**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
      10-QSB**


x QUARTERLY
            REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
            1934
 
 For
        the
        quarterly period ended November 30,
        2006
 
 o TRANSITION
            REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For
        the
        transition period from _________________to_________________
 
 Commission
        file number 000-52309


**Georgia
                Exploration, Inc.**(Exact
                name of small business issuer as specified in its
                charter)





**Nevada**
            
            **98-0489324**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)





**4801
                Woodway Drive, Suite 306W****Houston,
                Texas 77056**(Address
                of principal executive offices)




**(713)
                355-7001**(Issuer's
                telephone number)





**1776
                Ocean Park Road, Surrey, British Columbia, Canada, V4A
                3L9****Former
                Fiscal Year End March 31**(Former
                name, former address and former fiscal year, if changed since last
                report)





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










**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a
      court.     Yes o No o





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





Registrant
      is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o ;   No x





The
      number of shares outstanding of the issuer’s common equity as of January 15,
      2007, was 42,000,000
      shares of common stock, par value par value $0.001.





Transitional
      Small Business Disclosure Format (Check one):
     Yes o No x





**PART
      I**


**Item
                  1.**
              **Financial
                  Statements**





Our
      financial statements are stated in United States D ollars
      (US$) and are prepared in accordance with United States Generally Accepted
      Accounting Principles.











**GEORGIA
      EXPLORATION, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      BALANCE SHEETS**


**At
      November 30, 2006 and August 31, 2006**


**(Unaudited)**








**ASSETS**
            
            **November
                30,**
              **2006**
            
            **August
                31,**
              **2006**Current
                assetsCash
            
            $
            -
            
            $
            312,581Office
                equipment, net
            
            
            5,347
            
            
            6,022Oil
                and gas properties, full cost methodProperties
                not subject to amortization
            
            
            1,466,496
            
            
            910,003Total
                assets
            
            $
            1,471,843
            
            $
            1,228,606LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                liabilitiesAccounts
                payable
            
            $
            538,867
            
            $
            712,312Accounts
                payable - related parties
            
            
            -
            
            
            3,296Bank
                overdraft
            
            
            42,206
            
            
            -Advances
                from stockholder
            
            
            256,903
            
            
            242,745Due
                to parent
            
            
            -
            
            
            460,231Accrued
                interest
            
            
            25,124
            
            
            4,765Notes
                payable
            
            
            790,255
            
            
            312,500Total
                current liabilities
            
            
            1,653,355
            
            
            1,735,849Convertible
                debentures
            
            
            74,305
            
            
            76,883Total
                liabilities
            
            
            1,727,660
            
            
            1,812,732STOCKHOLDERS’
                DEFICITCommon
                shares, $0.001 par value, 1.2 billion shares authorized, 30,000,000
                and
                25,000,000 shares issued and outstanding, respectively
            
            
            30,000
            
            
            25,000Additional
                Paid-in Capital
            
            
            431,496
            
            
            (24,000
            )Deficit
                accumulated during the development stage
            
            
            (717,313
            )
            
            (585,126
            )Total
                stockholders’ deficit
            
            
            (255,817
            )
            
            (584,126
            )Total
                liabilities and stockholders’ equity (deficit)
            
            $
            1,471,843
            
            $
            1,228,606




See
        notes
        to consolidated financial statements








**GEORGIA
      EXPLORATION, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the** **Three
      Months Ended November 30, 2006 and 2005**


**and
      the Period Inception (January 20, 2005) through November 30,
      2006**


**(Unaudited)**





**Three
                  Months**
                **Ended**
                **November
                  30, 2006**
              
              **Three
                  Months**
                **Ended**
                **November
                  30, 2005**
              
              **Inception**
                **Through**
                **November
                  30, 2006**Revenue
              
              $
              **-**
              
              $
              **-**
              
              $
              **-**Operating
                  expensesGeneral
                  and administrative
              
              
              119,845
              
              
              19,646
              
              
              180,952Depreciation
              
              
              675
              
              
              -
              
              
              2,025Total
                  operating expenses
              
              
              120,520
              
              
              19,646
              
              
              182,977Operating
                  loss
              
              
              (120,520
              )
              
              (19,646
              )
              
              (182,977
              )Other
                  expenseFinancing
                  costs
              
              
              -
              
              
              142,277
              
              
              507,112Interest
                  expense
              
              
              21,661
              
              
              -
              
              
              26,426Foreign
                  currency exchange loss (gain)
              
              
              (9,994
              )
              
              -
              
              
              798Total
                  other expense
              
              
              11,667
              
              
              142,277
              
              
              534,336Net
                  loss
              
              $
              (132,187
              )
              $
              (161,923
              )
              $
              (717,313
              )Net
                  loss per share:Basic
                  and diluted
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.03
              )Weighted
                  average shares outstanding:Basic
                  and diluted
              
              
              27,500,000
              
              
              25,000,000
              
              
              25,331,370




See
        notes
        to consolidated financial statements








**GEORGIA
      EXPLORATION, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT**


**For
      the Period from Inception (January 20, 2005)**


**Through
      November 30, 2006**


**(Unaudited)**








**Common****Shares**
            
            **Par
                Value**
            
            **Additional
                Paid In Capital**
            
            **Accumulated****Deficit**
            
            **Total**Issuance
                of shares at inception
            
            
            25,000,000
            
            $
            25,000
            
            $
            (24,000
            )
            $
            **-**
            
            $
            1,000Net
                loss, inception through August 31, 2005
            
            
            
