UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K





(Mark
One)


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




For the fiscal year ended December 31,
2009;




OR




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




For the transition period from
________________________________ to
_________________________________.





Commission
File No.:   1-32158











GEOGLOBAL
RESOURCES INC.


(Exact
      name of registrant as specified in its charter)Delaware
            33-0464753(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)Suite
      200, 625 – 4 Avenue SW,  Calgary, Alberta,
      Canada                                        T2P
      0K2(Address
      of principal executive
      offices)                                                                                (Zip
      Code)Registrant’s
      telephone number, including area code:        +1
      403-777-9250Securities
      registered pursuant to Section 12(b) of the Act:Title
      of each class
            Name
      of each exchange on which registeredCommon
      Stock, par value $.001 per share
            NYSE/Amex
      (formerly AMEX)Securities
      registered pursuant to Section 12(g) of the Act:None(Title
      of Class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act


 ̈
Yes                       þ No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act


 ̈
Yes                       þ No




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the 12 months (or for such shorter period that the
registrant was required to submit and post such files). þ
Yes      ̈ No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Rule 12b-2 of the Exchange Act).




Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filer
            þ
            Smaller
      reporting company
             ̈




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


 ̈Yes                       þ No




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
last sold, or the average bid and asked price of such common equity, as of June
30, 2009, the last business day of the registrant’s most recently completed
second fiscal quarter was $38,403,510.




The
number of shares outstanding of the registrant’s common stock as of March 30,
2010 was 72,805,756.




DOCUMENTS
INCORPORATED BY REFERENCE


None


1


Table of Contents








PagePart
      IItem
      1.
            Business
            3Item
      1A.
            Risk
      Factors
            17Item
      1B.
            Unresolved
      Staff Comments
            26Item
      2.
            Properties
            26Item
      3.
            Legal
      Proceedings
            26Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            26Part
      IIItem
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            27Item
      6.
            Selected
      Financial Data
            28Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            28Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            39Item
      8.
            Financial
      Statements and Supplementary Data
            40Item
      9.
            Changes
      In and Disagreements With Accountants On Accounting and Financial
      Disclosure
            40Item
      9A.
            Controls
      and Procedures
            40Item
      9B.
            Other
      Information
            42Part
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            42Item
      11.
            Executive
      Compensation
            45Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            50Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            51Item
      14.
            Principal
      Accountant Fees and Services
            52PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            53





Available
      Information


The
Company maintains a website at www.geoglobal.com, on
which we make available, free of charge, all of the Company’s filings with the
Security and Exchange Commission (“SEC” or “Commission”); including Forms 3, 4
and 5 filed with respect to our equity securities under
Section 16(a) of the Securities Act of 1934.  These filings
are available as soon as reasonably practicable after we electronically file
such material with, or furnish it to the SEC.














2
 Table of Contents


PART
I





Item
1.                 Business





Glossary
of Certain Defined Terms:


All
dollar amounts are stated in United States dollars


All
meterage of drilled wells are measured depths unless otherwise
stated


MBbls –
thousand barrels


MMcf –
thousand cubic feet


GSPC –
means Gujarat State Petroleum Corporation Limited of India


OIL –
means Oil India Limited of India


ONGC –
means Oil & Natural Gas Corporation Limited of India


PSC –
means Production Sharing Contract


NELP –
means National Exploration Licensing Policy




Our
Oil and Gas Activities


We are
engaged, through our subsidiaries, in the exploration for and development of oil
and natural gas reserves.  At December 31, 2009, we have not yet
achieved our planned principal operations and are considered to be a development
stage enterprise.  We initiated these activities in
2003.  At present, these activities are being undertaken in four
geological basins located offshore and onshore in India where reserves of oil or
natural gas are believed by our management to exist.




We
started our first production from one field in the Tarapur block in May 2009 and
produced 10,856 barrels of oil in 2009.  We also have proved reserves
in this field of 117.6 MBbls of oil and 88.5 MMcf of natural gas and probable
reserves of 513.1 MBbls of oil and 695.6 MMcf of natural gas.




The
exploration rights pursuant to PSCs we have entered into with the Government of
India are located in the following areas:




·
            The
      Krishna Godavari Basin offshore and onshore in the State of Andhra Pradesh
      in south eastern India;


·
            The
      Cambay Basin onshore in the State of Gujarat in western
    India;


·
            The
      Deccan Syneclise Basin onshore in the State of Maharashtra in west central
      India; and


·
            The
      Rajasthan Basin onshore in the State of Rajasthan in north western
      India.




As of
March 30, 2010, we have entered into PSCs with respect to ten exploration blocks
as follows:




·
            KG-OSN-2001/3
      (KG Offshore Block) - This was our first agreement entered into in
      February 2003 under NELP-III, which grants exploration rights in an area
      offshore in south eastern India in the Krishna Godavari Basin in the State
      of Andhra Pradesh.  GSPC is the operator of this block and holds
      an 80% participating interest.  We have a 10% participating
      interest (net 5% carried interest) under this agreement and Jubilant
      Offshore Drilling Pvt. Ltd. holds a 10% participating
      interest.




·
            CB-ONN-2002/2
      (Mehsana Block) - We entered into this agreement in February 2004 under
      NELP-IV, which grants exploration rights in an area onshore in the Cambay
      Basin in the State of Gujarat in western India.  Jubilant
      Offshore Drilling Pvt. Ltd. is the operator of this block and we have a
      10% participating interest under this
agreement.




·
            CB-ONN-2002/3
      (Sanand/Miroli Block) - We entered into this agreement in February 2004
      under NELP-IV, which grants exploration rights in an area onshore in the
      Cambay Basin in the State of Gujarat in western India.  GSPC is
      the operator of this block and we have a 10% participating interest under
      this agreement.




·
            CB-ON/2
      (Tarapur Block) - Pursuant to an agreement entered into in April 2005, we
      purchased from GSPC, a 20% participating interest in the agreement
      granting exploration rights granted under the pre NELP rounds to an
      onshore exploration block in the Cambay Basin in the State of Gujarat in
      western India.  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.  GSPC is the operator of this
      block.




·
            CB-ONN-2003/2
      (Ankleshwar Block) - We entered into this agreement in September 2005
      under NELP-V, which grants exploration rights in an area onshore in the
      Cambay Basin in the State of Gujarat south-east of our three existing
      Cambay blocks.  GSPC is the operator of this block and we have a
      10% participating interest under this
agreement.




·
            DS-ONN-2003/1
      (DS 03 Block) - We entered into this agreement in September 2005 under
      NELP-V, which grants exploration rights in an area onshore in the Deccan
      Syneclise Basin located in the northern portion of the State of
      Maharashtra in west-central India.  We are the operator of this
      block and have a 100% participating interest under this
      agreement.




·
            KG-ONN-2004/1
      (KG Onshore Block) - We entered into this agreement in March 2007 under
      NELP-VI, which grants exploration rights in an area onshore in the Krishna
      Godavari Basin in the State of Andhra Pradesh adjacent to our KG Offshore
      Block in south eastern India.  Oil India Limited is the operator
      of this block and we have a 10% participating interest under this
      agreement with an option to increase our participating interest to
      25%.




·
            RJ-ONN-2004/2
      (RJ Block 20) - We entered into this agreement in March 2007 under
      NELP-VI, which grants exploration rights in an area onshore
      in  north-west India in the Rajasthan Basin in the State of
      Rajasthan.  Oil India Limited is the operator of this block and
      we hold a 25% participating interest under this
  agreement.






3
 Table of Contents




·
            RJ-ONN-2004/3
      (RJ Block 21) - We entered into this agreement in March 2007 under
      NELP-VI, which grants exploration rights in an area onshore
      in  north-west India in the Rajasthan Basin in the State of
      Rajasthan.  Oil India Limited is the operator of this block and
      we hold a 25% participating interest under this
  agreement.




·
            DS-ONN-2004/1
      (DS 04 Block) - We entered into this agreement in March 2007 under
      NELP-VI, which grants exploration rights in an area onshore in the Deccan
      Syneclise Basin located in the northern portion of the State of
      Maharashtra in west-central India.  We are the operator of this
      block and have a 100% participating interest under this
      agreement.




To date,
we have not achieved our planned principal operations and are considered to be
in the development stage.  The recoverability of the costs we have
incurred to date is uncertain and dependent upon 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.




All of
the exploration activities in which we are a participant should be considered
highly speculative.




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 our 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 general locations of the exploration blocks
that are the subject of our ten PSCs with the Government of India and does not
indicate specific size of blocks or basins.
















4
 Table of Contents


Our
Production Sharing Contracts


Our
Krishna Godavari Basin Agreements


KG
Offshore Block PSC


Completion of Minimum Work
Program


We, along
with our joint venture partners GSPC and Jubilant Offshore Drilling Pvt. Ltd.
are parties to a PSC dated February 4, 2003 which grants to the three parties
the right to conduct exploratory drilling activities in the offshore waters of
the Krishna Godavari Basin.  The PSC covers an area of approximately
1,850 square kilometers (457,145 acres) and was awarded under the third NELP
round.  We have a net 5% carried interest in this exploration
block.  Under the original terms, this PSC extended for a term of up
to 6.5 years commencing on March 12, 2003 with three exploration phases and a
prescribed minimum work program over the three phases.  In June 2007,
the Government of India issued two new policy guidelines which, among other
things, permitted the substitution of additional meterage drilled in deeper
wells against the total meterage of the wells committed as part of the minimum
work program in the PSCs.  GSPC, on behalf of the contracting parties,
exercised these rights.  The consortium has now completed the minimum
work program for all Phases on this block under the terms of the PSC as entered
into.  On October 3, 2008, the Directorate General of Hydrocarbons
noted the completion of the minimum work program and returned to GSPC the bank
guarantee.




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.  GSPC,
as operator on behalf of the consortium submitted to the Management Committee
approval, the proposal for a Declaration of Commerciality on the KG#8 and KG#15
discoveries (referred to as the Deen Dayal West Structure) under the terms of
the PSC.




Field Development Plan
Approval


With the
completion of a review by the Management Committee of a proposal for Declaration
of Commerciality of the Deen Dayal West Structure, on June 18, 2009, GSPC
submitted the Deen Dayal West field development plan in accordance with the
provisions of the PSC to the Management Committee for approval.  On
November 11, 2009, the Field Development Plan was approved with the following
details:


·
            Includes
      fifteen wells; four existing wells (KG#8, KG#15, KG#17 and KG#28) and
      eleven new development wells which include three slant wells and eight
      multilateral wells to be drilled.


·
            Production
      facilities to include:


o
            Two
      offshore platforms (one well head and one central
    processing);


o
            20
      kilometer long pipeline of 24 inch diameter up to landfall point;
      and


o
            One
      onshore gas terminal to include a gas sweetening unit, gas dehydration
      unit, dew point depression unit, condensate stabilization unit, sulphur
      recovery unit and a captive power
unit.


·
            Delivery
      point for gas will be the outlet flange of delivery facility located at
      the onshore terminal at Mallavaram Village, near Yanam, Kakinada in Andhra
      Pradesh.


·
            First
      gas production to commence December
2011.


·
            GSPC
      as operator will apply for a 17 square kilometer mineral lease to cover
      this area.




GSPC
estimated in the Field Development Plan that on a preliminary basis, the gross
costs for the production facilities will be approximately US$941 million and
US$860 million for the future development drilling costs.




Additional
Activities


Seven
wells (KG#21, KG#31, KG#16, KG#33, KG#22, KG#32 and KG#19) which do not form
part of the Deen Dayal West Field Development Plan are awaiting further
appraisal before the preparation and submission of a declaration of
commerciality pursuant to the PSC can be supported.




Under
current SEC Rules, at this time, we claim no reportable reserves on the KG
Offshore Block.




Carried Interest
Agreement


On August
27, 2002, we entered into a Carried Interest Agreement with GSPC, which grants
us a 10% carried interest in the KG Offshore Block.  The Carried
Interest Agreement provides that GSPC is responsible for our 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 Carried Interest Agreement, all of our proportionate share of
capital costs for exploration and development activities, including the share of
Roy Group (Mauritius) Inc., a related party (see Participating Interest
Agreement), 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.  We are not entitled to any share
of production until GSPC has recovered our share of the costs and expenses that
were paid by GSPC on behalf of us and Roy Group (Mauritius) Ltd.


Our net
5% carried interest in the KG Offshore Block reflects our agreement to
prospectively assign half of the original 10% interest under the PSC to Roy
Group (Mauritius) Ltd. pursuant to a Participating Interest Agreement we entered
into on March 27, 2003, which assignment is subject to Government of India
consent which has not yet been approved.  Absent such consent, the
assignment will not occur and we are to provide Roy Group (Mauritius) Ltd. with
an economic benefit equivalent to the interest to be assigned.  At
March 30, 2010, we have not obtained the consent of the Government of India to
this assignment.




5
 Table of Contents





Carried Interest Agreement
Dispute


GSPC has
advised us that it is seeking from us our pro rata portion of the amount by
which the sums expended by GSPC under all phases for the minimum work program as
set forth in the PSC for the KG Offshore Block in carrying out exploration
activities on the block exceeds the amount that GSPC deems to be our pro rata
portion of a financial commitment under all phases included in the parties’
joint bid for the award of the KG Offshore Block by the Government of
India.




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement and that we are required to pay 10% of the exploration expenses over
and above gross costs of $109.7 million (10% being $10.97 million) (including
the net 5% interest of Roy Group (Mauritius) Inc.) plus interest.




Based
upon the most recent information from GSPC dated March 25, 2010, GSPC asserts
that the amount payable is Rs. 722.4 crore (approximately $150 million) plus
interest as of September 30, 2009, of which 50% is for the account of Roy Group
(Mauritius) Inc.  We estimate that the amount of GSPC’s claim as of
December 31, 2009 to be approximately $150 million plus interest.  We
dispute this assertion of GSPC.




We have
advised GSPC that, under the terms of the Carried Interest Agreement, the terms
of which are also incorporated into the PSC and the Joint Operating Agreement,
it has no right to seek the payment and that we believe the payment GSPC is
seeking is in breach of the Carried Interest Agreement.  We further
reminded GSPC that we have fulfilled our obligations under the Carried Interest
Agreement to provide extensive technical assistance without any further
remuneration other than the carried interest, all in accordance with the terms
of the Carried Interest Agreement.  In furtherance of our position, we
have obtained the opinion of Indian legal counsel who has advised us that, among
other things, under the terms of the agreements between the parties, and in
particular the Carried Interest Agreement, we are not liable to pay any amount
to GSPC for either costs and expenses incurred or otherwise before reaching the
stage of commercial production.




Inasmuch
as the minimum work program for the block has been completed,, GSPC has advised
us that it has elected to undertake an additional work program over and above
the minimum work program as either Joint Operations or as Exclusive Operations
under the terms of the PSC and that we must elect whether we wish to participate
in these additional exploration activities as a Joint Operation or
alternatively, GSPC will conduct these drilling activities as Exclusive
Operations, as defined in the PSC.




On
November 13, 2008 we advised GSPC that we exercised our right to participate in
the drilling operations proposed in the November 5, 2008 GSPC letter as a Joint
Operation under the terms of the PSC and Joint Operating Agreement
and  pursuant to the terms of our Carried Interest Agreement with
GSPC.  As such, we claim that we are carried for 100% of all of our
share of any costs during the additional exploration phase prior to the start of
initial commercial production and that the Carried Interest Agreement extends
through the exploration period of the PSC.




We intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the Carried Interest Agreement, the PSC and the Joint
Operating Agreement as may be appropriate.  In September 2007, we
commenced discussions with GSPC in an effort to reach an amicable
resolution.  A draft settlement proposal has been put forward by us to
GSPC in both June and December 2009 seeking to settle this dispute
amicably.  We are of the understanding that GPSC Board of Directors’
approval is required in order to complete this settlement.  We are
currently awaiting this board meeting to take place.  However, no
settlement agreement has been reached as of March 30, 2010 and there can be no
assurance that this matter will be settled amicably.




Participating Interest
Agreement


On March
27, 2003, prior to our acquisition of the outstanding capital stock of GeoGlobal
Resources (India) Inc., GeoGlobal Resources (India) Inc. entered into a
Participating Interest Agreement with Roy Group (Mauritius) Inc., whereby it
assigned and, as our wholly-owned subsidiary subsequent to its acquisition by
us, currently holds in trust for Roy Group (Mauritius) Ltd. subject to
Government of India consent, 50% of the benefits and obligations of the PSC
covering the KG Offshore Block and the Carried Interest Agreement leaving us
with a net 5% participating interest in the KG Offshore Block and a net 5%
carried interest in the Carried Interest Agreement.  Under the terms
of the Participating Interest Agreement, until the Government of India consent
is obtained, we, through our sole ownership of the outstanding stock of
GeoGlobal Resources (India) Inc., retain the exclusive right to deal with the
other parties to the KG Offshore Block and the Carried Interest Agreement and
are entitled to make all decisions regarding the interest assigned to Roy Group
(Mauritius) Ltd.  Roy Group (Mauritius) Ltd. has agreed to be bound by
and be responsible for the actions taken by, obligations undertaken and costs
incurred by us in regard to Roy Group (Mauritius) Ltd.’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 Roy Group (Mauritius) Ltd.
interest.  Roy Group (Mauritius) Ltd. has agreed to indemnify us
against any and all costs, expenses, losses, damages or liabilities incurred by
reason of Roy Group (Mauritius) Ltd.’s failure to pay the
same.  Subject to obtaining Government of India consent to the
assignment, Roy Group (Mauritius) Ltd. is entitled to all income, receipts,
credits, reimbursements, monies receivable, rebates and other benefits in
respect of its 5% interest which relate to the KG Offshore Block. We have a right of
set-off against sums owing to us by Roy Group (Mauritius) Ltd.  In the
event that the Government of India consent is delayed or denied, resulting in
either Roy Group (Mauritius) Ltd. or us being denied an economic benefit either
would have realized under the Participating Interest Agreement, the parties
agreed to amend the agreement or take other reasonable steps to assure that an
equitable result is achieved consistent with the parties’ intentions contained
in the Participating Interest Agreement.  As a consequence of this
transaction we report our holdings under the KG Offshore Block and Carried
Interest Agreement as a net 5% participating interest.  Inasmuch as
the assignment of the 5% interest to Roy Group (Mauritius) Ltd. occurred prior
to our acquisition of GeoGlobal Resources (India) Inc. and we were not a party
to that assignment, we received no consideration from the
assignment.




6
 Table of Contents




KG
Onshore Block PSC


We, along
with our joint venture partner Oil India Limited, are parties to a PSC dated
March 2, 2007.  The PSC covers an area of approximately 549 square
kilometers (135,660 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.  The two exploration phases for this PSC extend for a
term of up to 7.0 years commencing February 18, 2008.  The Phase I
covers a period of 4.0 years of which the minimum work program consists of
reprocessing 564 line kilometers of 2D seismic, conducting a gravity and
magnetic and geochemical survey, as well as a seismic acquisition program
consisting of 548 square kilometers of 3D seismic.  This Phase I
minimum work program further consists of the drilling of twelve exploration
wells to various depths between 2,000 and 5,000 meters.  If the
parties elect to enter Phase II which covers a period of 3.0 years, that phase
has a minimum work program to drill one exploration well to a depth of 4,600
meters.




We hold a
10% participating interest in this exploration block, while Oil India Limited,
as operator, holds the remaining 90% participating interest.  On
September 14, 2006, prior to submission of our NELP-VI bid, we entered into an
agreement with Oil India Limited to increase our participating interest up to
25% in this exploration block, subject to the availability of sufficient net
worth and Government of India consent.  All documentation required by
us has been provided to Oil India Limited for their submission to the Government
of India for approval.  Government of India approval is currently
pending.




Our
Cambay Basin Agreements


Tarapur
Block Agreement


Pursuant
to an agreement entered into with GSPC in April, 2005, we purchased a 20%
participating interest in the onshore Tarapur Block in the Cambay Basin. 
GSPC as operator owns the remaining 80% participating
interest.




Oil and
Natural Gas Corporation Limited of India has the right under the PSC to
participate in the development of any commercial discovery on the Tarapur Block
by acquiring a 30% participating interest exercisable through the exploration
period of the PSC which expired on November 22, 2007.  Oil and Natural Gas
Corporation Limited exercised this right with respect to a western portion of
the Block referred to as the Tarapur 1 Discovery Area.  The effect of
acquiring this right is a reduction in the participating interests of GSPC and
us in the Tarapur 1 Discovery Area to 56% and 14%
respectively.




As to the
remaining areas of the Tarapur Block, based on current negotiations between GSPC
and Oil and Natural Gas Corporation Limited, we expect that the latter will be
granted a right to a 10% participation in all future wells drilled on the
remaining areas of the Tarapur Block during extensions of the exploration period
of the PSC that have been or are granted in exchange for surrendering its right
to back in for a 30% participating interest in the development of future
commercial discoveries.  This would result in the reduction of the
participating interests of GSPC and us on these remaining areas to 62% and 18%
respectively.




After
reflecting a prior relinquishment of 25% (approximately 405 square kilometers)
of the exploration block back to the Government of India, as required by the
terms of the PSC, the block includes approximately 1,213 square
kilometers.  At the expiration of the exploration period of the PSC on
November 22, 2007, GSPC submitted an application for an extension of the PSC for
an additional twelve months to November 22, 2008.  On December 29, 2008,
the Government of India granted approval for the extension to November 22,
2008.  During this extension period, the consortium drilled an additional
eleven exploratory wells.




GSPC, as
operator, has, submitted a further application on February 19, 2009 for an
additional extension of the exploration phase for eighteen months to May
22, 2010.  This additional extension was submitted to enable a further
exploration program of drilling five exploratory wells and the acquisition of
330 square kilometers of 3D seismic in a section of the block to the east of the
Tarapur 1 Discovery Area which, as is described below, we refer to as Tarapur
East.  The approval for this additional extension is
pending.




Sanand/Miroli
Block PSC


On
February 6, 2004, we, along with our joint venture partners GSPC, Jubilant
Offshore Drilling Pvt. Ltd. and Prize Petroleum Company Limited signed a PSC
with respect to this onshore Sanand/Miroli Block.  This PSC covers an
area of approximately 285 square kilometers (70,425 acres).  We hold a
10% participating interest, GSPC, who is the operator, holds a 55% participating
interest, Jubilant Offshore Drilling Pvt. Ltd. holds a 20% participating
interest with the remaining 15% held by Prize Petroleum Company
Limited.  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 6.0
years for all three phases.




7
 Table of Contents


During
the three exploration phases on the Sanand/Miroli Block, the parties were to
acquire 200 square kilometers of 3D seismic data, reprocess 1,000 line
kilometers of 2D seismic data, conduct a geochemical survey and drill seventeen
exploratory wells between 1,500 to 3,000 meters, all of which has been
completed. The consortium relinquished 50% of the Sanand/Miroli Block as
required pursuant to the terms of the PSC guidelines leaving an area of
approximately 141 square kilometers of the original 285 square
kilometers.




Ankleshwar
Block PSC


On
September 23, 2005, we, along with our joint venture participants GSPC, Jubilant
Offshore Drilling Pvt. Ltd. and GAIL (India) Ltd. signed a PSC with respect to
this onshore Ankleshwar Block.  This PSC covers an area of
approximately 448 square kilometers (110,703 acres) and was awarded under
NELP-V.  We hold a 10% participating interest, GSPC is the operator
and holds a 50% participating interest, Jubilant Offshore Drilling Pvt. Ltd.
holds a 20% participating interest and the remaining 20% is held by GAIL (India)
Ltd.  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 7.0
years for all three phases.




The
minimum work program to be completed by March 31, 2009 under Phase I is to
acquire, process and interpret 448 square kilometers of 3D seismic and reprocess
650 line kilometers of 2D seismic, all of which has been
met.  Further, fourteen exploratory wells are to be drilled between
1,500 to 2,500 meters, of which, twelve have been drilled as of March 30,
2010.  On February 26, 2009, GSPC as operator applied for a six month
extension to complete the exploratory drilling commitments under Phase
I.  Government of India approval is pending.




If the
parties elect to proceed, in the second phase we are to drill four exploratory
wells, and in the third phase we are to drill six exploratory wells, all between
2,500 to 3,000 meters.




Mehsana
Block PSC


On
February 6, 2004, we, along with our joint venture partners GSPC and Jubilant
Offshore Drilling Pvt. Ltd., signed a PSC with respect to this onshore Mehsana
Block.  This PSC covers an area of approximately 125 square kilometers
(30,888 acres) and was awarded under NELP-IV.  We hold a 10%
participating interest, GSPC holds a 60% participating interest, and Jubilant
Offshore Drilling Pvt. Ltd., who is the operator, holds the remaining
30%.  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 6.0
years for all three phases.




During
the first exploration phase on this exploration block, the parties were to
acquire 75 square kilometers of 3D seismic data, reprocess 650 line kilometers
of 2D seismic data, conduct a geochemical survey and drill seven exploratory
wells between 1,000 to 2,200 meters, all of which has been
completed.  The consortium also relinquished 25% of the Mehsana Block
as required pursuant to the terms of the PSC guidelines leaving an area of
approximately 93 square kilometers of the original 125 square
kilometers.




The
consortium has elected not to proceed into Phase II on this block but rather
have requested on August 28, 2008 a six month extension to Phase I in order to
complete a testing and stimulation program on existing wells in order to
complete the appraisal of the block.  On February 8, 2010 the
Directorate General of Hydrocarbons approved the extension of Phase I until July
13, 2010.




Our
Deccan Syneclise Basin Agreements


DS
03 Block PSC


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 square
kilometers (779,618 acres).  We hold a 100% participating interest 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 third phase covering a period of 2.0
years, for a maximum total duration of 7.0 years for all three
phases.




The
minimum work program under the first phase is to complete a gravity magnetic and
geochemical survey, which has been completed.  In addition we are to
acquire an aero magnetic survey of 12,000 line kilometers.  Phase I
expired on September 3, 2009 and an extension for six months to March 4, 2010
was received.  On February 24, 2010 we requested an extension of an
additional six months to September 4, 2010 in order to complete the aero
magnetic survey and fulfill the Phase I minimum work program.  Formal
approval from the Government of India for this request is pending.




If we
elect to proceed to the second phase, we are to acquire 500 line kilometers of
2D seismic and drill one exploration well.  Further, if we elect to
proceed to the third phase, we are to acquire 250 square kilometers of 3D
seismic and drill two exploratory wells.




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DS
04 Block PSC


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 square
kilometers (654,582 acres).  We hold a 100% participating interest in
this block and are the operator.  The PSC provides that the
exploration activities are to be conducted in two phases commencing June 7, 2007
with the first phase covering a period of 5.0 years and the second phase
covering a period of 3.0 years, for a maximum total duration of 8.0 years for
both phases.




The Phase
I mandatory and minimum work program consists of conducting a gravity and
magnetic and geochemical survey, as well as a seismic acquisition program
consisting of 535 line kilometers of 2D seismic.  We are further
committed to drill ten core holes to a depth of approximately 500
meters.  If we elect to proceed to Phase II, the minimum work program
consists of a seismic acquisition program consisting of 500 line kilometers of
2D seismic and 200 square kilometers of 3D seismic and the drilling of one
exploratory well to a depth of 2,000 meters.




Our
Rajasthan Basin Agreements


RJ
Block 20 PSC


On March
2, 2007, we, along with our joint venture partner, Oil India Limited, signed a
PSC with respect to this onshore RJ Block 20.  The PSC covers an area
of approximately 2,196 square kilometers (542,643 acres).  We hold a
25% participating interest in this block with Oil India Limited as operator
holding the remaining 75% participating interest.  The PSC provides
that exploration activities are to be conducted in two phases commencing January
21, 2008 with the first phase covering a period of 4.0 years and the second
phase covering a period of 3.0 years, for a total duration of 7.0 years for both
phases.




The Phase
I mandatory and minimum work program is to reprocess 463 line kilometers of 2D
seismic; conduct a gravity, magnetic and geochemical survey; acquire, process
and interpret 820 line kilometers of 2D seismic; acquire 700 square kilometers
of 3D seismic; and drill a total of twelve exploratory wells between 2,000 and
2,500 meters.  The Phase II minimum work program, if we elect to
continue into Phase II, is to drill one well to 2,500 meters.




RJ
Block 21 PSC


On March
2, 2007, we, along with our joint venture partners, Oil India Limited and
Hindustan Petroleum Corporation Limited signed a PSC with respect to this
onshore RJ Block 21.  The PSC covers an area of approximately 1,330
square kilometers (328,650 acres).  We hold a 25% participating
interest in this block, Oil India Limited as operator holds a 60% participating
interest and Hindustan Petroleum Corporation Limited holds the remaining
15%.  The PSC provides that exploration activities are to be conducted
in two phases commencing January 21, 2008 with the first phase covering a period
of 4.0 years and the second phase covering a period of 3.0 years, for a total
duration of 7.0 years for both phases.




The Phase
I mandatory and minimum work program is to reprocess 463 line kilometers of 2D
seismic; conduct a gravity, magnetic and geochemical survey; acquire, process
and interpret 660 line kilometers of 2D seismic and 611 square kilometers of 3D
seismic; and drill a total of eight exploratory wells between 2,000 and 2,500
meters.  The Phase II minimum work program, if we elect to continue
into Phase II, is to drill one well to 2,000 meters.




Certain
Terms of Our PSCs


General


Except
for the size and location of the exploration blocks and the work programs to be
conducted, the PSCs contain substantially similar terms.  Under the
PSCs, the Government of India 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 participating interest,
including a change in control of a party, without the consent of the Government
of India, 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 Government of India.  The contracts
contain various other provisions, including, among others, obligations of the
parties to maintain insurance, maintain the 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 Blocks Prior to 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 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 final exploration phase,
only developed areas and areas of discoveries are to be retained.




9
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Relinquishment
on our 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
PSCs 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
Government of India 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 Government of India
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 Block and 10% to 30% of the production from the DS 03
Block.  The newly awarded blocks under NELP-VI are allocated 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.  This percentage
split is based upon pre-determined production levels with the balance of the
production to be allocated to the other joint venture participants in proportion
to their participating interests.




