UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K





(Mark
One)


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




For the fiscal year ended December 31,
2008;




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
      310, 605 – 1 Street SW,  Calgary, Alberta,
      Canada                                        T2P
      3S9(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                       [X] 
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                       [X] 
No




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.       [X] 
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.  [X]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a 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                       [X] 
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, 2008, the last business day of the registrant’s most recently completed
second fiscal quarter, was $84,480,250.




The
number of shares outstanding of the registrant’s common stock as of March 20,
2009 was 72,805,756.




DOCUMENTS
INCORPORATED BY REFERENCE


None





Table
of Contents








PagePart
      IItem
    1.
            Business
            3Item
      1A.
            Risk
      Factors
            19Item
      1B.
            Unresolved
      Staff Comments
            29Item
    2.
            Properties
            29Item
    3.
            Legal
      Proceedings
            29Item
    4.
            Submission
      of Matters to a Vote of Security Holders
            29Part
      IIItem
    5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            29Item
    6.
            Selected
      Financial Data
            31Item
    7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            31Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            40Item
    8.
            Financial
      Statements and Supplementary Data
            41Item
    9.
            Changes
      In and Disagreements With Accountants On Accounting and Financial
      Disclosure
            41Item
      9A.
            Controls
      and Procedures
            41Item
      9B.
            Other
      Information
            43Part
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            44Item
      11.
            Executive
      Compensation
            47Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            52Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            54Item
      14.
            Principal
      Accountant Fees and Services
            55PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            56

















Page
2


PART
I





Item
1.                 Business





Glossary
of Certain Defined Terms:


GSPC –
means Gujarat State Petroleum Corporation Limited, a company organized under the
laws of India.


PSC –
means Production Sharing Contract.


NELP –
means National Exploration Licensing Policy.





Our
Oil and Gas Activities


GeoGlobal
Resources Inc. is 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.  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.  We and our joint participants
have been granted exploration rights pursuant to PSCs we have entered into with
the Government of India.  These areas include:




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


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


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


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




As of
March 20, 2009, 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 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 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.




·
            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.




Page
3


To date,
we have not earned any revenue from these activities and we are considered to be
in the development stage under Financial Accounting Standards Board Statement of
Accounting Standards No. 7.  The recoverability of the costs we have
incurred to date is uncertain and dependent upon us achieving commercial
production and sale of hydrocarbons, our ability to obtain sufficient financing
to fulfill our obligations under the PSCs in India and upon future profitable
operations and upon finalizing agreements with GSPC.




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




All
dollar amounts stated in this Annual Report are stated in United States
dollars.




All
meterage of drilled wells referred to in this Annual Report are measured depths
unless otherwise stated.




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.





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.




Relinquishment on the Newly
Awarded NELP-VI Blocks


Under
each of these contracts, if the parties elect to continue into the second
exploratory phase, the contracts provide that the parties shall have the option
to relinquish a part of area in simple geometrical shape, such area to be
relinquished shall not be less than 25% of the original contract.  At
the end of the second exploration phase, the parties shall retain the balance
which includes any developed areas and areas of discoveries.




Procedure for Allocation of
Costs After a Discovery


These
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.





Page
4


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, 2009 through March
31, 2010 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,
2009 and beyond are subject to revision when the budgets are
approved.










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.












Page
5


Our
Krishna Godavari Basin Agreements


KG Offshore Block
PSC


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.  During the three exploration phases, in order to meet the
Minimum Work Program  the parties were to acquire, process and
interpret 1,250 square kilometers of 3D seismic data, reprocess 2,298.4 line
kilometers of 2D seismic data, and conduct bathymetric surveys, all of which
have been completed.  In addition, we were to drill a total of
twenty-two exploratory wells between 900 to 4,118 meters over the three
exploration phases.




In June
2007, the Government of India issued two new policy
guidelines.  Policy I covers the merging of the duration of the
exploration phases I and II of PSCs granted under NELP-III and NELP-IV into a
new phase to be called New Phase I and also to merge the Minimum Work Program of
Phase II and III to be called New Phase II.  Policy II covers the
substitution of additional meterage drilled in deeper wells against the total
meterage commitment as part of the Minimum Work Program in the
PSCs.




GSPC, on
behalf of the contracting parties and with the approval of the Operating
Committee under the PSC, notified the Directorate General of Hydrocarbons that
it was exercising the option granted under Policy I of the new policies to: (1)
request a merger of the duration of the exploration Phases I and II of the KG
Offshore Block work program, now referred to as the New Phase I with the effect
of establishing a new work program phase expiring March 11, 2008; and (2) to
merge the Minimum Work Program of Phase II and Phase III into a new phase to be
called New Phase II.  In addition, GSPC exercised the option under
Policy II to substitute a total meterage drilled commitment in the new work
program phase that would be irrespective of the number of wells
drilled.  Under these new policies, any contractor who exercises this
option would be required to relinquish 50% of the contract area at the end of
the New Phase I.




GSPC as
operator advised the Directorate General of Hydrocarbons on August 27, 2008,
that with the completion of drilling the KG#31, KG#22 & KG BRU-1 wells that
the consortium had achieved a total meterage drilled of 48,360
meters.  The total meterage required to be drilled under the original
Minimum Work Program of three exploration phases (now divided into two New
Phases) for twenty wells was 45,352 meters, and as such, 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 for the New Phase II and returned to GSPC their 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.




On
December 6, 2008, the Management Committee signed a resolution stating that
pursuant to the PSC, they reviewed the proposal for Declaration of Commerciality
of the Deen Dayal West Structure.  With this review by the Management
Committee being complete, GSPC intends to submit, within one year, a development
plan for the Deen Dayal West Structure to the Management Committee for
approval.




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 and Roy Group
      (Mauritius) Inc.’s, a related party (see Participating Interest
      Agreement), proportionate share of capital costs for exploration and
      development activities will be recovered by GSPC without interest over the
      projected production life or ten years, whichever is less, from oil and
      natural gas produced on the exploration block.  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.  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 20, 2009, we have not obtained
the consent of the Government of India to this assignment.




Page
6


Carried Interest Agreement
Dispute


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 Phase I of the work program 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 Phase I included in the parties’ joint bid for the
award by the  Government of India of the KG Offshore
Block.




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 $59.23 million (10% being
$5.92 million) (including the net 5% interest of Roy Group (Mauritius) Ltd.)
plus interest.




Based on
correspondence from GSPC dated November 28, 2008, GSPC is seeking a payment from
us in the amount of approximately $78.7 million plus interest as of September
30, 2008, of which 50% is for the account of Roy Group (Mauritius)
Ltd.  As a consequence of additional exploration expenditures for the
fourth quarter of 2008, we estimate the amount to be approximately $87.0 million
plus interest as of December 31, 2008.  GeoGlobal disputes 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
dated August 7, 2003 between the parties, 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
over the past six years 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.




GSPC, by
letter dated August 27, 2008, has advised the Director General of Hydrocarbons
that the Minimum Work Program for all phases under the PSC relating to the KG
Offshore Block has been fulfilled.  GSPC has further advised the
Director General of Hydrocarbons and us that it continues to pursue exploration
activities on the block to be classified as either Joint Operations or Exclusive
Operations under the terms of the PSC.  As such, GSPC has advised us
by letter dated November 5, 2008 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, or alternatively, GSPC will conduct these
drilling activities as Exclusive Operations as defined in the
PSC.  Based upon this advice, GSPC intends to incur an additional
$750.0 million during the twelve month period October 1, 2008 to September 30,
2009 of which $75.0 million would represent our proportionate share of such
costs, of which 50% would be for the account of Roy Group (Mauritius)
Ltd.




On
November 13, 2008 in a letter to GSPC, we exercised our right to participate in
the operations proposed as a Joint Operation.  Further, we exercised
such right pursuant to and subject to our rights under the Carried Interest
Agreement.




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) Ltd.) of costs during the exploration phases 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 proposed additional $75.0
million of the costs of drilling future exploration wells over and above the
Minimum Work Program on the KG Offshore Block, as proposed by GSPC under the
PSC, shall be subject to the Carried Interest Agreement and shall be carried by
GSPC.




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 it claims we owe 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 however no
agreement has been reached as of the date of filing.




Page
7


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.




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 548 square
kilometers (135,414 acres) onshore in the Krishna Godavari Basin, is located
directly adjacent to and south-west of our KG Offshore Block and was awarded
under NELP-VI.  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 final approval.  Final Government of India approval is
currently pending.





Our
Krishna Godavari Basin Exploration Activities


KG Offshore
Activities


As at
March 20, 2009, GSPC as operator completed the acquisition, processing and
interpretation of a 1,598 square kilometer marine 3D seismic
program.  Further, fifteen wells (fourteen exploration and one
appraisal) have been drilled or are drilling on this block.




Of these
fifteen wells; seven have been tested and are currently suspended; four wells
were abandoned; and four wells are currently drilling.  Five wells
(KG#8, KG#15, KG#16, KG#22 & KG#28) are discovery wells as reported by GSPC
to the Director General of Hydrocarbons under the terms of the PSC.




During
the year ended December 31, 2008 and through March 20, 2009, five wells were
drilled or are currently being drilled.  Of these five wells; four
exploratory wells are currently drilling (KG#19, KG#21, KG#32 and KG#33); and
one exploratory well (KG#BRU1) was abandoned.




KG Onshore
Activities


On
February 18, 2008, the Government of Andhra Pradesh issued a Production
Exploration Licence over 511 square kilometers (335 over non-forest area and 176
over forest area).  Oil India Limited’s request to the Government of
Pondicherry for the granting of a Production Exploration Licence over the
remaining 37 square kilometers lying in the district of Yanam is still
pending.




Page
8


Reprocessing
of pre-existing 2D seismic data continued through the year, with a total of 902
line kilometers being reprocessed to date.  The remaining work
commitments of a gravity magnetic and geochemical survey along with 550 square
kilometers of a 3D seismic acquisition program are anticipated to commence in
the fourth quarter of 2009.  This will be followed by the subsequent
drilling of the first of a twelve well exploration program.  The first
phase expires February 17, 2012.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on a 10% participating
interest will be $1.8 million ($4.4 million based on a 25% participating
interest).  These expenditures include completing 50% of the 3D
acquisition program, processing and interpretation along with the required
gravity and magnetic and geochemical surveys required under the Phase I Minimum
Work Program in 2009.




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 $10.7 million over
the remaining three years of the first phase of the work commitment with respect
to a 10% participating interest in the block and approximately $26.6 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 the 3D seismic program and the interpretation and processing
thereof and the drilling of twelve exploratory wells.  It is expected
these costs will be incurred $1.8, $1.5 and $7.4 million over each of the years
2009, 2010 and 2011 respectively for a 10% participating interest and $4.4, $3.8
and $18.5 million for a 25% participating interest.




Further,
on March 14, 2008, we supplied the Government of India a bank guarantee secured
by a letter of credit in the same amount for $1.48 million with respect to our
10% participating interest.  Further on September 8, 2008 we supplied
to Oil India Limited a bank guarantee to the Government of India in the amount
of $2.22 million secured by a letter of credit in the same amount with respect
to our increase in our participating interest to 25%.




Our
Cambay Basin Agreements


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 has elected not to move into Phase II on this block but rather have
requested 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.  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.




Jubilant
Offshore Drilling Pvt. Ltd. submitted a request to Directorate General of
Hydrocarbons on August 28, 2008 requesting an extension of six months to Phase I
from the date of approval of such request in order to complete a testing and
stimulation program on existing wells in conjunction with the appraisal of the
CB-3A discovery.  Formal approval from the Government of India for
this request 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) and was awarded under
NELP-IV.  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.




During
the first exploration phase 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 twelve
exploratory wells between 1,500 to 3,000 meters, all of which has been
completed.




During
the second phase, the parties were to drill three exploratory wells to 2,000
metres, all of which has also been completed.




Page
9


As Phase
II ended on January 28, 2009, the consortium has elected to move into Phase III
and as such, the parties are to drill two exploratory wells to 2,000 meters by
July 28, 2010.  As at March 20, 2009 one of these exploratory wells,
the M-8 well is currently drilling.




Tarapur Block
Agreement


Pursuant
to an agreement entered into with GSPC in April, 2005 and consented to by the
Government of India on August 24, 2006, we purchased a 20% participating
interest in the onshore Tarapur Block in the Cambay Basin which was awarded to
GSPC in 2000 under a Pre NELP round.  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 as provided under the PSC 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 ourselves 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 ourselves 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, as operator, 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.  As required as a condition to the
grant of the extension, we accrued an amount of $0.66 million as an estimate for
our share of pre-estimated damages which cash payment is non-refundable and
estimated to be 30% of the total cost required to complete this additional work
program.




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.  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.  The
approval for this additional extension is pending.




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, only five have been drilled as of March 20,
2009.  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.





Page
10


Our
Cambay Basin Exploration Activities


GSPC
contracted four onland drilling rigs for two years commencing January 2008 to be
utilized to drill wells on the GSPC operated Tarapur, Sanand/Miroli and
Ankleshwar Blocks.  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.




Mehsana
Block


As at
March 20, 2009, 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.




Of the
eight wells drilled to date, three wells were drilled in 2008 and one well was
drilled in 2009; one well (CB-3A) is a discovery well as reported by Jubilant
Offshore Drilling Pvt. Ltd. to the Director General of Hydrocarbons under the
terms of the PSC, five wells are awaiting further testing, two wells were
abandoned; and one appraisal well (CB-3E), drilled in 2009 is awaiting
testing.




2009
Financial Outlook


Estimated
total capital expenditures on this block during the year 2009 based on our 10%
participating interest will be approximately $0.4 million and will entail the
drilling of one appraisal well (CB-3E) and further testing of the five existing
wells.




Financial
Commitments


All
financial commitments in accordance with the PSC have been met for Phase
I.




Sanand/Miroli
Block


As at
March 20, 2009, 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, eighteen wells (fifteen exploratory and three
appraisal) have been drilled, of which twelve were drilled in 2008, which
fulfills the Minimum Work Program for Phases I and II.  A further
exploratory well (M-8), the first of a two well commitment for Phase III, is
currently drilling.




Of these
wells; fifteen wells have been tested and are currently suspended of which five
wells (M-1, M-6, SE-2, SE-4 and SE-8) have been reported by GSPC to the Director
General of Hydrocarbons as discovery wells under the terms of the
PSC.  Of the four remaining wells, three have been abandoned and one
(M-8) is currently drilling.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 10% participating
interest will be $1.5 million.  These expenditures will entail the
drilling of two exploratory wells to complete the Phase III Minimum Work Program
and the drilling of five appraisal wells.




Financial
Commitments


As at
March 20, 2009 we have a commitment to complete the Phase III Minimum Work
Program.  This would entail the drilling of two exploration wells, one
of which is currently drilling.  Our 10% participating interest share
of this commitment included in the 2009 budget above is $0.5
million.




Tarapur
Block


As at
March 20, 2009, GSPC, as operator, has acquired a total of 750 square kilometers
of 3D seismic on the Tarapur Block.  Further, drilling activities on the
block include thirty-three wells (twenty-three exploration wells, seven
appraisal wells and three development wells) either drilled or being drilled
which, along with the seismic acquired to date, exceeds the work commitment for
all three phases of the PSC and the extension period.




Tarapur
1 Discovery Area


The
Tarapur Block includes an approximately 9.7 square kilometer discovery area,
referred to as the Tarapur 1 Discovery Area, in the western portion of the
block.  An application has been submitted for the grant of a mineral lease
for this 9.7 square kilometer area.  Within the discovery area, a field
development plan has been filed covering an area of approximately 2.14 square
kilometers and includes, through March 20, 2009, three discovery exploration
wells and three development wells.  We believe the approval of this
development plan is in progress and we expect production from these wells to
commence during the second quarter of 2009.




Two
additional field development plans are intended to be submitted with respect to
discovery exploration wells located on the remaining portions of the 9.7 square
kilometer Tarapur 1 Discovery Area.  The first of these additional
development plans is intended to be submitted in the second quarter of
2009.




A
gathering system and oil tank storage facilities are located on the Tarapur 1
Discovery Area and are expected to be available for production from wells on the
discovery area once all necessary approvals are obtained.




Page
11


As at
March 20, 2009 a total of fifteen wells have been drilled in the Tarapur 1
Discovery Area, of which, three were drilled in 2008.  Of these
fifteen wells, six are tied in to the oil tank storage facilities by way of a
gathering system and are awaiting Government of India approval to commence
production and nine are awaiting further testing and an approved field
development plan before being tied into the existing facilities.




Other
Areas of Tarapur Block


Exploration
activities on the remaining areas of the Tarapur Block have been conducted in
three areas of the block based on their relative location as
follows.




·
            Tarapur
      South


Five
wells have been drilled in the Tarapur South area of which one was drilled in
2008.  All the wells are currently suspended awaiting further
appraisal.  This area is located to the southeast of the Tarapur 1
Discovery Area.


·
            Tarapur
      North


Seven
wells were drilled in the Tarapur North area in 2008, bringing the total to
thirteen.  Of these thirteen wells, nine have been suspended awaiting
further evaluation, and four wells have been abandoned.  The consortium
expects to drill two further appraisal wells in this area in 2009 to further
evaluate the existing wells.  This area is located to the northeast of the
Tarapur 1 Discovery Area.


·
            Tarapur
      East


There are
no wells drilled to date in the Tarapur East 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.  Approval for the extension is still pending.  This area is
located to the east of the Tarapur 1 Discovery Area.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures which we will contribute to
appraisal and development activities on this block during 2009 to be $4.0
million.  Our participating interest in the Tarapur 1 Discovery Area
is 14% while our interest in the remainder of the block is 18%.  These
expenditures will include the four appraisal and four development wells we
expect to drill in the Tarapur 1 Discovery Area to be tied into the oil tank
storage facilities.  The balance of the expenditures will be incurred
on drilling two appraisal wells on each of Tarapur South and North areas to
further appraise our wells in those areas.




If the
consortium succeeds in having the additional eighteen month extension of the
exploration phase for the Tarapur East area granted, we expect to incur
additional capital expenditures of approximately $1.6 million for exploration
activities during 2009.  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 20, 2009 that
have not been fulfilled.




Ankleshwar
Block


As at
March 20, 2009, GSPC as operator has completed a 494 square kilometer 3D seismic
acquisition program, reprocessed 1,000 line kilometers of 2D seismic and
completed a geochemical survey and analysis of 520 samples.  Further,
five exploration wells were drilled during 2008.




Of the
five wells; four have been tested and are water bearing and currently suspended
awaiting further evaluation; and one well (Ank-21) is currently
testing.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 10% participating
interest will be $2.8 million.  These budgeted expenditures will
entail; drilling of the required nine exploratory wells to complete the Phase I
work commitment; drilling of one appraisal well to further evaluate the Ank-21
well; and the drilling of one appraisal well to evaluate one of the exploratory
wells that will be drilled in 2009.




Financial
Commitments


As at
March 20, 2009 we have a commitment to complete the Phase I Minimum Work
Program.  This would entail drilling the balance of the fourteen well
exploratory program, being nine wells at an estimated cost of $2.5 million per
well.  Our 10% participating interest share of this commitment
included in the 2009 budget above is $2.3 million.





Page
12


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) and was awarded under NELP-V.  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 and acquire an aero magnetic survey of 12,000 line
kilometers.  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.




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) and was awarded under NELP-VI.  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 Minimum Work Program consists of conducting a gravity and magnetic and
geochemical survey, as well as a seismic acquisition program consisting of 325
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
Deccan Syneclise Basin Exploration Activities


DS 03 Block and DS 04
Block


As at
March 20, 2009, we have completed the preliminary field work, mapping and
geochemical surveys over both blocks and are currently in the process of
completing a geological survey report.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2009 based on
our 100% participating interest will be $1.4 million.  These
expenditures will include the completion of a 12,000 line kilometer aeromagnetic
program or equivalent, completion of the gravity survey, and the acquisition of
100 line kilometers of 2D seismic.