            
            
            **-**
            
            
            **-**
            
            
            (228,744
            )
            
            (228,744
            )Balance,
                August 31, 2005
            
            
            25,000,000
            
            $
            25,000
            
            $
            (24,000
            )
            $
            (228,744
            )
            $
            (227,744
            )Net
                loss
            
            
            
            
            
            **-**
            
            
            
            
            
            (356,382
            )
            
            (356,382
            )Balance,
                August 31, 2006
            
            
            25,000,000
            
            $
            25,000
            
            $
            (24,000
            )
            $
            (585,126
            )
            $
            (584,126
            )Issuance
                common shares for lease interests(October
                16, 2006)
            
            
            5,000,000
            
            
            5,000
            
            
            455,496
            
            
            -
            
            
            460,496Net
                loss
            
            
            
            
            
            **-**
            
            
            **-**
            
            
            (132,187
            )
            
            (132,187
            )Balance,
                November 30, 2006
            
            
            30,000,000
            
            $
            30,000
            
            $
            431,496
            
            $
            (717,313
            )
            $
            (255,817
            )




See
        notes
        to consolidated financial statements








**GEORGIA
      EXPLORATION, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Three Months Ended November 30, 2006 and 2005**


**and
      the Period of Inception (January 20, 2005) through November 30,
      2006**


**(Unaudited)**






**Three
                Months**
              **Ended**
              **November
                30, 2006**
            
            **Three
                Months**
              **Ended**
              **November
                30, 2005**
            
            **Inception**
              **Through**
              **November
                30, 2006**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (132,187
            )
            $
            (161,923
            )
            $
            (717,313
            )Adjustments
                to reconcile net loss to cash (used) provided by operating
                activities:Depreciation
            
            
            675
            
            
            -
            
            
            2,025Foreign
                currency exchange loss (gain)
            
            
            (9,994
            )
            
            -
            
            
            798Net
                change in:Accounts
                payable
            
            
            (165,762
            )
            
            216,507
            
            
            540,593Accounts
                payable - related parties
            
            
            (3,296
            )
            
            -
            
            
            -Bank
                Overdraft
            
            
            42,206
            
            
            -
            
            
            42,206Accrued
                interest
            
            
            20,359
            
            
            -
            
            
            25,124CASH
                FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES
            
            
            (247,999
            )
            
            54,584
            
            
            (106,567
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property and equipment
            
            
            **-**
            
            
            -
            
            
            (7,372
            )Investment
                in oil and gas properties
            
            
            (556,493
            )
            
            (54,584
            )
            
            (1,005,266
            )CASH
                FLOWS USED IN INVESTING ACTIVITIES
            
            
            (556,493
            )
            
            (54,584
            )
            
            (1,012,638
            )CASH
                FLOWS FROM FINANCING ACTIVITIESAdvances
                from stockholder
            
            
            14,156
            
            
            -
            
            
            256,903Proceeds
                from convertible debentures
            
            
            **-**
            
            
            -
            
            
            72,047Proceeds
                from notes payable
            
            
            540,255
            
            
            -
            
            
            852,755Principal
                repayment on note payable
            
            
            (62,500
            )
            
            -
            
            
            (62,500
            )CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            491,911
            
            
            -
            
            
            1,119,205NET
                INCREASE IN CASH
            
            
            (312,581
            )
            
            -
            
            
            -Cash,
                beginning of period
            
            
            312,581
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid for:Interest
            
            $
            1,302
            
            $
            -
            
            $
            1,302Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -Supplemental
                Non-cash Disclosures:Issuance
                of founders shares
            
            $
            -
            
            $
            -
            
            $
            1,000Resision
                of assignment of oil and gas properties from parent
            
            
            (460,496
            )
            
            -
            
            
            -Common
                stock issued to accquire oil and gas properties
            
            $
            460,496
            
            $
            -
            
            $
            460,496




See
      notes to consolidated financial
      statements










**** **GEORGIA
      EXPLORATION, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**








NOTE
      1 -
      BASIS OF PRESENTATION




The
        accompanying unaudited interim financial statements of Georgia Exploration,
        Inc.(the “Company”, “Registrant” or “Georgia”) have been prepared in accordance
        with accounting principles generally accepted in the United States of America
        and the rules of the Securities and Exchange Commission (“SEC”), and should be
        read in conjunction with the audited financial statements and notes thereto
        contained in the Company’s Form 8-K filed with the SEC on January 10, 2007
        pursuant to its merger with Wharton Resources Corp. (“Wharton”). For reporting
        purposes, the merger between the Company and Wharton was treated as a reverse
        merger with Wharton being the “accounting acquirer”; and accordingly it assumed
        the Registrants reporting obligations with the SEC. The go-forward financial
        statements for the Registrant presented herein are those of Wharton since
        its
        inception on January 20, 2005. In accordance with SEC requirements, since
        this
        Form 10-QSB is being filed subsequent to the date of the merger, the current
        and
        historical financial statements and related disclosures presented herein
        are
        those of the “accounting acquirer”. See Note 8 for a discussion of the merger
        transaction.





In
      the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      financial statements which would substantially duplicate the disclosure
      contained in the audited financial statements for the most recent fiscal year
      2006 as reported in its Form 8-K, filed with the SEC on January 10, 2007 have
      been omitted.