Bank
Guarantees


The PSCs
contain provisions whereby the joint venture participants must provide the
Government of India 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, 2010 through March
31, 2011 and their related budgets have yet to be approved for our existing PSCs
to which we are a party.  Accordingly, our estimates as to capital
expenditures for these budgeted years as well as the year ending December 31,
2010 and beyond are subject to revision when the budgets are
approved.




Our
Oil and Gas Exploration and Drilling Activities


As at
December 31, 2009, we have participated through joint ventures in which we are a
party in the drilling of ninety-one wells.  Further, we acquired three
wells originally drilled by ONGC in the Tarapur Block.  Of the total
ninety-one wells drilled, sixteen wells have been drilled in the Krishna
Godavari Basin within the KG Offshore Block, while the remaining seventy-eight
wells have been drilled in the Cambay Basin.  A total of twenty-one
wells have been abandoned because of the absence of economic quantities of
hydrocarbons or because the well characteristics would make the production of
hydrocarbons problematic and non-commercial.




A field
development plan has been filed by GSPC with the Government of India and
Director General of Hydrocarbons for a portion of the KG Offshore Block under
the provisions of the PSC.  Government of India has provided approval
for these plans subject to certain terms and conditions.




While we
have discoveries in the Mehsana Block and the Sanand/Miroli Block along with
additional discoveries in the Tarapur Block and the KG Offshore Block, field
development plans have not yet been submitted on those blocks for those specific
discoveries.




Our
Krishna Godavari Basin Activities


KG
Offshore Activities


During
the year ended December 31, 2009, four wells (KG#19, KG#32, KG#21 & KG#33)
completed drilling, were tested and are currently suspended awaiting further
evaluation.  One well (KG#20SS) commenced drilling and was drilled to
a depth of 4,800 meters and is currently being tested.




Seven
wells (KG#21, KG#31, KG#16, KG#33, KG#22, KG#32 and KG#19) which do not form
part of the Deen Dayal West Field Development Plan are awaiting further
appraisal before the preparation and submission of a declaration of
commerciality pursuant to the PSC can be supported.




Deen
Dayal West Field Development


During
the year ended December 31, 2009, GSPC as operator completed a 240 square
kilometer Q-Marine seismic data acquisition over the Deen Dayal
structure.




On June
18, 2009, GSPC submitted the Deen Dayal West Field Development Plan in
accordance with the provisions of the Production Sharing Contract to the
Management Committee including the Government of India for
approval.  On November 11, 2009, it was announced that the Field
Development Plan had been approved.




10
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KG
Onshore Activities


A 3-D
seismic acquisition program commenced in the first quarter of
2010.  The acquisition program is planned to cover approximately 548
square kilometers with approximately 400 square kilometers of full-fold data as
a result of seismic acquisition restrictions in the reserve forest. The
contractor, KazakhstanCaspiyShelf (KCS), a company established in February 1993
by the Kazakhstan government, is expected to complete the seismic acquisition
and part of the processing before the end of the 2010 year.




Three
priority locations have been proposed by us to the operator, Oil India
Limited.  These locations have been reviewed by and agreed to by Oil
India Limited, as well as a third party engineering firm.  All of
these locations have multiple prospects in both the shallower (Eocene – Miocene)
and the deeper (Cretaceous – Jurassic) zones.




We
anticipate Oil India Limited as operator will commence drilling operations
before the end of the third quarter 2010.




Our
Cambay Basin Exploration Activities


For the
balance of the year ended December 31, 2009 GSPC had contracted four onland
drilling rigs to be utilized to drill wells on the GSPC operated Tarapur,
Sanand/Miroli and Ankleshwar Blocks as well as other GSPC lands to which we are
not a participant.  Two rigs from John Energy Ltd. of Ahmedabad, India
are 1,000 and 1,500 horsepower and two rigs from Dewanchand Ramsaran Industries
(P) Ltd. of Mumbai, India are 1,000 and 2,000 horsepower.




Tarapur
Block


As at
March 30, 2010, GSPC, as operator, has acquired a total of 750 square kilometers
of 3D seismic on the Tarapur Block.  Activities in 2009 in the Tarapur
North, Tarapur South and The Tarapur 1 Discovery Area on the block include the
drilling of thirty-five wells (twenty-three exploration wells, nine appraisal
wells and three development wells), of which four were drilled in 2009 in the
Tarapur 1 Discovery Area.  Further, we acquired three wells originally
drilled by ONGC.




Tarapur 1 Discovery
Area


The
Tarapur Management Committee has approved the Tarapur 1 field development plan
which covers an area of approximately 2.14 square kilometers within the Tarapur
1 Discovery Area of approximately 9.7 square kilometers and includes three
existing discovery wells (Tarapur 1, Tarapur P and Tarapur 5) and three
development wells (TD-1, TD-2 and TD-3).  All six wells are tied into
the oil tank storage facilities by way of a gathering system.




First
production from the three discovery wells commenced in May 2009.  Two
development wells (TD-2 and TD-3) commenced production during the month of
September 2009 and the third development well (TD-1) commenced production in
January 2010.  Throughout 2009, associated natural gas was being
produced and flared off.  GSPC as operator built a small line gas
pipeline to handle this gas, and effective January 2010, this associated natural
gas is now being sold into the local market.




There are
ten additional wells in the Tarapur 1 Discovery Area which are drilled, tested
and awaiting tie-in to the oil tank storage facilities.  One further
additional well (Tarapur G) is a gas well and is drilled, tested and awaiting
GSPC as operator to construct a separate gas pipeline to handle this natural
gas.  GSPC is currently preparing and filing the necessary
declarations of commerciality and field development plans pursuant to the
provisions of the PSC in conjunction with building the gas pipeline in order to
bring these additional eleven wells within the Tarapur 1 Discovery Area onto
production.




Tarapur
East


There are
no wells drilled to date in the Tarapur East area.  The Tarapur East area
is located approximately forty kilometers to the east of the Tarapur 1 Discovery
Area.




The
consortium has applied for an 18 month extension of the exploration phase to May
22, 2010 in order to acquire 330 square kilometers of 3D seismic and drill five
exploration wells.  As a condition to the grant of this extension, the
consortium partners must provide, if the extension is granted, a 35% bank
guarantee and a 30% cash payment as agreed non-refundable pre-estimated damages
based on the cost of the additional work program.  The total cost of the
additional work program is estimated to be $18.3 million which would result in a
bank guarantee of $6.4 million and a cash payment of $5.49 million.  Our
18% proportionate share of these costs is $1.15 and $0.99 million
respectively.  Further, GSPC stated it would relinquish approximately 347
square kilometers, thereby leaving approximately 866 square kilometers. 
This 866 square kilometer area includes retaining the 330 square kilometer
Tarapur East area.  Government approval for this application is
pending.




Tarapur
South


As at
March 30, 2010, five wells have been drilled in the Tarapur South
area.  The five suspended wells are awaiting further testing and
appraisal before the submission of a declaration of commerciality pursuant to
the terms of the PSC.  The Tarapur South area is located approximately 40
kilometers to the southeast of the Tarapur 1 Discovery Area.




Sanand/Miroli
Block


As at
March 30, 2010, GSPC as operator has completed a 463 square kilometer onshore 3D
seismic acquisition program, reprocessed 1,000 line kilometers of 2D seismic
data and conducted a geochemical survey and analysis of 200
samples.  Further, twenty wells (seventeen exploratory and three
appraisal) have been drilled, of which two were drilled in 2009, which fulfills
the minimum work program for Phases I and II and III.




11
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Of the
twenty wells drilled to date, thirteen wells have been tested and are currently
suspended of which eight wells (M-1, M-6, SE-2, SE-3, SE-4, SE-5, SE-8 and
SE-10) have been reported by GSPC to the Director General of Hydrocarbons as
discovery wells under the terms of the PSC.  Of the seven remaining
wells, two have been drilled and awaiting a testing program and five have been
abandoned.




Ankleshwar
Block


As at
March 30, 2010, GSPC as operator has completed a 494 square kilometer 3D seismic
acquisition program, reprocessed 1,000 line kilometers of 2D seismic, completed
a geochemical survey and analysis of 520 samples and drilled thirteen wells,
eight of which were drilled during 2009.




On
September 18, 2009, GSPC as operator applied for a twelve month extension of
Phase I to September 30, 2010 to complete the exploratory drilling commitments
under Phase I on this block, which approval is pending.  Two
exploratory wells remain to be drilled under the Phase I minimum work
program.




Of the
thirteen wells (twelve exploratory and one appraisal); one has completed testing
and is currently suspended, six are being tested and six are to be
abandoned.




Mehsana
Block


As at
March 30, 2010, Jubilant Offshore Drilling Pvt. Ltd. as operator has completed,
processed and interpreted a 235 square kilometer onshore 3D seismic acquisition
program, reprocessed 650 line kilometers of 2D seismic data and has completed a
geochemical survey.  Further, eight wells (seven exploratory and one
appraisal) have been drilled, which along with the seismic and survey work
completed to date either meets or exceeds the minimum work program for Phase
I.




The
consortium has elected not to move into Phase II on this block but rather have
requested on August 28, 2008 a six month extension to Phase I in order to
complete a testing and stimulation program on existing wells in order to
complete the appraisal of the block.  On February 8, 2010 the
Directorate General of Hydrocarbons approved the extension of Phase I until July
13, 2010.




Our
Deccan Syneclise Basin Exploration Activities


DS
03 Block


During
the year ended December 31, 2009, the field work for the acquisition, processing
and interpretation of the gravity magnetic survey on this block was
completed.  It is our intention as operator of the block to complete a
12,000 line kilometer aeromagnetic survey before the end of the second quarter
2010.




On
February 6, 2010, we applied for a six month extension of Phase I for the DS 03
Block to September 3, 2010 in order for us to complete the aeromagnetic
survey.  Approval for this request from the Government of India is
currently pending.




DS
04 Block


During
the year ended December 31, 2009, the field work for the acquisition, processing
and interpretation of the gravity magnetic survey on this block was
completed.  It is our intention as operator of the block to drill ten
core holes to a depth of 500 meters and complete a 535 line kilometer 2-D
seismic survey over the balance of the 2010 year.




Our
Rajasthan Basin Exploration Activities


RJ
Block 20 and RJ Block 21


During
the year ended December 31, 2009, the consortium completed the processing and
interpretation of the recently acquired 3D seismic program of approximately
1,300 square kilometers on both of these blocks.  We have identified a
number of drilling locations and expect to commence drilling in the second
quarter of 2010.




Our
2010 Anticipated Oil and Gas Activities


We expect
our exploration and development activities pursuant to the PSCs we are a party
to, and the related drilling activities in the ten exploration blocks that we
hold an interest in, will continue through 2010 in accordance with the terms of
those agreements.  During the period January 1, 2010 to December 31,
2010, based on the current budgets, we anticipate that ten exploratory wells and
ten core wells will be drilled on the blocks in which we have an interest; a
12,000 line kilometer aeromagnetic survey will be conducted; and 2,015 line
kilometers of 2-D seismic and 350 square kilometers of 3-D seismic will be
acquired and processed.  We further expect to commence the
construction of the gas gathering and production facilities together with
further development drilling on the KG Offshore block in which we have a carried
interest.   Additional expenditures may be incurred in connection
with additional exploratory, appraisal and development wells we may participate
in.  Also, if we increase our participating interest in the KG Onshore
Block to 25%, our obligations to fund the 3-D seismic acquisition and the
exploratory drilling on the block will increase.




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 Government of
India in the future.  As of March 30, 2010, we have no specific plans
to join with others in bidding for any specific PSCs in India and
elsewhere.  We expect that our interest in any such ventures would
involve a minority participating interest in the venture.  In
addition, although there are no present plans to do so, as opportunities arise,
we may seek to acquire minority participating interests 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.




12
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We may
during the year 2010 seek to participate in joint venture bidding for the
acquisition of oil and gas interests in other international countries, however,
as of March 30, 2010, we have made no specific plans regarding such activities
and have not entered into any binding agreements with respect to such
activities.




As of
March 30, 2010, 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 will be required for these purposes. As a result, 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 when we seek to raise
additional capital it will be through the sale of equity securities, debt or
other financing arrangements.  We are unable to estimate the terms on
which such capital will be raised, the price per share or possible number of
shares involved or the terms of any agreements to raise capital under other
arrangements.




During
the first quarter of 2010, we hired a new Senior Executive.  We do not
expect to have any further significant change in 2010 in our number of
employees.




Reserve
Report


As a
result of the approval of the Tarapur 1 field development plan by the Management
Committee in April 2009 and the completion of an independent reserve study dated
January 1, 2010 by Chapman Petroleum Engineering Ltd. out of Calgary, Alberta,
Canada, we claim reserves in the Tarapur 1 field as at December 31, 2009 as
follows:




Summary
of Oil and Gas Reserves as of December 31, 2009


Reserves
      Category
            Oil
      (MBbls)
            Natural
      Gas (MMcf)PROVEDDeveloped
            117.6
            88.5Undeveloped
            --
            --TOTAL
      PROVED
            117.6
            88.5ProbableDeveloped
            444.5
            695.6Undeveloped
            68.6
            --PossibleDeveloped
            --
            --Undeveloped
            --
            --




Proved
Reserves


Proved
oil and gas reserves are those quantities of oil and gas, which, by analysis of
geo-science and engineering data, can be estimated with reasonable certainty to
be economically producible.




Probable
Reserves


Probable
reserves are those additional reserves that are less certain to be recovered
than proved reserves but which, together with proved reserves, are as likely as
not to be recovered.




Development
and Exploration Expenditures


The
following table sets forth information regarding costs we incurred in our
development and exploration activities by basin block areas as at December 31
for each of the last three years.




Millions
            
            $
            2009
            
            
            $
            2008
            
            
            $
            2007Development
      CostsCambay
      Basin Blocks
            
            
            4.020
            
            
            
            --
            
            
            
            -4.020
            
            
            
            --
            
            
            
            --Exploration
      CostsIndiaKrishna
      Godavari Basin Blocks
            
            
            5.577
            
            
            
            5.257
            
            
            
            4.413Cambay
      Basin Blocks
            
            
            31.039
            
            
            
            24.026
            
            
            
            18.704Deccan
      Syneclise Basin Blocks
            
            
            1.054
            
            
            
            0.717
            
            
            
            0.280Rajasthan
      Basin Blocks
            
            
            4.123
            
            
            
            4.085
            
            
            
            0.136Middle
      EastYemen,
      Oman and Egypt
            
            
            --
            
            
            
            --
            
            
            
            2.56041.793
            
            
            
            34.085
            
            
            
            26.093Total
            
            
            45.813
            
            
            
            34.085
            
            
            
            26.093









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As at
December 31, 2009, GSPC has incurred costs of approximately $150 million
(December 31, 2008 - approximately $87.0 million) for exploration activities on
the KG Offshore Block attributable to us under our Carried Interest Agreement
with GSPC of which, 50% is for the account of Roy Group (Mauritius)
Ltd.  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 Roy Group (Mauritius) Ltd. under the Carried Interest
Agreement have been recovered by GSPC from future production
revenue.  Under the terms of the Carried Interest Agreement, 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.  See “Item 1. - Business -
Carried Interest Agreement Dispute”.




The
following table presents the amount of suspended exploratory drilling costs
relating to continuing operations at December 31 for each of the last three
years, and changes in those amounts during the years then ended and
prior.




Millions
            
            
            2009
              $
            
            
            
            2008
              $
            
            
            2007
      and prior
              $Balance
      at January 1
            
            
            34.085
            
            
            
            26.093
            
            
            
            --Additions
      pending the determination of proved reserves
            
            
            12.021
            
            
            
            18.090
            
            
            
            26.093Reclassification
      to proved reserves
            
            
            (4.313
            )
            
            
            --
            
            
            
            --Charge
      to impairment expense
            
            
            --
            
            
            
            (10.098
            )
            
            
            --Balance
      at December 31
            
            
            41.793
            
            
            
            34.085
            
            
            
            26.093




The
following table presents the total amount of suspended exploratory drilling
costs as of December 31, 2009 by geographical area within India, including the
year the costs were originally incurred.  The table excludes amounts
capitalized and subsequently reclassified to proved oil and gas properties or
charged to expense as impairment.




Year
      Costs IncurredMillions
            
            Total
              $
            
            
            
            2009
              $
            
            
            
            2008
              $
            
            
            2007
      and prior
              $KG
      Basin
            
            
            5.577
            
            
            
            0.320
            
            
            
            1.654
            
            
            
            3.603Cambay
      Basin
            
            
            31.039
            
            
            
            7.014
            
            
            
            10.844
            
            
            
            13.181Rajasthan
      Basin
            
            
            4.123
            
            
            
            0.037
            
            
            
            3.949
            
            
            
            0.137Deccan
      Syncline Basin
            
            
            1.054
            
            
            
            0.337
            
            
            
            0.437
            
            
            
            0.280Total
            
            
            41.793
            
            
            
            7.708
            
            
            
            16.884
            
            
            
            17.201Suspended
      exploratory drilling costs capitalized for a period greater than one year
      after completion of drilling at December 31, 2009 (included in the table
      above)
            
            
            34.085




Well
costs that have been suspended for longer than one year are associated with ten
exploration blocks within four geological basins in India.  Further,
the exploration phase for a Production Sharing Contract in India generally
covers a period of seven to eight years.  The majority of these costs
are suspended pending the completion of an economic evaluation including, but
not limited to, results of additional appraisal drilling, well test analysis,
additional geological and geophysical data and approval of a Field Development
Plan pursuant to the related Production Sharing Contract.  Management
believes these projects with suspended exploratory drilling costs exhibit the
potential for sufficient quantities of hydrocarbons to justify potential
development and is actively pursuing efforts to assess whether reserves can be
attributed to these geological basins.  If additional information
becomes available that raises doubt as to the economic or operational viability
of any of these projects, the associated costs will be evaluated at that
time.




14
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Drilling
Activity


During
the 2009 drilling program, exploratory drilling activity consisted of twenty
gross completed wells (2008 was thirty-four wells and 2007 was nineteen wells)
and development drilling activity consisted of zero gross completed wells (2008
was zero wells and 2007 was three wells).  The following table sets
forth information as to wells completed drilling under the terms of our PSCs in
India during the periods indicated.




Net
      Exploratory
            
            Net
      DevelopmentProductive
            Dry
      Holes
            Total
            
            Productive
            Dry
      Holes
            Total
            
            Total2009
            1.94
            0.20
            2.14
            
            0
            0
            0
            
            2.142008
            3.39
            0.80
            4.19
            
            0
            0
            0
            
            4.192007
            1.88
            0.35
            2.23
            
            0.42
            0
            0.42
            
            2.652006
      and prior
            1.89
            1.00
            1.89
            
            0.42
            0
            0.42
            
            2.31Total
            8.10
            2.35
            10.45
            
            0.84
            0
            0.84
            
            11.29




A
gathering system and oil tank storage facilities exist within the Tarapur 1
Discovery Area which encompasses six oil wells.  In May 2009,
production commenced from within this area therefore, we re-classified those six
wells from exploratory productive wells to development productive wells within
the year they were completed drilling.  Three of those six wells
pertain to the 2007 drilling year.




Productive
Wells


As of
December 31, 2009, the Company had an ownership in productive wells that were
completed drilling under the terms of our PSCs as follows:




Oil
      Wells
            Gas
      Wells
            TotalGross
            59
            11
            70Net
            8.3
            0.64
            8.94




Acreage


At
December 31, 2009, we have an interest in approximately 3,199,507 gross acres
(1,729,085 net acres) in both developed and undeveloped acreage covering the ten
exploration blocks we are a party to.




Contract
Interest in Developed Acreage


At
December 31, 2009, we hold an interest in one lease within our Tarapur Block
consisting of approximately 2.14 square kilometers (529 gross acres and 74 net
acres) that is deemed developed or acreage within an approved Field Development
Plan assignable to productive wells.  Productive wells are defined as
producing wells and wells mechanically capable of production.




Gross
      acres
            Net
      acresContract
      Interest in Developed AcreageCambay
      Basin BlocksTarapur
            529
            74Total
      Developed Acreage
            529
            74




Contract
Interests in Undeveloped Acreage


Under the
terms of the ten PSCs to which we are a party, we have an interest in
approximately 3,198,978 gross acres (1,729,011 net acres) of undeveloped acreage
as of December 31, 2009 after reflecting relinquishment of acreage as required
under the PSCs.  Undeveloped acreage encompasses those leased acres on
which wells have not been drilled or completed to a point that would permit the
production of economic quantities of oil or gas regardless of whether such
acreage contains proved reserves.  Substantial work commitments must
be performed pursuant to each of these PSCs before we 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/or third phases of
exploration phases, as applicable under the terms of our PSCs, could result in
the loss of acreage pursuant to the relinquishment provisions of the PSC (see
“Additional Terms of Our PSCs”).  No leases to any of the undeveloped
acreage have been granted and there can be no assurance that we will be granted
a leasehold or other interest in this 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 for the area to be developed.  Leases are to have an initial
term of twenty years.




15
 Table of Contents


All such
acreage is located in India as follows.  One square kilometer has been
converted to approximately 247 acres.




Gross
      acres
            Net
      acresContract
      Interests in Undeveloped AcreageKrishna
      Godavari Basin BlocksKG
      Offshore
            457,145
            (1)22,857KG
      Onshore
            135,661
            (2)
      13,566592,806
            36,423Cambay
      Basin BlocksMehsana
            22,981
            (3)2,298Sanand/Miroli
            34,841
            (3)3,484Ankleshwar
            110,703
            11,070Tarapur
            (4)
      132,154
            (3)(4)
      23,713300,679
            40,565Deccan
      Syneclise Basin BlocksDS
      03
            779,618
            779,618DS
      04
            654,582
            654,5821,434,200
            1,434,200Rajasthan
      Basin BlocksRJ
      Block 20
            542,643
            135,661RJ
      Block 21
            328,650
            82,162871,293
            217,823Total
      Undeveloped Acreage
            3,198,978
            1,729,011





(1)
            excludes acreage that is subject
      to the Participating Interest Agreement with Roy Group (Mauritius)
      Ltd.


(2)
            based on a 10% participating
      interest


(3)
            remaining acreage after
      relinquishment


(4)
            if we receive approval for the
      additional extension to Phase III for the Tarapur East area, we would add
      330 square kilometers to our acreage position, thereby bringing the total
      to 213,699 gross acres and 38,391 net
  acres.






Hedging
Activities


At
December 31, 2009, 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.  Except for the Tarapur 1 Development Area where there exists
a gathering system and oil tank storage facilities, there are yet to be
constructed any facilities as mentioned above on our remaining
blocks.




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 Government of
India 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 Government of India 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.


16
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Employees


The
services of our President and Chief Executive Officer, Jean Paul Roy, are
provided pursuant to the terms of a Technical Services Agreement we entered into
with Roy Group (Barbados) Inc., a corporation wholly owned by Mr.
Roy.  The services of Allan J. Kent, our Executive Vice President and
Chief Financial Officer are provided through D.I. Investments Ltd., a
corporation wholly owned by Mr. Kent.  As such, the services of
Messrs. Roy and Kent are provided to us in their capacity as employees of Roy
Group (Barbados) Inc. and D. I. Investments Ltd, respectively, and each devote
substantially all of their time to our affairs.




In
addition to Messrs. Roy and Kent, as at December 31, 2009, we employ five full
time persons and seven consultants in Calgary, Alberta, Canada and seven full
time persons and two consultants in Gandhinagar, Gujarat, India.




Incorporation
and Organization


On August
29, 2003, we acquired all of the issued and outstanding shares of GeoGlobal
Resources (India) Inc., 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 were released from
escrow on December 11, 2009 upon the confirmation from the GeoGlobal Resources
Inc. Board of directors that the conditions for their release under the terms of
the Escrow Agreement had been met.  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 Resources (India) Inc. (the accounting parent and legal
subsidiary) and has been accounted for as a purchase of the net assets of
GeoGlobal Resources Inc. by GeoGlobal Resources (India)
Inc.  Accordingly, this transaction represents a recapitalization of
GeoGlobal Resources (India) Inc., the legal subsidiary, effective August 29,
2003.




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
1A.                 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.




Risks
Relating to Our Oil and Gas Activities


We
Have A History Of Losses And Our Liquidity Position Imposes Risk To Our
Operations


To date,
we have not achieved our planned principal operations and we are considered to
be in the development stage of our operations.  We have incurred
negative cash flows from our operations, and at this time all exploration
activities and overhead expenses are primarily financed by way of the issue and
sale of equity securities with a small portion being financed from oil sales and
interest income on our cash balances.  The recoverability of the costs
we have incurred to date is uncertain and is dependent upon achieving commercial
production or sale.  Our prospects must be considered in light of the
risks, expenses and difficulties which are frequently encountered by companies
in their early stage of operations, particularly companies in the oil and gas
exploration industry.




Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from oil and natural gas interests in the
future.  Our financial statements as at and for the year ended
December 31, 2009 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business.  We incurred a net loss
of $4.4 million, and used $2.1 million of cash flow in our operating activities
and $7.0 million in our investing activities for the year ended December 31,
2009.  As at December 31, 2009 we had an accumulated deficit of $28.8
million.  These matters raise doubt about our ability to continue as a
going concern.




17
 Table of Contents




We expect
to incur substantial expenditures to further our exploration and development
programs and the existing cash balance and any cash flow from operating
activities may not be sufficient to satisfy the current obligations and meet our
exploration and development commitments.  Development activities
within our blocks that are unable to achieve production in the short term may
need to be deferred or curtailed.  We are considering various
alternatives to remedy any future shortfall in capital.  We may deem
it necessary to raise capital through equity markets, debt markets or other
financing arrangements, including participation arrangements that may be
available for continued exploration expenditures.  Because of the
early stage of our operations and our absence of any material oil and natural
gas reserves and revenues, there can be no assurance this capital will be
available and if it is not, we may be forced to substantially curtail or cease
exploration expenditures which could lead to our inability to meet all of our
commitments under all our PSCs.




Should
the going concern assumption not be appropriate and we are not able to realize
our assets and settle our liabilities, commitments and contingencies, as more
fully described in our consolidated financial statements in the normal course of
operations, our consolidated financial statements would require adjustments to
the amounts and classifications of assets and liabilities, and these adjustments
could be significant.  Our consolidated financial statements do not reflect
the adjustments or reclassifications of assets and liabilities that would be
necessary if we are unable to continue as a going concern.




GSPC
Is Seeking a Payment From Us In the Amount Of Approximately $150 Million As Of
December 31, 2009 On Account Of GSPC’s Exploration Costs On the KG Offshore
Block


GSPC, the
operator of the KG Offshore Block in which we have a net 5% carried interest,
has advised us that it is seeking from us our pro rata portion of the amount by
which the sums expended by GSPC under all phases for the minimum work program as
set forth in the PSC for the KG Offshore Block in carrying out exploration
activities on the block exceeds the amount that GSPC deems to be our pro rata
portion of a financial commitment under all phases included in the parties’
joint bid for the award of the KG Offshore Block by the Government of
India.




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement.  GSPC asserts that we are required to pay 10% of the
exploration expenses over and above gross costs of $109.7 million (10% being
$10.97 million) (including the net 5% interest of Roy Group (Mauritius) Inc.)
plus interest.




Based on
the most recent information from GSPC dated March 25, 2010, GSPC asserts that
the amount payable is approximately $150 million as of September 30,
2009.  We estimate that the amount of GSPC’s claim as of December 31,
2009 to be approximately $150 million plus interest as of that
date.  We dispute the claims of GSPC.




We have
advised GSPC that, under the terms of the Carried Interest Agreement, the terms
of which are also incorporated into the PSC and the Joint Operating Agreement,
it has no right to seek the payment and that we believe the payment GSPC is
seeking is in breach of the Carried Interest Agreement.  We further
reminded GSPC that we have fulfilled our obligations under the Carried Interest
Agreement to provide extensive technical assistance without any further
remuneration other than the carried interest, all in accordance with the terms
of the Carried Interest Agreement.  In furtherance of our position, we
have obtained the opinion of prominent Indian legal counsel who has advised us
that, among other things, under the terms of the agreements between the parties,
and in particular the Carried Interest Agreement, we are not liable to pay any
amount to GSPC for either costs and expenses incurred or otherwise before
reaching the stage of commercial production.




On
November 5, 2008 GSPC advised us that the minimum work program for all
Exploration Phases of the KG Offshore Block had been completed as of September
30, 2008 and same has been noted by Directorate General of
Hydrocarbons.  As such, GSPC advised us that it has elected to
undertake an additional work program over and above the minimum work program as
either Joint Operations or as Exclusive Operations under the terms of the PSC
and that we must elect whether we wish to participate in these future
exploration activities over and above the minimum work program on the KG
Offshore Block as Joint Operations or alternatively, GSPC will conduct these
drilling activities as Exclusive Operations, as defined in the PSC.




On
November 13, 2008 we advised GSPC that we exercised our right to participate in
the drilling operations proposed in the November 5, 2008 GSPC letter as a Joint
Operation under the terms of the PSC and Joint Operating
Agreement.  Further, we advised GSPC, among other things, that our
exercise was done pursuant to the terms of our Carried Interest Agreement with
GSPC, and as such we would be carried for 100% of all of our share of any costs
during the additional exploration phase prior to the start of initial commercial
production and that the Carried Interest Agreement extends through the
exploration period of the PSC.




We
continue to be of the view that, under the terms of the Carried Interest
Agreement, we have a carried interest in the exploration activities conducted by
the parties on the KG Offshore Block for 100% of our share (including the share
of Roy Group (Mauritius) Inc.) of costs during the exploration phase prior to
the start date of initial commercial production on the KG Offshore
Block.  To date, commercial production has not been achieved on the
block.  As such, we are of the view that the additional costs of
drilling future exploration or development wells, or the costs of building the
production facilities shall be subject to the Carried Interest Agreement and
shall be carried by GSPC.




