
                  86,050Net
      increase in cash and cash equivalents
                  
                  
                  
                  
                  
                  
                  305,802Cash
      at incorporation
                  
                  
                  
                  
                  
                  
                  -Effect
      of foreign exchange
                  
                  
                  
                  
                  
                  
                  1,535Cash
      and cash equivalent at the end of the period
                  
                  
                  10
                  
                  
                  
                  307,337
   89
 
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 FOR
      THE PERIOD ENDED 30 SEPTEMBER 2007
 
 
 1.
                GENERAL
      INFORMATION
 
 Geo
Genesis Group Limited (“the Company”) is a corporation formed on 2 April 2007
under the Business Corporation Act of the Republic of Marshall
Islands.
 
 The
Company and its subsidiaries (“the Group”) was formed to provide professional
services as strategic advisors to corporate and government entities throughout
Africa, Asia, Europe, Central and South America and the United
States.
 
 
 2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 The
following principal accounting policies have been used consistently in the
preparation of the consolidated financial information of the
Group.  The consolidated financial information comprises the Company
and its subsidiaries.
 
 2.1
                Basis
      of preparation
 The
consolidated financial statements of the Group has been prepared in accordance
with International Financial Reporting Standards (“IFRS”).
 
 The
financial information has been prepared under the historical cost convention,
except in case of investment property and certain financial instruments, which
are carried at fair value in accordance with IFRS. The significant accounting
policies adopted are set out below.
 
 The
information has been prepared on a going concern basis.  In the
opinion of the directors, the Group is able to meet its obligations as they fall
due for the foreseeable future.
 
 The
accounting policies, as detailed below, have been applied consistently by the
Group during the period ended 30 September 2007.
 
 The
financial information comprises the consolidated income statement, consolidated
balance sheet, consolidated statement of changes in equity, consolidated
statement of cash flows and related notes.
 
 2.2
                Basis
      of consolidation
 The
consolidated financial statements incorporate the financial statements of the
Company and its subsidiaries, Geo Genesis Group, Inc., Qingdao China Partners
Investment Advisory Limited, GGG Global Capital Management Limited, GGG Global
Opportunities Limited, China Partners Property Management Limited, China
Partners Properties Limited, China Partners Capital Management Limited and China
Partners Equity Limited, made up to 30 September 2007.  The financial
statements of the subsidiaries are prepared for the same reporting period as the
parent company using consistent accounting policies.
 
 The
results of subsidiaries acquired or disposed of during the period are included
in the consolidated income statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate.
 All
intra-group balances, transactions, income and expenses and profits and losses
resulting from intra-group transactions are eliminated in full on
consolidation.
 
 No
minority interests exist as the subsidiaries are entirely owned by the parent
company.
   90
 
 2.3
                Business
      combination and goodwill
 Acquisitions
of subsidiaries and businesses are accounted for using the purchase
method.  The cost of the business combination is measured as the
aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree, plus any costs directly attributable to
the business combination.  The acquiree’s identifiable assets,
liabilities and contingent liabilities that meet the conditions for recognition
under IFRS 3 Business Combinations are recognised at their fair values at the
acquisition date, except for non-current assets (or disposal groups) that are
classified as held for sale in accordance with IFRS 5 Non-current Assets Held
for Sale and Discontinued Operations, which are recognised and measured at fair
value less costs to sell.
 
 Goodwill
arising on acquisition is recognised as an asset and initially measured at cost,
being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities recognised. If, after reassessment, the Group’s interest
in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the excess
is recognised immediately in profit or loss.
 
 2.4
                Impairment
      of goodwill
 Goodwill
arising on the acquisition of a subsidiary or a jointly controlled entity
represents the excess of the cost of acquisition over the Group’s interest in
the net fair value of the identifiable assets, liabilities and contingent
liabilities of the subsidiary or jointly controlled entity recognised at the
date of acquisition.  Goodwill is initially recognised as an asset at
cost and is subsequently measured at cost less any accumulated impairment
losses.
 
