**UNITED
      STATES**


**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
 
 **FORM
        10-KSB**
 
 Mark
        One:
 þ Annual
        Report under Section 13 or 15(d) of the Securities Exchange Act of
        1934.
 For
        the
        fiscal year ended **December
        31, 2006** ;
        or
 
  ̈ Transition Report under Section 13 or 15(d) of the Securities Exchange Act
        of
        1934
 For
        the
        transition period from __________ to __________.
 
 **Commission
        File No. 1-32158**
  
 **GEOGLOBAL
                  RESOURCES INC.**(Name
                  of small business issuer in its
                  charter)
  **Delaware**
              
              **33-0464753**(State
                  or other jurisdiction of incorporation or organization)
              
              (IRS
                  Employer Identification No.)
  **Suite
                  310, 605 - 1 Street SW, Calgary, Alberta, Canada**
              
              **T2P
                  3S9**(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 **(403)
                  777-9250**(Issuer’s
                  telephone number)
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 Title
                  of each class
              Name
                  of each exchange on which registeredNone
 
 Securities
                  registered under Section 12(g) of the Exchange Act:Common
                  Stock, par value $.001 per share(Title
                  of Each Class)
  Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act  ̈
  Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. þ Yes  ̈ No
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB.  ̈
  Indicate
        by check whether the registrant is a shell company (as defined in Rule 12b-2
        of
        the Exchange Act.  ̈ Yes þ No
  Issuer’s
        revenues for its most recent fiscal year: $-0-
  The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        sold, or the average bid and asked price of such common equity, as of April
        13,
        2007 was $202,227,474 **.** (See
        definition of affiliate in Rule 12b-2 of the Exchange Act).
  The
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of April 13, 2007, was 66,228,256.
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE**
 None
  
 **Table
        of Contents**
 
 Page**Part
                  I**Item
                  1.
              Description
                  of Business
              
              3Item
                  2.
              Description
                  of Property
              
              17Item
                  3.
              Legal
                  Proceedings
              
              17Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              17**Part
                  II**Item
                  5.
              Market
                  for Common Equity & Related Stockholder Matters
              
              18Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              18Item
                  7.
              Financial
                  Statements
              
              35Item
                  8.
              Changes
                  In and Disagreements With Accountants On Accounting and Financial
                  Disclosure
              
              35Item
                  8A
              Controls
                  and Procedures
              
              35Item
                  8B
              Other
                  Information
              
              36**Part
                  III**Item
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act.
              
              36Item
                  10.
              Executive
                  Compensation
              
              38Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              41Item
                  12.
              Certain
                  Relationships and Related Transactions
              
              42Item
                  13.
              Exhibits
              
              43Item
                  14.
              Principal
                  Accountant Fees and Services
              
              45
  2
  **PART
        I**
 
 **Item
        1. Description of Business**
 
 GeoGlobal
        Resources Inc. is engaged, through our subsidiaries and joint ventures in
        which
        we are a participant, in the exploration for and development of oil and natural
        gas reserves. At present, these activities are being undertaken in locations
        where we and our joint venture participants have been granted exploration
        rights
        pursuant to production sharing contracts (“PSCs”) we have entered into with the
        Government of India ("GOI") under its New Exploration Licensing Policy (“NELP”)
        bidding processes. As of April 13, 2007, we have entered into contracts with
        respect to ten of these exploration blocks as follows:
  ·
              The
                  first of our agreements, entered into in February 2003 under NELP-III,
                  grants exploration rights in an area offshore eastern India in
                  the Krishna
                  Godavari Basin in the State of Andhra Pradesh. We refer to this
                  KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a
                  net 5% carried interest (“CI”) under this
                  agreement.
  ·
              We
                  entered into two agreements which grant exploration rights in areas
                  onshore in the Cambay Basin in the State of Gujarat in western
                  India.
                  These agreements were entered into in February 2004 under NELP-IV
                  and we
                  have a 10% participating interest (“PI”) under each of these agreements.
                  We refer to the CB-ONN-2002/2 exploration block as the “Mehsana Block” and
                  the CB-ONN-2002/3 exploration block as the “Sanand/Miroli
                  Block.”
  ·
              Pursuant
                  to an agreement entered into in April 2005, we purchased from Gujarat
                  State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement
                  granting exploration rights granted under NELP-III to an onshore
                  exploration block in the Cambay Basin in the State of Gujarat in
                  western
                  India. We refer to this CB-ON/2 exploration block as the “Tarapur
                  Block”.
  ·
              In
                  September 2005, we entered into agreements with respect to two
                  areas under
                  NELP-V. One area is located onshore in the Cambay Basin located
                  in the
                  State of Gujarat south-east of our three existing Cambay blocks,
                  for which
                  we hold a 10% PI. We refer to this CB-ONN-2003/2 exploration block
                  as the
                  “Ankleshwar Block”. The second area is located onshore in the Deccan
                  Syneclise Basin located in the northern portion of the State of
                  Maharashtra in west-central India for which we hold a 100% PI interest
                  and
                  are the operator. We refer to this DS-ONN-2003/1 exploration block
                  as the
                  “DS 03 Block”.
  ·
              In
                  March 2007, we signed agreements with respect to four additional
                  locations
                  awarded under NELP-VI.
  §
              One
                  area is located onshore in the Krishna Godavari Basin in the State
                  of
                  Andhra Pradesh adjacent to our KG Offshore Block in eastern India
                  in which
                  we hold a 10% PI. We currently refer to this KG-ONN-2004/1 exploration
                  block as the “KG Onshore Block”.
  §
              The
                  second area includes two agreements located onshore in north-west
                  India in
                  the Rajasthan Basin in the State of Rajasthan and we hold a 25%
                  PI in each
                  of the agreements. We currently refer to the RJ-ONN-2004/2 exploration
                  block as the “RJ Block 20” and the RJ-ONN-2004/3 exploration block as the
                  “RJ Block 21”.
  §
              The
                  fourth area is located onshore in the Deccan Syneclise Basin in
                  the State
                  of Maharashtra adjacent to our DS 03 Block in west-central India
                  for which
                  we hold a 100% PI and are the operator. We currently refer to this
                  DS-ONN-2004/1 exploration block as the "DS 04 Block".
  To
        date,
        we have not earned any revenue from these activities and we are considered
        to be
        in the development stage. The recoverability of the costs we have incurred
        to
        date is uncertain and dependent upon us achieving commercial production and
        sale
        of hydrocarbons, our ability to obtain sufficient financing to fulfill our
        obligations under the PSCs in India and upon future profitable operations
        and
        upon finalizing agreements with GSPC.
  All
        of
        the exploration activities in which we are a participant should be considered
        highly speculative.
  All
        dollar amounts stated in this annual report are stated in United States
        dollars.
  3
  Unless
        the context should otherwise require, references to “we,” “us” and “our” in this
        annual report refer to GeoGlobal Resources Inc. and our wholly-owned
        consolidated subsidiaries. When we refer to GeoGlobal Barbados, we are referring
        to GeoGlobal Resources (Barbados) Inc., our wholly-owned subsidiary incorporated
        under the *Companies
        Act of Barbados* that is
        the contracting party under our four PSCs covering four blocks in the Cambay
        Basin, our two PSCs covering two blocks in the Deccan Syneclise Basin, our
        two
        PSCs covering two blocks in the Rajasthan Basin and one PSC covering the
        KG
        Onshore Block in the Krishna Godavari Basin. When we refer to GeoGlobal India,
        we are referring to GeoGlobal Resources (India) Inc., our wholly-owned
        subsidiary continued under the *Companies
        Act of Barbados* that is
        the contracting party under our PSC covering one KG Offshore Block in the
        Krishna Godavari Basin.
  The
        map
        of India below shows the relative locations of the exploration blocks that
        are
        the subject of our ten PSCs with the GOI including the four PSCs covering
        the
        recently awarded blocks under NELP-VI.
   Map
        of
        India
  
 [this
        map
        denotes our locations in general and does not indicate specific size of blocks
        or basins]
 
 **Our
        Oil and Gas Activities**
 
 Our
        oil
        and gas activities are currently conducted in four geographic areas in geologic
        basins offshore and onshore India where reserves of oil or natural gas are
        believed by our management to exist. These areas include:
 
 ·
              The
                  Krishna Godavari Basin offshore in the State of Andhra Pradesh
                  in eastern
                  India;
 ·
              The
                  Cambay Basin onshore in the State of Gujarat in western
                  India;
 ·
              The
                  Deccan Syneclise Basin onshore in the northern portion of the State
                  of
                  Maharashtra in west central India;
                  and
 ·
              The
                  Rajasthan Basin onshore in the State of Rajasthan in north western
                  India.
  4
  ***Our
        Krishna Godavari Basin Agreements***
 *KG
        Offshore Block*
 We,
        along
        with our joint venture partners GSPC and Jubilant Oil & Gas Pvt. Ltd.
        ("Jubilant") are parties to a PSC dated February 4, 2003 which grants to
        the
        three parties the right to conduct exploratory drilling activities in the
        shallower waters of the Krishna Godavari Basin. The PSC covers an area of
        approximately 1,850 square kilometers ("sq kms") (457,145 acres) and was
        awarded
        under NELP-III. We have a net 5% CI in this exploration block. The exploration
        phase for this PSC extends for a term of up to 6.5 years commencing on March
        12,
        2003. The first two phases cover a period of 2.5 years each, and the last
        phase
        covers a period of 1.5 years. During the first exploration phase, the parties
        are to acquire, process and interpret 1,250 sq km of 3-D seismic data, reprocess
        2,298.4 line kilometers ("LKMs") of 2-D seismic data and conduct a bathymetric
        survey, all of which has been completed. In addition, we are to drill a total
        of
        fourteen exploratory wells between 900 to 4,118 meters. During the second
        and
        third phases, if the parties elect to proceed with them, in addition to
        bathymetric surveys in connection with each phase, the parties are to drill
        four
        exploratory wells between 1,100 to 2,850 meters and two exploratory wells
        to
        1,550 and 1,950 meters, respectively.
  *KG
        Onshore Block*
 We,
        along
        with out joint venture partner Oil India Limited ("OIL") are parties to a
        PSC
        dated March 2, 2007. The PSC covers an area of approximately 548 sq km (135,414
        acres) onshore in the Krishna Godavari Basin, is located directly adjacent
        to
        and south-west of our KG Offshore Block and was awarded under NELP-VI. We
        hold a
        10% PI in this exploration block, while OIL, as operator, holds the remaining
        90% PI. On September 14, 2006, prior to submission of our NELP-VI bid, we
        entered into an agreement with OIL to increase our PI up to 25% in this
        exploration block, subject to the availability of sufficient net worth and
        GOI
        consent.
  The
        exploration phase for this PSC extends for a term of up to 7 years and will
        commence upon the date the Production Exploration Licence ("PEL") is issued.
        The
        Phase I work commitment which covers a period of 4 years, consists of
        reprocessing 564 LKM of 2-D seismic, conducting a gravity and magnetic and
        geochemical survey, as well as a seismic acquisition program consisting of
        548
        sq km of 3-D seismic. This Phase I commitment further consists of the drilling
        of 12 exploration wells to various depths between 2,000 and 5,000 meters.
        The
        Phase II work commitment which covers a period of 3 years is to drill one
        exploration well to a depth of 4,600 meters.
  ***Our
        Krishna Godavari Basin Exploration Activities***
 *The
        KG Offshore Block*
 As
        of
        April 13, 2007, GSPC as operator has completed the acquisition, processing
        and
        interpretation of a 1,298 sq km marine 3-D seismic program as well as completed
        an additional marine 3-D seismic program of approximately 300 sq km. This
        data
        has been processed and interpreted.
  GSPC
        currently has contracted with Saipem SPA, part of ENI, Italy, for the Saipem
        Perro Negro 3 jack-up drilling rig to drill 10 exploratory wells, with an
        option
        of extending the contract for 2 additional exploratory wells. As of April
        13,
        2007, the Saipem Perro Negro 3 drilling rig has drilled five exploratory
        wells
        and is currently drilling an additional exploration well that has been
        classified by the management committee as an appraisal well for the purposes
        of
        the PSC. Two of the five exploratory wells, the KG#1 drilled in 2004 and
        the
        KG#11 drilled in 2005 have both been abandoned.
  GSPC
        has
        also entered into a 25 month contract with Atwood Oceanics Inc., a Houston
        based
        International Offshore Drilling Contractor, for the Atwood Beacon jack-up
        drilling rig to drill additional exploration wells on the KG Offshore Block.
        The
        Atwood Beacon drilling rig is currently drilling one exploratory
        well.
  The
        KG#8
        exploratory well was drilled to a depth of 5,061 meters and 10 meters of
        perforations across the interval from 4,747.5 to 4,777 meters were tested
        which
        resulted in a stabilized flow rate in excess of 10 million standard cubic
        feet
        per day ("MMSCFD") of gas at a wellhead flowing pressure of 4,500
        psi.
  The
        KG#17
        exploratory well was drilled from the KG#8 platform directionally to a location
        1.81 kilometers to the northeast of the KG#8 wellhead location to a depth
        of
        5,601 meters (5,223 meters total vertical depth ("TVD")). Twenty meters of
        perforations across the interval from 3,801 to 3,830 meters was tested which
        resulted in a stabilized flow rate of 4.8 MMSCFD of gas plus 900 barrels
        per day
        ("BBLD") of condensate at a wellhead flowing pressure of 1,900 psi through
        a
        24/64 inch choke.
  5
  The
        KG#15
        exploratory well was drilled also from the KG#8 platform directionally to
        a
        location 750 meters south southeast of the KG#8 wellhead location to a depth
        of
        5,745 meters (5,669 meters TVD). Thirty three meters of perforations across
        the
        interval from 4,651 to 4,705 meters were tested which resulted in a stabilized
        flow rate of in excess of 14 MMSCFD of gas plus 300 BBLD of condensate at
        a
        wellhead flowing pressure of 4,200 psi through a 28/64 inch choke. An additional
        33 meters of perforations across the interval from 4,464 to 4,587 meters
        were
        tested which resulted in a stabilized flow rate of 8.5 MMSCFD of gas plus
        55
        BBLD of condensate at a wellhead flowing pressure of 3,893 psi through a
        20/64
        inch choke.
  On
        February 6, 2007, the Saipem Perro Negro 3 rig commenced drilling the KG#28
        well
        from the KG#8 platform. The KG#28 well will be the sixth exploration well
        drilled by the Saipem Perro Negro 3 jack-up drilling rig. The KG#28 well,
        has
        been classified by the management committee as an “appraisal well” for the
        purposes of the PSC and it will be drilled directionally to a total vertical
        depth (“TVD”) of 5,500 meters deviating approximately 1,500 meters east of the
        KG#8 wellhead location.
  On
        January 3, 2007, the Atwood Beacon rig commenced drilling the KG#16 well.
        This
        is the first exploratory well to be drilled using the Atwood Beacon rig.
        The
        KG#16 well is situated approximately 5 kilometres east of the location where
        the
        Saipem Perro Negro 3 jack-up drilling rig is located. The KG#16 well is being
        drilled vertically to an intended depth of 5,500 meters TVD in shallow waters
        of
        approximately 109 meters to further delineate the extent of the KG
        structure.
  GSPC
        has
        further entered into a contract with Essar Oilfield Services Limited (“EOSL”), a
        subsidiary of Essar Shipping & Logistics Ltd. of Cyprus, for a
        semi-submersible drilling rig named “Essar Wildcat”. The Essar Wildcat is a self
        propelled drilling rig suitable for deployment in water depths of 400 meters
        and
        has a drilling depth capacity of 7,600 meters. GSPC intends to commence drilling
        additional wells in the deeper water in the KG Offshore Block by the third
        quarter of 2007. The initial term of the EOSL contract is for two years from
        the
        date of spud of the first well, with the option of two extensions, each for
        one
        year.
  The
        operating committee under the exploration contract relating to the KG Offshore
        Block has estimated that the total gross budget for the KG Offshore Block
        for
        the period April 2007 to March 2008 is $503.6 million. We have a 5% net CI
        in
        the wells drilled on the KG Offshore Block. See “ *Other
        Material Oil and Gas Agreements* ”
below
        for a description of the Carried Interest Agreement.
 
 *The
        KG Onshore Block*
 OIL,
        as
        operator for this KG Onshore Block is in the process of applying for the
        PEL,
        which when issued will allow OIL to commence the Phase I work program
        commitments.
  We
        will
        be required to fund our 10% proportionate share of the costs incurred in
        these
        activities estimated to be approximately US$8.5 million over the four years
        of
        the first phase of the work commitment with respect to a 10% participating
        interest in the block and, should we be successful in increasing our interest
        to
        25%, we will be required to fund approximately US$21.3 million with respect
        to a
        25% participating interest in the block..
 
 *Matters
        Relating to Our KG Offshore Block PSC*
 The
        first
        phase of the exploration period relating to the PSC for the KG Offshore Block
        has expired without the required minimum of at least fourteen exploration
        wells
        being drilled during the first phase. GSPC, as operator and on behalf of
        the
        contracting parties, is engaged in seeking from the GOI its consent to an
        extension of the expiration date of the first phase of the exploration period
        and is also seeking to proceed to the second phase of the exploration period
        without relinquishing any of the contract area at the end of the first phase.
        In
        connection with the process of seeking these consents, on February 24, 2006,
        the
        management committee for the KG Offshore Block, which includes members
        representing the GOI, recommended a further extension of the first phase
        of
        twelve months to March 11, 2007. On February 9 2007, GSPC proposed to the
        Directorate General of Hydrocarbons, a body under the Ministry of Petroleum
        & Natural Gas (“DGH”) and to the GOI that the contracting parties proceed to
        the next exploration phase (Phase II) upon completion of Phase I which was
        expiring on March 11, 2007. It was also requested, on behalf of the contracting
        parties, to not relinquish any of the contract area at the end of Phase I.
        On
        March 12, 2007 DGH noted the option of GSPC, on behalf of the contracting
        parties, to enter Phase Two and advised that entry into Phase Two, effective
        March 12, 2007, is subject to the following conditions: (1) Any decision
        by the
        GOI on the substitution of the Work Program of Phase I will be binding on
        the
        contracting parties; and (2) Any decision by the GOI on relinquishment of
        the
        25% of original contract Area (ie. 462 sq. kms.) under the PSC would be binding
        on the contracting parties. The extension of Phase I for the 18 months to
        March
        11, 2007 would be deducted from Phase II. As such the Phase II would have
        a term
        of one year and expire March 11, 2008. As at April 13 2007, five exploratory
        wells have been drilled and one exploratory well, the KG#16 well, is currently
        being drilled on the exploration block leaving eight exploration wells to
        be
        drilled. A seventh well, the KG#28 is also being drilled on the exploration
        block and has been classified by the management committee as an “appraisal well”
for the purposes of the PSC. Approval of the extension and the entering into
        the
        second phase of exploration under the PSC without relinquishment of any portion
        of the contract area from the GOI is currently outstanding. Unless this approval
        is granted, we may be liable for the consequences of non-fulfillment of the
        minimum work commitment in a given time frame under the PSC. The PSC has
        provisions for termination of the PSC on account of various reasons specified
        therein including material breach of the contract. Termination rights can
        be
        exercised after giving ninety days written notice. This failure to timely
        complete the minimum work commitment, though we have been advised by GSPC
        there
        is no precedence, ** may
        be
        deemed by the GOI to be a failure to comply with the provisions of the contract
        in a material particular.
  6
  The
        termination of the PSC ** by
        the
        GOI would result in our loss of our interest in the KG Offshore Block other
        than
        areas determined to encompass "commercial discoveries". The PSC sets forth
        procedures whereby the operator can obtain the review of the management
        committee under the PSC as to whether a discovery on the exploration block
        should be declared a commercial discovery under the PSC. Those procedures
        have
        not been completed at present with respect to the discovery on the KG Offshore
        Block and, accordingly, as of April 13, 2007, no areas on the KG Offshore
        Block
        have been determined formally to encompass "commercial discoveries *"* as
        that
        term is defined under the PSC.
  In
        the
        event the PSC for the KG Offshore Block is terminated by the GOI, or in the
        event the work program is not fulfilled by the end of the relevant exploration
        phase, the PSC provides that each party to the PSC is to pay to the GOI its
        participating interest share of an amount which is equal to the amount that
        would be required to complete the minimum work program for that phase. We
        are of
        the view that GSPC, under the terms of our CIA, would be liable for our
        participating interest share of the amount required to complete the minimum
        work
        program for the phase.
  Our
        net
        5% CI in the KG Offshore Block reflects our agreement to prospectively assign
        half of the original 10% interest under the PSC to Roy Group Mauritius ("RGM")
        a
        Mauritius corporation wholly owned by Mr. Jean Paul Roy, our President, CEO,
        Director and principal stockholder, pursuant to a Participating Interest
        Agreement ("PIA") we entered into on March 27, 2003, which assignment is
        subject
        to GOI consent. Absent such consent, the assignment will not occur and we
        are to
        provide RGM with an economic benefit equivalent to the interest to be assigned.
        At April 13, 2007, we have not obtained the consent of the GOI to this
        assignment.
 
 ***Our
        Cambay Basin Agreements***
 *Mehsana
        Block*
 On
        February 6, 2004, we, along with our joint venture partners GSPC and Jubilant,
        signed a PSC with respect to this onshore Mehsana Block. This PSC covers
        an area
        of approximately 125 sq kms (30,888 acres) and was awarded under NELP-IV.
        We
        hold a 10% PI, GSPC holds a 60% PI, and Jubilant, who is the operator, holds
        the
        remaining 30% PI. The PSC provides that the exploration activities are to
        be
        conducted in three phases commencing May 21, 2004 with the first phase covering
        a period of 2.5 years, the second phase covering a period of 2.0 years and
        the
        last phase covering a period of 1.5 years, for a maximum total duration of
        6
        years for all three phases.
  During
        the first exploration phase on this exploration block, the parties are to
        acquire 75 sq kms of 3-D seismic data, reprocess 650 LKM of 2-D seismic data
        and
        conduct a geochemical survey, all of which has been completed. In addition,
        we
        are to drill seven exploratory wells between 1,000 to 2,200 meters. As at
        April
        13, 2007, two of the seven exploration wells have been drilled; the CB-2
        and
        CB-3 to 2,500 and 2,350 meters respectively, both of which were
        abandoned.
  7
  The
        first
        exploration phase relating to the PSC for the Mehsana Block expired without
        the
        required minimum of seven exploration wells having been drilled. In October,
        2006 the management committee under the PSC for the Mehsana Block approved
        a
        proposal to seek from the GOI an extension of the first exploration phase
        for a
        six month period from November 21, 2006 to May 20, 2007 and on April 6, 2007
        the
        members of the operating committee under the Mehsana Block operating agreement
        resolved to submit an application to the GOI for extension for an additional
        six
        months to November 20, 2007 to complete the minimum work program under Phase
        I.
        In seeking that extension, the joint venture partners agreed to provide a
        100%
        Bank Guarantee and a 10% cash payment to be agreed upon based on pre-estimated
        liquidated damages for the unfinished minimum work program as reasonably
        determined by DGH, which has not yet been determined. As well, the contractor
        would be required to relinquish 25% of the block pursuant to the provisions
        of
        the PSC. The period of extension will be set off against the term of the
        Second
        Phase which would reduce Phase II to one year expiring November 20, 2008.
        Final
        consent to this extension is awaiting GOI approval.
  During
        the second and third phases, if the parties elect to proceed, the parties
        are to
        drill two exploratory wells to 2,000 meters in each phase.
  *Sanand/Miroli
        Block*
 Also
        on
        February 6, 2004, we, along with our joint venture partners GSPC, Jubilant
        and
        Prize Petroleum Company Limited ("Prize") signed a PSC with respect to this
        onshore Sanand/Miroli Block. This PSC covers an area of approximately 285
        sq kms
        (70,425 acres) and was awarded under NELP-IV. We hold a 10% PI, GSPC, who
        is the
        operator holds a 55% PI, Jubilant holds a 20% PI with the remaining 15% held
        by
        Prize. The PSC provides that the exploration activities are to be conducted
        in
        three phases commencing July 29, 2004 with the first phase covering a period
        of
        2.5 years, the second phase covering a period of 2.0 years and the last phase
        covering a period of 1.5 years, for a maximum total duration of 6 years for
        all
        three phases.
  During
        the first exploration phase on the Sanand/Miroli Block, the parties are to
        acquire 200 sq kms of 3-D seismic data, reprocess 1,000 LKM’s of 2-D seismic
        data, and conduct a geochemical survey all of which has been completed. In
        addition, we are to drill twelve exploratory wells between 1,500 to 3,000
        meters. As at April 13, 2007, two of the twelve wells have been drilled or
        are
        in the process of being drilled to depths in excess of 2,500 meters.
  The
        first
        exploration phase relating to the PSC for the Sanand/Miroli Block expired
        without the required minimum of twelve wells having been drilled. On January
        29,
        2007 the management committee under the PSC for the Sanand/Miroli Block approved
        a proposal to seek from the GOI an extension of the first exploration phase
        for
        a six month period from January 28, 2007 to July 28, 2007. Final consent
        to this
        extension is awaiting GOI approval.
  During
        the second and third phases, if the parties elect to proceed with them, the
        parties are to drill three and two exploratory wells to 2,000 meters,
        respectively.
  *Tarapur
        Block*
 Pursuant
        to an agreement entered into with GSPC in April, 2005, we purchased a 20%
        PI in
        the onshore Tarapur Block in the Cambay Basin near our Mehsana and Sanand/Miroli
        Blocks which was awarded to GSPC under a Pre NELP round. The Tarapur Block
        is in
        Phase III under the PSC and currently covers an area of approximately 1,211
        sq
        kms (299,245 acres). GSPC as operator, owns the remaining 80% PI. The assignment
        of the 20% interest was subject to obtaining the consent of the GOI which
        was
        received effective August 24, 2006. Agreements reflecting the completion
        of the
        assignment are in the process of being prepared for signature as of April
        13,
        2007. As a condition to receiving the GOI consent, the Company provided to
        the
        GOI an irrevocable letter of credit in the amount of US$1,200,000 secured
        by a
        term deposit of the Company in the same amount. This amount represents the
        Company’s performance guarantee for its 20% participating interest share (Rs.
        5.3 crore) of the estimated exploration costs budgeted for the period April
        1,
        2006 through March 31, 2007.
  Oil
        and
        Natural Gas Corporation Limited of India has the right to participate into
        the
        development of any commercial discovery on the Tarapur Block by acquiring
        a 30%
        participating interest as provided under the PSC. The exercise of this right
        would result in the reduction of our PI to 14%.
  8
  Phase
        two
        under the PSC for this exploration block expired on November 22, 2005 and
        GSPC
        entered into the third and final phase after relinquishing, as required under
        the terms of the PSC, 25% (approximately 405 sq kms) of the exploration block
        back to the Government of India. Phase three has a term of 2 years ending
        November 22, 2007 and the work commitment is to drill one well to a depth
        of
        3,000 meters or to the Deccan trap.
  *Ankleshwar
        Block*
 On
        September 23, 2005, we, along with our joint venture participants GSPC, Jubilant
        and GAIL (India) Ltd. ("GAIL") signed a PSC with respect to this onshore
        Ankleshwar Block. This PSC covers an area of approximately 448 sq km (110,703
        acres) and was awarded under NELP-V. We hold a 10% PI, GSPC is the operator
        and
        holds a 50% PI, Jubilant holds 20% PI and the remaining 20% PI is held by
        GAIL.
        The PSC provides that the exploration activities are to be conducted in three
        phases commencing April 1, 2006 with the first phase covering a period of
        3.0
        years, the second phase covering a period of 3.0 years and the last phase
        covering a period of 1.0 years, for a maximum total duration of 7 years for
        all
        three phases.
  The
        work
        commitment under the first phase is to acquire, process and interpret 448
        sq kms
        of 3-D seismic and reprocess 650 LKMs of 2-D seismic, a substantial portion
        of
        which as at April 13, 2007 is near completion. In addition, we are to drill
        14
        exploratory wells between 1,500 to 2,500 meters. If the parties elect to
        proceed, in the second phase we are to drill 4 exploratory wells, and in
        the
        third phase we are to drill 6 exploratory wells, all between 2,500 to 3,000
        meters.
 
 ***Our
        Cambay Basin Exploration Activities***
 *Mehsana
        Block*
 With
        respect to the Mehsana Block, Jubilant as operator, has completed a 235 sq
        km
        onshore 3-D seismic acquisition program. This data has been processed and
        interpreted. Drilling operations commenced on this block in December 2006.
        As at
        April 13, 2007, two of seven exploration wells have been drilled on this
        block,
        the first being CB-2 well to a TVD of 2,500 meters and the second, CB-3 well
        to
        a TVD of 2,350 meters. Both these wells did not proceed into a testing program
        and were subsequently abandoned. Results of these wells are currently being
        evaluated before proceeding to the next drilling location.
  Estimated
        total capital expenditures we will be required to contribute to the exploration
        activities on this block during the period April 1, 2007 to March 31, 2008
        based
        on our 10% PI will be approximately $2.3 million.
  *Sanand/Miroli
        Block*
 With
        respect to the Sanand/Miroli Block, GSPC as operator completed a 463 sq km
        onshore 3-D seismic acquisition program. This data has been processed and
        interpreted. Drilling operations using the DALMA MR#4 rig commenced on this
        block on November 15, 2006 with the drilling of the first of twelve exploration
        wells. The M1 well was drilled to a TVD of 2,300 meters and was temporarily
        suspended. The well has subsequently been re-entered and drilled to a TVD
        of
        2,463 meters. As of April 13, 2007, the well is being logged and will undergo
        testing. The same rig spud a second well, the M4 well, on February 24, 2007
        which was drilled to a TVD of 2,226 meters. This well was logged, cased and
        is
        currently being tested. A third well, the M2 well, commenced drilling using
        the
        DRIPL 1500 HP rig on March 26, 2007 and as of April 13, 2007, the well, had
        not
        reached its anticipated TVD of approximately 3,300 meters.
  Estimated
        total capital expenditures we will be required to contribute to the exploration
        activities on this block during the period April 1, 2007 to March 31, 2008
        based
        on our 10% PI will be approximately $2.6 million.
  *Tarapur
        Block*
 With
        respect to the Tarapur Block, through April 13, 2007, GSPC has drilled eight
        wells on this block, of which, three wells have been abandoned.
  The
        Tarapur #G well was drilled in January 2006 to a total depth of 1,650 meters
        on
        the eastern portion of the Tarapur Block. A gas/condensate reservoir was
        discovered in the Kalol formation with an estimated reservoir pressure and
        temperature of 3,300 psi and 225 degrees Fahrenheit. During testing, the
        well
        produced 2.5 MMSCFD of gas and 106 BBLD of condensate at an approximate well
        head flowing pressure of 1,500 psi. As of April 13, 2007, this well has been
        suspended.
  9
  The
        Tarapur #5 well was drilled to a total depth of 1,612 meters in October 2006.
        The well was logged and cased for testing. During testing, the well produced
        118
        mcf of gas and 264 BBLD of oil. As of April 13, 2007, a determination is
        being
        made whether to seek to stimulate this well before final completion and put
        on
        production at such time as a development plan has been prepared and approved
        by
        DGH.
  The
        Tarapur #7 well was drilled to a total depth of 1,642 meters in November
        2006.
        The well was logged and cased for testing. During testing, two zones were
        tested
        without conclusive results and one zone flowed water to surface. As of April
        13,
        2007, this well has been suspended.
  Two
        wells, the  Tarapur
        #P well and the Tarapur #1 well were drilled to an approximate depth of 2,250
        meters to the top of the Deccan trap and encountered oil in both the Kalol
        and
        Olpad formations. Both of these formations were tight and tested non-commercial
        flows of oil. Various stimulation techniques were assessed and a Hydro
        Fracturing job was performed on the Kalol formation in the Tarapur #P well
        resulting in a test flow of 150 BBLS/day of oil at 300 psi WHFP. A geological
        model is being prepared to establish production potential of both the Kalol
        and
        Olpad formations in these wells and evaluate further drilling opportunities
        in
        this block.
  The
        remaining three wells that were drilled on the western portion of the Mitrampura
        Anticline, the Tarapur D, E and F were all abandoned.
  It
        is the
        intention of GSPC to drill one additional well to delineate the extent of
        the
        Tarapur #G discovery before submission for a two-well appraisal program to
        the
        GOI under the terms of the PSC.
  Under
        the
        terms of our agreement with GSPC, we are to fund our 20% participating interest
        share of all past exploration costs incurred on the Tarapur exploration block.
        As at December 31, 2006, the amount of US$3,972,765 has been included in
        Oil and
        Gas Interests, not subject to depletion on our Balance Sheet for our PI share
        of
        costs incurred in the previous drilling of eight exploration wells and a
        recently completed 500 sq km 3-D seismic acquisition program. Estimated total
        capital expenditures we will be required to contribute to exploration activities
        on this block over the period ending November 22, 2007 based on our 20% PI
        will
        be approximately $2.7 million.
  *Ankleshwar
        Block*
 With
        respect to the Ankleshwar Block, as at April 13, 2007, GSPC as operator has
        completed a 448 sq km 3-D seismic acquisition program. Processing and
        interpretation of this 3-D seismic data along with the reprocessing of 2-D
        seismic data is currently ongoing.
  Estimated
        total capital expenditures we will be required to contribute to the exploration
        activities on this block during the period April 1, 2007 and March 31, 2008,
        which we anticipate will include the drilling of 8 of the 14 exploratory
        wells,
        based on our 10% PI will be approximately $2.7 million.
 