Our
        financial statements in (US $) are prepared in accordance with United States
        Generally Accepted Accounting Principles. In this quarterly report, unless
        otherwise specified, all dollar amounts are expressed in United States
        dollars.




NOTE
      2 -
      ORGANIZATION AND BUSINESS OPERATIONS




Wharton
        was incorporated under the laws of the State of Delaware on January 20, 2005.
        It
        holds oil and gas lease acreage in Texas and Kentucky, and rights to oil
        and
        natural gas reserve development in Louisiana and Kansas. On December 28,
        2006
        pursuant to an Agreement and Plan of Merger dated November 21, 2006 (the
        “Agreement”), a subsidiary of Georgia merged with Wharton (the “Merger
        Transaction”). With the Merger Transaction, the Company’s core activities
        principally became the exploration and development of domestic oil and gas
        reserves in the United States. The Merger Transaction was consummated on
        January
        3, 2007.


In
      connection with the Merger Transaction each outstanding share of Wharton held
      by
      its stockholders was converted into 25,000 common shares in Georgia with an
      aggregate issuance of 30,000,000 common shares of the Company to the former
      Wharton stockholders. Further 15,645,000 shares of Georgia common stock were
      cancelled concurrent with the closing of the Merger Transaction. Immediately
      following the closing of the Merger Transaction the Company had 42,000,000
      shares of common stock issued and outstanding. The Merger Transaction resulted
      in a change of control of Georgia with Wharton’s former stockholders holding in
      the aggregate approximately 71.4% of Georgia’s outstanding common stock. For
      U.S. federal income tax purposes, the merger was affected as a qualified
      reorganization under the provisions of Section 368(a) of the United States
      Internal Revenue Code of 1986, as amended.







NOTE
      3 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





*Stock
      Based Compensation*











In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123(R), “Share-Based Payment.” SFAS No. 123(R) establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. SFAS No. 123(R) focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS No. 123(R) requires that the fair value of such equity
      instruments be recognized as expense in the financial statements as services
      are
      performed. SFAS No. 123(R) shall be effective for small business issuers as
      of
      the beginning of the first interim or annual reporting period that begins after
      December 15, 2005. The Company adopted SFAS No. 123(R) as of September 1, 2006,
      and there was no impact of adoption on the consolidated financial statements.





As
      of
      November 30, 2006, the Company has not adopted a stock option plan and has
      not
      granted any stock options. Accordingly, no stock-based compensation has been
      recorded to date.




*Principles of
      Consolidation*





The
      Registrant’s consolidated financial statements include the accounts of the
“accounting acquirer” in the Merger Transaction and its direct and indirect 100%
      owned subsidiary and limited partnership interests in Wharton Resources LLC,
      a
      Delaware limited liability company. Wharton and Wharton Resources LLC have
      formed Wharton Resources LP, a Texas limited partnership, to conduct the
      development of its natural gas and oil properties. Wharton Resources LLC owns
      a
      1% general partner interest in Wharton Resources LP and Wharton owns the
      remaining 99% of Wharton Resources LP. The Company’s oil and natural gas
      activities are conducted through its interests Wharton Resources LP.





*Oil
      and Gas Properties*





The
      Company follows the full cost method of accounting for its oil and natural gas
      properties, whereby all
      costs
      incurred in connection with the acquisition, exploration for and development
      of
      petroleum and natural gas reserves are capitalized. Depletion and depreciation
      of gross proved oil and gas properties is calculated on the units-of-production
      method based upon estimates of proved reserves.





In
      applying the full cost method, the Company performs an impairment test (ceiling
      test) at each reporting date, whereby the carrying value of property and
      equipment is compared to the “estimated present value,” of its proved reserves
      discounted at a 10-percent interest rate of future net revenues, based on
      current economic and operating conditions, plus the cost of properties not
      being
      amortized, plus the lower of cost or fair market value of unproved properties
      included in costs being amortized, less the income tax effects related to book
      and tax basis differences of the properties. As of November 30, 2006, no
      impairment of oil and gas properties was required. The
      Company holds oil and gas lease acreage in Texas and Kentucky, and has not
      commenced drilling or development activities of such acreage. The Texas lease
      acreage contains reserves classified as proved undeveloped, probable and
      possible reserves. The Company will begin amortization of these costs
      once the lease acreage is drilled and production commences.





*Mineral
      Property Costs*





The
      Company holds interests in 14 mineral claims in British Columbia, Canada, known
      as the Chub Claims and has completed an initial evaluation of the Claims.
      Mineral property exploration costs have historically been expensed as incurred.
      Should an evaluation determine that a Claim(s) may be economically developed;
      the costs subsequently incurred to develop the mineral property would be
      capitalized and amortized on a unit-of-production basis over the estimated
      life
      of the mineral reserves being developed. Since the Company’s inception, it has
      expensed approximately $12,500 in mineral property costs, and no mineral claim
      property capitalized costs are carried in the Company’s balance sheet.











*Foreign
      Currency Translation*





The
      Company’s functional currency was originally the Canadian dollar. In connection
      with the Merger Transaction, the Company’s functional currency was converted to
      U.S. dollars as its principal activities are based in the United States. Balance
      sheet items are translated into U.S. dollars at exchange rates prevailing at
      the
      balance sheet date for monetary items and at exchange rates in effect at the
      transaction date for non-monetary items. Operating statement items are
      translated at average rates prevailing during the period. Gains and losses
      on
      translation of current monetary assets and liabilities are included in income.