Financial
Commitments


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2009 is $1.4
million as discussed above.  The balance of the Phase I commitments
which include among others, drilling ten core holes is anticipated to be
completed in 2010 at an estimated cost of $1.0 million.





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) and was awarded under
NELP-VI.  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 Minimum Work Program is to reprocess 463 line kilometers of 2D seismic;
conduct a gravity, magnetic and geochemical survey; acquire, process and
interpret 250 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 partner, 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) and was awarded under NELP-VI.  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.




Page
13


The Phase
I Minimum Work Program is to reprocess 463 line kilometers of 2D seismic;
conduct a gravity, magnetic and geochemical survey; acquire, process and
interpret 310 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.







Our
Rajasthan Basin Exploration Activities


On
January 21, 2008, Oil India Limited as operator received notification that the
production exploration license for both Rajasthan Blocks had been issued thereby
enabling the Phase I work program commitments on these blocks to
begin.




RJ Block
20


The
consortium completed the acquisition of approximately 694 square kilometers of
3D seismic during the last half of 2008.  Oil India Limited as
operator considers the 3D seismic acquisition program
complete.  Processing and interpretation of this 3D seismic is
currently being conducted and drilling locations will be identified based upon
the results of the 3D seismic.  Two bids for the gravity and magnetic
and geochemical survey have been received and are currently being
evaluated.  A tender for the acquisition, processing and
interpretation of the 2D seismic will be tendered upon operating committee
approval.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 25% participating
interest will be $1.4 million.  These expenditures include the 3D
seismic processing and interpretation along with the gravity and magnetic and
geochemical surveys required under the Phase I Minimum Work
Program.




Financial
Commitments


We will
be required to fund our 25% proportionate share of the costs incurred in
completing the Phase I Minimum Work Program.  We anticipate the total
expenditures we will be required to fund for the current year to be
approximately $1.4 million as outlined above in our 2009 Financial
Outlook.  We expect $3.8 million to be expended in each of 2010 and
2011 to complete the Minimum Work Program of drilling twelve exploratory wells
based on our 25% participating interest.




RJ Block
21


The
consortium has completed the acquisition of approximately 611 square kilometers
of 3D seismic, with 381 square kilometers being acquired in 2008 and the balance
of 230 square kilometers in the first quarter of 2009.  As at March
20, 2009, Oil India Limited as operator considers the 3D seismic acquisition
program complete.  Processing and interpretation of this 3D seismic is
currently being conducted and drilling locations will be identified based upon
the results of the 3D seismic.  Two bids for the gravity and magnetic
and geochemical survey have been received and are currently being
evaluated.  A tender for the acquisition, processing and
interpretation of the 2D seismic will be tendered upon operating committee
approval.




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 25% participating
interest will be $1.7 million.  These expenditures include the balance
of the 3D acquisition in the first quarter, the processing and interpretation of
this 3D seismic along with the gravity and magnetic and geochemical surveys
required under the Phase I Minimum Work Program.




Financial
Commitments


We will
be required to fund our 25% proportionate share of the costs incurred in
completing the Phase I Minimum Work Program.  We anticipate the total
expenditures we will be required to fund for the current year to be
approximately $1.7 million as outlined above in our 2009 Financial
Outlook.  We expect $2.8 million and $2.2 million to be expended in
each of 2010 and 2011, respectively to complete the Minimum Work Program of
drilling eight exploratory wells based on our 25% participating
interest.




Egyptian
Activities


We
entered into a Joint Bidding Agreement with GSPC, as operator (50%) and Alkor
Petroo Limited of Hyderabad, India (20%) to bid on certain exploration blocks in
the Arab Republic of Egypt.  The agreement provided that we were to
have a 30% participating interest in any PSCs entered into.  These
blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and
onshore exploration Block 8 (also referred to as South Diyur) in the Arab
Republic of Egypt.  These blocks were awarded to the consortium
subject to certain terms and conditions




On
January 8, 2008, effective December 31, 2007, we entered into two agreements
with GSPC.  An Assignment Agreement sets out the terms whereby we
assigned to GSPC all our rights to receive a 30% participating interest in the
two exploration blocks awarded by the Arab Republic of Egypt in exchange for an
option (the Option Agreement) exercisable on or before June 15, 2008 to
reacquire all or a portion of those rights.




The
Option Agreement granting the Company the right to re-acquire a 30% interest in
the Egypt blocks has expired and we determined the value of the Egyptian blocks
to be impaired as at June 30, 2008 and therefore charged to the statement of
operations, the full carrying value of the Egyptian properties.


Page
14


Our VN
Exploration Blocks


On
December 10, 2008 we announced that we were awarded a 100% participating
interest in the VN-ONN-2005/1 and the VN-ONN-2005/2 exploration blocks under
NELP-VII bidding.  We requested an extension for signing the Production
Sharing Contracts from the Government of India which has subsequently been
denied.  As such, we will not be entering into agreements with respect to
these exploration blocks.





Anticipated
2009 Activities


We expect
our exploration and development activities pursuant to the PSCs we are a party
to, and the related drilling activities in the 10 exploration blocks that we
hold an interest in, will continue through 2009 in accordance with the terms of
those agreements.  During the year, based on the current estimates of
expenditures, we anticipate drilling thirty-four wells which entail
approximately three exploratory wells in the KG Offshore Block, one appraisal
well in Mehsana, two exploratory and five appraisal wells in Sanand/Miroli, nine
exploration and two appraisal wells in Ankleshwar and eight appraisal and four
development wells in Tarapur.




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 20, 2009, 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, 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
also during 2009, seek to participate in joint venture bidding for the
acquisition of oil and gas interests in other international countries, however,
as of March 20, 2009, we have made no specific plans regarding such activities
and have not entered into any binding agreements with respect to such
activities.




Depending
upon the scope of our activities during the years 2009 and 2010, we may require
additional capital for the funding of our activities under the PSCs we are
currently a party to as well as support for our bidding for other PSCs that may
be awarded in India or elsewhere.  In addition, we may require
additional funds for the possible acquisition of further minority participating
interests in PSCs in drilling blocks heretofore awarded and that we may
hereafter propose to enter into in India and possibly elsewhere.  We
believe it can be expected that our interest in further or additional PSCs would
be a participating interest.  As the holder of a participating
interest in any such activities, it can be expected that we will be required to
contribute capital to any such ventures in proportion to our percentage
interest.




As of
March 20, 2009, the scope of any possible such additional activities has not
been definitively established and, accordingly, we are unable to state the
amount of any funds that may be required for these purposes.  As 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 if we seek to raise additional capital it will
be through the sale of equity securities, debt offerings or farm-out of
participating interests.  As of March 20, 2009, we are unable to
estimate the terms on which any such capital may be raised, the price per share
or possible number of shares involved or the terms of any other
agreements.




We
believe that our available cash resources will be sufficient to meet all our
expenses and cash requirements during the year ended December 31, 2009 for our
present level of operations.




We do not
expect to have any significant change in 2009 in our number of
employees.





Our
Oil and Gas Interests


We are
engaged in the exploration for and development of oil and natural gas
reserves.  At December 31, 2008, we have not produced any oil or
natural gas and we do not claim any proved reserves of oil or natural
gas.  We have not reported any proved reserves of oil or natural gas
to any United States Federal authority.




We do not
own any producing oil or natural gas wells as of December 31, 2008 and at that
date we have not been granted any leases to properties under the terms of our
PSCs.




As at
December 31, 2008, we have participated through joint ventures in which we are a
party in the commencement of drilling seventy-six wells.  Of these
seventy-six wells, fifteen wells have been drilled in the Krishna Godavari Basin
on the KG Offshore Block, while the remaining sixty-one wells have been drilled
in the Cambay Basin with seven in the Mehsana Block; eighteen in the
Sanand/Miroli Block; thirty-one in the Tarapur Block; and five in the Ankleshwar
Block.




Of the
seventy-six wells, thirteen wells have been abandoned; four in the KG Offshore
Block; two in the Mehsana Block; three in the Sanand/Miroli Block; and four in
the Tarapur Block.  These wells were 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.




Page
15


A field
development plan has been filed by GSPC with the Government of India and
Director General of Hydrocarbons for a portion of the Tarapur block under the
provisions of the PSC.  Government of India approval is
pending.  While we have additional discoveries in the KG Offshore
Block, the Mehsana Block and the Sanand/Miroli Block, field development plans
have not yet been submitted on those blocks.





Development,
Exploration and Acquisition Expenditures


The
following table sets forth information regarding costs we incurred in our
development, exploration and acquisition activities by basin block areas as at
December 31, 2008 and December 31, 2007.




December
      31, 2008
                
                
                December
      31, 2007$
      in millions
                
                
                $
      in millionsDevelopment
      Costs
                
                
                --
                
                
                
                --Exploration
      CostsKrishna
      Godavari Basin Blocks
                
                
                5.26
                
                
                
                4.95Cambay
      Basin Blocks
                
                
                25.09
                
                
                
                17.99Deccan
      Syneclise Basin Blocks
                
                
                0.72
                
                
                
                0.43Rajasthan
      Basin Blocks
                
                
                4.08
                
                
                
                0.16Egypt
                
                
                --
                
                
                
                2.45Yemen
      and Oman
                
                
                --
                
                
                
                0.12Acquisition
      Costs
                
                
                --
                
                
                
                --Capitalized
      Interest
                
                
                --
                
                
                
                --Total
                
                
                35.14
                
                
                
                26.09




As at
December 31, 2008, GSPC has incurred costs of approximately 87.0 million
(December 31, 2007 - approximately $57.3 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.




We have
been advised by GSPC, that GSPC is seeking payment of the amount by which the
exploration costs attributable to us under the PSC relating to the KG Offshore
Block exceeds the amount that GSPC deems it is obligated to pay on our behalf
(including the net 5% participating interest of Roy Group (Mauritius) Ltd.)
under 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 $59.23 million (10% being $5.92 million).  We are disputing
this matter with GSPC.  Based upon the most recent letter dated
November 28, 2008 received from GSPC, GSPC is seeking payment in the amount of
approximately $78.7 million on our behalf as of September 30,
2008.  Should GSPC be fully or partly successful in this matter, these
expenditures would increase our oil and gas expenditures.





Acreage


Developed
Acreage


At March
20, 2009, we hold no interests in acreage that may be deemed developed or
acreage assignable to productive wells.  Productive wells are defined
as producing wells and wells capable of production.




Contract Interests in
Undeveloped Acreage


Under the
terms of the ten PSCs to which we are a party, we have an interest in
approximately 3,401,406 gross acres (1,768,681 net acres) as of December 31,
2008 after reflecting relinquishment of acreage as required under the
PSCs.  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,
would result in the loss of material amounts of this acreage pursuant to the
relinquishment provisions of the PSC (see “Additional Terms of Our
PSCs”).  No leases as to any of such acreage have been granted and
there can be no assurance that we will be granted a leasehold or other interest
in the acreage in the future.  Under the terms of the PSCs, following
the completion of a development plan for a discovery, the parties are to apply
for a lease from the relevant government authority for the area to be
developed.  Leases are to have an initial term of twenty
years.




Page
16


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




Contract
      Interest in Undeveloped AcreageGross
      acres
              Net
      acresKrishna
      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
              53,128
              (3)5,313Ankleshwar
              110,703
              11,070Tarapur
              299,245
              (3)
      59,705486,057
              78,386Deccan
      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
              3,384,356
              1,766,832




(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





Drilling
Activity


The
following table sets forth information as to the wells we completed drilling
during the periods indicated, all of which are exploratory wells, which include
wells drilled for appraisal or development purposes under the terms of the
PSCs.  A gathering system and oil tank storage facilities exist within
the Tarapur 1 Discovery Area, however, a field development plan has not yet
received final approval, and therefore none of such wells should be deemed to be
completed wells.  For the purposes of the table below, we have
classified these wells as exploratory productive wells.  In the table
below, “gross” refers to the total wells in which we have an interest and “net”
refers to gross wells multiplied by our interest therein.




Year
      Ended December 31,India
              Prior
      Years
              2006
              2007
              2008Gross
              Net
              Gross
              Net
              Gross
              Net
              Gross
              NetDevelopmentProductive
                Non-
      productive
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0ExploratoryProductive
                Non-productive
              3.0
                2.0
              0.45
                0.10
              4.0
                4.0
              0.50
                0.80
              17.0
                5.0
              2.60
                0.45
              32.0
                2.0
              4.10
                0.15





Hedging
Activities


At
December 31, 2008, 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.




Page
17


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.





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, we employ eight consultants in Calgary,
Alberta Canada and two consultants in Gandhinagar, Gujarat, India in various
capacities.




As of
December 31, 2008, we employed five full time persons in Calgary, Alberta,
Canada and seven full time persons in Gandhinagar, Gujarat State,
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 continued to be
held in escrow at December 31, 2008.  These 5.0 million shares held in
escrow will be released only if a commercial discovery is declared on the KG
Offshore Block.  If a commercial discovery is not declared, the shares
will not be released from escrow, but will be surrendered back to
us.  Common shares held during the term of the escrow retain their
voting rights.  As a result of this transaction, Mr. Roy held as of
the closing of the transaction approximately 69.3% of our issued and outstanding
shares.  Mr. Roy was also elected our President and a Director on
August 29, 2003.  This transaction is considered an acquisition of
GeoGlobal Resources Inc. (the accounting subsidiary and legal parent) by
GeoGlobal 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.





Page
18


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 earned revenue from our 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 financed by way of the issue and sale of equity securities
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, 2008 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 $13.3 million, and used $3.1 million of cash flow in our operating activities
and $20.3 million in our investing activities for the year ended December 31,
2008.  As at December 31, 2008 we had an accumulated deficit of $21.3
million.  These matters raise doubt about our ability to continue as a
going concern.




We expect
to incur substantial expenditures to further our exploration 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
commitments.  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, our absence of any oil and natural gas reserves and also as a result
of the current global financial crisis and lack of liquidity in the banking
system, 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 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 is 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 $87.0 Million As Of December 31, 2008 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 $59.23 million (10% being
$5.92 million) (including the net 5% interest of Roy Group (Mauritius)
Inc.).




Based on
the most recent amount provided by GSPC in a letter dated November 28, 2008,
GSPC asserts that the amount payable is approximately $78.7 million as of
September 30, 2008.  We estimate that the amount of GSPC’s claim as of
December 31, 2008 to be approximately $87.0 million plus interest as of that
date.  GeoGlobal disputes this assertion of GSPC.




Page
19


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 over the past six years 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.




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.




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 however, no agreement has
been reached as of March 20, 2009.




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
its Exclusive Operations under the terms of the PSC.  GSPC estimates
the cost of such exploratory drilling operations to be approximately $750.0
million over the period October 1, 2008 to September 30, 2009 of which $75.0
million would be on our behalf, including the 50% for the account of Roy Group
(Mauritius) Inc., if we elect to be a joint participant in the additional work
program.




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 exploration phase prior to the start of initial commercial production
and that the Carried Interest Agreement extends through the exploration period
of the PSC.  As at March 20, 2009, this matter has not been
resolved.




Because We Are In the Early
Stage Of Developing Our Activities, There Are Considerable Risks That We Will Be
Unsuccessful


We are in
the early stage of developing our operations.  Our only activities in
the oil and natural gas exploration and production industry have primarily
involved entering into ten PSCs with the Government of India.  At
December 31, 2008, we have realized no revenues from our oil and natural gas
exploration and development activities and do not claim any proved reserves of
oil or natural gas.




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.  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.  As of March 20, 2009, there are no
or limited facilities for the delivery and storage of hydrocarbons on the areas
covered by our PSCs.  Our exploration opportunities are highly
speculative and should any of these opportunities not result in the discovery of
commercial quantities of oil and gas reserves, our investment in the venture
could be lost.




Our
business plans also include seeking to enter into additional joint ventures or
other arrangements to acquire interests in additional government created and
granted hydrocarbon exploration opportunities, primarily located onshore or in
the offshore waters of India and possibly elsewhere.  Opportunities to
acquire interests in exploration opportunities will be dependent upon our
ability to identify, negotiate and enter into joint ventures or other similar
arrangements with respect to specific exploration opportunities and upon our
ability to raise sufficient capital to fund our participation in those joint
ventures or other exploration activities.  Our success will be
dependent upon the success of the exploration activities of the ventures in
which we acquire an interest and our ability to have adequate capital resources
available at the times required.




Page
20


Our Internal Control Over
Financial Reporting Was Not Effective As Of December 31, 2008 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, 2008 we identified material weaknesses in those controls as
identified in Item 9A. - Controls and Procedures.




As a
result of management’s philosophy and operating style, 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.




This
control deficiency, which is pervasive in nature, could contribute to a material
misstatement in the financial statements not being prevented or detected on a
timely basis.




We have
limited accounting personnel with appropriate knowledge of generally accepted
accounting principles.  Specifically, internal controls did not
provide reasonable assurance that transactions related to the following areas
were accounted for in accordance with generally accepted accounting
principles:




·
            Impairment
      Assessment Under Full Cost Method of Accounting for Petroleum and Natural
      Gas Properties


This
resulted in a material adjustment to our 2008 annual financial statements prior
to issuance.




·
            Income
      Taxes


This did
not result in an adjustment to our 2008 annual financial
statements.




As a
result of these material weaknesses, our chief executive officer and our chief
financial officer concluded that our internal control over financial reporting
and our disclosure controls and procedures were ineffective as of December 31,
2008, due to the conditions that led to the identification of the material
weaknesses.  Prior to the filing of this report, we took certain steps to
remediate these material weaknesses.  Although these actions are
continuing, we anticipate that these actions when completed will remediate the
material weaknesses 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.




Remedying
the currently 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.




Because Our Activities Have
Only Recently Commenced And We Have No Operating History And Reserves Of Oil And
Gas, We Anticipate Future Losses; There Is No Assurance Of Our
Profitability




Our oil
and natural gas operations have been only recently established and we have very
limited operating history, have claimed no proven oil and gas reserves as at
December 31, 2008 and limited assets upon which an evaluation of our business,
our current business plans and our prospects can be based.  Our
prospects must be considered in light of the risks, expenses and problems
frequently encountered by all companies in their early stages of development
and, in particular, those engaged in exploratory oil and gas
activities.  Such risks include, without limitation:




·
            We
      will experience failures to discover oil and gas in commercial
      quantities;




·
            There
      are uncertainties as to the costs to be incurred in our exploratory
      drilling activities, cost overruns are possible and we may encounter
      mechanical difficulties and failures in completing
  wells;




·
            There
      are uncertain costs inherent in drilling into unknown formations, such as
      over-pressured zones, high temperatures and tools lost in the hole;
      and




·
            We
      may make changes in our drilling plans and locations as a result of prior
      exploratory drilling.




Page
21


During
the exploration phase prior to the start date of initial commercial production,
we have a carried interest in the exploration activities on the KG Offshore
Block.  Our interests in our other exploration blocks are
participating interests which require us to pay our proportionate share of
exploration, drilling and development expenses on these blocks as those expenses
are incurred.  Unexpected or additional costs can affect the
commercial viability of producing oil and gas from a well and will affect the
time when and amounts that we can expect to receive from any production from a
well.  Because our carried costs of exploration and drilling on the KG
Offshore Block are to be repaid in full to the operator, GSPC, before we are
entitled to any share of production, additional exploration and development
expenses will reduce and delay any share of production and revenues we will
receive.