 ***Our
        Deccan Syneclise Basin Agreements***
 *DS
        03 Block*
 On
        September 23, 2005, we signed a PSC with respect to this onshore DS 03 Block.
        The PSC covers an area of approximately 3,155 sq kms (779,618 acres) and
        was
        awarded under NELP-V. We hold a 100% PI in this block and are the operator.
        The
        PSC provides that the exploration activities are to be conducted in three
        phases
        commencing September 4, 2006 with the first phase covering a period of 3.0
        years, the second phase covering a period of 2.0 years and the last phase
        covering a period of 2.0 years, for a maximum total duration of 7 years for
        all
        three phases.
  The
        work
        commitment under the first phase is to complete a gravity magnetic and
        geochemical survey and acquire an aero magnetic survey of 12,000 LKMs. If
        we
        elect to proceed to the second phase, we are to acquire 500 LKMs of 2-D seismic
        and drill 1 exploration well. During the third phase, if we elect to proceed,
        we
        are to acquire 250 sq kms of 3-D seismic and drill 2 exploratory
        wells.
  10
  *DS
        04 Block*
 On
        March
        2, 2007, we signed a PSC with respect to this onshore DS 04 Block. The PSC
        covers an area of approximately 2,649 sq km (654,582 acres) and was awarded
        under NELP-VI. We hold a 100% PI in this block and are the operator. The
        exploration phase for this PSC extends for a term of up to 8 years and will
        commence upon the date the PEL is issued. The Phase I work commitment which
        covers a period of 4 years, consists
        of conducting a gravity and magnetic and geochemical survey, as well as a
        seismic acquisition program consisting of 325 LKM of 2-D seismic. We further
        committed to drill 10 core holes to a depth of approximately 500
        meters. The
        Phase II work commitments which cover a period of 4 years, consists of a
        seismic
        acquisition program consisting of 500 LKM of 2-D seismic and 200 sq kms of
        3-D
        seismic. We further committed to drill 1 exploratory well to a depth of 2,000
        meters.
 
 ***Our
        Deccan Syneclise Basin Exploration Activities***
 *DS
        03 Block*
 With
        regard to this DS 03 Block, at April 13, 2007, we as the operator have commenced
        our Phase I commitment work program. The work program consists of a gravity
        magnetic and geochemical survey, geological modeling and a technical assessment
        of the block and the acquisition of 12,000 LKM’s and an aero magnetic survey
        prior to September 3, 2009.
  We
        estimate our exploration costs to be approximately $400,000 over the twelve
        month period April 1, 2007 to March 31, 2008.
  *DS
        04 Block*
 We,
        as
        operator for this DS 04 Block are in the process of applying for the PEL
        on this
        DS 04 Block, which when issued will allow us to commence the Phase I commitment
        work program.
  We
        will
        be required to fund our 100% proportionate share of the costs incurred in
        these
        activities estimated to be approximately US$1.2 million over the four years
        of
        the first phase of the work commitment.
 
 ***Our
        Rajasthan Basin Agreements***
 *RJ
        Block 20*
 On
        March
        2, 2007, we, along with our joint venture partner, OIL, signed a PSC with
        respect to this onshore RJ Block 20. The PSC covers an area of approximately
        2,196 sq km (542,643 acres) and was awarded under NELP-VI. We hold a 25%
        PI in
        this block with OIL as operator holding the remaining 75% PI. The exploration
        phase for this PSC extends for a term of up to 7 years and will commence
        upon
        the date the PEL is issued. The Phase I work commitment which covers a period
        of
        4 years, is to reprocess 463 LKM of 2-D seismic; conduct a gravity and magnetic
        and geochemical survey; acquire, process and interpret 250 LKM of 2-D seismic
        and 700 sq kms of 3-D seismic; and drill a total of 12 exploratory wells
        between
        2,000 and 2,500 meters. Phase II work commitment which covers a period of
        3
        years is to drill one well to 2,500 meters.
  *RJ
        Block 21*
 On
        March
        2, 2007, we, along with our joint venture partner, OIL and Hindustan Petroleum
        Corporation Limited ("HPCL") signed a PSC with respect to this onshore RJ
        Block
        21. The PSC covers an area of approximately 1,330 sq km (328,650 acres) and
        was
        awarded under NELP-VI. We hold a 25% PI in this block, OIL as operator holds
        a
        60% PI and HPCL holds the remaining 15%PI. The exploration phase for this
        PSC
        extends for a term of up to 7 years and will commence upon the date the PEL
        is
        issued. The
        Phase
        I work commitment which covers a period of 4 years, is to reprocess 463 LKM
        of
        2-D seismic; conduct a gravity and magnetic and geochemical survey; acquire,
        process and interpret 310 LKM of 2-D seismic and 611 sq kms of 3-D seismic;
        and
        drill a total of 8 exploratory wells between 2,000 and 2,500 meters. Phase
        II
        work commitment which covers a period of 3 years is to drill one well to
        2,000
        meters.
  ***Our
        Rajasthan Basin Exploration Activities***
 OIL,
        as
        operator for both these exploration blocks is in the process of applying
        for the
        PEL, which when issued will allow the parties to commence the Phase I work
        program commitments.
  We
        will
        be required to fund our 25% proportionate share of the costs incurred on
        both
        these blocks which is estimated to be approximately US$18.3 million over
        the
        four years of the first phase of the work commitments for both
        blocks.
  11
  ***Additional
        Terms of Our Production Sharing Contracts***
 *General*
 Except
        for the size and location of the exploration blocks and the work programs
        to be
        conducted, the PSC’s contain substantially similar terms. Under the PSCs, the
        GOI has granted to the parties the right to engage in oil and natural gas
        exploration activities on the exploration blocks for specified terms of years
        with each contract setting forth the exploration activities to be conducted
        over
        periods of years in two or three phases.
  The
        contracts contain restrictions on the assignment of a PI, including a change
        in
        control of a party, without the consent of the GOI, subject to certain
        exceptions which include, among others, a party encumbering its interest
        subject
        to certain limitations.
  Each
        of
        the ventures is managed by a management committee representing the parties
        to
        the agreement, including the GOI. The contracts contain various other
        provisions, including, among others, obligations of the parties to maintain
        insurance, the maintenance of books and records, confidentiality, the protection
        of the environment, arbitration of disputes, matters relating to income taxes
        on
        the parties, royalty payments, and the valuation of hydrocarbons produced.
        The
        Indian domestic market has the first call on natural gas produced. The contracts
        are interpreted under the laws of India.
  *Relinquishment
        on our Existing Blocks*
 Under
        each of these contracts, if the parties elect to continue into the second
        exploratory phase, the contracts provide that the parties retain up to 75%
        of
        the original contract area, including any developed areas and areas of
        discoveries of hydrocarbons, and relinquish the remainder. Similarly, if
        the
        parties elect to continue into the third exploration phase, the contracts
        provide that the parties retain up to 50% of the original contract area,
        including any developed areas and areas of discovery of hydrocarbons, and
        relinquish the remainder. At the end of the third exploration phase, only
        developed areas and areas of discoveries shall be retained.
  *Relinquishment
        on the Newly Awarded NELP-VI Blocks*
 Under
        each of these contracts, if the parties elect to continue into the second
        exploratory phase, the contracts provide that the parties shall have the
        option
        to relinquish a part of area in simple geometrical shape, such area to be
        relinquished shall not be less than 25% of the original contract. At the
        end of
        the second exploration phase, the parties shall retain the balance which
        includes any developed areas and areas of discoveries.
  *Procedure
        for Allocation of Costs After a Discovery*
 These
        PSC’s contain provisions relating to procedures to be followed once a discovery
        of hydrocarbons is determined to have been made within the exploration block
        and
        for the further development of that discovery. Following the completion of
        a
        development plan for a discovery, the parties are to apply to the relevant
        government entity for a lease with respect to the area to be developed with
        an
        initial term of 20 years for the lease. The GOI and the other parties to
        the PSC
        are allocated, after deduction of the costs of exploration, development,
        and
        production to be recovered, percentages of any remaining production with
        the GOI
        allocated between 20% to 40% of the production from the KG Offshore Block
        and
        Ankleshwar Block, 30% to 55% of the production from the Mehsana Block and
        Sanand/Miroli Blocks and 10% to 30% of the production from the DS 03 Block.
        The
        GOI allocation of the newly awarded blocks under NELP-VI is between 91% to
        9% of
        the production from the KG Onshore Block, the RJ Block 20 and RJ Block 21
        and
        between 85% to 15% for the DS 04 Block. The balance of the production is
        to be
        allocated to the other joint venture participants in proportion to their
        participating interests.
  *Bank
        Guarantees*
 The
        contracts contain provisions whereby the joint venture participants must
        provide
        the GOI a bank guarantee in the amount of 35% of the participant's share
        of the
        minimum work program for a particular Phase, to be undertaken during the
        year.
        This work program to be undertaken is presented annually to the management
        committee for approval for the period April 1 through March 31. The work
        programs for the year April 1, 2007 through March 31, 2008 and their related
        budgets have been approved for our six existing PSCs, but have not yet been
        approved or the four newly awarded PSCs under NELP-VI to which we are a party
        and, accordingly, our estimates as to capital expenditures pursuant to these
        NELP-VI PSCs for the twelve months ended March 31, 2008 and beyond are subject
        to revision when the budget is approved and thereafter during the twelve-month
        period.
  12
  ***Other
        Material Oil and Gas Agreements***
 *Our
        Carried Interest Agreement*
 Pursuant
        to an agreement we entered into with GSPC dated August 27, 2002, we, along
        with
        RGM, a Mauritius corporation wholly owned by Mr. Jean Paul Roy, our President,
        CEO, Director and principal stockholder, have a carried interest ("CI") in
        the
        exploration activities conducted by the parties on the KG Offshore Block.
        Under
        the terms of the Carried Interest Agreement, ("CIA") we, and RGM are carried
        by
        GSPC for 100% of our share of any costs during the exploration phase prior
        to
        the start date of initial commercial production. However, our share and the
        share of RGM of any capital costs incurred during the development phase will
        be
        paid back to GSPC out of production without interest over the projected
        production life or ten years whichever is less. We are not entitled to any
        share
        of production until GSPC has recovered our share and the share of RGM for
        the
        costs and expenses that were paid by GSPC.
  *Our
        Participating Interest Agreement*
 On
        March
        27, 2003, we entered into a Participating Interest Agreement (“PIA”) with RGM,
        whereby we assigned and hold in trust for RGM, subject to GOI consent, 50%
        of
        the benefits and obligations of the PSC on the KG Offshore Block and the
        CIA
        leaving us with a net 5% participating interest in the PSC on the KG Offshore
        Block and a net 5% CI in the CIA. Under the terms of the PIA, until the GOI
        consent is obtained, we retain the exclusive right to deal with the other
        parties to the PSC on the KG Offshore Block and the CIA and are entitled
        to make
        all decisions regarding the interest assigned to RGM and RGM agreed to be
        bound
        by and responsible for the actions taken by, obligations undertaken and costs
        incurred by us in regard to RGM's interest and to be liable to us for its
        share
        of all costs, interests, liabilities and obligations arising out of or relating
        to the RGM interest. RGM agreed to indemnify us against any and all costs,
        expenses, losses, damages or liabilities incurred by reason of RGM's failure
        to
        pay the same. Subject to obtaining the government consent to the assignment,
        RGM
        is entitled to all income, receipts, credits, reimbursements, monies receivable,
        rebates and other benefits in respect of its 5% interest which relate to
        the PSC
        on the KG Offshore Block. **** We
        have a
        right of set-off against sums owing to us by RGM. In the event that the Indian
        government consent is delayed or denied, resulting in either RGM or us being
        denied an economic benefit either party would have realized under the PIA,
        the
        parties agreed to amend the PIA or take other reasonable steps to assure
        that an
        equitable result is achieved consistent with the parties' intentions contained
        in the PIA. As a consequence of this transaction we report our holdings under
        the PSC on the KG Offshore Block and CIA as a net 5% PI.
 
 ***Our
        Oil and Gas Interests***
 We
        are
        engaged in the exploration for and development of oil and natural gas reserves.
        At December 31, 2006, we have not produced any oil or natural gas and we
        do not
        claim any proved reserves of oil or natural gas. We have not reported any
        proved
        reserves of oil or natural gas to any United States Federal
        authority.
  We
        do not
        own any oil or natural gas wells as of April 13, 2007 and at that date we
        have
        not been granted any leases to properties under the terms of our
        PSCs.
  At
        December 31, 2006, we participated in the commencement of drilling eleven
        exploratory wells. One in each of Mehsana and Sanand/Miroli and four in Tarapur
        in the Cambay Basin and five exploratory wells in the KG Offshore Block in
        the
        Krishna Godavari Basin.
 
 In
        the KG
        Offshore Block, two wells were abandoned. Three wells were drilled and tested
        and resulted in the discovery of natural gas. A sixth well, the KG#16 well
        is
        currently being drilled. A seventh well, the KG#28 well is also currently
        being
        drilled, but has been classified as an appraisal well by the management
        committee for the purposes of the PSC, and not an exploratory well.
  13
  ***Development,
        Exploration and Acquisition Expenditures***
 The
        following table sets forth information regarding costs we incurred in our
        development, exploration and acquisition activities by area as at December
        31,
        2006 and December 31, 2005.
  **December
                  31, 2006**
              
              December
                  31, 2005**US$**
              
              US$Development
                  Costs
              
              
              **--**
              
              
              --Exploration
                  CostsKrishna
                  Godavari Basin Blocks
              
              
              **3,111,676**
              
              
              977,692Cambay
                  Basin Blocks
              
              
              **6,558,315**
              
              
              1,220,511Deccan
                  Syneclise Basin Blocks
              
              
              **52,747**
              
              
              18,460Rajasthan
                  Basin Blocks
              
              
              **--**
              
              
              --Acquisition
                  Costs
              
              
              **--**
              
              
              --Capitalized
                  Interest
              
              
              **--**
              
              
              --**Total**
              
              
              **9,722,738**
              
              
              2,216,663
  As
        at
        December 31, 2006, GSPC has incurred costs of Rs 114.96 crore, or approximately
        $26.1 million (December 31, 2005 - Rs 63.31 crore, or approximately $14.1
        million) for exploration activities on the KG Offshore Block attributable
        to us
        under our CIA with GSPC of which 50% is for the account of RGM. We will not
        realize cash flow from the KG Offshore Block until such time as the expenditures
        attributed to us, including those expenditures made for the account of RGM
        under
        the CIA have been recovered by GSPC from future production revenue. Under
        the
        terms of the CIA, all of our proportionate share of capital costs for
        exploration and development activities must be repaid to GSPC without interest
        over the projected production life or ten years, whichever is less.
 
 ***Acreage***
 *Developed
        Acreage*
 At
        April
        13, 2007, we hold no interests in acreage that may be deemed developed or
        acreage assignable to productive wells.
  *Contract
        Interests in Undeveloped Acreage*
 Under
        the
        terms of the ten PSCs to which we are a party, including the four newly signed
        PSCs on March 2, 2007 which were awarded under the NELP-VI bidding round,
        we
        have an interest in approximately 3,409,313 gross acres (1,769,471 net acres).
        Substantial work commitments must be performed pursuant to each of these
        PSCs
        before we will have any leasehold, concession or other interest in such acreage
        and there can be no assurance that our exploration activities will result
        in
        leases being granted. Failure to fulfill work commitments or the relinquishment
        of acreage upon the election to proceed to second and third phases of
        exploration phases, as applicable under the terms of our PSCs, would result
        in
        the loss of material amounts of this acreage pursuant to the relinquishment
        provisions of the PSC (see “Additional Terms of Our Production Sharing Contracts
        - Relinquishment on our Existing Blocks”). No leases as to any of such acreage
        have been granted and there can be no assurance that we will be granted a
        leasehold or other interest in the acreage in the future. Under the terms
        of the
        PSCs, following the completion of a development plan for a discovery, the
        parties are to apply for a lease from the relevant government authority to
        the
        area to be developed. Leases are to have an initial term of twenty (20) years.
  14
  All
        such
        acreage is located in India as follows:
  **Contract
                  Interest in Undeveloped Acreage****gross**
              
              **net****Krishna
                  Godavari Basin Blocks**KG
                  Offshore
              
              
              457,145
              
              
              (1)22,857KG
                  Onshore
              
              
              135,414
              
              
              (2)13,541592,559
              
              
              36,398**Cambay
                  Basin Blocks**Mehsana
              
              
              30,888
              
              
              3,088Sanand/Miroli
              
              
              70,425
              
              
              7,043Ankleshwar
              
              
              110,703
              
              
              11,070Tarapur
              
              
              299,245
              
              
              (4)59,849511,261
              
              
              81,050**Deccan
                  Syneclise Basin Blocks**DS
                  03
              
              
              779,618
              
              
              779,618DS
                  04
              
              
              654,582
              
              
              654,5821,434,200
              
              
              1,434,200**Rajasthan
                  Basin Blocks**RJ
                  Block 20
              
              
              542,643
              
              
              135,661RJ
                  Block 21
              
              
              328,650
              
              
              82,162871,293
              
              
              217,823**Total**
              
              
              **3,409,313**
              
              
              **1,769,471**
  (1)
              excludes
                  acreage that is subject to the PIA with
                  RGM
 (2)
              based
                  on a 10% PI
 (3)
              one
                  square kilometer converts to 247.1054
                  acres
 (4)
              the
                  remaining acreage after relinquishment moving into Phase
                  III
 
 ***Drilling
        Activity***
 The
        following table sets forth information as to the wells we drilled during
        the
        periods indicated, all of which are exploratory wells. Inasmuch as permanent
        equipment has not been installed for the production of oil or gas at any
        of the
        wells, such wells should not be deemed to be completed wells. In the table,
        "gross" refers to the total wells in which we have an interest and "net"
        refers
        to gross wells multiplied by our interest therein.
  Year
                  Ended December 31,2003
              2004
              2005
              **2006**Gross
              Net
              Gross
              Net
              Gross
              Net
              **Gross**
              **Net**DevelopmentProductive
              0
              0
              0
              0
              0
              0
              **0**
              **00**Non-
                  productive
              0
              0
              0
              0
              0
              0
              0
              0ExploratoryProductive
              0
              0
              0
              0
              1.0
              0.05
              **2.0**
              **0.10**Non-productive
              0
              0
              1.0
              0.05
              1.0
              0.05
              **6.0**
              **1.0**
 
 ***Additional
        Plans for 2007***
 Our
        business plans for 2007 include the possible participation in joint ventures
        bidding for the award of further PSCs for exploration blocks in India and
        elsewhere. As of April 13, 2007, we have no specific plans to join with others
        for any specific PSCs in India and elsewhere. We expect that our interest
        in any
        such ventures would involve a minority PI in the venture. In addition, as
        opportunities arise, we may seek to acquire minority PI in exploration blocks
        where PSCs have been heretofore awarded. The acquisition of any such interests
        would be subject to the execution of a definitive agreement and obtaining
        the
        requisite government consents and other approvals.
  15
  ***Hedging
        Activities***
 At
        December 31, 2006, we had not entered into any market risk sensitive
        instruments; as such term is defined in Item 305 of Regulation S-K, relating
        to
        our operations.
 
 ***Marketing***
 Under
        the
        terms of our PSCs, until India’s total production of crude oil and condensate
        meets the Indian national demand, we are required to sell in the Indian domestic
        market our entitlement to crude oil and condensate. When and so long as India
        attains self-sufficiency in the production of crude oil and condensate, our
        domestic sale obligation is suspended and we will have the right to export
        our
        entitlement.
  The
        PSCs
        provide that the Indian domestic market will have the first call on natural
        gas
        produced from the areas that are the subject of the contracts.
  The
        PSCs
        provide that the parties are to agree monthly on a price for crude oil which
        is
        intended to be on an import parity basis. Prices of natural gas are intended
        to
        be based on Indian domestic market prices.
  Our
        ability to market any production of crude oil and natural gas will be dependent
        upon the existence and availability of pipeline or other gathering system,
        storage facilities and an ability to transport the hydrocarbons to market.
        Such
        facilities are yet to be constructed.
  We
        are
        not a party to any agreements providing for the delivery of fixed quantities
        of
        hydrocarbons.
 
 ***Competition***
 We
        experience competition from others in seeking to participate in joint ventures
        and other arrangements to participate in exploratory drilling ventures in
        India.
        In addition, the ventures in which we participate experience competition
        from
        other ventures and persons in seeking from the GOI and, possibly others,
        its
        agreement to grant and enter into PSCs. Management of our company believes
        that
        competition in entering into such agreements with the GOI is based on the
        extent
        and magnitude of exploratory activities that the applicants will propose
        to
        undertake on the exploration blocks under consideration as well as the
        applicants available capital and technical ability of the applicants to complete
        such activities.
 
 ***Employees***
 The
        services of our President and Chief Executive Officer, Jean Paul Roy, are
        provided pursuant to the terms of a Technical Services Agreement ("TSA")
        we
        entered into with Roy Group (Barbados) Inc. ("RGB"), a corporation wholly
        owned
        by Mr. Roy. The services of Allan J. Kent, our Executive Vice President and
        Chief Financial Officer are provided in the year 2006 through D.I. Investments
        Ltd., a corporation wholly owned by Mr. Kent. Messrs. Roy and Kent each devote
        substantially all of their time to our affairs. Neither of such persons are
        our
        direct employees.
  In
        addition to Messrs. Roy and Kent, we employ approximately ten additional
        persons
        at various times and in various capacities as part time consultants to
        us.
  As
        of
        December 31, 2006, we employed three persons and two full time consultants
        in
        Calgary, Alberta, Canada and employed four persons in Gandhinagar, Gujarat
        State, India.
  16
  ***Incorporation
        and Organization***
 On
        August
        29, 2003, we acquired all of the issued and outstanding shares of GeoGlobal
        Resources (India) Inc. ("GeoGlobal India") a corporation then wholly owned
        by
        Mr. Jean Paul Roy. The completion of the acquisition resulted in the issuance
        and delivery by us of 34,000,000 common shares and delivery of our $2.0 million
        promissory note to Mr. Roy. Of such shares, we issued and delivered 14.5
        million
        shares at the closing of the acquisition and 14.5 million shares were released
        from escrow on August 27, 2004 upon the actual commencement of a drilling
        program. The remaining 5.0 million shares continued to be held in escrow
        at
        December 31, 2005. These 5.0 million shares held in escrow will be released
        only
        if a commercial discovery is declared on the KG Offshore Block. If a commercial
        discovery is not declared, the shares will not be released from escrow, but
        will
        be surrendered back to us. Common shares held during the term of the escrow
        retain their voting rights. As a result of this transaction, Mr. Roy held
        as of
        the closing of the transaction approximately 69.3% of our issued and outstanding
        shares. Mr. Roy was also elected our President and a Director on August 29,
        2003. This transaction is considered an acquisition of GeoGlobal Resources
        Inc.
        (the accounting subsidiary and legal parent) by GeoGlobal India (the accounting
        parent and legal subsidiary) and has been accounted for as a purchase of
        the net
        assets of GeoGlobal Resources Inc. by GeoGlobal India. Accordingly, this
        transaction represents a recapitalization of GeoGlobal India, the legal
        subsidiary, effective August 29, 2003.
  As
        a
        consequence of this transaction, a change in control of our company may be
        deemed to have occurred.
  Through
        late 2001, we were engaged in the creation, operation and maintenance of
        a World
        Wide Web-based community, known as Suite101.com, Inc. At the end of 2001,
        management at that time determined to redirect activities and by mid-2002,
        the
        company was no longer engaged in the former Web-based activities.
  We
        are a
        corporation organized under the laws of the State of Delaware in December
        1993.
        From December 1998 to January 2004, our corporate name was Suite101.com,
        Inc. At
        a meeting held January 8, 2004, our stockholders approved an amendment to
        our
        Certificate of Incorporation to change our corporate name to GeoGlobal Resources
        Inc.
 
 **Item
        2. Description of Property**
 
 Our
        corporate head office is located at Suite #310, 605 - 1 Street SW, Calgary,
        Alberta, T2P 3S9 Canada. These premises are leased for a term of one year
        ending
        April 30, 2007 at an annual rental of $65,565 for base rent and operating
        costs.
        These premises include approximately 2,927 square feet which we consider
        adequate for our present activities. We are currently in negotiations to
        renew
        this lease at market prices for a further two year term to April 30,
        2009.
  On
        November 21, 2006, we entered into a Memorandum of Understanding to acquire
        an
        office condominium of approximately 11,203 sq. ft located in Gandhinagar,
        India.
        A deposit of US$28,090 was paid which is reflected in the December 31, 2006
        financial statements as a deposit under property and equipment. A formal
        agreement relating to the purchase of the condominium has not yet been
        executed.
  Our
        interests in oil and gas properties are described under Item 1 - Description
        of
        Business.
 
 **Item
        3. Legal Proceedings**
 
 There
        are
        no legal proceedings pending against us.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders**
 
 No
        matter
        was submitted during the fourth quarter of the year ended December 31, 2006
        to a
        vote of our securityholders through the solicitation of proxies or
        otherwise.
  17
  **PART
        II**
 
 **Item
        5. Market for Common Equity & Related Stockholder
        Matters**
 
 ***Market
        Information***
 Our
        Common Stock is quoted on the American Stock Exchange under the symbol GGR.
        The
        following table sets forth the high and low sales price on the American Stock
        Exchange for the period January 1, 2005 through April 13, 2007.
  **Calendar
                  Quarter**
              
              **High**
              
              **Low**2005:     First
                  Quarter
              
              $1.80
              
              $0.772005:     Second
                  Quarter
              
              $9.35
              
              $0.892005:     Third
                  Quarter
              
              $8.60
              
              $5.752005:     Fourth
                  Quarter
              
              $14.09
              
              $4.902006:     First
                  Quarter
              
              $14.92
              
              $7.002006:     Second
                  Quarter
              
              $9.87
              
              $4.102006:     Third
                  Quarter
              
              $6.55
              
              $3.282006:     Fourth
                  Quarter
              
              $9.14
              
              $5.052007:     First
                  Quarter
              
              $8.10
              
              $5.272007:     Second
                  Quarter (up to April 13, 2007)
              
              $6.12
              
              $5.80
  On
        April
        13, 2007, the closing sales price for our Common Stock, as reported on the
  American
        Stock Exchange was $6.00.
 
 ***Holders***
 As
        of
        April 13, 2007, we had approximately 183 shareholders of record.
 
 ***Dividends***
 We
        did
        not pay any dividends on our Common Stock during the years ended December
        31,
        2006 and 2005 and we do not intend to pay any dividends on our Common Stock
        for
        the foreseeable future. Any determination as to the payment of dividends
        on our
        Common Stock in the future will be made by our Board of Directors and will
        depend on a number of factors, including future earnings, capital requirements,
        financial condition and future prospects as well as such other factors as
        our
        Board of Directors may deem relevant.
 
 ***Recent
        Sales of Unregistered Securities***
 There
        were no sales of unregistered securities in 2006.
 
 ***Purchases
        of Equity Securities by the Small Business Issuer and Affiliated
        Purchasers***
 No
        purchases of shares of our Common Stock were made by us or on our behalf
        or by
        any "affiliated purchaser", as defined in Rule 10b-18(a)(3) under the U.S.
        Securities Exchange Act of 1934, as amended, during the quarter ended December
        31, 2006.
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 ***General***
 The
        following discussion and analysis of our financial condition or plan of
        operation should be read in conjunction with, and is qualified in its entirety
        by, the more detailed information including our Financial Statements and
        the
        related Notes appearing elsewhere in this Annual Report. This Annual Report
        contains forward-looking statements that involve risks and uncertainties.
        Our
        actual results may differ materially from the results and business plans
        discussed in the forward-looking statements. Factors that may cause or
        contribute to such differences include those discussed below in "Risk Factors,"
        as well as those discussed elsewhere in this Annual Report.
  18
  ***Our
        Business Activities***
 We
        are
        engaged, through subsidiaries and joint ventures in which we are a participant,
        in the exploration for and development of oil and gas reserves. We initiated
        these activities in 2003. Through December 31, 2006, our activities have
        been
        undertaken in locations where we and our joint venture participants have
        been
        granted exploration rights pursuant to Production Sharing Contract's ("PSCs")
        entered into with the Government of India ("GOI").
  At
        April
        13, 2007, we have not reported any proved reserves of oil or natural gas.
        We
        have entered into ten PSCs. Each PSC relates to a separate drilling block
        onshore or offshore India and each provides for multi-year and multi-phase
        exploration and drilling activities. Exploration and development activities
        pursuant to the terms of these agreements are expected to continue throughout
        2007.
 