18
 Table of Contents


We intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the Carried Interest Agreement, the PSC and the Joint
Operating Agreement as may be appropriate.  However, there can be no
assurance that GSPC will not institute arbitration or other proceedings seeking
to recover the sum or otherwise contend we are in breach of the PSC or that the
effect of GSPC seeking payment of this sum may not hinder our capital raising
and other activities.  In September 2007, we commenced discussions
with GSPC in an effort to reach an amicable resolution.  A draft
proposal has been put forward by us to GSPC in both June and December of 2009 in
order to settle this dispute amicably.  We are of the understanding
that GSPC Board of Directors’ approval is required in order to complete this
settlement.  We are currently awaiting this board meeting to take
place.  However, no settlement agreement has been reached as of March
30, 2010 and there can be no assurance that this matter will be settled
amicably




Our
Internal Control Over Financial Reporting Was Not Effective As Of December 31,
2009 And Continuing Weaknesses In Our Internal Controls And Procedures Could
Have A Material Adverse Effect On Us


During
our management’s assessment of the effectiveness of our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act in
connection with the preparation of our Annual Report on Form 10-K for the year
ended December 31, 2009 we identified material weaknesses in those controls as
identified in Item 9A of this Annual Report - Controls and
Procedures.




We did
not maintain an effective control environment.  Specifically, we did
not formally communicate and emphasize controls and enforce corporate strategy
and objectives.  We did not formally define roles and responsibilities
for employees and management or have a formal process to monitor the performance
of employees and management against such objectives.  As a result of
not effectively defining roles and responsibilities for employees and
management, we did not identify certain regulatory, registration and taxation
requirements in the multiple jurisdictions in which we operate.




This
control deficiency could contribute to a reasonable possibility that a material
misstatement could occur in the financial statements, not be prevented or
detected on a timely basis and therefore constitutes a material
weakness.




As a
result of the existence of the material weakness discussed above, our management
concluded that we did not maintain effective internal control over financial
reporting as of December 31, 2009, based on the criteria established in Internal
Control — Integrated Framework issued by COSO.




Prior to
filing this report, we have taken certain steps to remediate this material
weakness.  Although these actions are continuing, we anticipate that
these actions when completed will remediate the material weakness we identified
and strengthen our internal control over financial reporting.  However
we cannot assure you that the finalized measures that we implement will
effectively address such material weaknesses or that additional material
weaknesses may not develop in the future.




Although
we have made significant progress towards remediation of our material weakness
over our control environment, certain aspects of our remediation plan are still
in progress.  Remedying the existing material weaknesses, as well as
any additional significant deficiencies or material weaknesses that we or our
independent auditors may identify in the future, may require us to incur
significant costs and expend significant time and management
resources.  If we fail to timely remedy any current or additional
material weaknesses or significant deficiencies that we or our auditors may
identify or if we cannot produce reliable financial reports, we may be unable to
comply with our periodic reporting requirements, accurately report our financial
results, detect fraud or comply with the requirements of Section 404 of the
Sarbanes-Oxley Act all of which could result in a loss of investor confidence in
the accuracy, timeliness and completeness of our financial reports. As a
consequence, the market price of our common stock could decline significantly,
we may be unable to obtain additional financing to operate and expand our
business and our business and financial condition could be materially
harmed.  In addition, we can give no assurance that our independent
auditors will agree with our management’s assessment of the effectiveness of our
internal control over financial reporting at that time.




The
Failure Of One Of Our Subsidiaries To Timely File Certain Periodic Reports With
The Proper Regulatory Authorities Poses Significant Risks To Our
Business.  Each Of Which Could Materially And Adversely Affect Our
Financial Condition And Results Of Operations


We have
recently determined that one of our subsidiaries may be in breach of certain
regulatory requirements of the jurisdiction of its organization and we are
currently taking immediate steps to remedy the matter. Our subsidiary’s
non-compliance with these regulations may result in a financial penalty being
imposed against the subsidiary in an amount at the discretion of the regulatory
authority. We believe the outcome pertaining to the matter at this time is not
determinable, and as such no provision has been made in these consolidated
financial statements for the payment of the financial penalty. We have been
advised that the range of the possible penalty is anywhere from $nil to $6.3
million which could materially and adversely affect our financial condition and
results of operations.




19
 Table of Contents


Our
Activities Have Only Recently Commenced And We Have a Very Limited Operating
History. Our Reserves Of Oil And Gas Are Not Material. We Anticipate Future
Losses and There Is No Assurance Of Our Success.


We are in
the early stage of developing our operations.  We have a very limited
operating history, we have realized very limited revenues from our activities,
and we have not achieved our planned principal operations as at December 31,
2009.




Our only
activities in the oil and natural gas exploration and production industry have
primarily involved entering into ten PSCs with the Government of
India.  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 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 an interest will result in any discovery of hydrocarbons
or that any hydrocarbons that are discovered will be in commercially recoverable
quantities.  Further, the realization of any revenues from
commercially recoverable hydrocarbons is substantially dependent upon the
ability to deliver, store and market any hydrocarbons that are
discovered.  As of March 30, 2010, there are no or limited facilities
for the delivery and storage of hydrocarbons on the areas covered by our
PSCs.




Companies
engaged in exploratory oil and gas activities are exposed to a number of special
risks including, among others;


·
            We
      may 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.




There can
be no assurance that the ventures in which we are a participant or hold an
interest 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.




We
Expect to Have Substantial Requirements Under the Terms of Our PSCs For
Additional Capital That May Be Unavailable To Us Which Could Limit Our Ability
To Participate In Our Existing Ventures.  Our Available Capital is
Limited




In order
to participate under the terms of our PSCs in future exploration, appraisal or
development programs, we will be required to contribute or have available to us
material amounts of capital.  Under the terms of our Carried Interest
Agreement 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 and development 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 bank guarantees
in connection with the grant of exploration rights, to conduct or participate in
exploration activities or be engaged in drilling, completion and development
activities.  We intend to seek the additional capital to meet our
requirements from equity markets, debt markets or other financing arrangements,
including participation arrangements that may be available for continued
exploration and development expenditures.  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.




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 or a portion thereof under the
contract.




As of
December 31, 2009, we had cash and cash equivalents of approximately $16.3
million.  We believe that our available cash resources will be
sufficient to meet all our expenses and cash requirements during the year ending
December 31, 2010 for our present level of operations on the ten exploration
blocks in which we are currently a participant in.  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 ten exploration blocks totals approximately $12.1 million during
the year ended December 31, 2010.  Upon receipt of approval from the
Government of India for the increase to a 25% participating interest, these
expenditures will increase to $15.5 million.  Any further PSCs 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.




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Possible
Inability Of Contracting Parties To Fulfill The Minimum Work Programs For
Certain Of Our PSCs


Our PSCs
relating to our exploration blocks in India provide that by the end of each
phase of the exploration phases the contracting parties shall have drilled a
certain number of wells or performed certain exploration
activities.  The PSCs have provisions for termination of the PSCs on
account of various reasons specified therein including material breach of the
contract.  This failure to timely complete the minimum work program
may be deemed to constitute such a breach.  Termination rights can be
exercised after giving ninety days written notice.  The termination of
a PSCby the
Government of India would result in the loss of our interest in the PSC other
than contract areas of the PSC determined to encompass Commercial Discoveries.




In the
event the minimum 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
Government of India 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.




Our
Failure To Timely File Certain Periodic Reports With The SEC Poses Significant
Risks To Our Business, Each Of Which Could Materially And Adversely Affect Our
Financial Condition And Results Of Operations


We did
not timely file with the SEC our Annual Report on Form 10-K for the fiscal year
ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2008.  Consequently, we were not compliant with
the periodic reporting requirements under the Securities Exchange Act of 1934,
as amended.  As a result of our failure to have timely filed our
periodic reports with the SEC, we were in violation of our Listing Agreement
with the American Stock Exchange which, had the delinquent reports not have been
thereafter filed in accordance with a plan of compliance we filed with and was
accepted by the AMEX, would have led to the suspension and ultimate removal of
our securities from trading on the AMEX.  In addition, our failure to
timely file those and possibly future periodic reports with the SEC could
subject us to enforcement action by the SEC and shareholder
lawsuits.  Any of these events could materially and adversely affect
our financial condition and results of operations and our ability to register
with the SEC public offerings of our securities for our benefit or the benefit
of our security holders.




Risks
Associated With Our Holding A Carried Interest


Under the
terms of our Carried Interest Agreement, we are carried by GSPC for all our
share of any costs and expenses during the exploration phase on the KG Offshore
Block, prior to the start date of initial commercial
production.  Under the terms of our Carried Interest Agreement, after
deducting all royalties payable, GSPC is entitled to recover all such costs and
expenses out of production, if any, from wells drilled by GSPC on the block
before we are entitled to receive any share of the
production.  Accordingly, we will not be entitled to receive any
production of hydrocarbons or revenues from the production from wells drilled on
the block until such time as GSPC has recovered the costs and expenses GSPC paid
during the exploration phase on our behalf.




As
operator of the KG Offshore Block, GSPC is required to conduct the exploration
and drilling operations on the block in accordance with generally accepted oil
and gas industry standards, subject to the terms of a Joint Operating Agreement,
and is entitled to make all decisions and take all actions necessary in
fulfilling the minimum work program commitments and future development
commitments made relating to the KG Offshore Block.  Through December
31, 2009, GSPC had expended approximately $150 million on our behalf under the
terms of the Carried Interest Agreement of which 50% is for the account of Roy
Group (Mauritius) Inc. and it is expected that those expenses will increase
materially thereafter.  There can be no assurance as to when, if ever,
GSPC will recover out of production our share of exploration costs and
expenses.  Until such time, we will realize no revenues from our
interest in the KG Offshore Block.  Accordingly, our ability to
receive revenues from hydrocarbon production from the KG Offshore Block,
notwithstanding our carried interest, is dependent upon the future production,
if any, recovered from the KG Offshore Block and the price realized from the
production, if any, being sufficient to enable GSPC to recover the costs and
expenses it incurs on our behalf.




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 Government of
India consent and matters relating to the implementation and conduct of
operations under the PSC are subject, under certain circumstances, to Government
of India 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.




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Our
Control By Certain Directors And Executive Officers May Result In Those Persons
Having Interests Divergent From Our Other Stockholders


As of
March 30, 2010, our Directors and executive officers and their respective
affiliates in the aggregate, beneficially hold 32,751,000 shares or
approximately 45.0% of our outstanding Common Stock.  As a result,
these persons possess significant influence over us, which may give them the
ability, among other things, to elect a majority of our Board of Directors and
approve significant corporate transactions.  These persons may 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.




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 Mr. Roy are provided pursuant to the terms of an agreement with a
corporation wholly-owned by Mr. Roy.  We have no direct contractual
agreement with Mr. Roy and, therefore, he is not directly obligated to provide
services to us or refrain from engaging in other activities.  At
present, Mr. Kent’s services are provided through an oral agreement with D. I.
Investments Ltd., a corporation wholly-owned by Mr. Kent.  There is no
written agreement between us and Mr. Kent which obligates him to refrain from
engaging in 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 Technical
Services Agreement with Roy Group (Barbados) Inc. 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 initial term of this contract was for three years with a
provision to continue for successive periods of one year.  Currently
the term of the Technical Services Agreement, as amended, extends through
December 31, 2010 and continues for successive periods of one year thereafter
unless otherwise agreed by the parties or either party has giver written notice
that the agreement will terminate at the end of the term.




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 Government of India 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 03 Block and the DS 04 Block in which we
hold a 100% interest and are the operators.  Accordingly, the
realization of success in these exploration 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.




The
minimum work programs required to be conducted by the contracting parties under
certain of the PSCs to which we are a party have not been completed by the
operators within the time frames required by the PSCs.  These
circumstances could lead to the assessment of damages against the contracting
parties and the loss of our investments under the PSCs.  We are
dependent upon the operators to timely complete these minimum work
programs.




Under the
terms of our Carried Interest Agreement 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.  Additional drilling costs including the drilling
to depths in excess of 5,000 meters, where higher down-hole temperatures and
pressures are encountered, versus shallower depths as originally anticipated, as
well as the testing and completion costs of these wells, resulted in additional
costs exceeding originally estimated expenditures.  We estimate that
GSPC has incurred costs of approximately $150 million on our behalf as of
December 31, 2009 of which 50% is for the account of Roy Group (Mauritius)
Inc.  We have been further advised that GSPC is expected to incur
additional costs of approximately $180 million on our behalf (including the 5%
participating interest of Roy Group (Mauritius) Inc.) under the terms of the
Carried Interest Agreement over the next two years ending December 31,
2011.  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 Carried Interest Agreement 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
Carried Interest Agreement as to which we remain liable to GSPC, 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 Carried Interest Agreement, 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.




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Certain Terms Of The PSCs 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
      Government of India 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.




·
            Until
      such time as the Government of India 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
      Government of India 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.




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 the 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.  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.




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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
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 Producible


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


We do not
claim any material proved or probable reserves of oil or natural gas as at
December 31, 2009.  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 work-over 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.




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 Table of Contents


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 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 business, results of operations and financial
condition.




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 Director General of Hydrocarbons or Government of
      India 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 Government of India 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, our estimates as to the
      anticipated annual costs of those activities and the adequacy of our
      capital to meet our requirements for our present and anticipated levels of
      activities are all forward-looking
statements.




These
statements appear, among other places, under the captions “Item 1. - Description
of Business - Our Oil and Gas Activities,”  “Item 1A. - Risk Factors”
and “Item 7. - Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”  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 Government of India or that we
      will be successful in acquiring interests in existing
      ventures.


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 Table of Contents


·
            We
      cannot assure you that we will obtain all required consents, waivers and
      extensions from the Director General of Hydrocarbons or Government of
      India as and when required to maintain compliance with our PSCs , that we
      may not be adversely affected by any delays we may experience in receiving
      those consents, waivers and extensions, that we may not incur liabilities
      under the PSCs for our failure to maintain compliance with and timely
      complete the related work programs, or that GSPC may not be successful in
      its efforts to obtain payment from us on account of exploration costs it
      has expended on the KG Offshore Block for which it asserts we are liable
      or otherwise seek to hold us in breach of that PSC or commence arbitration
      proceedings against us.


·
            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
      commercially-productive wells or that any further wells drilled will have
      commercially-successful results.




An
investment in shares of our common stock involves a high degree of
risk.  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.




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-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.





Item
1B.                 Unresolved Staff
Comments





As of
December 31, 2009, we did not have any unresolved comments from the SEC staff
that were received 180 or more days prior to year-end.





Item
2.                 Properties





Our
corporate head office is located at Suite #200, 625 – 4 Avenue SW, Calgary,
Alberta, T2P 0K2 Canada.  These premises are leased for a term of 35
months ending January 31, 2013 at an annual rental of approximately $165,000 for
base rent and operating costs.  These premises include approximately
3,515 square feet which we consider adequate for our present
activities.




Our India
operations office is located at 304 & 305, Third floor, IT Tower – II
Infocity, Gandhinagar, 382 009 India.  We purchased these premises
which are part of an office condominium complex.  The premises include
approximately 11,203 square feet which we consider adequate for our
activities.  The annual operating and maintenance cost of these
premises is approximately $11,000.




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, 2009 to a
vote of our securityholders through the solicitation of proxies or
otherwise.








26
 Table of Contents


PART
II





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





Market
Information


Our
Common Stock is traded on the NYSE/Amex (formerly the American Stock Exchange)
under the symbol GGR.  The following table sets forth the quarterly
high and low sales price for the period January 1, 2008 through March 29,
2010.




Year
            Calendar
      Quarter
            High
      ($)
            Low
      ($)2008
            First
      Quarter
            5.09
            2.60Second
      Quarter
            3.45
            2.01Third
      Quarter
            4.29
            1.76Fourth
      Quarter
            2.50
            0.952009
            First
      Quarter
            1.67
            0.50Second
      Quarter
            1.60
            0.70Third
      Quarter
            1.39
            0.75Fourth
      Quarter
            3.04
            0.902010
            First
      Quarter (up to March 29, 2010)
            2.80
            1.50




On March
29, 2010, the closing sales price for our Common Stock, as reported on
the






NYSE/Amex
was $1.56.




Holders


As of
March 30, 2010, we had approximately 90 shareholders of record.  This
does not include the number of shareholders of our Common Stock held
beneficially in street form.




Dividends


We did
not pay any dividends on our Common Stock during the years ended December 31,
2009 and 2008 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.




Performance
Graph


The
following graph compares the performance of our Common Stock over the preceding
five-year period.  The following graph is presented as required by SEC
rules.  The comparison (change in year-end stock price plus reinvested
dividends) assumes that $100 was invested on December 31, 2004 in each of the
shares of GeoGlobal Resources Inc., Cubic Energy, Inc., Abraxas Petroleum
Corporation and the S&P 500 Index.  It includes the reinvestment
of any dividends, although we have never paid any cash dividends.









(1)
            Cubic
      Energy, Inc. is a NYSE/Amex listed company engaged in development and
      production in oil and gas in the United States.  This Company
      falls under the same SIC code of “Drilling of Oil and Gas Wells” as
      GeoGlobal.  It has a market capitalization of less than $200.0
      million and revenues of less than $100.0 million.  Therefore, we
      deem it to be comparative to our company for these
    purposes.


(2)
            Abraxas
      Petroleum Corporation is a NASDAQ listed company with operations
      principally in Texas and the Rocky Mountains and is engaged in
      exploration, development and production of natural gas and crude oil in
      Texas and Wyoming.  Although this company has production and
      reserves, it has a market capitalization of less than $200.0 million and
      revenues of less than $100.0 million.  Therefore, we also deem
      it to be comparative to our company for these
  purposes.




The
Performance Graph is not deemed to be “soliciting material” or filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any documents so filed.





27
 Table of Contents





Comparison
of Cumulative Total Return


The
following table sets forth the dollar amounts used in the above
comparison:




2004
            2005
            2006
            2007
            2008
            2009GeoGlobal
      Resources Inc.
            GGR
            100.00
            1316.46
            809.25
            510.29
            164.94
            213.39S&P
      500 Index
            $INX
            100.00
            102.98
            117.00
            121.13
            74.51
            91.99Cubic
      Energy, Inc.
            QBC
            100.00
            68.18
            72.72
            138.18
            122.72
            135.45Abraxas
      Petroleum Corp.
            AXAS
            100.00
            227.58
            133.18
            166.37
            31.03
            82.75




Recent
Sales of Unregistered Securities


There
were no sales of unregistered securities during the quarter ended December 31,
2009.  All sales of unregistered securities prior to October 1, 2009
during the fiscal year ended December 31, 2009, if any, were previously
reported.




Purchases
of Equity Securities by the 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, 2009.





Item
6.                 Selected Financial
Data





Set forth
below is certain financial information for each of the five years ended December
31, 2009, 2008, 2007, 2006 and 2005 taken from our audited financial statements
for those years.




December
      31,2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Oil
      and gas sales
            
            
            661,922
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --Interest
      Income
            
            
            299,550
            
            
            
            1,148,479
            
            
            
            2,165,920
            
            
            
            1,751,550
            
            
            
            462,174Asset
      Impairment
            
            
            --
            
            
            
            10,098,015
            
            
            
            --
            
            
            
            --
            
            
            
            --Net
      loss and comprehensive loss
            
            
            4,424,247
            
            
            
            13,313,915
            
            
            
            1,543,110
            
            
            
            1,548,803
            
            
            
            3,162,660Net
      loss per share – basic and diluted
            
            
            0.09
            
            
            
            0.20
            
            
            
            0.04
            
            
            
            0.03
            
            
            
            0.06Current
      assets
            
            
            16,532,345
            
            
            
            25,904,515
            
            
            
            48,406,887
            
            
            
            32,597,031
            
            
            
            36,232,088Property
      and equipment
            
            
            46,813,004
            
            
            
            35,160,814
            
            
            
            27,256,945
            
            
            
            12,121,334
            
            
            
            3,957,723Total
      assets
            
            
            70,270,349
            
            
            
            71,865,329
            
            
            
            80,219,312
            
            
            
            48,492,561
            
            
            
            40,672,122Current
      liabilities
            
            
            10,053,780
            
            
            
            9,211,020
            
            
            
            6,329,980
            
            
            
            1,955,195
            
            
            
            447,097Total
      liabilities
            
            
            10,828,780
            
            
            
            9,844,618
            
            
            
            6,648,902
            
            
            
            1,955,195
            
            
            
            447,097Stockholders’
      equity
            
            
            59,441,569
            
            
            
            62,020,711
            
            
            
            73,570,410
            
            
            
            46,537,366
            
            
            
            40,225,025Cash
      dividends
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            - 0
      -
            
            
            
            - 0
      -





Item
7.                 Management’s Discussion and
Analysis of Financial Condition and Results of
Operations





General


The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by, the more detailed information including our Consolidated 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 in Item 1A. - Risk Factors as well as those discussed
elsewhere in this Annual Report.




Our
Business Activities


We are
engaged, through our subsidiaries and ventures in which we are a participant, in
the exploration for and development of oil and natural gas
reserves.  We initiated these activities in 2003.  We and
our joint participants have been granted exploration rights pursuant to PSCs we
have entered into with the Government of India.  At present, these
activities are being undertaken in four geological basins offshore and onshore
in locations where reserves of oil or natural gas are believed by our management
to exist.  These areas are as follows:




·
            The
      Krishna Godavari Basin offshore and onshore in the State of Andhra Pradesh
      in south eastern India;


·
            The
      Cambay Basin onshore in the State of Gujarat in western
    India;


·
            The
      Deccan Syneclise Basin onshore in the State of Maharashtra in west central
      India; and


·
            The
      Rajasthan Basin onshore in the State of Rajasthan in north western
      India.




28
 Table of Contents


May 2009
saw the commencement of oil revenue from our Tarapur exploration block in the
Cambay Basin.  To date however, we have not achieved our planned
principal operations and are considered to be in the development
stage.  The recoverability of the exploration costs we have incurred
to date is uncertain and dependent upon us achieving significant commercial
production, our ability to obtain sufficient financing to fulfill our
obligations under the PSCs in India and upon future profitable
operations.  All of the exploration activities in which we are a
participant should be considered highly speculative.




Results of Operations for the
Years ended December 31,
2009 and 2008


For the
year ended December 31, 2009, we incurred a net loss of $4.424 million as
compared to a net loss of $13.314 million for the year ended December 31,
2008.  The decrease in the net loss is a result of realizing an asset
impairment in 2008 of $10.098 million compared with no asset impairment in the
year 2009.  This decrease is offset by an increase in our general and
administrative expenses and consulting fees combined with a decline in our
interest income.




Oil
and Gas Operations


Year
      ended
              December
      31, 2009
            
            
            Year
      ended
              December
      31, 2008Oil
      Production (barrels)
            
            
            10,856
            
            
            
            --Oil
      Sales (barrels)
            
            
            9,828
            
            
            
            --Oil
      Sales
            
            $
            661,922
            
            
            $
            --Average
      Oil Price per Barrel
            
            $
            67.35
            
            
            $
            --Operating
      Costs
            
            $
            98,878
            
            
            $
            --Operating
      Costs per Barrel
            
            $
            9.11
            
            
            $
            --Depletion
            
            $
            293,700
            
            
            $
            --Depletion
      per Barrel
            
            $
            27.05
            
            
            $
            --




Oil
Sales


All of
our oil sales are derived from the production of crude oil in
India.  With the approval of the Tarapur 1 field development plan by
the Management Committee, three wells began production in mid May 2009 and a
further two wells began production in September 2009.  There are
twelve additional wells which are drilled, tested and awaiting tie-in to the oil
tank storage facilities.  Oil sales for the year ended December 31,
2009 were $0.662 million or $67.35 per barrel.  Oil sales are
currently based on the spot price based on the Nigeria Bonny Light Crude bench
mark.  To date, none of our production has been hedged.  In
addition to the crude oil production, a minimal amount of associated natural gas
was produced and flared off.  Commencing with the First Quarter in
2010, the associated natural gas has been contained and sold.  We did
not incur any oil sales during the year ended December 31, 2008.




Interest
income


Interest
income decreased to $0.300 million for the year ended December 31, 2009 as
compared to $1.148 million for the same period in 2008.  This decrease
is directly related to the decrease in US prime interest rate in 2009 as
compared to 2008 as well a decrease in the amount of our invested cash
balances.




Operating
Costs


Operating
costs for the year ended December 31, 2009 were $0.099 million or $9.11 per
barrel, as a result of our first production in the Tarapur 1 field which
commenced in May 2009.  The operating costs include handling and processing
charges, transportation costs, utilities, maintenance and tank rental charges
and contain a fixed and variable portion.  We did not incur any
operating costs during the year ended December 31, 2008.




General
and administrative


Our
general and administrative expenses increased to $2.987 million from $2.343
million.  These general and administrative expenses include costs
related to the corporate head office including administrative salaries and
services, directors’ fees, rent and office costs, insurance, bank guarantee
fees, NYSE/Amex listing and filing fees, investor relation services and transfer
agent fees and services.  Also included in our general and
administrative expenses are our compensation costs for stock-based compensation
arrangements with employees and directors which are being expensed over their
respective vesting periods of the related option grants.  These
stock-based compensation costs increased to $0.779 million from $0.675 million
for the same period in 2008.  The remaining majority of the increase
in the general and administrative expenses is a result of an increase in
directors’ fees of $0.145 million and interest, penalties and related costs of
$0.214 million in regularizing our respective tax and regulatory filings in our
various countries of operations.




29
 Table of Contents


Consulting
fees


Our
consulting fees increased to $0.823 million during the year ended December 31,
2009 from $0.742 million in the prior year.  This change is mostly
attributable to the increase for stock-based compensation with non-employee
consultants for the year ended December 31, 2009 being $0.140 million versus a
reversal of $0.048 million for the year ended December 31, 2008.  A
portion of this increase is also a result of the accounting for the consulting
fees paid under our Technical Services Agreement with a corporation wholly owned
by Mr. Roy, whereby we expensed $0.263 million during the year ended December
31, 2009 versus $0.175 million during the year ended December 31,
2008.  The balance of the increase is a result of other fees and
expenses we incurred in employing various technical and corporate consultants
who advised us on a variety of matters.




Professional
fees


Professional
fees decreased slightly to $1.085 million during the year ended December 31,
2009 from $1.089 million during the year ended December 31,
2008.  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.




Depletion
and depreciation


Depletion
and depreciation increased to $0.353 million during the year ended December 31,
2009 from $0.052 million during the year ended December 31, 2008.  As
a result of our first production in the Tarapur 1 field we had depletion of
$0.294 million or $27.05 per barrel for the year ended December 31, 2009, and
depreciation of $0.059 million.  No depletion expense and depreciation
of $0.052 million was recognized during the year ended December 31,
2008.




Impairment
of oil and gas properties


During
the year 2009, we incurred no asset impairment expense versus $10.098 million
during the year ended December 31, 2008.  In 2009, any impairment to
exploration properties is transferred to our full cost pool which is subject to
ceiling test limitations.  No impairment was recognized under our
ceiling test in 2009.  Our asset impairment in 2008 consisted of
$3.765 million as a result of our decision not to exercise our option on two
exploration blocks in the Arab Republic of Egypt and cease our exploration
activities in Oman and Yemen.  The balance from 2008 of $6.333 million
was a result of assessing our Indian properties on an individual basis
considering various factors, including land relinquishment and the absence of
hydrocarbons in certain exploratory wells.  Since the result of this
assessment indicated impairment, the related costs incurred were charged to the
statement of operations.




Capitalized
overhead on oil and gas properties


We
capitalize overhead costs directly related to our exploration activities in
India.  During the year ended December 31, 2009, these capitalized
overhead costs amounted to $1.098 million as compared to $1.081 million during
the year ended December 31, 2008.  The difference is mostly
attributable to an increase in the capitalized portion of the stock-based
compensation for our non-employee consultants directly related in our oil and
gas exploration activities for the year ended December 31, 2009 of $0.662
million versus $0.478 million for the year ended December 31,
2008.  The treatment of capitalized overhead costs remained consistent
with the prior year and includes costs relating to personnel, consultants, their
travel, necessary resources and stock-based compensation directly associated
with the advancement of our oil and gas interests.




Results of Operations for the
Years ended December 31,
2008 and 2007


Reflecting
the increase in our general and administrative expenses, professional fees and
consulting fees due to the increase in our overall oil and gas exploration
activities combined with a decrease in interest income and an asset impairment,
our net loss amounted to $13.314 million for the year ended December 31, 2008 as
compared to a net loss of $1.543 million for the same period in
2007.




During
the year ended December 31, 2008, we had expenses of $14.462 million compared
with expenses of $3.709 million during the year ended December 31,
2007.  This increase is primarily the result of the increased scale of
our participation in oil and gas exploration activities and additions to the
office infrastructure combined with an asset impairment of $10.098
million.




Interest
Income


Interest
income decreased to $1.148 million for the year ended December 31, 2008 as
compared to $2.165 million for the same period in 2007.  This decrease
is directly related to the decrease in US prime interest rate in 2008 as
compared to 2007 as well a decrease in our invested cash balances.




30
 Table of Contents


General
and administrative


Our
general and administrative expenses increased to $2.343 from $2.280
million.  These general and administrative expenses include costs
related to the corporate head office including administrative salaries and
services, rent and office costs, insurance, bank guarantee fees, NYSE Amex
listing and filing fees and transfer agent fees and services.  Also
included in our general and administrative expenses are our compensation costs
for stock-based compensation arrangements with employees and directors which are
being expensed over their respective vesting periods of the related option
grants.  These stock-based compensation costs decreased to $0.674 from
$0.930 million for the same period in 2007.  The majority of the
increase in the general and administrative expenses, which is offset by the
decrease in stock-based compensation costs, is a result of an increase in bank
guarantee fees of $0.105 million, listing fees related to the new stock option
plan of $0.045 million, and salaries and benefits of $0.240 million due to
increase in staff levels over the prior year.




Consulting
fees


Our
consulting fees increased to $0.742 million during the year ended December 31,
2008 from $0.357 million in the prior year.  This change is mostly
attributable to the decrease in reversal of compensation costs for stock-based
compensation with non-employee consultants for the year ended December 31, 2008
being a reversal of $0.048 million versus a reversal of $0.259 million for the
year ended December 31, 2007.  A portion of this increase is a result
of the accounting for the consulting fees paid under our Technical Services
Agreement with a corporation wholly owned by Mr. Roy, who is employed as a
consultant to us, whereby we expensed $0.175 million during the year ended
December 31, 2008 versus $0.070 million during the year ended December 31,
2007.  The balance of the increase is a result of other fees and
expenses we incurred in employing various technical and corporate consultants
who advised us on a variety of matters.