There can
be no assurance that the ventures in which we are a participant will be
successful in addressing these risks, and any failure to do so could have a
material adverse effect on our prospects for the future.  Our
operations were recently established, and as such, we have no substantial
operating history to serve as the basis to predict our ability to further the
development of our business plan.  Likewise, the outcome of our
exploratory drilling activities, as well as our quarterly and annual operating
results cannot be predicted.  Consequently, we believe that period to
period comparisons of our exploration, development, drilling and operating
results will not necessarily be meaningful and should not be relied upon as an
indication of our stage of development or future prospects.  In the
future, operating or drilling results may fall below our expectations or the
expectations of securities analysts and investors and that some of our drilling
results will be unsuccessful and the wells abandoned.  In such event,
the trading price of our common stock may be materially and adversely
affected.




We Expect to Have
Substantial Requirements For Additional Capital That May Be Unavailable To Us
Which Could Limit Our Ability To Participate In Our Existing and Additional
Ventures Or Pursue Other Opportunities.  Our Available Capital is
Limited




In order
to participate under the terms of our PSCs as well as in further joint venture
arrangements leading to the possible grant of exploratory drilling
opportunities, we will be required to contribute or have available to us
material amounts of capital.  Under the terms of our 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 phases of those agreements.  There can be
no assurance that our currently available capital will be sufficient for these
purposes or that any additional capital that is required will be available to us
in the amounts and at the times required.  Such capital also may be
required to secure bonds in connection with the grant of exploration rights, to
conduct or participate in exploration activities or be engaged in drilling and
completion activities.  We intend to seek the additional capital to
meet our requirements from equity and debt offerings of our
securities.  Our ability to access additional capital will depend in
part on the success of the ventures in which we are a participant in locating
reserves of oil and gas and developing producing wells on the exploration
blocks, the results of our management in locating, negotiating and entering into
joint venture or other arrangements on terms considered acceptable, as well as
the status of the capital markets at the time such capital is
sought.




There can
be no assurance that capital will be available to us from any source or that, if
available, it will be at prices or on terms acceptable to us.  Should
we be unable to access the capital markets or should sufficient capital not be
available, our activities could be delayed or reduced and, accordingly, any
future exploration opportunities, revenues and operating activities may be
adversely affected and could also result in our breach of the terms of a PSC
which could result in the loss of our rights under the contract.




As of
December 31, 2008, we had cash and cash equivalents of approximately $25.4
million.  We believe that our available cash resources will be
sufficient to meet all our expenses and cash requirements during the year ended
December 31, 2009 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 $9.1 million during
the year ended December 31, 2009.  We anticipate our expenditures on
the KG Onshore Block to be $1.8 million based upon a 10% participating
interest.  Upon receipt of approval from the Government of India for
the increase to a 25% participating interest, these expenditures will increase
to $4.4 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.




Page
22


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.  From time to time phases of the exploration periods under
the PSCs to which we are a party, including the PSC for the KG Offshore Block,
have expired without the required minimum number of wells being drilled during
the phase.  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.




While we
do not have reason to believe that the Government of India will exercise any
rights under the PSCs to terminate the PSCs on account of these matters, we are
unable to determine at this time the outcome of these failures to fulfill
commitments, these actions could result is the termination of the PSC by the
Government of India or the loss by the parties of some or all of the contract
area under the PSC.




In the
event a PSC is terminated by the Government of India, or 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.




With
respect to the KG Offshore Block, we are of the view that GSPC, under the terms
of our Carried Interest Agreement, would be liable for our participating
interest share of any amount required to complete the Minimum Work Program for a
phase and any further costs during the Exploration Period prior to the start
date of commercial production.




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 made in the PSC relating to the
KG Offshore Block.  Through December 31, 2008, GSPC had expended
approximately $87.0 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.




Page
23


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.




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


As of
March 20, 2009, our Directors and executive officers and their respective
affiliates in the aggregate, beneficially hold 32,802,100 shares or
approximately 45.1% of our outstanding Common Stock.  As a result,
these persons possess significant influence over us, giving them the ability,
among other things, to elect a majority of our Board of Directors and approve
significant corporate transactions.  These persons will retain
significant control over our present and future activities and our other
stockholders and investors may be unable to meaningfully influence the course of
our actions.  These persons may have interests regarding the future
activities and transactions in which we engage which may diverge from the
interests of our other stockholders.  Such share ownership and control
may also have the effect of delaying or preventing a change in control of us,
impeding a merger, consolidation, takeover or other business combination
involving us, or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us which could have a material adverse
effect on the market price of our common stock.  Although management
has no intention of engaging in such activities, there is also a risk that the
existing management will be viewed as pursuing an agenda which is beneficial to
themselves at the expense of other stockholders.




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, 2009 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 termination of the PSC, 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.  Our proportionate share of these costs and
expenses expected to be incurred over the 6.5 year term of the PSC for which our
interest is carried was originally estimated to be approximately $22.0
million.  Additional drilling costs including the drilling to depths
in excess of 5,000 meters, where higher 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 have been advised by
GSPC that they have incurred costs of approximately $87.0 million on our behalf
as of December 31, 2008 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 $58.0 million on our behalf (including the 5%
participating interest of Roy Group (Mauritius) Inc.) under the terms of the
Carried Interest Agreement over the period January 1, 2009 to September 30,
2009.  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, 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.




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.




Page
24


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.




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
Recoverable


Our
success in developing our oil and gas exploration and development activities
will be dependent upon establishing, through our participation with others in
joint ventures and other similar activities, reserves of oil and gas and
maintaining and possibly expanding the levels of those reserves.  We
and the joint ventures in which we may participate may not be able to locate and
thereafter replace reserves from exploration and development activities at
acceptable costs.  Lower prices of oil and gas may further limit the
kinds of reserves that can be developed at an acceptable cost.  The
business of exploring for, developing or acquiring reserves is capital
intensive.  We may not be able to make the necessary capital
investment to enter into joint ventures or similar arrangements to maintain or
expand our oil and gas reserves if capital is unavailable to us and the ventures
in which we participate.  In addition, exploration and development
activities involve numerous risks that may result in dry holes, the failure to
produce oil and gas in commercial quantities, the inability to fully produce
discovered reserves and the inability to enhance production from existing
wells.




Page
25


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 proved reserves of oil or natural gas as at December 31,
2008.  Any reserve information that we may provide in the future will
represent estimates based on reports prepared by independent petroleum
engineers, as well as internally generated reports.  Petroleum
engineering is not an exact science.  Information relating to proved
oil and gas reserves is based upon engineering estimates derived after analysis
of information we furnish or furnished by the operator of the
property.  Estimates of economically recoverable oil and gas reserves
and of future net cash flows necessarily depend upon a number of variable
factors and assumptions, such as historical production from the area compared
with production from other producing areas, the assumed effects of regulations
by governmental agencies and assumptions concerning future oil and gas prices,
future operating costs, severance and excise taxes, capital expenditures and
workover and remedial costs, all of which may in fact vary considerably from
actual results.  Oil and gas prices, which fluctuate over time, may
also affect proved reserve estimates.  For these reasons, estimates of
the economically recoverable quantities of oil and gas attributable to any
particular group of properties, classifications of such reserves based on risk
of recovery and estimates of the future net cash flows expected therefrom
prepared by different engineers or by the same engineers at different times may
vary substantially.  Actual production, revenues and expenditures with
respect to reserves we may claim will likely vary from estimates, and such
variances may be material.  Either inaccuracies in estimates of proved
undeveloped reserves or the inability to fund development could result in
substantially reduced reserves.  In addition, the timing of receipt of
estimated future net revenues from proved undeveloped reserves will be dependent
upon the timing and implementation of drilling and development activities
estimated by us for purposes of the reserve report.




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.





Page
26


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.


·
            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.


Page
27


Item
1B.             Unresolved Staff
Comments





As of
December 31, 2008, 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 #310, 605 – 1 Street SW, Calgary,
Alberta, T2P 3S9 Canada.  These premises are leased for a term of two
years ending April 30, 2009 at an annual rental of approximately $100,000 for
base rent and operating costs.  We are currently in the midst of
renewing this lease for a further term.  These premises include
approximately 3,888 square feet which we consider adequate for our present
activities.




Our India
operations office is located at Office No. 304 & 305, Third floor, IT Tower
– 2 Infocity, Gandhinagar, 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, 2008 to a
vote of our securityholders through the solicitation of proxies or
otherwise.








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 quoted 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, 2007 through March 20,
2009.




Year
              Calendar
      Quarter
              High
      ($)
              Low
      ($)2007
              First
      Quarter
              8.10
              5.27Second
      Quarter
              6.64
              4.62Third
      Quarter
              5.14
              2.70Fourth
      Quarter
              5.05
              2.292008
              First
      Quarter
              5.09
              2.60Second
      Quarter
              3.45
              2.01Third
      Quarter
              4.29
              1.76Fourth
      Quarter
              2.50
              0.952009
              First
      Quarter (up to March 20, 2009)
              1.67
              0.56




Prior to
September 15, 2008, our shares of Common Stock were listed on the American Stock
Exchange.  In January 2008, the New York Stock Exchange Euronext, the
parent company of the New York Stock Exchange entered into an agreement to
acquire the American Stock Exchange.  The New York Stock Exchange
completed such acquisition in October 2008 and continues to operate the American
Stock Exchange as a separate stock exchange, primarily for smaller
capitalization companies.  Subsequent to this acquisition by the New
York Stock Exchange, the American Stock Exchange was known as the New York Stock
Exchange Alternext US LLC and as of March 18, 2009 became known as the New York
Stock Exchange Amex (NYSE Amex).




On March
20, 2009, the closing sales price for our Common Stock, as reported on
the




NYSE Amex
was $1.13.





Holders


As of
March 20, 2009, we had approximately 100 shareholders of record.  This
does not include the number of shareholders of our Common Stock held
beneficially in street form.





Page
28


Dividends


We did
not pay any dividends on our Common Stock during the years ended December 31,
2008 and 2007 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, 2003 in each of the
shares of GeoGlobal Resources Inc., Teton Energy Corporation, 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)
            TEC
      or Teton Energy Corporation is an NYSE Amex listed company engaged in oil
      and gas exploration and production in the Rocky Mountain area of the
      United States.  This Company falls under the same SIC code of
      “Drilling of Oil and Gas Wells” as GeoGlobal.  Similar to our
      company, it has a market capitalization of less than $200.0 million and
      revenues of less than $100.0 million.  We deem it to be
      comparative to our company for these
purposes.




(2)
            ABP
      or 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.





Comparison of Cumulative
Total Return


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




2003
              2004
              2005
              2006
              2007
              2008GeoGlobal
              GGR
              100.00
              64.13
              844.35
              519.04
              327.29
              105.79S&P
      500 Index
              $INX
              100.00
              108.95
              112.22
              127.50
              132.00
              81.20Teton
      Energy Corporation
              TEC
              100.00
              30.52
              118.47
              100.19
              98.39
              19.67Abraxas
      Petroleum Corp.
              AXAS
              100.00
              185.60
              422.40
              247.20
              308.80
              57.60





Recent
Sales of Unregistered Securities


There
were no sales of unregistered securities during the quarter ended December 31,
2008.  All sales of unregistered securities prior to October 1, 2008
during the fiscal year ended December 31, 2008 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, 2008.


Page
29


Item
6.                 Selected Financial
Data





Set forth
below is certain financial information for each of the five years ended December
31, 2008, 2007, 2006, 2005 and 2004 taken from our audited financial statements
for those years.




December
      31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Interest
      Income
                
                
                1,148,479
                
                
                
                2,165,920
                
                
                
                1,751,550
                
                
                
                462,174
                
                
                
                31,591Asset
      Impairment
                
                
                10,098,015
                
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Net
      loss and comprehensive loss
                
                
                13,313,915
                
                
                
                1,543,110
                
                
                
                1,548,803
                
                
                
                3,162,660
                
                
                
                1,171,498Net
      loss per share – basic and diluted
                
                
                0.20
                
                
                
                0.04
                
                
                
                0.03
                
                
                
                0.06
                
                
                
                0.03Current
      assets
                
                
                25,904,515
                
                
                
                48,406,887
                
                
                
                32,597,031
                
                
                
                36,232,088
                
                
                
                4,628,346Property
      and equipment
                
                
                35,160,814
                
                
                
                27,256,945
                
                
                
                12,121,334
                
                
                
                3,957,723
                
                
                
                707,023Total
      assets
                
                
                71,865,329
                
                
                
                80,219,312
                
                
                
                48,492,561
                
                
                
                40,672,122
                
                
                
                5,685,218Current
      liabilities
                
                
                9,211,020
                
                
                
                6,329,980
                
                
                
                1,955,195
                
                
                
                447,097
                
                
                
                103,689Total
      liabilities
                
                
                9,844,618
                
                
                
                6,648,902
                
                
                
                1,955,195
                
                
                
                447,097
                
                
                
                103,689Stockholders’
      equity
                
                
                62,020,711
                
                
                
                73,570,410
                
                
                
                46,537,366
                
                
                
                40,225,025
                
                
                
                5,581,529Cash
      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
operation should be read in conjunction with, and is qualified in its entirety
by, the more detailed information including our Financial Statements and the
related Notes appearing elsewhere in this Annual Report.  This Annual
Report contains forward-looking statements that involve risks and
uncertainties.  Our actual results may differ materially from the
results and business plans discussed in the forward-looking
statements.  Factors that may cause or contribute to such differences
include those discussed in Item 1A. - Risk Factors as well as those discussed
elsewhere in this Annual Report.





Our
Business Activities


We are
engaged, through subsidiaries and joint ventures in which we are a participant,
in the exploration for and development of oil and gas reserves.  We
initiated these activities in 2003.  Through December 31, 2008, our
activities have been undertaken in locations where we and our joint venture
participants have been granted exploration rights pursuant to PSCs entered into
with the Government of India.  We have entered into ten
PSCs.  Each PSC relates to a separate drilling block onshore or
offshore India and each provides for multi-year and multi-phase exploration and
drilling activities.  Exploration and development activities pursuant
to the terms of these agreements are expected to continue throughout
2008.




At
December 31, 2008, we have not reported any proved reserves of oil or natural
gas.





Statements
of Operations


Oil and Gas
Operations


Our oil
and gas exploration activities commenced at August 21, 2002.  We have
not since our inception earned any revenues from these operations.




Years
ended December 31, 2008 and 2007


During
the year ended December 31, 2008, we had expenses of $14.36 million compared
with expenses of $3.73 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 $10.10
million.




Our
general and administrative expenses increased to $2.34 from $2.28
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 $0.67 from
$1.17 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 $0.11 million, listing fees related to the new stock option
plan of $0.05 million, and salaries and benefits of $0.24 million due to
increase in staff levels over the prior year.




Page
30


Our
consulting fees increased to $0.74 million during the year ended December 31,
2008 from $0.36 million in the prior year.  This change is mostly
attributable to the decrease in recovery of compensation costs for stock-based
compensation with non-employee consultants for the year ended December 31, 2008
being a recovery of $0.05 million versus a recovery of $0.26 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 $0.18 million during the year ended
December 31, 2008 versus $0.07 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 increased to $1.09 million during the year ended December 31, 2008 from
$1.04 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 $0.14 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.




During
the year 2008, we incurred an asset impairment expense of $10.10 million versus
$nil during the year ended December 31, 2007.  Of this amount, $3.77
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 $6.33 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.




Interest
income decreased to $1.15 million for the year ended December 31, 2008 as
compared to $2.17 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.




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 $13.31 million for the year ended December 31, 2008 as
compared to a net loss of $1.54 million for the same period in
2007.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the year ended December 31, 2008, these capitalized
overhead costs were $1.08 million as compared to $2.22 million during the year
ended December 31, 2007.  The difference of $1.47 million 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 $0.48 versus
$0.85 million for the same period in 2007.




Years
ended December 31, 2007 and 2006


During
the year ended December 31, 2007, we had expenses of $3.73 million compared with
expenses of $3.30 million during the year ended December 31,
2006.  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.




Our
general and administrative expenses increased to $2.28 from $1.89
million.  These general and administrative expenses include costs
related to the corporate head office including administrative salaries and
services, rent and office costs, insurance, American Stock Exchange listing and
filing fees and transfer agent fees and services.  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.  These
stock-based compensation costs increased to $1.17 from $1.05 million for the
same period in 2006.  The majority of the increase in the general and
administrative expenses is a result of compensation costs of $0.24 million
related to the September 6, 2007 extension of the expiry date of the 2005
Compensation Options and the related 2005 Compensation Option Warrants issued in
a private sale of our securities in 2005 from September 9, 2007 to June 20, 2009
which were not incurred in the same period in 2006.  The balance of
the increase is due to the addition of an extra staff member in the Calgary
office offset by the decrease in stock-based compensation costs.




Our
consulting fees decreased to $0.36 million during the year ended December 31,
2007 from $1.10 million in the prior year.  This change is mostly
attributable to the decrease in compensation costs for stock-based compensation
with non-employee consultants for the year ended December 31, 2007 being a
recovery of $0.26 million versus an expense of $0.54 million for the year ended
December 31, 2006.  These consulting fees include $0.07 million (2006
- $0.07 million) paid under our Technical Services Agreement with a corporation
wholly owned by Mr. Roy, and other fees and expenses we incurred in employing
various technical and corporate consultants who advised us on a variety of
matters.




Page
31


Professional
fees increased to $1.04 million during the year ended December 31, 2007 from
$0.25 million during the year ended December 31, 2006.  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
from approximately $0.14 million in 2006 to about $0.32 million in
2007.  In addition, costs associated with initiating the modeling,
testing and documenting internal controls as required by Section 404 of the
Sarbanes Oxley Act were incurred during the year along with the work required to
restate our financial statements for the years ending December 31, 2006, 2005,
2004 and 2003.  This resulted in an increase from $0.11 million for
the year ending December 31, 2006, to $0.72 million in the fees paid to our
auditors and accountants for additional work incurred during the year ending
December 2007 as compared to 2006.




Interest
income increased to $2.17 million for the year ended December 31, 2007 as
compared to $1.75 million for the same period in 2006.  This
improvement is directly related to a small increase in US prime interest rate in
2007 as compared to 2006 as well an increase in our invested cash balances
resulting from our private sale of securities in June, 2007.




Reflecting
the increase in our general and administrative expenses and professional fees
due to the increase in our overall oil and gas exploration activities, as offset
by the increase in interest income and a decrease in our consulting fees, our
net loss amounted to $1.54 million for the year ended December 31, 2007 as
compared to a net loss of $1.55 million for the same period in
2006.




On
September 6, 2007, our Board of Directors adopted a resolution extending the
expiration date of our outstanding 2005 Stock Purchase Warrants from September
9, 2007 to June 20, 2009.  Accordingly, we recorded a charge to the deficit
of $1.32 million during the year ended December 31, 2007 for the incremental
difference in the fair value of the 2005 Stock Purchase Warrants immediately
prior to and after the modification as compared to nil for the year ended
December 31, 2006 when there was no such extension or charge recorded. 
This resulted in a net loss and comprehensive loss applicable to common
stockholders of $2.86 compared to $1.55 million during the year ended December
31, 2006.  The impact of this warrant modification resulted in our
earnings per share loss to decrease by a further $0.02 per share for a total
loss of $0.04 per share.




We
capitalized overhead costs directly related to our exploration activities in
India.  During the year ended December 31, 2007, these capitalized
overhead costs were $2.22 compared to $2.79 million during the year ended
December 31, 2006.  The difference of $0.57 million 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, 2007 to $0.85 versus
$1.42 million for the same period in 2006.





Liquidity


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 financial statements as at and for the year ended December 31, 2008
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 raise doubt about our ability to
continue as a going concern.