 ***Statements
        of Operations***
 *Oil
        and Gas Operations*
 Our
        oil
        and gas exploration activities commenced at our inception on August 21, 2002.
        We
        have not since our inception earned any revenues from these
        operations.
  *Years
        ended December 31, 2006 and 2005*
 During
        the year ended December 31, 2006, we had expenses of $2,897,503 compared
        with
        expenses of $1,011,601 during the year ended December 31, 2005. This increase
        is
        primarily the result of the increased scale of our participation in oil and
        gas
        exploration activities, with commensurate additions to the office infrastructure
        and the initial year of accounting for stock-based compensation
        expense.
  Our
        general and administrative expenses increased to $1,406,000 from $495,326.
        Of
        this increase, $563,551 reflects the adoption of FAS 123(R) pursuant to which
        we
        are is required to recognize compensation costs for stock-based arrangements
        with employees and consultants effective January 1, 2006. These general and
        administrative expenses include costs related to the corporate head office
        including administrative salaries and services, rent and office costs,
        insurance, American Stock Exchange listing and filing fees and transfer agent
        fees and services. Our consulting fees increased to $1,190,919 during the
        year
        ended December 31, 2006 from $265,446 in the prior year. Of this increase,
        $626,625 is attributable to the adoption of FAS 123(R) effective January
        1,
        2006. These consulting fees include $70,000 (2005 - $62,000) paid under our
        Technical Services Agreement with a corporation wholly owned by Mr. Roy and
        other fees and expenses we incurred in employing various technical and corporate
        consultants who advised us on a variety of matters. Professional fees increased
        to $251,261 during the year ended December 31, 2006 from $201,298 during
        the
        year ended December 31, 2005. Professional fees include those paid to our
        auditors for pre-approved audit, accounting and tax services and fees paid
        to
        our legal advisors primarily for services provided with regard to filing
        various
        periodic reports and other documents and reviewing our various oil and gas
        and
        other agreements. In addition, costs associated with initiating the modeling,
        testing and documenting internal controls as required by Section 404 of the
        Sarbanes Oxley Act were incurred during the latter part of the year. This
        resulted in an increase of $49,963 in the fees paid to our auditors, accountants
        and legal counsel for additional work incurred during the year ending December
        2006 as compared to 2005.
  During
        the year ended December 31, 2006, depreciation decreased slightly to $49,323
        from $49,531 during the year ended December 31, 2005.
  Our
        other
        expenses and income during the year ended December 31, 2006 resulted in income
        of $1,746,813 versus $530,621 for the same period in 2005. Included in other
        expenses and income is a foreign exchange loss of $4,737 compared to a gain
        in
        2005 of $319. During the previous year ended December 31, 2005, we recovered
        fees and costs of $25,900 resulting from services provided and billed out
        to the
        GSPC and a gain on the sale of computer equipment of $42,228. No such expense
        recoveries or asset dispositions occurred during the year ended December
        31,
        2006. Our increase in interest income to $1,751,550 from $462,174 for the
        year
        ended December 31, 2005 is a result of the significant increase in the size
        of
        our cash balances we held during a full year in 2006 as compared to a partial
        year in 2005 as well as an increase in the US prime rate.
  19
  Net
        loss
        for the year ended December 31, 2006 was $1,150,690 versus a net loss of
        $480,980 in 2005. This result was mainly attributable to the adoption of
        FAS 123
        (R) requiring the Company to recognize compensation costs for the stock-based
        compensation arrangements with employees and consultants effective January
        1,
        2006 net of the increase in interest earned during the most recent year.
  We
        capitalized overhead costs directly related to our exploration activities
        in
        India. During the year ended December 31, 2006, these capitalized overhead
        costs
        were $2,133,984 as compared to $469,268 during the year ended December 31,
        2005.
        This increase includes capitalized stock-based compensation of $766,689
        recognized for the first time in 2006, as a consequence of our adoption of
        FASB
        123(R) effective January 2006, with the remaining increase being consistent
        with
        the increased scale of our participation in oil and gas exploration
        activities.
  *Years
        ended December 31, 2005 and 2004*
 During
        the year ended December 31, 2005, we had expenses of $1,011,601 compared
        with
        expenses of $912,092 during the year ended December 31, 2004. This increase
        is
        primarily the result of the increased scale of our participation in oil and
        gas
        exploration activities.
  Our
        general and administrative expenses increased to $495,326 from $451,788.
        These
        general and administrative expenses include costs related to the corporate
        head
        office including administrative salaries and services, rent and office costs,
        insurance, American Stock Exchange listing and filing fees and transfer agent
        fees and services. Our consulting fees increased to $265,446 during the year
        ended December 31, 2005 from $237,615 in the prior year. These consulting
        fees
        reflect $62,000 (2004 - $50,000) paid under our Technical Services Agreement
        ("TSA") with Roy Group (Barbados) Inc. ("RGB"), a corporation wholly owned
        by
        Mr. Roy and other fees and expenses we incurred in employing various technical
        and corporate consultants who advised us on a variety of matters. Professional
        fees increased to $201,298 during the year ended December 31, 2005 from $161,381
        during the year ended December 31, 2004. Professional fees include those
        paid to
        our auditors for pre-approved audit, accounting and tax services and fees
        paid
        to our legal advisors primarily for services provided with regard to filing
        various periodic reports and other documents and reviewing our various oil
        and
        gas and other agreements. The increase is attributable to an approximately
        $40,000 increase in our fees paid to our auditors for additional work incurred
        during the year ending December 2005 as compared to 2004.
  During
        the year ended December 31, 2005, depreciation decreased to $49,531 from
        $61,308
        during the year ended December 31, 2004.
  Our
        other
        expenses and income during the year ended December 31, 2005 resulted in income
        of $530,621 versus $44,596 for the same period in 2004. Included in other
        expenses and income is a foreign exchange gain of $319 compared to a loss
        in
        2004 of $3,495. During the year ended December 31, 2005, we recovered fees
        and
        costs of $25,900 (2004 - $16,500) resulting from services provided and billed
        out to the GSPC. Other expenses and income include a gain on the sale of
        computer equipment of $42,228 during the year ended December 31, 2005. Our
        increase in interest income to $462,174 from $31,591 for the year ended December
        31, 2004 is a result of the significant increase in the size of our cash
        balances we held during the year as compared to 2004 as well as an increase
        in
        the US prime rate.
  Reflecting
        the increase in our interest income during the year ended December 31, 2005
        as
        compared to the year ended December 31, 2004, we reduced our net loss to
        $480,980 compared to a net loss of $867,496 in 2004.
  We
        capitalized overhead costs directly related to our exploration activities
        in
        India. During the year ended December 31, 2005, these capitalized overhead
        costs
        were $469,268 as compared to $336,535 during the year ended December 31,
        2004.
        This increase is consistent with the increased scale of our participation
        in oil
        and gas exploration activities.
  20
  *Liquidity
        and Capital Resources*
 *Years
        ended December 31, 2006 and 2005*
 Our
        net
        cash used in operating activities during the year ended December 31, 2006
        was
        $245,071 as compared to $165,558 for the year ended December 31, 2005. This
        increase is mostly the result of an increase in our exploration activities
        net
        of our interest earned on our cash balances for the year ended December 31,
        2006
        as compared to 2005.
  Cash
        used
        by investing activities during the year ended December 31, 2006 was $8,267,169
        as compared to $1,679,352 during the year ended December 31, 2005. This increase
        is a result of the increased scale of our participation in oil and gas
        exploration activities. Funds of $6,739,386 were used for exploration activities
        and $142,924 for the acquisition of property and equipment in 2006 as compared
        to $1,578,124 and $36,826 in 2005. These acquisitions included computer and
        office equipment totaling $114,835 plus a deposit on our office condominium
        in
        India of $28,090. As well we incurred $6,739,386 as our share of exploration
        costs related to our PSCs for our oil and gas interests in India. The increase
        in restricted cash of $3,198,284 represents additional term deposits we made
        in
        2006 as compared to $185,689 in 2005 which are used as collateral for letters
        of
        credit given to the GOI as minimum work commitment guarantees on a total
        of six
        exploration blocks at December 31, 2006.
  Cash
        provided by financing activities for the year ended December 31, 2006 was
        $4,837,830 as compared to cash provided in financing activities of $33,462,700
        during the year ended December 31, 2005. This consisted of $4,922,640 from
        the
        issuance of 3,254,000 shares of common stock on the exercise of options and
        purchase warrants issued from our 2003 financing less share issuance costs
        of
        $74,010.
  At
        December 31, 2006, our cash and cash equivalents were $32,362,978 (December
        31,
        2005 - $36,037,388). The majority of these funds are currently held as US
        funds
        in our bank accounts and in term deposits earning interest based on the US
        prime
        rate.
  *Years
        ended December 31, 2005 and 2004*
 Our
        net
        cash used in operating activities during the year ended December 31, 2005
        was
        $165,558 as compared to $1,075,637 for the year ended December 31, 2004.
        This
        decrease is mostly as a result of our reduced net loss for the year ended
        December 31, 2005 as compared to 2004.
  Cash
        used
        by investing activities during the year ended December 31, 2005 was $1,679,352
        as compared to $748,222 during the year ended December 31, 2004. This increase
        is a result of the increased scale of our participation in oil and gas
        exploration activities. Funds of $1,615,000 were used for exploration activities
        and the acquisition of property and equipment as compared to $547,357 in
        2004.
        The property and equipment acquired included computer and office equipment
        totaling $36,876 with the balance of $1,578,124 incurred as exploration costs
        for our oil and gas interests in India. The restricted cash of $185,689
        represents additional term deposits we made in 2005 which are used as collateral
        for two letters of credit given to the GOI as a minimum work commitment
        guarantee on the Cambay Blocks.
  Cash
        provided by financing activities for the year ended December 31, 2005 was
        $33,462,700 as compared to cash used in financing activities of $786,450
        during
        the year ended December 31, 2004. As further described below, during the
        year
        ended December 31, 2005, we completed the sale of 3,252,400 Units of our
        securities at $6.50 per Unit, together with a concurrent sale of an additional
        1,000,000 Units on the same terms, for aggregate cash gross proceeds of
        $27,640,600. This amount combined with cash of $7,352,985 which was provided
        from the issuance of 3,494,400 shares of common stock on the exercise of
        options, purchase warrants and broker warrants issued in our 2003 financing,
        less financing costs of $1,541,685 incurred in connection with the 2005
        financing accounts for the increase in our cash and cash equivalents. Cash
        provided by financing activities for the year ended December 31, 2005 in
        the
        amount of $786,450 included the full repayment of $1,000,000 of the note
        payable, net of $213,550 realized from the issuance of 154,100 shares of
        common
        stock on the exercise of options and broker warrants.
  The
        sale
        of the 3,252,400 Units of securities was completed in September 2005. The
        securities were sold at $6.50 per Unit, together with a concurrent sale of
        an
        additional 1,000,000 Units on the same terms, for aggregate gross cash total
        proceeds of $27,640,600.
  21
  Each
        Unit
        is comprised of one common share and one half of one warrant. One full warrant
        ("2005 Purchase Warrant") entitles the holder to purchase one additional
        common
        share for $9.00, for a term of two years expiring September 2007. The 2005
        Purchase Warrants are subject to accelerated expiration in the event that
        the
        price of the Company's common shares on the American Stock Exchange is $12.00
        or
        more for 20 consecutive trading days, the resale of the shares included in
        the
        Units and issuable on exercise of the 2005 Purchase Warrants has been registered
        under the US Securities Act of 1933, as amended (the “Act”), and the hold period
        for Canadian subscribers has expired. In such events, the warrant term will
        be
        reduced to 30 days from the date of issuance of a news release announcing
        such
        accelerated expiration of the warrant term.
  Costs
        of
        $1,541,685 were incurred in issuing shares in these transactions which included
        a fee of
        $1,268,436 paid to Jones Gable & Company Limited with respect to the sale of
        the 3,252,400 Units, and, in addition, Compensation Options were issued to
        Jones
        Gable & Company Limited entitling it to purchase an additional 195,144 Units
        at an exercise price of $6.50 per Unit through their expiration in September
        2007. Compensation Options are also subject to accelerated expiration on
        the
        same terms and conditions as the warrants issued in the transaction .
  At
        December 31, 2005, our cash and cash equivalents were $36,037,388 (December
        31,
        2004 - $4,419,598). The majority of these funds are currently held as US
        funds
        in our bank accounts and in term deposits earning interest based on the US
        prime
        rate.
 
 ***The
        KG Offshore Block and Our Carried Interest Agreement***
 At
        December 31, 2006, GSPC, the Operator of the KG Offshore Block, has expended
        on
        exploration activities approximately $26.1 million attributable to us under
        the
        CIA as compared to $14.1 million at December 31, 2005. Of this amount, 50%
        is
        for the account of RGM. Under the terms of the CIA, GeoGlobal and RGM are
        carried by GSPC for 100% of all our share of any costs during the exploration
        phase on the KG Offshore Block prior to the start date of initial commercial
        production.
  Under
        the
        terms of the PSC, GSPC is committed to expend further funds for the exploration
        of and drilling on the KG Offshore Block. Preliminary estimates were that
        these
        expenditures attributable to us will total approximately $22.0 million over
        the
        6.5 year term of the PSC. Additional drilling costs incurred in drilling
        to
        depths in excess of 5,000 meters versus shallower depths as originally
        anticipated, as well as the testing and completion costs of these wells,
        has
        resulted in our actual costs significantly exceeding our original budgeted
        expenditures. The estimated annual budget for costs to be incurred by GSPC
        for
        the twelve month period April 1, 2007 to March 31, 2008 attributable to us
        under
        the CIA is approximately $50.4 million. Of this amount, 50% is for the account
        of RGM. We are unable to estimate the amount of additional expenditures GSPC
        will make attributable to us prior to the start date of initial commercial
        production under the CIA or when, if ever, any commercial production will
        commence. As provided in the CIA, we will be required to bear the expenditures
        attributable to us after the start date of initial commercial production
        on the
        KG Offshore Block.
  We
        will
        not realize cash flow from the KG Offshore Block until such time as the
        expenditures attributed to us, including those expenditures made for the
        account
        of RGM under the CIA have been recovered by GSPC from future production revenue.
        Under the terms of the CIA, all of our proportionate share of capital costs
        for
        exploration and development activities must be repaid to GSPC without interest
        over the projected production life or ten years, whichever is less.
 
 ***KG
        Onshore Block Agreement***
 Under
        the
        PSC for the KG Onshore Block, the Phase I work commitment consists of
        reprocessing 564 LKM of 2-D seismic, conducting a gravity and magnetic and
        geochemical survey, as well as a seismic acquisition program consisting of
        548
        sq km of 3-D seismic. This Phase I commitment further consists of the drilling
        of 12 exploration wells to various depths between 2,000 and 5,000 meters.
        The
        Company will be required to fund its 10% proportionate share of the costs
        incurred in these activities estimated to be approximately US$8.5 million
        over
        the four years of the first phase of the work commitment with respect to
        a
        10%participating interest in the block and approximately US$21.3 million
        with
        respect to a 25% participating interest in the block.
  22
  ***Cambay
        Block Agreements***
 We
        originally committed to expend a minimum aggregate of approximately $2.5
        million
        for exploration activities under the terms of the PSCs on the Mehsana and
        Sanand/Miroli Cambay Blocks over a period of 6 years. At December 31, 2006,
        we
        have incurred costs of approximately $1.0 million with respect to the Mehsana
        Block and approximately $1.1 million with respect to the Sanand/Miroli Block.
        We
        estimate that our expenditures for exploration activities during the 2007
        fiscal
        year will be approximately $2.3 million on the Mehsana Block and approximately
        $2.6 million on the Sanand/Miroli Block based upon our 10% PI in these
        PSCs.
  At
        December 31, 2006, we have provided to the GOI three irrevocable letters
        of
        credit totaling $2,216,445 (Mehsana US$711,445, Sanand/Miroli US$905,000
        and
        Ankleshwar US$600,000) (December 31, 2005 - $392,485) secured by our term
        deposits in the same amount. These letters of credit serve as guarantees
        for the
        performance of the minimum work commitments for the budget period April 1,
        2006
        to March 31, 2007 of Phase I of these Cambay Blocks.
  As
        the
        holder of a participating interest in the Tarapur Block, we are required
        to fund
        a 20% share of all exploration and development costs incurred on the exploration
        block. To December 31, 2006, we have incurred costs of approximately $4.0
        million under the terms of our agreement with GSPC. We originally committed
        to
        expend an aggregate of approximately $1.2 million for exploration activities
        under the terms of the agreement entered into covering the Tarapur block
        over
        the period ending November 22, 2007. It is expected however, that with the
        increase in GSPC’s current drilling activities, we have increased our estimated
        expenditures to $2.7 million over the period April 1 to November 22, 2007.
  At
        December 31, 2006, we provided to the GOI an irrevocable letter of credit
        in the
        amount of US$1,200,000 for the Tarapur Block secured by a term deposit of
        the
        Company in the same amount. This letter of credit serves as a guarantee for
        the
        performance of the exploration work commitment for the Tarapur Block for
        the
        budget period also ending March 31, 2007. Under the terms of the agreement,
        the
        Company will be required to keep in force a Financial and Performance Guarantee
        in an amount sufficient to secure its performance under the Tarapur PSC.
  Under
        the
        terms of our PSC for the Ankleshwar Block, we have committed to expend
        approximately $1.7 million for exploration activities over a period of seven
        years. As at December 31, 2006, we have incurred costs of approximately $400,000
        on the Ankleshwar Block. We estimate our expenditures for exploration activities
        during the period April 1, 2007 to March 31, 2008 will be approximately $2.7
        million on Ankleshwar Block.
 
 ***The
        Deccan Syneclise Block Agreements***
 Under
        the
        terms of the PSC for the DS 03 Block, we have committed to expend approximately
        $9.6 million for exploration activities over a period of seven years. As
        at
        December 31, 2006, we have incurred costs of approximately $50,000 on this
        block. We estimate our expenditures for exploration activities during the
        period
        April 1, 2007 to March 31, 2008 will be approximately $400,000 based upon
        our PI
        in this PSC.
 
 Under
        the
        PSC for the DS 04 Block, the Phase I work commitment consists of conducting
        a
        gravity and magnetic and geochemical survey, as well as a seismic acquisition
        program consisting of 325 LKM of 2-D seismic. We further committed to drill
        10
        core holes to a depth of approximately 500 meters. We will be required to
        fund
        our 100% proportionate share of the costs incurred in these activities estimated
        to be approximately US$1.2 million over the four years of the first phase
        of the
        work commitment.
 
 ***Rajasthan
        Block Agreements***
 The
        combined Phase I work commitments under the PSCs for RJ Block 20 and RJ Block
        21
        consist of reprocessing of a total 926 LKM of 2-D seismic, conducting a gravity
        and magnetic and geochemical survey, as well as a seismic acquisition program
        consisting of 560 LKM of 2-D seismic and 1,311 sq km of 3-D seismic. The
        combined Phase I commitments further consist of drilling a total of 20
        exploration wells over both blocks to various depths between 2,000 and 2,500
        meters. We will be required to fund our 25% proportionate share of the costs
        incurred in these activities estimated to be approximately US$18.3 million
        over
        the four years of the first phase of the work commitments.
  23
  ***Plan
        of Operations in 2007***
 We
        expect
        our exploration and development activities pursuant to the PSCs we are parties
        to will continue throughout 2007 in accordance with the terms of those
        agreements. In addition, we may seek to participate in joint ventures bidding
        for the award of further PSCs for exploration blocks expected to be awarded
        by
        the GOI in the future. As of April 13, 2007, we have no specific plans to
        join
        with others in bidding for any specific PSCs in India. We expect that our
        interest in any such ventures would involve a minority PI in the venture.
        In
        addition, as opportunities arise, we may seek to acquire minority PI's in
        exploration blocks where PSCs have been heretofore awarded by the GOI. The
        acquisition of any such interests would be subject to the execution of a
        definitive agreement and obtaining the requisite government consents and
        other
        approvals.
  We
        may
        during the year 2007 seek to participate in joint venture bidding for the
        acquisition of oil and gas interests in other international countries. As
        of
        April 13, 2007, we have not been awarded any such interests.
  Depending
        upon the scope of our activities during the year 2007, we may require additional
        capital for the possible acquisition of further minority PIs in PSCs in drilling
        blocks heretofore awarded and that we may hereafter propose to enter into
        in
        India and possibly elsewhere. We believe it can be expected that our interest
        in
        such ventures would be a PI. As of April 13, 2007, the scope of any possible
        such activities has not been definitively established and, accordingly, we
        are
        unable to state the amount of any funds that may be required for these purposes.
        As the holder of a PI in any such possible activities, it can be expected
        that
        we will be required to contribute capital to any such ventures in proportion
        to
        our percentage interest. No specific plans or arrangements have been made
        to
        raise additional capital and we have not entered into any agreements in that
        regard. We expect that if we seek to raise additional capital it will be
        through
        the sale of equity securities. As of April 13, 2007, we are unable to estimate
        the terms on which any such capital may be raised, the price per share or
        possible number of shares involved.
  We
        believe that our available cash resources will be sufficient to meet all
        our
        expenses and cash requirements during the year ended December 31, 2007 for
        our
        present level of operations. We do not expect to have any significant change
        in
        2007 in our number of employees.
 
 ***Critical
        Accounting Policies and Estimates***
 The
        Company’s Significant Accounting Policies are outlined in Note 2 to our
        Consolidated Financial Statements in Item 7 of this Annual Report. In the
        ordinary course of business, we have made a number of estimates and assumptions
        relating to the reporting of our consolidated financial position and the
        consolidated results of our operations and our cash flows in conformity with
        U.S. generally accepted accounting principles. Actual results could differ
        significantly from those estimates under different assumptions and conditions.
        We believe that the following discussion addresses our most critical accounting
        policies.
 
 ***Property
        and equipment***
 The
        Company follows the full cost method of accounting for its petroleum and
        natural
        gas operations. Upon the commencement of economic production quantities of
        petroleum and natural gas, depletion of our exploration costs in India included
        in Property and Equipment, will be provided on a country-by-country basis
        using
        the unit-of-production method based upon estimated proven petroleum and natural
        gas reserves. The costs of acquiring and evaluating our unproven properties
        in
        India will not be depleted until it is determined whether or not proven reserves
        are attributable to the properties, the major development projects are
        completed, or impairment occurs. To date we are currently in the development
        stage and have not yet found any commercial reserves in India. We are continuing
        with our exploratory drilling programs in India and have no basis for impairment
        of the costs incurred to date.
 
 ***Recent
        Accounting Standards***
 *Accounting
        for Uncertainty in Income Taxes*
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
        Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
        measurement attribute for the financial statement recognition and measurement
        of
        a tax position taken or expected to be taken in a tax return. The Interpretation
        requires that the Corporation recognize in the financial statements, the
        impact
        of a tax position, if that position is more likely than not of being sustained
        on audit, based on the technical merits of the position. FIN 48 also provides
        guidance on derecognition, classification, interest and penalties, accounting
        in
        interim periods and disclosure. The provisions of FIN 48 are effective beginning
        January 1, 2007 with the cumulative effect of the change in accounting principle
        recorded as an adjustment to the opening balance of deficit. The Corporation
        is
        currently evaluating the impact FIN 48 will have on its consolidated financial
        statements.
  24
  *Fair
        Value Measurements*
 In
        September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS
        157”), which defines fair value, establishes a framework for measuring fair
        value and expands disclosures about fair value measurements. FAS 157 is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007, and interim periods within those fiscal years, and is
        applicable beginning in the first quarter of 2008. The Company is currently
        evaluating the impact that FAS 157 will have on its consolidated financial
        statements.
  *The
        Fair Value Option for Financial Assets and Financial
        Liabilities*
 In
        February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115”, (“FAS 159”) which permits entities to choose to measure many financial
        instruments and certain other items at fair value at specified election dates.
        A
        business entity is required to report unrealized gains and losses on items
        for
        which the fair value option has been elected in earnings at each subsequent
        reporting date. This statement is expected to expand the use of fair value
        measurement. FAS 159 is effective for financial statements issued for fiscal
        years beginning after November 15, 2007, and interim periods within those
        fiscal
        years, and is applicable beginning in the first quarter of 2008. The Company
        is
        currently evaluating the impact that FAS 159 will have on its consolidated
        financial statements.
 
 ***Cautionary
        Statement For Purposes Of The "Safe Harbor" Provisions Of The Private Securities
        Litigation Reform Act Of 1995***
 With
        the
        exception of historical matters, the matters discussed in this Report are
        “forward-looking statements” as defined under the Securities Act of 1933, as
        amended, and the Securities Exchange Act of 1934, as amended, that involve
        risks
        and uncertainties. Forward-looking statements made herein include, but are
        not
        limited to:
 ·
              the
                  statements in this Report regarding our plans and objectives relating
                  to
                  our future operations,
 ·
              plans
                  and objectives regarding the exploration, development and production
                  activities conducted on the exploration blocks in India in which
                  we have
                  interests,
 ·
              plans
                  regarding drilling activities intended to be conducted through
                  the
                  ventures in which we are a participant, the success of those drilling
                  activities and our ability and the ability of the ventures to complete
                  any
                  wells on the exploration blocks, to develop reserves of hydrocarbons
                  in
                  commercially marketable quantities, to establish facilities for
                  the
                  collection, distribution and marketing of hydrocarbons, to produce
                  oil and
                  natural gas in commercial quantities and to realize revenues from
                  the
                  sales of those hydrocarbons,
 ·
              our
                  ability to maintain compliance with the terms and conditions of
                  our PSCs,
                  including the related work commitments, to obtain consents, waivers
                  and
                  extensions from the GOI as and when required, and our ability to
                  fund
                  those work commitments,
 ·
              our
                  plans and objectives to join with others or to directly seek to
                  enter into
                  or acquire interests in additional PSCs with the GOI and others,
 ·
              our
                  assumptions, plans and expectations regarding our future capital
                  requirements,
 ·
              our
                  plans and intentions regarding our plans to raise additional capital,
 ·
              the
                  costs and expenses to be incurred in conducting exploration, well
                  drilling, development and production activities and the adequacy
                  of our
                  capital to meet our requirements for our present and anticipated
                  levels of
                  activities are all forward-looking statements.
  25
  These
        statements appear, among other places, under the captions "Management's
        Discussion and Analysis or Plan of Operations" and "Risk Factors". If our
        plans
        fail to materialize, your investment will be in jeopardy.
 ·
              We
                  cannot assure you that our assumptions or our business plans and
                  objectives discussed herein will prove to be accurate or be able
                  to be
                  attained.
 ·
              We
                  cannot assure you that any commercially recoverable quantities
                  of
                  hydrocarbon reserves will be discovered on the exploration blocks
                  in which
                  we have an interest.
 ·
              Our
                  ability to realize revenues cannot be assured. Our ability to successfully
                  drill, test and complete producing wells cannot be assured.
 ·
              We
                  cannot assure you that we will have available to us the capital
                  required
                  to meet our plans and objectives at the times and in the amounts
                  required
                  or we will have available to us the amounts we are required to
                  fund under
                  the terms of the PSCs we are a party to.
 ·
              We
                  cannot assure you that we will be successful in joining any further
                  ventures seeking to be granted PSCs by the GOI or that we will
                  be
                  successful in acquiring interests in existing ventures.
 ·
              We
                  cannot assure you that we will obtain all required consents, waivers
                  and
                  extensions from the GOI as and when required to maintain compliance
                  with
                  our PSCs and that we may not be adversely affected by any delays
                  we may
                  experience in receiving those consents, waivers and
                  extensions.
 ·
              We
                  cannot assure you that the outcome of testing of one or more wells
                  on the
                  exploration blocks under our PSCs will be satisfactory and result
                  in a
                  commercially-productive wells or that any further wells drilled
                  will have
                  commercially-successful results.
 
 Our
        inability to meet our goals and objectives or the consequences to us from
        adverse developments in general economic or capital market conditions, events
        having international consequences, or military or terrorist activities could
        have a material adverse effect on us. We caution you that various risk factors
        accompany those forward-looking statements and are described, among other
        places, under the caption "Risk Factors" herein. They are also described
        in our
        Quarterly Reports on Form 10-QSB and 10-Q, and our Current Reports on Form
        8-K.
        These risk factors could cause our operating results, financial condition
        and
        ability to fulfill our plans to differ materially from those expressed in
        any
        forward-looking statements made in this Report and could adversely affect
        our
        financial condition and our ability to pursue our business strategy and
        plans.
 
 ***Risk
        Factors***
 An
        investment in shares of our common stock involves a high degree of risk.
        You
        should consider the following factors, in addition to the other information
        contained in this Annual Report, in evaluating our business and current and
        proposed activities before you purchase any shares of our common stock. You
        should also see the "Cautionary Statement for Purposes of the Safe Harbor
        Provisions of the Private Securities Litigation Reform Act of 1995" regarding
        risks and uncertainties relating to us and to forward-looking statements
        in this
        Annual Report.
  There
        can
        be no assurance that the exploratory drilling to be conducted on the exploration
        blocks in which we hold an interest will result in any discovery of reserves
        of
        hydrocarbons or that any hydrocarbons that are discovered will be in
        commercially recoverable quantities. In addition, the realization of any
        revenues from commercially recoverable hydrocarbons is dependent upon the
        ability to deliver, store and market any hydrocarbons that are discovered.
        The
        presence of hydrocarbon reserves on contiguous properties is no assurance
        or
        necessary indication that hydrocarbons will be found in commercially marketable
        quantities on the exploration blocks in which we hold an interest.
 
 ***Risks
        Relating to Our Oil and Gas Activities***
 *Because
        We Are In the Early Stage Of Developing Our Activities, There Are Considerable
        Risks That We Will Be Unsuccessful*
 We
        are in
        the early stage of developing our operations. Our only activities in the
        oil and
        natural gas exploration and production industry have primarily involved entering
        into ten PSCs with the GOI. We have realized no revenues from our oil and
        natural gas exploration and development activities and do not claim any proved
        reserves of oil or natural gas. As of April 13, 2007, a venture in which
        we have
        a net 5% carried interest has drilled and abandoned two wells, has drilled,
        tested and cased three wells and is currently drilling two wells. Two ventures
        that we have a 10% participating interest have drilled and abandoned two
        wells,
        are in the testing phase of two wells and have suspended one well. One venture
        that we have a 20% PI has drilled eight wells of which three have been abandoned
        and five that are either currently suspended or are being tested.
  26
  Our
        current plans are to conduct the exploration and development activities on
        the
        areas offshore and onshore India in accordance with the terms of the PSCs
        we are
        a party to. There can be no assurance that the exploratory drilling to be
        conducted on the exploration blocks in which we hold will result in any
        discovery of hydrocarbons or that any hydrocarbons that are discovered will
        be
        in commercially recoverable quantities. In addition, the realization of any
        revenues from commercially recoverable hydrocarbons is dependent upon the
        ability to deliver, store and market any hydrocarbons that are discovered
        and as
        of April 13, 2007, there are no or limited facilities for the delivery and
        storage of hydrocarbons on the areas covered by our PSCs. The presence of
        hydrocarbon reserves on contiguous properties is no assurance or necessary
        indication that hydrocarbons will be found in commercially marketable quantities
        on the exploration blocks in which we hold an interest. Our exploration
        opportunities are highly speculative and should any of these opportunities
        not
        result in the discovery of commercial quantities of oil and gas reserves,
        our
        investment in the venture could be lost.
  Our
        business plans also include seeking to enter into additional joint ventures
        or
        other arrangements to acquire interests in additional government created
        and
        granted hydrocarbon exploration opportunities, primarily located onshore
        or in
        the offshore waters of India and possibly elsewhere. Opportunities to acquire
        interests in exploration opportunities will be dependent upon our ability
        to
        identify, negotiate and enter into joint venture or other similar arrangements
        with respect to specific exploration opportunities and upon our ability to
        raise
        sufficient capital to fund our participation in those joint ventures or other
        exploration activities. Our success will be dependent upon the success of
        the
        exploration activities of the ventures in which we acquire an interest and
        our
        ability to have adequate capital resources available at the times
        required.
 