NOTE
      4 -
      GOING CONCERN





The
      Company is in its development stage and, accordingly, has limited operations
      and
      no revenues. The Company has raised limited financing and has incurred operating
      losses since its inception in January 2005. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern, and its
      ability to achieve and maintain profitability and positive cash flow is
      dependent on its ability to secure sufficient financing to fund the acquisition,
      drilling and development of profitable oil and gas properties. The Company
      is
      seeking financing that it believes would allow it to establish and sustain
      commercial production. There are no assurances that the Company will be able
      to
      obtain additional financing from investors or private lenders and, if available,
      such financing may not be on commercial terms acceptable to the Company or
      its
      stockholders. The financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.








NOTE
      5 -
      RELATED PARTY TRANSACTIONS





During
      the Company’s formation and development to date, it has had oil and gas
      transactions with the current directors, executive officers and shareholders
      with interests in excess of 10.0%. These transactions are as follows:





*Oakcrest
      Prospect, Wharton County, Texas*





On
      October 16, 2006, Wharton acquired from CodeAmerica Investments LLC
      (“CodeAmerica”), a company controlled by W. Milton Cox, its oil and gas lease
      interests held in Wharton County, Texas in exchange for 5,000,000 shares
      of the company's common stock. W. Milton Cox was previously Wharton’s
      Chairman and Chief Executive Officer and a director of Wharton and is now the
      Chairman, Chief Executive Officer and a director of the Company. Pursuant to
      SEC
      requirements for entities under common control, the acquisition of the Oakcrest
      oil and gas lease acreage from CodeAmerica recorded at CodeAmerica’s cost basis
      of approximately $460,500.





*Mound
      Branch Prospect, Elk County, Kansas*





On
      September 1, 2006, Wharton entered into the Mound Branch Prospect Development
      Agreement with Orbit Energy, LLC (“Orbit”) associated with a reserve and
      infrastructure development program of existing and after-acquired oil and gas
      lease acreage and eight existing wells that are shut-in pending the construction
      of and interconnection with a gathering system, which will be able to deliver
      natural gas production into a downstream interstate pipeline that serves the
      Wichita and Kansas City natural gas markets (the “Area of Mutual Interest”, or
“AMI”). W. Milton Cox and Bassam Nastat, previously Wharton’s President and a
      director of Wharton and now the President and a director of the Company, through
      their affiliates each hold 50% interests in Orbit. Pursuant to the Mound Branch
      Agreement, the Company assumed responsibility for any lease renewal, minimum
      royalty and other associated costs of drilling and testing the wells, or other
      similar payment obligation(s) associated with and/or arising from any lease
      acreage covered by the AMI under the Agreement. Upon execution of the Mound
      Branch Agreement, Wharton remitted to Orbit $100,000 for use in conducting
      flow
      tests and evaluations of the AMI.










The
      Mound
      Branch Agreement provides for the Company and Orbit to use their best efforts
      to
      develop a definitive purchase and sale agreement for the AMI. All amounts
      advanced to Orbit or paid on the behalf of Orbit associated with the AMI are
      to
      be applied toward a definitive purchase and sale price to be negotiated under
      the Mound Branch Agreement. The Mound Branch Agreement also provides that if
      Wharton and Orbit cannot mutually agree on a fair value for the purchase and
      sale transaction, that they agree to engage an independent third party to make
      a
      fair market value appraisal of the oil and gas lease interests, and tangible
      and
      intangible assets associated with the AMI that will be subject to the purchase
      and sale agreement between the Company and Orbit that is to be negotiated.
      The
      Agreement provides that both parties will agree to use the third party appraisal
      for the purchase and sale transaction. As of November 30, 2006 the Company
      has
      advanced to or paid on the behalf of Orbit amounts totalling $151,731, in
      connection with the Development Agreement. Since November 30, 2006 through
      the
      date of this filing, the Company has advanced to or paid on the behalf of Orbit
      approximately $555,000, and since inception of the Mound Branch Agreement the
      Company has advanced to or paid amounts on the behalf of Orbit totalling
      approximately $707,000.




*Baxter
      Bledsoe Prospect, Clay County, Kentucky*





On
      February 1, 2006, Wharton entered into an agreement to acquire the Baxter
      Bledsoe Prospect oil and gas lease acreage from CodeAmerica. The prospect has
      approximately 2,200 acres located in Clay County, Kentucky. The Company made
      an
      initial payment to CodeAmerica of $15,000, and on December
      21, 2006 the Company made payment for the remaining outstanding balance of
      $315,000. CodeAmerica has delivered to the Company an executed and recordable
      assignment of its Baxter Bledsoe oil and gas lease acreage.





*Bell
      Prospect, Bell County, Kentucky*





Effective
      October 1, 2006, Wharton entered into an agreement with CodeAmerica to acquire
      its oil and gas lease interests located in Bell County, Kentucky. The Bell
      Prospect is comprised of approximately 3,400 acres. The purchase price was
      $255,000 plus reimbursement for $59,475 for land, legal and title services
      expended by CodeAmerica on the prospect. On October 28, 2006, Wharton made
      a
      payment to CodeAmerica totalling $144,475 to pay one-third of the purchase
      price
      plus to reimburse CodeAmerica for the referenced services. On the same date,
      CodeAmerica executed and delivered to Wharton an assignment of the 3,400 lease
      acres under the oil and gas leases held by CodeAmerica in Bell County, Kentucky.
      On December 6, 2006, the Company remitted payment to CodeAmerica of $170,000
      for
      the remaining balance due CodeAmerica under the Bell Prospect purchase and
      sale
      agreement.