At
December 31, 2008, our cash and cash equivalents were $25.43 million (December
31, 2007 - $48.13 million). The majority of this balance is being held in US
funds, of which $25.08 million is held in term deposits earning interest based
on the US prime rate.  In addition to our cash balances will earn interest
on our term deposits which will contribute towards covering a portion of our
administrative costs and overhead throughout 2009. We have working capital of
approximately $16.8 million which is available for the Company's future
operations.  In addition, we have $10.8 million in restricted deposits
pledged as security against the minimum work program which will be released upon
completion of the minimum work program.




We expect
to incur expenditures to further our exploration programs and our existing cash
balance and any cash flow from operating activities may not be sufficient to
satisfy our current obligations and meet our exploration commitments of $30.6
million over the next three 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 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, our absence of any oil and natural
gas reserves and also as a result of the current global financial crisis and
lack of liquidity in the banking system, 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 expenditures.  We
believe that our available cash resources will be sufficient to maintain our
current level of activities through the next fiscal year.




Page
32


Should
the going concern assumption not be appropriate and we are is 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.




We
believe at this time that the outcome of the GSPC Carried Interest dispute will
not have a material effect on our liquidity.




Years
ended December 31, 2008 and 2007


During
the year ended December 31, 2008, our overall position in cash and cash
equivalents decreased by $22.70 million, as compared to a net increase in the
comparable period of 2007 of $15.77 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
$3.10 million as compared to provided by operating activities of $0.15 million
for the year ended December 31, 2007.  This decrease is attributable
to an increase of approximately $0.50 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
$1.0 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 $20.26
compared to $11.19 million during the year ended December 31,
2007.  Funds of $16.07 million were used for exploration activities
and $0.05 million for the acquisition of property and equipment in 2008 as
compared to $12.80 and $1.04 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 $7.41 million versus outlays for such instruments of only $0.96
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 $0.66
million as compared to cash provided by financing activities of $26.81 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 $0.66 million as compared to $0.32 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 $28.40
million less share issuance costs of $1.91 million relating to the
financing.




Years
ended December 31, 2007 and 2006


During
the year ended December 31, 2007, our overall position in cash and cash
equivalents increased by $15.77 million, as compared to a net decrease in the
comparable period of 2006 of $3.67 million.  These cash movements can
be attributed to the following activities:




Our net
cash provided by operating activities during the year ended December 31, 2007
was $0.15 million as compared to used in operating activities of $0.24 million
for the year ended December 31, 2006.




Cash used
in investing activities during the year ended December 31, 2007 was $11.19
compared to $8.27 million during the year ended December 31,
2006.  Funds of $12.80 million were used for exploration activities
and $1.04 million for the acquisition of property and equipment in 2007 as
compared to $6.74 and $0.14 million in 2006.  This increase is
consistent with our increased drilling costs in the Cambay area as well as
exploration costs incurred in bidding and evaluating new exploration blocks in
the Arab Republic of Egypt.  In addition, we incurred fixed asset
expenditures, mainly for an office condominium in Gandhinagar, India plus
improvements which were completed during the third quarter at a total cost of
approximately $0.94 million.




Offsetting
the increased investing activity in the year ended December 31, 2007 was a
reduction in the requirement to supply bank guarantees, such that in the year
ended December 31, 2007 outlays were reduced to $.96 million versus outlays for
such instruments of $3.20 for the year ended December 31, 2006.  These
bank guarantees have been provided and serve as guarantees for the performance
of our Minimum Work Program, and are in the form of irrevocable letters of
credit which are secured by our term deposits in the same
amount.  These investing outlays were also offset by a combined
increase in accounts payable, accrued liabilities and prepaids and deposits of
$3.61 million in the year ended December 31, 2007 as compared to a combined net
increase in accounts payable, accrued liabilities, and prepaids and deposits of
$1.76 million in the same period of 2006.




Page
33


Cash
provided by financing activities for the year ended December 31, 2007 was $26.81
million as compared to cash provided by financing activities of $4.84 million
during the year ended December 31, 2006.  During the year ended
December 31, 2007, we completed the sale of 5,680,000 Units of our securities at
$5.00 per Unit for aggregate cash gross proceeds of $28.40 million less share
issuance costs of $1.91 million relating to financing
activities.  Further, during the year ended December 31, 2007, cash of
$0.32 million was provided from the issuance of 317,500 shares of common stock
on the exercise of options, as compared to cash of $4.92 million from the
issuance of 3,254,000 shares of common stock on the exercise of options and 2003
Purchase Warrants less share issuance costs of $0.08 million.





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 10 exploration blocks that we
hold an interest in, will continue through 2009 in accordance with the terms of
those agreements.  During the period April 1, 2009 to March 31, 2010,
based on the current budgets, we anticipate drilling thirty-four wells which
entail approximately three exploratory wells in the KG Offshore Block, one
appraisal well in Mehsana, two exploratory and five appraisal wells in
Sanand/Miroli, nine exploration and two appraisal wells in Ankleshwar and eight
appraisal and four development wells on our Tarapur Block.




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 20, 2009, 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, 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 2009 seek to participate in joint venture bidding for the
acquisition of oil and gas interests in other international countries, however,
as of March 20, 2009, we have made no specific plans regarding such activities
and have not entered into any binding agreements with respect to such
activities.




Depending
upon the scope of our activities during the years 2009 and 2010, we may require
additional capital for the funding of our activities under the PSCs we are
currently a party to as well as support for our bidding for other PSCs that may
be awarded in India or elsewhere.  In addition, we may require
additional funds for the possible acquisition of further minority participating
interests in PSCs in drilling blocks heretofore awarded and that we may
hereafter propose to enter into in India and possibly elsewhere.  We
believe it can be expected that our interest in further or additional PSCs would
be a participating interest.  As the holder of a participating
interest in any such activities, it can be expected that we will be required to
contribute capital to any such ventures in proportion to our percentage
interest.




As of
March 20, 2009, the scope of any possible such activities has not been
definitively established and, accordingly, we are unable to state the amount of
any funds that may be required for these purposes.  As 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
if we seek to raise additional capital it will be through the sale of equity
securities.  As of March 20, 2009, we are unable to estimate the terms
on which any such capital may be raised, the price per share or possible number
of shares involved.




We do not
expect to have any significant change in 2009 in our number of
employees.





Tabular Disclosure of
Contractual Obligations





The
following table sets forth our contractual obligations by type of agreement and
due during the year ended December 31, 2008 and succeeding twelve month
periods.  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
                
                
                0.1
                
                
                
                0.1
                
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.0Purchase
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.0Asset
      retirement obligation
                
                
                0.6
                
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.0
                
                
                
                0.6Financial
      commitments under PSCs
                
                
                31.6
                
                
                
                9.1
                
                
                
                22.5
                
                
                
                0.0
                
                
                
                0.0Total
                
                
                32.3
                
                
                
                9.2
                
                
                
                22.5
                
                
                
                0.0
                
                
                
                0.6




Under the
PSCs, we are obligated to pay for our proportionate share of the multi-year
exploration expenses in fulfilling the work programs on the 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.


Page
34




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 and Our Carried Interest Agreement


At
December 31, 2008, GSPC, the Operator of the KG Offshore Block, has expended on
exploration activities approximately $87.0 million attributable to us under the
Carried Interest Agreement as compared to $57.3 million at December 31,
2007.  Of this amount, 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.




Under the
terms of the PSC, GSPC is committed to expend further funds for the exploration
of and drilling on the KG Offshore Block.  Preliminary estimates made
in August 2002 were that expenditures attributable to us would total
approximately $22.0 million over the 6.5 year term of the
PSC.  Additional drilling costs incurred in drilling to depths in
excess of 5,000 meters versus shallower depths as originally anticipated, as
well as the testing and completion costs of these wells, resulted in actual
costs significantly exceeding our original budgeted expenditures.  The
estimated budget for costs to be incurred by GSPC during the remainder of the
exploration phase of the PSC for the nine month period ending September 30, 2009
attributable to us under the Carried Interest Agreement is approximately $58.0
million.  Of this amount, 50% is for the account of Roy Group
(Mauritius) Ltd.  We are unable to estimate the amount of additional
expenditures GSPC will make attributable to us prior to the start date of
initial commercial production under the Carried Interest Agreement or when, if
ever, any commercial production will commence.  As provided in the
Carried Interest Agreement, we will be required to bear the expenditures
attributable to us after the start date of initial commercial production on the
KG Offshore Block.




We will
not realize cash flow from the KG Offshore Block until such time as the
expenditures attributed to us, including those expenditures made for the account
of 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.





Krishna
Godavari Basin Agreements


KG Onshore
Block


2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on a 10% participating
interest will be $1.8 million ($4.4 million based on a 25% participating
interest).  These expenditures include completing 50% of the 3D
acquisition program, processing and interpretation along with the required
gravity and magnetic and geochemical surveys required under the Phase I Minimum
Work Program in 2009.




Financial
Commitment


We will
be required to fund our proportionate share of the costs incurred in the KG
Onshore exploration activities estimated to be approximately $10.7 million over
the remaining three years of the first phase of the work commitment with respect
to a 10% participating interest in the block and approximately $26.6 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 the 3D seismic program and the interpretation and processing
thereof and the drilling of twelve exploratory wells.  It is expected
that costs incurred will be $1.8, $1.5 and $7.4 million over each of the years
2009, 2010 and 2011 respectively for a 10% participating interest and $4.4, $3.8
and $18.5 million for a 25% participating interest.




Further,
on March 14, 2008, we supplied the Government of India a bank guarantee secured
by a letter of credit in the same amount for $1.48 million with respect to our
10% participating interest.  Further on September 8, 2008 we supplied
to Oil India Limited a bank guarantee to the Government of India in the amount
of $2.22 million secured by a letter of credit in the same amount with respect
to our increase in our participating interest to 25%.




KG Offshore
Block


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







Page
35


Cambay
Basin Agreements


Mehsana
Block


2009
Financial Outlook


Estimated
total capital expenditures on this block during the year 2009 based on our 10%
participating interest will be approximately $0.4 million and will entail the
drilling of one appraisal well (CB-3E) and further testing of the five existing
wells.




Financial
Commitments


All
financial commitments in accordance with the PSC have been met for Phase
I.




Sanand/Miroli
Block


2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 10% participating
interest will be $1.5 million.  These expenditures will entail the
drilling of two exploratory wells to complete the Phase III Minimum Work Program
and the drilling of five appraisal wells.




Financial
Commitments


We have a
commitment to complete the Phase III Minimum Work Program.  This would
entail the drilling of two exploration wells, one of which is currently
drilling.  Our 10% participating interest share of this commitment
included in the 2009 budget above is $0.5 million.




Ankleshwar
Block


2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 10% participating
interest will be $2.8 million.  These budgeted expenditures will
entail; the drilling of the required nine exploratory wells to complete the
Phase I work commitments; the drilling of one appraisal well to further evaluate
the Ank-21; and drill one appraisal well to evaluate one of the exploratory
wells that will be drilled in 2009.




Financial
Commitments


We have a
commitment to complete the Phase I Minimum Work Program.  This would
entail the drilling of the balance of the fourteen well exploratory program,
being nine wells at an estimated cost of $2.5 million per well.  Our
10% participating interest share of this commitment included in the 2009 budget
above is $2.3 million.




Tarapur
Block


2009
Financial Outlook


We
anticipate the estimated total capital expenditures which will vary between a
14-18% participating interest we will contribute to appraisal and development
activities on this block during 2009 to be $4.0 million.  This
expenditure will include the four appraisal and four development wells we expect
to drill in the Tarapur 1 Development Area to be tied into our oil tank storage
facilities.  The balance will be the expenditure we will incur on
drilling two appraisal wells on each of Tarapur South and North to further
appraise our wells in those areas.




If the
consortium succeeds in having the additional eighteen month extension of the
exploration phase granted by the Government of India, then we expect to incur
additional capital expenditures of approximately $1.6 million for exploration
activities during 2009.  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 20, 2009 that
have not been fulfilled.





Deccan
Syneclise Basin Agreements


2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2009 based on
our 100% participating interest will be $1.4 million.  These
expenditures will include the completion of a 12,000 line kilometer aeromagnetic
program or equivalent, completion of the gravity survey, and the acquisition of
100 line kilometers of 2D seismic.




Financial
Commitments


We
anticipate the estimated total capital expenditures we will be required to
contribute to the exploration activities on these blocks during 2009 is $1.4
million as discussed above.  The balance of the Phase I commitments
which include among others, the drilling of ten core holes is anticipated to be
completed in 2010 at an estimated cost of $1.0 million.





Page
36


Rajasthan
Basin Agreements


RJ Block
20


2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 25% participating
interest will be $1.4 million.  These expenditures include the 3D
seismic processing and interpretation along with the gravity and magnetic and
geochemical surveys required under the Phase I Minimum Work
Program.




Financial
Commitments


We will
be required to fund our 25% proportionate share of the costs incurred in
completing the Phase I Minimum Work Program.  We anticipate the total
expenditures we will be required to fund for the current year to be
approximately $1.4 million as outlined above in our 2009 Financial
Outlook.  We expect $3.8 million to be expended in each of 2010 and
2011 to complete the Minimum Work Program of drilling twelve exploratory wells
based on our 25% participating interest.




RJ Block
21




2009
Financial Outlook


We
anticipate the estimated total capital expenditures we will contribute to the
exploration activities on this block during 2009 based on our 25% participating
interest will be $1.7 million.  These expenditures include the balance
of the 3D acquisition in the first quarter, the processing and interpretation of
this 3D seismic along with the gravity and magnetic and geochemical surveys
required under the Phase I Minimum Work Program.




Financial
Commitments


We will
be required to fund our 25% proportionate share of the costs incurred in
completing the Phase I Minimum Work Program.  We anticipate the total
expenditures we will be required to fund for the current year to be
approximately $1.7 million as outlined above in our 2009 Financial
Outlook.  We expect $2.8 million and $2.2 million to be expended in
each of 2010 and 2011, respectively to complete the Minimum Work Program of
drilling 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.




Oil
and Gas Accounting and Impairment


The
accounting for and disclosure of oil and gas producing activities requires that
we choose between generally accepted accounting principle alternatives.  We
use the full cost method of accounting for our oil and natural gas operations.
 Under this method, separate cost centers are maintained for each country
in which we incur costs.  All costs incurred in the acquisition,
exploration and development of properties are capitalized.  To date we are
currently in the development stage and have not yet found any commercial
reserves.




Expenditures
in unproved properties are not depleted pending the determination of the
existence of proved reserves. Unproved properties are assessed periodically to
ascertain whether impairment has occurred. Unproved properties, the costs of
which are individually significant, are assessed individually by considering the
primary lease terms of the properties, the holding period of the properties, and
geographic and geologic data obtained relating to the properties.  Where it
is not practicable to individually assess the amount of impairment of properties
for which costs are not individually significant, these properties are grouped
for purposes of assessing impairment.  The amount of impairment assessed is
charged to the statement of operations.





Asset
Retirement Obligation


Legal
obligations associated with the retirement of long-lived assets result from the
acquisition, construction, development and normal use of the
asset.  Our asset retirement obligations relate primarily to the
retirement of oil and gas properties and related production facilities, lines
and other equipment used in the field operations.  The fair value of a
liability for an asset retirement obligation is recognized in the period in
which it is incurred, if a reasonable estimate of fair value can be
made.  The estimated fair value of the liability is added to the
carrying amount of the associated asset.  This additional carrying
amount is then depreciated over the life of the asset.  The liability
increases due to the passage of time based on the time value of money until the
obligation is settled.  This requires us to use significant
assumptions, including current estimates of plugging and abandonment costs,
annual inflation of these costs, the productive lives of wells and our
risk-adjusted interest rate.  Changes in any of these assumptions can
result in significant revisions to the estimated asset retirement
obligations.





Page
37


Stock
Based Compensation


We are
required to recognize compensation cost for stock-based compensation
arrangements with employees, non-employee consultants and non-employee directors
based on their grant date fair value using the Black-Scholes option-pricing
model, such cost to be expensed over the compensations’ respective vesting
periods.  For awards with graded vesting, in which portions of the
award vest in different periods, we recognize compensation costs over the
vesting periods for each separate vested tranche.




We record
the estimated fair value of the equity instrument expense of options granted to
non-employee consultants on the measurement date.  We re-measure the
fair value of the unvested portion of stock-based awards to non-employee
consultants, resulting in charges or credits to operations in periods when
changes in the market price of our common stock directly impact the associated
stock based compensation expense.  Stock-based compensation for
non-employee consultants is expensed or capitalized based on the nature of the
consultant’s activities.




Inherent
in determining the fair value of options are several judgments and estimates
that must be made.  These include determining the underlying valuation
methodology for share compensation awards and the related inputs utilized in
each valuation, such as our expected stock price volatility, expected term of
the options granted to employees and consultants and  the expected
risk-free interest rate.  Changes to these assumptions could result in
different valuations for individual share awards.  We use the
Black-Scholes option pricing model to determine the fair value of options
granted to employees, non-employee directors and non-employee
consultants.




Recent
Accounting Pronouncements


Statement
161, issued March 2008 amends Financial Accounting Standard Board Statement No.
133, Accounting for Derivative Instruments and Hedging Activities and requires
companies with derivative instruments to disclose information about how and why
a company uses derivative instruments, how derivative instruments and related
hedged items are accounted for under Statement 133, and how derivative
instruments and related hedged items affect a company’s financial position,
financial performance, and cash flows.  The required disclosures
include the fair value of derivative instruments and their gains or losses in
tabular format, information about credit-risk related contingent features in
derivative agreements, counterparty credit risk, and the company’s strategies
and objectives for using derivative instruments.  The Statement
expands the current disclosure framework in Statement 133.  Statement
161 is effective prospectively for periods beginning on or after November 15,
2008.  We plan to provide these additional disclosures in the first
quarter of 2009.




In
September 2006, the Financial Accounting Standard Board issued SFAS No. 157
“Fair Value Measurements”.  SFAS 157 defines fair value, establishes a
framework for measuring fair value under US generally accepted accounting
principals and expands disclosures about fair value
measurements.  This statement is effective for fiscal years beginning
after November 15, 2007.  In February 2008, the Financial Accounting
Standard Board issued FASB Staff Position, SFAS 157-2 which delayed the
effective date of SFAS 157 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years.  These non-financial items include assets and liabilities such
as reporting units measured at fair value in a goodwill impairment test, asset
retirement obligations and non-financial assets acquired and liabilities assumed
in a business combination.




In
October 2008, the Financial Accounting Standard Board also issued FASB Staff
Position SFAS 157-3, “Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active,” which clarifies the application of SFAS
157 in an inactive market and illustrates how an entity would determine fair
value when the market for a financial asset is not active.  Effective
January 1, 2008, we adopted SFAS 157 for financial assets and
liabilities.  The partial adoption of SFAS 157 for financial assets
and liabilities did not have a material impact on our consolidated financial
position, results of operations or cash flows.




Beginning
January 1, 2009, we will adopt the provisions for non-financial assets and
non-financial liabilities that are not required or permitted to be measured at
fair value on a recurring basis, which include those measured at fair value in
indefinite-lived intangible assets measured at fair value for impairment
assessment, non-financial long-lived assets measured at fair value for
impairment assessment, asset retirement obligations initially measured at fair
value, and those initially measured at fair value in a business combination We
currently do not have any financial assets that are valued using inactive
markets, and as a result, we are not impacted by the issuance of FSP
No. SFAS 157-3.