 *Our
        Interest In The Production Sharing Contracts Involve Highly Speculative
        Exploration Opportunities That Involve Material Risks That We Will Be
        Unsuccessful*
 Our
        interests in the exploration blocks should be considered to be highly
        speculative exploration opportunities that involve material risks. None of
        the
        exploration blocks in which we have an interest have any proven reserves
        and are
        not producing any quantities of oil or natural gas. Exploratory drilling
        activities are subject to many risks, including the risk that no commercially
        productive reservoirs will be encountered. There can be no assurance that
        wells
        drilled on any of the exploration blocks in which we have an interest or
        by any
        venture in which we may acquire an interest in the future will be productive
        or
        that we will receive any return or recover all or any portion of our investment.
        Drilling for oil and gas may involve unsuccessful or unprofitable efforts,
        not
        only from dry wells, but from wells that are productive but do not produce
        sufficient net revenues to return a profit after drilling, operating and
        other
        costs. The cost of drilling, completing and operating wells is often uncertain.
        Drilling operations may be curtailed, delayed or cancelled as a result of
        numerous factors, many of which are beyond the operator’s control, including
        economic conditions, mechanical problems, extreme downhole pressures and
        temperatures, title problems, weather conditions, compliance with governmental
        requirements and shortages or delays of equipment and services. Drilling
        activities on the exploration blocks in which we hold an interest may not
        be
        successful and, if unsuccessful, such failure may have a material adverse
        effect
        on our future results of operations and financial condition.
 
 *Possible
        Inability of Contracting Parties to Fulfill Phase One of the Minimum Work
        Program for Certain of Our PSCs*
 Our
        PSC
        relating to the KG Offshore Block provides that by the end of the first phase
        of
        the exploration phase the contracting parties shall have drilled at least
        fourteen wells. The first phase of the exploration period relating to the
        PSC
        for the KG Offshore Block has expired without the required minimum of at
        least
        fourteen exploration wells being drilled during the first phase. GSPC, as
        operator and on behalf of the contracting parties, is engaged in seeking
        from
        the GOI its consent to an extension of the expiration date of the first phase
        of
        the exploration period and is also seeking to proceed to the second phase
        of the
        exploration period without relinquishing any of the contract area at the
        end of
        the first phase. In connection with the process of seeking these consents,
        on
        February 24, 2006, the management committee for the KG Offshore Block, which
        includes members representing the GOI, recommended a further extension of
        the
        first phase of twelve months to March 11, 2007. On February 9 2007, GSPC
        proposed to the Directorate General of Hydrocarbons, a body under the Ministry
        of Petroleum & Natural Gas (“DGH”) and to the GOI that the contracting
        parties proceed to the next exploration phase (Phase II) upon completion
        of
        Phase I which was expiring on March 11, 2007. It was also requested, on behalf
        of the contracting parties, to not relinquish any of the contract area at
        the
        end of Phase I. On March 12, 2007 DGH noted the option of GSPC, on behalf
        of the
        contracting parties, to enter phase two and advised that entry into phase
        two,
        effective March 12, 2007, is subject to the following conditions: (1) Any
        decision by the GOI on the substitution of the Work Program of Phase I will
        be
        binding on the contracting parties; and (2) Any decision by the GOI on
        relinquishment of the 25% of original contract Area (ie. 462 sq. kms.) under
        the
        PSC would be binding on the contracting parties. The extension of the first
        phase for the 18 months to March 11, 2007 would be deducted from the next
        succeeding exploration phase. As such the second phase would have a term
        of one
        year and expire March 11, 2008. As at April 13, 2007, five exploratory wells
        have been drilled and one exploratory well, the KG#16 well, is currently
        being
        drilled on the exploration block leaving eight exploration wells to be drilled.
        A seventh well, the KG#28 is also being drilled on the exploration block,
        but
        has been classified by the management committee as an appraisal well for
        the
        purposes of the PSC and not as an exploration well. Approval of the extension
        and the entering into the second phase of exploration under the PSC without
        relinquishment of any portion of the contract area from the GOI is currently
        outstanding. Unless this approval is granted, the Company may be liable for
        the
        consequences of non-fulfillment of the minimum work commitment in a given
        time
        frame under the PSC. The PSC has provisions for termination of the PSC on
        account of various reasons specified therein including material breach of
        the
        contract. Termination rights can be exercised after giving ninety days written
        notice. This failure to timely complete the minimum work commitment, though
        the
        Company has been advised by GSPC there is no precedence, ** may
        be
        deemed by the GOI to be a failure to comply with the provisions of the contract
        in a material particular.
  27
  The
        termination of the PSC ** by
        the
        GOI would result in the loss of the Company’s interest in the KG Offshore Block
        other than areas determined to encompass "commercial discoveries". The PSC
        sets
        forth procedures whereby the operator can obtain the review of the management
        committee under the PSC as to whether a discovery on the exploration block
        should be declared a commercial discovery under the PSC. Those procedures
        have
        not been completed at present with respect to the discovery on the KG Offshore
        Block and, accordingly, as of April 13, 2007, no areas on the KG Offshore
        Block
        have been determined formally to encompass "commercial discoveries *"* as
        that
        term is defined under the PSC.
  In
        the
        event the PSC is terminated by the Government of India, or in the event the
        work
        program is not fulfilled by the end of the relevant exploration phase, the
        PSC
        provides that each party to the PSC is to pay to the GOI its participating
        interest share of an amount which is equal to the amount that would be required
        to complete the minimum work program for that phase. We are of the view that
        GSPC, under the terms of our CIA, would be liable for our participating interest
        share of the amount required to complete the minimum work program for the
        phase.
  The
        PSC
        relating to the Mehsana Block expired without the required minimum of seven
        wells having been drilled. In October, 2006 the management committee under
        the
        PSC for the Mehsana Block approved a proposal to seek from the GOI an extension
        of the first exploration phase for a six month period from November 21, 2006
        to
        May 20, 2007 and on April 6, 2007 the members of the operating committee
        under
        the Mehsana Block operating agreement resolved to submit an application to
        the
        GOI for extension for an additional six months to November 20, 2007 to complete
        the minimum work program under Phase I. In seeking that extension, the joint
        venture partners agreed to provide a 100% Bank Guarantee and a 10% cash payment
        to be agreed upon based on pre-estimated liquidated damages for the unfinished
        minimum work program as reasonably determined by DGH, which has not yet been
        determined. As well, the contractor would be required to relinquish 25% of
        the
        block pursuant to the provisions of the PSC. The period of extension will
        be set
        off against the term of the Second Phase which would reduce Phase II to one
        year
        expiring November 20, 2008. Final consent to this extension is awaiting GOI
        approval.
  The
        PSC
        relating to the Sanand/Miroli Block expired without the required minimum
        of
        twelve wells having been drilled. On January 29, 2007 the management committee
        under the PSC for the Sanand/Miroli Block approved a proposal to seek from
        the
        GOI an extension of the first exploration phase for a six month period from
        January 28, 2007 to July 28, 2007. Final consent to this extension is awaiting
        GOI approval.
  28
  *Because
        Our Activities Have Only Recently Commenced And We Have No Operating History
        And
        Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance
        Of
        Our Profitability*
  Our
        oil
        and natural gas operations have been only recently established and we have
        very
        limited operating history, oil and gas reserves or assets upon which an
        evaluation of our business, our current business plans and our prospects
        can be
        based. Our prospects must be considered in light of the risks, expenses and
        problems frequently encountered by all companies in their early stages of
        development and, in particular, those engaged in exploratory oil and gas
        activities. Such risks include, without limitation:
  ·
              We
                  will experience failures to discover oil and gas in commercial
                  quantities;
  ·
              There
                  are uncertainties as to the costs to be incurred in our exploratory
                  drilling activities, cost overruns are possible and we may encounter
                  mechanical difficulties and failures in completing
                  wells;
  ·
              There
                  are uncertain costs inherent in drilling into unknown formations,
                  such as
                  over-pressured zones, high temperatures and tools lost in the hole;
                  and
  ·
              We
                  may make changes in our drilling plans and locations as a result
                  of prior
                  exploratory drilling.
  During
        the exploration phase prior to the start date of initial commercial production,
        we have a carried interest in the exploration activities on the KG Offshore
        Block. Our interests in our other exploration blocks are participating interests
        which require us to pay our proportionate share of exploration, drilling
        and
        development expenses on these blocks substantially as those expenses are
        incurred. Unexpected or additional costs can affect the commercial viability
        of
        producing oil and gas from a well and will affect the time when and amounts
        that
        we can expect to receive from any production from a well. Because our carried
        costs of exploration and drilling on the KG Offshore Block are to be repaid
        in
        full to the operator, GSPC, before we are entitled to any share of production,
        additional exploration and development expenses will reduce and delay any
        share
        of production and revenues we will receive.
  There
        can
        be no assurance that the ventures in which we are a participant will be
        successful in addressing these risks, and any failure to do so could have
        a
        material adverse effect on our prospects for the future. Our operations were
        recently established, and as such, we have no substantial operating history
        to
        serve as the basis to predict our ability to further the development of our
        business plan. Likewise, the outcome of our exploratory drilling activities,
        as
        well as our quarterly and annual operating results cannot be predicted.
        Consequently, we believe that period to period comparisons of our exploration,
        development, drilling and operating results will not necessarily be meaningful
        and should not be relied upon as an indication of our stage of development
        or
        future prospects. Through April 13, 2007, we abandoned two wells drilled
        on the
        KG Offshore Block, two wells on the Mehsana Block and three wells on the
        Tarapur
        Block and it is likely that in some future quarter our stage of development
        or
        operating or drilling results may fall below our expectations or the
        expectations of securities analysts and investors and that some of our drilling
        results will be unsuccessful and the wells abandoned. In such event, the
        trading
        price of our common stock may be materially and adversely affected.
 
 *We
        Expect to Have Substantial Requirements For Additional Capital That May Be
        Unavailable To Us Which Could Limit Our Ability To Participate In Our Existing
        and Additional Ventures Or Pursue Other Opportunities. Our Available Capital
        is
        Limited*
  In
        order
        to participate under the terms of our PSCs as well as in further joint venture
        arrangements leading to the possible grant of exploratory drilling
        opportunities, we will be required to contribute or have available to us
        material amounts of capital. Under the terms of our CIA relating to the KG
        Offshore Block, after the start date of initial commercial production on
        the KG
        Offshore Block, and under the terms of the nine other PSCs we are parties
        to, we
        are required to bear our proportionate share of costs during the exploration
        phases of those agreements. There can be no assurance that our currently
        available capital will be sufficient for these purposes or that any additional
        capital that is required will be available to us in the amounts and at the
        times
        required. Such capital also may be required to secure bonds in connection
        with
        the grant of exploration rights, to conduct or participate in exploration
        activities or be engaged in drilling and completion activities. We intend
        to
        seek the additional capital to meet our requirements from equity and debt
        offerings of our securities. Our ability to access additional capital will
        depend in part on the success of the ventures in which we are a participant
        in
        locating reserves of oil and gas and developing producing wells on the
        exploration blocks, the results of our management in locating, negotiating
        and
        entering into joint venture or other arrangements on terms considered
        acceptable, as well as the status of the capital markets at the time such
        capital is sought.
  29
  There
        can
        be no assurance that capital will be available to us from any source or that,
        if
        available, it will be at prices or on terms acceptable to us. Should we be
        unable to access the capital markets or should sufficient capital not be
        available, our activities could be delayed or reduced and, accordingly, any
        future exploration opportunities, revenues and operating activities may be
        adversely affected and could also result in our breach of the terms of a
        PSC
        which could result in the loss of our rights under the contract.
  As
        of
        December 31, 2006, we had cash and cash equivalents of approximately $33.4
        million. We currently expect that our available cash will be sufficient to
        fund
        us through the budget periods ending March 31, 2008 and through the balance
        of
        2007 at our present level of operations on the ten exploration blocks in
        which
        we are currently a participant including our newly acquired NELP-VI exploration
        blocks. Although exploration activity budgets are subject to ongoing review
        and
        revision, our present estimate of our commitments of capital pursuant to
        the
        terms of our PSCs relating to our six exploration blocks, excluding our newly
        acquired NELP-VI exploration blocks, totals approximately $12.7 million during
        the period April 1, 2007 to March 31, 2008. We anticipate total expenditures
        on
        the four newly acquired NELP-VI blocks for the first exploration phase which
        covers four years to be approximately $28 million. **** Any
        further PSC's we may seek to enter into or any expanded scope of our operations
        or other transactions that we may enter into may require us to fund our
        participation or capital expenditures with amounts of capital not currently
        available to us. We may be unsuccessful in raising the capital necessary
        to meet
        these capital requirements. There can be no assurance that we will be able
        to
        raise the capital.
  *India’s
        Regulatory Regime May Increase Our Risks And Expenses In Doing
        Business*
 All
        phases of the oil and gas exploration, development and production activities
        in
        which we are participating are regulated in varying degrees by the Indian
        government, either directly or through one or more governmental entities.
        The
        areas of government regulation include matters relating to restrictions on
        production, price controls, export controls, income taxes, expropriation
        of
        property, environmental protection and rig safety. In addition, the award
        of a
        PSC is subject to GOI consent and matters relating to the implementation
        and
        conduct of operations under the PSC are subject, under certain circumstances,
        to
        GOI consent. As a consequence, all future drilling and production programs
        and
        operations we undertake or are undertaken by the ventures in which we
        participate in India must be approved by the Indian government. Shifts in
        political conditions in India could adversely affect our business in India
        and
        the ability to obtain requisite government approvals in a timely fashion
        or at
        all. We, and our joint venture participants, must maintain satisfactory working
        relationships with the Indian government. This regulatory environment and
        possible delays inherent in that environment may increase the risks associated
        with our exploration and production activities and increase our costs of
        doing
        business.
 
 *Our
        Control By Directors And Executive Officers May Result In Those Persons Having
        Interests Divergent From Our Other Stockholders*
 As
        of
        April 13, 2007, our Directors and executive officers and their respective
        affiliates, in the aggregate, beneficially hold 32,523,667 shares or
        approximately 49.1% of our outstanding Common Stock. As a result, these
        stockholders possess significant influence over us, giving them the ability,
        among other things, to elect a majority of our Board of Directors and approve
        significant corporate transactions. These persons will retain significant
        control over our present and future activities and our other stockholders
        and
        investors may be unable to meaningfully influence the course of our actions.
        These persons may have interests regarding the future activities and
        transactions in which we engage which may diverge from the interests of our
        other stockholders. Such share ownership and control may also have the effect
        of
        delaying or preventing a change in control of us, impeding a merger,
        consolidation, takeover or other business combination involving us, or
        discourage a potential acquiror from making a tender offer or otherwise
        attempting to obtain control of us which could have a material adverse effect
        on
        the market price of our Common Stock. Although management has no intention
        of
        engaging in such activities, there is also a risk that the existing management
        will be viewed as pursuing an agenda which is beneficial to themselves at
        the
        expense of other stockholders.
  30
  *Our
        Reliance On A Limited Number Of Key Management Personnel Imposes Risks On
        Us
        That We Will Have Insufficient Management Personnel Available If The Services
        Of
        Any Of Them Are Unavailable*
 We
        are
        dependent upon the services of our President and Chief Executive Officer,
        Jean
        Paul Roy, and Executive Vice President and Chief Financial Officer, Allan
        J.
        Kent. The loss of either of their services could have a material adverse
        effect
        upon us. We currently do not have employment agreements with either of such
        persons or key man life insurance. The services of both Mr. Roy and Mr. Kent
        are
        provided pursuant to the terms of agreements with corporations wholly-owned
        by
        each of them. At present, Mr. Kent’s services are provided through an oral
        agreement with the corporation he owns. Accordingly, these agreements do
        not
        contain any provisions whereby Mr. Roy and Mr. Kent have direct contractual
        obligations to us to provide services or refrain from other
        activities.
  At
        present, our future is substantially dependent upon the geological and
        geophysical capabilities of Mr. Roy to locate oil and gas exploration
        opportunities for us and the ventures in which we are a participant. His
        inability to do the foregoing could materially adversely affect our future
        activities. We entered into a three-year TSA with RGB dated August 29, 2003,
        a
        company owed 100% by Mr. Roy, to perform such geological and geophysical
        duties
        and exercise such powers related thereto as we may from time to time assign
        to
        it. The expiration term of this contract has subsequently been extended to
        December 31, 2007. We have no agreement directly with Mr. Roy regarding his
        services to us.
 
 *Our
        Success Is Largely Dependent On The Success Of The Operators Of The Ventures
        In
        Which We Participate And Their Failure Or Inability To Properly Or Successfully
        Operate The Oil And Gas Exploration, Development And Production Activities
        On An
        Exploration Block, Could Materially Adversely Affect Us*
  At
        present, our only oil and gas interests are our contractual rights under
        the
        terms of the ten PSCs with the GOI that we have entered into. We are not
        and
        will not be the operator of any of the exploration, drilling and production
        activities conducted on our exploration blocks, with the exception of the
        DS
        block in which we are the operator. Accordingly, the realization of successes
        in
        the exploration of the blocks is substantially dependent upon the success
        of the
        operators in exploring for and developing reserves of oil and gas and their
        ability to market those reserves at prices that will yield a return to
        us.
  Under
        the
        terms of our CIA for the KG Offshore Block, we have a carried interest in
        the
        exploration activities conducted by the parties on the KG Offshore Block
        prior
        to the start date of initial commercial production. However, under the terms
        of
        that agreement, all of our proportionate share of capital costs for exploration
        and development activities must be repaid without interest over the projected
        production life or ten years, whichever is less. Our proportionate share
        of
        these costs and expenses expected to be incurred over the 6.5 year term of
        the
        PSC for which our interest is carried was originally estimated to be
        approximately $22.0 million. Additional drilling costs including the drilling
        to
        depths in excess of 5,000 meters, where higher downhole temperatures and
        pressures are encountered, versus shallower depths as originally anticipated,
        as
        well as the testing and completion costs of these wells, has resulted in
        additional costs exceeding originally estimated expenditures. As a consequence
        of these additional drilling costs incurred, as of April 13, 2007, the annual
        budget for the period April 1, 2007 to March 31, 2008 submitted to the
        Management Committee under the PSC for the KG Offshore Block estimates that
        GSPC
        will expend approximately $50.4 million attributed to us (including the amount
        attributable to RGM) under the CIA over the period April 1, 2007 to March
        31,
        2008. Further additional expenditures may be required for cost overruns and
        completions of commercially successful wells. We are unable to estimate the
        amount of additional expenditures GSPC will make as operator attributable
        to us
        prior to the start date of initial commercial production under the CIA or
        when,
        if ever, any commercial production will commence. Of these expenditures,
        50% are
        for the account of Roy Group (Mauritius) Inc. under the terms of the
        Participating Interest Agreement between us and Roy Group (Mauritius) Inc.
        We
        are not entitled to any share of production from the KG Offshore Block until
        such time as the expenditures attributed to us, including those expenditures
        made for the account of Roy Group (Mauritius) Inc., under the CIA, have been
        recovered by GSPC from future production revenue. Therefore, we are unable
        to
        estimate when we may commence to receive distributions from any production
        of
        hydrocarbon reserves found on the KG Offshore Block. As provided in the CIA,
        in
        addition to repaying our proportionate share of capital costs incurred for
        which
        we were carried, we will be required to bear our proportionate share of the
        expenditures attributable to us after the start date of initial commercial
        production on the KG Offshore Block.
  31
  *Certain
        Terms Of The Production Sharing Contracts May Create Additional Expenses
        And
        Risks That Could Adversely Affect Our Revenues And
        Profitability*
  The
        PSCs
        contain certain terms that may affect the revenues of the joint venture
        participants to the agreements and create additional risks for us. These
        terms
        include, possibly among others, the following:
  ·
              The
                  venture participants are required to complete certain minimum work
                  programs during the two or three phases of the terms of the PSCs.
                  In the
                  event the venture participants fail to fulfill any of these minimum
                  work
                  programs, the parties to the venture must pay to the GOI their
                  proportionate share of the amount that would be required to complete
                  the
                  minimum work program. Accordingly, we could be called upon to pay
                  our
                  proportionate share of the estimated costs of any incomplete work
                  programs. At April 13, 2007, we have failed to complete phase one
                  work
                  programs under three of our PSCs within the time periods agreed.
                  We have
                  applied to the GOI for extensions of these allotted time periods
                  and are
                  awaiting the GOI response.
  ·
              Until
                  such time as the GOI attains self sufficiency in the production
                  of crude
                  oil and condensate and is able to meet its national demand, the
                  parties to
                  the venture are required to sell in the Indian domestic market
                  their
                  entitlement under the PSCs to crude oil and condensate produced
                  from the
                  exploration blocks. In addition, the Indian domestic market has
                  the first
                  call on natural gas produced from the exploration blocks and the
                  discovery
                  and production of natural gas must be made in the context of the
                  government’s policy of utilization of natural gas and take into account
                  the objectives of the government to develop its resources in the
                  most
                  efficient manner and promote conservation measures. Accordingly,
                  this
                  provision could interfere with our ability to realize the maximum
                  price
                  for our share of production of
                  hydrocarbons;
  ·
              The
                  parties to each agreement that are not Indian companies, which
                  includes
                  us, are required to negotiate technical assistance agreements with
                  the GOI
                  or its nominee whereby such foreign company can render technical
                  assistance and make available commercially available technical
                  information
                  of a proprietary nature for use in India by the government or its
                  nominee,
                  subject, among other things, to confidentiality restrictions. Although
                  not
                  intended, this could increase each venture’s and our cost of operations;
                  and
  ·
              The
                  parties to each venture are required to give preference, including
                  the use
                  of tender procedures, to the purchase and use of goods manufactured,
                  produced or supplied in India provided that such goods are available
                  on
                  equal or better terms than imported goods, and to employ Indian
                  subcontractors having the required skills insofar as their services
                  are
                  available on comparable standards and at competitive prices and
                  terms.
                  Although not intended, this could increase the ventures and our
                  cost of
                  operations.
  These
        provisions of the PSCs, possibly among others, may increase our costs of
        participating in the ventures and thereby affect our profitability. Failure
        to
        fully comply with the terms of the PSCs creates additional risks for
        us.
 
 *The
        Requirements of Section 404 of the Sarbanes-Oxley Act of 2002 Require That
        We
        Undertake an Evaluation of Our Internal Controls That May Identify Internal
        Control Weaknesses.*
 The
        Sarbanes-Oxley Act of 2002 imposes new duties on us and our executives,
        directors, attorneys and independent registered public accounting firm. In
        order
        to comply with the Sarbanes-Oxley Act, we are evaluating our internal controls
        systems to allow management to report on, and our independent auditors to
        attest
        to, our internal controls. We have initiated establishing the procedures
        for
        performing the system and process evaluation and testing required in an effort
        to comply with the management certification and auditor attestation requirements
        of Section 404 of the Sarbanes-Oxley Act. We anticipate being able to fully
        implement the requirements relating to reporting on internal controls and
        all
        other aspects of Section 404 in a timely fashion. If we are not able to
        implement the reporting requirements of Section 404 in a timely manner or
        with
        adequate compliance, our management and/or our auditors may not be able to
        render the required certification and/or attestation concerning the
        effectiveness of the internal controls over financial reporting, we may be
        subject to investigation and/or sanctions by regulatory authorities, such
        as the
        Securities and Exchange Commission or American Stock Exchange, and our
        reputation may be harmed. Any such action could adversely affect our financial
        results and the market price of our common stock.
  32
  *Oil
        And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely
        Affect Our Financial Results*
 There
        is
        no assurance that there will be any market for oil or gas produced from the
        exploration blocks in which we hold an interest and our ability to deliver
        the
        production from any wells may be constrained by the absence of or limitations
        on
        collector systems and pipelines. Future price fluctuations could have a major
        impact on the future revenues from any oil and gas produced on these exploration
        blocks and thereby our revenue, and materially affect the return from and
        the
        financial viability of any reserves that are claimed. Historically, oil and
        gas
        prices and markets have been volatile, and they are likely to continue to
        be
        volatile in the future. A significant decrease in oil and gas prices could
        have
        a material adverse effect on our cash flow and profitability and would adversely
        affect our financial condition and the results of our operations. In addition,
        because world oil prices are quoted in and trade on the basis of U.S. dollars,
        fluctuations in currency exchange rates that affect world oil prices could
        also
        affect our revenues. Prices for oil and gas fluctuate in response to relatively
        minor changes in the supply of and demand for oil and gas, market uncertainty
        and a variety of additional factors that are beyond our control, including:
  ·
              political
                  conditions and civil unrest in oil producing regions, including
                  the Middle
                  East and elsewhere;
  ·
              the
                  domestic and foreign supply of oil and gas;
  ·
              quotas
                  imposed by the Organization of Petroleum Exporting Countries upon
                  its
                  members;
  ·
              the
                  level of consumer demand;
  ·
              weather
                  conditions;
  ·
              domestic
                  and foreign government regulations;
  ·
              the
                  price and availability of alternative fuels;
  ·
              overall
                  economic conditions; and
  ·
              international
                  political conditions.
  In
        addition, various factors may adversely affect the ability to market oil
        and gas
        production from our exploration blocks, including:
  ·
              the
                  capacity and availability of oil and gas gathering systems and
                  pipelines;
  ·
              the
                  ability to produce oil and gas in commercial quantities and to
                  enhance and
                  maintain production from existing wells and wells proposed to be
                  drilled;
  ·
              the
                  proximity of future hydrocarbon discoveries to oil and gas transmission
                  facilities and processing equipment (as well as the capacity of
                  such
                  facilities);
  ·
              the
                  effect of governmental regulation of production and transportation
                  (including regulations relating to prices, taxes, royalties, land
                  tenure,
                  allowable production, importing and exporting of oil and condensate
                  and
                  matters associated with the protection of the
                  environment);
  ·
              the
                  imposition of trade sanctions or embargoes by other
                  countries;
  ·
              the
                  availability and frequency of delivery vessels;
  ·
              changes
                  in supply due to drilling by others;
  ·
              the
                  availability of drilling rigs and qualified personnel; and
  ·
              changes
                  in demand.
  *Our
        Ability To Locate And Participate In Additional Exploration Opportunities
        And To
        Manage Growth May Be Limited By Reason Of Our Limited History Of Operations
        And
        The Limited Size Of Our Staff*
  While
        our
        President and Executive Vice President have had extensive experience in the
        oil
        and gas exploration business, we have been engaged in limited activities
        in the
        oil and gas business over approximately the past three years and have a limited
        history of activities upon which you may base your evaluation of our
        performance. As a result of our brief operating history and limited activities
        in oil and gas exploration activities, our success to date in entering into
        ventures to acquire interests in exploration blocks may not be indicative
        that
        we will be successful in entering into any further ventures. There can be
        no
        assurance that we will be successful in growing our oil and gas exploration
        and
        development activities.
  33
  Any
        future significant growth in our oil and gas exploration and development
        activities will place demands on our executive officers, and any increased
        scope
        of our operations will present challenges to us due to our current limited
        management resources. Our future performance will depend upon our management
        and
        its ability to locate and negotiate opportunities to participate in joint
        venture and other arrangements whereby we can participate in exploration
        opportunities. There can be no assurance that we will be successful in these
        efforts. Our inability to locate additional opportunities, to hire additional
        management and other personnel or to enhance our management systems could
        have a
        material adverse effect on our results of operations.
 
 *Our
        Future Performance Depends Upon Our Ability And The Ability Of The Ventures
        In
        Which We Participate To Find Or Acquire Oil And Gas Reserves That Are
        Economically Recoverable*
 Our
        success in developing our oil and gas exploration and development activities
        will be dependent upon establishing, through our participation with others
        in
        joint ventures and other similar activities, reserves of oil and gas and
        maintaining and possibly expanding the levels of those reserves. We and the
        joint ventures in which we may participate may not be able to locate and
        thereafter replace reserves from exploration and development activities at
        acceptable costs. Lower prices of oil and gas may further limit the kinds
        of
        reserves that can be developed at an acceptable cost. The business of exploring
        for, developing or acquiring reserves is capital intensive. We may not be
        able
        to make the necessary capital investment to enter into joint ventures or
        similar
        arrangements to maintain or expand our oil and gas reserves if capital is
        unavailable to us and the ventures in which we participate. In addition,
        exploration and development activities involve numerous risks that may result
        in
        dry holes, the failure to produce oil and gas in commercial quantities, the
        inability to fully produce discovered reserves and the inability to enhance
        production from existing wells.
  We
        expect
        that we will continually seek to identify and evaluate joint venture and
        other
        exploration opportunities for our participation as a joint venture participant
        or through some other arrangement. Our ability to enter into additional
        exploration activities will be dependent to a large extent on our ability
        to
        negotiate arrangements with others and with various governments and governmental
        entities whereby we can be granted a participation in such ventures. There
        can
        be no assurance that we will be able to locate and negotiate such arrangements,
        have sufficient capital to meet the costs involved in entering into such
        arrangements or that, once entered into, that such exploration activities
        will
        be successful. Successful acquisition of exploration opportunities can be
        expected to require, among other things, accurate assessments of potential
        recoverable reserves, future oil and gas prices, projected operating costs,
        potential environmental and other liabilities and other factors. Such
        assessments are necessarily inexact, and as estimates, their accuracy is
        inherently uncertain. We cannot assure you that we will successfully consummate
        any further exploration opportunities or joint venture or other arrangements
        leading to such opportunities.
 
 *Estimating
        Reserves And Future Net Revenues Involves Uncertainties And Oil And Gas Price
        Declines May Lead To Impairment Of Oil And Gas Assets*
 Currently,
        we do not claim any proved reserves of oil or natural gas. Any reserve
        information that we may provide in the future will represent estimates based
        on
        reports prepared by independent petroleum engineers, as well as internally
        generated reports. Petroleum engineering is not an exact science. Information
        relating to proved oil and gas reserves is based upon engineering estimates
        derived after analysis of information we furnish or furnished by the operator
        of
        the property. Estimates of economically recoverable oil and gas reserves
        and of
        future net cash flows necessarily depend upon a number of variable factors
        and
        assumptions, such as historical production from the area compared with
        production from other producing areas, the assumed effects of regulations
        by
        governmental agencies and assumptions concerning future oil and gas prices,
        future operating costs, severance and excise taxes, capital expenditures
        and
        workover and remedial costs, all of which may in fact vary considerably from
        actual results. Oil and gas prices, which fluctuate over time, may also affect
        proved reserve estimates. For these reasons, estimates of the economically
        recoverable quantities of oil and gas attributable to any particular group
        of
        properties, classifications of such reserves based on risk of recovery and
        estimates of the future net cash flows expected therefrom prepared by different
        engineers or by the same engineers at different times may vary substantially.
        Actual production, revenues and expenditures with respect to reserves we
        may
        claim will likely vary from estimates, and such variances may be material.
        Either inaccuracies in estimates of proved undeveloped reserves or the inability
        to fund development could result in substantially reduced reserves. In addition,
        the timing of receipt of estimated future net revenues from proved undeveloped
        reserves will be dependent upon the timing and implementation of drilling
        and
        development activities estimated by us for purposes of the reserve report.
  34
  Quantities
        of proved reserves are estimated based on economic conditions in existence
        in
        the period of assessment. Lower oil and gas prices may have the impact of
        shortening the economic lives on certain fields because it becomes uneconomic
        to
        produce all recoverable reserves on such fields, thus reducing proved property
        reserve estimates. If such revisions in the estimated quantities of proved
        reserves occur, it will have the effect of increasing the rates of depreciation,
        depletion and amortization on the affected properties, which would decrease
        earnings or result in losses through higher depreciation, depletion and
        amortization expense. The revisions may also be sufficient to trigger impairment
        losses on certain properties that would result in a further non-cash charge
        to
        earnings.
 