 For the
purpose of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units expected to benefit from the synergies of the
combination.  Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired.  If the recoverable
amount of the cash-generating unit is less than the carrying amount of the unit,
the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata
on the basis of the carrying amount of each asset in the unit.  An
impairment loss recognised for goodwill is not reversed in a subsequent
period.
 
 2.5
                Property,
      plant and equipment
 Property,
plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses.  The cost of an item of property, plant
and equipment comprises its purchase price and any directly attributable costs
of bringing the asset to its working condition and location for its intended
use.
 
 Normal
repairs and maintenance are expensed as incurred whereas significant
improvements which materially increase values or extend useful lives are
capitalised and depreciated over the remaining estimated useful lives of the
related assets.
 
 Upon sale
or retirement of depreciable assets, the related cost and accumulated
depreciation are removed from the accounts.  Any gain or loss on the
sale or retirement is recognised in current operations.
   91
 Depreciation
is provided to write off the cost less accumulated impairment losses of
property, plant and equipment over their estimated useful lives as set out below
from the date on which they are available for use and after taking into account
their estimated residual values, using the straight-line method. Where parts of
an item of property, plant and equipment have different useful lives, the cost
or valuation of the item is allocated on a reasonable basis and depreciated
separately:
 
 Office
equipment                                          5
years                           straight
line basis
 Motor
vehicles                                            
5
years                         
  straight line basis
 
 2.6
                Deferred
      tax assets
 Deferred
tax assets are recognised for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income.  Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be
realised.  Provision for income taxes represents the tax payable for
the period and the change during the period in deferred tax assets and
liabilities.
 
 2.7
                Foreign
      exchange
 Monetary
assets and liabilities denominated in foreign currencies are translated into US
Dollars at the rates of exchange ruling at the balance sheet
date.  Transactions in foreign currencies are recorded at the rate
ruling at the date of transaction.  All differences are taken to the
profit and loss account.
 
 For the
purpose of presenting consolidated financial statements, the assets and
liabilities of the Group’s foreign operations are expressed in US Dollars using
exchange rates prevailing at the balance sheet date.  Income and
expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuated significantly during that period, in which case
the exchange rates at the dates of the transactions are used.
 
 Exchange
differences arising, if any, are classified as equity and recognised in the
Group’s foreign currency translation reserve.
 
 Such
exchange differences are recognised in profit or loss in the period in which the
foreign operation is disposed of.
 
 Goodwill
and fair value adjustments arising on the acquisition of a foreign operation are
treated as assets and liabilities of the foreign operation and translated at the
closing rate.
 
 2.8
                Financial
      instruments
 Financial
assets and financial liabilities are recognised when the Group becomes a party
to the contractual provisions of the instruments and on a trade date
basis.  A financial asset is derecognised when the Group’s contractual
rights to future cash flows from the financial asset expire or when the Group
transfers the contractual rights to future cash flows to a third
party.  A financial liability is derecognised only when the liability
is extinguished.
 
 (a)
                Trade
      receivables
 Trade
receivables are measured at initial recognition at fair value, and are
subsequently measured at amortised cost using the effective interest rate
method.  Appropriate allowances for estimated irrecoverable amounts
are recognised in the income statement when there is objective evidence that the
asset is impaired.
   92
 (b)
                Cash and cash
      equivalents
 For
purposes of the consolidated balance sheet and consolidated statement of cash
flows, the Group considers all highly liquid investments which are readily
convertible into known amounts of cash and have a maturity of three months or
less when acquired to be cash equivalents.  At 30 September 2007
management believes that the carrying amount of cash equivalents approximates
fair value because of the short maturity of these financial
instruments.
 
 (c)
                Financial liabilities
      and equity
 Financial
liabilities and equity instruments are classified according to the substance of
the contractual arrangements entered into.  An equity instrument is
any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities.
 
 (d)
                Trade
      payables
 Trade
payables are initially measured at fair value, and are subsequently measured at
amortised cost, using the effective interest rate method.
 
 (e)
                Financing costs and
      interest income
 Financing
costs comprise interest payable on borrowings and finance lease payments and
interest income which is calculated using the effective interest rate
method.
 