In
February 2007, the Financial Accounting Standard Board issued SFAS 159,“The Fair Value Option
for Financial Assets and Financial Liabilities Including an Amendment of FASB
Statement No. 115”, which permits entities to choose to measure many
financial instruments and certain other items at fair value (Fair Value
Option).  Election of the Fair Value Option is made on an
instrument-by-instrument basis and is irrevocable.  At the adoption
date, unrealized gains and losses on financial assets and liabilities for which
the Fair Value Option has been elected would be reported as a cumulative
adjustment to beginning retained earnings.




Page
38


Following
the election of the Fair Value Option for certain financial assets and
liabilities, we would report unrealized gains and losses due to changes in fair
value in earnings at each subsequent reporting date.  We adopted this
statement January 1, 2008 and did not elect the fair value option for any
of its eligible financial instruments or other items.  As such, the
adoption had no impact on the consolidated financial statements.




In
December 2007, the Financial Accounting Standard Board issued FAS
No. 141(R), Business Combinations.  FAS 141(R) replaces FAS
No. 141, Business Combinations.  FAS 141(R) retains the purchase
method of accounting for acquisitions, but requires a number of changes,
including changes in the way assets and liabilities are recognized in purchase
accounting.  It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies and requires the expensing of
acquisition-related costs as incurred.  Generally, FAS 141(R) is
effective on a prospective basis for all business combinations completed on or
after January 1, 2009.  We do not expect the adoption of FAS
141(R) to have a material impact on our financial position or results of
operations, provided that we do not undertake a significant acquisition or
business combination.




In
December 2007, the Financial Accounting Standard Board issued FAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements, an amendment of
Accounting Research Bulletin No. 51”, which improves the relevance,
comparability and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This statement is
effective for fiscal years beginning after December 15, 2008. We do not
expect the adoption of FAS No. 160 to have a material impact on our
consolidated financial position, results of operations or cash
flows.




In May
2008, the Financial Accounting Standard Board issued SFAS No. 162, “The
Hierarchy of Generally Accepted Accounting Principles”.  SFAS 162
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States.  It is effective
60 days following the United States Securities and Exchange Commission’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles”.  The adoption of this statement is
not expected to have a material effect on our consolidated financial
statements.




Modernization
of Oil and Gas Reporting


On
December 31, 2008, the United States Securities and Exchange Commission released
Final Rule, Modernization of Oil and Gas Reporting to revise the existing
Regulation S-K and Regulation S-X reporting requirements to align with current
industry practices and technological advances.  Many of the revisions
are updates to definitions in the existing oil and gas accounting rules to make
them consistent with the petroleum resource management system, which is a widely
accepted standard for the management of petroleum resources that was developed
by several industry organizations.  Key revisions include (a)
permitting the use of new technologies to determine proved reserves if those
technologies have been demonstrated empirically to lead to reliable conclusions
about reserves volumes; (b) allow companies to disclose in securities filed
documents, their probable and possible reserves to investors (currently, the
United States Securities and Exchange Commission rules limit disclosure to only
proved reserves);  (c) require companies to report the independence
and qualifications of a reserves preparer or auditor; (d) file reports when a
third party is relied upon to prepare reserves estimates or conducts a reserves
audit; and (e) report oil and gas reserves using an average price based upon the
prior 12-month period rather than year-end prices.  The United States
Securities and Exchange Commission will require companies to comply with the
amended disclosure requirements for registration statements filed after January
1, 2010, and for annual reports on Form 10-K for fiscal years ending on or after
December 15, 2009.  Early adoption is not permitted.  We are
currently assessing the impact that the adoption will have on our disclosures,
operating results, financial position and cash flows.





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.





Page
39


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, 2008, we had not entered into any market risk sensitive instruments
relating to our foreign currency exchange risk.





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, and overall economic conditions, both international and
domestic.  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, 2008, 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 FS1.





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, 2008.  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 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 control over
financial reporting described below and the resulting delay in timely filing of
this Report, the Chief Executive Officer and the Chief Financial Officer have
concluded that our disclosure controls and procedures were not effective as of
December 31, 2008.




Page
40


Management’s
Report on Internal Control Over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control 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 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.




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”).




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
material weaknesses as provided below:




As a
result of management’s philosophy and operating style, 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.




This
control deficiency, which is pervasive in nature, could contribute to a material
misstatement in the financial statements not being prevented or detected on a
timely basis.




We have
limited accounting personnel with appropriate knowledge of generally accepted
accounting principles.  Specifically, internal controls did not
provide reasonable assurance that transactions related to the following areas
were accounted for in accordance with generally accepted accounting
principles:




·
            Impairment
      Assessment Under Full Cost Method of Accounting for Petroleum and Natural
      Gas Properties


This
resulted in a material adjustment to our 2008 annual financial statements prior
to issuance.




·
            Income
      Taxes


This did
not result in an adjustment to our 2008 annual financial
statements.




Management
has determined that these control deficiencies result in 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
constitute material weaknesses.




As a
result of the existence of the material weaknesses discussed above as of
December 31, 2008, management has concluded that we did not maintain effective
internal control over financial reporting as of December 31, 2008, based on the
criteria established in Internal Control — Integrated Framework issued by
COSO.




KPMG LLP,
an independent registered public accounting firm that audited the financial
statements included in the annual report containing the disclosure required by
this Item, 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.




Page
41


Remediation
of Material Weaknesses in Internal Control Over Financial Reporting


As
described in our 10-K for fiscal 2007, during the second quarter of fiscal 2008,
we strengthened our financial reporting team by hiring a Chartered Accountant
with accounting and financial reporting experience for our Controller
position.  This remediated the processes and controls over stock-based
compensation and asset retirement obligations.




We have
strengthened our ongoing communication throughout the organization regarding the
importance of assessing risk and adherence to internal controls and Company
policies.  We developed a formal fraud risk process and documented a
fraud risk assessment.  During the fourth quarter of fiscal 2008, the
board of directors reviewed the fraud risk assessment.  We developed
several formal policies and procedures, including a Delegation of Authority
Policy, Business Expense and Travel Policy, and Employee
Handbook.  During the fourth quarter of fiscal 2008, the board of
directors reviewed and approved the Delegation of Authority
Policy.  We expect to implement and train employees on the application
of these policies in the first quarter of fiscal 2009.  In the last
quarter of 2008, we commenced the process for improving schedules for allocating
costs and assessing impairment over petroleum and natural gas properties and we
will continue to improve the controls over petroleum and natural gas properties,
however, we continue to have a material weakness in this area




As noted
we improved deficient controls but not with sufficient time to allow a
reasonable test period to evaluate and test the effectiveness of the
controls.  In addition, as a result of errors discovered in 2007 in
applying FAS 123R and the calculation of stock-based compensation, we focused
our efforts on the restatement of our 2003, 2004, 2005 and 2006 annual financial
statements and Form 10-K and our 2004, 2005, 2006 and 2007 interim financial
statements and 2007 Form 10-Q for March, June and September, which were filed in
the second quarter of 2008.  Consequently, during 2008 we were not
able to fully remediate all material weaknesses.




Our
management and the board of directors will continue to work to remediate
material weaknesses.  In addition to implementing the policies
processes and controls over petroleum and natural gas properties described
above, we will implement the following plan to address the material
weaknesses:




·
            Document
      and communicate corporate strategy and objectives and roles and
      responsibilities for employees and
management.




·
            Develop
      a formal process to evaluate the performance of consultants, employees and
      management, and determine whether roles and responsibilities have been
      properly allocated and assess the potential need for reassignment of roles
      and responsibilities within the Company or obtain additional qualified
      external resources, if necessary.




·
            Implement
      a revised financial closing process to meet filing requirements on a
      timely basis.  A formal 10-Q and 10-K review timeline will be
      communicated to all key reviewers, including the Chief Executive Officer,
      Chief Financial Officer, and Audit
Committee.




·
            Engage
      qualified third-party accountants and consultants to review our corporate
      tax structure and to prepare tax returns in foreign
      jurisdictions.




·
            Consult
      with qualified third-party accountants on the appropriate application of
      GAAP for complex and non-routine
transaction.




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 December 31, 2009.  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 to Internal Control over Financial Reporting


There
were no other changes in our internal control over financial reporting during
the fourth quarter of 2008, other than those described above that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.





Item
9B.        Other
Information





None.








Page
42


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
              52
              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 27 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
              55
              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 27 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
              36
              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.Peter
      R. Smith
              61
              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
              62
              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.


Page
43





Dr.
      Avinash Chandra
              66
              Dr.
      Chandra was elected a Director of our company on October 1,
      2005.  Dr. Chandra has over 46 years of experience in the
      international as well as the Indian oil and gas sector.  He was
      the first Directorate General of Hydrocarbons, at the level of Special
      Secretary to the Government of India for a period of 10 years until his
      retirement in 2003.  He currently sits on the Board of Directors
      of Engineers India Ltd. and Oil Industry Development Board in the Ministry
      of Petroleum & Natural Gas, Government of India.  Dr.
      Chandra received his Ph.D. in petroleum geology from the Imperial College,
      University of London, United Kingdom.  His post graduate work
      includes a Post Graduate Diploma of Imperial College in Petroleum Geology
      and Petroleum Reservoir Engineering as well as a M.Sc. (Applied Geology)
      and B.Sc. (Hons) from the Lucknow University in
  India.




Mr. Roy,
Mr. Kent, Mr. Peters, Mr. Smith, Mr. Hudson and Dr. Chandra have been elected to
serve as Directors of our company until our annual meeting of stockholders in
2009 and the election and qualification of their successors.




Our Board
of Directors has determined that Messrs. Peters, Smith, Hudson and Dr. Chandra
are “independent directors” under the listing standards of the NYSE
Amex.  Our Board of Directors had five meetings during the year ended
December 31, 2008, of which four meetings were held by conference telephone call
in which all directors participating were able to hear one
another.  Each of our Directors participated in all the meetings of
the Board except for Dr. Chandra who was unable to attend two
meetings.





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, 2008.





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 Dr. Chandra, 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 four meetings during the year ended December 31, 2008, of which
all were held by conference telephone call in which all participants were able
to hear one another.




On March
24, 2009, 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, 2008 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.





Page
44


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.




Although
the Compensation Committee did not hold any meetings during the year ended
December 31, 2008, there was a meeting held in December of 2007 which
encompassed the compensation for the year 2008.  This meeting in
December 2007 was held in person.





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.  The Nominating Committee did not hold any
meetings in person during the year ended December 31, 2008, but did however
adopt a unanimous written consent.




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 was filed as an exhibit to our Annual Report on Form 10-KSB for the year
ended December 31, 2003.




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





Page
45


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, 2008 who received total compensation exceeding $100,000 for the year ended
December 31, 2008 and who served in such capacities at December 31,
2008.





Summary
Compensation Table


Name
      and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
      (1)
            Non-Equity
      Incentive Plan Compen-
              sation
              ($)
            Change
      in Pension Value and
              Nonqualified
      Deferred Compen-
              sation
              Earnings
              ($)
            All
              Other
      Compen-sation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Jean
      Paul Roy, (2)
      (3)
              President
      & CEO
            2008
              2007
            350,000
              350,000
            -0-
              -0-
            -0-
              -0-
            -0-
              166,396
            Nil
              Nil
            Nil
              Nil
            31,700
      (5)
              48,000
      (6)
            381,700
              547,236Allan
      J. Kent, (2)
      (4)
              Exec
      VP & CFO
            2008
              2007
            212,750
              185,000
            -0-
              -0-
            -0-
              -0-
            -0-
              166,396
            Nil
              Nil
            Nil
              Nil
            32,150
      (7)
              30,330
      (8)
            244,900
              391,726




(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 and bonus 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 and bonus amounts are paid to D.I. Investments Ltd., a company
      controlled by Mr. Kent, pursuant to an oral arrangement described
      below.


(5)
            Costs
      paid for by us included in this amount are $31,700 for medical coverage
      for Mr. Roy and his family.


(6)
            Costs
      paid for by us included in this amount are $21,720 for airfare for the
      family of Mr. Roy to travel to India from their home once during the
      calendar year and $26,280 for medical coverage for Mr. Roy and his
      family.


(7)
            Costs
      paid for by us included in this amount are $32,150 for medical coverage
      for Mr. Kent and his family.


(8)
            Costs
      paid for by us included in this amount are $30,330 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, 2009 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, 2009 with respect to any
acquisition, exploration, or development of any crude oil, natural gas or
related hydrocarbon interests within the area of the country of
India.  The agreement may be terminated by either party on 30 days’
prior written notice, provided, however, the confidentiality and non-competition
provisions will survive the termination.




D.I.
Investments Ltd., a company controlled by Mr. Kent, is paid by us for consulting
services.  The services of Mr. Kent are provided to us pursuant to 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
2008.





Page
46


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, 2008.




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, 2008.


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
              300,000
              750,000
              -0-
              -0-Allan
      J. Kent
              300,000
              750,000
              -0-
              -0-





Director
Compensation


The
following table provides information with respect to compensation of our
Directors during the year ended December 31, 2008.  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
            4,000
            -0-
            117,338
            -0-
            -0-
            -0-
            121,338Brent
      Peters
            3,000
            -0-
            117,338
            -0-
            -0-
            -0-
            120,338Michael
      Hudson
            34,000
            -0-
            117,338
            -0-
            -0-
            -0-
            151,338Dr.
      Avinash Chandra
            36,500
            -0-
            135,757
            -0-
            -0-
            -0-
            172,257




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




Page
47


Our
non-employee Board members receive 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 is paid for personally attending each
meeting and $500 is paid for attendance by phone.  Our non-employee
Board members may also be paid a fee for their services for a special project
they may conduct or participate in.  Mr. Hudson received $30,000 for
his services on special projects conducted during 2008 and Dr. Avinash Chandra
received $35,000 for his services on special projects conducted during
2008.  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, 2008 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.




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.




In 2007,
our Compensation Committee retained Lane Caputo Compensation, Inc., a Calgary,
Alberta based compensation consulting company, to review and recommend fair and
justifiable compensation for our executive positions and directors as well as to
make recommendations for future compensation practices.  Lane Caputo
Compensation, Inc. reviewed our compensation arrangements relative to a selected
peer group of Canadian public companies trading on Canadian and/or International
securities exchanges that are focused on international oil and gas exploration
and production, with a focus on exploration.  The Committee relied on
the December 10, 2007 report from Lane Caputo Compensation, Inc. as a basis for
recommending the 2008 compensation for the CEO and CFO.




The
fifteen companies in this peer group and the exchange on which their securities
are traded are as follows:




·Africa
      Oil Corp. (TSX-V)
            ·Pacific
      Stratus Energy Ltd. (TSX)·Candax
      Petroleum Inc. (TSX)
            ·Pan
      Orient Energy Ltd. (TSX-V)·Canoro
      Resources Ltd. (TSX-V)
            ·Serica
      Energy PLC. (TSX-V)·CGX
      Energy Inc. (TSX-V)
            ·Sterling
      Resources Ltd. (TSX-V)·Cirrus
      Energy Corp. (TSX-V)
            ·Stratic
      Energy Corp. (TSX-V/AIM·Falcon
      Oil & Gas Ltd. (TSX-V)
            ·Verenex
      Energy Inc. (TSX)·Ithaca
      Energy Inc. (TSX-V/AIM)
            ·Winstar
      Resources Ltd. (TSX)·Mart
      Resources, Inc. (TSX-V)




Exchanges:   TSX-V
-- Toronto Stock Exchange (Venture); TSX --  Toronto Stock Exchange;
andAIM -- London AIM Market Exchange.


Page
48




Our
Compensation Committee believes that, at this stage of our company’s
development, it is appropriate for our monetary compensation to stay within the
median values of our peer group.


Although
Compensation Committee meetings are held in executive session, without
management’s presence, the Compensation 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 and
to assure that it has management’s input in assessing the consequences of
decisions made in the Compensation Committee meetings, including, for instance,
the impact that its decisions may have on our financial statements. The
Compensation 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.




Direct Monetary
Compensation


Although
our Compensation Committee did not hold any meetings during the year ended
December 31, 2008, a meeting was held in December 2007 which encompassed
compensation for the year 2008.  At the meeting, the Compensation
Committee considered, among other things, in arriving at compensation for the
fiscal year 2008, 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.




Based on
the Compensation Committee’s policies and objectives, the Committee believes
that the direct monetary compensation of our executive officers for fiscal 2008
was at or below the median level of the peer group selected by Lane Caputo
Compensation, Inc.




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 2008.  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.




Page
49


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


Our
non-employee Board members receive 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 is paid for personally attending each
meeting and $500 is paid for attendance by phone.  Our non-employee
Board members may also be paid a fee for their services for a special project
they may conduct or participate in.  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.





Page
50


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, 2008, we had two equity compensation plans for our
employees, directors and consultants pursuant to which options, rights or shares
may be granted or 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, 2008 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:




Plan
      Category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and rights
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a)(a)
            (b)
            (c)Equity
      compensation plans approved by security holders1998
      Stock Incentive Plan
            3,950,000
            $4.38
            -0-2008
      Stock Incentive Plan
            1,375,000
            $1.72
            10,625,000Equity
      compensation plans not approved by security holders
            -0-
            -0-
            -0-Total
            5,325,000
            $3.69
            10,625,000





Page
51


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 20, 2009.  As of March 20, 2009, we had 72,805,756 shares of
Common Stock outstanding.




Name
      and Address of Beneficial Owner
            Number of Shares Beneficially
      Owned(1)
            Percentage
      of Outstanding Common StockJean
      Paul Roy (2)
              c/o
      GeoGlobal Resources Inc.
              Suite
      310, 605 – 1 Street SW
              Calgary,
      Alberta    T2P 3S9
            32,846,000
      (3)
      (9)
            45.1%Allan
      J. Kent
              c/o
      GeoGlobal Resources Inc.
              Suite
      310, 605 – 1 Street SW
              Calgary,
      Alberta    T2P 3S9
            905,000
      (4)
      (9)
            1.2%Brent
      J. Peters
              c/o
      Northfield Capital Corporation
              Suite
      301, 141 Adelaide Street West
              Toronto,
      ON     M5H 3L5
            150,000
      (5)
            *Peter
      R. Smith
              c/o
      Andrin Limited
              Suite
      202, 197 County Court Boulevard
              Brampton,
      Ontario    L6W 4P6
            150,000
      (6)
            *Michael
      J. Hudson
              439
      Mayfair Avenue
              Ottawa,
      ON    K1Y 0K7
            150,000
      (7)
            *Dr.
      Avinash Chandra
              B-102,  Sector
      26
              Noida,
      Uttar Pradesh
              India   201301
            201,100
      (8)
            *All
      officers and directors as a group (6 persons)
            34,402,100
            47.3%




*
            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 20,
  2009.


(2)
            Of
      the shares held beneficially by Mr. Roy, an aggregate of 5 million shares
      are held in escrow pursuant to the terms of the agreement whereby we
      purchased the outstanding capital stock of GeoGlobal Resources (India)
      Inc. from Mr. Roy.  Under the terms of the escrow agreement, Mr.
      Roy has the voting rights with respect to these
  shares.


(3)
            Includes
      32,346,000 shares of Common Stock and 500,000 options to purchase Common
      Stock exercisable within 60 days of March 20,
  2009


(4)
            Includes
      405,000 shares of Common Stock and 500,000 options to purchase Common
      Stock exercisable within 60 days of March 20,
  2009.


(5)
            Includes
      options to purchase 150,000 shares of Common Stock exercisable within 60
      days of March 20, 2009.


(6)
            Includes
      options to purchase 150,000 shares of Common Stock exercisable within 60
      days of March 20, 2009.


(7)
            Includes
      options to purchase 150,000 shares of Common Stock exercisable within 60
      days of March 20, 2009.