 ***Risks
        Relating To The Market For Our Common Stock***
 *Volatility
        Of Our Stock Price*
 The
        public market for our common stock has been characterized by significant
        price
        and volume fluctuations. There can be no assurance that the market price
        of our
        common stock will not decline below its current or historic price ranges.
        The
        market price may bear no relationship to the prospects, stage of development,
        existence of oil and gas reserves, revenues, earnings, assets or potential
        of
        our company and may not be indicative of our future business performance.
        The
        trading price of our common stock could be subject to wide fluctuations.
        Fluctuations in the price of oil and gas and related international political
        events can be expected to affect the price of our common stock. In addition,
        the
        stock market in general has experienced extreme price and volume fluctuations
        that have affected the market price for many companies which fluctuations
        have
        been unrelated to the operating performance of these companies. These market
        fluctuations, as well as general economic, political and market conditions,
        may
        have a material adverse effect on the market price of our company's common
        stock. In the past, following periods of volatility in the market price of
        a
        company's securities, securities class action litigation has often been
        instituted against such companies. Such litigation, if instituted, and
        irrespective of the outcome of such litigation, could result in substantial
        costs and a diversion of management's attention and resources and have a
        material adverse effect on our company's business, results of operations
        and
        financial condition.
  **Item
        7. Financial Statements**
 
 Our
        Financial Statements are included in a separate section of this report. See
        page
        F-1.
 
 **Item
        8. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure**
 
 No
        disclosure is required in response to this Item 8.
 
 **Item
        8A. Controls and Procedures**
 
 Under
        the
        supervision and with the participation of our management, including Jean
        Paul
        Roy, our President and Chief Executive Officer, and Allan J. Kent, our Executive
        Vice President and Chief Financial Officer, we have evaluated the effectiveness
        of the design and operation of our disclosure controls and procedures within
        90
        days of the filing date of this annual report, and, based on their evaluation,
        Mr. Roy and Mr. Kent have concluded that these controls and procedures are
        effective. There were no significant changes in our internal controls or
        in
        other factors that could significantly affect these controls subsequent to
        the
        date of their evaluation.
  Disclosure
        controls and procedures are our controls and other procedures that are designed
        to ensure that information required to be disclosed by us in the reports
        that we
        file or submit under the Exchange Act are recorded, processed, summarized
        and
        reported, within the time periods specified in the Securities and Exchange
        Commission's rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed by us in the reports that we file or submit under
        the
        Exchange Act is accumulated and communicated to our management, including
        Mr.
        Roy and Mr. Kent, as appropriate to allow timely decisions regarding required
        disclosure.
  35
  **Item
        8B. Other Information**
 
 No
        information is required to be disclosed in response to this Item
        8B.
  **PART
        III**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with
        Section 16(a) of the Exchange Act**
 
 Our
        Directors and Executive Officers and their ages are as follows:
  **NAME**
              **AGE**
              **EMPLOYMENT
                  HISTORY**Jean
                  Paul Roy
              50
              Mr.
                  Roy was elected a Director, President and Chief Executive Officer
                  on
                  August 29, 2003. For more than the past five years, Mr. Roy has
                  been
                  consulting in the oil and gas industry through his private company,
                  GeoGlobal Technologies Inc. which he owns 100%. Mr. Roy has in
                  excess of
                  20 years of geological and geophysical experience in basins worldwide
                  as
                  he has worked on projects throughout India, North and South America,
                  Europe, the Middle East, the former Soviet Union and South East
                  Asia. His
                  specialties include modern seismic data acquisition and processing
                  techniques, and integrated geological and geophysical data interpretation.
                  Since 1981 he has held geophysical positions with Niko Resources
                  Ltd.,
                  Gujarat State Petroleum Corporation, Reliance Industries, Cubacan
                  Exploration Inc., PetroCanada, GEDCO, Eurocan USA and British Petroleum.
                  Mr. Roy graduated from St. Mary’s University of Halifax, Nova Scotia in
                  1982 with a B.Sc. in Geology and has been certified as a Professional
                  Geophysicist. Mr. Roy is a resident of Guatemala.Allan
                  J. Kent
              53
              Mr.
                  Kent was elected a Director, Executive Vice President and Chief
                  Financial
                  Officer of our company on August 29, 2003. Mr. Kent has in excess
                  of 20
                  years experience in the area of oil and gas exploration finance
                  and has,
                  since 1987, held a number of senior management positions and directorships
                  with Cubacan Exploration Inc., Endeavour Resources Inc. and MacDonald
                  Oil
                  Exploration Ltd., all publicly listed companies. Prior thereto,
                  beginning
                  in 1980, he was a consultant in various capacities to a number
                  of
                  companies in the oil and gas industry. He received his Bachelor
                  of
                  Mathematics degree in 1977 from the University of Waterloo,
                  Ontario.Brent
                  J. Peters
              34
              Mr.
                  Peters was elected a Director of our company on February 25, 2002.
                  Mr.
                  Peters has been Vice President of Finance and Treasurer of Northfield
                  Capital Corporation, a publicly traded investment company acquiring
                  shares
                  in public and private corporations since 1997. Mr. Peters has a
                  Bachelor
                  of Business Administration degree, specializing in
                  accounting.Peter
                  R. Smith
              59
              Mr.
                  Smith was elected a Director and Chairman of the Board of our company
                  on
                  January 8, 2004. Mr. Smith was elected Vice Chairman of the Board
                  of the
                  Greater Toronto Transportation Authority (GO Transit) in March
                  2004, and a
                  director of Tarion Warranty Corporation (a Canadian new home warranty
                  company) in April 2004. Since 1989, Mr. Smith has been President
                  and
                  co-owner of Andrin Limited, a large developer/builder of housing
                  in
                  Canada. Mr. Smith has held the position of Chairman of the Board
                  of
                  Directors, Canada Mortgage and Housing Corporation (CMHC), from
                  September
                  1995 to September 2003**.**On
                  February 14, 2001, the Governor General of Canada announced the
                  appointment of Mr. Smith as a Member of the Order of Canada, effective
                  November 15, 2000. Mr. Smith holds a Masters Degree in Political
                  Science
                  (Public Policy) from the State University of New York, and an Honours
                  B.A.
                  History and Political Science, Dean’s Honour List, McMaster University,
                  Ontario.
  36
 
 **NAME**
              **AGE**
              **EMPLOYMENT
                  HISTORY**Michael
                  J. Hudson
              60
              Mr.
                  Hudson was elected a Director of our company on May 17, 2004. Mr.
                  Hudson
                  is a retired partner with the accounting firm Grant Thornton LLP.
                  Mr.
                  Hudson was with Grant Thornton for 20 years and with his experience
                  in the
                  oil and gas industry he was responsible for Assurance services
                  and
                  providing advice to private, not-for-profit and public company
                  clients
                  listed on Canadian and US exchanges. Mr. Hudson spent two years
                  in London,
                  England assisting the Institute of Chartered Accountants in England
                  and
                  Wales with the start up of a consulting service to members on best
                  practices for the management of their firms including ethics and
                  governance issues. Upon returning to Canada he went on secondment
                  for 18
                  months with the Auditor General of Canada to learn and apply the
                  disciplines of "value for money" auditing. He was co-director of
                  the
                  comprehensive (value for money) audit of Statistics Canada reporting
                  in
                  the 1983 Auditor General’s Report.Dr.
                  Avinash Chandra
              64
              Dr.
                  Chandra was elected a Director of our company on October 1, 2005.
                  Dr.
                  Chandra has over 40 years of experience in the international as
                  well as
                  the Indian oil and gas sector. He was the first Directorate General
                  of
                  Hydrocarbons, at the level of Special Secretary to the Government
                  of India
                  for a period of 10 years until his retirement in 2003. Dr. Chandra
                  received his Ph.D. in petroleum geology from the Imperial College,
                  University of London, United Kingdom. His post graduate work includes
                  a
                  Post Graduate Diploma of Imperial College in Petroleum Geology
                  and
                  Petroleum Reservoir Engineering as well as a M.Sc. (Applied Geology)
                  and
                  B.Sc. (Hons) from the Lucknow University in
                  India.
  Mr.
        Roy,
        Mr. Kent, Mr. Peters, Mr. Smith, Mr. Hudson and Dr. Chandra have been elected
        to
        serve as Directors of our company until our annual meeting of stockholders
        in
        2007 and the election and qualification of their successors.
  Our
        Board
        of Directors has determined that Messrs. Peters, Smith, Hudson and Dr. Chandra
        are "independent directors" under the listing standards of the American Stock
        Exchange. Our Board of Directors had two meetings in person during the year
        ended December 31, 2006.
 
 ***Director
        and Officer Securities Reports***
 The
        Federal securities laws require our Directors and executive officers, and
        persons who own more than ten percent (10%) of a registered class of our
        equity
        securities to file with the Securities and Exchange Commission initial reports
        of ownership and reports of changes in ownership of any of our equity
        securities. Copies of such reports are required to be furnished to us. To
        our
        knowledge, based solely on a review of the copies of such reports and other
        information furnished to us, all persons subject to these reporting requirements
        filed the required reports on a timely basis with respect to the year ended
        December 31, 2006.
 
 ***Audit
        Committee and Audit Committee Financial Expert***
 Our
        Board
        of Directors had appointed an Audit Committee consisting of Messrs. Hudson,
        who
        is the Chairman, Mr. Peters and Dr. Chandra. Our Board of Directors has
        determined that all three of these individuals are "independent directors"
        under
        the listing standards of the American Stock Exchange. Under our Audit Committee
        Charter, adopted on March 26, 2004, our Audit Committee’s responsibilities
        include, among other responsibilities, the appointment, compensation and
        oversight of the work performed by our independent auditor, the adoption
        and
        assurance of compliance with a pre-approval policy with respect to services
        provided by the independent auditor, at least annually, obtain and review
        a
        report by our independent auditor as to relationships between the independent
        auditor and our company so as to assure the independence of the independent
        auditor, review the annual audited and quarterly financial statements with
        our
        management and the independent auditor, and discuss with the independent
        auditor
        their required disclosure relating to the conduct of the audit.
  Our
        Board
        of Directors has determined that Mr. Michael J. Hudson has the attributes
        of an
        Audit Committee Financial Expert.
  Our
        Audit
        Committee had five meetings during the year ended December 31,
        2006.
  37
  ***Compensation
        Committee***
 Our
        Compensation Committee consists of Mr. Hudson, who is the Chairman, and Mr.
        Peters **.** Our
        Compensation Committee, among other things, exercises general responsibility
        regarding overall employee and executive compensation. Our Compensation
        Committee sets the annual salary, bonus and other benefits of the President
        and
        the Chief Executive Officer and approves compensation for all our other
        executive officers, consultants and employees after considering the
        recommendations of our President and Chief Executive Officer ***.***
 
 ***Nominating
        Committee***
 Our
        Nominating Committee consists of Mr. Smith, Mr. Peters and Mr. Hudson. Our
        Nominating Committee, among other things, exercises general responsibility
        regarding the identification of individuals qualified to become Board members
        and recommend that the Board select the director nominees for the next annual
        meeting of stockholders. Our Board of Directors had determined that Messrs.
        Smith, Peters and Hudson are "independent directors" under the listing standards
        of the American Stock Exchange. Our Board of Directors has adopted a charter
        for
        the nominating committee.
 
 ***Code
        of Ethics***
 We
        have
        adopted a Code of Ethics that applies to our principal executive officer
        and
        principal financial and accounting officer. A copy of our Code of Ethics
        was
        filed as an exhibit to our Annual Report on Form 10-KSB for the year ended
        December 31, 2003.
 
 **Item
        10. Executive Compensation**
 
 The
        following table sets forth the compensation of our principal executive officer
        and all of our other executive officers for the two fiscal years ended December
        31, 2006 who received total compensation exceeding $100,000 for the year
        ended
        December 31, 2006 and who served in such capacities at December 31, 2006.
 
 **SUMMARY
        COMPENSATION TABLE**
 **Annual
        Compensation**
 Name
                    and Principal Position
                Year
                Salary
                  ($)
                Bonus
                  ($)
                Stock
                    Awards
                  ($)
                Option
                    Awards
                  ($)(1)
                Non-Equity
                    Incentive Plan Compen-
                  sation
                  ($)
                Nonqualified
                    Deferred Compen-
                  Sation
                  Earnings
                  ($)
                All
                    Other Compen-sation
                  ($)
                Total
                  ($)(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)
                (i)
                (j)Jean
                    Paul Roy,
                2006
                350,000
                -0-
                -0-
                570,500
                Nil
                Nil
                44,280(5)
                964,780President
                    & CEO
                2005
                250,000
                60,000
                -0-
                186,600
                Nil
                Nil
                40,700(6)
                537,300Allan
                    J. Kent,
                2006
                185,000
                -0-
                -0-
                570,500
                Nil
                Nil
                Nil
                755,500Exec
                    VP & CFO
                2005
                120,000
                30,000
                -0-
                186,600
                Nil
                Nil
                Nil
                336,600
 (1)
              Represents
                  the dollar amount recognized for financial statement reporting
                  purposes
                  with respect to the fiscal year in accordance with FAS 123R. See
                  Note 8 to
                  Notes to Financial Statements for the year ended December 31,
                  2006.
 (2)
              Messrs.
                  Roy and Kent are also Directors of our company; however they receive
                  no
                  additional compensation for serving in those
                  capacities.
 (3)
              The
                  salary and bonus amounts are paid to RGB, a Barbados company wholly
                  owned
                  by Mr. Roy, pursuant to the terms of a TSA described
                  below.
 (4)
              The
                  salary and bonus amounts are paid to D.I. Investments Ltd., a company
                  controlled by Mr. Kent, pursuant to an oral arrangement described
                  below.
 (5)
              Costs
                  paid for by the Company included in this amount are $18,780 for
                  airfare
                  for the family of Mr. Roy to travel to India from their home two
                  times
                  during the calendar year and $25,500 for medical coverage for Mr.
                  Roy and
                  his family.
 (6)
              Costs
                  paid for by the Company included in this amount are $16,800 for
                  airfare
                  for the family of Mr. Roy to travel to India from their home two
                  times
                  during the calendar year, $23,400 for medical coverage for Mr.
                  Roy and his
                  family and $500 for membership
                  fees.
  38
  *Narrative
        Disclosure to Summary Compensation Table.*
 On
        August
        29, 2003, we entered into a TSA with RGB, a company organized under the laws
        of
        Barbados and wholly owned by Mr. Roy. Under the agreement, RGB agreed to
        perform
        such geologic and geophysical duties as are assigned to it by us. The term
        of
        the agreement, as amended, extends through December 31, 2007 and continues
        for
        successive periods of one year thereafter unless otherwise agreed by the
        parties
        or either party has given notice that the agreement will terminate at the
        end of
        the term. On January 31, 2006, the terms of the agreement were amended to
        extend
        the term of the agreement from August 31, 2006 to December 31, 2007 and amended
        the fee payable from $250,000 to $350,000 effective January 1, 2006. RGB
        also is
        reimbursed for authorized travel and other out-of-pocket expenses. The agreement
        prohibits RGB from disclosing any of our confidential information and from
        competing directly or indirectly with us for a period ending December 31,
        2007
        with respect to any acquisition, exploration, or development of any crude
        oil,
        natural gas or related hydrocarbon interests within the area of the country
        of
        India. The agreement may be terminated by either party on 30 days’ prior written
        notice, provided, however, the confidentiality and non-competition provisions
        will survive the termination.
  D.I.
        Investments Ltd., a company controlled by Mr. Kent, is paid by us for consulting
        services. The services of Mr. Kent are provided to us pursuant to the oral
        arrangement with D.I. Investments Ltd. The oral agreement has been amended
        to
        provide for an annual fee payable of $185,000 effective January 1, 2006.
  We
        do not
        have any employment agreements with any of our named executive officers or
        other
        significant employees.
 
 ***Outstanding
        Equity Awards at*** ****** ***December
        31, 2006*** **.**
 
 The
        following table provides information with respect to our named executive
        officers above regarding outstanding equity awards held at December 31, 2006.
 **Option
                  Awards**
              **Stock
                  Awards**Name
              Number
                  of securities underlying unexercised Options
                (#)
                Exercisable/
                Unexercisable
              Equity
                  Incentive Plan Awards:
                Number
                  of Securities Underlying Unexercised Unearned Options
                (#)
              Option
                  Exercise Price
                ($)
              Option
                  Expiration Date
              Number
                  of shares or units of Stock held that have not vested
                (#)
              Market
                  value of shares or units of Stock held that have not vested
                ($)
              Equity
                  Incentive Plan Awards: Number of Unearned Shares, Units or Other
                  Rights
                  That Have Not Vested
                (#)
              Equity
                  Incentive Plan Awards: Market or payout value of Unearned Shares,
                  Units or
                  Other Rights That Have Not Vested
                ($)(a)
              (b-c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)
              (j)Jean
                  Paul Roy
              300,000
              -0-
              $1.10
              08/31/08
              -0-
              -0-
              -0-
              -0-250,000/
              -0-
              $3.95/
              07/25/16/
              -0-
              -0-
              -0-
              -0-250,000(1)
              
              $3.95
              07/25/16Allan
                  J. Kent
              300,000
              -0-
              $1.10
              08/31/08
              -0-
              -0-
              -0-
              -0-250,000/
              -0-
              $3.95/
              07/25/16/
              -0-
              -0-
              -0-
              -0-250,000(1)
              
              $3.95
              07/25/16
 1)
              Such
                  unexercisable options will become exercisable on July 25,
                  2007.
  39
  ***Director
        Compensation***
  The
        following table provides information with respect to compensation of our
        Directors during the year ended December 31, 2006. The compensation paid
        to our
        named executive officers who are also Directors is reflected in the Summary
        Compensation Table above.
 Name
                Fees
                    earned or paid in cash
                  ($)
                Stock
                    Awards
                  ($)(1)
                Option
                    Awards
                  ($)(1)
                Non-Equity
                    Incentive Plan Compensation
                  ($)
                Non-Qualified
                    Deferred Compensation Earnings
                All
                    Other Compensation
                  ($)
                Total
                  ($)(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)Peter
                    Smith
                $3,500
                -0-
                102,850
                -0-
                -0-
                -0-
                106,350Brent
                    Peters
                $3,500
                -0-
                102,850
                -0-
                -0-
                -0-
                106,350Michael
                    Hudson
                $4,000
                -0-
                102,850
                -0-
                -0-
                -0-
                106,850Dr.
                    Avinash Chandra
                $1,500
                -0-
                102,850
                -0-
                -0-
                -0-
                104,350
 (1)
              Represents
                  the dollar amount recognized for financial statement reporting
                  purposes
                  with respect to the fiscal year in accordance with FAS 123R. See
                  Note 6b
                  to Notes to Financial Statements for the year ended December 31,
                  2006.
 
 Our
        non-employee Board members receive cash compensation of $1,000 for personally
        attending each board meeting and $500 for attendance by phone. During the
        year
        ended December 31, 2006, each non-employee Board member was paid a total
        of
        $3,500 to each of Peter Smith and Brent Peters, $4,000 to Michael Hudson
        and
        $1,500 to Dr. Avinash Chandra. Our Directors are also reimbursed for their
        out-of-pocket expenses in attending meetings. Pursuant to the terms of our
        1998
        Stock Incentive Plan, each non-employee Director automatically receives an
        option grant for 50,000 shares on the date such person joins the Board. In
        addition, on the date of each annual stockholder meeting, provided such person
        has served as a non-employee Director for at least six months, each non-employee
        Board member who is to continue to serve as a non-employee Board member will
        automatically be granted an option to purchase 50,000 shares. Each such option
        has a term of ten years, subject to earlier termination following such person's
        cessation of Board service, and is subject to certain vesting provisions.
        For
        the purposes of the automatic grant provisions of the Plan, all of our
        Directors, other than Messrs. Roy and Kent are considered non-employee Board
        members.
  40
  **Item
        11. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters**
 
 Set
        forth
        below is information concerning the Common Stock ownership of all persons
        known
        by us to own beneficially 5% or more of our Common Stock, and the Common
        Stock
        ownership of each of our Directors and all Directors and officers as a group,
        as
        of April 13, 2007. As of April 13, 2007, we had 66,228,256 shares of Common
        Stock outstanding.
  **Name
                  and Address of Beneficial Owner**
              **Number
                  of Shares Beneficially Owned**(1)
              **Percentage
                  of Outstanding Common Stock**Jean
                  Paul Roy(2)
                c/o
                  GeoGlobal Resources Inc.
                Suite
                  310, 605 - 1 Street SW
                Calgary,
                  Alberta T2P 3S9
              32,566,000(3)
              49.2%Allan
                  J. Kent
                c/o
                  GeoGlobal Resources Inc.
                Suite
                  310, 605 - 1 Street SW
                Calgary,
                  Alberta T2P 3S9
              925,000(4)
              1.4%Brent
                  J. Peters
                c/o
                  Northfield Capital Corporation
                Suite
                  301, 141 Adelaide Street West
                Toronto,
                  ON M5H 3L5
              121,567(5)
              Less
                  than 0.5%Peter
                  R. Smith
                c/o
                  Andrin Limited
                Suite
                  202, 197 County Court Boulevard
                Brampton,
                  Ontario L6W 4P6
              50,000(6)
              Less
                  than 0.5%Michael
                  J. Hudson
                439
                  Mayfair Avenue
                Ottawa,
                  ON K1Y 0K7
              60,000(7)
              Less
                  than 0.5%Dr.
                  Avinash Chandra
                B-102,
                  Sector 26
                Noida,
                  Uttar Pradesh
                India
                  201301
              67,767(8)
              Less
                  than 0.5%All
                  officers and directors as a group (6 persons)
              33,790,334
              51.1%
  (1)
              For
                  purposes of the above table, a person is considered to "beneficially
                  own"
                  any shares with respect to which he or she exercises sole or shared
                  voting
                  or investment power or of which he or she has the right to acquire
                  the
                  beneficial ownership within 60 days following April 13,
                  2007.
 (2)
              Of
                  the shares held beneficially by Mr. Roy, an aggregate of 5 million
                  shares
                  are held in escrow pursuant to the terms of the agreement whereby
                  we
                  purchased the outstanding capital stock of GeoGlobal Resources
                  (India)
                  Inc. from Mr. Roy. Under the terms of the escrow agreement, Mr.
                  Roy has
                  the voting rights with respect to these
                  shares.
 (3)
              Includes
                  32,016,000 shares of Common Stock and 550,000 options to purchase
                  Common
                  Stock exercisable within 60 days of April 13,
                  2007
 (4)
              Includes
                  375,000 shares of Common Stock and 550,000 options to purchase
                  Common
                  Stock exercisable within 60 days of April 13,
                  2007.
 (5)
              Includes
                  71,567 shares of Common Stock and options to purchase 50,000 shares
                  of
                  Common Stock exercisable within 60 days of April 13,
                  2007.
 (6)
              Includes
                  options to purchase 50,000 shares of Common Stock exercisable within
                  60
                  days of April 13, 2007.
 (7)
              Includes
                  10,000 shares of Common Stock and options to purchase 50,000 shares
                  of
                  Common Stock exercisable within 60 days of April 13,
                  2007.
 (8)
              Includes
                  51,100 shares of Common Stock and options to purchase 16,667 shares
                  of
                  Common Stock exercisable within 60 days of April 13,
                  2007.
  41
  ***Securities
        Authorized for Issuance Under Equity Compensation
        Plans***
 We
        have
        one equity compensation plan for our employees, directors and consultants
        pursuant to which options, rights or shares may be granted or issued. It
        is
        referred to as our 1998 Stock Incentive Plan ("the Plan"). See Note 5 to
        the
        Notes to Consolidated Financial Statements to the attached financial statements
        for further information on the material terms of this plan.
  At
        the
        annual stockholder meeting held on June 14, 2006, the stockholders of the
        Company approved amendments to the Plan to increase the shares of Common
        Stock
        reserved for issuance under the Plan from 8,000,000 shares to 12,000,000
        shares.
  The
        following table provides information as of December 31, 2006 with respect
        to our
        compensation plans (including individual compensation arrangements), under
        which
        securities are authorized for issuance aggregated as to (i) compensation
        plans
        previously approved by stockholders, and (ii) compensation plans not previously
        approved by stockholders:
  *E* ***quity
        Compensation Plan Information***
  **(a)**
              
              **(b)**
              
              **(c)****Plan
                  Category**
              
              **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))**Equity
                  compensation plans approved by security holders
              
              
              3,517,500
              
              $
              3.37
              
              
              3,650,697Equity
                  compensation plans not approved by security holders
              
              
              0
              
              
              0
              
              
              0Total
              
              
              3,517,500
              
              $
              3.37
              
              
              3,650,697
 
 **Item
        12. Certain Relationships and Related Transactions**
 
 On
        March
        27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with
        RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI
        consent, 50% of the benefits and obligations of the PSC covering the Exploration
        Block KG-OSN-2001/3 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
        participating interest in the PSC-KG and a net 5% carried interest in the
        CIA.
        Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal
        retains
        the exclusive right to deal with the other parties to the PSC-KG and the
        CIA and
        is entitled to make all decisions regarding the interest assigned to RGM.
        RGM
        has agreed to be bound by and be responsible for the actions taken by,
        obligations undertaken and costs incurred by GeoGlobal in regard to RGM's
        interest, and to be liable to GeoGlobal for its share of all costs, interests,
        liabilities and obligations arising out of or relating to the RGM interest.
        RGM
        has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
        damages or liabilities incurred by reason of RGM's failure to pay the same.
  Subject
        to obtaining the government consent to the assignment, RGM is entitled to
        all
        income, receipts, credits, reimbursements, monies receivable, rebates and
        other
        benefits in respect of its 5% interest which relate to the PSC-KG. **** GeoGlobal
        has a right of set-off against sums owing to GeoGlobal by RGM. In the event
        that
        the Indian government consent is delayed or denied, resulting in either RGM
        or
        GeoGlobal being denied an economic benefit it would have realized under the
        PIA,
        the parties agreed to amend the PIA or take other reasonable steps to assure
        that an equitable result is achieved consistent with the parties' intentions
        contained in the PIA. In the event the consent is denied, neither party is
        entitled to assert any claim against the other except as is specifically
        set
        forth in the agreement. We have not yet obtained the consent of the GOI.
        As a
        consequence of this transaction the Company reports its holdings under the
        PSC-KG and CIA as a net 5% PI.
  42
  Roy
        Group
        (Mauritius) Inc. further agreed in the Participating Interest Agreement that
        it
        would not dispose of any interest in the agreement, its 5% interest, or the
        shares of Roy Group (Mauritius) Inc. without first giving notice to GeoGlobal
        India of the transaction, its terms, including price, and the identity of
        the
        intended assignee and any other material information, and GeoGlobal India
        has
        the first right to purchase the interest proposed to be sold on the terms
        contained in the notice to GeoGlobal India. GeoGlobal India is now our
        wholly-owned subsidiary corporation.
  On
        August
        29, 2003, we entered into a TSA with RGB, a company organized under the laws
        of
        Barbados and wholly owned by Mr. Roy. Under the agreement, RGB agreed to
        perform
        such geologic and geophysical duties as are assigned to it by us. The term
        of
        the agreement, as amended, extends through December 31, 2007 and continues
        for
        successive periods of one year thereafter unless otherwise agreed by the
        parties
        or either party has given notice that the agreement will terminate at the
        end of
        the term. On January 31, 2006, the terms of the agreement were amended to
        extend
        the term of the agreement from August 31, 2006 to December 31, 2007 and amended
        the fee payable from $250,000 to $350,000 effective January 1, 2006. RGB
        also is
        reimbursed for authorized travel and other out-of-pocket expenses. The agreement
        prohibits RGB from disclosing any of our confidential information and from
        competing directly or indirectly with us for a period ending December 31,
        2007
        with respect to any acquisition, exploration, or development of any crude
        oil,
        natural gas or related hydrocarbon interests within the area of the country
        of
        India. The agreement may be terminated by either party on 30 days’ prior written
        notice, provided, however, the confidentiality and non-competition provisions
        will survive the termination. RGB received $350,000 from us during 2006
        ($250,000 plus a bonus of $60,000 in 2005, $250,000 in 2004 and $83,333 in
        2003), under the terms of this agreement.
  RGB
        was
        also reimbursed for medical insurance and expenses, travel, hotel, meals
        and
        entertainment expenses, computer costs, and amounts billed to third parties
        incurred by Mr. Roy during 2006 totaling $134,637. At December 31, 2006,
        the
        Company owed RGB $29,976 for services provided and expenses incurred pursuant
        to
        the TSA which amount bears no interest and has no set terms of
        repayment.
  During
        the year ended December 31, 2006, D.I. Investments Ltd. a company controlled
        by
        Mr. Kent, was paid $185,000 ($120,000 plus a bonus of $30,000 in 2005, $120,000
        in 2004 and $61,715 in 2003) by us for consulting services of Mr. Kent which
        are
        provided to us pursuant to an oral arrangement amended effective January
        1,
        2006. D.I. Investments Ltd. was also reimbursed $38,442 for office costs,
        including rent, parking, office supplies and telephone as well as travel,
        hotel,
        meals and entertainment expenses incurred throughout 2006. At December 31,
        2006,
        the Company owed D.I. Investments Ltd. $nil as a result of services provided
        and
        expensed incurred on behalf of the Company.
  During
        the year ended December 31, 2006, Amicus Services Inc. a company controlled
        by
        Mr. Vincent Roy, a brother of Mr. Jean Roy, received from us $56,257 as
        consulting fees for services rendered. Amicus Services Inc. was also reimbursed
        $5,379 for office costs, including parking, office supplies and telephone
        as
        well as travel and hotel incurred throughout 2006.
 