 2.9
                Financial
      risk management objective and
policies
 The
Group’s activities expose it to a variety of financial risks: currency risk,
credit risk, liquidity risk and cash flow interest-rate risk.  These
risks are limited by the Group’s financial management policies and practices as
described below:
 
 (a)
                Credit
      risks
 Credit
risk is the risk of financial loss to the Group if a customer or counterparty to
a financial instrument fails to meet its contractual obligations, and arises
principally from the Group’s receivables from customers and investment
securities.
 
 The Group
has no significant concentrations of credit risk.  The Group has
credit risk management policies in place and exposure to credit risk is
monitored on an ongoing basis.  Management generally adopts
conservative strategies and tight control on credit policy.  The Group
has limited the amount of credit exposure to customers (see Note 9).
 
 (b)
                Liquidity
      risks
 Liquidity
risk is the risk that the Group will not be able to meet its financial
obligations as they fall due.  The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation.
 
 To ensure
liquidity, the Group maintains sufficient cash and cash equivalents on demand to
meet its obligations as and when they fall due.
   93
 
 (c)
                Market
      risks
 Market
risk is the risk that changes in market prices, such as foreign exchange rates,
interest rates and equity prices will affect the Group’s income or the value of
its holdings of financial instrument.  The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters, while optimising return on risk.
 
 (i)
                Foreign currency
      exchange risks
 The Group
does not hedge its foreign currencies.  Transactions with customers
and vendors are mainly denominated in US Dollars and Chinese Yuan
Renminbi.  Management considered that the currency exposure arising
from these transactions is not significant to the Group.  Transactions
with group companies denominated in US Dollars, which are exposed to foreign
currency translation risks, are not significant to the Group.  The
Group has bank accounts in both US Dollars and Chinese Yuan Renminbi to mitigate
against exchange risks.
 
 (ii)
                Cash flow and fair
      value interest rate risks
 
 The
Group’s primary interest rate risk relates to interest bearing
debts.  Investments in financial assets are mainly short term in
nature and are not held for speculative purposes but are placed in fixed
deposits.
 
 The Group
manages its interest rate exposure by maintaining a prudent mix of fixed and
floating rate borrowing to allow it to recognised on cheaper funding in a low
interest rate environment and achieve a certain level of protection against
interest rate increases.
 
 2.10
                Use
      of Estimates
 The
preparation of financial statements in conformity with IFRS requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of expenses during the
reporting periods.  Actual results could differ from those estimates
and the differences may be material to the financial statements.
 
 The
estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.
 
 (a)
                Revenue
      recognition
 The Group
uses the percentage-of-completion method in accounting for its fixed-price
contracts to deliver professional services.  Use of the
percentage-of-completion method requires the Group to estimate the services
performed to date as a proportion of the total services to be
performed.
 
 2.11
                Presentation
      currency
 Being the
Group’s functional currency, the financial information has been presented in US
Dollars (“$”) except where disclosed otherwise.
 
 
 94
 3.
                REVENUE
 
 Revenue
is recognised by reference to the stage of completion of the contract activity
at the balance sheet date, measurement is based on the proportion of work
performed to date relative to the estimated total contract value, except where
this would not be representative of the stage of completion.
 
 
 4.
                LOSS
      FROM OPERATIONS
 
 Loss from
operation has been arrived at after charging:
 
 Period
      ended 30 September 2007$Rent
                    
                    
                    260Depreciation
                    
                    
                    1,802Realised
      foreign exchange loss
                    
                    
                    260Audit
      fees
                    
                    
                    8,850
 
 
 5.
                DIRECTORS’
      EMOLUMENTS
 
 Period
      ended 30 September 2007$Directors’
      fees
                    
                    
                    600
 
 
 6.
                STAFF
      COSTS
 
 Period
      ended 30 September 2007$Salaries
      and wages
                    
                    
                    4,313Social
      insurance
                    
                    
                    8985,211
 
 The
average number of employees during the period was 7.
 