(8)
            Includes
      51,100 shares of Common Stock and options to purchase 150,000 shares of
      Common Stock exercisable within 60 days of March 20,
  2009.


(9)
            On
      September 2, 2008, Messrs. Roy and Kent entered into a Share Purchase
      Agreement (Agreement) with a private investor whereby Messrs Roy and Kent
      agreed to sell on the closing date in a privately negotiated transaction
      375,000 shares each 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.


Page
52


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, 2009 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, 2009
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 2008 under the terms of this agreement,
including its amendments.




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 2008.  Additionally, we paid for medical insurance
coverage for Mr. Roy and his family during 2008 in the amount of $31,700.At December 31, 2008, we
owed Roy Group (Barbados) Inc. $35,800 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, 2008, 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
2008.  Additionally, we paid for medical insurance coverage for Mr.
Kent and his family during 2008 in the amount of $32,150.  At December
31, 2008, we were owed $16,266 from D.I. Investments Ltd. 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.




Page
53


During
the year ended December 31, 2008, 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 $89,204 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 2008 was Cdn$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.




On
December 18, 2008, Mr. Vincent Roy was granted an option to purchase 60,000
shares of common stock at an exercise price of $1.72 which will expire on
December 31, 2011.




At
December 31, 2008, we owed Amicus Services Inc. $13,745 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, 2008 and December 31, 2007, respectively.




Audit
      Fees
              Audit
      Related Fees
              Tax
      Fees
              All
      Other Fees
              Total2008
              488,775
              10,383
              --
              10,881
              510,0392007
              428,205
              --
              --
              164,709
              592,914




Our Board
of Directors believes that the provision of the services during the years ended
December 31, 2008 and December 31, 2007 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.


Page
54


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)


Page
55





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)14
                Code
      of Ethics (5)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 (14)23.2
                Consent of Ernst & Young  LLP (14)31.1
                Certification of President and Chief Executive Officer
      Pursuant to Rule 13a-14(a) (14)31.2
                Certification of Chief Financial Officer Pursuant to
      Rule 13a-14(a) (14)32.1
                Certification of President and Chief Executive Officer
      Pursuant to Section 1350 (furnished, not filed) (14)32.2
                Certification of Chief Financial Officer Pursuant to
      Section 1350 (furnished, not filed) (14)




(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
      herewith.





Page
57

















GEOGLOBAL
RESOURCES INC.


(a
development stage enterprise)























CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008 AND DECEMBER 31, 2007


(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
      3Report
      of Independent Registered Public Accounting Firm
                -
      Ernst & Young Audit Report
              
              FS
      5Financial
      StatementsConsolidated
      Balance Sheets
              
              FS
      6Consolidated
      Statements of Operations and Comprehensive Loss
              
              FS
      7Consolidated
      Statements of Changes in Stockholders’ Equity
              
              FS
      8Consolidated
      Statements of Cash Flows
              
              FS
      10Notes
      to the Consolidated Financial Statements
              
              FS
      11-30













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 Resource Inc.
(“the Company”) as of December 31, 2008 and 2007, and the related
consolidated statements of operations and comprehensive loss, stockholders’
equity, and cash flows for each of the years in the two-year period ended
December 31, 2008. 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 the Company as of
December 31, 2008 and 2007, and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 2008,
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 net capital deficiency 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, 2008, 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 24, 2009 expressed an
adverse opinion on the effectiveness of the Company’s internal control over
financial reporting.
   "KPMG LLP" (signed)
  Calgary,
Canada
 March 24,
2009
  FS
2


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






The Board
of Directors and Stockholders
 GeoGlobal
Resources Inc.:
  We have
audited GeoGlobal Resources Inc.’s (“the Company”) internal control over
financial reporting as of December 31, 2008, based on 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 in Item 9A to the Company’s annual
report on form 10-K. 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.
   FS
3


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. The following
material weaknesses have been identified in management’s
assessment:
  ·
              As
      a result of management’s philosophy and operating style, the Company did
      not maintain an effective control
environment.
  ·
              The
      Company has limited accounting personnel with appropriate knowledge of
      generally accepted accounting
principles.
  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. These material weaknesses were considered in determining the nature,
timing, and extent of audit tests applied in our audit of the 2008 consolidated
financial statements, and this report does not affect our report dated March 24,
2009, which expressed an unqualified opinion on those consolidated financial
statements.
  In our
opinion, because of the effect of the aforementioned material weaknesses 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, 2008, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).-
   "KPMG LLP" (signed)
  Calgary,
Canada
 March 24,
2009





FS
4





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








The
Board of Directors and Stockholders Of


GeoGlobal
Resources Inc.































"Ernst & Young LLP"
(signed)









CALGARY,
ALBERTA





















FS
5





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      BALANCE SHEETSDecember
      31, 2008
                  $
                
                
                December
      31, 2007
                  $AssetsCurrentCash
      and cash equivalents
                
                
                25,432,814
                
                
                
                48,134,858Accounts
      receivable
                
                
                229,642
                
                
                
                171,977Prepaids
      and deposits
                
                
                242,059
                
                
                
                100,05225,904,515
                
                
                
                48,406,887Restricted
      deposits (note 4)
                
                
                10,800,000
                
                
                
                4,555,480Property
      and equipment (note 5)
                
                
                35,160,814
                
                
                
                27,256,94571,865,329
                
                
                
                80,219,312LiabilitiesCurrentAccounts
      payable
                
                
                4,847,513
                
                
                
                3,908,506Accrued
      liabilities
                
                
                4,330,591
                
                
                
                2,355,322Due
      to related companies (note 11)
                
                
                32,916
                
                
                
                66,1529,211,020
                
                
                
                6,329,980Asset
      retirement obligation (note 6)
                
                
                633,598
                
                
                
                318,9229,844,618
                
                
                
                6,648,902Stockholders'
      EquityCapital
      stockAuthorized100,000,000
      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, 2007 – 72,205,756)
                
                
                58,214
                
                
                
                57,614Additional
      paid-in capital
                
                
                84,554,673
                
                
                
                82,791,057Deficit
      accumulated during the development stage
                
                
                (22,592,176
                )
                
                
                (9,278,261
                )62,020,711
                
                
                
                73,570,41071,865,329
                
                
                
                80,219,312See
      Going Concern (note 2), Commitments (note 15) and Contingencies (note
      16)
                  The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


FS
6





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSYear
      ended
                  Dec
      31, 2008
                  $
                
                
                Year
      ended
                  Dec
      31, 2007
                  $
                
                
                Year
      ended
                  Dec
      31, 2006
                  $
                
                
                Period
      from
                  Inception,
                  Aug
      21, 2002
                  to
      Dec 31, 2008
                  $ExpensesGeneral
      and administrative
                
                
                2,343,138
                
                
                
                2,280,232
                
                
                
                1,890,926
                
                
                
                7,619,012Consulting
      fees
                
                
                742,002
                
                
                
                356,912
                
                
                
                1,104,106
                
                
                
                5,902,716Professional
      fees
                
                
                1,089,173
                
                
                
                1,037,971
                
                
                
                251,261
                
                
                
                2,879,820Asset
      Impairment (note 5)
                
                
                10,098,015
                
                
                
                --
                
                
                
                --
                
                
                
                10,098,015Depreciation
                
                
                52,144
                
                
                
                55,425
                
                
                
                49,323
                
                
                
                318,879Accretion
      Expense
                
                
                32,202
                
                
                
                --
                
                
                
                --
                
                
                
                32,20214,356,674
                
                
                
                3,730,540
                
                
                
                3,295,616
                
                
                
                26,850,644Other
      expenses (income)Consulting
      fees recovered
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (66,025
                )Equipment
      costs recovered
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (19,395
                )Gain
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (42,228
                )Foreign
      exchange (gain) loss
                
                
                105,720
                
                
                
                (21,510
                )
                
                
                4,737
                
                
                
                110,757Interest
      income
                
                
                (1,148,479
                )
                
                
                (2,165,920
                )
                
                
                (1,751,550
                )
                
                
                (5,561,577
                )(1,042,759
                )
                
                
                (2,187,430
                )
                
                
                (1,746,813
                )
                
                
                (5,576,468
                )Net
      loss and comprehensive loss for the year
                
                
                (13,313,915
                )
                
                
                (1,543,110
                )
                
                
                (1,548,803
                )
                
                
                (21,272,176
                )Warrant
      modification
                
                
                --
                
                
                
                (1,320,000
                )
                
                
                --
                
                
                
                (1,320,000
                )Net
      loss and comprehensive loss applicable to
                  common
      stockholders
                
                
                (13,313,915
                )
                
                
                (2,863,110
                )
                
                
                (1,548,803
                )
                
                
                (22,592,176
                )Basic and diluted net loss per
      share (note 12)
                
                
                (0.20
                )
                
                
                (0.04
                )
                
                
                (0.03
                )Weighted
      average common shares outstanding
                
                
                67,407,395
                
                
                
                64,389,605
                
                
                
                59,763,629





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


FS
7





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITYNumber
      of
                  Shares
                  #
                
                
                Capital Stock
                  $
                
                
                Additional
                  paid-in
      capital
                  $
                
                
                Accumulated
                  Deficit
                  $
                
                
                Stockholders'
                  Equity
                  $Common
      shares issued on incorporation - Aug 21, 2002
                
                
                1,000
                
                
                
                64
                
                
                
                --
                
                
                
                --
                
                
                
                64Net
      loss and comprehensive loss for the period
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (13,813
                )
                
                
                (13,813
                )Balance
      at December 31, 2002
                
                
                1,000
                
                
                
                64
                
                
                
                --
                
                
                
                (13,813
                )
                
                
                (13,749
                )Capital
      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
                )Common
      shares issued during the year:On
      acquisition
                
                
                34,000,000
                
                
                
                34,000
                
                
                
                1,072,960
                
                
                
                --
                
                
                
                1,106,960Options
      exercised for cash
                
                
                396,668
                
                
                
                397
                
                
                
                101,253
                
                
                
                --
                
                
                
                101,650December
      2003 private placement financing
                
                
                6,000,000
                
                
                
                6,000
                
                
                
                5,994,000
                
                
                
                --
                
                
                
                6,000,000Share
      issuance costs on private placement
                
                
                --
                
                
                
                --
                
                
                
                (483,325
                )
                
                
                --
                
                
                
                (483,325
                )Share
      issuance costs on acquisition
                
                
                --
                
                
                
                --
                
                
                
                (66,850
                )
                
                
                --
                
                
                
                (66,850
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                62,913
                
                
                
                --
                
                
                
                62,913Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (518,377
                )
                
                
                (518,377
                )Balance
      at December 31, 2003
                
                
                55,053,356
                
                
                
                40,461
                
                
                
                6,680,951
                
                
                
                (532,190
                )
                
                
                6,189,222Common
      shares issued during the year:Options
      exercised for cash
                
                
                115,000
                
                
                
                115
                
                
                
                154,785
                
                
                
                --
                
                
                
                154,900Broker
      Warrants exercised for cash
                
                
                39,100
                
                
                
                39
                
                
                
                58,611
                
                
                
                --
                
                
                
                58,650Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                350,255
                
                
                
                --
                
                
                
                350,255Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,171,498
                )
                
                
                (1,171,498
                )Balance
      at December 31, 2004
                
                
                55,207,456
                
                
                
                40,615
                
                
                
                7,244,602
                
                
                
                (1,703,688
                )
                
                
                5,581,529Common
      shares issued during the year:Options
      exercised for cash
                
                
                739,000
                
                
                
                739
                
                
                
                1,004,647
                
                
                
                --
                
                
                
                1,005,3862003
      Purchase Warrants exercised for cash
                
                
                2,214,500
                
                
                
                2,214
                
                
                
                5,534,036
                
                
                
                --
                
                
                
                5,536,250Broker
      Warrants exercised for cash
                
                
                540,900
                
                
                
                541
                
                
                
                810,809
                
                
                
                --
                
                
                
                811,350September
      2005 private placement financing
                
                
                4,252,400
                
                
                
                4,252
                
                
                
                27,636,348
                
                
                
                --
                
                
                
                27,640,600Share
      issuance costs on private placement
                
                
                --
                
                
                
                --
                
                
                
                (1,541,686
                )
                
                
                --
                
                
                
                (1,541,686
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                4,354,256
                
                
                
                --
                
                
                
                4,354,256Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (3,162,660
                )
                
                
                (3,162,660
                )Balance
      at December 31, 2005
                
                
                62,954,256
                
                
                
                48,361
                
                
                
                45,043,012
                
                
                
                (4,866,348
                )
                
                
                40,225,025Common
      shares issued during the year:Options
      exercised for cash
                
                
                2,284,000
                
                
                
                2,285
                
                
                
                2,706,895
                
                
                
                --
                
                
                
                2,709,180Options
      exercised for notes receivable
                
                
                184,500
                
                
                
                185
                
                
                
                249,525
                
                
                
                --
                
                
                
                249,7102003
      Purchase Warrants exercised for cash
                
                
                785,500
                
                
                
                786
                
                
                
                1,962,964
                
                
                
                --
                
                
                
                1,963,750Share
      issuance costs
                
                
                --
                
                
                
                --
                
                
                
                (74,010
                )
                
                
                --
                
                
                
                (74,010
                )Stock-based
      compensation
                
                
                --
                
                
                
                --
                
                
                
                3,012,514
                
                
                
                --
                
                
                
                3,012,514Net
      loss and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,548,803
                )
                
                
                (1,548,803
                )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 and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (1,543,110
                )
                
                
                (1,543,110
                )Balance
      as at December 31, 2007
                
                
                72,205,756
                
                
                
                57,614
                
                
                
                82,791,057
                
                
                
                (9,278,261
                )
                
                
                73,570,410The
      accompanying notes are an integral part of these Consolidated Financial
      Statements





FS
8





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY (continued)Number
      of
                  Shares
                  #
                
                
                Capital Stock
                  $
                
                
                Additional
                  paid-in
      capital
                  $
                
                
                Accumulated
                  Deficit
                  $
                
                
                Stockholders'
                  Equity
                  $Balance
      from 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 and comprehensive loss for the year
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (12,263,915
                )
                
                
                (12,263,915
                )Balance
      as at December 31, 2008
                
                
                72,805,756
                
                
                
                58,214
                
                
                
                84,554,673
                
                
                
                (21,542,176
                )
                
                
                63,070,711The
      accompanying notes are an integral part of these Consolidated Financial
      Statements


FS
9





GEOGLOBAL
      RESOURCES INC.
                  (a
      development stage enterprise)
                  CONSOLIDATED
      STATEMENTS OF CASH FLOWSYear
      ended
                  Dec
      31, 2008
                  $
                
                
                Year
      ended
                  Dec
      31, 2007
                  $
                
                
                Year
      ended
                  Dec
      31, 2006
                  $
                
                
                Period
      from
                  Inception,
                  Aug
      21, 2002
                  to
      Dec 31, 2008
                  $Cash
      flows provided by (used in) operating activities:Net
      loss
                
                
                (13,313,915
                )
                
                
                (1,543,110
                )
                
                
                (1,548,803
                )
                
                
                (21,272,176
                )Adjustments
      to reconcile net loss to net cash used
                  in
      operating activities:Accretion
      expense
                
                
                32,202
                
                
                
                --
                
                
                
                --
                
                
                
                32,202Asset
      impairment
                
                
                10,098,015
                
                
                
                --
                
                
                
                --
                
                
                
                10,098,015Depreciation
                
                
                52,144
                
                
                
                55,425
                
                
                
                49,323
                
                
                
                318,879Gain
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (42,228
                )Stock-based
      compensation (note 10)
                
                
                626,257
                
                
                
                670,992
                
                
                
                1,588,289
                
                
                
                5,911,9022005
      Compensation Option and Warrant
                  modification  (note
      9)
                
                
                --
                
                
                
                240,000
                
                
                
                --
                
                
                
                240,000Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                (57,665
                )
                
                
                30,844
                
                
                
                (63,786
                )
                
                
                (154,642
                )Prepaids
      and deposits
                
                
                (144,834
                )
                
                
                (34,425
                )
                
                
                (25,514
                )
                
                
                (210,491
                )Accounts
      payable
                
                
                (279,417
                )
                
                
                293,007
                
                
                
                (23,720
                )
                
                
                48,241Accrued
      liabilities
                
                
                (78,342
                )
                
                
                406,513
                
                
                
                (10,013
                )
                
                
                361,658Due
      to related companies
                
                
                (33,236
                )
                
                
                32,547
                
                
                
                (210,847
                )
                
                
                (8,840
                )(3,098,791
                )
                
                
                151,793
                
                
                
                (245,071
                )
                
                
                (4,677,480
                )Cash
      flows provided by (used in) investing activities:Oil
      and natural gas property additions
                
                
                (16,073,528
                )
                
                
                (12,800,758
                )
                
                
                (6,739,386
                )
                
                
                (37,830,335
                )Property
      and equipment additions
                
                
                (50,067
                )
                
                
                (1,035,925
                )
                
                
                (142,924
                )
                
                
                (1,521,301
                )Proceeds
      on sale of equipment
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                82,800Cash
      acquired on acquisition
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                3,034,666Restricted
      deposits (note 4)
                
                
                (7,414,520
                )
                
                
                (964,711
                )
                
                
                (3,198,284
                )
                
                
                (11,970,000
                )Changes
      in investing assets and liabilities:Cash
      call receivable
                
                
                --
                
                
                
                --
                
                
                
                49,947
                
                
                
                --Prepaids
      and deposits
                
                
                2,827
                
                
                
                (34,395
                )
                
                
                --
                
                
                
                (31,568
                )Accounts
      payable
                
                
                1,218,424
                
                
                
                1,727,396
                
                
                
                1,763,478
                
                
                
                4,750,264Accrued
      liabilities
                
                
                2,053,611
                
                
                
                1,915,322
                
                
                
                --
                
                
                
                3,818,933(20,263,253
                )
                
                
                (11,193,071
                )
                
                
                (8,267,169
                )
                
                
                (39,516,541
                )Cash
      flows provided by (used in) financing activities:Proceeds
      from issuance of common shares
                
                
                660,000
                
                
                
                28,720,675
                
                
                
                4,922,640
                
                
                
                75,614,165Share
      issuance costs
                
                
                --
                
                
                
                (1,907,517
                )
                
                
                (74,010
                )
                
                
                (4,073,388
                )Changes
      in financing liabilities:Note
      payable
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (2,000,000
                )Accounts
      payable
                
                
                --
                
                
                
                --
                
                
                
                (10,800
                )
                
                
                61,078Due
      to related companies
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                26,980660,000
                
                
                
                26,813,158
                
                
                
                4,837,830
                
                
                
                69,628,835Net
      increase (decrease) in cash and cash equivalents
                
                
                (22,702,044
                )
                
                
                15,771,880
                
                
                
                (3,674,410
                )
                
                
                25,432,814Cash
      and cash equivalents, beginning of the year
                
                
                48,134,858
                
                
                
                32,362,978
                
                
                
                36,037,388
                
                
                
                --Cash
      and cash equivalents, end of the year
                
                
                25,432,814
                
                
                
                48,134,858
                
                
                
                32,362,978
                
                
                
                25,432,814Cash
      and cash equivalentsCurrent
      bank accounts
                
                
                365,726
                
                
                
                327,253
                
                
                
                316,329
                
                
                
                365,727Short
      term deposits
                
                
                25,067,088
                
                
                
                47,807,605
                
                
                
                32,046,649
                
                
                
                25,067,08825,432,814
                
                
                
                48,134,858
                
                
                
                32,362,978
                
                
                
                25,432,814Cash
      taxes paid during the year
                
                
                32,650
                
                
                
                26,050
                
                
                
                17,775
                
                
                
                98,163




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


FS
10
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


1.         Organization
and Nature of Operations




GeoGlobal
Resources Inc, headquartered in Calgary, Alberta, and its wholly owned
subsidiaries (collectively, the “Company”) is an independent energy company
focused on the exploration, development, and production of oil and natural gas
reserves in India.  The Company is a Delaware corporation whose common
stock is listed and traded on the American Stock Exchange under the ticker
symbol “GGR”.