 **Item
        13. Exhibits**
  **Exhibit**
              
              **Description**3.1
              
              Certificate
                  of Incorporation of the Registrant, as amended.(1)3.2
              
              Bylaws
                  of the Registrant, as amended.(4)3.3
              
              Certificate
                  of Amendment filed with the State of Delaware on November 25, 1998.(2)3.4
              
              Certificate
                  of Amendment filed with the State of Delaware on December 4, 1998.(2)3.5
              
              Certificate
                  of Amendment filed with the State of Delaware on March 18, 2003.(5)3.6
              
              Certificate
                  of Amendment filed with the State of Delaware on January 8, 2004.(5)4.1
              
              Specimen
                  stock certificate of the Registrant.(5)10.1
              
              Restated
                  1993 Stock Incentive Plan.(1)10.2
              
              1994
                  Directors Stock Option Plan.(1)10.3
              
              1994
                  Stock Option Plan.(1)10.4
              
              1993
                  Stock Incentive Plan.(1)10.5
              
              1998
                  Stock Incentive Plan.(2)10.6
              
              Stock
                  Purchase Agreement dated April 4, 2003 by and among Suite101.com,
                  Inc.,
                  Jean Paul Roy and GeoGlobal Resources (India) Inc.(3)
  43
  
 **Exhibit**
              
              **Description**10.7
              
              Amendment
                  dated August 29, 2003 to Stock Purchase Agreement dated April 4,
                  2003.(4)10.8
              
              Technical
                  Services Agreement dated August 29, 2003 between Suite101.com,
                  Inc. and
                  Roy Group (Barbados) Inc.(4)10.8.1
              
              Amendment
                  to Technical Services Agreement dated January 31, 2006 between
                  GeoGlobal
                  Resources Inc. and Roy Group (Barbados) Inc.(8)10.9
              
              Participating
                  Interest Agreement dated March 27, 2003 between GeoGlobal Resources
                  (India) Inc. and Roy Group (Mauritius) Inc.(4)10.10
              
              Escrow
                  Agreement dated August 29, 2003 among Registrant, Jean Paul Roy
                  and
                  Computershare Trust Company of Canada.(4)10.11
              
              Promissory
                  Note dated August 29, 2003 payable to Jean Paul Roy.(4)10.12
              
              Production
                  Sharing Contract dated February 4, 2003, among The Government of
                  India,
                  Gujarat State Petroleum Corporation Limited, Jubilant Enpro Limited
                  and
                  GeoGlobal Resources (India) Inc.(6)10.13
              
              Production
                  Sharing Contract dated February 6, 2004 among The Government of
                  India,
                  Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
                  Limited and GeoGlobal Resources (Barbados) Inc.(6)10.14
              
              Production
                  Sharing Contract dated February 6, 2004 among The Government of
                  India,
                  Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
                  Limited, Prize Petroleum Company Limited and GeoGlobal Resources
                  (Barbados) Inc.(6)10.15
              
              Carried
                  Interest Agreement dated August 27, 2002 between Gujarat State
                  Petroleum
                  Corporation Limited and GeoGlobal Resources (India) Inc.(5)10.16
              
              Agency
                  Agreement dated September 9, 2005 between the Company and Jones,
                  Gable
                  & Company Limited.(7)10.17
              
              Form
                  of Subscription Agreement entered into by subscribers relating
                  to offers
                  and sales of Units by Jones, Gable & Company Limited.(7)Form
                  of Subscription Agreement with respect to sales of an aggregate
                  of
                  1,000,000 of the Units.(7)10.18
              
              Registration
                  Rights Agreement dated September 9, 2005 between the Company and
                  Jones, Gable & Company Limited.(7)10.19
              
              Production
                  Sharing Contract dated September 23, 2005, between the Government of
                  India and GeoGlobal Resources (Barbados) Inc.(7)10.20
              
              Production
                  Sharing Contract dated September 23, 2005, between the Government of
                  India, Gujarat State Petroleum Corporation Limited, GAIL (India)
                  Ltd.,
                  Jubilant Capital Pvt. Ltd. and GeoGlobal Resources (Barbados)
                  Inc.(7)10.21
              
              Production
                  Sharing Contract dated March 2, 2007, between the Government of
                  India, Oil
                  India Limited and GeoGlobal Resources (Barbados) Inc.(9)10.22
              
              Production
                  Sharing Contract dated March 2, 2007, between the Government of
                  India, Oil
                  India Limited and GeoGlobal Resources (Barbados) Inc.(9)10.23
              
              Production
                  Sharing Contract dated March 2, 2007, between the Government of
                  India, Oil
                  India Limited, Hindustan Petroleum Corpn. Ltd. and GeoGlobal Resources
                  (Barbados) Inc.(9)10.24
              
              Production
                  Sharing Contract dated March 2, 2007, between the Government of
                  India and
                  GeoGlobal Resources (Barbados) Inc.(9)14
              
              Code
                  of Ethics.(5)
  44
 
 21
              
              Subsidiaries
                  of the Registrant:Name
              State
                  or Jurisdiction of IncorporationGeoGlobal
                  Resources (India) Inc.
              BarbadosGeoGlobal
                  Resources (Canada) Inc.
              AlbertaGeoGlobal
                  Resources (Barbados) Inc.
              Barbados
 
 23
              
              Consent
                  of experts and counsel:23.1
              
              Consent
                  of Ernst & Young LLP.(10)31.1
              
              Certification
                  of President and Chief Executive Officer Pursuant to Rule 13a-14(a).(10)31.2
              
              Certification
                  of Chief Financial Officer Pursuant to Rule 13a-14(a).(10)32.1
              
              Certification
                  of President and Chief Executive Officer Pursuant to Section 1350
                  (furnished, not filed).(10)32.2
              
              Certification
                  of Chief Financial Officer Pursuant to Section 1350 (furnished,
                  not
                  filed).(10)
  (1)
              Filed
                  as an Exhibit to Neuro Navigational Corporation Form 10-KSB No.
                  0-25136
                  dated September 30, 1994.
 (2)
              Filed
                  as an Exhibit to our Current Report on Form 8-K dated December
                  10,
                  1998.
 (3)
              Filed
                  as exhibit 10.1 to our Quarterly Report on Form 10-QSB for the
                  quarter
                  ended March 31, 2003.
 (4)
              Filed
                  as an exhibit to our Current Report on Form 8-K for August 29,
                  2003.
 (5)
              Filed
                  as an Exhibit to our Form 10-KSB dated April 1,
                  2004.
 (6)
              Filed
                  as an Exhibit to our Form 10-KSB/A dated April 28,
                  2004.
 (7)
              Filed
                  as an Exhibit to our Quarterly Report on Form 10-QSB for the quarter
                  ended
                  September 30, 2005.
 (8)
              Filed
                  as an Exhibit to our Current Report on Form 8-K dated January 31,
                  2006.
 (9)
              To
                  be filed as an Exhibit to our Quarterly Report on Form 10Q for
                  the quarter
                  ending March 31, 2007.
 (10)
              Filed
                  herewith.
 
 **Item
        14. Principal Accountant Fees and Services**
 
 The
        following sets forth fees we incurred for services provided by Ernst & Young
        LLP for accounting services rendered during the years ended December 31,
        2006
        and December 31, 2005.
  Audit
                  Fees
              
              Audit
                  Related Fees
              
              Tax
                  Fees
              
              All
                  Other Fees2006
              
              
              88,281
              
              
              26,452
              
              
              --
              
              
              37,4252005
              
              
              70,815
              
              
              32,300
              
              
              --
              
              
              9,271
  Our
        Board
        of Directors believes that the provision of the services during the years
        ended
        December 31, 2006 and December 31, 2005 is compatible with maintaining the
        independence of Ernst & Young LLP. Our Audit Committee approves before the
        engagement the rendering of all audit and non-audit services provided to
        our
        company by our independent auditor. Engagements to render services are not
        entered into pursuant to any pre-approval policies and procedures adopted
        by the
        Audit Committee. The services provided by Ernst & Young LLP included under
        the caption *Audit
        Fees* include
        services rendered for the audit of our annual financial statements and the
        review of our quarterly financial reports filed with the Securities and Exchange
        Commission. *Audit
        Related Fees* include
        services rendered in connection with a follow-up the review of other filings
        with the Securities and Exchange Commission. *Tax
        Fees* include
        services rendered relating primarily to tax compliance, consulting, customs
        and
        duties. *All
        Other Fees* include
        administration fees to cover various expenses and SOX related work performed
        to
        date.
  45
  **GEOGLOBAL
        RESOURCES INC.**
 **(a
        development stage enterprise)**
  **CONSOLIDATED
        FINANCIAL STATEMENTS**
  F-1
  **CONSOLIDATED
        FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND DECEMBER 31, 2005**
 
 **(in
        United States dollars)**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 
 **Index
        to Consolidated Financial Statements**
 
 **December
        31, 2006 and December 31, 2005**
  **Report
                  of Independent Registered Public Accounting Firm**
              
              F-3**Financial
                  Statements**Consolidated
                  Balance Sheets
              
              F-4Consolidated
                  Statements of Operations
              
              F-5Consolidated
                  Statements of Changes in Stockholders’ Equity
              
              F-6Consolidated
                  Statements of Cash Flows
              
              F-7Notes
                  to the Consolidated Financial Statements
              
              F-8
                  to F-29
  F-2
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
  **T** **he
        Board of Directors and Stockholders Of**
 GeoGlobal
        Resources Inc.
 
 
 We
        have
        audited the accompanying consolidated balance sheets of GeoGlobal Resources
        Inc., a development stage enterprise, as of December 31, 2006 and 2005 and
        the
        related consolidated statements of operations, stockholders' equity and cash
        flows for the years ended December 31, 2006, 2005 and 2004, and for the
        cumulative period from inception on August 21, 2002 to December 31, 2006.
        These
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement.  We were not engaged to
        perform an audit of the Company's internal control over financial reporting.
        Our
        audits included consideration of internal control over financial reporting
        as a
        basis for designing audit procedures that are appropriate in the circumstances,
        but not for the purpose of expressing an opinion on the effectiveness of
        the
        Company's internal control over financial reporting. Accordingly, we express
        no
        such opinion. An audit also includes examining, on a test basis, evidence
        supporting the amounts and disclosures in the financial statements, assessing
        the accounting principles used and significant estimates made by management,
        and
        evaluating the overall financial statement presentation.  We believe that
        our audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the consolidated financial position of GeoGlobal Resources
        Inc. as at December 31, 2006 and 2005 and the consolidated results of its
        operations and its cash flows for the years ended December 31, 2006, 2005,
        and
        2004, and for the cumulative period from inception on August 21, 2002 to
        December 31, 2006 in conformity with United States generally accepted accounting
        principles.
 
 As
        discussed in note 6b to the consolidated financial statements, the 2005 and
        2004
        stock-based compensation disclosures have been restated.
 
 
 *"Ernst
                  & Young LLP" (signed)*CALGARY,
                  ALBERTA
              
              CHARTERED
                  ACCOUNTANTSMarch
                  23, 2007
  F-3
  
 **GEOGLOBAL
                  RESOURCES INC.**
                **(a
                  development stage enterprise)**
                **CONSOLIDATED
                  BALANCE SHEETS****December
                  31, 2006**
                **US
                  $**
              
              December
                  31, 2005
                US
                  $**Assets**CurrentCash
                  and cash equivalents (note 2i)
              
              
              **32,362,978**
              
              
              36,037,388Accounts
                  receivable
              
              
              **202,821**
              
              
              139,035Prepaids
                  and deposits
              
              
              **31,232**
              
              
              5,718Cash
                  call receivable
              
              
              **--**
              
              
              49,947**32,597,031**
              
              
              36,232,088Restricted
                  cash (note11a)
              
              
              **3,590,769**
              
              
              392,485Property
                  and equipment (note 3)
              
              
              **183,427**
              
              
              89,826Oil
                  and gas interests, not subject to depletion (note 4)
              
              
              **9,722,738**
              
              
              2,216,663**46,093,965**
              
              
              38,931,062**Liabilities**CurrentAccounts
                  payable
              
              
              **1,888,103**
              
              
              159,145Accrued
                  liabilities
              
              
              **33,487**
              
              
              43,500Due
                  to related companies (notes 8c, 8d and 8e)
              
              
              **33,605**
              
              
              244,452**1,955,195**
              
              
              447,097**Stockholders'
                  Equity (note 5)**Capital
                  stockAuthorized100,000,000
                  common shares with a par value of US$0.001 each1,000,000
                  preferred shares with a par value of US$0.01 eachIssued66,208,255
                  common shares (December 31, 2005 - 62,954,255)
              
              
              **51,617**
              
              
              48,361Additional
                  paid-in capital
              
              
              **47,077,827**
              
              
              40,275,588Deficit
                  accumulated during the development stage
              
              
              **(2,990,674**
              **)**
              
              (1,839,984
              )**44,138,770**
              
              
              38,483,965**46,093,965**
              
              
              38,931,062
 See
        Commitments, Contingencies and Guarantees (note 11)
 The
        accompanying notes are an integral part of these Consolidated Financial
        Statements
  F-4
 
 **GEOGLOBAL
                  RESOURCES INC.**
                **(a
                  development stage enterprise)**
                **CONSOLIDATED
                  STATEMENTS OF OPERATIONS****Year
                  ended**
                **Dec
                  31, 2006**
                **US
                  $**
              
              Year
                  ended
                Dec
                  31, 2005
                US
                  $
              
              Year
                  ended
                Dec
                  31, 2004
                US
                  $
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006
                US
                  $(note
                  12a)**Expenses
                  (notes 8c, 8d, 8e and 6b)**General
                  and administrative
              
              
              **1,406,000**
              
              
              495,326
              
              
              451,788
              
              
              2,510,716Consulting
                  fees
              
              
              **1,190,919**
              
              
              265,446
              
              
              237,615
              
              
              1,864,251Professional
                  fees
              
              
              **251,261**
              
              
              201,298
              
              
              161,381
              
              
              752,676Depreciation
              
              
              **49,323**
              
              
              49,531
              
              
              61,308
              
              
              211,310**2,897,503**
              
              
              1,011,601
              
              
              912,092
              
              
              5,338,953**Other
                  expenses (income)**Consulting
                  fees recovered
              
              
              **--**
              
              
              (12,950
              )
              
              (14,300
              )
              
              (66,025
              )Equipment
                  costs recovered
              
              
              **--**
              
              
              (12,950
              )
              
              (2,200
              )
              
              (19,395
              )Gain
                  on sale of equipment
              
              
              **--**
              
              
              (42,228
              )
              
              --
              
              
              (42,228
              )Foreign
                  exchange (gain) loss
              
              
              **4,737**
              
              
              (319
              )
              
              3,495
              
              
              26,547Interest
                  income
              
              
              **(1,751,550**
              **)**
              
              (462,174
              )
              
              (31,591
              )
              
              (2,247,178
              )**(1,746,813**
              **)**
              
              (530,621
              )
              
              (44,596
              )
              
              (2,348,279
              )**Net
                  loss and comprehensive loss for the period (note
                  9)**
              
              
              **(1,150,690**
              **)**
              
              (480,980
              )
              
              (867,496
              )
              
              (2,990,674
              )**Net
                  loss per share - basic and diluted (note 5f)**
              
              
              **(0.02**
              **)**
              
              (0.01
              )
              
              (0.02
              )
 
 The
        accompanying notes are an integral part of these Consolidated Financial
        Statements
  F-5
 
 **GEOGLOBAL
                  RESOURCES INC.**
                **(a
                  development stage enterprise)**
                **CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' EQUITY**Capital
                  Stock
                US
                  $
              
              Additional
                paid-in
                  capital
                US
                  $
              
              Accumulated
                Deficit
                US
                  $
              
              Stockholders'
                Equity
                US
                  $Common
                  shares issued on incorporation on August 21, 2002
              
              
              64
              
              
              --
              
              
              --
              
              
              64Net
                  loss and comprehensive loss for the period
              
              
              --
              
              
              --
              
              
              (13,813
              )
              
              (13,813
              )Balance
                  at December 31, 2002
              
              
              64
              
              
              --
              
              
              (13,813
              )
              
              (13,749
              )Common
                  shares issued during the yearOn
                  acquisition (note 7)
              
              
              34,000
              
              
              1,072,960
              
              
              --
              
              
              1,106,960Options
                  exercised for cash
              
              
              397
              
              
              101,253
              
              
              --
              
              
              101,650December
                  2003 private placement financing (note 5c)
              
              
              6,000
              
              
              5,994,000
              
              
              --
              
              
              6,000,000Share
                  issuance costs on private placement
              
              
              --
              
              
              (550,175
              )
              
              --
              
              
              (550,175
              )Net
                  loss and comprehensive loss for the year
              
              
              --
              
              
              --
              
              
              (477,695
              )
              
              (477,695
              )Balance
                  at December 31, 2003
              
              
              40,461
              
              
              6,618,038
              
              
              (491,508
              )
              
              6,166,991Common
                  shares issued during the yearOptions
                  exercised for cash
              
              
              115
              
              
              154,785
              
              
              --
              
              
              154,900Broker
                  Warrants exercised for cash (note 5c)
              
              
              39
              
              
              58,611
              
              
              --
              
              
              58,650Net
                  loss and comprehensive loss for the year
              
              
              --
              
              
              --
              
              
              (867,496
              )
              
              (867,496
              )Balance
                  at December 31, 2004
              
              
              40,615
              
              
              6,831,434
              
              
              (1,359,004
              )
              
              5,513,045Common
                  shares issued during the yearOptions
                  exercised for cash (note 5e(i))
              
              
              739
              
              
              1,004,647
              
              
              --
              
              
              1,005,3862003
                  Purchase Warrants exercised for cash (note 5d(i))
              
              
              2,214
              
              
              5,534,036
              
              
              --
              
              
              5,536,250Broker
                  Warrants exercised for cash (note 5c)
              
              
              541
              
              
              810,809
              
              
              --
              
              
              811,350September
                  2005 private placement financing (note 5b)
              
              
              4,252
              
              
              27,636,348
              
              
              --
              
              
              27,640,600Share
                  issuance costs on private placement (note 5b)
              
              
              --
              
              
              (1,541,686
              )
              
              --
              
              
              (1,541,686
              )Net
                  loss and comprehensive loss for the year
              
              
              --
              
              
              --
              
              
              (480,980
              )
              
              (480,980
              )Balance
                  at December 31, 2005
              
              
              48,361
              
              
              40,275,588
              
              
              (1,839,984
              )
              
              38,483,965**Common
                  shares issued during the year****Options
                  exercised for cash (note 5e(i))**
              
              
              **2,285**
              
              
              **2,706,895**
              
              
              **--**
              
              
              **2,709,180****Options
                  exercised for notes receivable (note 6e)**
              
              
              **185**
              
              
              **249,525**
              
              
              **--**
              
              
              **249,710****2003
                  Purchase Warrants exercised for cash (note 5d(i))**
              
              
              **786**
              
              
              **1,962,964**
              
              
              **--**
              
              
              **1,963,750****Share
                  issuance costs**
              
              
              **--**
              
              
              **(74,010**
              **)**
              
              **--**
              
              
              **(74,010**
              **)****Stock-based
                  compensation (note 6b)**
              
              
              **--**
              
              
              **1,956,865**
              
              
              **--**
              
              
              **1,956,865****Net
                  loss and comprehensive loss for the year**
              
              
              **--**
              
              
              **--**
              
              
              **(1,150,690**
              **)**
              
              **(1,150,690**
              **)****Balance
                  at December 31, 2006**
              
              
              **51,617**
              
              
              **47,077,827**
              
              
              **(2,990,674**
              **)**
              
              **44,138,770**
 
 See
        note
        5 for further information
 The
        accompanying notes are an integral part of these Consolidated Financial
        Statements
  F-6
 
 **GEOGLOBAL
                  RESOURCES INC.**
                **(a
                  development stage enterprise)**
                **CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****Year
                  ended**
                **Dec
                  31, 2006**
                **US
                  $**
              
              Year
                  ended
                Dec
                  31, 2005
                US
                  $
              
              Year
                  ended
                Dec
                  31, 2004
                US
                  $
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006
                US
                  $(note
                  12a)**Cash
                  flows provided by (used in) operating activities:**Net
                  loss
              
              
              **(1,150,690**
              **)**
              
              (480,980
              )
              
              (867,496
              )
              
              (2,990,674
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
              
              
              **49,323**
              
              
              49,531
              
              
              61,308
              
              
              211,310Gain
                  on sale of equipment
              
              
              --
              
              
              (42,228
              )
              
              --
              
              
              (42,228
              )Stock-based
                  compensation (note 6b)
              
              
              **1,190,176**
              
              
              --
              
              
              --
              
              
              1,190,176Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              **(63,786**
              **)**
              
              42,202
              
              
              (99,750
              )
              
              (127,821
              )Prepaids
                  and deposits
              
              
              **(25,514**
              **)**
              
              (5,718
              )
              
              --
              
              
              (31,232
              )Accounts
                  payable
              
              
              **(23,720**
              **)**
              
              24,307
              
              
              (147,060
              )
              
              34,651Accrued
                  liabilities
              
              
              **(10,013**
              **)**
              
              22,500
              
              
              4,600
              
              
              33,487Due
                  to related companies
              
              
              **(210,847**
              **)**
              
              224,828
              
              
              (27,239
              )
              
              (8,151
              )**(245,071**
              **)**
              
              (165,558
              )
              
              (1,075,637
              )
              
              (1,730,482
              )**Cash
                  flows provided by (used in) investing activities:**Oil
                  and gas interests
              
              
              **(6,739,386**
              **)**
              
              (1,578,124
              )
              
              (460,016
              )
              
              (8,956,049
              )Property
                  and equipment
              
              
              **(142,924**
              **)**
              
              (36,876
              )
              
              (87,341
              )
              
              (435,309
              )Proceeds
                  on sale of equipment
              
              
              **--**
              
              
              82,800
              
              
              --
              
              
              82,800Cash
                  acquired on acquisition (note 7)
              
              
              **--**
              
              
              --
              
              
              --
              
              
              3,034,666Restricted
                  cash (note 11a)
              
              
              **(3,198,284**
              **)**
              
              (185,689
              )
              
              (206,796
              )
              
              (3,590,769
              )Changes
                  in investing assets and liabilities:Cash
                  call receivable
              
              
              **49,947**
              
              
              (22,436
              )
              
              (27,511
              )
              
              --Accounts
                  payable
              
              
              **1,763,478**
              
              
              94,415
              
              
              --
              
              
              1,804,444Accrued
                  liabilities
              
              
              **--**
              
              
              (33,442
              )
              
              33,442
              
              
              --**(8,267,169**
              **)**
              
              (1,679,352
              )
              
              (748,222
              )
              
              (8,060,217
              )**Cash
                  flows provided by (used in) financing activities:**Proceeds
                  from issuance of common shares
              
              
              **4,922,640**
              
              
              34,993,586
              
              
              213,550
              
              
              46,231,490Share
                  issuance costs
              
              
              **(74,010**
              **)**
              
              (1,541,686
              )
              
              --
              
              
              (2,165,871
              )Changes
                  in financing liabilities:Note
                  payable (note 8a)
              
              
              **--**
              
              
              --
              
              
              (1,000,000
              )
              
              (2,000,000
              )Accounts
                  payable
              
              
              **(10,800**
              **)**
              
              10,800
              
              
              --
              
              
              61,078Due
                  to shareholder
              
              
              **--**
              
              
              --
              
              
              --
              
              
              --Due
                  to related companies
              
              
              **--**
              
              
              --
              
              
              --
              
              
              26,980**4,837,830**
              
              
              33,462,700
              
              
              (786,450
              )
              
              42,153,677**Net
                  increase (decrease) in cash and cash equivalents**
              
              
              **(3,674,410**
              **)**
              
              31,617,790
              
              
              (2,610,309
              )
              
              32,362,978Cash
                  and cash equivalents, beginning of period
              
              
              **36,037,388**
              
              
              4,419,598
              
              
              7,029,907
              
              
              --**Cash
                  and cash equivalents, end of period**
              
              
              **32,362,978**
              
              
              36,037,388
              
              
              4,419,598
              
              
              32,362,978**Cash
                  and cash equivalents**Current
                  bank accounts
              
              
              **316,329**
              
              
              127,803
              
              
              90,670
              
              
              316,329Term
                  deposits
              
              
              **32,046,649**
              
              
              35,909,585
              
              
              4,328,928
              
              
              32,046,649**32,362,978**
              
              
              36,037,388
              
              
              4,419,598
              
              
              32,362,978**Cash
                  taxes paid during the period**
              
              
              **17,775**
              
              
              15,500
              
              
              2,750
              
              
              39,463
  The
        accompanying notes are an integral part of these Consolidated Financial
        Statements
  F-7
  **1.**
              **Nature
                  of Operations**
  The
        Company is engaged primarily in the pursuit of petroleum and natural gas
        through
        exploration and development in India. Since inception, the efforts of GeoGlobal
        have been devoted to the pursuit of Production Sharing Contracts (“PSC”) with
        the Gujarat State Petroleum Corporation ("GSPC"), Oil India Limited ("OIL")
        and
        the Government of India ("GOI") and the development thereof. To date, the
        Company has not earned revenue from these operations and is considered to
        be in
        the development stage. The recoverability of the costs incurred to date is
        uncertain and dependent upon achieving commercial production or sale, the
        ability of the Company to obtain sufficient financing to fulfill its obligations
        under the PSC’s in India and upon future profitable operations and upon
        finalizing agreements with GSPC and OIL.
  On
        August
        29, 2003, all of the issued and outstanding shares of GeoGlobal Resources
        (India) Inc. ("GeoGlobal India") were acquired by GeoGlobal Resources Inc.,
        formerly Suite101.com, Inc. As a result of the transaction, the former
        shareholder of GeoGlobal India held approximately 69.3% of the issued and
        outstanding shares of GeoGlobal Resources Inc. This transaction is considered
        an
        acquisition of GeoGlobal Resources Inc. (the accounting subsidiary and legal
        parent) by GeoGlobal India (the accounting parent and legal subsidiary) and
        has
        been accounted for as a purchase of the net assets of GeoGlobal Resources
        Inc.
        by GeoGlobal India. Accordingly, this transaction represents a recapitalization
        of GeoGlobal India, the legal subsidiary, effective August 29, 2003. These
        consolidated financial statements are issued under the name of GeoGlobal
        Resources Inc. but are a continuation of the financial statements of the
        accounting acquirer, GeoGlobal India. The assets and liabilities of GeoGlobal
        India are included in the consolidated financial statements at their historical
        carrying amounts. As a result, the stockholders' equity of GeoGlobal Resources
        Inc. is eliminated and these consolidated financial statements reflect the
        results of operations of GeoGlobal Resources Inc. only from the date of the
        acquisition.
  GeoGlobal
        Resources Inc. changed its name from Suite101.com, Inc. after receiving
        shareholder approval at the Annual Shareholders Meeting held on January 8,
        2004.
        Collectively, GeoGlobal Resources Inc., GeoGlobal India and its other
        wholly-owned direct and indirect subsidiaries, are referred to as the "Company"
        or “GeoGlobal”.
 
 **2.**
              **S****ignificant
                  Accounting Policies**
  **a)**
              **Basis
                  of presentation**
  These
        consolidated financial statements have been prepared in accordance with
        accounting principles generally accepted in the United States within the
        framework of the accounting policies summarized below.
  These
        consolidated financial statements include the accounts of (i) GeoGlobal
        Resources Inc., from the date of acquisition, being August 29, 2003, (ii)
        GeoGlobal Resources (India) Inc., incorporated under the *Business
        Corporations Act* (Alberta),
        Canada on August 21, 2002 and continued under the *Companies
        Act of Barbados* ,
        West
        Indies on June 27, 2003, which is a wholly-owned subsidiary of GeoGlobal
        Resources Inc., (iii) GeoGlobal Resources (Canada) Inc., incorporated under
        the *Business
        Corporations Act* (Alberta),
        Canada on September 4, 2003, which is a wholly-owned subsidiary of GeoGlobal
        Resources Inc., and (iv) GeoGlobal Resources (Barbados) Inc. incorporated
        under
        the *Companies
        Act of Barbados* ,
        West
        Indies on September 24, 2003, which is the wholly-owned subsidiary of GeoGlobal
        Resources (Canada) Inc.
  F-8
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **2.**
              **Significant
                  Accounting Policies
                  (continued)**
  **b)**
              **Oil
                  and gas interests**
 **i)**
              **Capitalized
                  costs**
 The
        Company follows the full cost method of accounting for its petroleum and
        natural
        gas operations. Under this method all costs related to the exploration for
        and
        development of petroleum and natural gas reserves are capitalized. Costs
        include
        land acquisition costs, geological and geophysical expenditures, costs of
        drilling both productive and non-productive wells and related overhead costs.
        Proceeds from the sale of properties will be applied against capitalized
        costs,
        without any gain or loss being realized, unless such sale would significantly
        alter the relationship between capital costs and proven reserves of petroleum
        and natural gas attributable to the cost center.
  **ii)**
              **Depletion**
 Upon
        the
        commencement of production of economic quantities of oil and gas, depletion
        of
        exploration and development costs and depreciation of production equipment
        will
        be provided on a country-by-country basis using the unit-of-production method
        based upon estimated proven petroleum and natural gas reserves. The costs
        of
        acquiring and evaluating unproven properties and major development projects
        will
        be excluded from costs subject to depletion until it is determined whether
        or
        not proven reserves are attributable to the properties, the major development
        projects are completed, or impairment occurs. For depletion and depreciation
        purposes, relative volumes of petroleum and natural gas production and reserves
        will be converted into equivalent units based upon estimated relative energy
        content.
  **iii)**
              **Ceiling
                  test**
 In
        applying the full cost method, the Company will be calculating a ceiling
        test
        whereby the carrying value of petroleum and natural gas properties and
        production equipment, net of recorded deferred income taxes is limited to
        the
        present value of after-tax future net revenues from proven reserves, discounted
        at 10% (based on prices and costs at the balance sheet date calculated
        quarterly), plus the lower of cost and fair value of unproven properties.
        Should
        this comparison indicate an excess carrying value, the excess will be charged
        against earnings as additional depletion and depreciation. Unproven properties
        are assessed quarterly for possible impairments or reductions in
        value.
  **iv)**
              **Asset
                  retirement obligations**
 The
        Company recognizes the fair value of a liability for an asset retirement
        obligation in the period in which it is incurred and a corresponding increase
        in
        the carrying value of the related long-lived asset. The fair value is determined
        through a review of engineering and environmental studies, industry guidelines,
        and management’s estimate on a site by site basis. The liability is subsequently
        adjusted for the passage of time, and is recognized as accretion expense
        in the
        consolidated statement of operations. The liability is also adjusted due
        to
        revisions in either the timing or the amount of the original estimated cash
        flows associated with the liability. The increase in the carrying value of
        the
        asset is amortized over the useful life of the related productive assets.
  **v)**
              **Revenue
                  recognition**
 Revenue
        associated with the production and sales of crude oil, natural gas and natural
        gas liquids owned by the Company will be recognized when production is sold
        to a
        purchaser at a fixed or determinable price, and when delivery has occurred
        and
        title passes from the Company to its customer, and if the collectibility
        of the
        revenue is probable.
  **c)**
              **Property
                  and Equipment**
 Computer
        and office equipment are recorded at cost, with depreciation provided for
        on a
        declining-balance basis at 30% per annum.
   F-9
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
 
  **2.**
              **Significant
                  Accounting Policies
                  (continued)**
  **d)**
              **Joint
                  operations**
 All
        of
        the Company's petroleum and natural gas activities are conducted jointly
        with
        others. The Company’s undivided interests in joint ventures are consolidated on
        a proportionate basis.
  **e)**
              **Net
                  loss per share**
 Net
        loss
        per share is calculated based upon the weighted-average number of shares
        outstanding during the period. The treasury stock method is used to determine
        the dilutive effect of the stock options. The treasury stock method assumes
        any
        proceeds obtained upon exercise of options would be used to purchase common
        shares at the average market price during the period. There are no differences
        between net loss and the weighted-average number of shares used in the
        calculation of the basic net loss per share and those used in the calculation
        of
        diluted net loss per share as the effect of the options and warrants on the
        diluted net loss per share calculations is anti-dilutive for all periods
        presented.
  **f)**
              **Comprehensive
                  loss**
 Comprehensive
        loss includes all changes in equity except those resulting from investments
        made
        by owners and distributions to owners. Comprehensive loss consists only of
        net
        loss for all periods presented.
  **g)**
              **Use
                  of estimates**
 The
        preparation of the consolidated financial statements in accordance with
        accounting principles generally accepted in the United States requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities at the date of the consolidated financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results may differ from these estimated amounts.
  **h)**
              **Financial
                  instruments**
 The
        Company has estimated the fair value of its financial instruments which include
        cash and cash equivalents, restricted cash, accounts receivable, accounts
        payable and due to related companies. The Company used valuation methodologies
        and market information available as at period end to determine that the carrying
        amounts of such financial instruments approximate fair value in all cases.
        It is
        management’s opinion that the Company
        is not exposed to significant interest, currency or credit risks arising
        from
        its financial instruments.
  **i)**
              **Cash
                  and cash equivalents**
 Cash
        and
        cash equivalents include cash on hand, balances with banks and short-term
        deposits with original maturities of three months or less, earning interest
        based upon the US prime rate. Interest earned during the year ended December
        31,
        2006 was US$1,751,550 (December 31, 2005 - US$462,174) which included
        US$1,744,697 (December 31, 2005 - US$454,887) of interest earned on our cash
        and
        cash equivalents held in term deposits representing an average rate of 4.81%
        (December 31, 2005 - 2.57%).
  **j)**
              **Foreign
                  currency translation**
 The
        Company translates integrated foreign operations into the functional currency
        of
        the parent. Monetary assets and liabilities denominated in foreign currencies
        are translated into U.S. dollars at rates of exchange in effect at the date
        of
        the balance sheet. Non-monetary items are translated at the rate of exchange
        in
        effect when the assets are acquired or obligations incurred. Revenues and
        expenses are translated at average rates in effect during the period, with
        the
        exception of depreciation which is translated at historic rates. Exchange
        gains
        and losses are charged to operations.
  F-10
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
 
  **2.**
              **Significant
                  Accounting Policies
                  (continued)**
  **k)**
              **Income
                  taxes**
 The
        Company follows the liability method of tax allocation. Under this method,
        assets and liabilities are determined based on differences between the tax
        basis
        of an asset or liability and its carrying value using enacted tax rates
        anticipated to apply in the periods when the temporary differences are expected
        to reverse.
  The
        effect on deferred income tax assets and liabilities of changes in tax rates
        is
        recognized in income or loss in the period in which the change is
        enacted.
  **l)**
              **Stock-based
                  compensation plan**
 In
        prior
        years, reporting of the impact of stock-based compensation, such as employee
        stock options, on the Company's net loss and net loss per share was required
        only on a pro-forma basis.
  In
        December, 2004, the Financial Accounting Standards Board issued a revision
        to
        Standard 123, *Accounting
        for Stock-Based Compensation.* The
        Statement of Financial Accounting Standards 123(R), *Share-Based
        Payment* ("FAS
        123(R)"), requires the recognition of compensation cost for stock-based
        compensation arrangements with employees, consultants and directors based
        on
        their grant date fair value using the Modified Black-Scholes option-pricing
        model. Compensation expense is recorded over the awards' respective requisite
        service, with corresponding entries to paid-in capital.
  The
        Company adopted FAS 123(R) using the modified-prospective-transition method
        on
        January 1, 2006. The impact of this adoption required the Company to recognize
        a
        charge for past stock-based compensation options granted of US$367,596 over
        the
        subsequent 3 years in accordance with their respective vesting
        periods.
  **m)**
              **Warrants**
 In
        accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company's Own Stock", the warrants
        were reported as equity instruments and recorded at fair market value on
        the
        date of issuance.
 