 
 7.
                TAXATION
 
 Period
      ended 30 September 2007$Factors
      affecting tax charge for the period:Loss
      on ordinary activities before tax
                    
                    
                    (75,763
                    )Loss
      on ordinary activities before taxation multiplied by standard rate of UK
      corporation tax of 30%
                    
                    
                    (22,729
                    )Loss
      carried forward
                    
                    
                    22,279Current
      tax charge
                    
                    
                    -
 
 The Group
has tax losses arising that are available against future taxable
profits.  The directors are of the opinion that the probability of the
Group trading profitably in the next 12 months is uncertain.  As a
result of the existing uncertainties of their realisation, a deferred tax asset
has not been recognised.
   95
 
 8.
                PROPERTY,
      PLANT AND EQUIPMENT
 
 Office
      equipment
                        
                        
                        Motor
      vehicles
                        
                        
                        Total$
                        
                        
                        $
                        
                        
                        $CostAs
      at incorporation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Acquisitions
      through business combination
                        
                        
                        3,564
                        
                        
                        
                        35,070
                        
                        
                        
                        38,634Additions
                        
                        
                        1,602
                        
                        
                        
                        -
                        
                        
                        
                        1,602Translation
      differences
                        
                        
                        67
                        
                        
                        
                        512
                        
                        
                        
                        579As
      at 30 September 2007
                        
                        
                        5,233
                        
                        
                        
                        35,582
                        
                        
                        
                        40,815Accumulated
      depreciationAs
      at incorporation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Depreciation
                        
                        
                        (149
                        )
                        
                        
                        (1,653
                        )
                        
                        
                        (1,802
                        )Translation
      differences
                        
                        
                        (14
                        )
                        
                        
                        (46
                        )
                        
                        
                        (60
                        )As
      at 30 September 2007
                        
                        
                        (163
                        )
                        
                        
                        (1,699
                        )
                        
                        
                        (1,862
                        )Net
      book valueAs
      at 30 September 2007
                        
                        
                        5,070
                        
                        
                        
                        33,883
                        
                        
                        
                        38,953As
      at date of incorporation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
 
 
 9.
                TRADE
      AND OTHER RECEIVABLES
 
 30
      September 2007$Trade
      receivables
                    
                    
                    69,000Other
      debtors
                    
                    
                    8Amount
      due from directors (Note 19)
                    
                    
                    3,01172,019
 
 The
average credit period on sales of goods is 211 days.  No interest is
charged on the trade receivables.
 
 Before
accepting any new customer, the Group assesses the potential customer’s credit
quality via credit checks and defines credit limits by customer.  Of
the trade receivables balance at the end of the period, US$62,790 is due from
Changda International Co Ltd, the Group’s largest customer.  There are
no other customers who represent more than 10% of the total balance of trade
receivables.
 
 Ageing of past due but not
impaired
 
 30
      September 2007$60
      – 90 days
                    
                    
                    6,01290
      – 120 days
                    
                    
                    -More
      than 120 days
                    
                    
                    25,00031,012
   96
 
 The
carrying amounts of the group’s trade and other receivables are denominated in
the following currencies:
 
 30
      September 2007$US
      dollar
                    
                    
                    42,037Chinese
      Yuan Renminbi
                    
                    
                    9,505Sterling
                    
                    
                    20,47772,019
 
 The trade
and other receivables do not contain impaired assets as they are still
considered recoverable by reference to no default experience so
far.  In determining the recoverability of trade receivable, the Group
considers any change in the credit quality of the trade receivable from the date
credit was initially granted up to the reporting date.
 
 The
maximum exposure to credit risk at the reporting date is the fair value of each
class of receivable mentioned above.  The Group does not hold any
collateral as security.
 
 
 10.
                CASH
      AND CASH EQUIVALENTS
 
 Cash and
cash equivalents include the following for the purposes of the cash flow
statement:
 
 30
      September 2007$Cash
      in banks
                    
                    
                    261,256Cash
      in escrow
                    
                    
                    45,145Cash
      on hand
                    
                    
                    936307,337
 
 
 11.
                TRADE
      AND OTHER PAYABLES
 
 30
      September 2007$Trade
      creditors
                    
                    
                    24,456Other
      creditors
                    
                    
                    7,877Amount
      due to directors
                    
                    
                    15,83248,165
 
 No
interest is charged on the trade payables.  The Group has financial
risk management policies in place to ensure that all payables are paid within
the credit timeframe.
 