Professional
fees


Professional
fees increased to $1.089 million during the year ended December 31, 2008 from
$1.038 million during the year ended December 31, 2007.  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.  Legal fees increased
approximately $0.141 million in 2008 as compared to the prior year as a result
of engaging a lawyer to assist in the negotiations of a settlement with respect
to the Carried Interest Agreement dispute.  This was partially offset
by a decrease in audit and audit related fees in the same amount in 2008 versus
the prior year.




Impairment
of oil and gas properties


During
the year 2008, we incurred an asset impairment expense of $10.098 million versus
$nil during the year ended December 31, 2007.  Of this amount, $3.765
million is a result of our decision not to exercise our option on the two
exploration blocks in the Arab Republic of Egypt and cease our exploration
activities in Oman and Yemen.  The balance of $6.333 million is a
result of assessing our Indian properties on an individual basis considering
various factors, including land relinquishment and absence of proved reserves
among others.  If the result of this assessment indicates impairment,
then the related costs incurred are charged to the statement of
operations.




Capitalized overhead on oil and gas
properties


We
capitalized overhead costs directly related to our exploration activities in
India.  During the year ended December 31, 2008, these capitalized
overhead costs were $1.080 million as compared to $2.220 million during the year
ended December 31, 2007.  The difference is mostly attributable to a
decrease in the capitalized portion of the stock-based compensation for our
non-employee consultants directly related in our oil and gas exploration
activities for the year ended December 31, 2008 to $0.477 versus $0.852 million
for the same period in 2007.




Reserve
Report


As a
result of the approval of the Tarapur 1 field development plan by the Management
Committee in April 2009 and the completion of an independent reserve study dated
January 1, 2010 by Chapman Petroleum Engineering Ltd. out of Calgary, Alberta,
Canada, we claim reserves in the Tarapur 1 field as at December 31, 2009 as
follows:




Summary
of Oil and Gas Reserves as of December 31, 2009


Reserves
      Category
            Oil
      (MBbls)
            Natural
      Gas (MMcf)PROVEDDeveloped
            117.6
            88.5Undeveloped
            --
            --TOTAL
      PROVED
            117.6
            88.5ProbableDeveloped
            444.5
            695.6Undeveloped
            68.6
            --PossibleDeveloped
            --
            --Undeveloped
            --
            --




31
 Table of Contents




Proved
Reserves


Proved
oil and gas reserves are those quantities of oil and gas, which, by analysis of
geo-science and engineering data, can be estimated with reasonable certainty to
be economically producible.




Probable
Reserves


Probable
reserves are those additional reserves that are less certain to be recovered
than proved reserves but which, together with proved reserves, are as likely as
not to be recovered.




Liquidity


Liquidity
is a measure of a company’s ability to meet potential cash requirements. We have
historically met our capital requirements through the issuance of common stock
as well as proceeds from the exercise of warrants and options to purchase common
equity.




Our
ability to continue as a going concern is dependent upon obtaining the necessary
financing to complete further exploration and development activities and
generate profitable operations from our oil and natural gas interests in the
future. Our current operations are dependent upon the adequacy of our current
assets to meet our current expenditure requirements and the accuracy of
management’s estimates of those requirements.  Should those estimates
be materially incorrect, our ability to continue as a going concern will be
impaired.  Our consolidated financial statements for the year ended
December 31, 2009 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business.  We have incurred a
history of operating losses and negative cash flows from
operations.  These matters may raise doubt about our ability to
continue as a going concern.




At
December 31, 2009, our cash and cash equivalents were $16.295 million (December
31, 2008 - $25.433 million). The majority of this balance is being held in US
funds, of which $16.132 million is held in term deposits earning interest based
on the US prime rate which will contribute towards covering a portion of our
administrative costs and overhead throughout 2010. We have working capital of
approximately $6.479 million which is available for the Company’s future
operations.  In addition, we have $6.925 million in restricted deposits
pledged as security against the minimum work programs for our exploration blocks
which will be released upon completion of those minimum work
programs.




We expect
to incur expenditures to further our exploration programs.  Our
existing cash balance and any cash flow from operating activities is not
sufficient to satisfy our current obligations and meet our exploration
commitments of $29.699 million over the next four years.




We are
considering various alternatives with respect to raising additional capital to
remedy any future shortfall in capital but to date have made no specific plans
or arrangements. We deem it necessary to raise capital through equity markets,
debt markets or other financing arrangements, including participation
arrangements that may be available for continued exploration expenditures.
Because of the early stage of our operations and our absence of any material oil
and natural gas reserves, there can be no assurance this capital will be
available and if it is not, we may be forced to substantially curtail or cease
exploration, appraisal and development expenditures.  We believe that we
will be able to raise additional capital which combined with our available cash
resources will be sufficient funds to maintain our current level of activities
through the next fiscal year.




Should
the going concern assumption not be appropriate and we are not able to realize
our assets and settle our liabilities, commitments and contingencies, as more
fully described in our consolidated financial statements in the normal course of
operations, our consolidated financial statements would require adjustments to
the amounts and classifications of assets and liabilities, and these adjustments
could be significant.  Our consolidated financial statements do not reflect
the adjustments or reclassifications of assets and liabilities that would be
necessary if we are unable to continue as a going concern.




Years
ended December 31, 2009 and 2008


During
the year ended December 31, 2009, our overall position in cash and cash
equivalents decreased by $9.138 million, as compared to a net decrease in the
comparable period of 2008 of $22.702 million.  These cash movements
can be attributed to the following activities:




Our net
cash used in operating activities during the year ended December 31, 2009 was
$2.119 million as compared to $3.099 million for the year ended December 31,
2008.  This decrease is attributable to and consistent with the
increase in our current liabilities at December 31, 2009 to $10.054 million from
$9.211 million at December 31, 2008.




32
 Table of Contents


Cash used
in investing activities during the year ended December 31, 2009 was $7.019
million as compared to $20.263 million during the year ended December 31,
2008.  Funds of $11.222 million were used for exploration activities
as compared to $16.074 million in 2008.  This decrease is consistent
with the decrease in exploration activity in the year 2009 versus the year
2008.  In addition, the decrease of the requirement to supply bank
guarantees consistent with such decrease in exploration activity, such that in
the year ended December 31, 2009 funds were provided of $3.875 million versus an
outlay for such instruments of $7.415 million in the year ended December 31,
2008.  These bank guarantees have been provided and serve as
guarantees for the performance of our minimum work programs and are in the form
of irrevocable letters of credit which are secured by our term deposits in the
same amount.




Cash
provided by financing activities for the year ended December 31, 2009 was $Nil
as compared to cash provided by financing activities of $0.660 million during
the year ended December 31, 2008.  During the year ended December 31,
2009, no shares were issued versus the issuance of 600,000 shares of common
stock on the exercise of options in the prior year for gross proceeds of $0.660
million.  There were no private placement sales of our securities
during 2009 or 2008.




Years
ended December 31, 2008 and 2007


During
the year ended December 31, 2008, our overall position in cash and cash
equivalents decreased by $22.702 million, as compared to a net increase in the
comparable period of 2007 of $15.772 million.  These cash movements
can be attributed to the following activities:




Our net
cash used in operating activities during the year ended December 31, 2008 was
$3.099 million as compared to provided by operating activities of $0.152 million
for the year ended December 31, 2007.  This decrease is attributable
to an increase of approximately $0.500 million in our general and administrative
expenses, consulting and professional fees due to increased oil and gas
exploration activities, combined with a significant decrease of approximately
$1.017 million in our interest income for the year ended December 31, 2008 as
compared to 2007.




Cash used
in investing activities during the year ended December 31, 2008 was $20.263
compared to $11.193 million during the year ended December 31,
2007.  Funds of $16.074 million were used for exploration activities
and $0.050 million for the acquisition of other property and equipment in 2008
as compared to $12.801 and $1.036 million, respectively in 2007.  This
increase is consistent with our increased exploration costs in the Cambay and
Rajasthan basins.  In addition, the increased investing activity in
the year ended December 31, 2008 was an increase in the requirement to supply
bank guarantees, such that in the year ended December 31, 2008 outlays were
increased by $7.415 million versus outlays for such instruments of only $0.965
million for the year ended December 31, 2007.  These bank guarantees
have been provided and serve as guarantees for the performance of our minimum
work programs and are in the form of irrevocable letters of credit which are
secured by our term deposits in the same amount.




Cash
provided by financing activities for the year ended December 31, 2008 was $0.660
million as compared to cash provided by financing activities of $26.813 million
during the year ended December 31, 2007.  During the year ended
December 31, 2008, we issued 600,000 shares on the exercise of options for gross
proceeds of $0.660 million as compared to $0.320 million on the issuance of
317,500 shares of common stock on the exercise of options in the prior
year.  There were no private placement sales of our securities during
2008 as compared to 2007, whereby we completed the sale of 5,680,000 Units of
our securities at $5.00 per Unit for aggregate cash gross proceeds of $28.400
million less share issuance costs of $1.907 million relating to the
financing.




Capital
Resources


We expect
our exploration and development activities pursuant to the PSCs we are a party
to, and the related drilling activities in the ten exploration blocks that we
hold an interest in, will continue through 2010 in accordance with the terms of
those agreements.  During the period January 1, 2010 to December 31,
2010, based on the current budgets, we anticipate drilling ten exploratory wells
and ten core wells; conducting a 12,000 line kilometer aeromagnetic survey; and
acquire process and interpret 2,015 line kilometers of 2-D seismic and 350
square kilometers of 3-D seismic.  We further expect to commence the
construction of the gas gathering and production facilities together with
further development drilling on the KG Offshore block for which we are
carried.   Additional expenditures may be incurred in connection
with additional exploratory, appraisal and development wells we may participate
in.  Also, if we increase our participating interest in the KG Onshore
Block to 25%, our obligations to fund the 3-D seismic acquisition and the
exploratory drilling on the block will increase.




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 Government of
India in the future.  As of March 30, 2010, we have no specific plans
to join with others in bidding for any specific PSCs in India and
elsewhere.  We expect that our interest in any such ventures would
involve a minority participating interest in the venture.  In
addition, although there are no present plans to do so, as opportunities arise,
we may seek to acquire minority participating interests 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.




We may
during the year 2010 seek to participate in joint venture bidding for the
acquisition of oil and gas interests in other international countries, however,
as of March 30, 2010, we have made no specific plans regarding such activities
and have not entered into any binding agreements with respect to such
activities.




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As of
March 30, 2010, 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 will be required for these purposes. As a result, 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 when we seek to raise
additional capital it will be through the sale of equity securities, debt or
other financing arrangements.  We are unable to estimate the terms on
which such capital will be raised, the price per share or possible number of
shares involved or the terms of any agreements to raise capital under other
arrangements.




During
the first quarter of 2010, we hired a new Senior Executive.  We do not
expect to have any further significant change in 2010 in our number of
employees.




Tabular
Disclosure of Contractual Obligations


The
following table sets forth our contractual obligations by type of agreement and
amounts due during the year ended December 31, 2010 and each succeeding year
thereafter.  Where the amounts of payments are 0.0, this indicates we
have no material obligations under such types of agreements.




Payments
      due by period ($ in millions)Contractual
      Obligation
            Total
            Less
      than 1 year
            1-3
      years
            3-5
      years
            More
      than 5 yearsLong-term
      debt
            0.0
            0.0
            0.0
            0.0
            0.0Capital
      lease
            0.0
            0.0
            0.0
            0.0
            0.0Operating
      lease
            0.6
            0.2
            0.4
            0.0
            0.0Purchase
            0.0
            0.0
            0.0
            0.0
            0.0Asset
      retirement obligation
            0.8
            0.0
            0.0
            0.0
            0.8Financial
      commitments under PSCs
            29.7
            12.1
            16.0
            1.6
            0.0Total
            31.1
            12.3
            16.4
            1.6
            0.8




Under the
PSCs, we are obligated to pay for our proportionate share of the exploration
expenses in fulfilling the minimum work programs on each of our exploration
blocks.  Inasmuch as exploration and drilling activities can involve
unanticipated expenses and cost overruns, there can be no assurance that these
management estimates will prove to be accurate.




Financial
commitments under the PSCs are outlined below and include only the commitments
for the current exploration Phase that we are conducting.  Further, as
we have not yet received Government of India consent to increasing our
participating interest in the KG Onshore Block from 10% to 25%, our financial
commitment shown in the table above includes only our 10% participating
interest.




The
KG Offshore Block


Potential
Expenditures


We
anticipate the estimated total capital expenditures to be incurred by GSPC, the
Operator of the KG Offshore Block during 2010 and 2011 pursuant to the field
development plan approved by the Management Committee in November 2009 for the
development drilling of 11 new wells and the construction of the gas gathering
and production facilities will be approximately $1.8 billion.




Certain
exploration costs related to the KG Offshore Block are incurred by us and on our
behalf in providing our services under the Carried Interest Agreement and are
therefore not reimbursable under the Carried Interest Agreement.




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Financial
Commitment


The
amount attributable to us for 2010 and 2011 under the Carried Interest Agreement
is approximately $180.1 million, of which 50% is for the account of Roy Group
(Mauritius) Ltd.  Under the terms of the Carried Interest Agreement,
GeoGlobal and Roy Group (Mauritius) Ltd. 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.




As
at December 31, 2009, GSPC has expended on exploration activities approximately
$150.0 million attributable to us under the Carried Interest Agreement as
compared to $87.0 million at December 31, 2008.  Of this amount, 50%
is for the account of Roy Group (Mauritius) Ltd.




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 Roy Group (Mauritius) Ltd. under the Carried Interest Agreement have been
recovered by GSPC from future production revenue.  Under the terms of
the Carried Interest Agreement, 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


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2010 based on a 10% participating
interest will be $2.266 million ($5.666 million based on a 25% participating
interest).  These expenditures include completing the 3D acquisition,
processing and interpretation along with the required gravity and magnetic and
geochemical surveys required under the Phase I minimum work program and the
drilling of one exploration well in 2010.




Financial
Commitments


We will
be required to fund our proportionate share of the costs incurred in the KG
Onshore exploration activities estimated to be approximately $9.485 million over
the remaining three and a half years of the first phase of the minimum work
commitment with respect to a 10% participating interest in the block and
approximately $23.713 million with respect to a 25% participating interest in
the block.  These expenditures entail performing the required surveys
and studies for Phase I, the acquisition of a 400 square kilometer 3D seismic
program and the interpretation and processing thereof and the drilling of twelve
exploratory wells.  It is expected that costs incurred will be $2.266,
$2.025, $3.544 and $1.650 million over each of the years 2010, 2011, 2012 and
2013 respectively for a 10% participating interest and $5.666, $5.063, $8.859
and $4.125 million for a 25% participating interest.




Mehsana
Block


2010
Potential Expenditures


Estimated
total capital expenditures on this block during the year 2009 based on our 10%
participating interest will be approximately $0.146 million and will entail the
cost of working over and testing four of the previously drilled exploration
wells on the block.




Financial
Commitments


Upon
completion of the testing of the four wells mentioned above, all financial
commitments in accordance with the PSC have been met for Phase I.  We
have elected not to move into Phase II on the Mehsana block.




Sanand/Miroli
Block


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we may contribute to the
development activities on this block during 2010 based on our 10% participating
interest will be $0.5 million.  These expenditures are based on the
drilling of two appraisal wells.




Financial
Commitments


We have
completed the minimum work program for all three exploration phases and as such
all financial commitments have been met under the terms of the PSC.




Ankleshwar
Block


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2010 based on our 10% participating
interest will be $0.660 million.  These budgeted expenditures will
entail the drilling of the remaining three exploratory wells to complete the
Phase I minimum work commitments.




Financial
Commitments


We have a
commitment to complete the Phase I minimum work program.  This would
entail the drilling of the remaining three wells to complete the fourteen well
minimum exploratory commitment.  Our 10% participating interest share
of this commitment included in the 2009 budget above is $0.660
million.




Tarapur
Block


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures which we may contribute to
the development activities on this block during 2010 will be funded by oil
sales.  These expenditures will include the building of a gas pipeline
for the Tarapur G field development plan and possibly the drilling of two
appraisal wells to further evaluate the Tarapur South discovery.




If the
consortium succeeds in having the additional eighteen month extension of the
exploration phase granted by the Government of India, then we may participate in
additional capital expenditures of approximately $1.6 million for exploration
activities during 2010.  This would include our 18% participating
interest of a 330 square kilometers 3D seismic acquisition program and the 30%
cash payment as agreed non-refundable pre-estimated damages based on the cost of
the additional work program.




Financial
Commitments


There are
no financial commitments that we are required to meet as at March 30, 2010 that
have not been fulfilled.




DS
03 Block


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2010 based on
our 100% participating interest will be $0.489 million.  These
expenditures will include the completion of a 12,000 line kilometer aeromagnetic
survey.




Financial
Commitments


The
remaining work to be completed to fulfil the Phase I commitment before September
4, 2010 is to complete the aeromagnetic survey discussed above.  Our
100% participating interest share of this commitment is $0.489
million.




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DS
04 Block


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2010 based on
our 100% participating interest will be $2.738 million.  These
expenditures will include the acquisition, processing and interpretation of 535
line kilometers of 2-D seismic and the drilling of ten core holes to a depth of
500 meters each.




Financial
Commitments


The
remaining work to be completed to fulfil the Phase I commitment before June 11,
2011 is to complete the expenditures discussed above.  Our 100%
participating interest share of this commitment is $2.738 million.




RJ
Block 20


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2010 based on our 25% participating
interest will be $2.392 million.  These expenditures include the
acquisition processing and interpretation of 820 line kilometers of 2-D seismic,
the drilling of two exploratory wells and the gravity and magnetic and
geochemical surveys required under the Phase I minimum work
program.




Financial
Commitments


We
anticipate the total expenditures we will be required to fund for the current
year to be approximately $2.392 million as outlined above in our 2010 Potential
Expenditures.  We further expect $5.900 and $0.575 million to be
expended in each of 2011 and 2012 to complete the minimum work program of
drilling a total of twelve exploratory wells based on our 25% participating
interest.




RJ
Block 21


2010
Potential Expenditures


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2010 based on our 25% participating
interest will be $3.377 million.  These expenditures include the
acquisition processing and interpretation of 660 line kilometers of 2-D seismic,
the drilling of four exploratory wells and the gravity and magnetic and
geochemical surveys required under the Phase I minimum work
program.




Financial
Commitments


We
anticipate the total expenditures we will be required to fund for the current
year to be approximately $3.337 million as outlined above in our 2010 Potential
Expenditures.  We expect $2.439 million and $0.575 million to be
expended in each of 2011 and 2012, respectively to complete the minimum work
program of drilling a total of eight exploratory wells based on our 25%
participating interest.




Critical
Accounting Policies and Estimates


Our
Significant Accounting Policies are outlined in the Notes to our Consolidated
Financial Statements in Item 8 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 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.




Asset
Retirement Obligation


The fair
values of estimated asset retirement obligations are recorded as liabilities
when incurred and the associated cost is capitalized as part of the cost of the
related asset.  The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and/or
method of settlement.  The liabilities are accreted as operating
expense for the change in their time value.  The initial capitalized
costs are included in depletion expense in a manner consistent with the related
assets.  Changes in the estimated obligation resulting from revisions
to the estimated timing or amount of undiscounted cash flows are recognized as a
change in the asset retirement obligation and related asset.  Actual
expenditures incurred are charged against the accumulated
obligation.




Stock
Based Compensation


Compensation
cost for all share based payments are based on the fair value estimated and is
recognized on a straight line basis over the vesting period for the
award.  We account for transactions in which we issue equity
instruments to acquire goods or services from non employees based on the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable.




The fair
value of share-based payments are capitalized or expensed, with a corresponding
increase to additional paid-in capital for the equity classified awards, or the
share-based payment liability for the liability classified
awards.  Upon exercise of stock options, the consideration paid upon
exercise is recorded as additional value of common shares in additional paid-in
capital.




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Oil
and Gas Accounting and Impairment


We use
the full cost method of accounting for our oil and natural gas
properties.  Separate cost centers are maintained for each country in
which we incur costs.  Under this method, we capitalize all
acquisition, exploration and development costs incurred for the purpose of
finding oil and natural gas reserves, including salaries, benefits and other
internal costs directly attributable to these activities.  Costs
associated with production and general corporate activities, however, are
expensed in the period incurred.  To the extent that support equipment
is used in oil and gas activities, the related depreciation is
capitalized.  Proceeds from the disposition of oil and natural gas
properties are accounted for as a reduction of capitalized costs, with no gain
or loss recognized unless such disposition would alter the depletion and
depreciation rate by 20% or more.




Capitalized
costs of development oil and natural gas properties may not exceed an amount
equal to the present value, discounted at 10%, of estimated future net revenues
from proven reserves plus the lower of cost or fair value of unproven
properties.  Should capitalized costs exceed this ceiling, an
impairment is recognized.




The
present value of estimated future net cash flows is computed by applying the
average first-day-of-the-month prices during the previous twelve month period of
oil and natural gas to estimated future production of proved oil and natural gas
reserves as of year-end less estimated future expenditures to be incurred in
developing and producing the proved reserves and assuming continuation of
existing economic conditions.




Following
the discovery of reserves and the commencement of production, we compute
depletion of oil and natural gas properties using the unit-of-production method
based upon production and estimates of proved reserve quantities.




We assess
all items classified as unproved property on a quarterly basis for possible
impairment or reduction in value.  We assess properties on an
individual basis or as a group if properties are individually
insignificant.  The assessment includes consideration of the following
factors, among others: land relinquishment; intent to drill; remaining lease
term; geological and geophysical evaluations; drilling results and activity; the
assignment of proved reserves; and the economic viability of development if
proved reserves are assigned.  During any period in which these
factors indicate an impairment, the related exploration costs incurred are
transferred to the full cost pool and are then subject to depletion and the
ceiling limitations on development oil and natural gas
expenditures.




Recent
Accounting Pronouncements


Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 810-10-65, Transition
Related to FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements—an amendment of ARB No. 51 (formerly Statement of
Financial Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in
Consolidated Financial Statements) establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  In
addition, ASC Subtopic 810-10-65 requires expanded disclosures in the
consolidated financial statements that clearly identify and distinguish between
the interests of the parent’s owners and the interests of the noncontrolling
owners of a subsidiary.  This subtopic is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  We adopted the provisions of ASC Subtopic
810-10-65 on January 1, 2009, with no material impact on our consolidated
financial statements.




ASC Topic
805, Business
Combinations (formerly SFAS No. 141 (Revised 2007), Business Combinations,and
FASB Staff Position (“FSP”) SFAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies), provides that all business combinations are required to
be accounted for at fair value under the acquisition method of accounting, but
changes the method of applying the acquisition method from previous principles
in a number of ways.  Acquisition costs are no longer considered part
of the fair value of consideration transferred and will generally be expensed as
incurred, noncontrolling interests are valued at fair value at the acquisition
date, restructuring costs associated with a business combination are generally
expensed subsequent to the acquisition date, and changes in deferred tax asset
valuation allowances and income tax uncertainties after the acquisition date
generally will affect income tax expense. Contingent assets acquired and
liabilities assumed in a business combination are to be recognized at fair value
if fair value can be reasonably estimated during the measurement period. We
adopted the changes to the provisions of ASC Topic 805 on January 1, 2009, with
no material impact on our consolidated financial statements.




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ASC
Subtopic 820-10-65, Transition
Related to FSP FAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly,provides additional guidance for
estimating fair value in accordance with ASC 820, Fair Value Measurements and
Disclosures, when the volume and level of activity for the asset or
liability have significantly decreased.  This subtopic re-emphasizes
that regardless of market conditions the fair value measurement is an exit price
concept as defined in ASC 820.  This subtopic clarifies and includes
additional factors to consider in determining whether there has been a
significant decrease in market activity for an asset or liability and provides
additional clarification on estimating fair value when the market activity for
an asset or liability has declined significantly.  The scope of this
subtopic does not include assets and liabilities measured under quoted prices in
active markets.  ASC Subtopic 820-10-65 is applied prospectively to
all fair value measurements where appropriate and will be effective for interim
and annual periods ending after June 15, 2009.  We adopted the
provisions of ASC Subtopic 820-10-65 effective April 1, 2009, with no material
impact on our consolidated financial statements.




ASC Topic
825-10-65, Transition Related
to FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instrumentsamends ASC Topic 825, Financial Instruments, to
require publicly-traded companies, as defined in ASC Topic 270, Interim
Reporting, to provide disclosures on the fair value of financial instruments in
interim financial statements.  ASC Topic 825-10-65 is effective for
interim periods ending after June 15, 2009.  We adopted the new
disclosure requirements in our second quarter 2009 financial statements with no
material impact on our consolidated financial statements.




ASC
Subtopic 320-10-65, Transition
Related to FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (formerly FSP SFAS 115-2 and SFAS 124-2,
Recognition and Presentation
of Other-Than-Temporary Impairments issued in April 2009), provides
transitional guidance for debt securities to make previous guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. Existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities was not amended by this
subtopic.  This subtopic is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. We adopted the provisions of this subtopic effective April 1,
2009, with no material impact on our consolidated financial
statements.




ASC Topic
855, Subsequent Events
(formerly SFAS No. 165, Subsequent Events issued May
2009) establishes (i) the period after the balance sheet date during which
management shall evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements; (ii) the circumstances
under which an entity shall recognize events or transactions occurring after the
balance sheet date in its financial statements; and (iii) the disclosures that
an entity shall make about events or transactions that occurred after the
balance sheet date. This topic is effective for interim or annual financial
periods ending after June 15, 2009, and shall be applied prospectively.  We
adopted the provisions of this topic effective April 1, 2009, with no material
impact on our consolidated financial statements.




ASC Topic
105, Generally Accepted
Accounting Principles (formerly SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162), issued in June 2009, became the
source of authoritative U.S. generally accepted accounting principles (“GAAP”)
recognized by the FASB to be applied by nongovernmental
entities.  Rules and interpretive releases of the SEC under authority
of federal securities laws are also sources of authoritative GAAP for SEC
registrants.  On the effective date of this statement, the
codification superseded all then-existing non-SEC accounting and reporting
standards.  All other non-grandfathered non-SEC accounting literature
not included in the codification became non-authoritative.  This
statement is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.  We adopted the provisions of
this topic in the third quarter of 2009, with no change to our consolidated
financial statements other than changes in reference to various authoritative
accounting pronouncements in our consolidated financial statements.




In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and
Disclosures – Measuring Liabilities and Fair Value, amending Subtopic
820-10, Fair Value
Measurement, to provide guidance on the manner in which the fair value of
liabilities should be determined.  This update provides clarification
that, in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using one or more of defined valuation techniques.  The
amendments in this update also clarify that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability.  We adopted ASU No. 2009-05 in
the fourth quarter of 2009, which did not have a material impact on our
consolidated financial statements.




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In
December 2009, we adopted revised oil and gas reserve estimation and disclosure
requirements.  The primary impact of the new disclosures for us is to
align the definition of proved reserves with the US Securities and Exchange
Commission (SEC) Modernization of Oil and Gas Reporting rules, which were issued
by the SEC at the end of 2008.  The accounting standards update
revised the definition of proved oil and gas reserves to require that the
average, first-day-of-the-month price during the 12-month period preceding the
end of the year rather than the year-end price, must be used when estimating
whether reserve quantities are economical to produce.  This same
12-month average price is also used in calculating the aggregate amount of (and
changes in) future cash inflows related to the standardized measure of
discounted future net cash flows.  The rules also allow for the use of
reliable technology to estimate proved oil and gas reserves, if those
technologies have been demonstrated to result in reliable conclusions about
reserve volumes.  The unaudited supplemental information on oil and
gas exploration and production activities for 2009 have been presented following
these new reserve estimations and disclosure rules, which may not be applied
retrospectively.  Adoption of the new rules had no effect on the 2009
consolidated financial statements.  The effect of applying the new
reserve estimation requirements did not impact 2009 net proved reserve volumes
as we did not have any net proved reserves prior to 2009.




ASC Topic
860, Transfers and
Servicing (formerly SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities-a replacement
of FASB Statement No. 125,as amended by SFAS No. 166, Accounting for Transfers of
Financial Assets – An Amendment of FASB Statement No. 140,issued in June
2009) amends prior principles to require more disclosure about transfers of
financial assets and the continuing exposure, retained by the transferor, to the
risks related to transferred financial assets, including securitization
transactions. It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures.  It also enhances information
reported to users of financial statements by providing greater transparency
about transfers of financial assets and an entity’s continuing involvement in
transferred financial assets.  This topic will be effective at the
start of a reporting entity’s first fiscal year beginning after November 15,
2009.  Early application is not permitted.  We will adopt
the provisions of this topic effective January 1, 2010 and we do not expect the
adoption to have a material impact on our consolidated financial
statements.




ASC
Subtopic 810-10-05, Consolidation – Variable Interest
Entities(formerly FASB Interpretation No. 46 (Revised December 2003),
Consolidation of Variable
Interest Entities,as amended by SFAS No.
167, Amendments to FASB
Interpretation No. 46(R) in June 2009), defines how a reporting entity
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be
consolidated.  This topic requires a reporting entity to provide
additional disclosures about its involvement with variable interest entities and
any significant changes in risk exposure due to that involvement.  A
reporting entity will be required to disclose how its involvement with a
variable interest entity affects the reporting entity’s financial
statements.  This statement will be effective at the start of a
reporting entity’s first fiscal year beginning after November 15,
2009.  Early application is not permitted.  We will adopt
the provisions of this subtopic prospectively effective January 1, 2010 and we
do not expect the adoption to have a material impact on our consolidated
financial statements.





Item
7A.                 Quantitative and Qualitative
Disclosures About Market Risk





Market
risk is the potential loss arising from changes in market rates and
prices.  We are exposed to the impact of market fluctuations
associated with the following:




Interest
Rate Risk


We
consider our exposure to interest rate risk to be immaterial.  Interest
rate exposures relate entirely to our investment portfolio, as we do not have
short-term or long-term debt.  Our investment objectives are focused on
preservation of principal and liquidity.  We manage our exposure to market
risks by limiting investments to high quality bank issuers at overnight rates,
or government securities of the United States or Canadian federal governments
such as Guaranteed Investment Certificates or Treasury Bills.  We do not
hold any of these investments for trading purposes.  We do not hold equity
investments.  We do not expect any material loss from cash equivalents
and therefore we believe our interest rate exposure on invested funds is not
material.