NOTE
      6 -
      NOTES PAYABLE AND CONVERTIBLE UNSECURED DEBENTURES





*Notes
      Payable*





Wharton
      entered into three short term loan agreements dated August 21, 2006 that provide
      for total borrowings of $500,000 for general working capital purposes. The
      loans
      have a 90-day maturity; bear interest at 10% per annum with principal and
      interest due upon maturity; and are secured by all existing and after acquired
      assets of Wharton. The loans may be extended at Wharton’s option for an
      additional 90 days under the same terms and conditions. The loans provide for
      150,000 shares of common stock “Bonus Shares” to be issued to the lenders in the
      event that Wharton is acquired in an acquisition. Wharton elected to extend
      the
      loans for an additional 90 days until February 2007, and in total 300,000 Bonus
      Shares are to be issued to the lenders. At August 31, 2006, proceeds under
      the
      loans totalling $312,500 had been funded to Wharton, and by September 21, 2006,
      the total proceeds of $500,000 were funded under the notes.





On
      October 17, 2006, Wharton entered into a short term loan agreement for $350,000
      for general working capital purposes. The loan has a 90-day maturity; bears
      interest at 18% per annum with principal and interest due upon maturity; and
      is
      secured by all existing and after acquired assets of Wharton. The loan may
      be
      extended at Wharton’s option for an additional 90 days under the same terms and
      conditions. The loan provides for 100,000 shares of common stock “Bonus Shares”
to be issued to the lender in the event that Wharton is acquired in an
      acquisition. Should Wharton elect to extend the loans for an additional 90
      days,
      150,000 Bonus Shares are to be issued to the lender. The loan provides that
      Wharton will use best efforts to endeavour to register the Bonus Shares issued
      in connection with the note within a 12-month period from the date of issuance.







At
      November 30, 2006 outstanding principal borrowings under the August 21, 2006
      notes and the October 17, 2006 note totalled $790,255. The notes provide for
      an
      issuance of up to 400,000 common shares of the Company as Bonus Shares to the
      lenders. The Bonus Share issuance obligation was triggered by the Merger
      Transaction, and Georgia assumed responsibility for the issuance of the common
      shares under the notes payable. For purposes of recording the financial
      obligation associated with the Bonus Shares, the shares were valued at the
      current market price of $1.00 per share at the date of the merger. The Company
      recorded a deferred financing cost totalling $400,000 on January 3, 2007 (the
      date of merger), with a corresponding increase in additional paid-in capital
      and
      the par value amount of the 400,000 common shares. The deferred financing cost
      will be amortized over the life of the period from the date of merger until
      the
      expected date of issuance of the Bonus Shares under the notes payables.





*Series
      A - Convertible Unsecured Debentures*





The
      company has obligations associated with three unsecured convertible debentures
      issued on March 13, 2006 with total principal borrowing of CAD$ $85,000 (US$
      $74,305 and $76,883 at November 30, 2006 and August 31, 2006, respectively).
      The
      debentures mature September 13, 2007, and bear interest at 10% per annum. In
      the
      event that the stock of the Company began trading on a public market,
      the debentures contained an automatic conversion provision whereby they would
      be
      converted into common shares at a conversion rate of 85% of the initial publicly
      traded share price. If not converted by the maturity date, the outstanding
      principal balance together with interest accrued since the debenture issuances
      would be due and payable to the debenture holders.





Attached
      to the debentures are 85,000 warrants exercisable into shares of the
      Company's common stock for a 12-month period following the date shares are
      available on a public market, and are priced at a share price of 125% of the
      initial publicly traded share price. At August 31, 2006 and for the period
      prior
      to the Merger Transaction, in accordance with EITF 00-27, no discount had been
      recorded for the fair value of the beneficial conversion feature due to the
      contingency for the issuance of publicly traded shares of the
      Company's stock.




The
      Merger Transaction resulted in the Company's stock becoming publicly
      traded within the provisions contained in the convertible debentures, and the
      Company determined that the contingency to convert the shares and issue the
      warrants were triggered by the Merger Transaction. The Company valued the
      beneficial conversion feature of the convertible debentures at $75,390 on
      January 3, 2007 (the date of merger) and recorded a debt discount of
      $75,390, and a corresponding increase in additional paid-in capital on that
      date. The debt discount will be amortized over the life of the convertible
      debentures.








NOTE
      7 -
      OTHER COMMITMENTS





The
      Company, through its merger with Wharton, has a purchase and sale agreement
      for
      the acquisition of four existing well bores and associated oil and gas lease
      acreage that provides for a purchase of lease acreage covering approximately
      414
      acres and associated down hole and surface equipment for $2.3 million. The
      purchase and sale agreement provides for a closing date of the transaction
      by
      February 1, 2007, provided that if the seller of the property receives a third
      party offer to purchase the interest in the leases before the Company completes
      the purchase, the Company will have a right of first refusal to match the offer.
      In such case, if the Company is unable or unwilling to match the third party
      offer, then the purchase and sale agreement will terminate and the Company
      will
      not acquire the property. The consummation of the purchase and sale transaction
      is depended on certain factors including the acquisition and closing of
      financing.