 
 12.
                ACCRUED
      EXPENSES
 
 30
      September 2007$Accruals
                    
                    
                    8,8508,850
 
   97
 
 13.
                SHARE
      CAPITAL
 
 30
      September 2007$Authorised350,000,000
      ordinary shares of $0.0001 each
                    
                    
                    35,000
 
 
 30
      September 2007Share
      capital
                    
                    
                    
                    
                    
                    Share
      premium$
                    
                    
                    
                    $Alloted,
      called up and fully paid62,400,000
      ordinary shares of $0.0001 each
                    
                    
                    6,240
                    
                    
                    
                    
                    
                    
                    
                    428,582
 
 
 The
Company has one class of shares.  Each share entitles the holder to
one (1) vote at general meetings of the Company.  The authorised
number of shares is 350,000,000 with a par value of $0.0001 per
share.
 
 On
September 30, 2007, the share capital of the Company was $6,420 and the total
number of shares was 64,200,000.
 
 Authorisations
 
 Note
                  
                  Issue
      value per share
                  
                  
                  Shares
                  
                  
                  
                  
                  
                  Share
      capital
                  
                  
                  
                  
                  
                  Share
      premium$
                  
                  
                  
                  
                  
                  
                  $
                  
                  
                  
                  $Share
      issue
                  (i)
                  
                  
                  0.000100
                  
                  
                  
                  6,000,000
                  
                  
                  
                  
                  
                  
                  
                  600
                  
                  
                  
                  
                  
                  
                  
                  -Share
      issue
                  (ii)
                  
                  
                  0.000100
                  
                  
                  
                  4,500,000
                  
                  
                  
                  
                  
                  
                  
                  450
                  
                  
                  
                  
                  
                  
                  
                  -Share
      issue
                  (iii)
                  
                  
                  0.007341
                  
                  
                  
                  4,000,000
                  
                  
                  
                  
                  
                  
                  
                  400
                  
                  
                  
                  
                  
                  
                  
                  28,966Share
      issue
                  (iv)
                  
                  
                  0.025000
                  
                  
                  
                  3,400,000
                  
                  
                  
                  
                  
                  
                  
                  340
                  
                  
                  
                  
                  
                  
                  
                  84,660Share
      issue
                  (v)
                  
                  
                  0.006902
                  
                  
                  
                  46,300,000
                  
                  
                  
                  
                  
                  
                  
                  4,630
                  
                  
                  
                  
                  
                  
                  
                  314,95664,200,000
                  
                  
                  
                  
                  
                  
                  
                  6,420
                  
                  
                  
                  
                  
                  
                  
                  428,582
 
 (i)
                On
      June 22, 2007, the Board of Directors authorised the issuance of 6,000,000
      shares as founder shares distributed to entities designated by its
      founding directors for cash.
 
 (ii)
                On
      July 9, 2007, the Board of Directors authorised the issuance of 4,500,000
      more shares to other individual founders of the corporation for
      cash.
 
 (iii)
                On
      July 17, 2007, the Board of Directors approved the issuance of 4,000,000
      shares in exchange for the entire share capital of Qingdao China Partners
      Investment Advisory Limited.
 
 Share
options
 
 (i)
                On
      July 26, 2007, the Board authorised the establishment of the first year
      stock option plan for directors, executive committee members, key
      executives and strategic affiliates of the company.  Under the
      plan, common stock options representing 20% of the outstanding shares will
      be distributed to this group upon the completion of the acquisition of Geo
      Genesis Group, Inc. based in Delaware, United
  States.
 