Foreign
Currency Exchange Risk


Substantially,
all of our cash and cash equivalents are held in U.S. dollars or U.S. dollar
denominated securities.  Certain of our expenses are fixed or
denominated by foreign currencies including the Canadian dollar and the Indian
Rupees.  We are exposed to market risks associated with fluctuations
in foreign currency exchange rates related to our transactions denominated in
currencies other than the U.S. dollar.




At
December 31, 2009, we had not entered into any market risk sensitive instruments
relating to our foreign currency exchange risk.




39
 Table of Contents


Commodity
Price Risk


Oil and
natural gas prices are subject to wide fluctuations and market uncertainties due
to a variety of factors that are beyond our control.  These factors
include the level of global demand for petroleum products, international supply
of oil and gas, the establishment of and compliance with production quotas by
oil exporting countries, weather conditions, the price and availability of
alternative fuels, overall economic conditions, both international and domestic,
and possible international disruptions.  We cannot predict future oil
and gas prices with any degree of certainty.  Sustained weakness in
oil and gas prices may adversely affect our ability to obtain capital to fund
our activities and could in the future require a reduction in the carrying value
of our oil and gas properties.  Similarly, an improvement in oil and
gas prices can have a favourable impact on our financial condition, results of
operations and capital resources.




At
December 31, 2009, we had not entered into any market risk sensitive instruments
as such term is defined in Item 305 of Regulation S-K, relating to oil and
natural gas.




Trading
Risks


We have
no market risk sensitive instruments held for trading purposes.





Item
8.                 Financial Statements and
Supplementary Data





Our
Financial Statements are included in a separate section of this
report.  See page FS
1.





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





There
were no disagreements with accountants on accounting and financial
disclosure.





Item
9A.                 Controls and
Procedures





Disclosure
Controls and Procedures


GeoGlobal
Resources’ management, with participation of its Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2009.  Disclosure controls
and procedures are defined under SEC rules as controls and other procedures that
are designed to ensure that information required to be disclosed by a company in
the reports that it files or submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Securities Exchange Act of 1934 is accumulated and
communicated to the company’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure. There are
inherent limitations to the effectiveness of any system of disclosure controls
and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives.




Based on
the identification of the material weaknesses in our internal controls over
financial reporting described below, the Chief Executive Officer and the Chief
Financial Officer have concluded that our disclosure controls and procedures
were not effective as of December 31, 2009.




Management’s
Report on Internal Controls Over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934.  A company’s internal
control over financial reporting is a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers, or persons performing similar functions, and effected by the company’s
board of directors, management, and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of financial statements in accordance with
GAAP, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.




Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




In making
its assessment of effectiveness of the internal controls over financial
reporting, management, including the Chief Executive Officer and Chief Financial
Officer, used the criteria set forth in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).




40
 Table of Contents




A
material weakness (as defined in SEC Rule 12b-2) is a control deficiency, or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.  We have identified
the following material weakness:




We did
not maintain an effective control environment.  Specifically, we did
not formally communicate and emphasize controls and enforce corporate strategy
and objectives.  We did not formally define roles and responsibilities
for employees and management or have a formal process to monitor the performance
of employees and management against such objectives.  As a result of
not effectively defining roles and responsibilities for employees and
management, we did not identify certain regulatory, registration and taxation
requirements in the multiple jurisdictions in which we operate; however, no
adjustment to the financial statements resulted.




Management
has determined that this control deficiency, which is pervasive in nature, could
contribute to there being a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected
on a timely basis and therefore constitutes a material weakness.




As a
result of the existence of the material weakness discussed above as of December
31, 2009, management has concluded that we did not maintain effective internal
control over financial reporting as of December 31, 2009, based on the criteria
established in Internal Control — Integrated Framework issued by
COSO.




KPMG LLP,
an independent registered public accounting firm that audited the consolidated
financial statements, has performed an audit of internal control over financial
reporting.  Their report is included in this Annual Report on Form
10-K under Item 8, herein.




Remediation
of Material Weaknesses in Internal Control Over Financial Reporting


In 2008,
we did not have sufficient resources with appropriate knowledge of generally
accepted accounting principles, specifically for impairment assessment of full
cost method of accounting for oil and natural gas properties and income
taxes.  In response to this material weakness, management implemented
the following corrective actions:


·
            Effective
      from the first quarter of 2009, a Chartered Accountant consultant was
      engaged to perform an independent review of complex areas of financial
      reporting.


·
            During
      the third quarter of 2009, the Controller changed roles from full-time
      controller to part-time consultant.  In the fourth quarter of
      2009, we strengthened our financial reporting team by hiring a full-time
      Corporate Controller and Vice President Finance with over 10 years of
      financial reporting and accounting experience.    The
      new Corporate Controller and Vice President Finance has a Chartered
      Accountant designation in Canada and India, as well as a Chartered Public
      Accountant designation in the United
States.


·
            During
      2009, we implemented process and controls that remediated the previous
      material weakness relating to impairment assessment of our oil and natural
      gas properties.


·
            In
      the fourth quarter of 2009, external Chartered Accountant consultants were
      engaged to prepare our income tax provision and assist in filing our
      income tax returns.





As a
result of the corrective action discussed above and the testing of these new
controls (during the fourth quarter of fiscal 2009), we have concluded that the
material weakness in our internal control over financial reporting relating to
sufficient complement of personnel has been remediated.




Also in
2008, we did not maintain an effective control environment.  We did
not effectively communicate and emphasize controls and enforce corporate
strategy and objectives, we did not define roles and responsibilities for
employees and management; we did not effectively communicate and enforce
policies and procedures for limiting authorization of significant transactions;
we did not have a formal process to monitor the competencies and performance of
consultants, employees and management to ensure that roles and responsibilities
are properly evaluated on a timely basis; and, we did not have sufficient
resources with appropriate knowledge in generally accepted accounting principles
to allow for an independent review in complex areas of financial
reporting.  In response to this material weakness, management
implemented the following corrective actions:


·
            During
      the first quarter of 2009, we implemented our Delegation of Authority
      Policy and Employee Handbook to enhance communication and strengthen
      policies and procedures for limiting authorization of significant
      transactions.


·
            During
      the second quarter of 2009, an independent director was appointed to the
      Audit Committee.  This independent director was charged with the
      responsibility to provide guidance and to steward management towards
      strengthening the control environment. In the third quarter of 2009, this
      independent director was appointed as Special Committee by the Board of
      Directors to interface with senior management and to oversee the
      implementation of new controls designed to remediate some of the material
      weaknesses.  In addition, corporate strategies and objectives
      have been developed and communicated to
  employees.


·
            In
      the first quarter of 2010, we have developed a strategy to remediate our
      non-compliance with certain regulatory, registration and taxation
      requirements.




41
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Although
we have made significant progress towards remediation of our material weakness
over our control environment, certain aspects of our remediation plan are still
in progress.  Management is committed to continuing its efforts to
fully achieving an operationally effective control environment and in this
regard, during the first quarter of 2010, hired a new senior
executive.  One of the responsibilities of this senior executive is to
formally define roles, responsibilities and performance objectives and linking
them to compensation and to enforce internal controls and the Company’s
corporate strategy.




The
Company’s management, including the Chief Executive Officer and Chief Financial
Officer, do not expect that the Company’s internal controls will necessarily
prevent all errors or fraud, even after completion of the described remediation
efforts which we anticipate to be remediated by December 31, 2010.  A
control system, no matter how well designed or operated, can provide only
reasonable, not absolute assurance that the objectives of the control system are
met.




Material
Changes in Internal Controls over Financial Reporting


There
were no other changes in our internal controls over financial reporting during
the fourth quarter of 2009, other than those described above that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.





Item
9B.                 Other
Information





None.








PART
III





Item
      10.
            Directors, Executive
      Officers and Corporate
Governance





Our
Directors and Executive Officers and their ages and employment histories are as
follows:




Name
            Age
            Employment
      HistoryJean
      Paul Roy
            53
            Mr.
      Roy was elected a Director, President and Chief Executive Officer on
      August 29, 2003.  Prior thereto, for more than five years, Mr.
      Roy had been consulting in the oil and gas industry through his private
      company, GeoGlobal Technologies Inc. which he owned 100%.  Mr.
      Roy has in excess of 28 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.Allan
      J. Kent
            56
            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 28 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
            37
            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 is also a Director of International Nickel
      Ventures Inc.  Mr. Peters has a Bachelor of Business
      Administration degree, specializing in
  accounting.


42
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Peter
      R. Smith
            62
            Mr.
      Smith was elected a Director of our company on January 8,
      2004.  Mr. Smith currently sits on the Board of Directors of
      Brampton Brick Limited.  Mr. Smith was elected 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.Michael
      J. Hudson
            63
            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.David
      Conklin
            45
            Mr.
      Conklin was elected a Director of our company on May 11,
      2009.  Mr. Conklin currently serves as counsel at Goodmans LLP,
      a law firm in Toronto, Ontario, Canada and specializes in commercial
      litigation with an emphasis on corporate governance and business
      valuation.  Before joining Goodmans LLP in 2007, Mr. Conklin
      practised for one year with Bernstein Litowitz Berger & Grossman LLP,
      a securities and class action firm in New York.  Prior thereto
      he was a partner and senior litigator at Lerners LLP, a leading Toronto
      litigation law firm.  Mr. Conklin has extensive experience
      appearing before all levels of civil courts in Ontario litigating
      commercial disputes involving shareholder and partnership disputes,
      oppression claims, breach of confidentiality and other fiduciary duties,
      secured and unsecured creditor claims, professional negligence claims and
      other related business law issues.  He represents shareholders,
      boards of directors and entrepreneurs of both private and public
      companies.  Mr. Conklin is currently an Executive in Residence
      at the Schulich School of Business, York University where he teaches
      courses in the MBA and EMBA programs on Corporate Governance Mergers and
      Acquisitions.  Throughout his career, Mr. Conklin has taught a
      variety of legal and business courses including trial advocacy at the
      University Of Toronto Faculty Of Law and the Advocates’ Society.  Mr.
      Conklin received his LL.M from Columbia University in New York City
      focusing on capital markets, corporate finance and governance issues and
      was admitted to the Law Society of Upper Canada in 1993 and to the New
      York State Bar in 2007.




Mr. Roy,
Mr. Kent, Mr. Peters, Mr. Smith, Mr. Hudson, Mr. Conklin and Mr. Raha were
elected to serve as Directors of our company until our annual meeting of
stockholders in 2010 and the election and qualification of their
successors.  On February 2, 2010, we announced that Mr. Subir Raha had
passed away.




Our Board
of Directors has determined that Messrs. Peters, Smith, Hudson and Conklin are
“independent directors” under the listing standards of the
NYSE/Amex.




Our Board
of Directors had ten meetings during the year ended December 31,
2009.  Mr. Roy was unable to attend one of the meetings held by
conference call.  Dr. Avinash Chandra and Mr. Subir Raha, during their
tenure, did not attend 75% of the meetings.




At our
Annual Meeting of Stockholders held September 29, 2009, all members of the Board
of Directors were in attendance, with the exception of Mr. Subir Raha, who was a
nominee for election and Dr. Avinash Chandra who was not standing for
re-election.




43
 Table of Contents


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, 2009.




Audit
Committee and Audit Committee Financial Expert


Our Board
of Directors has appointed an Audit Committee consisting of Messrs. Hudson, who
is the Chairman, Mr. Peters and Mr. Conklin, each of whom have been determined
to be an “independent director” under the listing standards of the
NYSE/Amex.  Under our Audit Committee Charter, adopted as amended on
March 6, 2005, 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 and as such, serves as the Audit Committee
Financial Expert on our Audit Committee.




Our Audit
Committee had six meetings during the year ended December 31, 2009, of which all
were held by conference telephone call.  All members of the Audit
Committee attended all the meetings with the exception of Dr. Avinash Chandra
who was unavailable for two meetings while he held office.




On March
26, 2010, our Audit Committee discussed our audited consolidated financial
statements with management and discussed with KPMG, our independent registered
public accounting firm, the matters required to be discussed by Statement of
Auditing Standards No. 61 and received the written disclosures and the letter
from KPMG as required by Independence Standards Board Standard No. 1 which
confirmed KPMG’s independence as auditor.  Based on that review and
those discussions, our Audit Committee recommended that our audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2009 for filing with the Securities and Exchange
Commission.




Our Audit
Committee Charter is available in the “Corporate Governance” section of our
website at www.geoglobal.com.




Compensation
Committee


Our
Compensation Committee consists of Mr. Hudson whom is the Chairman and Mr.
Peters, each of whom has been determined to be an “independent
director”.  Our Compensation Committee, which has adopted a charter,
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.  Although Committee meetings are held in
executive session, without management’s presence, the Committee (and from time
to time individual members of the Committee) may meet with senior officers of
our company to discuss objectives, explain the rationale for certain objectives
or milestones, and to assure that it has management’s input in assessing the
consequences of decisions made in the Committee meetings, for instance, the
impact that its decisions may have on our financial statements.  The
Committee’s interactions with management seek to achieve a balance between
receiving management’s opinion but still ensuring that management is not, in
effect, establishing the terms and parameters for its own
compensation.  In certain instances, where management has proposed
objectives that are more aggressive than those proposed by the Committee, the
Committee may elect to utilize management’s milestones rather than its
own.




Our
Compensation Committee had two meetings during the year ended December 31, 2009,
of which, all were held by conference telephone call where all participants were
able to hear one another.  All members of the Compensation committee
attended all the meetings.




Nominating
Committee


Our
Nominating Committee consists of Mr. Smith, who is the Chairman, Mr. Peters and
Mr. Hudson, each of whom has been determined to be an “independent director”
under the listing standards of the NYSE/Amex.  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 has adopted a charter for the
nominating committee.




44
 Table of Contents




The
Nominating Committee had one meeting during the year ended December 31, 2009,
which was held by conference telephone call where all participants were able to
hear one another.  All members of the Nominating Committee attended
the meeting with the exception of Mr. Hudson who was unable to
attend.




Our
Nominating Committee will seek out nominees for new directors as vacancies
become available using the following criteria:  A majority of the
directors must be independent, as determined by the Board under applicable
rules; nominees shall possess expertise in general business matters and in such
other areas as are relevant to Committees on which they are expected to serve
(such as financial expertise, for Directors expected to serve as Audit Committee
members); and nominees shall be individuals with the background, character,
skills and expertise such that they will meaningfully contribute to our success
and our operations.




Our
Nominating Committee Charter is available in the “Corporate Governance” section
of our website at www.geoglobal.com.





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 is attached as an exhibit to this Annual Report on Form 10-K for the year
ended December 31, 2009.




Our Code
of Ethics Charter is available in the “Corporate Governance” section of our
website at www.geoglobal.com.





Item
11.                 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, 2009 who received total compensation exceeding $100,000 for the year ended
December 31, 2009 and who served in such capacities at December 31,
2009.




Summary
Compensation Table


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, (2)
      (3) President & CEO
            2009
              2008
            350,000
              350,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            Nil
              Nil
            Nil
              Nil
            32,730
      (5)
              31,700
      (6)
            382,730
              381,700Allan
      J. Kent, (2)
      (4)
              Exec
      VP & CFO
            2009
              2008
            212,750
              212,750
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            Nil
              Nil
            Nil
              Nil
            27,903
      (7)
              32,150
      (8)
            240,653
              244,900




(1)
            Represents
      the dollar amount recognized for financial statement reporting purposes
      with respect to the fiscal year in accordance with FAS
    123R.


(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 amounts are paid to Roy Group (Barbados) Inc., a Barbados company
      wholly owned by Mr. Roy, pursuant to the terms of an agreement described
      below.


(4)
            The
      salary 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 us included in this amount are $32,730 for medical coverage
      for Mr. Roy and his family


(6)
            Costs
      paid for by us included in this amount are $31,700 for medical coverage
      for Mr. Roy and his family.


(7)
            Costs
      paid for by us included in this amount are $27,903 for medical coverage
      for Mr. Kent and his family.


(8)
            Costs
      paid for by us included in this amount are $32,150 for medical coverage
      for Mr. Kent and his family.




Narrative
Disclosure to Summary Compensation Table


On August
29, 2003, we entered into a Technical Services Agreement with Roy Group
(Barbados) Inc., a company organized under the laws of Barbados and wholly owned
by Mr. Roy.  Under the agreement, Roy Group (Barbados) Inc. 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, 2010 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 amend the fee payable from $250,000
to $350,000 effective January 1, 2006.  Roy Group (Barbados) Inc. is
reimbursed for authorized travel and other out-of-pocket
expenses.  The agreement prohibits Roy Group (Barbados) Inc. from
disclosing any of our confidential information and from competing directly or
indirectly with us for a period ending December 31, 2010 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.




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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 an
oral arrangement with D. I. Investments Ltd.  The oral agreement was
amended to provide for an annual fee payable of $185,000 effective January 1,
2006 and the oral agreement was further amended to provide for an annual fee
payable of $212,750 effective January 1, 2008.




We do not
have any employment agreements with any of our named executive
officers




Grants
of Plan-Based Awards


Grants of
plan-based awards were not made to our executive officers during the year
2009.




Outstanding
Equity Awards at Fiscal Year-End


The
following table provides information with respect to our named executive
officers regarding outstanding equity awards at December 31, 2009.




Option
      Awards
            Stock
      AwardsName
            Number
      of Securities Underlying Unexercised Options
              (#)
              Exercisable
            Number
      of Securities Underlying Unexercised Options
              (#)
              Unexercisable
            Equity
      Incentive Plan Awards:
              Number
      of Securities Underlying Unexercised Unearned Options
              (#)
            Option
      Exercise Price
              ($)
            Option
      Expiration Date
              mm/dd/yy
            Number
              of
              Shares
              or
              Units
              of
              Stock
      That
              Have
              Not
      Vested
              (#)
            Market
      Value of Shares or Units of Stock That Have Not Vested
              ($)
            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
            500,000
      (1)
            -0-
            -0-
            3.95
            07/25/16
            -0-
            -0-
            -0-
            -0-Allan
      J. Kent
            500,000
      (1)
            -0-
            -0-
            3.95
            07/25/16
            -0-
            -0-
            -0-
            -0-




(1)           Of
these options, options to purchase 250,000 shares vested on each of December 31,
2006 and July 25, 2007.




Option
Exercises and Stock Vested


The
following table provides information with respect to the executive officers
regarding option exercises and stock that vested during the fiscal year ended
December 31, 2009.


Options
      Awards
            Stock
      AwardsName
            Number
      of Shares Acquired on Exercise
              (#)
            Value
      Realized on Exercise
              ($)
            Number
      of Shares Acquired on Vesting
              (#)
            Value
      Realized on Vesting
              ($)(a)
            (b)
            (c)
            (d)
            (e)Jean
      Paul Roy
            -0-
            -0-
            -0-
            -0-Allan
      J. Kent
            -0-
            -0-
            -0-
            -0-







46
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Director
Compensation


The
following table provides information with respect to compensation of our
Directors during the year ended December 31, 2009.  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
              ($)
      (1)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Change
      in Pension Value and
              Nonqualified
      Deferred
              Compensation
              Earnings
              ($)
            All
      Other Compensation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Peter
      Smith
            18,000
            -0-
            55,239
            -0-
            -0-
            -0-
            73,239Brent
      Peters
            18,500
            -0-
            55,239
            -0-
            -0-
            -0-
            73,739Michael
      Hudson
            22,500
            -0-
            55,239
            -0-
            -0-
            -0-
            77,739Dr.
      Avinash Chandra
            6,500
            -0-
            -0-
            -0-
            -0-
            -0-
            6,500David
      Conklin
            116,463
            -0-
            51,137
            -0-
            -0-
            -0-
            167,600Subir
      Raha
            6,000
            -0-
            55,239
            -0-
            -0-
            -0-
            61,239




(1)
            Represents
      the dollar amount recognized for financial statement reporting purposes
      with respect to the fiscal year in accordance with FAS
    123R.




Prior to
May 11, 2009, our non-employee Board members received cash compensation for
attendance in person or by phone for each board meeting and each of the
committee meetings that they are a member of.  A fee of $1,000 was
paid for personally attending each meeting and $500 for attendance by
phone.  Non-employee Board members may also be paid a fee for their
services for special project(s) they may conduct or participate in.




Effective
May 11, 2009, our company’s Board of Directors adopted an Independent Director
Compensation Policy.  Under the Policy, commencing as of May 11, 2009,
each of our Independent Directors, as such term is defined under the NYSE/Amex
Company Guide, will receive an annual retainer of $24,000, payable in monthly
instalments and the Chairperson of our Audit Committee will receive an
additional annual retainer of $6,000, payable in monthly
instalments.




On
September 24, 2009, a Special Committee of the Board of Directors was created
for a six month period and consisted of Mr. David Conklin as an independent
director to perform the duties of and for this Special Committee.  Mr.
Conklin received $22,000 per month for his services on this Special Committee
for a three month period and $27,000 for a one month period during
2009.




Our
Directors are also reimbursed for their out-of-pocket expenses in attending
meetings.  Pursuant to the terms of our 2008 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 our
stock incentive plans, all of our Directors, other than Messrs. Roy and Kent are
considered non-employee Board members.




Compensation
Committee Interlocks and Insider Participation


None of
the members of our Compensation Committee were officers or employees of our
company during the year ended December 31, 2009 or were former officers of our
company or had any other relationship with our company requiring
disclosure.




Compensation
Discussion and Analysis


Policies
and Objectives


Our
Compensation Committee believes that our compensation policies and objectives
should align with and reflect the stage of development of our operations, our
operating objectives and the extent of realization of our
objectives.  Our Compensation Committee believes that our policies and
objectives must take into consideration our specific business objectives and
manner of achieving those objectives and our ability to implement those
objectives under the terms of the PSCs to which we are a
party.  Accordingly, our compensation policies and objectives should
be based on both our successes in entering into and pursuing joint venture
arrangements, as well as the progress and success of the exploration and
drilling activities of those ventures, whether undertaken directly by us or
through the operators of the exploration blocks.




47
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Our
Compensation Committee also believes that the compensation of our executive
officers should be based on the principles that the levels of compensation must
enable our company to motivate and retain the talent we need to lead and make
our company grow.  Our Compensation Committee further believes that
the compensation levels must be competitive with similar other companies, be
fair and reasonable and, where appropriate, reward successful
performance.  Our Compensation Committee relies upon its judgment in
making compensation decisions.




Because
it believes such a structure is most appropriate to our company’s stage of
development, the Compensation Committee has followed the practices established
in 2005 of providing a compensation package to our executive officers consisting
of monetary compensation and stock options.  Our Compensation
Committee believes that the impact of applicable Canadian, United States and
other foreign tax laws should be considered with respect to the compensation
paid and the form of the compensation.  Our Compensation Committee
does not establish any specific performance or target goals.




Direct
Monetary Compensation


In a
meeting in December 2007, the Compensation Committee considered, among other
things, in arriving at compensation for the fiscal year 2008 and beyond, the
level of compensation for the executive officers during the prior fiscal years,
the compensation levels paid by the peer group of companies as found in the Lane
Caputo report, the growth and complexity of the executive officers tasks during
the year and our company’s overall business plans for further growth in the
following fiscal years.




The
direct monetary compensation of our executive officers is based on the scope of
their duties and responsibilities and the executives’ individual performance in
fulfilling those duties and responsibilities, in addition to the other factors
described above.  Because of the inherent nature of our activities,
the uncertain nature of the outcome of our activities, and the extended period
of time over which the success of our activities will be determined, the
Compensation Committee believes that, because the company’s ability to achieve
its objectives is greatly dependent upon the activities of the operators of the
drilling blocks in which we have an interest, the company’s success in its
exploration and drilling activities during a particular year should not be the
sole measure by which the direct monetary compensation of our executive officers
is determined.  The Compensation Committee also recognizes that our
company’s opportunity to enter into additional production-sharing contracts or
acquire interests in ventures that are parties to such contracts is limited by
availability of contracts and our company’s capital.  However, the
Committee recognizes that future successes may lead it to award cash or other
bonuses determined at that time and in the light of future events.




Our
Compensation Committee had two meetings during the year ended December 31, 2009,
of which, all were held by conference telephone call where all participants were
able to hear one another.  All members of the Compensation committee
attended these meetings.




Equity
Compensation


Our
Compensation Committee believes that a material element of executive
compensation should be the award of equity grants.  This element of
compensation has taken the form of grants of options under our Stock Incentive
Plan but other forms of equity grants may be considered.  The
Compensation Committee believes the award of equity grants has the effect of
aligning executive officers compensation to the future growth and success of our
company.




Equity
grants are the only form of long-term compensation utilized to compensate our
executive officers at this time.  The Compensation Committee does not
consider any relationship between Direct Monetary Compensation and Equity
Compensation in making equity grants.  These grants are not based on
any strict formula but rather are determined in the light of practices at the
peer group selected, our company’s past practices, and our overall corporate
performance during the period relative to our progress made in achieving our
overall business plan objectives and achieving stockholder value.




The
Compensation Committee did not award any equity grants to our executive officers
in 2009.  The Compensation Committee reached this conclusion based on,
among other factors, the market performance of the company’s common stock during
the year.




Other
Benefits - Change of Control


We have
no arrangements with our executive officers or Directors regarding any monetary
payments to them in the event of a change in control of our
company.




In the
event that our company is acquired by merger or sale of substantially all of its
assets or securities possessing more than 50% of the total combined voting power
of our outstanding securities, outstanding options granted under our 1998 Stock
Incentive Plan and/or our 2008 Stock Incentive Plan containing vesting
provisions, including those held by executive officers and Directors, are
subject to immediate vesting.  Each outstanding option which is not to
be assumed by the successor corporation or otherwise continued in effect will
automatically accelerate in full and become immediately fully vested, subject to
certain exceptions.  Our Stock Incentive Plans contains discretionary
provisions regarding the grant of options with vesting
provisions.  Options may also immediately vest in connection with a
change in the majority of the Board of Directors of our company by reason of one
or more contested elections for Board membership.




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Perquisites


Our
executive officers also receive perquisites in the form of medical insurance
coverage for the executives and their families.  In addition, travel
expenses of Mr. Roy’s family will be paid for travel to India as approved by the
Board of Directors based on the duration and purpose of the trip.




Mr. Roy,
through Roy Group (Barbados) Inc., a corporation wholly owned by Mr. Roy, is
reimbursed for out-of-pocket expenses on a cost recovery basis for expenses such
as travel, hotel, meals, entertainment, computer costs and amounts billed to
third parties incurred by Mr. Roy.




Mr. Kent,
through D.I. Investments Ltd., a corporation wholly owned by Mr. Kent, is
reimbursed for out-of-pocket expenses on a cost recovery basis for expenses such
as travel, hotel, meals and entertainment expenses incurred by him in the
performance of services to our company.




Structure
of Compensation Arrangements


We have
entered into the following arrangements regarding our executive
officers.




We have
an agreement with Roy Group (Barbados) Inc. whereby, under the agreement, Roy
Group (Barbados) Inc. agreed to perform such geologic and geophysical duties as
are assigned to it by our company.  Mr. Roy performs services for us
in his capacity as an employee to Roy Group (Barbados) Inc. and we pay
compensation to Roy Group (Barbados) Inc.  In addition, we pay for
medical insurance for Mr. Roy and his family.  Expenses incurred by
Mr. Roy in connection with our company are reimbursed to Roy Group (Barbados)
Inc. for his travel expenses, hotel, meals, entertainment, computer costs and
amounts billed to third parties.




Mr.
Kent’s services are provided through D.I. Investments Ltd., a company controlled
by Mr. Kent pursuant to an oral agreement.  In addition, we pay for
medical insurance for Mr. Kent and his family.  Expenses incurred by
Mr. Kent in connection with the Company are reimbursed to him for travel, hotel,
meals and entertainment expenses.




Director
Compensation


Prior to
May 11, 2009, our non-employee Board members received cash compensation for
attendance in person or by phone for each board meeting and each of the
committee meetings that they are a member of.  A fee of $1,000 was
paid for personally attending each meeting and $500 for attendance by
phone.  Non-employee Board members may also be paid a fee for their
services for special project(s) they may conduct or participate in.




Effective
May 11, 2009, our company’s Board of Directors adopted an Independent Director
Compensation Policy.  Under the Policy, commencing as of May 11, 2009,
each of our Independent Directors, as such term is defined under the NYSE/AMEX
Company Guide, will receive an annual retainer of $24,000, payable in monthly
instalments and the Chairperson of our Audit Committee will receive an
additional annual retainer of $6,000, payable in monthly
instalments.




On
September 24, 2009, a Special Committee of the Board of Directors was created
for a six month period and consisted of Mr. David Conklin as an independent
director to perform the duties of and for this Special Committee.  Mr.
Conklin received $22,000 per month for his services on this Special Committee
for a three month period and $27,000 for a one month period during
2009.




Our
Directors are also reimbursed for their out-of-pocket expenses in attending
meetings.




Pursuant
to the terms of our 2008 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 our Stock Incentive Plan, all of our Directors,
other than Messrs. Roy and Kent, are considered non-employee Board
members.




Compensation
Committee Report


The
Compensation Committee of our Board of Directors has reviewed and discussed with
management the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K.  Based on such review and discussions, the
Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in the 2008 Annual Report on
Form 10-K and the Proxy Statement for the 2009 Annual Meeting of Stockholders
for filing with the Securities and Exchange Commission.
  Submitted by the Compensation
Committee:


Michael
J. Hudson (Chairman)


Brent
J. Peters


The
above Compensation Committee Report is not deemed to be “soliciting material” or
“filed” with the Securities and Exchange Commission under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, or
incorporated by reference in any documents so filed.





49
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Item
12.                 Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters





Securities
Authorized for Issuance Under Equity Compensation Plans


During
the year ended December 31, 2009, we had two equity compensation plans for our
employees, directors and consultants pursuant to which options, rights or shares
may be granted or have been issued.  They are referred to as our 1998
Stock Incentive Plan (the 1998 Plan), which expired on December 4, 2008 and our
newly adopted 2008 Stock Incentive Plan (the 2008 Plan).  See the
Notes to Consolidated Financial Statements to the attached financial statements
for further information on the material terms of these plans.