 **3.**
              **Property
                  and Equipment**
  **December
                  31, 2006**
                **US$**
              
              December
                  31, 2005
                US$Computer
                  and office equipment
              
              
              **324,419**
              
              
              209,585Accumulated
                  depreciation
              
              
              **(169,082**
              **)**
              
              (119,759
              )**155,337**
              
              
              89,826Office
                  condominium deposit (note 13b)
              
              
              **28,090**
              
              
              --**183,427**
              
              
              89,826
  F-11
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **4.**
              **Oil
                  and Gas Interests**
  **December
                  31, 2006**
                **US$**
              
              December
                  31, 2005
                US$**Exploration
                  - India**Exploration
                  costs incurred in:2002
              
              
              **21,925**
              
              
              21,9252003
              
              
              **156,598**
              
              
              156,5982004
              
              
              **460,016**
              
              
              460,0162005
              
              
              **1,578,124**
              
              
              1,578,124**2,216,663**
              
              
              2,216,6632006
              
              
              **7,506,075**
              
              
              --**9,722,738**
              
              
              2,216,663
  **a)**
              **Exploration
                  costs - India**
 The
        exploration costs incurred to date are not subject to depletion and cover
        six
        exploration blocks, known as the KG Offshore Block, the Mehsana Block, the
        Sanand/Miroli Block, the Ankleshwar Block, the DS 03 Block and the Tarapur
        Block. It is anticipated that all or certain of these exploration costs may
        be
        subject to depletion commencing in the year 2007.
  **b)**
              **Capitalized
                  overhead costs**
 Included
        in the US$7,506,075 of exploration cost additions during the year ended December
        31, 2006 (year ended December 31, 2005 - US$1,578,124) are certain overhead
        costs capitalized by the Company in the amount of US$2,133,984 (year ended
        December 31, 2005 - US$469,268) directly related to the exploration activities
        in India. The capitalized overhead amount includes capitalized stock-based
        compensation of US$766,689 (year ended December 31, 2005 - US$nil) (see note
        6b)
        of which US$323,283 (year ended December 31, 2005 - US$nil) was for the account
        of a related party (see note 8c). Further, the capitalized overhead amount
        includes US$1,000,705 (year ended December 31, 2005 - US$145,773) which was
        paid
        to third parties and US$nil (year ended December 31, 2005 - US$51,800) was
        recovered from third parties. The balance of US$366,590 was paid to and on
        behalf of a related party (year ended December 31, 2005 - US$375,295) (see
        note
        8c). These costs are incurred solely by and on behalf of the Company in
        providing its services under the Carried Interest Agreement (“CIA”) and are
        therefore not reimbursable under the CIA (see note 4c).
  **c)**
              **Carried
                  Interest Agreement**
 On
        August
        27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company
        a 10%
        Carried Interest (“CI”) (net 5% - see note 4d) in the KG Offshore Block. The CIA
        provides that GSPC is responsible for GeoGlobal's entire share of any and
        all
        costs incurred during the Exploration Phase prior to the date of initial
        commercial production.
  Under
        the
        terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s (“RGM”), a
        related party (note 8b) proportionate share of capital costs for exploration
        and
        development activities will be recovered by GSPC without interest over the
        projected production life or ten years, whichever is less, from oil and natural
        gas produced on the Exploration Block. GeoGlobal is not entitled to any share
        of
        production until GSPC has recovered the Company's share of the costs and
        expenses that were paid by GSPC on behalf of the Company and RGM.
  As
        at
        December 31, 2006, GSPC has incurred costs of Rs 114.96 crore (approximately
        US$26.1 million) (December 31, 2005 - Rs 63.31 crore (approximately US$14.1
        million)) attributable to GeoGlobal under the CIA of which 50% is for the
        account of RGM.
  F-12
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **4.**
              **Oil
                  and Gas Interests (continued)**
  **d)**
              **Participating
                  Interest Agreement**
 On
        March
        27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with
        RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI
        consent, 50% of the benefits and obligations of the PSC covering the Exploration
        Block KG-OSN-2001/3 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
        participating interest in the PSC-KG and a net 5% carried interest in the
        CIA.
        Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal
        retains
        the exclusive right to deal with the other parties to the PSC-KG and the
        CIA and
        is entitled to make all decisions regarding the interest assigned to RGM,
        RGM
        has agreed to be bound by and be responsible for the actions taken by,
        obligations undertaken and costs incurred by GeoGlobal in regard to RGM's
        interest and to be liable to GeoGlobal for its share of all costs, interests,
        liabilities and obligations arising out of or relating to the RGM interest.
        RGM
        has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
        damages or liabilities incurred by reason of RGM's failure to pay the same.
        Subject to obtaining the government consent to the assignment, RGM is entitled
        to all income, receipts, credits, reimbursements, monies receivable, rebates
        and
        other benefits in respect of its 5% interest which relate to the PSC-KG. **** GeoGlobal
        has a right of set-off against sums owing to GeoGlobal by RGM. In the event
        that
        the Indian government consent is delayed or denied, resulting in either RGM
        or
        GeoGlobal being denied an economic benefit it would have realized under the
        PIA,
        the parties agreed to amend the PIA or take other reasonable steps to assure
        that an equitable result is achieved consistent with the parties' intentions
        contained in the PIA. As a consequence of this transaction the Company reports
        its holdings under the PSC-KG and CIA as a net 5% participating interest
        ("PI").
  **e)**
              **Deed
                  of Assignment and
                  Assumption**
 On
        April
        7, 2005, the Company entered into a Deed of Assignment and Assumption with
        GSPC
        whereby, subject to the terms of the agreement, the Company agreed to acquire
        and assume and GSPC agreed to assign a 20% PI in the onshore Tarapur exploration
        block (CB-ON/2). The assignment of the 20% PI was subject to obtaining the
        consent of the GOI to the assignment, which consent was received effective
        August 24, 2006. As a condition to receiving the GOI consent, the Company
        provided to the GOI an irrevocable letter of credit in the amount of
        US$1,200,000 secured by a term deposit of the Company in the same amount
        (see
        note 11a). This amount represents the Company’s performance guarantee for its
        20% PI share (Rs. 5.3 crore) of the estimated exploration costs budgeted
        for the
        period April 1, 2006 through March 31, 2007.
  Under
        the
        terms of the Company's agreement with GSPC, the Company is to fund its 20%
        PI
        share of all past exploration costs incurred on the Tarapur exploration block.
        As at December 31, 2006, the amount of US$3,972,765 has been included in
        oil and
        gas interests for our PI share of costs incurred in the previous drilling
        of
        eight exploration wells and a recently completed 500 sq. km. 3D seismic
        acquisition.
  **f)**
              **Production
                  Sharing Contracts**
 **i)**
              **Exploration
                  Block KG-OSN-2001/3 (also referred to as “KG Offshore
                  Block”)**
 On
        February 4, 2003, GeoGlobal, as to a 10% PI (net 5% - see note 4d) together
        with
        its joint venture participants, Jubilant Enpro Limited ("Enpro") and GSPC,
        as to
        their 10% and 80% PI respectively, entered into a PSC with respect to the
        KG
        Offshore Block ("PSC-KG") with the GOI. The KG Offshore Block is located
        offshore on the east coast of India in the Krishna Godavari Basin. See also
        Carried Interest Agreement note 4c.
  The
        PSC-KG allows the joint venture participants to explore for petroleum and
        natural gas over a 6.5 year period commencing March 12, 2003 on the KG Offshore
        Block subject to the work commitment as outlined in note 11c.
  F-13
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **4.**
              **Oil
                  and Gas Interests
                  (continued)**
  **ii)**
              **Exploration
                  Block CB-ONN-2002/2****(also
                  referred to as “Mehsana
                  Block”)**
 On
        February 6, 2004, GeoGlobal as to its 10% PI, along with its joint venture
        participants, Enpro and GSPC as to their 30% and 60% PI respectively, entered
        into a PSC with respect to the Mehsana Block ("PSC-Mehsana") with the GOI.
        The
        Mehsana Block covers an area of approximately 125 square kilometers ("sq.
        kms.")
        in the Cambay Basin, located in the province of Gujarat in Northwest
        India.
  The
        PSC-Mehsana allows the joint venture participants to explore for petroleum
        and
        natural gas over a 6 year period commencing May 31, 2004 on the Exploration
        Block subject to the work commitment as outlined in note 11b.
  **iii)**
              **Exploration
                  Block CB-ONN-2002/3****(also
                  referred to as “Sanand/Miroli
                  Block”)**
 On
        February 6, 2004, GeoGlobal as to its 10% PI, along with its joint venture
        participants, Enpro, GSPC, and Prize Petroleum Company Limited as to their
        20%,
        55% and 15% PI respectively, entered into a PSC with respect to the
        Sanand/Miroli Block ("PSC-Sanand/Miroli") with the GOI. The Sanand/Miroli
        Block
        covers an area of approximately 285 sq. kms. in the Cambay Basin, located
        in the
        province of Gujarat in Northwest India.
  The
        PSC-Sanand/Miroli allows the joint venture participants to explore for petroleum
        and natural gas over a 6 year period commencing July 29, 2004 on the Exploration
        Block subject to the work commitment as outlined in note 11b.
  **iv)**
              **Exploration
                  Block CB-ONN-2003/2****(also
                  referred to as “Ankleshwar
                  Block”)**
 On
        September 28, 2005, GeoGlobal as to its 10% PI, along with its joint venture
        participants, Gail (India) Ltd., Jubilant Capital Pvt. Ltd. and GSPC as to
        their
        20%, 20% and 50% PI respectively, entered into a PSC with respect to the
        Ankleshwar Block ("PSC-Ankleshwar") with the GOI. The Ankleshwar Block covers
        an
        area of approximately 448 sq. kms. in the Cambay Basin, located in the province
        of Gujarat in Northwest India.
  The
        PSC-Ankleshwar allows the joint venture participants to explore for petroleum
        and natural gas over
        a 7
        year period commencing April 1, 2006 on the Exploration Block subject to
        the
        work commitment as outlined in note 11b.
  **v)**
              **Exploration
                  Block DS-ONN-2003/1****(also
                  referred to as “DS 03
                  Block”)**
 On
        September 28, 2005, GeoGlobal as to its 100% PI entered into a PSC with respect
        to the DS 03 Block ("PSC-DS") with the GOI. The DS 03 Block covers an area
        of
        approximately 3,155 sq. kms. in the Deccan Syneclise Basin, located in the
        northern portion of the State of Maharashtra in West Central India.
  The
        PSC-DS allows GeoGlobal to explore for petroleum and natural gas over a 7
        year
        period commencing September 4, 2006 on the Exploration Block subject to the
        work
        commitment as outlined in note 11b.
  F-14
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **5.**
              **Capital
                  Stock**
  **a)**
              **Common
                  shares**
 Number
                  of
                shares
              
              Capital
                  stock
                US
                  $
              
              Additional
                paid-in
                  capital
                US
                  $Balance
                  at December 31, 2002
              
              
              1,000
              
              
              64
              
              
              --**2003
                  Transactions**Capital
                  stock of GeoGlobal at August 29, 2003
              
              
              14,656,687
              
              
              14,657
              
              
              10,914,545Common
                  shares issued by GeoGlobal to acquire GeoGlobal India
              
              
              34,000,000
              
              
              34,000
              
              
              1,072,960Share
                  issuance costs on acquisition
              
              
              --
              
              
              --
              
              
              (66,850
              )Elimination
                  of GeoGlobal capital stock in recognition of reverse takeover (note
                  7)
              
              
              (1,000
              )
              
              (14,657
              )
              
              (10,914,545
              )Options
                  exercised for cash
              
              
              396,668
              
              
              397
              
              
              101,253December
                  2003 private placement financing (note 5c)
              
              
              6,000,000
              
              
              6,000
              
              
              5,994,000Share
                  issuance costs on private placement
              
              
              --
              
              
              --
              
              
              (483,325
              )55,052,355
              
              
              40,397
              
              
              6,618,038Balance
                  as at December 31, 2003
              
              
              55,053,355
              
              
              40,461
              
              
              6,618,038**2004
                  Transactions**Options
                  exercised for cash
              
              
              115,000
              
              
              115
              
              
              154,785Broker
                  Warrants exercised for cash (note 5c)
              
              
              39,100
              
              
              39
              
              
              58,611154,100
              
              
              154
              
              
              213,396Balance
                  as at December 31, 2004
              
              
              55,207,455
              
              
              40,615
              
              
              6,831,434**2005
                  Transactions**Options
                  exercised for cash (note 5e(i)
              
              
              739,000
              
              
              739
              
              
              1,004,6472003
                  Purchase Warrants exercised for cash (note 5d(i))
              
              
              2,214,500
              
              
              2,214
              
              
              5,534,036Broker
                  Warrants exercised for cash (note 5c)
              
              
              540,900
              
              
              541
              
              
              810,809September
                  2005 private placement financing (note 5b)
              
              
              4,252,400
              
              
              4,252
              
              
              27,636,348Share
                  issuance costs on private placement (note 5b)
              
              
              --
              
              
              --
              
              
              (1,541,686
              )7,746,800
              
              
              7,746
              
              
              33,444,154Balance
                  as at December 31, 2005
              
              
              62,954,255
              
              
              48,361
              
              
              40,275,588**2006
                  Transactions****Options
                  exercised for cash (note 5e(i))**
              
              
              **2,284,000**
              
              
              **2,285**
              
              
              **2,706,895****Options
                  exercised for notes receivable (note 6e)**
              
              
              **184,500**
              
              
              **185**
              
              
              **249,525****2003
                  Purchase Warrants exercised for cash (note 5d(i))**
              
              
              **785,500**
              
              
              **786**
              
              
              **1,962,964****Share
                  issuance costs**
              
              
              **--**
              
              
              **--**
              
              
              **(74,010**
              **)****Stock-based
                  compensation (note 6b)**
              
              
              **--**
              
              
              **--**
              
              
              **1,956,865****3,254,000**
              
              
              **3,256**
              
              
              **6,802,239****Balance
                  as at December 31, 2006**
              
              
              **66,208,255**
              
              
              **51,617**
              
              
              **47,077,827**
  F-15
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **5.**
              **Capital
                  Stock (continued)**
  **b)**
              **September
                  2005 Financing**
 During
        September 2005, GeoGlobal completed the sale of 3,252,400 Units of its
        securities at US$6.50 per Unit, together with a concurrent sale of an additional
        1,000,000 Units on the same terms, for aggregate gross cash total proceeds
        of
        US$27,640,600.
  Each
        Unit
        is comprised of one common share and one half of one warrant. One full warrant
        ("2005 Purchase Warrant") entitles the holder to purchase one additional
        common
        share for US$9.00, for a term of two years expiring September 2007. The 2005
        Purchase Warrants are subject to accelerated expiration in the event that
        the
        price of the Company's common shares on the American Stock Exchange is US$12.00
        or more for 20 consecutive trading days, the resale of the shares included
        in
        the Units and issuable on exercise of the 2005 Purchase Warrants has been
        registered under the US Securities Act of 1933, as amended (the “Act”), and the
        hold period for Canadian subscribers has expired. In such events, the warrant
        term will be reduced to 30 days from the date of issuance of a news release
        announcing such accelerated expiration of the warrant term. At March 23,
        2007
        since not all such events have occurred, the accelerated expiration of the
        warrant term was not triggered.
  Costs
        of
        US$1,541,686 were incurred in issuing shares in these transactions which
        included a fee of
        US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale
        of the 3,252,400 Units, and, in addition, Compensation Options were issued
        to
        Jones Gable & Company Limited entitling it to purchase an additional 195,144
        Units at an exercise price of US$6.50 per Unit through their expiration in September
        2007. Compensation Options are also subject to accelerated expiration on
        the
        same terms and conditions as the warrants issued in the transaction .
  **c)**
              **December
                  2003 Financing**
 On
        December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000
        units at US$1.00 each, together with a concurrent private placement of an
        additional 200,000 units on the same terms, for aggregate gross cash total
        proceeds of US$6,000,000.
  Each
        unit
        is comprised of one common share and one half of one warrant. One full warrant
        ("2003 Purchase Warrant"), entitles the holder to purchase one additional
        common
        share for US$2.50, for a term of two years from date of closing. The 2003
        Purchase Warrants are subject to accelerated expiration 30 days after issuance
        of a news release to that effect in the event that the common shares trade
        at
        US$4.00 or more for 20 consecutive trading days and if the resale of the
        shares
        has been registered under the 1933 Act and the hold period for Canadian
        subscribers has expired. Also issued as additional consideration for this
        transaction were 580,000 Broker Warrants.
  The
        580,000 Broker Warrants described above entitled the holder to purchase 580,000
        common shares at an exercise price of US$1.50 per share which were fully
        exercised before they expired on December 23, 2005 for gross proceeds of
        US$870,000.
  F-16
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **5****.**
              **Capital
                  Stock (continued)**
  **d)**
              **Warrants**
 **i)**
              **2003
                  Purchase Warrants**
 During
        the year ended December 31, 2006, 785,500 (December 31, 2005 - 2,214,500)
        2003
        Purchase Warrants were exercised for gross proceeds of US$1,963,750 (December
        31, 2005 - US$5,536,250). As at December 31, 2006, there were no 2003 Purchase
        Warrants remaining to be exercised.
  **ii)**
              **2005
                  Purchase Warrants**
 As
        at
        December 31, 2006, all of the 2005 Purchase Warrants remained outstanding,
        which
        if exercised, would result in the issuance of 2,126,200 common shares for
        gross
        proceeds of US$19,135,800.
  **iii)**
              **Compensation
                  Option Warrants**
 As
        at
        December 31, 2006, none of the 97,572 Compensation Option Warrants have been
        issued as a result of the Compensation Options not being exercised. If the
        Compensation Options are exercised and the Compensation Option Warrants issued,
        if exercised, would result in gross proceeds of US$878,148.
  **e)**
              **Options**
 **i)**
              **Stock
                  Options**
 During
        the year ended December 31, 2006, 2,468,500 (December 31, 2005 - 739,000)
        options were exercised at various prices between US$1.01 and US$1.50 for
        gross
        proceeds of US$2,709,180 (December 31, 2005 - US$1,005,386) and notes receivable
        for US$249,710 (see note 6e).
  **ii)**
              **Compensation
                  Options**
 As
        at
        December 31, 2006, none of the 195,144 Compensation Options were exercised.
        If
        fully exercised, the Compensation Options would result in gross proceeds
        of
        US$1,268,436.
  **f)**
              **Weighted-average
                  number of shares**
 For
        purposes of the determination of net loss per share, the basic and diluted
        weighted-average number of shares outstanding for the year ended December
        31,
        2006 was 59,763,629 (December 31, 2005 - 53,058,660 and December 31, 2004
        -
        41,671,136). The numbers exclude the 5,000,000 shares currently held in escrow
        (see note 7).
 
 **6.**
              **Stock
                  Options**
  **a)**
              **The
                  Company’s 1998 Stock Incentive
                  Plan**
 Under
        the
        terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000
        common shares have been reserved for issuance on exercise of options granted
        under the Plan. As at December 31, 2006, the Company had 3,650,697 (December
        31,
        2005 - 1,875,697) common shares remaining for issuance under the Plan. The
        Board
        of Directors of the Company may amend or modify the Plan at any time, subject
        to
        any required stockholder approval. The Plan will terminate on the earliest
        of:
        (i) 10 years after the Plan Effective Date, being December 2008; (ii) the
        date
        on which all shares available for issuance under the Plan have been issued
        as
        fully-vested shares; or, (iii) the termination of all outstanding options
        in
        connection with certain changes in control or ownership of the
        Company.
  At
        the
        annual stockholder meeting held on June 14, 2006, shareholder approval was
        obtained to amend the Plan to increase the shares reserved for grant of options
        from 8,000,000 to 12,000,000.
  F-17
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **6.**
              **Stock
                  Options (continued)**
  **b)**
              **Stock-based
                  compensation**
 The
        Company adopted FAS 123(R), *Accounting
        for Stock-Based Compensation* ,
        using
        the modified-prospective-transition method on January 1, 2006. Under this
        method, the Company is required to recognize compensation cost for stock-based
        compensation arrangements with employees, consultants and directors based
        on
        their grant date fair value using the Black-Scholes option-pricing model,
        such
        cost to be expensed over the compensations’ respective vesting
        periods.
 **Year
                  ended**
                **Dec
                  31, 2006**
                **US
                  $**
              
              Year
                  ended
                Dec
                  31, 2005
                US
                  $
              
              Year
                  ended
                Dec
                  31, 2004
                US
                  $
              
              Period
                  from
                Inception
                Aug
                  21, 2002 to Dec 31, 2005
                US
                  $Restated
                note
                  6b(iii)
              
              Restated
                note
                  6b(iii)
              
              Restated
                note
                  6b(iii)**Stock
                  based compensation**Consolidated
                  Statements of OperationsGeneral
                  and administrative
              
              
              **563,551**
              
              
              --
              
              
              --
              
              
              --Consulting
                  fees
              
              
              **626,625**
              
              
              --
              
              
              --
              
              
              --**1,190,176**
              
              
              --
              
              
              --
              
              
              --Consolidated
                  Balance SheetsOil
                  and gas interestsExploration
                  costs - India
              
              
              **766,689**
              
              
              --
              
              
              --
              
              
              --**1,956,865**
              
              
              --
              
              
              --
              
              
              --**Pro-forma
                  basis**Net
                  lossAs
                  reported
              
              
              **--**
              
              
              (480,980
              )
              
              (867,496
              )
              
              (1,839,984
              )Pro-forma
              
              
              **--**
              
              
              (1,080,303
              )
              
              (1,094,259
              )
              
              (2,787,949
              )Net
                  loss per share - basic and dilutedAs
                  reported
              
              
              
              
              
              (0.01
              )
              
              (0.02
              )Pro-forma
              
              
              
              
              
              (0.02
              )
              
              (0.03
              )
  **i)**
              At
                  January 1, 2006, the impact of the adoption of FAS123(R) required
                  the
                  Company to recognize a charge for past stock-based compensation
                  options
                  granted of US$367,596 over the next 3 years in accordance with
                  their
                  respective vesting periods. In the year ended December 31, 2006,
                  US$301,028 of this charge was recognized in the Consolidated Statements
                  of
                  Operations as general and administrative expense resulting in an
                  increase
                  in the net loss and comprehensive loss for the period in the same
                  amount
                  and no impact on the net loss per share - basic and diluted for
                  the
                  period.
 **ii)**
              At
                  December 31, 2006, the total compensation cost related to non-vested
                  awards not yet recognized was US$1,577,286 (December 31, 2005 -
                  US$367,596) which will be recognized over the remaining vesting
                  period of
                  the options. The total fair value of all options vested during
                  the year
                  December 31, 2006 was $1,046,490.
 **iii)**
              In
                  prior years, the Company was required only to disclose the impact
                  on net
                  loss and net loss per share on a pro-forma basis. The prior periods
                  have
                  been restated due to an error in the classification and calculation
                  for
                  modification of stock-based compensation. The impact of this restatement
                  in the year ended December 31, 2005 was a reduction of the net
                  loss
                  pro-forma from US$2,452,180 to US$1,080,303 (year ended December
                  31, 2004
                  - US$1,182,030 to US$1,094,259) and a reduction of the net loss
                  per share
                  - basic and diluted pro-forma from US$0.05 to US$0.02 (year ended
                  December
                  31, 2004 - no impact and remained at US$0.02). In addition, in
                  December
                  31, 2005, $183,581 of stock based compensation was reclassified
                  from
                  operating expenses to capital expenditures (December 31, 2004 -
                  $87,771 -
                  From inception of August 21, 2002 to December 31, 2003 -
                  $53,354).
  F-18
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **6.**
              **Stock
                  Options (continued)**
  **c)**
              **Black-Scholes
                  Assumptions**
 During
        the years ended December 31, 2006, 2005 and 2004, options of 2,255,000,
        1,760,000 and nil respectively were granted to the Company's directors,
        employees and consultants under the terms of the 1998 Stock Incentive Plan.
        The
        fair value of each option granted was estimated on the date of grant using
        the
        Black-Scholes option-pricing model. Weighted average assumptions used in
        the
        valuation are disclosed in the following table:
  **Year
                  ended**
                **Dec
                  31, 2006**
                **US
                  $**
              
              Year
                  ended
                Dec
                  31, 2005
                US
                  $
              
              Year
                  ended
                Dec
                  31, 2004
                US
                  $Fair
                  value of stock options granted (per option)
              
              **$**
              **1.21**
              
              $
              0.33
              
              $
              0.00Risk-free
                  interest rate
              
              
              **4.15**
              **%**
              
              2.75
              %
              
              0.00
              %Volatility
              
              
              **70**
              **%**
              
              95
              %
              
              0
              %Expected
                  life
              
              
              **1.3
                  years**
              
              
              1.1
                  years
              
              
              0.0
                  yearsDividend
                  yield
              
              
              **0**
              **%**
              
              0
              %
              
              0
              %
  **i)**
              The
                  risk-free rate is based on the U.S. Treasury yield curve in effect
                  at the
                  time of grant.
  **ii)**
              Expected
                  volatilities are based on, historical volatility of the Company's
                  stock,
                  and other factors.
  **iii)**
              The
                  expected life of options granted represents the period of time
                  that the
                  options are expected to be outstanding and is derived from historical
                  exercise behavior and current
                  trends.
  **d)**
              **Stock
                  option table**
 These
        options were granted for services provided to the Company:
  Grant
                  date
              
              Option
                  exercise price
              
              Fair
                  Value at Original Grant Date
              
              Expiry
                  date
              
              Vesting
                  date
              
              Balance
                  Dec 31/05
              
              Granted
                  during the year
              
              Cancelled
                  (c)
                Expired
                  (x)
                Exercised
                  (e)
                during
                  the year
              
              Balance
                  Dec 31/06
              
              Balance
                  Dec 31/06(mm/dd/yy)
              
              US
                  $
              
              US$
              
              (mm/dd/yy)
              
              (mm/dd/yy)
              
              #
              
              #
              
              #
              
              #
              
              #12/09/03
              
              
              1.18
              
              
              .241
              
              
              08/31/06
              
              
              Vested
              
              
              1,751,500
              
              
              --
              
              
              1,721,500
                  (e
              )
              
              --
              
              
              --30,000
                  (x
              )
              
              --
              
              
              --12/30/03
              
              
              1.50
              
              
              .317
              
              
              08/31/06
              
              
              Vested
              
              
              345,000
              
              
              --
              
              
              345,000
                  (e
              )
              
              --
              
              
              --01/17/05
              
              
              1.01
              
              
              .380
              
              
              (i)
                  06/30/07
              
              
              Vested
              
              
              579,500
              
              
              --
              
              
              377,000
                  (e
              )
              
              202,500
              
              
              202,50001/17/05
              
              
              1.01
              
              
              .380
              
              
              (i)
                  06/30/07
              
              
              05/31/07
              
              
              150,000
              
              
              --
              
              
              --
              
              
              150,000
              
              
              --01/18/05
              
              
              1.10
              
              
              .622
              
              
              08/31/08
              
              
              Vested
              
              
              600,000
              
              
              --
              
              
              --
              
              
              600,000
              
              
              600,00001/25/05
              
              
              1.17
              
              
              .434
              
              
              08/31/06
              
              
              Vested
              
              
              25,000
              
              
              --
              
              
              25,000
                  (e
              )
              