 (ii)
                On
      July 30, 2007, the Board authorised the issuance of 46,300.000 shares and
      23,150,000 warrants to the existing shareholders of Geo Genesis Group Inc.
      in compliance with the company’s agreement to acquire 100% of all the
      23,150,000 issued and outstanding shares of GGG Inc.  The
      warrants have not been recorded as no determinable basis of valuation is
      available for recognition in the
accounts.
   98
 
 14.
                LOSS
      PER SHARE
 
 The basic
loss per share is calculated by reference to the earnings attributable to
ordinary shareholders, divided by the number of shares in issue as at 30
September 2007, as follows :
 
 30
      September 2007$Loss
      after taxation
                    
                    
                    (75,763
                    )Basic
      and diluted weighted average ordinary shares in issue in
      period
                    
                    
                    24,172,929Basic
      and diluted loss per share based on the issued share capital as at 30
      September 2007
                    
                    
                    (0.0031
                    )
 
 
 15.
                RESERVES
 
 30
      September 2007$Net
      loss for the period
                    
                    
                    (75,763
                    )Foreign
      exchange reserve
                    
                    
                    2,055Balance
      as at 30 September 2007
                    
                    
                    (73,708
                    )
 
 
 16.
                FINANCIAL
      INSTRUMENTS BY CATEGORY
 
 Financial
      assets at fair value through the profit and loss
                                
                                
                                Loans
      and receivables
                                
                                
                                Held-to-maturity
      investments
                                
                                
                                Available-for-sale
      financial assets
                                
                                
                                Total$
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $Assets
      as per balance sheetTrade
      receivables
                                
                                
                                -
                                
                                
                                
                                72,019
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                72,019Cash
      and cash equivalents
                                
                                
                                -
                                
                                
                                
                                307,337
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                307,337Total
                                
                                
                                -
                                
                                
                                
                                379,356
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                379,356Financial
      assets at fair value through the profit and loss
                                
                                
                                Other
      financial liabilities
                                
                                
                                Total$
                                
                                
                                $
                                
                                
                                $Liabilities
      as per balance sheetTrade
      and other payables
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                48,165
                                
                                
                                
                                48,165Accrued
      expenses
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                8,850
                                
                                
                                
                                8,850Total
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                57,015
                                
                                
                                
                                57,015
   99
 
 16.1
                Interest
      rate risk
 
 At the
reporting date the interest rate profile of the Group’s interest-bearing
financial instruments was :
 
 30
      September 2007$Fixed
      rate instrumentsFinancial
      assets
                    
                    
                    72,019Financial
      liabilities
                    
                    
                    (57,015
                    )Carrying
      value
                    
                    
                    15,004Variable
      rate instrumentsFinancial
      assets
                    
                    
                    307,337Financial
      liabilities
                    
                    
                    -Carrying
      value
                    
                    
                    307,337
 
 16.2
                Exposure
      to currency risk
 
 The
Group’s exposure to foreign currency risk was as follows :
 
 US
      Dollars
                    
                    
                    Chinese
      Yuan Renminbi
                    
                    
                    Sterling
                    
                    
                    Total$
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $Trade
      and other receivables
                    
                    
                    42,037
                    
                    
                    
                    9,505
                    
                    
                    
                    20,477
                    
                    
                    
                    72,019Trade
      and other payables
                    
                    
                    (9,045
                    )
                    
                    
                    (47,970
                    )
                    
                    
                    -
                    
                    
                    
                    (57,015
                    )32,992
                    
                    
                    
                    (38,465
                    )
                    
                    
                    20,477
                    
                    
                    
                    15,004
 
 The
following significant exchange rates applied during the period:
 
 USD
                  
                  Average
      rate
                  
                  
                  Reporting
      date mid-spot rateRMB
      1
                  
                  
                  0.13064
                  
                  
                  
                  0.13338GBP
      1
                  
                  
                  1.98721
                  
                  
                  
                  2.04768
 
 Sensitivity
analysis:
 A 10%
strengthening of the US Dollar against the following currencies at 30 September
would have increased/(decreased) equity and profit or loss by the amounts shown
below.  This analysis assumes that all other variables, in particular
interest rates, remain constant.
 