The
following table provides information as of December 31, 2009 with respect to our
equity 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:




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)Plan
      Category
            (a)
            (b)
            (c)Equity
      compensation plans approved by security holders1998
      Stock Incentive Plan
            2,860,000
            $4.50
            -0-2008
      Stock Incentive Plan
            1,580,000
            $1.62
            10,420,000Equity
      compensation plans not approved by security holders
            -0-
            -0-
            -0-Total
            4,440,000
            $3.48
            10,420,000




Security
Ownership of Certain Beneficial Owners and Management


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 March 30, 2010.  As of March 30, 2010, we had 72,805,756 shares of
Common Stock outstanding.




Name
      and Address of Beneficial Owner
            (1)Number of Shares Beneficially
      Owned
            Percentage
      of Outstanding Common StockJean
      Paul Roy
              c/o  GeoGlobal
      Resources Inc.
              Suite
      200, 625 – 4 Avenue SW
              Calgary,
      Alberta    T2P 0K2
            (2)
      (7)32,846,000
            45.1%Allan
      J. Kent
            (3)
      (7)905,000
            1.2%Brent
      J. Peters
            (4)200,000
            *Peter
      R. Smith
            (5)200,000
            *Michael
      J. Hudson
            (6)200,000
            *David
      D. Conklin
            (8)16,667
            *All
      directors and officers as a group (6 persons)
            34,367,667
            47.2%




*
            holds
      less than 1%


(1)
            For
      purposes of the above table, a person is considered to “beneficially own”
      any shares with respect to which he exercises sole or shared voting or
      investment power or of which he has the right to acquire the beneficial
      ownership within 60 days following March 30,
  2010.


(2)
            Includes
      32,346,000 shares of Common Stock and 500,000 options to purchase Common
      Stock exercisable within 60 days following the March 30,
    2010.


(3)
            Includes
      405,000 shares of Common Stock and 500,000 options to purchase Common
      Stock exercisable within 60 days following March 30,
  2010.


(4)
            Includes
      options to purchase 200,000 shares of Common Stock exercisable within 60
      days following March 30, 2010.


(5)
            Includes
      options to purchase 200,000 shares of Common Stock exercisable within 60
      days following March 30, 2010.


(6)
            Includes
      options to purchase 200,000 shares of Common Stock exercisable within 60
      days following March 30, 2010.


(7)           On
September 2, 2008, Messrs. Roy and Kent entered into a Share Purchase Agreement
(Agreement) with a private investor whereby Messrs Roy and Kent each agreed to
sell on the closing date in a privately negotiated transaction 375,000 shares of
our common stock at a price of $3.00 per share.  In accordance with
the Agreement, the closing of the sale of 270,000 of Mr. Kent’s shares occurred
on September 2, 2008 and the closing of the sale of Mr. Roy’s shares and the
balance of Mr. Kent’s shares was to occur seven (7) days after the filing by Mr.
Roy with the required Canadian securities regulatory authorities of a Form
45-102F1, Notice of Intention to Distribute Securities under Section 2.8 of NI
45-102.  Also on September 2, 2008, Messrs. Roy and Kent entered into
a Securities Pledge Agreement with the private investor whereby they delivered
to the investor an additional 600,000 shares of our common stock to secure the
performance by Messrs. Roy and Kent of their agreement to indemnify the
investor, should the investor elect to sell the shares, against any deficiency
resulting to the investor between the purchase price for the shares of common
stock plus a stipulated sum per share and the price realized from the sale
during the period commencing six months and one day after the respective initial
and subsequent closing dates of the investor’s purchase of the shares through
the date seven months after such closing dates.  The sale of the
270,000 shares by Mr. Kent was completed and is reflected in the table above,
however, because of intervening market conditions the completion of the purchase
of the shares from Mr. Roy and the remaining shares from Mr Kent shares was not
completed.  We have been advised by Messrs. Roy and Kent that an
amendment to the Agreement is currently under negotiation.


(8)           Includes
options to purchase 16,667 shares of Common Stock exercisable within 60 days of
March 30, 2010.





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





On March
27, 2003, we entered into a Participating Interest Agreement with Roy Group
(Mauritius) Ltd., a corporation wholly owned by Jean Paul Roy, our President,
Chief Executive Officer, a Director and principal stockholder, whereby we
assigned and hold in trust for Roy Group (Mauritius) Ltd. subject to the
Government of India consent, 50% of the benefits and obligations of the PSC
covering the KG Offshore Block and the Carried Interest Agreement leaving us
with a net 5% participating interest in the KG Offshore Block and a net 5%
carried interest in the Carried Interest Agreement.  Under the terms
of the Participating Interest Agreement, until the Government of India consent
is obtained, we retain the exclusive right to deal with the other parties
related to the KG Offshore Block and the Carried Interest Agreement and are
entitled to make all decisions regarding the interest assigned to Roy Group
(Mauritius) Inc.  Roy Group (Mauritius) Inc. has agreed to be bound by
and be responsible for the actions taken by, obligations undertaken and costs
incurred by us in regard to Roy Group (Mauritius) Inc.’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 Roy Group (Mauritius) Inc.
interest.  Roy Group (Mauritius) Inc. has agreed to indemnify us
against any and all costs, expenses, losses, damages or liabilities incurred by
reason of Roy Group (Mauritius) Inc.’s failure to pay the same.




Subject
to obtaining the government consent to the assignment, Roy Group (Mauritius)
Inc. is entitled to all income, receipts, credits, reimbursements, monies
receivable, rebates and other benefits in respect of its 5% interest which
relate to the KG Offshore PSC.




We have a
right of set-off against sums owing to us by Roy Group (Mauritius)
Inc.  In the event that the Government of India consent is delayed or
denied, resulting in either Roy Group (Mauritius) Inc. or our company being
denied an economic benefit either would have realized under the Participating
Interest Agreement, the parties agreed to amend the agreement or take other
reasonable steps to assure that an equitable result is achieved consistent with
the parties’ intentions contained in the Participating Interest
Agreement.  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
Government of India.  As a consequence of this transaction, we report
our holdings under the KG Offshore PSC and Carried Interest Agreement as a net
5% participating interest.




Further,
Roy Group (Mauritius) Inc. agreed in the Participating Interest Agreement that
until August 4, 2009, 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 us of the transaction, its terms, including price, and the identity of
the intended assignee and any other material information, and we will have the
first right to purchase the interest proposed to be sold on the terms contained
in the notice to us.




On August
29, 2003, we entered into a Technical Services Agreement with Roy Group
(Barbados) Inc., a corporation wholly owned by Mr. Roy, whereby under the
agreement, Roy Group (Barbados) Inc. agreed to perform such geological and
geophysical duties as are assigned to it by our company.  The term of
the agreement, as amended, extends through December 31, 2010 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 amend the fee payable from $250,000 to $350,000 effective January 1,
2006.  Roy Group (Barbados) Inc. is reimbursed for authorized travel
and other out-of-pocket expenses.  The agreement prohibits Roy Group
(Barbados) Inc. from disclosing any of our confidential information and from
competing directly or indirectly with us for a period ending December 31, 2010
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.  Roy Group (Barbados) Inc.
received $350,000 from us during 2009 under the terms of this agreement,
including its amendments.




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Roy Group
(Barbados) Inc. was reimbursed for expenses such as travel, hotel, meals and
entertainment, computer costs and amounts billed to third parties incurred by
Mr. Roy during 2009.  Additionally, we paid for medical insurance
coverage for Mr. Roy and his family during 2009 in the amount of $32,730.At December 31, 2009, we
owed Roy Group (Barbados) Inc. $63,087 for services provided pursuant to the
Technical Services Agreement and expenses incurred on behalf of our Company
which amount bears no interest and has no set terms of repayment.




During
the year ended December 31, 2009, Mr. Allan J. Kent, our Executive Vice
President, Chief Financial Officer and a Director, was paid $212,750 by us for
consulting services of Mr. Kent which are provided to us pursuant to an oral
arrangement with D.I. Investments Ltd., a corporation wholly-owned by him,
amended effective January 1, 2008.




D.I.
Investments Ltd. was reimbursed for expenses such as travel, hotel, meals and
entertainment and expenses incurred directly throughout
2009.  Additionally, we paid for medical insurance coverage for Mr.
Kent and his family during 2009 in the amount of $28,034.  At December
31, 2009, we owed D.I. Investments Ltd. $35,907 as a result of services provided
and expenses incurred on behalf of our company.




Messrs.
Roy and Kent devote substantially all their time to our
affairs.  Neither of such persons is our direct employee and we do not
have any employment agreements directly with either of such
persons.




During
the year ended December 31, 2009, Amicus Services Inc., a company controlled by
Mr. Vincent Roy, a brother of Jean Paul Roy, our President, Chief Executive
Officer and President, was paid $55,782 by us for consulting fees for services
rendered pursuant to an oral agreement.  Amicus Services Inc.
provided, pursuant to the agreement, IT and computer related services to cover
such duties as; organizing, managing and maintaining a geological database in
Canada relating to GeoGlobal’s exploration interests an India and elsewhere;
upgrading on a continuing basis all information systems (both software and
hardware) and network systems (including onsite and offsite backups of data and
security issues) of a corporate nature; and providing ongoing IT services as
required to Calgary staff.  The hourly rate paid to Amicus Services
Inc. throughout 2009 was Canadian $70.00.  We are provided these IT
services approximately three days per week.  The oral agreement can be
immediately terminated by either party at any time by notice given to the other
party.




At
December 31, 2009, we owed Amicus Services Inc. $24,560 as a result of services
provided and expenses incurred on behalf of our company.





Item
14.                 Principal Accountant Fees
and Services





The
following sets forth fees we incurred for professional services provided by
KPMG, LLP and Ernst & Young LLP for accounting services rendered during the
years ended December 31, 2009 and December 31, 2008, respectively.




Audit
      Fees
            Audit
      Related Fees
            Tax
      Fees
            All
      Other Fees
            Total2009
            388,432
            4,424
            91,228
            9,790
            493,8742008
            488,775
            10,383
            --
            10.881
            510,039




Our Board
of Directors believes that the provision of the services during the years ended
December 31, 2009 and December 31, 2008 is compatible with maintaining the
independence of KPMG LLP and Ernst & Young LLP, respectively.  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 KPMG LLP and 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.


52
 Table of Contents


Part
IV





Item
15.                 Exhibits and Financial
Statement Schedules





Exhibit
            Description3.1
            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
            1998
      Stock Incentive Plan (2)10.2
            2008
      Stock Incentive Plan (13)10.3
            Stock
      Purchase Agreement dated April 4, 2003 by and among Suite101.com, Inc.,
      Jean Paul Roy and GeoGlobal Resources (India) Inc. (3)10.4
            Amendment
      dated August 29, 2003 to Stock Purchase Agreement dated April 4, 2003
      (4)10.5
            Technical
      Services Agreement dated August 29, 2003 between Suite101.com, Inc. and
      Roy Group (Barbados) Inc. (4)10.5.1
            Amendment
      to Technical Services Agreement dated January 31, 2006 between GeoGlobal
      Resources Inc. and Roy Group (Barbados) Inc. (8)10.6
            Participating
      Interest Agreement dated March 27, 2003 between GeoGlobal Resources
      (India) Inc. and Roy Group (Mauritius) Inc. (4)10.7
            Escrow
      Agreement dated August 29, 2003 among Registrant, Jean Paul Roy and
      Computershare Trust Company of Canada (4)10.8
            Promissory
      Note dated August 29, 2003 payable to Jean Paul Roy (4)10.9
            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)10.10
            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)10.11
            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)10.12
            Carried
      Interest Agreement dated August 27, 2002 between Gujarat State Petroleum
      Corporation Limited and GeoGlobal Resources (India) Inc. (5)10.13
            Production
      Sharing Contract dated September 23, 2005 between the Government of
      India and GeoGlobal Resources (Barbados) Inc.(7)10.14
            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)10.15
            Production
      Sharing Contract dated March 2, 2007 between the Government of India, Oil
      India Limited and GeoGlobal Resources (Barbados) Inc.(9)10.16
            Production
      Sharing Contract dated March 2, 2007 between the Government of India, Oil
      India Limited and GeoGlobal Resources (Barbados) Inc.(9)10.17
            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)10.18
            Production
      Sharing Contract dated March 2, 2007 between the Government of India and
      GeoGlobal Resources (Barbados) Inc.(9)10.19
            Form
      of Warrant Certificate issued to subscribers relating to the offer and
      sale of Units from June 2007 financing (10)10.20
            Compensation
      Option dated June 20, 2007 between the Company and Primary Capital Inc.
      for the issuance of 170,400 compensation options (10)10.21
            Compensation
      Option dated June 20, 2007 between the Company and Jones, Gable &
      Company Limited for the issuance of 170,400 compensation options (10)10.22
            Joint
      Operating Agreement dated August 7, 2003 between Gujarat State Petroleum
      Corporation Limited, Jubilant Enpro Limited and GeoGlobal Resources
      (India) Inc.(11)10.23
            Production
      Sharing Contract dated April 12, 2000 between the Government of India, Oil
      & Natural Gas Corporation Limited, Gujarat State Petroleum Corporation
      Limited and Hindustan Oil Exploration Company Limited (12)10.24
            Amendment
      No. 2 to Production Sharing Contract dated April 12, 2000 between the
      Government of India, Oil & Natural Gas Corporation Limited, Gujarat
      State Petroleum Corporation Limited and Hindustan Oil Exploration Company
      Limited effective August 24, 2006 (12)10.25
            Description
      of terms of oral consulting agreement between GeoGlobal Resources Inc. and
      Amicus Services Inc. (14)10.26
            Chapman Petroleum Engineering Report (15)


53
 Table of Contents





14
            Code of Ethics (15)21
            Subsidiaries
      of the Registrant:Name
            State
      or Jurisdiction of IncorporationGeoGlobal
      Resources (India) Inc.
            BarbadosGeoGlobal
      Resources (Canada) Inc.
            AlbertaGeoGlobal
      Resources (Barbados) Inc.
            BarbadosGGR
      Oil & Gas (India) Private Limited
            India23
            Consent
      of experts and counsel:23.1
            Consent of KPMG LLP (15)31.1
            Certification of President and Chief Executive Officer
      Pursuant to Rule 13a-14(a) (15)31.2
            Certification of Chief Financial Officer Pursuant to
      Rule 13a-14(a) (15)32.1
            Certification of President and Chief Executive Officer
      Pursuant to Section 1350 (furnished, not filed) (15)32.2
            Certification of Chief Financial Officer Pursuant to
      Section 1350 (furnished, not filed) (15)




(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)
            Filed
      as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ending
      March 31, 2007.


(10)
            Filed
      as an Exhibit to our Current Report on Form 8-K dated June 27,
      2007.


(11)
            Filed
      as an Exhibit to our Current Report on Form 8-K dated August 14,
      2007.


(12)
            Filed
      as an Exhibit to our Form 10-K dated June 4,
  2008.


(13)
            Filed
      as an Exhibit to our Form S-8 dated December 31,
  2008.


(14)
            Filed
      as an Exhibit to our Form 10-K dated March 26,
  2009.


(15)
            Filed
      herewith.





Table of Contents

















GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)























CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009 AND DECEMBER 31, 2008


(in
United States dollars)























INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





Report
      of Independent Registered Public Accounting Firm-
              -
      KPMG Audit Report
            
            FS
      2Report
      of Independent Registered Public Accounting Firm
              - KPMG Audit of Internal
      Control over Financial Reporting
            
            FS
      3Financial
      StatementsConsolidated Balance Sheets
            
            FS
      4Consolidated Statements of Operations and Comprehensive
      Loss
            
            FS
      5Consolidated Statements of Changes in Stockholders’
      Equity
            
            FS
      6Consolidated Statements of Cash Flows
            
            FS
      7Notes to the Consolidated Financial
      Statements
            
            FS
      8-26











Table of Contents










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







The Board
of Directors and Stockholders


GeoGlobal
Resources Inc.:




We have
audited the accompanying consolidated balance sheets of GeoGlobal Resources Inc.
and subsidiaries (a development stage enterprise) (the “Company”) as of
December 31, 2009 and 2008, and the related consolidated statements of
operations and comprehensive loss, stockholders’ equity, and cash flows for each
of the years in the three-year period ended December 31, 2009 and the
information included in the cumulative from inception presentations for the
period from January 1, 2007 to December 31, 2009 (not separately presented
herein). These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
consolidated 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of GeoGlobal Resources Inc. and
subsidiaries (a development stage enterprise) as of December 31, 2009 and
2008, and the results of their operations and its  cash flows for each
of the years in the three-year period ended December 31, 2009 and the
information included in the cumulative from inception presentations for the
period from January 1, 2007 to December 31, 2009 (not separately presented
herein), in conformity with U.S. generally accepted accounting
principles.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a deficit accumulated during the development stage that
raise substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also described in note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2009, based on criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated March 30,
2010, expressed an adverse opinion on the effectiveness of the Company’s
internal control over financial reporting.








"KPMG LLP" (signed)




Calgary,
Canada


March 30,
2010



























FS
2
 Table of Contents







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The Board
of Directors and Stockholders


GeoGlobal
Resources Inc.:





We have
audited GeoGlobal Resources Inc.’s internal control over financial reporting as
of December 31, 2009, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Controls Over
Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our
audit.





We
conducted our audit 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 effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.





A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis. A material
weakness related to the Company not maintaining and effective control
environment has been identified and included in management’s assessment. We also have audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements of the Company. This
material weakness was considered in determining the nature, timing, and extent
of audit tests applied in our audit of the 2009 consolidated financial
statements, and this report does not affect our report dated March 30, 2010,
which expressed an unqualified opinion on those consolidated financial
statements.





In our
opinion, because of the effect of the aforementioned material weakness on the
achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December
31, 2009, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.








"KPMG LLP" (signed)











Calgary,
Canada


March 30,
2010





FS
3
 Table of Contents


GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED BALANCE SHEETSDecember
      31, 2009
              $
            
            
            December
      31, 2008
              $AssetsCurrentCash
      and cash equivalents
            
            
            16,294,996
            
            
            
            25,432,814Accounts
      receivable
            
            
            64,031
            
            
            
            229,642Prepaids
      and deposits
            
            
            173,318
            
            
            
            242,05916,532,345
            
            
            
            25,904,515Restricted
      deposits (note 4)
            
            
            6,925,000
            
            
            
            10,800,000Property
      and equipment (notes 5 and 11)
            
            
            46,813,004
            
            
            
            35,160,81470,270,349
            
            
            
            71,865,329LiabilitiesCurrentAccounts
      payable
            
            
            8,733,612
            
            
            
            4,847,513Accrued
      liabilities
            
            
            1,196,614
            
            
            
            4,330,591Due
      to related companies (note 11)
            
            
            123,554
            
            
            
            32,91610,053,780
            
            
            
            9,211,020Asset
      retirement obligation (note 6)
            
            
            775,000
            
            
            
            633,59810,828,780
            
            
            
            9,844,618Stockholders’EquityCapital
      stockAuthorized125,000,000
      common shares with a par value of $0.001 each1,000,000
      preferred shares with a par value of $0.01 eachIssued72,805,756
      common shares (December 31, 2008 – 72,805,756)
            
            
            58,214
            
            
            
            58,214Additional
      paid-in capital
            
            
            88,153,778
            
            
            
            84,554,673Deficit
      accumulated during the development stage
            
            
            (28,770,423
            )
            
            
            (22,592,176
            )59,441,569
            
            
            
            62,020,71170,270,349
            
            
            
            71,865,329See
      Going Concern (note 2), Commitments (note 15) and Contingencies (note
      16)
              The
      accompanying notes are an integral part of these Consolidated Financial
      Statements.


FS
4
 Table of Contents





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSSYear
      ended
              Dec
      31, 2009
              $
            
            
            Year
      ended
              Dec
      31, 2008
              $
            
            
            Year
      ended
              Dec
      31, 2007
              $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009
              $Revenue
      and other incomeOil
      sales
            
            
            661,922
            
            
            
            --
            
            
            
            --
            
            
            
            661,922Interest
      income
            
            
            299,550
            
            
            
            1,148,479
            
            
            
            2,165,920
            
            
            
            5,861,127Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            42,228961,472
            
            
            
            1,148,479
            
            
            
            2,165,920
            
            
            
            6,565,277ExpensesOperating
            
            
            98,878
            
            
            
            --
            
            
            
            --
            
            
            
            98,878General
      and administrative
            
            
            2,986,967
            
            
            
            2,343,138
            
            
            
            2,280,232
            
            
            
            10,586,584Consulting
      fees (note 11)
            
            
            822,652
            
            
            
            742,002
            
            
            
            356,912
            
            
            
            6,659,343Professional
      fees
            
            
            1,085,056
            
            
            
            1,089,173
            
            
            
            1,037,971
            
            
            
            3,964,876Depletion
      and depreciation
            
            
            352,637
            
            
            
            52,144
            
            
            
            55,425
            
            
            
            671,516Accretion
      (note 6)
            
            
            55,619
            
            
            
            32,202
            
            
            
            --
            
            
            
            87,821Foreign
      exchange (gain) loss
            
            
            (16,090
            )
            
            
            105,720
            
            
            
            (21,510
            )
            
            
            94,667Impairment
      of oil and gas properties (note 5)
            
            
            --
            
            
            
            10,098,015
            
            
            
            --
            
            
            
            10,098,0155,385,719
            
            
            
            14,462,394
            
            
            
            3,709,030
            
            
            
            32,261,700Net
      loss and comprehensive loss for the year
            
            
            (4,424,247
            )
            
            
            (13,313,915
            )
            
            
            (1,543,110
            )
            
            
            (25,696,423
            )Warrant
      modification (note 9)
            
            
            (1,754,000
            )
            
            
            --
            
            
            
            (1,320,000
            )
            
            
            (3,074,000
            )Net
      loss and comprehensive loss applicable to
              common
      stockholders
            
            
            (6,178,247
            )
            
            
            (13,313,915
            )
            
            
            (2,863,110
            )
            
            
            (28,770,423
            )Basic and diluted net loss per
      share (note 12)
            
            
            (0.09
            )
            
            
            (0.20
            )
            
            
            (0.04
            )





The
accompanying notes are an integral part of these Consolidated Financial
Statements.


FS
5
 Table of Contents





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF
      STOCKHOLDERS’EQUITYNumber
      of
              Shares
              #
            
            
            Capital Stock
              $
            
            
            Additional
              paid-in
      capital
              $
            
            
            Accumulated
              Deficit
              $
            
            
            Stockholders’
              Equity
              $For
      the period from inception August 21, 2002 to
              December
      31, 2006Common
      shares issued
            
            
            51,552,568
            
            
            
            51,617
            
            
            
            47,286,833
            
            
            
            --
            
            
            
            47,338,450Capital
      stock of GeoGlobal at August 29, 2003
            
            
            14,656,688
            
            
            
            14,657
            
            
            
            --
            
            
            
            10,914,545
            
            
            
            10,929,202Elimination
      of GeoGlobal capital stock in recognition
              of
      reverse takeover
            
            
            (1,000
            )
            
            
            (14,657
            )
            
            
            --
            
            
            
            (10,914,545
            )
            
            
            (10,929,202
            )Share
      issuance cost
            
            
            --
            
            
            
            --
            
            
            
            (2,165,871
            )
            
            
            --
            
            
            
            (2,165,871
            )Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            7,779,938
            
            
            
            --
            
            
            
            7,779,938Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (6,415,151
            )
            
            
            (6,415,151
            )Balance
      at December 31, 2006
            
            
            66,208,256
            
            
            
            51,617
            
            
            
            52,900,900
            
            
            
            (6,415,151
            )
            
            
            46,537,366Common
      shares issued during the year:Options
      exercised for cash
            
            
            317,500
            
            
            
            317
            
            
            
            320,358
            
            
            
            --
            
            
            
            320,675June
      2007 private placement financing
            
            
            5,680,000
            
            
            
            5,680
            
            
            
            28,394,320
            
            
            
            --
            
            
            
            28,400,000Share
      issuance costs on private placement
            
            
            --
            
            
            
            --
            
            
            
            (2,612,973
            )
            
            
            --
            
            
            
            (2,612,973
            )2007
      Compensation Options
            
            
            --
            
            
            
            --
            
            
            
            705,456
            
            
            
            --
            
            
            
            705,4562005
      Stock Purchase Warrant modification
            
            
            --
            
            
            
            --
            
            
            
            1,320,000
            
            
            
            (1,320,000
            )
            
            
            --2005
      Compensation Option & Warrant modification
            
            
            --
            
            
            
            --
            
            
            
            240,000
            
            
            
            --
            
            
            
            240,000Stock-based
      compensation
            
            
            --
            
            
            
            --
            
            
            
            1,522,996
            
            
            
            --
            
            
            
            1,522,996Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (1,543,110
            )
            
            
            (1,543,110
            )Balance
      as at December 31, 2007
            
            
            72,205,756
            
            
            
            57,614
            
            
            
            82,791,057
            
            
            
            (9,278,261
            )
            
            
            73,570,410Common
      shares issued during 2008:Options
      exercised for cash
            
            
            600,000
            
            
            
            600
            
            
            
            659,400
            
            
            
            --
            
            
            
            660,000Stock-based
      compensation (note 10)
            
            
            --
            
            
            
            --
            
            
            
            1,104,216
            
            
            
            --
            
            
            
            1,104,216Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (13,313,915
            )
            
            
            (13,313,915
            )Balance
      as at December 31, 2008
            
            
            72,805,756
            
            
            
            58,214
            
            
            
            84,554,673
            
            
            
            (22,592,176
            )
            
            
            62,020,711Compensation
      option and warrant modification (note 9)
            
            
            --
            
            
            
            --
            
            
            
            264,000
            
            
            
            --
            
            
            
            264,000Stock
      purchase warrant modification (note 9)
            
            
            --
            
            
            
            --
            
            
            
            1,754,000
            
            
            
            (1,754,000
            )
            
            
            --Stock-based
      compensation (note 10)
            
            
            --
            
            
            
            --
            
            
            
            1,581,105
            
            
            
            --
            
            
            
            1,581,105Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (4,424,247
            )
            
            
            (4,424,247
            )Balance
      as at December 31, 2009
            
            
            72,805,756
            
            
            
            58,214
            
            
            
            88,153,778
            
            
            
            (28,770,423
            )
            
            
            59,441,569The
      accompanying notes are an integral part of these Consolidated Financial
      Statements.


FS
6
 Table of Contents





GEOGLOBAL
      RESOURCES INC.
              (a
      development stage enterprise)
              CONSOLIDATED STATEMENTS OF CASH FLOWSYear
      ended
              Dec
      31, 2009
              $
            
            
            Year
      ended
              Dec
      31, 2008
              $
            
            
            Year
      ended
              Dec
      31, 2007
              $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009
              $Cash
      flows provided by (used in) operating activities:Net
      loss
            
            
            (4,424,247
            )
            
            
            (13,313,915
            )
            
            
            (1,543,110
            )
            
            
            (25,696,423
            )Adjustments
      to reconcile net loss to net cash used
              in
      operating activities:Accretion
      expense
            
            
            55,619
            
            
            
            32,202
            
            
            
            --
            
            
            
            87,821Asset
      impairment
            
            
            --
            
            
            
            10,098,015
            
            
            
            --
            
            
            
            10,098,015Depletion
      and depreciation
            
            
            352,637
            
            
            
            52,144
            
            
            
            55,425
            
            
            
            671,516Gain
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (42,228
            )Stock-based
      compensation (note 10)
            
            
            918,685
            
            
            
            626,257
            
            
            
            670,992
            
            
            
            6,830,587Compensation
      Option and Warrant
              modification  (note
      9)
            
            
            264,000
            
            
            
            --
            
            
            
            240,000
            
            
            
            504,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            165,611
            
            
            
            (57,665
            )
            
            
            30,844
            
            
            
            10,969Prepaids
      and deposits
            
            
            68,741
            
            
            
            (144,834
            )
            
            
            (34,425
            )
            
            
            (141,750
            )Accounts
      payable
            
            
            217,701
            
            
            
            (279,417
            )
            
            
            293,007
            
            
            
            265,942Accrued
      liabilities
            
            
            171,956
            
            
            
            (78,342
            )
            
            
            406,513
            
            
            
            533,614Due
      to related companies
            
            
            90,638
            
            
            
            (33,236
            )
            
            
            32,547
            
            
            
            81,798(2,118,659
            )
            
            
            (3,098,791
            )
            
            
            151,793
            
            
            
            (6,796,139
            )Cash
      flows provided by (used in) investing activities:Oil
      and natural gas property additions
            
            
            (11,222,450
            )
            
            
            (16,073,528
            )
            
            
            (12,800,758
            )
            
            
            (49,052,785
            )Other
      property and equipment additions
            
            
            (34,174
            )
            
            
            (50,067
            )
            
            
            (1,035,925
            )
            
            
            (1,555,475
            )Proceeds
      on sale of equipment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            82,800Cash
      acquired on acquisition
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,034,666Restricted
      deposits (note 4)
            
            
            3,875,000
            
            
            
            (7,414,520
            )
            
            
            (964,711
            )
            
            
            (8,095,000
            )Changes
      in investing assets and liabilities:Prepaids
      and deposits
            
            
            --
            
            
            
            2,827
            
            
            
            (34,395
            )
            
            
            (31,568
            )Accounts
      payable
            
            
            3,668,398
            
            
            
            1,218,424
            
            
            
            1,727,396
            
            
            
            8,418,662Accrued
      liabilities
            
            
            (3,305,933
            )
            
            
            2,053,611
            
            
            
            1,915,322
            
            
            
            663,000(7,019,159
            )
            
            
            (20,263,253
            )
            
            
            (11,193,071
            )
            
            
            (46,535,700
            )Cash
      flows provided by (used in) financing activities:Proceeds
      from issuance of common shares
            
            
            --
            
            
            
            660,000
            
            
            
            28,720,675
            
            
            
            75,612,165Share
      issuance costs
            
            
            --
            
            
            
            --
            
            
            
            (1,907,517
            )
            
            
            (4,073,388
            )Changes
      in financing liabilities:Note
      payable
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (2,000,000
            )Accounts
      payable
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            61,078Due
      to related companies
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            26,980--
            
            
            
            660,000
            
            
            
            26,813,158
            
            
            
            69,626,835Net
      increase (decrease) in cash and cash equivalents
            
            
            (9,137,818
            )
            
            
            (22,702,044
            )
            
            
            15,771,880
            
            
            
            16,294,996Cash
      and cash equivalents, beginning of the year
            
            
            25,432,814
            
            
            
            48,134,858
            
            
            
            32,362,978
            
            
            
            --Cash
      and cash equivalents, end of the year
            
            
            16,294,996
            
            
            
            25,432,814
            
            
            
            48,134,858
            
            
            
            16,294,996Cash
      and cash equivalentsCurrent
      bank accounts
            
            
            163,280
            
            
            
            365,726
            
            
            
            327,253
            
            
            
            163,280Short
      term deposits
            
            
            16,131,716
            
            
            
            25,067,088
            
            
            
            47,807,605
            
            
            
            16,131,71616,294,996
            
            
            
            25,432,814
            
            
            
            48,134,858
            
            
            
            16,294,996Cash
      taxes paid during the year
            
            
            17,750
            
            
            
            32,650
            
            
            
            26,050




The
accompanying notes are an integral part of these Consolidated Financial
Statements.