NOTE
      8 -
      SUBSEQUENT EVENT





*Merger
      of Georgia Exploration, Inc. and Wharton Resources Corp.*




On
      November 21, 2006 Georgia Exploration, Inc. (“Georgia”) and Wharton executed an
      Agreement and Plan of Merger. Pursuant to the Merger Agreement, Wharton merged
      with GEX Acquisition Corp., a subsidiary of Georgia, resulting in Wharton being
      a wholly-owned subsidiary of Georgia Exploration. The merger was consumated
      on January 3, 2007. In connection with the merger, Georgia issued 25,000 Georgia
      shares for each Wharton share, or an aggregate of 30,000,000 shares. Georgia
      assumed the obligation to issue securities on exercise and conversion,
      respectively, of Wharton’s outstanding warrants and convertible securities.
      Immediately following the closing of the merger, Wharton former shareholders
      held 71.4% of the outstanding Georgia common shares.





Georgia
      was incorporated under the laws of the State of Nevada on February 21, 2006,
      and
      holds an interest in certain mineral claims in British Columbia.  For
      accounting purposes, this merger was treated as a reverse merger with Wharton
      Resources Corp. being the “accounting acquirer” and accordingly it assumed the
      Registrants reporting obligations with SEC. The go-forward financial statements
      for the Registrant presented herein are those of Wharton since its inception
      on
      January 20, 2005. In accordance with SEC requirements, since this Form 10-QSB
      is
      being filed subsequent to the date of the merger, the current and historical
      financial statements and related disclosures presented herein are those of
      the
“accounting acquirer”.










Presented
      in the following Table is an unaudited pro-forma balance sheet for the
      Registrant at November 30, 2006 prepared on the basis of Wharton being the
      “accounting acquirer”, and its assumption of the Registrant’s reporting
      obligations with the SEC. The pro-forma balance sheet is prepared from Wharton’s
      and Georgia’s unaudited balance sheets at November 30, 2006, and prepared as if
      the merger transaction was consummated on November 30, 2006. The pro-forma
      transactions presented in the following Table are required by the merger
      agreement or by accounting principles upon the completion of a reverse
      acquisition. Georgia had no significant operations, and therefore, no pro-forma
      statement of operations is presented. .





IMPORTANT
      NOTICE: The following unaudited pro forma financial information of Wharton
      and
      Georgia set forth a post-merger snapshot of the combined balance sheet, as
      if
      the merger was consummated at November 30, 2006. It is prepared from November
      30, 2006 accounts which may differ materially from the accounts at January
      3,
      2007 the date the merger was consummated.




**Pro
      Forma Balance Sheet (unaudited)**


**Wharton
      Resources Corp. and Georgia Exploration, Inc.**





**Wharton**
              **(At
                Nov 30, 2006)**
            
            **Georgia**
              **(At
                Nov 30, 2006)**
            
            
            
            **Adjustments**
            
            **Pro
                Forma****Combined****Assets**
            
            (unaudited)
            
            (unaudited)
            
            
            
            Debit
            
            
            
            Credit**Total
                assets**
            
            $
            1471,843
            
            $
            1,737,444
            
            
            (7
            )
            
            400,000
            
            
            
            
            
            
            
            $
            3,609,287**Liabilities
                and Stockholders’ Equity****Total
                liabilities**
            
            
            1,727,660
            
            
            52,929
            
            
            (6
            )
            
            75,390
            
            
            
            
            
            
            
            
            1,705,199**Stockholders’
                Equity**Common
                stock
            
            
            30,000
            
            
            46,587
            
            
            (1
            )
            
            15,645
            
            
            (3
            )
            
            1,593
            
            
            42,400(2
            )
            
            20,535
            
            
            (7
            )
            
            400Additional
                paid-in
            
            
            431,496
            
            
            1,593
            
            
            (3
            )
            
            1,593
            
            
            (1
            )
            
            15,645
            
            
            774,001capital
            
            
            
            
            
            
            
            
            (4
            )
            
            171,645
            
            
            (5
            )
            
            2,980(2
            )
            
            20,535(6
            )
            
            75,380Common
                stock subscribed
            
            
            -
            
            
            1,805,000
            
            
            
            
            
            
            
            
            (7
            )
            
            399,600
            
            
            1,805,000Foreign
                Currency Translation Adjustment
            
            
            -
            
            
            2,980
            
            
            (5
            )
            
            2,980
            
            
            
            
            
            
            
            
            -Accumulated
                deficit
            
            
            (717,313
            )
            
            (171,645
            )
            
            
            
            
            
            
            
            (4
            )
            
            171,645
            
            
            (717,313
            )**Total
                stockholders’ equity (deficit)**
            
            
            (255,817
            )
            
            1,684,515
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,904,088**Total
                liabilities and stockholders’ equity**
            
            $
            1,471,843
            
            $
            1,737,444
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            3,609,287





**Notes:**


(1)
            Cancellation
                of 15,645,000 shares of Georgia common stock by Georgia’s founding
                shareholder.


(2)
            Restate
                common stock to par value of $0.001 for 42,400,000 shares issued
                and
                outstanding.