 Effect
      in US Dollars
                  
                  Equity
                  
                  
                  Profit
      and loss$
                  
                  
                  
                  $GBP
                  
                  
                  (2,148
                  )
                  
                  
                  (2,148
                  )
 
 A 10%
weakening of the US Dollar against the above currencies at 30 September would
have had the equal but opposite effect on the above currencies to the amounts
shown above, on the basis that all other variables remain constant.
 
 A
sensitivity analysis is not relevant for Chinese Yuan Renminbi as it is pegged
against the US Dollar.
   100
 
 17.
                SEGMENT
      DATA
 
 Segment
reporting by geographical location follows for the period ended 30 September
2007 :
 
 United
      States
                    
                    
                    China
                    
                    
                    Bermuda
                    
                    
                    Marshall
      Islands
                    
                    
                    Total$
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $Revenue
                    
                    
                    -
                    
                    
                    
                    56,294
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    56,294Operating
      expenses
                    
                    
                    (37,281
                    )
                    
                    
                    (42,012
                    )
                    
                    
                    (45,000
                    )
                    
                    
                    (7,193
                    )
                    
                    
                    (131,486
                    )Depreciation
      and amortisation
                    
                    
                    
                    
                    
                    
                    (1,802
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,802
                    )Other
      income (loss)
                    
                    
                    1,383
                    
                    
                    
                    (152
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,231Net
      income (loss)
                    
                    
                    (35,898
                    )
                    
                    
                    12,328
                    
                    
                    
                    (45,000
                    )
                    
                    
                    (7,193
                    )
                    
                    
                    (75,763
                    )
 
 
 18.
                ACQUISITION
      OF SUBSIDIARIES
 
 The
Company acquired the shares of Geo Genesis Group Inc. and Qingdao China
Investment Advisory Ltd. by exchange of shares issued to the original
shareholders of the acquired companies.
 
 18.1
                Details
      of net assets acquired and goodwill are as follows
  :
 
 $Fair
      value of shares issued
                    
                    
                    348,952Total
      purchase consideration
                    
                    
                    348,952Fair
      value of net assets acquired
                    
                    
                    (348,952
                    )Goodwill
                    
                    
                    -
 
 18.2
                The
      assets and liabilities arising from the acquisition are as follows
      :
 
 Fair
      value
                  
                  
                  
                  
                  
                  Acquirees’
      carrying amount$
                  
                  
                  
                  
                  
                  
                  $Current
      assetsCash
      and cash equivalents
                  
                  
                  300,294
                  
                  
                  
                  
                  
                  
                  
                  300,294Debtors
                  
                  
                  122,898
                  
                  
                  
                  
                  
                  
                  
                  122,898Non
      currentPlant
      and equipment
                  
                  
                  38,634
                  
                  
                  
                  
                  
                  
                  
                  38,634Current
      liabilitiesCreditors
                  
                  
                  (112,874
                  )
                  
                  
                  
                  
                  
                  
                  (112,874
                  )Net
      assets
                  
                  
                  348,952
                  
                  
                  
                  
                  
                  
                  
                  348,952
   
 101
 18.3
                Net
      cash inflow on acquisition of
subsidiaries
 
 $Purchase
      consideration
                      
                      
                      348,952Less
      : Non cash consideration
                      
                      
                      (348,952
                      )Consideration
      paid in cash
                      
                      
                      -Less
      : Cash and cash equivalents acquired
                      
                      
                      (300,394
                      )Net
      cash inflow on consolidation
                      
                      
                      (300,294
                      )
 
 
 19.
                RELATED
      PARTIES TRANSACTIONS
 
 The
significant related party transactions during the financial period were as
follows:
 
 30
      September 2007$Amount
      due from directors
                        
                        
                        3,011
 
 The above
represents an amount due from Jan Pannemann.  The amount is unsecured,
interest free and with no fixed term of repayment.
 
 
 20.
                CONTROL
 
 The
controlling party of the Group is Geo Genesis Group Ltd, a company incorporated
in the Marshall Islands.
 
 
 21.
                SUBSEQUENT
      EVENTS
 
 On 14
January 2008, the Company issued 3,525,692 ordinary shares and 575,000 warrants
pursuant to the closing of the private placement of common shares and for which
each subscriber executed a subscription agreement and paid 65 cents (US$0.65)
per share.
 