FS
7
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes to the Consolidated Financial Statements
 December
31, 2009


1.         Organization
and 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 with
the Gujarat State Petroleum Corporation, Oil India Limited among others, and the
Government of India and the development thereof.  The Company is a
Delaware corporation whose common stock is listed and traded on the NYSE/Amex
Exchange under the symbol GGR.




On August
29, 2003, the Company commenced oil and gas exploration
activities.  As of December 31, 2009, the Company has not achieved its
planned principal operations from its oil and gas
operations.  Accordingly, the Company’s activities are considered to
be those of a “Development Stage Enterprise”.  Among the disclosures
required, are that the Company’s financial statements be identified as those of
a development stage enterprise.  In addition, the statements of
operations and comprehensive loss, stockholders equity (deficit) and cash flows
are required to disclose all activity since the Company’s date of
inception.  The Company will continue to prepare its financial
statements and related disclosures as those of a development stage enterprise
until such time that the Company achieves planned principle
operations.





2.         Going
Concern




To date,
the Company has not achieved its planned principal operations from its
operations and is considered to be in the development stage.  The
Company incurs negative cash flows from operations, and at this time all
exploration activities and overhead expenses are financed by way of equity
issuance, oil sales and interest income.  The recoverability of the
costs incurred to date is uncertain and dependent upon achieving significant
commercial production or sale.




The
Company’s ability to continue as a going concern is dependent upon obtaining the
necessary financing to complete further exploration and development activities
and generate profitable operations from its oil and natural gas interests in the
future.  The Company’s current operations are dependent upon the
adequacy of its current assets to meet its current expenditure requirements and
the accuracy of management’s estimates of those requirements.  Should
those estimates be materially incorrect, the Company’s ability to continue as a
going concern will be impaired.  The Company’s financial statements as
at and for the year ended December 31, 2009 have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of
business.  During the year ended December 31, 2009, the Company
incurred a net loss of approximately $4.4 million, used approximately $2.1
million of cash flow in its operating activities, used approximately $7.0
million in its investing activities and had an accumulated deficit of
approximately $28.8 million.  These matters raise doubt about the
Company’s ability to continue as a going concern.




The
Company expects to incur expenditures to further its exploration programs and
the Company’s existing cash balance and any cash flow from operating activities
may not be sufficient to satisfy its current obligations and meet its
commitments of $29.7 million over the next four years of which, approximately
$12.1 million is attributable to the twelve months ending December 31,
2010.  The Company is considering various alternatives to remedy any
future shortfall in capital.  The Company may deem it necessary to
raise capital for continued exploration and development expenditures through
equity markets, debt markets or other financing arrangements, which could
include the sale of oil and gas interests or participation arrangements in oil
and gas interests.   There can be no assurance this capital will
be available and if it is not, we may be forced to substantially curtail or
cease exploration block acquisition and/or exploration and development
expenditures.




As at
December 31, 2009, the Company has working capital of approximately $6.5 million
which is available for the Company’s future operations.  In addition,
the Company has $6.9 million in restricted deposits pledged as security against
the minimum work program which will be released upon completion of the minimum
work program.




Should
the going concern assumption not be appropriate and the Company is not able to
realize its assets and settle its liabilities, commitments (as described in note
15) and contingencies (as described in note 16) in the normal course of
operations, these consolidated financial statements would require adjustments to
the amounts and classifications of assets and liabilities, and these adjustments
could be significant.




These
consolidated financial statements do not reflect the adjustments or
reclassifications of assets and liabilities that would be necessary if the
Company is unable to continue as a going concern.





FS
8
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


3.         Significant
Accounting Policies




Principles
of consolidation


These
consolidated financial statements include the accounts of the Company and its
subsidiaries, all of which are wholly-owned.  These consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.  A significant portion of the
Company’s activities conducted jointly with others and the consolidated
financial statements reflect only the Company’s proportionate interest in such
activities.  All inter-company balances and transactions have been
eliminated in consolidation.  Certain of the comparative amounts have
been reclassified to conform to current year presentation.




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 and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results may differ from
these estimated amounts.




Significant
estimates with regard to the consolidated financial statements include the
estimated carrying value of unproved properties, the estimated cost and timing
related to asset retirement obligations, stock-based compensation and
contingencies.




Cash
and cash equivalents


Cash and
cash equivalents include cash on hand, balances with banks, money market mutual
funds and highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.  Certain of the Company’s
cash balances are maintained in foreign banks.  At times, the Company
maintains deposits in financial institutions in excess of federally insured
limits.




Property
and equipment


Oil
and natural gas properties


The
Company uses the full cost method of accounting for its oil and natural gas
properties.  Separate cost centers are maintained for each country in
which the Company incurs costs.  Under this method, the Company
capitalizes all acquisition, exploration and development costs incurred for the
purpose of finding oil and natural gas reserves, including salaries, benefits
and other internal costs directly attributable to these
activities.  Costs associated with production and general corporate
activities, however, are expensed in the period incurred.  To the
extent that support equipment is used in oil and gas activities, the related
depreciation is capitalized.  Proceeds from the disposition of oil and
natural gas properties are accounted for as a reduction of capitalized costs,
with no gain or loss recognized unless such disposition would alter the
depletion and depreciation rate by 20% or more.




Capitalized
costs of development oil and natural gas properties may not exceed an amount
equal to the present value, discounted at 10%, of estimated future net revenues
from proven reserves plus the lower of cost or fair value of unproven
properties.  Should capitalized costs exceed this ceiling, an
impairment is recognized.




The
present value of estimated future net cash flows is computed by applying the
average first-day-of-the-month prices during the previous twelve month period of
oil and natural gas to estimated future production of proved oil and natural gas
reserves as of year-end less estimated future expenditures to be incurred in
developing and producing the proved reserves and assuming continuation of
existing economic conditions.




Following
the discovery of reserves and the commencement of production, the Company
computes depletion of oil and natural gas properties using the
unit-of-production method based upon production and estimates of proved reserve
quantities.




The
Company assesses all items classified as unproved property on a quarterly basis
for possible impairment or reduction in value.  The Company assesses
properties on an individual basis or as a group if properties are individually
insignificant.  The assessment includes consideration of the following
factors, among others: land relinquishment; intent to drill; remaining lease
term; geological and geophysical evaluations; drilling results and activity; the
assignment of proved reserves; and the economic viability of development if
proved reserves are assigned.  During any period in which these
factors indicate an impairment, the related exploration costs incurred are
transferred to the full cost pool and are then subject to depletion and the
ceiling limitations on development oil and natural gas
expenditures.




Others


Property
and equipment, other than oil and natural gas properties, are recorded at cost
and depreciated over their estimated useful lives which range from three to
twenty years on a declining balance basis.  The Company reviews the
carrying value of property and equipment for possible impairment whenever events
or changes in circumstances indicate that the carrying amount may not be
recoverable.


FS
9
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


3.         Significant
Accounting Policies (continued)




Income
taxes


The
Company follows the liability method of tax allocation.  This method
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between financial accounting
bases and tax bases of assets and liabilities.  The tax benefits of
tax loss carry-forwards and other deferred taxes are recorded as an asset to the
extent that management assesses the utilization of such assets to be more likely
than not.  Deferred tax assets and liabilities are measured using the
tax rate in effect for the year in which those temporary differences are
expected to be recovered or settled.  The effect of a change in tax
rates of deferred tax assets and liabilities is recognized in income in the year
of the enacted rate change.  Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.




The
Company will recognize interest and penalties related to uncertain tax positions
in income tax expense.




Asset
retirement obligations


The fair
values of estimated asset retirement obligations are recorded as liabilities
when incurred and the associated cost is capitalized as part of the cost of the
related asset.  The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and/or
method of settlement.  The liabilities are accreted as operating
expense for the change in their time value.  The initial capitalized
costs are included in depletion expense in a manner consistent with the related
assets.  Changes in the estimated obligation resulting from revisions
to the estimated timing or amount of undiscounted cash flows are recognized as a
change in the asset retirement obligation and related asset.  Actual
expenditures incurred are charged against the accumulated
obligation.




Stock-based
compensation plan


Compensation
cost for all share based payments are based on the fair value estimated and is
recognized on a straight line basis over the vesting period for the
award.  The Company accounts for transactions in which it issues
equity instruments to acquire goods or services from non employees based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.




The fair
value of share-based payments are capitalized or expensed, with a corresponding
increase to additional paid-in capital for the equity classified awards, or the
share-based payment liability for the liability classified
awards.  Upon exercise of stock options, the consideration paid upon
exercise is recorded as additional value of common shares in additional paid-in
capital.




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.




Net
loss per share


Basic per
share amounts are computed by dividing net loss attributable to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted per share amounts reflect the potential dilution that
could occur if securities or other contracts to issue common shares were
exercised to common shares.




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.  Under the treasury stock method, only
options or other dilutive instruments for which the exercise price is less than
the market value impact the dilution calculations.




Foreign
currency translation


The U.S.
dollar is the functional currency of the Company and its
subsidiaries.  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.




Concentration
of risk


The
majority of the Company’s capitalized costs for oil and gas interests are
incurred with two major operators in India.  The Company relies on
these operators in fulfilling its obligations and meeting the terms of its
contracts with the Government of India.  In addition, the Company
relies on these operators for discovering economically recoverable reserves and
their ability to market those reserves at prices that will yield a return on our
investment to us.




FS
10
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


3.         Significant
Accounting Policies (continued)




Financial
instruments


The
Company has estimated the fair value of its financial instruments which include
cash and cash equivalents, restricted deposits, accounts receivable, accounts
payable, accrued liabilities and due to related companies.  The
Company used market information available as at year end to determine that the
carrying amounts of such financial instruments approximate fair value in all
cases.




Periodically,
the Company utilizes marketable securities to invest a portion of its cash on
hand.  These securities are carried at fair value on the consolidated
balance sheets, with the changes in the fair value included in the consolidated
statements of operations and comprehensive loss for the period in which the
change occurs.




Fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date (exit price).




The
following fair value hierarchy establishes a fair value hierarchy that
prioritizes the inputs used to measure fair value:




Level 1 –
Quoted prices are available in active markets for identical assets or
liabilities as of the reporting date.  Active markets are those in
which transactions for the asset or liability occur in sufficient frequency and
volume to provide pricing information on an ongoing basis.




Level 2 –
Pricing inputs are other than quoted prices in active markets included in level
1, which are either directly or indirectly observable as of the reported date
and includes those financial instruments that are valued using models or other
valuation methodologies.




Level 3 –
Pricing inputs include significant inputs that are generally less observable
from objective sources.  These inputs may be used with internally
developed methodologies that result in management’s best estimate of fair
value.




Recent
      Accounting Pronouncements


Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Subtopic 810-10-65, Transition
Related to FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements—an amendment of ARB No. 51 (formerly Statement of
Financial Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in
Consolidated Financial Statements) establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  In
addition, ASC Subtopic 810-10-65 requires expanded disclosures in the
consolidated financial statements that clearly identify and distinguish between
the interests of the parent’s owners and the interests of the noncontrolling
owners of a subsidiary.  This subtopic is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  We adopted the provisions of ASC Subtopic
810-10-65 on January 1, 2009, with no material impact on our consolidated
financial statements.




ASC Topic
805, Business
Combinations (formerly SFAS No. 141 (Revised 2007), Business Combinations,and
FASB Staff Position (“FSP”) SFAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies), provides that all business combinations are required to
be accounted for at fair value under the acquisition method of accounting, but
changes the method of applying the acquisition method from previous principles
in a number of ways.  Acquisition costs are no longer considered part
of the fair value of consideration transferred and will generally be expensed as
incurred, noncontrolling interests are valued at fair value at the acquisition
date, restructuring costs associated with a business combination are generally
expensed subsequent to the acquisition date, and changes in deferred tax asset
valuation allowances and income tax uncertainties after the acquisition date
generally will affect income tax expense. Contingent assets acquired and
liabilities assumed in a business combination are to be recognized at fair value
if fair value can be reasonably estimated during the measurement period. We
adopted the changes to the provisions of ASC Topic 805 on January 1, 2009, with
no material impact on our consolidated financial statements.




FS
11
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


3.         Significant
Accounting Policies (continued)




ASC
Subtopic 820-10-65, Transition
Related to FSP FAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly,provides additional guidance for
estimating fair value in accordance with ASC 820, Fair Value Measurements and
Disclosures, when the volume and level of activity for the asset or
liability have significantly decreased.  This subtopic re-emphasizes
that regardless of market conditions the fair value measurement is an exit price
concept as defined in ASC 820.  This subtopic clarifies and includes
additional factors to consider in determining whether there has been a
significant decrease in market activity for an asset or liability and provides
additional clarification on estimating fair value when the market activity for
an asset or liability has declined significantly.  The scope of this
subtopic does not include assets and liabilities measured under quoted prices in
active markets.  ASC Subtopic 820-10-65 is applied prospectively to
all fair value measurements where appropriate and will be effective for interim
and annual periods ending after June 15, 2009.  We adopted the
provisions of ASC Subtopic 820-10-65 effective April 1, 2009, with no material
impact on our consolidated financial statements.




ASC Topic
825-10-65, Transition Related
to FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instrumentsamends ASC Topic 825, Financial Instruments, to
require publicly-traded companies, as defined in ASC Topic 270, Interim
Reporting, to provide disclosures on the fair value of financial instruments in
interim financial statements.  ASC Topic 825-10-65 is effective for
interim periods ending after June 15, 2009.  We adopted the new
disclosure requirements in our second quarter 2009 financial statements with no
material impact on our consolidated financial statements.




ASC
Subtopic 320-10-65, Transition
Related to FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (formerly FSP SFAS 115-2 and SFAS 124-2,
Recognition and Presentation
of Other-Than-Temporary Impairments issued in April 2009), provides
transitional guidance for debt securities to make previous guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. Existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities was not amended by this
subtopic.  This subtopic is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. We adopted the provisions of this subtopic effective April 1,
2009, with no material impact on our consolidated financial
statements.




ASC Topic
855, Subsequent Events
(formerly SFAS No. 165, Subsequent Events issued May
2009) establishes (i) the period after the balance sheet date during which
management shall evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements; (ii) the circumstances
under which an entity shall recognize events or transactions occurring after the
balance sheet date in its financial statements; and (iii) the disclosures that
an entity shall make about events or transactions that occurred after the
balance sheet date. This topic is effective for interim or annual financial
periods ending after June 15, 2009, and shall be applied prospectively.  We
adopted the provisions of this topic effective April 1, 2009, with no material
impact on our consolidated financial statements.




ASC Topic
105, Generally Accepted
Accounting Principles (formerly SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162), issued in June 2009, became the
source of authoritative U.S. generally accepted accounting principles (“GAAP”)
recognized by the FASB to be applied by nongovernmental
entities.  Rules and interpretive releases of the SEC under authority
of federal securities laws are also sources of authoritative GAAP for SEC
registrants.  On the effective date of this statement, the
codification superseded all then-existing non-SEC accounting and reporting
standards.  All other non-grandfathered non-SEC accounting literature
not included in the codification became non-authoritative.  This
statement is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.  We adopted the provisions of
this topic in the third quarter of 2009, with no change to our consolidated
financial statements other than changes in reference to various authoritative
accounting pronouncements in our consolidated financial statements.




In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and
Disclosures – Measuring Liabilities and Fair Value, amending Subtopic
820-10, Fair Value
Measurement, to provide guidance on the manner in which the fair value of
liabilities should be determined.  This update provides clarification
that, in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using one or more of defined valuation techniques.  The
amendments in this update also clarify that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability.  We adopted ASU No. 2009-05 in
the fourth quarter of 2009, which did not have a material impact on our
consolidated financial statements.




FS
12
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


3.         Significant
Accounting Policies (continued)




In
December 2009, we adopted revised oil and gas reserve estimation and disclosure
requirements.  The primary impact of the new disclosures for us is to
align the definition of proved reserves with the US Securities and Exchange
Commission (SEC) Modernization of Oil and Gas Reporting rules, which were issued
by the SEC at the end of 2008.  The accounting standards update
revised the definition of proved oil and gas reserves to require that the
average, first-day-of-the-month price during the 12-month period preceding the
end of the year rather than the year-end price, must be used when estimating
whether reserve quantities are economical to produce.  This same
12-month average price is also used in calculating the aggregate amount of (and
changes in) future cash inflows related to the standardized measure of
discounted future net cash flows.  The rules also allow for the use of
reliable technology to estimate proved oil and gas reserves, if those
technologies have been demonstrated to result in reliable conclusions about
reserve volumes.  The unaudited supplemental information on oil and
gas exploration and production activities for 2009 have been presented following
these new reserve estimations and disclosure rules, which may not be applied
retrospectively.  Adoption of the new rules had no effect on the 2009
consolidated financial statements.  The effect of applying the new
reserve estimation requirements did not impact 2009 net proved reserve volumes
as we did not have any net proved reserves prior to 2009.




ASC Topic
860, Transfers and
Servicing (formerly SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities-a replacement
of FASB Statement No. 125,as amended by SFAS No. 166, Accounting for Transfers of
Financial Assets – An Amendment of FASB Statement No. 140,issued in June
2009) amends prior principles to require more disclosure about transfers of
financial assets and the continuing exposure, retained by the transferor, to the
risks related to transferred financial assets, including securitization
transactions. It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures.  It also enhances information
reported to users of financial statements by providing greater transparency
about transfers of financial assets and an entity’s continuing involvement in
transferred financial assets.  This topic will be effective at the
start of a reporting entity’s first fiscal year beginning after November 15,
2009.  Early application is not permitted.  We will adopt
the provisions of this topic effective January 1, 2010 and we do not expect the
adoption to have a material impact on our consolidated financial
statements.




ASC
Subtopic 810-10-05, Consolidation – Variable Interest
Entities(formerly FASB Interpretation No. 46 (Revised December 2003),
Consolidation of Variable
Interest Entities,as amended by SFAS No.
167, Amendments to FASB
Interpretation No. 46(R) in June 2009), defines how a reporting entity
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be
consolidated.  This topic requires a reporting entity to provide
additional disclosures about its involvement with variable interest entities and
any significant changes in risk exposure due to that involvement.  A
reporting entity will be required to disclose how its involvement with a
variable interest entity affects the reporting entity’s financial
statements.  This statement will be effective at the start of a
reporting entity’s first fiscal year beginning after November 15,
2009.  Early application is not permitted.  We will adopt
the provisions of this subtopic prospectively effective January 1, 2010 and we
do not expect the adoption to have a material impact on our consolidated
financial statements.




FS
13
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


4.         Restricted
Deposits




The
Company’s PSCs relating to exploration blocks onshore and offshore India contain
provisions whereby the joint venture participants must provide the Government of
India 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 Government of India and serve as guarantees for the
performance of such minimum work programs and are in the form of irrevocable
letters of credit which are secured by term deposits of the Company in the same
amount.




The term
deposits securing these bank guarantees are as follows:




December
      31, 2009
            
            
            December
      31, 2008$
            
            
            
            $Exploration
      Blocks - IndiaMehsana
            
            
            160,000
            
            
            
            160,000Sanand/Miroli
            
            
            1,300,000
            
            
            
            1,300,000Ankleshwar
            
            
            1,490,000
            
            
            
            1,490,000Tarapur
            
            
            940,000
            
            
            
            940,000DS
      03
            
            
            450,000
            
            
            
            450,000DS
      04
            
            
            215,000
            
            
            
            215,000KG
      Onshore
            
            
            1,475,000
            
            
            
            3,695,000RJ
      20
            
            
            490,000
            
            
            
            1,475,000RJ
      21
            
            
            405,000
            
            
            
            1,075,0006,925,000
            
            
            
            10,800,000





5.         Property
and Equipment




The
amounts capitalized as oil and natural gas properties were incurred for the
purchase, exploration and ongoing development of various properties, primarily
in India.




December
      31, 2009
              $
            
            
            December
      31, 2008
              $Oil
      and natural gas properties (using the full-cost method)Unproved
      properties
            
            
            51,890,959
            
            
            
            44,182,707Proved
      properties
            
            
            4,313,000
            
            
            
            --Total
      oil and natural gas properties
            
            
            56,203,959
            
            
            
            44,182,707Building
            
            
            889,609
            
            
            
            889,609Computer,
      office and other equipment
            
            
            583,067
            
            
            
            548,893Total
      property and equipment
            
            
            57,676,635
            
            
            
            45,621,209Accumulated
      impairment of oil and natural gas properties
            
            
            (10,098,015
            )
            
            
            (10,098,015
            )Accumulated
      depletion and depreciation
            
            
            (765,616
            )
            
            
            (362,380
            )Total
      property and equipment, net
            
            
            46,813,004
            
            
            
            35,160,814




The
unproved oil and natural gas properties consist of contract interests in 10
exploration blocks held in India.




The
Company has capitalized $1,098,345 (2008 - $1,081,469) of general and
administrative costs directly related to exploration activities, including
$662,420 (2008 - $477,959) of stock-based compensation expense.  In
addition, the Company has capitalized $50,599 (2008 - $85,728) of support
equipment depreciation.




Impairment
of Oil and Gas Properties


The
Company performed a ceiling test calculation at December 31, 2009, to assess the
ceiling limitation of its proved oil properties.  The price of crude
oil was $57.80 using the average first-day-of-the-month price during the
previous twelve month period and is based upon the Nigeria Bonny Light bench
mark.  At December 31, 2009, the Company’s net capitalized costs of
proved oil and natural gas properties did not exceed the ceiling
limitation.




For the
year ended December 31, 2009, the Company charged $Nil (December 31, 2008 -
$10,098,015 and December 31, 2007 - $Nil) to the statement of operations for
impairment charges.





FS
14
 Table of Contents


GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009




6.         Asset
Retirement Obligation




Asset
retirement obligations are recorded for legal obligations where the Company will
be required to retire, dismantle, abandon and restore tangible long-lived
assets.




The
following table summarizes the changes in the asset retirement
obligation:




December
      31, 2009
              $
            
            
            December
      31, 2008
              $Asset
      retirement obligation at beginning of year
            
            
            633,598
            
            
            
            318,922Liabilities
      incurred
            
            
            85,783
            
            
            
            282,474Accretion
      expense
            
            
            55,619
            
            
            
            32,202Asset
      retirement obligation at end of year
            
            
            775,000
            
            
            
            633,598




In
determining the fair value of the asset retirement obligations, the estimated
cash flows of new obligations incurred during the year have been discounted at
10% (2008 – 8.0%).  The total undiscounted amount of the estimated
cash flows required to settle the obligations is $1,874,000 (2008 –
$1,297,000).  The obligations will be settled on an ongoing basis over
the useful lives of the operating assets, which extend up to 20 years in the
future.





7.         Fair
Value Measurements




The
carrying values of cash and cash equivalents, accounts receivable, restricted
deposits, accounts payable, accrued liabilities and amounts due to related
companies approximate their estimated fair value due to their short terms to
maturity.





8.         Capital
Stock




Escrowed
common stock


In August
2003, the Company completed a transaction with GeoGlobal Resources (India) Inc.,
a corporation then wholly-owned by Mr. Jean Paul Roy, whereby the Company
acquired all of the outstanding capital stock of GeoGlobal Resources (India)
Inc. in exchange for 34.0 million shares of its Common Stock and a US$2.0
million promissory note which has been paid in full.  Of the 34.0 million
shares, 14.5 million shares were delivered to Mr. Roy at the closing of the
transaction and an aggregate of 19.5 million shares were held in
escrow.




In August
2004, 14.5 million shares were released to Mr. Roy from escrow upon the
commencement of a drilling program on the KG Offshore Block.   On
December 9, 2009, the independent members of the Board of Directors met and
unanimously determined that the conditions for the release of the shares under
the terms of the Escrow Agreement had been met and voted to instruct the escrow
agent to deliver the final 5.0 million shares to Mr. Roy.





9.         Warrants




From time
to time, the Company may issue compensation options, compensation warrants and
or warrants (collectively the “Warrants”) in connection with a finance offering
as an incentive to participate in such offerings.  The fair value of
any Warrants issued is recorded as additional paid-in capital.  The
fair value of the Warrants is determined using the Black-Scholes option pricing
model and management’s assumptions as disclosed.




Activity
with respect to all warrants is presented below for the years ended December 31,
2009, 2008 and 2007:




2009
            
            
            2008
            
            
            2007Warrants
              #
            
            
            Weighted
      Average Exercise Price
              $
            
            
            Warrants
              #
            
            
            Weighted
      Average Exercise Price
              $
            
            
            Warrants
              #
            
            
            Weighted
      Average Exercise Price
              $Outstanding
      warrants at the beginning of year
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            2,418,916
            
            
            
            8.80Warrants
      granted
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,180,800
            
            
            
            7.23Warrants
      outstanding at the end of year
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            5,599,716
            
            
            
            7.91Exercisable
      at end of year
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            5,599,716
            
            
            
            7.91
            
            
            
            5,599,716
            
            
            
            7.91









FS
15
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


9.         Warrants
(continued)




The
weighted average remaining life by exercise price as of December 31, 2009 is
summarized below:




Warrants
            
            Outstanding
      and
              Exercisable
              #
            
            
            Weighted
      Average Remaining Life
              (Months)
            
            
            Weighted
      Average Exercise Price
              $Compensation
      Options
            
            
            535,944
            
            
            
            17.7
            
            
            
            5.55Compensation
      Warrants
            
            
            97,572
            
            
            
            17.7
            
            
            
            9.00Share
      Purchase Warrants
            
            
            4,966,200
            
            
            
            17.7
            
            
            
            8.145,599,716
            
            
            
            17.7
            
            
            
            7.91




The
Warrants have certain terms and conditions as follows:




Compensation
options enable the holder to purchase one fully-paid non-assessable common share
of the Company at a specified price up to June 20, 2011.  Certain
compensation options consist of one compensation option and one half of one
common share purchase warrant referred to as compensation warrants;




Compensation
warrants enable the holder to purchase one fully-paid non-assessable common
share of the Company at a specified price up to June 20, 2011; and




Share
Purchase Warrants enable the holder to purchase one fully-paid non-assessable
common share of the Company at a specified price up to June 20,
2011.




Warrant
Modification


On May
26, 2009, the Board of Directors approved a two year extension for all
Compensation Options, Compensation Warrants and Share Purchase Warrants from
June 20, 2009 to June 20, 2011.  The Company has recorded the
incremental difference in the fair value of the original and modified
instruments on the date of modification.  The fair value of the
modified instruments was determined using a Black-Scholes option-pricing model
using the following assumptions prior to and as at the date of
extension:




June
      20, 2009
            September
      9, 2007
            September
      6, 2007Risk-free
      interest rate
            1.25%
            4.08%
            4.28%Expected
      life
            2.0
      years
            22
      months
            4
      daysExpected
      volatility
            127.7%
            75%
            134%Expected
      dividend yield
            0%
            0%
            0%




The
resulting incremental fair value of $1,754,000 associated with the Stock
Purchase Warrants was recorded as a charge to the deficit in the year ended
December 31, 2009, with a corresponding entry to additional paid-in
capital.  The resulting incremental fair value of the Compensation
Options and the Compensation Option Warrants of $264,000 was recorded as a
charge to general and administrative expense in the year ended December 31,
2009, with a corresponding entry to additional paid-in capital.






On
September 6, 2007, GeoGlobal extended the expiration date of its outstanding
2005 Stock Purchase Warrants, 2005 Compensation Options and 2005 Compensation
Option Warrants from September 9, 2007 to June 20, 2009.  The
resulting incremental fair value of $1,320,000 associated with the 2005 Stock
Purchase Warrants was recorded as a charge to the deficit in the year ended
December 31, 2007, with a corresponding entry to additional paid-in
capital.  The resulting incremental fair value of the 2005
Compensation Options and the 2005 Compensation Option Warrants of $180,000 and
$60,000, respectively, were recorded as charge to general and administrative
expense in the year ended December 31, 2007, with a corresponding entry to
additional paid-in capital.




FS
16
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


10.         Stock
Options




The
Company’s 1998 stock incentive plan (1998 Plan)


Under the
terms of the 1998 Plan, as amended, 12,000,000 common shares were reserved for
issuance on exercise of options granted under the 1998 Plan.  The 1998
Plan terminated on December 4, 2008 and as such, there are no options to be
granted under the 1998 Plan, however, there are 2,860,000 options that were
granted prior to December 4, 2008 which are currently outstanding and are able
to be exercised.




The Company’s 2008 stock incentive plan (2008
Plan)


Under the
terms of the 2008 Plan, 12,000,000 common shares have been reserved for issuance
on exercise of options granted under the 2008 Plan.  As at December
31, 2009, the Company had 10,420,000 common shares remaining for the grant of
options under the 2008 Plan.  The Board of Directors of the Company
may amend or modify the 2008 Plan at any time, subject to any required
stockholder approval.  The 2008 Plan will terminate on the earliest
of: (i) May 30, 2018; (ii) the date on which all shares available for issuance
under the 2008 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.




Stock-based
compensation


The
Company uses the modified-prospective-transition method, whereby the Company is
required to recognize compensation cost for stock-based compensation
arrangements with employees, non-employee consultants and non-employee directors
based on their fair value using the Black-Scholes option-pricing model, such
cost to be expensed over the compensations’ respective vesting
periods.  For awards with graded vesting, in which portions of the
award vest in different periods, the Company recognizes compensation costs over
the vesting periods for each separate vested tranche.