              --
              
              
              --06/14/05
              
              
              3.49
              
              
              1.553
              
              
              06/14/15
              
              
              Vested
              
              
              150,000
              
              
              --
              
              
              --
              
              
              150,000
              
              
              150,00008/24/05
              
              
              6.50
              
              
              2.380
              
              
              08/24/08
              
              
              Vested
              
              
              110,000
              
              
              --
              
              
              --
              
              
              110,000
              
              
              110,00010/03/05
              
              
              6.81
              
              
              3.070
              
              
              10/03/15
              
              
              Vested
              
              
              16,666
              
              
              --
              
              
              -
              
              
              16,666
              
              
              16,66610/03/05
              
              
              6.81
              
              
              3.833
              
              
              10/03/15
              
              
              10/03/07
              
              
              16,667
              
              
              --
              
              
              --
              
              
              16,667
              
              
              --10/03/05
              
              
              6.81
              
              
              4.383
              
              
              10/03/15
              
              
              10/03/08
              
              
              16,667
              
              
              --
              
              
              --
              
              
              16,667
              
              
              --06/14/06
              
              
              5.09
              
              
              2.057
              
              
              06/14/16
              
              
              06/14/07
              
              
              --
              
              
              200,000
              
              
              --
              
              
              200,000
              
              
              --07/25/06
              
              
              3.95
              
              
              1.141
              
              
              12/31/09
              
              
              Vested
              
              
              --
              
              
              100,000
              
              
              --
              
              
              100,000
              
              
              100,00007/25/06
              
              
              3.95
              
              
              1.393
              
              
              12/31/09
              
              
              07/25/07
              
              
              --
              
              
              660,000
              
              
              --
              
              
              660,000
              
              
              --07/25/06
              
              
              3.95
              
              
              1.601
              
              
              12/31/09
              
              
              12/31/07
              
              
              --
              
              
              50,000
              
              
              --
              
              
              50,000
              
              
              --07/25/06
              
              
              3.95
              
              
              1.779
              
              
              12/31/09
              
              
              07/25/08
              
              
              --
              
              
              145,000
              
              
              --
              
              
              145,000
              
              
              --07/25/06
              
              
              3.95
              
              
              2.006
              
              
              12/31/09
              
              
              07/25/09
              
              
              --
              
              
              70,000
              
              
              --
              
              
              70,000
              
              
              --07/25/06
              
              
              3.95
              
              
              1.141
              
              
              07/25/16
              
              
              Vested
              
              
              --
              
              
              500,000
              
              
              --
              
              
              500,000
              
              
              500,00007/25/06
              
              
              3.95
              
              
              1.141
              
              
              07/25/16
              
              
              07/25/07
              
              
              --
              
              
              500,000
              
              
              --
              
              
              500,000
              
              
              --11/24/06
              
              
              7.52
              
              
              2.467
              
              
              11/24/09
              
              
              06/30/07
              
              
              --
              
              
              10,000
              
              
              --
              
              
              10,000
              
              
              --11/24/06
              
              
              7.52
              
              
              2.919
              
              
              11/24/09
              
              
              12/31/07
              
              
              --
              
              
              10,000
              
              
              --
              
              
              10,000
              
              
              --11/24/06
              
              
              7.52
              
              
              3.695
              
              
              11/24/09
              
              
              12/31/08
              
              
              --
              
              
              10,000
              
              
              --
              
              
              10,000
              
              
              --3,761,000
              
              
              2,255,000
              
              
              2,498,500
              
              
              3,517,500
              
              
              1,679,166
  F-19
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **6.**
              **Stock
                  Options (continued)**
  **i)**
              On
                  August 30, 2006, the Board of Directors of the Company passed a
                  resolution
                  with respect to the remaining stock optionsissued
                  on January 17, 2005 to (a) extend the expiry date of all then outstanding
                  options from August 31, 2006 tothe
                  earlier of June 30, 2007 or 60 days following the date of a “Commercial
                  Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3
                  and (b) to extend the vesting date of certain of these options
                  to the
                  earlier of the date of a “Commercial Discovery” as defined under the terms
                  of the PSC on Block KG-OSN-2001/3 or May 31, 2007, as long as drilling
                  operations are continuing on the KG Offshore Block. This resolution
                  resulted in an added incremental stock-based compensation cost
                  of $11,440
                  with respect to the seven
                  employees.
  **ii)**
              During
                  the year ended December 31, 2006, the Company granted options to
                  purchase
                  2,255,000 shares exercisable at various prices and expiry dates,
                  which
                  vest in their entirety on the vesting
                  date.
  **iii)**
              As
                  at December 31, 2006, there were 3,517,500 options outstanding
                  at various
                  prices which, if exercised, would result in total proceeds of
                  US$11,837,375.
  **iv)**
              Of
                  the 2,498,500 options exercised or expired during the year, 195,000,
                  415,000, 1,853,000 and 5,000 were exercised during the three months
                  ending
                  March 31, June 30, September 30 and December 31, respectively for
                  gross
                  cash proceeds of US$206,050, US$548,100, US$1,949,980 and US$5,050
                  respectively, and the remaining 30,000 expired during the three
                  months
                  ended September 30, 2006.
  **v)**
              At
                  the annual stockholder meeting held on June 14, 2006, the stockholders
                  of
                  the Company approved amendments to the Plan to increase the shares
                  of
                  Common Stock reserved for issuance under the Plan from 8,000,000
                  shares to
                  12,000,000.
  **e****)**
              **Notes
                  receivable**
  Pursuant
        to the terms of the Company's 1998 Stock Incentive Plan, during the third
        quarter of 2006, certain employees and consultants to the Company exercised
        184,500 options to purchase shares of common stock of the Company and delivered
        to the Company their promissory notes in the aggregate principal amount of
        US$249,710 in payment of the exercise price. The promissory notes were due
        December 31, 2006 and bore interest at 8.25% per annum. All promissory notes
        were repaid on or before December 31, 2006.
  F-20
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **7****.**
              **Acquisition**
  On
        August
        29, 2003, pursuant to an agreement dated April 4, 2003 and amended August
        29,
        2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources
        (India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr.
        Roy,
        whereby the Company acquired from Mr. Roy all of the outstanding capital
        stock
        of GeoGlobal India. In exchange for the outstanding capital stock of GeoGlobal
        India, the Company issued 34.0 million shares of its Common Stock. Of the
        34.0
        million shares, 14.5 million shares were delivered to Mr. Roy at the closing of
        the transaction on August 29, 2003 and an aggregate of 19.5 million shares
        were
        held in escrow by an escrow agent. The terms of the escrow provide for the
        release of the shares upon the occurrence of certain developments relating
        to
        the outcome of oil and natural gas exploration and development activities
        conducted on the KG Offshore Block. On August 27, 2004, 14.5 million shares
        were
        released to Mr. Roy from escrow upon the commencement of a drilling program
        on
        the KG Offshore Block. The final 5.0 million shares remaining in escrow will
        be
        released only if a commercial discovery as defined under the PSC is declared
        on
        the KG Offshore Block. In addition to the shares of Common Stock, the Company
        delivered to Mr. Roy a US$2.0 million promissory note, of which US$500,000
        was
        paid on the closing of the transaction on August 29, 2003, US$500,000 was
        paid
        on October 15, 2003, US$500,000 was paid on January 15, 2004 and US$500,000
        was
        paid on June 30, 2004. The note did not accrue interest. The note was secured
        by
        the outstanding stock of GeoGlobal India which has subsequently been released.
        As a consequence of the transaction, Mr. Roy held as of the closing of the
        transaction an aggregate of 34.0 million shares of our outstanding Common
        Stock,
        or approximately 69.3% of the shares outstanding, assuming all shares held
        in
        escrow are released to him. The terms of the transaction provide that Mr.
        Roy
        has the right to vote all 34.0 million shares following the closing, including
        the shares during the period they are held in escrow. Shares not released
        from
        the escrow will be surrendered back to GeoGlobal.
  As
        discussed in note 1, the acquisition of GeoGlobal India by GeoGlobal was
        accounted for as a reverse takeover transaction. As a result, the cost of
        the
        transaction was determined based upon the net assets of GeoGlobal deemed
        to have
        been acquired. These consolidated financial statements include the results
        of
        operations of GeoGlobal from the date of acquisition. The net identifiable
        assets acquired of GeoGlobal were as follows:
  US
                  $Net
                  assets acquiredCash
              
              
              3,034,666Other
                  current assets
              
              
              75,000Current
                  liabilities
              
              
              (2,706
              )Net
                  book value of identifiable assets acquired
              
              
              3,106,960Consideration
                  paidPromissory
                  note issued
              
              
              2,000,00034,000,000
                  common shares issued par value $0.001
              
              
              34,000Additional
                  paid-in capital
              
              
              1,072,9603,106,960
  F-21
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **8.**
              **Related
                  Party Transactions**
  Related
        party transactions are measured at the exchange amount which is the amount
        of
        consideration established and agreed by the related parties.
  **a)**
              **Note
                  payable**
 On
        August
        29, 2003, as part of the Acquisition (note 7), a US$2,000,000 promissory
        note
        was issued to the sole shareholder of GeoGlobal India. On each of August
        29,
        2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000 of
        the
        note was repaid. The promissory note was non-interest bearing and the capital
        stock of GeoGlobal India collateralized the repayment of the note. The
        collateral has been released.
  **b)**
              **Roy
                  Group (Mauritius) Inc.**
 Roy
        Group
        (Mauritius) Inc. is related to the Company by common management and is
        controlled by a director of the Company who is also a principal shareholder
        of
        the Company. On March 27, 2003, the Company entered into a Participating
        Interest Agreement (note 4d) with the related party.
  **c)**
              **Roy
                  Group (Barbados) Inc. (“Roy
                  Group”)**
 Roy
        Group
        is related to the Company by common management and is controlled by a director
        of the Company who is also a principal shareholder of the Company. On August
        29,
        2003, the Company entered into a Technical Services Agreement ("TSA") with
        Roy
        Group to provide services to the Company as assigned by the Company and to
        bring
        new oil and gas opportunities to the Company. On January 31, 2006, the terms
        of
        the agreement were amended to extend the term of the agreement from August
        31,
        2006 to December 31, 2007. Roy Group receives consideration of US$350,000
        per
        year, as outlined and recorded below:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006**US
                  $**
              
              US
                  $
              
              US
                  $
              
              US$Consolidated
                  Statement of OperationsConsulting
                  fees
              
              
              **70,000**
              
              
              62,000
              
              
              50,000
              
              
              198,667Consolidated
                  Balance SheetsOil
                  & gas interestsExploration
                  costs - India (note 4b)
              
              
              **280,000**
              
              
              248,000
              
              
              200,000
              
              
              794,666**350,000**
              
              
              310,000
              
              
              250,000
              
              
              993,333
  During
        the year, the Company recognized compensation cost for stock-based compensation
        arrangements with the principal of Roy Group as outlined and recorded
        below:
  Consolidated
                  Statement of OperationsConsulting
                  fees
              
              
              **80,821**
              
              
              --
              
              
              --
              
              
              80,821Consolidated
                  Balance SheetsOil
                  & gas interestsExploration
                  costs - India (note 4b)
              
              
              **323,283**
              
              
              --
              
              
              --
              
              
              323,283**404,104**
              
              
              --
              
              
              --
              
              
              404,104
  F-22
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **8.**
              **Related
                  Party Transactions****(continued)**
  Roy
        Group
        was also reimbursed on a cost recovery basis, for medical insurance and
        expenses; travel, hotel, meals and entertainment expenses; computer costs;
        and
        amounts billed by third parties incurred during the periods as outlined and
        recorded below:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006Consolidated
                  Statement of OperationsGeneral
                  and administrative
              
              
              **47,820**
              
              
              45,430
              
              
              19,640
              
              
              153,539Consolidated
                  Balance SheetsAccounts
                  receivable
              
              
              **227**
              
              
              1,020
              
              
              20,350
              
              
              21,597Oil
                  & gas interestsExploration
                  costs - India (note 4b)
              
              
              **86,590**
              
              
              127,295
              
              
              87,165
              
              
              384,387Property
                  and equipment
              
              
              **--**
              
              
              1,610
              
              
              8,064
              
              
              37,595**134,637**
              
              
              175,355
              
              
              135,219
              
              
              597,118
  At
        December 31, 2006, the Company owed Roy Group (Barbados) Inc.
        US$29,976  (December
        31, 2005 - US$169,181) for services provided and expenses incurred on behalf
        of
        the Company and pursuant to the TSA. These amounts bear no interest and have
        no
        set terms of repayment.
  **d)**
              **D.I.
                  Investments Ltd. (“D.I.”)**
 D.I.
        is
        related to the Company by common management and is controlled by a director
        of
        the Company. DI charged consulting fees for management, financial and accounting
        services rendered, as outlined and recorded below:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006**US
                  $**
              
              US
                  $
              
              US
                  $
              
              US$Consolidated
                  Statement of OperationsConsulting
                  fees
              
              
              **185,000**
              
              
              150,000
              
              
              120,000
              
              
              516,715
  During
        the year, the Company recognized compensation cost for stock-based compensation
        arrangements with the principal of the related party as outlined and recorded
        below:
  Consolidated
                  Statement of OperationsConsulting
                  fees
              
              
              **404,104**
              
              
              --
              
              
              --
              
              
              404,104
  F-23
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **8****.**
              **Related
                  Party Transactions
                  (continued)**
  DI
        was
        also reimbursed on a cost recovery basis, for office costs, including rent,
        parking, office supplies and telephone as well as travel, hotel, meals and
        entertainment expenses incurred during the periods as outlined and recorded
        below:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006Consolidated
                  Statement of OperationsGeneral
                  and administrativeOffice
                  costs
              
              
              **19,935**
              
              
              54,062
              
              
              65,073
              
              
              179,070Travel,
                  hotel, meals and entertainment
              
              
              **1,176**
              
              
              5,121
              
              
              3,344
              
              
              48,686Consolidated
                  Balance SheetsAccounts
                  receivable
              
              
              **13,224**
              
              
              14,165
              
              
              --
              
              
              27,389Property
                  and equipment
              
              
              **4,107**
              
              
              --
              
              
              --
              
              
              4,107**38,442**
              
              
              73,348
              
              
              68,417
              
              
              259,252
  At
        December 31, 2006, the Company owed D.I. US$nil  (December
        31, 2005 - US$70,309) as a result of services provided and expenses incurred
        on
        behalf of the Company. These amounts bear no interest and have no set terms
        of
        repayment.
  **e)**
              **Amicus
                  Services Inc. (“Amicus”)**
 Amicus
        is
        related to the Company by virtue of being controlled by the brother of a
        director of the Company. Amicus charged consulting fees for IT and computer
        related services rendered, as outlined below:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006Consolidated
                  Statement of OperationsConsulting
                  fees
              
              
              **56,257**
              
              
              35,713
              
              
              33,921
              
              
              140,360
  Amicus
        was also reimbursed on a cost recovery basis, for office costs, including
        parking, office supplies and telephone as well as travel and hotel expenses
        incurred during the periods as outlined and recorded below:
  Consolidated
                  Statement of OperationsGeneral
                  and administrative
              
              
              **1,654**
              
              
              685
              
              
              1,961
              
              
              4,468Consolidated
                  Balance SheetsAccounts
                  receivable
              
              
              **3,725**
              
              
              2,530
              
              
              967
              
              
              10,274Property
                  and equipment
              
              
              **--**
              
              
              --
              
              
              1,599
              
              
              1,599**5,379**
              
              
              3,215
              
              
              4,527
              
              
              16,341
  At
        December 31, 2006, the Company owed Amicus Services Inc. US$3,629 (December
        31,
        2005 - US$4,962) as a result of services provided and expenses incurred on
        behalf of the Company. These amounts bear no interest and have no set terms
        of
        repayment.
  F-24
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **9.**
              **Income
                  Taxes**
  **a)**
              **Income
                  tax expense**
 The
        provision for income taxes in the consolidated financial statements differs
        from
        the result which would have been obtained by applying the combined Federal,
        State and Provincial tax rates to the loss before income taxes. This difference
        results from the following items:
  **Year
                  ended**
                **Dec
                  31, 2006**
              
              Year
                  ended
                Dec
                  31, 2005
              
              Year
                  ended
                Dec
                  31, 2004
              
              Period
                  from
                Inception,
                Aug
                  21, 2002
                to
                  Dec 31, 2006**US
                  $**
              
              US
                  $
              
              US
                  $
              
              US$Net
                  loss before income taxes
              
              
              **(1,150,690**
              **)**
              
              (480,980
              )
              
              (867,496
              )
              
              (2,990,674
              )Expected
                  US tax rate
              
              
              **35.00**
              **%**
              
              35.00
              %
              
              35.00
              %Expected
                  income tax recovery
              
              
              **(402,742**
              **)**
              
              (168,343
              )
              
              (303,624
              )
              
              (1,047,720
              )Excess
                  of expected tax rate over tax rate of foreign affiliates
              
              
              **380,444**
              
              
              55,062
              
              
              43,281
              
              
              527,401**(22,298**
              **)**
              
              (113,281
              )
              
              (260,343
              )
              
              (520,319
              )Valuation
                  allowance
              
              
              **20,856**
              
              
              110,566
              
              
              255,794
              
              
              510,629Other
              
              
              **1,442**
              
              
              2,715
              
              
              4,549
              
              
              9,690**Income
                  tax recovery**
              
              
              **--**
              
              
              --
              
              
              --
              
              
              --
  **b)**
              **Deferred
                  income taxes**
 The
        Company has not recognized the deferred income tax asset because the benefit
        is
        not more likely than not to be realized. The components of the net deferred
        income tax asset consist of the following temporary differences:
  **Dec
                  31, 2006**
                **US
                  $**
              
              Dec
                  31, 2005
                US
                  $Difference
                  between tax base and reported amounts of depreciable
                  assets
              
              
              **25,873**
              
              
              25,871Non-capital
                  loss carry forwards
              
              
              **2,525,363**
              
              
              2,645,060**2,551,236**
              
              
              2,670,931Valuation
                  allowance
              
              
              **(2,551,236**
              **)**
              
              (2,670,931
              )**Deferred
                  income tax asset**
              
              
              **--**
              
              
              --
  **c)**
              **Loss
                  carry forwards**
 At
        December 31, 2006, the Company has US$7,820,966 of available loss carry forwards
        to reduce taxable income for income tax purposes in the various jurisdictions
        as
        outlined below which have not been reflected in these consolidated financial
        statements.
  **Tax
                  Jurisdiction**
              
              **Amount**
                **US
                  $**
              
              **Expiry
                  Dates**
                **Commence**United
                  States
              
              
              7,168,590
              
              
              2023Canada
              
              
              152
              
              
              2010Barbados
              
              
              652,224
              
              
              20127,820,966
  F-25
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **10.**
              **Segmented
                  Information**
  The
        Company’s petroleum and natural gas exploration activities are conducted in
        India. Management of the Company considers the operations of the Company
        as one
        operating segment. The following information relates to the Company’s geographic
        areas of operation.
  **Dec
                  31, 2006**
                **US
                  $**
              
              Dec
                  31, 2005
                US
                  $Oil
                  & gas interestsIndia
              
              
              **9,722,738**
              
              
              2,216,663
 
 **11.**
              **Commitments,
                  Contingencies and
                  Guarantees**
  **a)**
              **Restricted
                  cash**
 **i)**
              The
                  PSC's contain provisions whereby the joint venture participants
                  must
                  provide the GOI a bank guarantee in the amount of 35% of the participant's
                  share of the minimum work program for a particular phase, to be
                  undertaken
                  annually during the budget period April 1 to March 31. These bank
                  guarantees have been provided to the GOI and serve as guarantees
                  for the
                  performance of such minimum work program and are in the form of
                  irrevocable letters of credit which are secured by restricted cash
                  term
                  deposits of the Company in the same amount.
  The
        restricted cash term deposits securing these bank guarantees are as
        follows:
  **December
                  31, 2006**
              
              December
                  31, 2005**US
                  $**
              
              US
                  $Exploration
                  BlockMehsana
              
              
              **711,445**
              
              
              195,055Sanand/Miroli
              
              
              **905,000**
              
              
              197,430Ankleshwar
              
              
              **600,000**
              
              
              --Tarapur
              
              
              **1,200,000**
              
              
              --DS
              
              
              **110,000**
              
              
              --**3,526,445**
              
              
              392,485
  **ii)**
              The
                  Company has provided to its bankers as security for credit cards
                  issued to
                  employees for business purposes two restricted cash term deposits,
                  one in
                  the amount of US$30,000 and the other in the amount of US$34,324
                  (Cdn$40,000).
  **b)**
              **Production
                  Sharing Contracts**
  The
        Company is required to expend funds on the exploration activities to fulfill
        the
        terms of the minimum work commitment based on our participating interest
        for
        Phase I pursuant to the PSC’s in respect of each of our exploration blocks as
        follows:
  **i)**
              Mehsana
                  Block - Acquire, process and interpret 75 sq kms of 3D seismic
                  and drill 7
                  exploratory wells between 1,000 and 2,200
                  meters.
  **ii)**
              Sanand/Miroli
                  Block - Acquire, process and interpret 200 sq kms of 3D seismic
                  and drill
                  12 exploratory wells between 1,500 and 3,000
                  meters.
  **iii)**
              Ankleshwar
                  Block - Acquire, process and interpret 448 sq kms of 3D seismic
                  and drill
                  14 exploratory wells between 1,500 and 2,500
                  meters.
  **iv)**
              DS
                  03 Block - Gravity and geochemical surveys and a 12,000 LKM aero
                  magnetic
                  survey.
  Under
        the
        terms of all the PSC's, the Company is required to keep in force a financial
        and
        performance guarantee.
  F-26
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **11.**
              **Commitments,
                  Contingencies and Guarantees
                  (continued)**
  **c)**
              **KG
                  Offshore Block**
 The
        first
        phase of the exploration period relating to the PSC for the KG Offshore Block
        has expired, as extended on August 29, 2005 through March 11, 2006, without
        the
        required minimum of at least fourteen wells being drilled during the first
        phase. On February 24, 2006, the management committee for the KG Offshore
        Block
        recommended a further extension of the first phase of twelve months to March
        11,
        2007. On February 9 2007 the parties to the PSC, through GSPC as operator,
        gave
        notice under Article 3 of the PSC to the Directorate General of Hydrocarbons,
        a
        body under the Ministry of Petroleum & Natural Gas (“DGH”) and to the GOI to
        proceed to the next exploration phase (Phase II) upon completion of Phase
        I
        which was expiring on March 11, 2007. It was also requested to not relinquish
        any of the contract area at the end of Phase I. On March 12, 2007 DGH issued
        its
        approval to enter into Phase II of the exploration program with an effective
        date of March 12, 2007 subject to the following conditions: (1) Any decision
        by
        the GOI on the substitution of the Work Program of Phase I will be binding
        on
        the contractor; and (2) Any decision by the GOI on relinquishment of the
        25% of
        Original Contract Area (ie. 462 sq. kms.) as per Article 4.1 of the PSC would
        be
        binding on the contractor. The extension of the first phase for the 18 months
        to
        March 11, 2007 would be deducted from the next succeeding exploration phase.
        As
        such the second phase would have a term of one year and expire March 11,
        2008.
        As at March 23, 2007, five exploratory wells have been drilled and one
        exploratory well, the KG#16 well, is currently being drilled on the exploration
        block leaving eight exploration wells to be drilled. A seventh well, the
        KG#28
        is also being drilled on the exploration block, but currently as an appraisal
        well and not as an exploration well. Approval of entering into the second
        phase
        of exploration under the PSC from the GOI is currently outstanding. Unless
        this
        approval is granted, the Company may be liable for consequences of
        non-fulfillment of the minimum work commitment in a given time frame under
        the
        PSC. The PSC has provisions for termination of the PSC on account of various
        reasons specified therein including material breach of the contract. Termination
        rights can be exercised after giving ninety days written notice. This failure
        to
        timely complete the minimum work commitment, though there is no
        precedence, ** may
        be
        deemed by the GOI to be a failure to comply with the provisions of the contract
        in a material particular. The Company has been advised by GSPC, the operator,
        that it is unaware of any precedent for such an occurrence.
  The
        termination of the PSC ** by
        the
        GOI would result in the loss of the Company’s interest in the KG Offshore Block
        other than areas determined to encompass "commercial discoveries". The PSC
        sets
        forth procedures whereby the operator can obtain the review of the management
        committee under the PSC as to whether a discovery on the exploration block
        should be declared a commercial discovery under the PSC. Those procedures
        have
        not been completed at present with respect to the discovery on the KG Offshore
        Block and, accordingly, as of March 23, 2007, no areas on the KG Offshore
        Block
        have been determined formally to encompass "commercial discoveries *"* as
        that
        term is defined under the PSC.
  In
        the
        event the PSC is terminated by the GOI, or in the event the work program
        is not
        fulfilled by the end of the relevant exploration phase, each party to the
        PSC is
        to pay to the GOI its participating interest share of an amount which is
        equal
        to the amount that would be required to complete the minimum work program
        for
        that phase.
  Certain
        exploration costs related to the KG Offshore Block are incurred solely by
        and on
        behalf of the Company in providing its services under the CIA and are therefore
        not reimbursable under the CIA. As such, these costs have been capitalized
        in
        the Company's accounts under Oil and gas interests and at December 31, 2006
        amount to US$3,111,676.
  F-27
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **11.**
              **Commitments,
                  Contingencies and Guarantees
                  (continued)**
  **d)**
              **Tarapur
                  Block**
 As
        the
        holder of a participating interest in the Tarapur Block, the Company is required
        to fund its 20% share of all exploration and development costs incurred on
        the
        exploration block. To December 31, 2006, US$3,972,765 has been incurred under
        the terms of the Company's agreement with GSPC. Of this amount, US$3,017,646
        has
        been paid to GSPC and US$955,119 is in accounts payable at December 31, 2006.
        The Company has budgeted to expend approximately US$2.7 million for exploration
        activities under the terms of the agreement over the period April 1, 2007
        to
        November 22, 2007. These activities include the drilling of 3 exploration
        wells
        and the acquisition of 90 sq kms of 3-D seismic. Under the terms of the
        agreement, the Company is required to keep in force a financial and performance
        guarantee securing its performance under the Tarapur PSC.
  **e)**
              **Corporate
                  Head Office**
 Our
        corporate head office is located at Suite #310, 605 - 1 Street SW, Calgary,
        Alberta, T2P 3S9 Canada. These premises are leased for a term of one year
        ending
        April 30, 2007 at an annual rental of $56,261 for base rent and operating
        costs.
        These premises include approximately 2,927 square feet which we consider
        adequate for our present activities. We are currently in negotiations to
        renew
        this lease at market prices for a further two year term to April 30,
        2009.
 
 **12.**
              **Comparative
                  Figures**
  **a)**
              As
                  the Company is in its development stage, these figures represent
                  the
                  accumulated amounts of the continuing entity for the period from
                  inception, being August 21, 2002 to December 31,
                  2006.
  **b)**
              Certain
                  comparative figures have been reclassified to conform with the
                  presentation adopted in the current
                  year.
 
 **13.**
              **Subsequent
                  Event**
  **a)**
              **NELP-VI
                  Blocks**
 On
        March
        2, 2007, the Company along with its joint venture partners executed PSC's
        with
        the GOI covering four new exploration blocks awarded under the sixth round
        of
        the New Exploration Licensing Policy (NELP-VI).
  The
        Company is required to fund its participating interest for Phase I exploration
        and development costs incurred in fulfilling the minimum work commitments
        under
        these PSC's as outlined below. The Company's share of these costs is estimated
        to total approximately US$28.0 million for all four blocks over the four
        years
        of Phase I.
  **i)**
              Exploration
                  Block KG-ONN-2004/1 (KG Onshore Block) - Reprocess 564 LKM of 2-D
                  seismic;
                  conduct a gravity and magnetic and geochemical survey; acquire,
                  process
                  and interpret 548 sq kms of 3-D seismic; and drill 12 exploratory
                  wells
                  between 2,000 and 5,000 meters.
  **ii)**
              Exploration
                  Block RJ-ONN-2004/2 (RJ Block 20) - Reprocess 463 LKM of 2-D seismic;
                  conduct a gravity and magnetic and geochemical survey; acquire,
                  process
                  and interpret 250 LKM of 2-D seismic and 700 sq kms of 3-D seismic;
                  and
                  drill a total of 12 exploratory wells between 2,000 and 2,500
                  meters.
  **iii)**
              Exploration
                  Block RJ-ONN-2004/3 (RJ Block 21) - Reprocess 463 LKM of 2-D seismic;
                  conduct a gravity and magnetic and geochemical survey; acquire,
                  process
                  and interpret 310 LKM of 2-D seismic and 611 sq kms of 3-D seismic;
                  and
                  drill a total of 8 exploratory wells between 2,000 and 2,500
                  meters.
  F-28
  **Notes
        to the Consolidated Financial Statements**
 **GeoGlobal
        Resources Inc.**
 **(a
        development stage enterprise)**
 **December
        31, 2005**
  **iv)**
              Exploration
                  Block DS-ONN-2004/1 (DS 04 Block) - Gravity and magnetic and geochemical
                  surveys; acquire, process and interpret 325 LKM of 2-D seismic;
                  and drill
                  10 core holes to a depth of approximately 500
                  meters.
  Under
        the
        terms of all the PSC's, the Company will be required to keep in force a
        financial and performance guarantee.
  **b)**
              **India
                  office condominium**
  On
        November 21, 2006 the Company entered into a Memorandum of Understanding
        with
        Creative InfoCity Ltd of Gandhinagar, India to acquire an office condominium
        of
        approximately 11,203 sq. ft. A deposit of US$28,090 was paid which is reflected
        in the financial statements in Property and Equipment (note 3). As a formal
        agreement has not yet been executed, the preliminary costs and resulting
        liability in the amount of $365,880 is not yet reflected in these financial
        statements.
 
 **14.**
              **Recent
                  Accounting Standards**
  **a)**
              **Accounting
                  for Uncertainty in Income
                  Taxes**
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
        Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
        measurement attribute for the financial statement recognition and measurement
        of
        a tax position taken or expected to be taken in a tax return. The Interpretation
        requires that the Corporation recognize in the financial statements, the
        impact
        of a tax position, if that position is more likely than not of being sustained
        on audit, based on the technical merits of the position. FIN 48 also provides
        guidance on derecognition, classification, interest and penalties, accounting
        in
        interim periods and disclosure. The provisions of FIN 48 are effective beginning
        January 1, 2007 with the cumulative effect of the change in accounting principle
        recorded as an adjustment to the opening balance of deficit. The Corporation
        is
        currently evaluating the impact FIN 48 will have on its consolidated financial
        statements.
 
 **b)**
              **Fair
                  Value Measurements**
 In
        September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS
        157”), which defines fair value, establishes a framework for measuring fair
        value and expands disclosures about fair value measurements. FAS 157 is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007, and interim periods within those fiscal years, and is
        applicable beginning in the first quarter of 2008. The Company is currently
        evaluating the impact that FAS 157 will have on its consolidated financial
        statements.
 
 **c)**
              **The
                  Fair Value Option for Financial Assets and Financial
                  Liabilities**
 In
        February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115”, (“FAS 159”) which permits entities to choose to measure many financial
        instruments and certain other items at fair value at specified election dates.
        A
        business entity is required to report unrealized gains and losses on items
        for
        which the fair value option has been elected in earnings at each subsequent
        reporting date. This statement is expected to expand the use of fair value
        measurement. FAS 159 is effective for financial statements issued for fiscal
        years beginning after November 15, 2007, and interim periods within those
        fiscal
        years, and is applicable beginning in the first quarter of 2008. The Company
        is
        currently evaluating the impact that FAS 159 will have on its consolidated
        financial statements.
  F-29
  **SIGNATURES**
 
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities and Exchange
        Act of
        1934, the Registrant has duly caused this Report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 
 **GeoGlobal
        Resources Inc.**
 
 **By:**
              /s/
                  Allan J. Kent**Allan
                  J. Kent****Executive
                  Vice President and CFO**
  
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the Company and in the
        capacities and on the dates indicated.
 
 **Signature**
              
              **Title**
              
              **Date**/s/
                  Jean Paul Roy
              
              President,
                  Chief Executive Officer and
              
              April
                  16, 2007Jean
                  Paul Roy
              
              Director/s/
                  Allan J. Kent
              
              Executive
                  Vice President, Chief
              
              April
                  16, 2007Allan
                  J. Kent
              
              Financial
                  Officer and Director/s/
                  Brent J. Peters
              
              Director
              
              April
                  16, 2007Brent
                  J. Peters/s/
                  Peter R. Smith
              
              Chairman
                  of the Board and Director
              
              April
                  16, 2007Peter
                  R. Smith/s/
                  Michael J. Hudson
              
              Director
              
              April
                  16, 2007Michael
                  J. Hudson/s/
                  Dr. Avinash Chandra
              
              Director
              
              April
                  16, 2007Dr.
                  Avinash Chandra