 22.
                NATURE
      OF FINANCIAL INFORMATION
 
 The
financial information set out in this report does not constitute Statutory
Accounts for the purpose of the Companies Act 1985.






102














ITEM 18.
            FINANCIAL
      STATEMENTS





Financial
statements are provided under ITEM 17.




ITEM 19.
            EXHIBITS




The
following exhibits are filed as part of this report








EXHIBIT NO
                    DESCRIPTION1.1
                    Articles
      of Incorporation filed April 2, 2007 *1.2
                    By-Laws*2.1
                    Form
      of Common Share Certificate*2.2
                    Form
      of Warrant Certificate – Class A*2.3
                    Form
      of Warrant Certificate – Class B*4.1
                    Qingdao
      China Partners Business License*4.2
                    Employment
      Agreement dated October 7, 2007 between Geo Genesis Ltd.
      and  Phillip Roger Howard Connor III dated October 7,
      2007*4.3
                    Employment
      Agreement dated October 7, 2007 between Geo Genesis Ltd. and Roger
      Bendelac*4.4
                    Employment
      Agreement dated October 7, 2007 between Geo Genesis Ltd.
      and  Anastasio Carayannis*.4.5
                    Appointment
      Letter between Geo Genesis Group, Ltd. and Albert
Grant*4.6
                    Appointment
      Letter dated February 28, 2008 between Geo Genesis Group, Ltd. and Ian
      Davison*4.7
                    Appointment
      Letter between Geo Genesis Group, Ltd. and Marc Koplik*4.8
                    Warrant
      Agreement dated October 28, 2008 between Geo Genesis Group Ltd. and Orange
      Corporate Finance*4.9
                    Engagement
      letter dated October 8, 2007 between Geo Genesis Group Ltd. and Orange
      Corporate Finance*4.10
                    Lock-In
      and Orderly Market Deeds between Geo Genesis Group Ltd., Orange Corporate
      Finance, directors of Geo Genesis Group, Ltd. and Shareholders dated
      February 2008*4.11
                    Subscription
      Agreements dated December 2007 between the Geo Genesis Group Ltd. and
      subscribers*4.12
                    Stock
      Option Plan dated July 26, 2007*4.13
                    Engagement
      Letter dated April 18, 2008 between Geo Genesis Group Ltd. and Orange
      Corporate Finance*4.14
                    Engagement
      Letter dated September 1, 2008 between Geo Genesis Group Ltd. and Orange
      Corporate Finance*4.15
                    Agreement
      with Bank of Communications4.16
                    Letter
      of Intent with Huashiji Science and Technology Development
      Group4.17
                    Letter
      of Understanding and Co-operation with Office for Development of Capital
      Markets4.18
                    Letter
      of Understanding and Co-operation with Libertas Capital Asia Ltd, Hong
      Kong4.19
                    Agreement
      with TianXu Chemicals4.20
                    Letter
      of Intent with Yawee Digital4.21
                    Agreement
      with Mishau Cement4.22
                    Agreement
      with Jinhua Diamond4.23
                    Agreement
      with Hongdapai4.24
                    Engagement
      Letter with Sienna Commerical Quindao Realty Advisors
    Ltd.4.25
                    Agreement
      with Santaida Tyre4.26
                    Strategic
      Cooperation Agreement with Arbel Capital Group Ltd.4.27
                    Agreement
      with World-Wide Business Centres, Inc.4.28
                    Letter
      of Intent with Noblestart Catalysts Co., Ltd.4.29
                    Consulting
      and Advisory Agreement with Changda Iternational Ltd.8.1
                    List
      of
Subsidiaries*





*
Previously filed.




103


The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this registration statement on its behalf.
   GEO
      GENESIS GROUP, LTD.June
      10, 2009
                                By:
                                /s/ Roger
      BendelacRoger
      BendelacChief
      Executive Officer
   GEO
      GENESIS GROUP, LTD.By:
                        /s/ Philip
      Roger Howard Connor IIIPhilip
      Roger Howard Connor IIIChief
      Financial Officer