The
following table summarizes stock-based compensation for employees, non-employee
consultants and independent directors:




Year
      ended
              Dec
      31, 2009
              $
            
            
            Year
      ended
              Dec
      31, 2008
              $
            
            
            Year
      ended
              Dec
      31, 2007
              $
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009
              $Stock-based
      compensationConsolidated
      Statements of Operations
              and
      Comprehensive LossGeneral
      and administrative
            
            
            778,845
            
            
            
            674,547
            
            
            
            929,824
            
            
            
            3,431,695Consulting
      fees
            
            
            139,840
            
            
            
            (48,290
            )
            
            
            (258,832
            )
            
            
            3,398,892918,685
            
            
            
            626,257
            
            
            
            670,992
            
            
            
            6,830,587Consolidated
      Balance SheetsProperty
      and equipment
            
            
            662,420
            
            
            
            477,959
            
            
            
            852,004
            
            
            
            5,157,6681,581,105
            
            
            
            1,104,216
            
            
            
            1,522,996
            
            
            
            11,988,255




At
December 31, 2009, the total compensation cost related to non-vested awards not
yet recognized was $382,483 (December 31, 2008 – $1,719,349 and December 31,
2007 - $1,348,523) which will be recognized over a weighted-average period of
1.3 years.  During the year ended December 31, 2009, no options were
exercised.  During the year ended December 31, 2008, 600,000 options
were exercised for total gross proceeds of $660,000.




No income
tax benefit has been recognized relating to stock-based compensation expense and
no tax benefits have been realized from the exercise of stock
options.




FS
17
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


10.         Stock
Options (continued)




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, 2009
            
            
            Year
      ended
              Dec
      31, 2008
            
            
            Year
      ended
              Dec
      31, 2007Fair
      value of stock options granted
            
            $
            0.66
            
            
            $
            1.25
            
            
            $
            1.50Risk-free
      interest rate
            
            
            1.5
            %
            
            
            1.3
            %
            
            
            4.6
            %Volatility
            
            
            115.0
            %
            
            
            102.0
            %
            
            
            63.9
            %Expected
      life
            
            3.3
      years
            
            
            3.8
      years
            
            
            1.3
      yearsDividend
      yield
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %




Stock
option table


Activity
with respect to all stock options is presented below for the years ended
December 31, 2009, 2008 and 2007:




2009
            
            
            2008
            
            
            2007Shares
              #
            
            
            Weighted
      Average Exercise Price
              $
            
            
            Shares
              #
            
            
            Weighted
      Average Exercise Price
              $
            
            
            Shares
              #
            
            
            Weighted
      Average Exercise Price
              $Options
      outstanding at beginning of year
            
            
            5,325,000
            
            
            
            3.69
            
            
            
            4,470,000
            
            
            
            4.04
            
            
            
            3,517,500
            
            
            
            3.37Options
      granted
            
            
            280,000
            
            
            
            1.15
            
            
            
            1,575,000
            
            
            
            1.94
            
            
            
            1,455,000
            
            
            
            5.15Options
      exercised
            
            
            --
            
            
            
            --
            
            
            
            (600,000
            )
            
            
            1.10
            
            
            
            (317,500
            )
            
            
            1.01Options
      expired
            
            
            (1,060,000
            )
            
            
            4.03
            
            
            
            (110,000
            )
            
            
            6.50
            
            
            
            (35,000
            )
            
            
            1.01Forfeitures
      and cancellations
            
            
            (105,000
            )
            
            
            2.67
            
            
            
            (10,000
            )
            
            
            7.52
            
            
            
            (150,000
            )
            
            
            6.11Options
      outstanding at end of year
            
            
            4,440,000
            
            
            
            3.48
            
            
            
            5,325,000
            
            
            
            3.69
            
            
            
            4,470,000
            
            
            
            4.04Outstanding
      aggregate intrinsic value
            
            $
            711,700
            
            
            
            
            
            
            $
            --
            
            
            
            
            
            
            $
            4,554,000Exercisable
      at end of year
            
            
            3,487,500
            
            
            
            3.99
            
            
            
            3,610,000
            
            
            
            4.37
            
            
            
            3,020,833
            
            
            
            3.62Exercisable
      aggregate intrinsic value
            
            $
            240,325
            
            
            
            
            
            
            $
            --
            
            
            
            
            
            
            $
            4,339,000





The
weighted average remaining life by exercise price as of December 31, 2009 is
summarized below:




Range
      of Exercise Prices
              $
            
            
            Outstanding
      Shares
              #
            
            
            Weighted
      Average Remaining Life
              Months
            
            
            Exercisable
      Shares
              #
            
            
            Weighted
      Average Exercise Price
              $1.00
      - 2.99
            
            
            
            1,580,000
            
            
            
            38.6
            
            
            
            627,500
            
            
            
            1.693.00
      - 4.99
            
            
            
            1,350,000
            
            
            
            80.9
            
            
            
            1,350,000
            
            
            
            3.835.00
      - 5.99
            
            
            
            1,460,000
            
            
            
            31.5
            
            
            
            1,460,000
            
            
            
            5.046.00
      - 6.99
            
            
            
            50,000
            
            
            
            69.1
            
            
            
            50,000
            
            
            
            6.814,440,000
            
            
            
            49.5
            
            
            
            3,487,500
            
            
            
            3.99





FS
18
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


11.         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.




Roy
Group (Mauritius) Inc.


In March
2003, the Company entered into a Participating Interest Agreement with Roy Group
(Mauritius) Inc. (a party related by a common officer and director), whereby the
Company assigned and holds in trust for 50% of the benefits and obligations of
the production sharing contract covering the KG Offshore Block leaving the
Company with a net 5% participating interest in the KG Offshore
Block.  The assignment of interest is subject to approval by the
Government of India.




Under the
terms of the Participating Interest Agreement and until approval by the
Government of India, the Company retains the exclusive right to deal with the
other partners to the KG Offshore Block and is entitled to make all decisions
regarding the interest assigned to Roy Group (Mauritius) Inc.  The
Company has a right of set-off against sums owing to GeoGlobal by Roy Group
(Mauritius) Inc.  In the event that the Indian government consent is
delayed or denied, resulting in either Roy Group (Mauritius) Inc. or the Company
being denied an economic benefit it would have realized under the Participating
Interest Agreement, the parties agreed to amend the Participating Interest
Agreement or take other reasonable steps to assure that an equitable result is
achieved consistent with the parties’ intentions contained in the Participating
Interest Agreement.




Roy
Group (Barbados) Inc. (Roy Group)


Roy Group
is related to the Company by common management and is controlled by an officer
and 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 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.  The term of the agreement, as amended, extends through
December 31, 2010 and continues for successive one year periods
thereafter.  Roy Group receives consideration of $350,000 per year, as
outlined and recorded below:




Year
      ended
              Dec
      31, 2009
            
            
            Year
      ended
              Dec
      31, 2008
            
            
            Year
      ended
              Dec
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009$
            
            
            
            $
            
            
            
            $
            
            
            
            $Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            262,500
            
            
            
            175,000
            
            
            
            70,000
            
            
            
            706,167Consolidated
      Balance SheetsProperty
      and equipment
            
            
            87,500
            
            
            
            175,000
            
            
            
            280,000
            
            
            
            1,337,166350,000
            
            
            
            350,000
            
            
            
            350,000
            
            
            
            2,043,333




No
options were granted during the years ended December 31, 2009 and 2008 to the
principal of Roy Group.  During the year ended December 31, 2007, the
Company recognized compensation cost for stock-based compensation arrangements
with the principal of Roy Group, resulting from the vesting in 2007 of portions
of the exercise rights of options granted during the year ended December 31,
2006 as outlined and recorded below:




Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            --
            
            
            
            --
            
            
            
            33,279
            
            
            
            114,100Consolidated
      Balance SheetsProperty
      and equipment
            
            
            --
            
            
            
            --
            
            
            
            133,117
            
            
            
            456,400--
            
            
            
            --
            
            
            
            166,396
            
            
            
            570,500




At
December 31, 2009, the Company owed Roy Group $63,087 (December 31, 2008 -
$35,800) for services provided pursuant to the Technical Services Agreement and
expenses incurred on behalf of the Company.  These amounts bear no
interest and have no set terms of repayment.




FS
19
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


11.         Related
Party Transactions (continued)




D.I.
Investments Ltd. (DI)


DI is
related to the Company by common management and is controlled by an officer and
director of the Company.  DI charges consulting fees for management,
financial and accounting services rendered, as outlined and recorded
below:




Year
      ended
              Dec
      31, 2009
            
            
            Year
      ended
              Dec
      31, 2008
            
            
            Year
      ended
              Dec
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009$
            
            
            
            $
            
            
            
            $
            
            
            
            $Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            212,750
            
            
            
            212,750
            
            
            
            185,000
            
            
            
            1,127,215




No
options were granted during the years ended December 31, 2009 and 2008 to the
principal of DI.  During the year ended December 31, 2007, the Company
recognized compensation cost for stock-based compensation arrangements with the
principal of DI, resulting from the vesting in 2007 of portions of the exercise
rights of options granted during the year ended December 31, 2006 as outlined
and recorded below:




Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            --
            
            
            
            --
            
            
            
            166,396
            
            
            
            570,500




At
December 31, 2009, the Company owed DI $35,907 (December 31, 2008 – DI owed the
Company $16,629) 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.




Amicus
Services Inc. (Amicus)


Amicus is
related to the Company by virtue of being controlled by a brother of an officer
and director of the Company.  Amicus charged consulting fees for IT
and computer related services rendered, as outlined below:




Year
      ended
              Dec
      31, 2009
            
            
            Year
      ended
              Dec
      31, 2008
            
            
            Year
      ended
              Dec
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009$
            
            
            
            $
            
            
            
            $
            
            
            
            $Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            55,782
            
            
            
            89,204
            
            
            
            55,347
            
            
            
            340,693




No
options were granted during the year ended December 31, 2009 to the principal of
Amicus.  On December 18, 2008, 60,000 options were granted to the
principal of Amicus at an exercise price of $1.72 which expire on December 31,
2011 and 30,000 options vest on each of March 31, 2009 and March 31, 2010,
respectively.  During the year ended December 31, 2008, the Company
recorded a recovery of compensation cost for stock-based compensation
arrangements with the principle of Amicus in the amount of $30,580 (December 31,
2007 – recovery of $116,426) which relates to options granted in July 2007 and
July 2006.  The negative value associated with this expense during the
years ended 2008 and 2007 are a result of fluctuations in the Company’s share
price over the several measurement dates.  The share price declined
throughout 2007 and 2008 resulting in the recovery of the consulting fee expense
recorded as of prior measurement dates.  The compensation cost for
stock-based compensation arrangements are outlined and recorded
below:




Consolidated
      Statements of Operations
              and
      Comprehensive LossConsulting
      fees
            
            
            39,489
            
            
            
            (30,580
            )
            
            
            (116,426
            )
            
            
            625,114




At
December 31, 2009, the Company owed Amicus $24,560 (December 31, 2008 - $13,745)
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.


FS
20
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


12.         Per
Share Amounts




The
following table presents the reconciliation between basic and diluted income per
share:




Year
      ended
              Dec
      31, 2009
              $
            
            
            Year
      ended
              Dec
      31, 2008
              $
            
            
            Year
      ended
              Dec
      31, 2007
              $Net
      loss as per financial statements
            
            
            (4,424,247
            )
            
            
            (13,313,915
            )
            
            
            (1,543,110
            )Less
      warrant modification (note 9)
            
            
            (1,754,000
            )
            
            
            --
            
            
            
            (1,320,000
            )Net
      loss available to common stockholders
            
            
            (6,178,247
            )
            
            
            (13,319,915
            )
            
            
            (2,863,110
            )Weighted
      average number of common shares outstanding:Basic
            
            
            68,107,126
            
            
            
            67,407,395
            
            
            
            64,389,605Impact
      of securities convertible into common shares
            
            
            19,014
            
            
            
            502,013
            
            
            
            854,635Diluted
            
            
            68,126,140
            
            
            
            67,909,408
            
            
            
            65,244,240Per
      share amountsBasic
      and diluted
            
            
            (0.09
            )
            
            
            (0.20
            )
            
            
            (0.04
            )Securities
      excluded from denominator as anti-dilutive:Stock
      options
            
            
            4,160,000
            
            
            
            3,950,000
            
            
            
            1,695,000Warrants
            
            
            4,966,200
            
            
            
            4,966,200
            
            
            
            4,966,200Compensation
      options
            
            
            535,944
            
            
            
            535,944
            
            
            
            535,944Compensation
      option warrants
            
            
            97,572
            
            
            
            97,572
            
            
            
            97,5279,759,716
            
            
            
            9,549,716
            
            
            
            7,294,671




In
calculating the weighted average number of common shares outstanding, the
5,000,000 shares which were held in escrow and released on December 9, 2009 have
been excluded only up to the date of release.





13.         Income
Taxes




Income
tax expense


The
Company or one of its subsidiaries operate in the United States, Canada,
Barbados and India and the Company is subject to taxation in each of these
jurisdictions.  The income tax expense (benefit) reported differs from
the amount computed by applying the United States statutory rate to income
(loss) before income taxes for the following items:




Year
      ended
              Dec
      31, 2009
            
            
            Year
      ended
              Dec
      31, 2008
            
            
            Year
      ended
              Dec
      31, 2007
            
            
            Period
      from
              Inception,
              Aug
      21, 2002
              to
      Dec 31, 2009$
            
            
            
            $
            
            
            
            $
            
            
            
            $Net
      loss
            
            
            (4,424,246
            )
            
            
            (13,313,915
            )
            
            
            (1,543,110
            )
            
            
            (25,696,422
            )US
      statutory tax rate
            
            
            35.0
            %
            
            
            35.0
            %
            
            
            35.0
            %
            
            
            35
            %Expected
      income tax benefit
            
            
            (1,548,486
            )
            
            
            (4,659,870
            )
            
            
            (540,089
            )
            
            
            (8,994,731
            )Excess
      of US statutory tax rate over foreign tax rate
            
            
            244,407
            
            
            
            3,472,516
            
            
            
            207,595
            
            
            
            4,152,140Non-deductible
      expenditures
            
            
            496,471
            
            
            
            256,544
            
            
            
            256,147
            
            
            
            2,725,168Expiry
      of capital  losses
            
            
            --
            
            
            
            2,061,731
            
            
            
            --
            
            
            
            2,061,731Expiry
      of non-capital losses
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            2,175,950Acquisition
      and utilization of losses
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (4,467,769
            )Net
      change in opening valuation adjustments
            
            
            150,479
            
            
            
            --
            
            
            
            --
            
            
            
            (315,353
            )Other
            
            
            (11,346
            )
            
            
            (16,049
            )
            
            
            29,289
            
            
            
            217,691(668,475
            )
            
            
            (1,114,872
            )
            
            
            (47,058
            )
            
            
            (2,445,173
            )Valuation
      allowance
            
            
            668,475
            
            
            
            1,114,872
            
            
            
            47,058
            
            
            
            2,445,173Provision
      for income taxes
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --







FS
21
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


13.         Income
Taxes (continued)






The
Company recognizes interest and penalties related to unrecognized tax benefits
within the provision for income taxes on continuing tax
benefits.  There are no unrecognized tax benefits that if recognized
would affect the tax rate.  The Company or one of its subsidiaries
files income tax returns in the U.S. federal jurisdiction, state jurisdictions
and other foreign jurisdictions.  The Company is no longer subject to
US federal or non-US income tax examinations for years before
2006.  There are no income tax examinations currently in
process.




Deferred
income taxes


The
Company provides for deferred taxes on temporary differences between the
financial statements and tax basis of assets using the enacted tax rates that
are expected to apply to taxable income when the temporary differences are
expected to reverse.  Significant components of the Company’s deferred
tax assets and liabilities that result from loss carry forwards and temporary
differences between the financial statement basis and tax basis of assets and
liabilities are summarized as follows:




Year
      ended
              Dec
      31, 2009
              $
            
            
            Year
      ended
              Dec
      31, 2008
              $Difference
      between tax base and reported amounts of depreciable
assets
            
            
            550,730
            
            
            
            674,759Non-capital
      loss carry forwards
            
            
            1,892,845
            
            
            
            1,100,3402,443,575
            
            
            
            1,775,099Valuation
      allowance
            
            
            (2,443,575
            )
            
            
            (1,775,099
            )Deferred
      income tax asset
            
            
            --
            
            
            
            --




To date,
the Company has incurred operating losses since inception.  This
general pattern does not allow the Company to project sufficient sources of
future taxable income to offset our net deferred tax assets.  Under
these current circumstances, it is management’s opinion that the realization of
these tax attributes does not reach the “more likely than not criteria, and as a
result, a valuation allowance has been recorded to off-set the net deferred tax
asset at December 31, 2009.




Loss
carry forwards


At
December 31, 2009, the Company has non-capital 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
              $
            
            
            Expiry
      Dates
              Commence
      (year)United
      States
            
            
            4,358,000
            
            
            
            2023Canada
            
            
            199,000
            
            
            
            2026Barbados
            
            
            2,359,000
            
            
            
            2012India
            
            
            740,000
            
            
            
            20167,656,000




At
December 31, 2009, there are no capital losses to carry forward.





14.         Segmented
Information




All of
the Company’s oil and natural gas exploration activities are conducted in
India.  Management of the Company considers the operations of the
Company as one operating segment.





15.         Commitments




Pursuant
to current production sharing contracts, the Company is required to perform
minimum exploration activities that include various types of surveys,
acquisition and processing of seismic data and drilling of exploration
wells.  These obligations have not been provided for in the financial
statements.  The Company has an office lease commitment in Calgary,
Alberta, Canada which expires January 2013.




FS
22
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


15.         Commitments
(continued)




The
anticipated payments due under these agreements in effect at December 31, 2009
are as follows:




Operating
      Leases
            
            
            Production
      Sharing Contracts$
            
            
            
            $2010
            
            
            160,000
            
            
            
            12,068,0002011
            
            
            192,000
            
            
            
            11,287,0002012
            
            
            192,000
            
            
            
            4,694,0002013
            
            
            16,000
            
            
            
            1,650,0002014
            
            
            --
            
            
            
            --Thereafter
            
            
            --
            
            
            
            --560,000
            
            
            
            29,699,000




The
Company has applied to increase its participating interest under a certain
production sharing contract from 10% to 25%.  If this application is
approved, the Company’s commitments would increase by $3.400 million in 2010,
$3.037 million in 2011, $5.315 million in 2012 and $2.475 million in
2013.  To date, the approval has not been granted.





16.         Contingencies




GSPC
Dispute


GSPC has
advised the Company that it is seeking from us our pro rata portion of the
amount by which the sums expended by GSPC under all phases for the minimum work
program as set forth in the PSC for the KG Offshore Block in carrying out
exploration activities on the block exceeds the amount that GSPC deems to be our
pro rata portion of a financial commitment under all phases included in the
parties’ joint bid for the award of the KG Offshore Block by the Government of
India.




GSPC
contends that this excess amount is not within the terms of the Carried Interest
Agreement and that we are required to pay 10% of the exploration expenses over
and above gross costs of $109.7 million (10% being $10.97 million) (including
the net 5% interest of Roy Group (Mauritius) Inc.) plus
interest.  Based on the most recent information from GSPC dated March
25, 2010, GSPC asserts that the amount payable is Rs. 722.4 crore (or
approximately $150 million) plus interest as of September 30, 2009, of which,
50% is for the account of Roy Group (Mauritius) Inc.  We estimate the
amount of GSPC’s claim as at December 31, 2009 to be approximately $150 million
plus interest.  The Company disputes this assertion of
GSPC.




The
Company has advised GSPC that, under the terms of the Carried Interest
Agreement, the terms of which are also incorporated into the PSC and the Joint
Operating Agreement, it has no right to seek the payment and that the Company
believes the payment GSPC is seeking is in breach of the Carried Interest
Agreement.  The Company further reminded GSPC, that we have fulfilled
our obligations under the terms of the Carried Interest Agreement to provide
extensive technical assistance without any further remuneration other than the
carried interest, all in accordance with the terms of the Carried Interest
Agreement.  In furtherance to our position, we have obtained the
opinion of Indian legal counsel who has advised the Company that, among other
things, under the terms of the agreements between the parties, and in particular
the Carried Interest Agreement, we are not liable to pay any amounts to GSPC for
either costs and expenses incurred or otherwise before reaching the stage of
commercial production.




Inasmuch
as the minimum work program for the block has been completed, GSPC has advised
us that it has elected to undertake an additional work program over and above
the minimum work program as either Joint Operations or as Exclusive Operations
under the terms of the PSC and that we must elect whether we wish to participate
in these additional activities as a Joint Operation or alternatively, GSPC will
conduct these additional activities as Exclusive Operations as defined in the
PSC.




On
November 13, 2008, the Company advised GSPC that we exercised our right to
participate in the drilling operations proposed in the November 5, 2008 GSPC
letter as a Joint Operation under the terms of the PSC and Joint Operating
Agreement and pursuant to the terms of the Carried Interest Agreement with
GSPC.  As such, the Company claims that we are carried for 100% of all
of our share of any costs during the additional exploration phase prior to the
start of initial commercial production and that the Carried Interest Agreement
extends through the exploration period of the PSC.




The
Company intends to vigorously protect its contractual rights in accordance with
the dispute resolution process under the Carried Interest Agreement, the PSC and
the Joint Operating Agreement as may be appropriate.  In September
2007, the Company commenced discussions with GSPC in an effort to reach an
amicable resolution.  A draft settlement proposal has been put forward
by the Company to GSPC in both June and December 2009 seeking to settle this
dispute amicably.  The Company is of the understanding that GSPC Board
of Directors’ approval is required in order the complete this
settlement.  The Company is currently awaiting this board meeting to
take place.  However, as of the date of these consolidated financial
statements, no settlement agreement has been reached.




FS
23
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


16.         Contingencies
(continued)




Other
Matters


The
Company has recently determined that one of its subsidiaries may be in breach of
certain regulatory requirements of the jurisdiction of its organization and the
Company is currently taking immediate steps to remedy the matter.  The
subsidiary’s non-compliance with these regulations may result in a financial
penalty being imposed against the subsidiary in an amount at the discretion of
the regulatory authority.  Management believes the outcome pertaining
to the matter at this time is not determinable, and as such no provision has
been made in these consolidated financial statements for the payment of the
financial penalty.  The Company has been advised that the range of the
possible penalty is anywhere from $nil to $6.3 million.





17.           Supplementary
Oil and Gas Information (Unaudited)




This
supplementary oil and natural gas information is provided in accordance with the
United States Financial Accounting Standards Board (“FASB”) Topic 932 –
“Extractive Activities – Oil and Gas”.




Net
Proved Oil and Natural Gas Reserves


The
Company retains qualified independent reserves evaluators to evaluate the
Company’s proved oil and natural gas reserves.


·
            For
      the year ended December 31, 2009 the reports by Chapman Petroleum
      Engineering Ltd. (“Chapman”) covered 100% of the Company’s oil and natural
      gas reserves.


·
            For
      the years ended December 31, 2008 and 2007 the Company has no oil and
      natural gas reserves.




Proved
oil and natural gas reserves, as defined within the SEC’s Regulation S-X, under
the Final Rule, are the estimated quantities of oil and gas that geoscience and
engineering data demonstrate with reasonable certainty to be economically
producible, from a given date forward, under known reservoirs under existing
economic conditions, operating methods and government regulations. Proved
developed reserves are reserves that can be expected to be recovered from
existing wells with existing equipment and operating methods or in which the
cost of the required equipment is relatively minor compared to the cost of
drilling a new well; and through installed extraction equipment and
infrastructure operational at the time of the reserves estimate is the
extraction is by means not involving a well.




Estimates
of oil and natural gas reserves are subject to uncertainty and will change as
additional information regarding producing fields and technology becomes
available and as future economic and operating conditions change.




The
following table summarizes the Company’s proved developed and undeveloped oil
and natural gas reserves, net of royalties, as at December 31, 2009, 2008 and
2007:




Oil
      (MBbls)
            
            2009
            
            
            2008
            
            
            2007Proved
      – developed:Producing
            
            
            99.4
            
            
            
            --
            
            
            
            --Non
      producing
            
            
            18.2
            
            
            
            --
            
            
            
            --Proved
      - undeveloped
            
            
            --
            
            
            
            --
            
            
            
            --Reserves,
      as at December 31
            
            
            117.6
            
            
            
            --
            
            
            
            --Natural
      Gas (MMcf)Proved
      – developed:Producing
            
            
            88.5
            
            
            
            --
            
            
            
            --Non
      producing
            
            
            --
            
            
            
            --
            
            
            
            --Proved
      - undeveloped
            
            
            --
            
            
            
            --
            
            
            
            --Reserves,
      as at December 31
            
            
            88.5
            
            
            
            --
            
            
            
            --





FS
24
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


17.           Supplementary
Oil and Gas Information (Unaudited) (continued)




Capitalized
Costs Related to Oil and Natural Gas Properties


$
            2009
            
            
            $
            2008
            
            
            $
            2007Proved
      properties
            
            
            4,313,000
            
            
            
            --
            
            
            
            --Unproved
      properties
            
            
            41,792,944
            
            
            
            34,084,692
            
            
            
            26,093,01946,105,944
            
            
            
            34,084,692
            
            
            
            26,093,019Less:
      accumulated depletion
            
            
            293,700
            
            
            
            --
            
            
            
            --Net
      capitalized costs
            
            
            45,812,244
            
            
            
            34,084,692
            
            
            
            26,093,019




Cost
Incurred in Oil and Natural Gas Activities


$
            2009
            
            
            $
            2008
            
            
            $
            2007Development
            
            
            4,313,000
            
            
            
            --
            
            
            
            --Exploration
            
            
            7,708,252
            
            
            
            7,991,673
            
            
            
            14,978,213Costs
      incurred
            
            
            12,021,252
            
            
            
            7,991,673
            
            
            
            14,978,213




Standardized
Measure of Discounted Future Net Cash Flows From Proved Oil and Natural Gas
Reserves and Changes Therein


The
following standardized measure of discounted future net cash flows from proved
oil and natural gas reserves has been computed using the average
first-day-of-the-month price during the previous 12-month period, costs as at
the balance sheet date and year-end statutory income tax rates. A discount
factor of 10% has been applied in determining the standardized measure of
discounted future net cash flows. The Company does not believe that the
standardized measure of discounted future net cash flows will be representative
of actual future net cash flows and should not be considered to represent the
fair value of the oil and natural gas properties. Actual net cash flows will
differ from the presented estimated future net cash flows due to several factors
including:


·
            Future
      production will include production not only from proved properties, but
      may also include production from probable and possible
      reserves;


·
            Future
      production of oil and natural gas from proved properties may differ from
      reserves estimated;


·
            Future
      production rates may vary from those
estimated;


·
            Future
      rather than average first-day-of-the-month prices during the previous
      12-month period and costs as at the balance sheet date will
      apply;


·
            Economic
      factors such as changes to interest rates, income tax rates, regulatory
      and fiscal environments and operating conditions cannot be determined with
      certainty;


·
            Future
      estimated income taxes do not take into account the effects of future
      exploration expenditures; and


·
            Future
      development and asset retirement obligations may differ from those
      estimated.




Future
net revenues, development, production and restoration costs have been based upon
the estimates referred to above. The following tables summarize the Company’s
future net cash flows relating to proved oil and natural gas reserves based on
the standardized measure as prescribed in FASB Topic 932 – “Extractive
Activities – Oil and Gas”:




$
            2009
            
            
            $
            2008
            
            
            $
            2007Future
      cash inflows
            
            
            11,567,000
            
            
            
            --
            
            
            
            --Future
      operating costs
            
            
            (2,637,000
            )
            
            
            --
            
            
            
            --Future
      asset retirement obligations
            
            
            (84,000
            )
            
            
            --
            
            
            
            --Future
      income taxes
            
            
            (110,000
            )
            
            
            --
            
            
            
            --Future
      net cash flows
            
            
            8,736,000
            
            
            
            --
            
            
            
            --10%
      discount factor
            
            
            (2,932,000
            )
            
            
            --
            
            
            
            --Standardized
      measure
            
            
            5,804,000
            
            
            
            --
            
            
            
            --





FS
25
 Table of Contents
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2009


18.         Selected
Quarterly Information (Unaudited)




The
following represents selected quarterly financial information for 2009 and
2008:




For
      the three months endedMarch
      31
            
            
            June
      30
            
            
            September
      30
            
            
            December
      31$
            
            
            
            $
            
            
            
            $
            
            
            
            $2009Oil
      Sales
            
            
            --
            
            
            
            190,048
            
            
            
            300,394
            
            
            
            171,480Interest
      income
            
            
            114,096
            
            
            
            83,933
            
            
            
            65,169
            
            
            
            36,352Net
      loss
            
            
            (1,166,896
            )
            
            
            (1,146,442
            )
            
            
            (900,305
            )
            
            
            (1,210,604
            )Net
      loss per share – basic and diluted
            
            
            (0.02
            )
            
            
            (0.04
            )
            
            
            (0.01
            )
            
            
            (0.02
            )2008Oil
      Sales
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --Interest
      income
            
            
            449,002
            
            
            
            242,849
            
            
            
            230,006
            
            
            
            226,622Net
      loss
            
            
            (504,302
            )
            
            
            (4,783,990
            )
            
            
            (735,980
            )
            
            
            (7,289,643
            )Net
      loss per share – basic and diluted
            
            
            (0.01
            )
            
            
            (0.07
            )
            
            
            (0.01
            )
            
            
            (0.11
            )





















FS
26
 Table of Contents























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
              Jean
      Paul Roy
            
            President,
      Chief Executive Officer and Director
            
            March
      31, 2010/s/ Allan J. Kent
              Allan
      J. Kent
            
            Executive
      Vice President, Chief Financial Officer, “Chief Accounting Officer” and
      Director
            
            March
      31, 2010/s/ Brent J. Peters
              Brent
      J. Peters
            
            Director
            
            March
      31, 2010/s/ Peter R. Smith
              Peter
      R. Smith
            
            Chairman
      of the Board and Director
            
            March
      31, 2010/s/ Michael J. Hudson
              Michael
      J. Hudson
            
            Director
            
            March
      31, 2010/s/ David D. Conklin
              David
      D Conklin
            
            Director
            
            March
      31, 2010