On August
29, 2003 (the inception date), the Company commenced oil and gas exploration
activities.  As of December 31, 2008, the Company has not produced a
sustainable positive cash flow from its oil and gas
operations.  Accordingly, the Company’s activities have been accounted
for as those of a “Development Stage Enterprise” as set forth in SFAS No. 7,
“Accounting for Development Stage Entities.”  Among the disclosures
required by SFAS No. 7 are that the Company’s financial statements be identified
as those of a development stage company.  In addition, the statements
of operations, 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 in accordance with SFAS No. 7 until such time that the Company’s oil
and gas properties have generated significant revenues.





2.         Going
Concern




To date,
the Company has not earned revenue 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 and interest income.  The
recoverability of the costs incurred to date is uncertain and dependent upon
achieving 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 financial statements as at and for the year
ended December 31, 2008 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.  The Company incurred a
net loss of approximately $12.3 million, used approximately $3.1 million of cash
flow in its operating activities, used approximately $20.3 in its investing
activities for the year ended December 31, 2008 and had an accumulated deficit
of approximately $21.5 million as at December 31, 2008.  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
exploration commitments of $31.6 million over the next three
years.  The Company is considering various alternatives to remedy any
future shortfall in capital.  The Company 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.  As a result of the current global
financial crisis and lack of liquidity in the banking system, 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
expenditures.




As at
December 31, 2008, the Company has working capital of approximately $16.7
million which is available for the Company's future operations.  In
addition, the Company has $10.8 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
11
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


3.         Significant
Accounting Policies




Basis
of presentation


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.  All significant
inter-company balances and transactions have been eliminated in
consolidation.  Certain of the comparative amounts have been
reclassified to conform to current period presentation.




Property
and equipment


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 provided for 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.




Net
loss per share


Basic per
share amounts are computed by dividing net loss from operations 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 or converted 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.




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.




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 the
realizability of deferred tax assets.




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 period end to determine that the
carrying amounts of such financial instruments approximate fair value in all
cases.




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.




Foreign
currency translation


The
Company translates integrated foreign operations into the functional currency of
the parent.  Monetary assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at rates of exchange in effect at
the date of the balance sheet.  Non-monetary items are translated at
the rate of exchange in effect when the assets are acquired or obligations
incurred.  Revenues and expenses are translated at average rates in
effect during the period, with the exception of depreciation which is translated
at historic rates.  Exchange gains and losses are charged to
operations.




FS
12
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


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.




In
accordance with FIN 48, the Company will recognize interest and penalties
related to uncertain tax positions in income tax expense.




Stock-based
compensation plan


Compensation
cost for all share based payments are based on the grant date fair value
estimated in accordance with the provisions of SFAS 123R “Share-Based
Payment”.  Compensation cost 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.  These transactions are accounted for 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 method, or the share-based
payment liability for the liability method.  Upon exercise of stock
options, the consideration paid upon exercise is recorded as additional value of
common shares and the amount previously recognized in additional paid-in capital
is reclassified to common shares.




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 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
year-end prices 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
charged to the statement of operations until such time that the Company has
proven reserves, and then costs will be transferred to the full cost pool and
are then subject to depletion.




FS
13
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


3.         Significant
Accounting Policies (continued)




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 present 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.




Concentration
of risk


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




Recent Accounting
Pronouncements





Statement
161, issued March 2008 amends FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities and requires companies with derivative
instruments to disclose information about how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under Statement 133, and how derivative instruments and related hedged items
affect a company’s financial position, financial performance, and cash
flows.  The required disclosures include the fair value of derivative
instruments and their gains or losses in tabular format, information about
credit-risk related contingent features in derivative agreements, counterparty
credit risk, and the company’s strategies and objectives for using derivative
instruments.  The Statement expands the current disclosure framework
in Statement 133.  Statement 161 is effective prospectively for
periods beginning on or after November 15, 2008.  The Company plans to
provide these additional disclosures in the first quarter of 2009.




In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”. SFAS 157
defines fair value, establishes a framework for measuring fair value under US
GAAP and expands disclosures about fair value measurements.  This
statement is effective for fiscal years beginning after November 15,
2007.  In February 2008, the FASB issued FASB Staff Position (“FSP”)
SFAS 157-2 which delayed the effective date of SFAS 157 for all non-financial
assets and non-financial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until fiscal years beginning after November 15, 2008, and
interim periods within those fiscal years.  These non-financial items
include assets and liabilities such as reporting units measured at fair value in
a goodwill impairment test, asset retirement obligations and non-financial
assets acquired and liabilities assumed in a business combination.




In
October 2008, the FASB also issued FSP SFAS 157-3, “Determining the Fair Value
of a Financial Asset When the Market for That Asset Is Not Active,” which
clarifies the application of SFAS 157 in an inactive market and illustrates how
an entity would determine fair value when the market for a financial asset is
not active.  Effective January 1, 2008, the Company adopted
SFAS 157 for financial assets and liabilities.  The partial
adoption of SFAS 157 for financial assets and liabilities did not have a
material impact on the Company’s consolidated financial position, results of
operations or cash flows.  See Note 11 for information and related
disclosures.




Beginning
January 1, 2009, the Company will adopt the provisions for non-financial assets
and non-financial liabilities that are not required or permitted to be measured
at fair value on a recurring basis, which include those measured at fair value
in indefinite-lived intangible assets measured at fair value for impairment
assessment, non-financial long-lived assets measured at fair value for
impairment assessment, asset retirement obligations initially measured at fair
value, and those initially measured at fair value in a business
combination.  The Company currently does not have any financial assets
that are valued using inactive markets, and as a result, the Company is not
impacted by the issuance of FSP No. SFAS 157-3.




In
February 2007, the FASB issued SFAS 159,The Fair Value Option for Financial
Assets and Financial Liabilities Including an Amendment of FASB Statement
No. 115  (SFAS 159), which permits entities to choose to
measure many financial instruments and certain other items at fair value (Fair
Value Option).  Election of the Fair Value Option is made on an
instrument-by-instrument basis and is irrevocable.  At the adoption
date, unrealized gains and losses on financial assets and liabilities for which
the Fair Value Option has been elected would be reported as a cumulative
adjustment to beginning retained earnings.




Following
the election of the Fair Value Option for certain financial assets and
liabilities, the Company would report unrealized gains and losses due to changes
in fair value in earnings at each subsequent reporting date.  The
Company adopted this statement January 1, 2008 and did not elect the fair
value option for any of its eligible financial instruments or other items. 
As such, the adoption had no impact on the consolidated financial
statements.




FS
14
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


3.           Significant
Accounting Policies (continued)




In
December 2007, the FASB issued FAS No. 141(R), Business
Combinations.  FAS 141(R) replaces FAS No. 141, Business
Combinations.  FAS 141(R) retains the purchase method of accounting
for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in purchase accounting.  It also
changes the recognition of assets acquired and liabilities assumed arising from
contingencies and requires the expensing of acquisition-related costs as
incurred.  Generally, FAS 141(R) is effective on a prospective basis
for all business combinations completed on or after January 1,
2009.  The Company does not expect the adoption of FAS 141(R) to have
a material impact on the Company’s financial position or results of operations,
provided that the Company does not undertake a significant acquisition or
business combination.




In
December 2007, the FASB Issued FAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51” (“FAS No. 160”), which improves the relevance, comparability
and transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years
beginning after December 15, 2008. The Company does not expect the adoption
of FAS No. 160 to have a material impact on the Company’s consolidated
financial position, results of operations or cash flows.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles”.  The adoption of this statement is not expected to have a
material effect on the Company’s consolidated financial statements.




Modernization
of Oil and Gas Reporting


On
December 31, 2008, the United States Securities and Exchange Commission (“SEC”)
released Final Rule, Modernization of Oil and Gas Reporting to revise the
existing Regulation S-K and Regulation S-X reporting requirements to align with
current industry practices and technological advances.  Many of the
revisions are updates to definitions in the existing oil and gas accounting
rules to make them consistent with the petroleum resource management system,
which is a widely accepted standard for the management of petroleum resources
that was developed by several industry organizations.  Key revisions
include (a) permitting the use of new technologies to determine proved reserves
if those technologies have been demonstrated empirically to lead to reliable
conclusions about reserves volumes; (b) allow companies to disclose in SEC filed
documents their probable and possible reserves to investors (currently, the SEC
rules limit disclosure to only proved reserves);  (c) require
companies to report the independence and qualifications of a reserves preparer
or auditor; (d) file reports when a third party is relied upon to prepare
reserves estimates or conducts a reserves audit; and (e) report oil and gas
reserves using an average price based upon the prior 12-month period rather than
year-end prices.  The SEC will require companies to comply with the
amended disclosure requirements for registration statements filed after January
1, 2010, and for annual reports on Form 10-K for fiscal years ending on or after
December 15, 2009.  Early adoption is not permitted.  The
Company is currently assessing the impact that the adoption will have on the
Company’s disclosures, operating results, financial position and cash
flows.





FS
15
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


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 program 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, 2008
                
                
                December
      31, 2007$
                
                
                
                $Exploration
      Blocks - IndiaMehsana
                
                
                160,000
                
                
                
                155,000Sanand/Miroli
                
                
                1,300,000
                
                
                
                920,000Ankleshwar
                
                
                1,490,000
                
                
                
                950,000Tarapur
                
                
                940,000
                
                
                
                940,000DS
      03
                
                
                450,000
                
                
                
                175,000DS
      04
                
                
                215,000
                
                
                
                175,000KG
      Onshore
                
                
                3,695,000
                
                
                
                --RJ
      20
                
                
                1,475,000
                
                
                
                --RJ
      21
                
                
                1,075,000
                
                
                
                --Exploration
      Blocks – EgyptBlock
      6 N. Hap’y
                
                
                --
                
                
                
                900,000Block
      8 South Diyur
                
                
                --
                
                
                
                270,000Other
                
                
                --
                
                
                
                70,48010,800,000
                
                
                
                4,555,480





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, 2008
                  $
                
                
                December
      31, 2007
                  $Oil
      and natural gas properties (using the full-cost method)Unproved
      properties
                
                
                44,182,707
                
                
                
                26,093,019Proved
      properties
                
                
                --
                
                
                
                --Total
      oil and natural gas properties
                
                
                44,182,707
                
                
                
                26,093,019Building
                
                
                889,609
                
                
                
                889,609Computer,
      office and other equipment
                
                
                548,893
                
                
                
                498,825Total
      property and equipment
                
                
                45,621,209
                
                
                
                27,481,452Impairment
      of oil and natural gas properties
                
                
                (10,098,015
                )
                
                
                --Accumulated
      depreciation
                
                
                (362,380
                )
                
                
                (224,507
                )Total
      property and equipment, net
                
                
                35,160,814
                
                
                
                27,256,945




The
unproved oil and natural gas properties consist of contract interests in 10
exploration blocks held in India.  These blocks are at various stages
of exploration and are not being depleted pending determination of existence of
proved reserves.




The
Company has capitalized $1,081,469 (2007 - $2,218,054) of general and
administrative expenses directly related to exploration activities, including
$477,959 (2007 - $852,004) of stock-based compensation expense.  In
addition, the Company has capitalized $85,728 (2007 - $Nil) of support equipment
depreciation.




FS
16
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


5.         Property
and Equipment (continued)




Impairment
of Oil and Gas Properties


For the
year ended December 31, 2008, the Company charged $10,098,015 (December 31, 2007
- $Nil and December 31, 2006 - $Nil) to the statement of operations for
impairment charges.




The
Company entered into a Joint Bidding Agreement with two additional parties to
bid on two exploration blocks in the Arab Republic of Egypt.  The
agreement provided that the Company was to receive a 30% participating interest
in any PSCs entered into.  The Company entered into two agreements
with one of its co-parties whereby the Company assigned to the co-party all the
Company's rights to receive a 30% participating interest in the exploration
blocks awarded in exchange for an option exercisable on or before April 30, 2008
(subsequently extended to June 15, 2008) to reacquire all or a portion of those
rights.




The
Option Agreement expired and the Company determined the value of the Egyptian
blocks to be impaired at June 30, 2008 and charged $3,652,461 to the statement
of operations.  The amount of the impairment includes the value of the
capitalized costs and the value of the related non-refundable bank
guarantees.




The
Company determined that the carrying values of the Oman and Yemen blocks were
impaired as the Company has no current plans to further explore these
areas.  As a result, $112,554 was charged to the statement of
operations during the second quarter of 2008.





6.         Asset
Retirement Obligation




Asset
retirement obligations are recorded for an obligation 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, 2008
                  $
                
                
                December
      31, 2007
                  $Asset
      retirement obligation at beginning of year
                
                
                318,922
                
                
                
                --Liabilities
      incurred
                
                
                282,474
                
                
                
                318,922Accretion
      expense
                
                
                32,202
                
                
                
                --Asset
      retirement obligation at end of year
                
                
                633,598
                
                
                
                318,922




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
8.0% (2007 – 8.0%).  The total undiscounted amount of the estimated
cash flows required to settle the obligations is $1,297,000 (2007 –
$689,000).  The obligations will be settled on an ongoing basis over
the useful lives of the operating assets, which extend up to 10 years in the
future.





7.         Fair
Value Measurements




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.




As
defined in SFAS 157, 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).  SFAS 157
establishes a fair value hierarchy that prioritizes the inputs used to measure
fair value.  The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1
measurement) and the lowest priority to unobservable inputs (level 3
measurement).




FS
17
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


7.         Fair
Value Measurements (continued)




The three
levels of the fair value hierarchy defined by SFAS 157 are as
follows:




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.




Cash and
cash equivalents, accounts receivable, restricted deposits, accounts payable,
accrued liabilities and amounts due to related companies are carried at fair
value.





8.         Capital
Stock




Private
Placement


During
June 2007, GeoGlobal completed the sale of 5,680,000 Units of its securities at
$5.00 per Unit for aggregate gross cash proceeds of $28,400,000.




Each Unit
is comprised of one common share and one half of one warrant.  One
full warrant (2007 Stock Purchase Warrant) entitles the holder to purchase one
additional common share for $7.50, for a term of two years expiring June 20,
2009.  In addition, compensation options (2007 Compensation Options)
were issued to the placement agents entitling them to purchase an aggregate of
340,800 common shares at an exercise price of $5.00 per share until June 20,
2009.  The 2007 Stock Purchase Warrants and the 2007 Compensation
Options are subject to accelerated expiration in the event that the price of the
Company's common shares on the American Stock Exchange is $12.00 or more for 20
consecutive trading days, the resale of the shares included in the Units and the
shares issuable on exercise of the 2007 Stock Purchase Warrants and the 2007
Compensation Options have been registered under the US Securities Act of 1933,
as amended (the Act), and the hold period for Canadian subscribers has
expired.  In such events, the term will be reduced to 30 days from the
date of issuance of a news release announcing such accelerated expiration of the
term.  At December 31, 2008 since not all such events have occurred,
the accelerated expiration of the term for the 2007 Stock Purchase Warrants and
the 2007 Compensation Options has not been triggered.




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.  The final 5.0
million shares remain in escrow and will be released only if a commercial
discovery as defined under the PSC is declared on the KG Offshore
Block.




The terms
of the transaction provide that Mr. Roy has the right to vote all 34.0 million
shares following the closing, including the shares during the period that are
held in escrow.  Shares not released from the escrow will be surrendered
back to the Company.





FS
18
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


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 a reduction to share capital with a
corresponding increase recorded to Warrants.  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,
2008, 2007 and 2006:


2008
                
                
                2007
                
                
                2006Warrants
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Warrants
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Warrants
                  #
                
                
                Weighted
      Average Exercise Price
                  $Outstanding
      warrants at the
                  beginning
      of year
                
                
                5,599,716
                
                
                
                7.60
                
                
                
                2,418,916
                
                
                
                8.80
                
                
                
                3,204,416
                
                
                
                7.25Warrants
      granted
                
                
                --
                
                
                
                --
                
                
                
                3,180,800
                
                
                
                6.70
                
                
                
                --
                
                
                
                --Warrants
      exercised
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                (785,500
                )
                
                
                2.50Warrants
      outstanding at the
                  end
      of year
                
                
                5,599,716
                
                
                
                7.60
                
                
                
                5,599,716
                
                
                
                7.60
                
                
                
                2,418,916
                
                
                
                8.80Exercisable
      at end of year
                
                
                5,599,716
                
                
                
                7.60
                
                
                
                5,599,716
                
                
                
                7.60
                
                
                
                2,418,916
                
                
                
                8.80




The
weighted average remaining life by exercise price as of December 31, 2008 is
summarized below:




Warrants
              
              Outstanding
      and
                Exercisable
                #
              
              
              Weighted
      Average Remaining Life
                (Months)
              
              
              Weighted
      Average Exercise Price
                $Compensation
      Options
              
              
              535,944
              
              
              
              5.6
              
              
              
              7.31Compensation
      Warrants
              
              
              97,572
              
              
              
              5.6
              
              
              
              9.00Warrants
              
              
              4,966,200
              
              
              
              5.6
              
              
              
              9.445,599,716
              
              
              
              5.6
              
              
              
              7.60




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, 2009.  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, 2009; and




Warrants
enable the holder to purchase one fully-paid non-assessable common share of the
Company at a specified price up to June 20, 2009.




FS
19
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


9.         Warrants
(continued)




Warrant
Modification


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
Company has recorded the incremental difference in the fair value of these
instruments immediately prior to and after the modification.  The fair
value of the instruments was determined using a Black-Scholes option-pricing
model using the following assumptions prior to and as at the date of
extension:




September
      6, 2007
              September
      9, 2007Risk-free
      interest rate
              4.28%
              4.08%Expected
      life
              4
      days
              22
      monthsContractual
      life
              4
      days
              22
      monthsExpected
      volatility
              134%
              75%Expected
      dividend yield
              0%
              0%




The
resulting incremental fair value of $1,320,000 associated with the 2005 Stock
Purchase Warrants held by shareholders was recorded as a charge to the deficit,
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, with a corresponding
entry to additional paid-in capital.





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.




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


On July
29, 2008 at the Annual Meeting of Stockholders, the shareholders of the Company
approved the adoption of the 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, 2008, the
company had 10,625,000 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.




FS
20
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


10.         Stock
Options (continued)




Stock-based
compensation


The
Company adopted SFAS 123(R), using the modified-prospective-transition method on
January 1, 2006.  Under this method, the Company is required to
recognize compensation cost for stock-based compensation arrangements with
employees, non-employee consultants and non-employee directors based on their
grant date fair value using the Black-Scholes option-pricing model, such cost to
be expensed over the compensations’ respective vesting periods.  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 non-employee directors:




Year
      ended
                Dec
      31, 2008
                $
              
              
              Year
      ended
                Dec
      31, 2007
                $
              
              
              Year
      ended
                Dec
      31, 2006
                $
              
              
              Period
      from
                Inception,
                Aug
      21, 2002
                to
      Dec 31, 2008
                $Stock-based
      compensationConsolidated
      Statements of Operations
                and Comprehensive LossGeneral
      and administrative
              
              
              674,547
              
              
              
              929,824
              
              
              
              1,048,477
              
              
              
              2,652,850Consulting
      fees
              
              
              (48,290
              )
              
              
              (258,832
              )
              
              
              539,812
              
              
              
              3,259,052626,257
              
              
              
              670,992
              
              
              
              1,588,289
              
              
              
              5,911,902Consolidated
      Balance SheetsOil
      and gas interests
              
              
              477,959
              
              
              
              852,004
              
              
              
              1,424,225
              
              
              
              4,495,2481,104,216
              
              
              
              1,522,996
              
              
              
              3,012,514
              
              
              
              10,407,150




At
December 31, 2008, the total compensation cost related to non-vested awards not
yet recognized was $1,719,349 (December 31, 2007 – $1,348,523 and December 31,
2006 - $2,485,620) which will be recognized over a weighted-average period of
2.3 years.  During the years ended December 31, 2008 and December 31,
2007, cash received on exercise of stock options was $660,000 and $320,675
respectively.