(3)
            As
                a result of reverse merger accounting, eliminate additional paid-in
                capital of Georgia.


(4)
            As
                a result of reverse merger accounting, the accumulated deficit of
                Georgia
                is eliminated.


(5)
            Georgia
                functional currency converted to U.S.
                currency.


(6)
              Reflect
                  value of beneficial conversion feature of series A Convertible
                  Debentures
                  triggered by merger.
 (7)
              Reflect
                  value of 400,000 bonus shares issued in connection with notes payable
                  add
                  recorded as deferred financial costs triggered by
                  merger.








**Item 2.**
            **Management's
                Discussion and Analysis and Plan of
                Operation.**





**FORWARD-LOOKING
      STATEMENTS**





This
      quarterly report contains forward-looking statements as that term is defined
      in
      the Private Securities Litigation Reform Act of 1995. These statements relate
      to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as "may", "should",
      "expects", "plans", "anticipates", "believes", "estimates", "predicts",
      "potential" or "continue" or the negative of these terms or other comparable
      terminology. These statements are only predictions and involve known and unknown
      risks, uncertainties and other factors, including the risks in the section
      entitled "Risk Factors", that may cause our or our industry's actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by these forward-looking statements.





Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. Except as required by applicable law, including the securities
      laws of the United States, we do not intend to update any of the forward-looking
      statements to conform these statements to actual results.





Our
      financial statements are stated in United States Dollars (US$) and are prepared
      in accordance with United States Generally Accepted Accounting Principles.
      In
      this quarterly report, unless otherwise specified, all dollar amounts are
      expressed in United States dollars. All references to "common shares" refer
      to
      the common shares in our capital stock.





As
      used
      in this quarterly report, the terms "we", "us", "our", “Company”, and "Georgia"
      mean Georgia Exploration, Inc., unless otherwise indicated.





***Our
      Current Business*** **





Through
      its merger with Wharton, the Company has undertaken a new strategic and business
      direction for it to become primarily an oil and gas company. The Company’s core
      activities and associated capital investments will be redirected towards the
      exploration and development of natural gas and oil reserves in the United
      States. Wharton is currently engaged in the exploration and development of
      natural gas and oil properties principally in the State of Texas, Kansas,
      Louisiana and Kentucky. Wharton holds oil and gas lease acreage in Texas and
      Kentucky; an agreement to acquire oil and gas interests in the State of
      Louisiana; and a development agreement to acquire and participate in the
      acquisition and development of lease acreage and associated behind the pipe
      shut
      in production that is currently undergoing flow tests in southeastern Kansas.





The
      Company holds proved undeveloped natural gas and condensate reserves located
      in
      south central Texas associated with its Oakcrest Prospect oil and gas lease
      interests located in Wharton County, Texas. The Company does not have proved
      producing reserves. The Company is actively pursuing
      oil and gas prospects and opportunities principally through its relationships
      with individuals and companies.





*Oakcrest
      Prospect, Wharton County, Texas*





The
      Oakcrest Prospect, located in north central Wharton County, Texas is adjacent
      to
      and lies immediately to the north-northeast of the Southwest Bonus Field. The
      Southwest Bonus is comprised of approximately 44 Wilcox formation producing
      wells, and since initial production has produced over 96 billion cubic feet
      of
      natural gas and 2.8 million barrels of oil equivalent. The main target of
      hydrocarbon production is the Wilcox formation, with the Frio formation slated
      as secondary.





Through
      the Wharton merger, the Company holds a 95.75% working interest and a 73.0%
      net
      revenue interest (“NRI”) in certain leases totalling approximately 866 acres in
      Wharton County. The lease interests were acquired from
      CodeAmerica Investments LLC (“CodeAmerica”), a company controlled by Wharton’s
      Chairman and Chief Executive Officer, in exchange for Wharton common stock.
      Consistent with SEC requirements and for financial statement purposes, the
      acquisition of the oil and gas lease interests was treated as a transaction
      between entities under common control and the stock issued in exchange for
      the
      lease interests were recorded at CodeAmerica’s cost basis of approximately
      $460,500.











The
      anticipated capital investment to drill and complete a well in the Oakcrest
      Prospect is approximately $3.3 million per well with a total depth of
      approximately 11,500 feet to reach the target formation. The Company’s current
      plan of operation for the Oakcrest Prospect provides for: the acquisition of
      drilling permits and the scheduling of drilling rig by March 1, 2007;
      construction of drilling locations; and the commencement of drilling of the
      an
      initial well in June 2007, and a total of four wells within a year of spudding
      the initial well.





*Mound
      Branch Prospect, Elk County, Kansas*





On
      September 1, 2006, we entered into the Mound Branch Prospect Development
      Agreement (“Development Agreement”) with Orbit Energy, LLC (“Orbit”) associated
      with a reserve and infrastructure development program of existing and after
      acquired oil and gas lease acreage and eight existing wells that are shut-in
      pending the construction of and interconnection with a gathering system, which
      will be able to deliver natural gas production into a downstream interstate
      pipeline that serves the Wichita and Kansas City natural gas markets (“Area of
      Mutual Interest” or “AMI”). Milton Cox, our Chairman and Chief Executive
      Officer and Bassam Nastat, a Director and our President, through their
      affiliates each hold 50% interests in Orbit. Orbit holds approximately 8,800
      acres in the AMI. The Development Agreement provides for us to pay $100,000
      to
      Orbit for additional testing and evaluations of the AMI, which Orbit must
      complete within 90 days. Under the Development Agreement, we have exclusive
      rights to the AMI for 150 days, and Orbit may not initiate, solicit or consider
      any other offers associated with the AMI or its associated tangible and
      intangible assets. Both parties have agreed to use their best efforts to develop
      a definitive purchase and sale agreement for the AMI. The $100,000 is to be
      applied to the definitive purchase and sale price.