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.




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, 2008
              Year
      ended
                Dec
      31, 2007
              Year
      ended
                Dec
      31, 2006Fair
      value of stock options granted
              $1.25
              $1.50
              $2.09Risk-free
      interest rate
              1.3%
              4.6%
              4.1%Volatility
              102.0%
              63.9%
              73.5%Expected
      life
              3.8
      years
              1.3
      years
              1.4
      yearsDividend
      yield
              0%
              0%
              0%







FS
21
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


10.         Stock
Options (continued)




Stock
option table


Activity
with respect to all stock options is presented below for the years ended
December 31, 2008, 2007 and 2006:


2008
                
                
                2007
                
                
                2006Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $
                
                
                Shares
                  #
                
                
                Weighted
      Average Exercise Price
                  $Outstanding
      options at beginning of year
                
                
                4,470,000
                
                
                
                4.04
                
                
                
                3,517,500
                
                
                
                3.37
                
                
                
                3,761,000
                
                
                
                1.49Options
      granted
                
                
                1,575,000
                
                
                
                1.94
                
                
                
                1,455,000
                
                
                
                5.15
                
                
                
                2,255,000
                
                
                
                4.10Options
      exercised
                
                
                (600,000
                )
                
                
                1.10
                
                
                
                (317,500
                )
                
                
                1.01
                
                
                
                (2,468,500
                )
                
                
                1.20Options
      expired
                
                
                (110,000
                )
                
                
                6.50
                
                
                
                (35,000
                )
                
                
                1.01
                
                
                
                (30,000
                )
                
                
                1.18Forfeitures
      and other adjustments
                
                
                (10,000
                )
                
                
                7.52
                
                
                
                (150,000
                )
                
                
                6.11
                
                
                
                --
                
                
                
                --Options
      outstanding at end of year
                
                
                5,325,000
                
                
                
                3.69
                
                
                
                4,470,000
                
                
                
                4.04
                
                
                
                3,517,500
                
                
                
                3.37Outstanding
      aggregate intrinsic value
                
                $
                --
                
                
                
                
                
                
                $
                4,554,000
                
                
                
                
                
                
                $
                15,775,000Exercisable
      at end of year
                
                
                3,610,000
                
                
                
                4.37
                
                
                
                3,020,833
                
                
                
                3.62
                
                
                
                1,679,166
                
                
                
                2.73Exercisable
      aggregate intrinsic value
                
                $
                --
                
                
                
                
                
                
                $
                4,339,000
                
                
                
                
                
                
                $
                8,594,933





The
weighted average remaining life by exercise price as of December 31, 2008 is
summarized below:




Range
      of Exercise Prices
                $
              Outstanding
      Shares
                #
              Weighted
      Average Remaining Life
                (Months)
              Exercisable
      Shares
                #
              Weighted
      Average Exercise Price
                $1.00
      - 2.99
              1,375,000
              36.0
              60,000
              1.723.00
      - 4.99
              2,375,000
              58.0
              2,105,000
              3.925.00
      - 5.99
              1,505,000
              42.9
              1,375,000
              5.046.00
      - 6.99
              50,000
              81.1
              50,000
              6.817.00
      - 7.99
              20,000
              10.8
              20,000
              7.525,325,000
              48.1
              3,610,000
              4.37





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.




FS
22
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


11.         Related
Party Transactions (continued)




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, 2008 and continues for successive periods of one year
thereafter.  Roy Group receives consideration of $350,000 per year, as
outlined and recorded below:




Year
      ended
                Dec
      31, 2008
              
              
              Year
      ended
                Dec
      31, 2007
              
              
              Year
      ended
                Dec
      31, 2006
              
              
              Period
      from
                Inception,
                Aug
      21, 2002
                to
      Dec 31, 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations and Comprehensive LossConsulting
      fees
              
              
              175,000
              
              
              
              70,000
              
              
              
              70,000
              
              
              
              443,667Consolidated
      Balance SheetsOil
      & gas interests
              
              
              175,000
              
              
              
              280,000
              
              
              
              280,000
              
              
              
              1,249,666350,000
              
              
              
              350,000
              
              
              
              350,000
              
              
              
              1,693,333




No
options were granted during the year ended December 31, 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
                
                
                
                80,821
                
                
                
                114,100Consolidated
      Balance SheetsOil
      & gas interests
                
                
                --
                
                
                
                133,117
                
                
                
                323,283
                
                
                
                456,400--
                
                
                
                166,396
                
                
                
                404,104
                
                
                
                570,500




At
December 31, 2008, the Company owed Roy Group $35,800 (December 31, 2007 -
$33,192) 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
23
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


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, 2008
              
              
              Year
      ended
                Dec
      31, 2007
              
              
              Year
      ended
                Dec
      31, 2006
              
              
              Period
      from
                Inception,
                Aug
      21, 2002
                to
      Dec 31, 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations and Comprehensive LossConsulting
      fees
              
              
              212,750
              
              
              
              185,000
              
              
              
              185,000
              
              
              
              914,465




No
options were granted during the year ended December 31, 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
                
                
                
                404,104
                
                
                
                570,500




At
December 31, 2008, the Company was owed $16,626 (December 31, 2007 – Company
owed DI $26,007) 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, 2008
              
              
              Year
      ended
                Dec
      31, 2007
              
              
              Year
      ended
                Dec
      31, 2006
              
              
              Period
      from
                Inception,
                Aug
      21, 2002
                to
      Dec 31, 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Consolidated
      Statements of Operations and Comprehensive LossConsulting
      fees
              
              
              89,204
              
              
              
              55,347
              
              
              
              56,257
              
              
              
              284,911




On
December 18, 2008, 60,000 options were granted to the principle 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
                
                
                (30,580
                )
                
                
                (116,426
                )
                
                
                269,906
                
                
                
                585,625




At
December 31, 2008, the Company owed Amicus $13,745 (December 31, 2007 - $6,953)
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
24
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


12.         Per
Share Amounts




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




Year
      ended
                  Dec
      31, 2008
                  $
                
                
                Year
      ended
                  Dec
      31, 2007
                  $
                
                
                Year
      ended
                  Dec
      31, 2006
                  $Net
      income (loss) as per financial statements
                
                
                (13,313,915
                )
                
                
                (1,543,110
                )
                
                
                (1,548,803
                )Less
      warrant modification
                
                
                --
                
                
                
                (1,320,000
                )
                
                
                --Net
      loss for the year
                
                
                (13,319,915
                )
                
                
                (2,863,110
                )
                
                
                (1,548,803
                )Weighted
      average number of common shares
                  outstanding:Basic
                
                
                67,407,395
                
                
                
                64,389,605
                
                
                
                59,763,629Impact
      of securities convertible into common shares
                
                
                502,013
                
                
                
                854,635
                
                
                
                1,893,726Diluted
                
                
                67,909,408
                
                
                
                65,244,240
                
                
                
                61,657,355Per
      share amountsBasic
      and diluted
                
                
                (0.20
                )
                
                
                (0.04
                )
                
                
                (0.03
                )Securities
      excluded from denominator as anti-dilutive:Stock
      options
                
                
                3,950,000
                
                
                
                1,695,000
                
                
                
                30,000Warrants
                
                
                4,966,200
                
                
                
                4,966,200
                
                
                
                2,126,200Compensation
      options
                
                
                535,944
                
                
                
                535,944
                
                
                
                --Compensation
      option warrants
                
                
                97,572
                
                
                
                97,527
                
                
                
                --9,549,716
                
                
                
                7,294,671
                
                
                
                2,156,200




In
calculating the weighted average number of common shares outstanding, the
5,000,000 shares currently held in escrow have been excluded.




FS
25
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


13.         Income
Taxes




Income
tax expense


The
Company or one of its subsidiaries operates in the United States, Canada,
Barbados and India.  The income tax expense (recovery) 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, 2008
              
              
              Year
      ended
                Dec
      31, 2007
              
              
              Year
      ended
                Dec
      31, 2006
              
              
              Period
      from
                Inception,
                Aug
      21, 2002
                to
      Dec 31, 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Net
      loss
              
              
              (13,313,915
              )
              
              
              (1,543,110
              )
              
              
              (1,548,803
              )
              
              
              (21,272,176
              )Expected
      tax rate
              
              
              35.0
              %
              
              
              35.0
              %
              
              
              35.0
              %
              
              
              35.0
              %Expected
      income tax recovery
              
              
              (4,659,870
              )
              
              
              (540,089
              )
              
              
              (542,081
              )
              
              
              (7,446,245
              )Excess
      of expected tax rate over tax
                rate
      of  foreign affiliates
              
              
              3,472,516
              
              
              
              207,595
              
              
              
              90,323
              
              
              
              3,907,733Non-deductible
      expenditures
              
              
              256,544
              
              
              
              256,147
              
              
              
              605,618
              
              
              
              2,228,697Utilization
      of non-capital losses
              
              
              --
              
              
              
              --
              
              
              
              (112,501
              )
              
              
              (112,501
              )Expiry
      of capital  losses
              
              
              2,061,731
              
              
              
              --
              
              
              
              --
              
              
              
              2,061,731Acquisition
      of losses
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              (4,355,268
              )Other
              
              
              (16,049
              )
              
              
              29,289
              
              
              
              92,455
              
              
              
              229,038(1,114,872
              )
              
              
              (47,058
              )
              
              
              133,814
              
              
              
              (3,486,815
              )Valuation
      allowance
              
              
              1,114,872
              
              
              
              47,058
              
              
              
              (133,814
              )
              
              
              3,486,815Provision
      for income taxes
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --




The
Company adopted FIN 48, effective January 1, 2007.  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.  There was no interest or penalties recognized as of the date of
adoption or for the twelve months ended December 31, 2008.  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 2002.  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 carry forwards and temporary
differences between the financial statement basis and tax basis of assets and
liabilities are summarized as follows:




December
      31, 2008
                  $
                
                
                December
      31, 2007
                  $Difference
      between tax base and reported amounts of depreciable
assets
                
                
                12,980
                
                
                
                (83,552
                )Non-capital
      loss carry forwards
                
                
                3,473,835
                
                
                
                2,623,508Capital
      loss carry forwards
                
                
                --
                
                
                
                2,061,7313,486,815
                
                
                
                4,601,687Valuation
      allowance
                
                
                (3,486,815
                )
                
                
                (4,601,687
                )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” under
FAS 109 and as a result, a valuation allowance has been recorded to off-set the
net deferred tax asset at December 31, 2008.


FS
26
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


13.         Income
Taxes (continued)






Loss
carry forwards


At
December 31, 2008, 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
            8,516,000
            2023Canada
            1,013,000
            2015Barbados
            1,674,000
            2012India
            450,000
            201611,653,000




At
December 31, 2008, $5,890,659 of capital loss carry forwards to reduce capital
gains for US income tax purposes expired.





14.         Segmented
Information




The
majority 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.  The following
information relates to the Company’s geographic areas of operation.




December
      31, 2008
                  $
                
                
                December
      31, 2007
                  $Oil
      and natural gas propertiesIndia
                
                
                35,194,692
                
                
                
                23,533,404Egypt
                
                
                --
                
                
                
                2,447,061Oman
      and Yemen
                
                
                --
                
                
                
                112,55435,194,692
                
                
                
                26,093,019





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,
Canada which expires April 2009.




The
anticipated payments due under these agreements in effect at December 31, 2008
are as follows:




Operating
      Leases
                
                
                Production
      Sharing Contracts$
                
                
                
                $2009
                
                
                48,000
                
                
                
                9,100,0002010
                
                
                --
                
                
                
                9,100,0002011
                
                
                --
                
                
                
                13,400,0002012
                
                
                --
                
                
                
                --2013
                
                
                --
                
                
                
                --Thereafter
                
                
                --
                
                
                
                --48,000
                
                
                
                31,600,000




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 $2.6 million in 2009, $0.9
million in 2010 and $11.1 million in 2011.  To date, the approval has
not been granted.





FS
27
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


16.         Contingencies
- Carried Interest Agreement Dispute




The
Company has been engaged in discussions with GSPC seeking a resolution to this
dispute however, no agreement has been reached as of March 20,
2009.  The Company has been advised by GSPC, that GSPC is seeking
payment of the amount by which the exploration costs attributable to the Company
under the PSC relating to the KG Offshore Block exceeds the amount that GSPC
deems it is obligated to pay on behalf of the Company (including the net 5%
participating interest of RGM) under the terms of the Carried Interest
Agreement.  GSPC asserts that the Company is required to pay 10% of
the exploration expenses over and above gross costs of $59.23 million (10% being
$5.923 million).




Based
upon the most recent letter dated November 28, 2008 received from GSPC, GSPC is
seeking payment in the amount of Rs. 365.9 crore (or approximately $78.7
million) as of September 30, 2008, of which, 50% is for the account of
RGM.




The
Company has advised GSPC that, under the terms of the Carried Interest
Agreement, the PSC, and the Joint Operating Agreement dated August 7, 2003, GSPC
has no right to seek the payment and that it believes the payment GSPC is
seeking is in breach of the Carried Interest Agreement.  The Company
further reminded GSPC, that the Company under the terms of the Carried Interest
Agreement shall be carried by GSPC for 100% of its entire share of any costs
during the exploration phase prior to the start of commercial
production.  The Company obtained the opinion of external Indian legal
counsel which supports management's position with respect to the
dispute.




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.




Based
upon a letter dated November 5, 2008 received from GSPC, estimated gross costs
for the twelve month period October 1, 2008 to September 30, 2009 is
approximately $750 million.  Accordingly, GSPC is expected to incur
additional costs of approximately $75.0 million (10% participating interest) on
behalf of the Company (including the 5% participating interest for RGM) under
the terms of the Carried Interest Agreement.





17.           Supplementary
Disclosures about Oil and Gas Production Activities (Unaudited)




The
following information about the Company’s oil and gas activities is presented in
accordance with U.S. Statement of Financial Accounting Standards No. 69,
“Disclosures about Oil and Gas Producing Activities”.


Reserve
quantity information


The
Company has no proved developed or undeveloped reserves.


Capitalized
costs


Unevaluated
                $
              
              
              Proved
                $
              
              
              Accumulated
      DD&A and Valuation
                Allowances
                $
              
              
              Total
                Capitalized
                Costs
                $December
      31, 2008India
              
              
              35,134,692
              
              
              
              --
              
              
              
              --
              
              
              
              35,134,692Egypt
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Oman
      and Yemen
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Total
      capitalized costs
              
              
              35,134,692
              
              
              
              --
              
              
              
              --
              
              
              
              35,134,692December
      31, 2007India
              
              
              23,533,403
              
              
              
              --
              
              
              
              --
              
              
              
              23,533,403Egypt
              
              
              2,447,062
              
              
              
              --
              
              
              
              --
              
              
              
              2,447,062Oman
      and Yemen
              
              
              112,553
              
              
              
              --
              
              
              
              --
              
              
              
              112,553Total
      capitalized costs
              
              
              26,093,018
              
              
              
              --
              
              
              
              --
              
              
              
              26,093,018December
      31, 2006India
              
              
              12,121,334
              
              
              
              --
              
              
              
              --
              
              
              
              12,121,334Egypt
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Oman
      and Yemen
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Total
      capitalized costs
              
              
              12,121,334
              
              
              
              --
              
              
              
              --
              
              
              
              12,121,334





FS
28
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


17.         Supplementary
Disclosures about Oil and Gas Production Activities (Unaudited)
(continued)


Costs
incurred


India
                  $
                
                
                Egypt
                  $
                
                
                Other
                  $
                
                
                Total
                  $Total
      costs incurred before DD&AYear
      ended December 31, 2008Property
      acquisition costsProved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Unproved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Exploration
      costs
                
                
                16,833,961
                
                
                
                --
                
                
                
                --
                
                
                
                16,833,961Development
      costs
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Total
      costs incurred
                
                
                16,833,961
                
                
                
                --
                
                
                
                --
                
                
                
                16,833,961Year
      ended December 31, 2007Property
      acquisition costsProved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Unproved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Exploration
      costs
                
                
                11,383,979
                
                
                
                2,447,062
                
                
                
                112,553
                
                
                
                13,943,594Development
      costs
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Total
      costs incurred
                
                
                11,383,979
                
                
                
                2,447,062
                
                
                
                112,553
                
                
                
                13,943,594Year
      ended December 31, 2006Property
      acquisition costsProved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Unproved
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Exploration
      costs
                
                
                8,163,611
                
                
                
                --
                
                
                
                
                
                
                
                8,163,611Development
      costs
                
                
                --
                
                
                
                --
                
                
                
                --
                
                
                
                --Total
      costs incurred
                
                
                8,163,611
                
                
                
                --
                
                
                
                --
                
                
                
                8,163,611


Results
of operations for producing activities


The
Company had no production in 2008, 2007 or 2006.


Standardized
measure of discounted future net cash flows


The
Company had no proved reserves as of December 31, 2008, 2007 or
2006.


FS
29
 GeoGlobal
Resources Inc.
 (a
development stage enterprise)
 Notes
to the Consolidated Financial Statements
 December
31, 2008


18.         Selected
Quarterly Information (Unaudited)




The
following represents selected quarterly financial information:




For
      the three months endedMarch
      31
                
                
                June
      30
                
                
                September
      30
                
                
                December
      31$
                
                
                
                $
                
                
                
                $
                
                
                
                $2008Interest
      income
                
                
                449,002
                
                
                
                242,849
                
                
                
                230,006
                
                
                
                226,622Net
      earnings (loss) and comprehensive
                  earnings
      (loss)
                
                
                (504,302
                )
                
                
                (4,783,990
                )
                
                
                (735,980
                )
                
                
                (7,289,643
                )Net
      earnings (loss) per share
                  –
      basic and diluted
                
                
                (0.01
                )
                
                
                (0.07
                )
                
                
                (0.01
                )
                
                
                (0.11
                )2007Interest
      income
                
                
                435,693
                
                
                
                421,199
                
                
                
                694,292
                
                
                
                614,736Net
      earnings (loss) and comprehensive earnings (loss)
                
                
                (366,797
                )
                
                
                (149,395
                )
                
                
                (244,409
                )
                
                
                (782,509
                )Net
      earnings (loss) per share
                  –
      basic and diluted
                
                
                (0.01
                )
                
                
                0.00
                
                
                
                (0.02
                )
                
                
                (0.01
                )





















FS
30























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
      26, 2009/s/ Allan J. Kent
              Allan
      J. Kent
            
            Executive
      Vice President, Chief Financial Officer, “Chief Accounting Officer” and
      Director
            
            March
      26, 2009/s/ Brent J. Peters
              Brent
      J. Peters
            
            Director
            
            March
      26, 2009/s/ Peter R. Smith
              Peter
      R. Smith
            
            Chairman
      of the Board and Director
            
            March
      26, 2009/s/ Michael J. Hudson
              Michael
      J. Hudson
            
            Director
            
            March
      26, 2009/s/ Dr. Avinash Chandra
              Dr.
      Avinash Chandra
            
            Director
            
            March
      26, 2009