The
      Development Agreement also provides that if we cannot mutually agree with Orbit
      on a fair value for the purchase and sale transaction, that they agree to engage
      an independent third party to make a fair market value appraisal of the assets
      subject to the purchase and sale, and that both parties will agree to use the
      third party appraisal for a transaction. Pursuant to the First Amendment to
      the
      Development Agreement executed November 13, 2006 and effective September 1,
      2006, we assumed responsibility for any lease renewal, minimum royalty, and
      other associated costs of drilling and testing the wells, or other similar
      payment obligation(s) associated with or arising from any lease acreage covered
      by the AMI. Any amounts paid by the Company in connection with the
      First Amendment are to be applied against a purchase and sale price to be
      negotiated under a definitive purchase agreement.





Our
      current plan of operation for the Mound Branch Prospect is to continue to
      proceed with flow tests of the existing eight drilled wells at an approximate
      cost of $300,000; continue to acquire lease acreage in the AMI for lease
      development and use in building the required gathering system infrastructure
      to
      be able to effect delivery of production into a downstream interstate natural
      gas pipeline; complete and consummate a definitive purchase and sale agreement
      between the Company and Orbit; and to commence a 150-well three year drilling
      program with the initial 50 wells drilled over the next twelve months. As of
      November 30, 2006 we have advanced to or paid on the behalf of Orbit
      amounts totalling $151,731 in connection with the Development Agreement. Since
      November 30, 2006 through the date of this filing, we have advanced to or paid
      on the behalf of Orbit approximately $555,000, and since inception of the Mound
      Branch Agreement the Company has advanced to or paid amounts on the behalf
      of
      Orbit totalling approximately $707,000.





*Baxter
      Bledsoe Prospect, Clay County, Kentucky*





On
      February 1, 2006, we entered into an agreement to acquire the Baxter Bledsoe
      Prospect oil and gas lease acreage totalling approximately 2,200 gross acres
      (1,584 net acres) in Clay County, Kentucky from CodeAmerica. The purchase has
      been consummated with the Company’s remittance of $330,000 to CodeAmerica for
      its oil and gas lease interests in the Baxter Bledsoe Prospect, and CodeAmerica
      has assigned the Baxter Bledsoe lease to the Company.











Our current
      plan of operation for the Baxter Bledsoe Prospect is to drill an initial well
      in
      the third quarter of the year 2007 to the Black River Group formation; provided
      that we are able to obtain financing in addition to the Private
      Placement.





*St.
      Martin Parish, Louisiana*





St.
      Martin Parish is located in the south central portion of the State of Louisiana.
      The field was discovered in the 1920’s and contains three producing wells and
      one plugged well. We have a purchase and sale agreement for the acquisition
      of
      four existing well bores and associated oil and gas lease acreage that provides
      for a purchase of lease acreage covering approximately 414 acres and associated
      down hole and surface equipment. The purchase and sale agreement provides for
      a
      closing date of the acquisition of February 1, 2007, provided that if the seller
      of the property receives a third party offer to purchase the interest in the
      leases before we complete the purchase, we have a right of first refusal to
      match the offer. In such case, if we are unable or unwilling to match the
      third party offer, then the purchase and sale agreement will terminate and
      we
      will not acquire the property.





Upon
      our
      sucess in securing financing and its success in consummating the acquisition,
      we would
      hold an approximate average working interest and revenue interest of 99.0%
      and
      82.0%, respectively. Capital costs vary, dependent on the depth of
      completion/re-completion. Capital requirements to acquire the St. Martin Parish
      property, perform required workovers and recompilations and the drilling of
      the
      initial proved undeveloped well would total approximately $3.5 million during
      the year 2007 ****





*Bell
      Prospect, Bell County, Kentucky*





On
      October 1, 2006, we entered into an agreement with CodeAmerica to acquire
      its oil and gas lease interests with acreage totalling approximately 3,400
      gross
      acres (2,448 net acres) in Bell County, Kentucky, for a purchase price of
      $255,000 plus reimbursement of $59,475 for land and legal services incurred
      by
      CodeAmerica in connection with the lease acreage. On October 28, 2006, we
      made a payment to CodeAmerica totalling $144,475 to pay one-third of the
      purchase price and to reimburse CodeAmerica for the referenced services. On
      the
      same date, CodeAmerica executed and delivered to Wharton an assignment of the
      3,400 lease acres under the oil and gas leases held by CodeAmerica in Bell
      County, Kentucky. On December 6, 2006, the Company remitted payment to
      CodeAmerica of $170,000 for the remaining balance due CodeAmerica under the
      Bell
      Prospect purchase and sale agreement.





The
      Company’s current plan of operation for the Bell Prospect is to continue its
      title verification and confirmation process for the acquired acreage; provided
      that the Company is able to obtain financing in addition to the Private
      Placement.


**Results
        of Operations**
  *Three
        Months Ended November 20, 2006 and 2005*
  Our
        net
        loss for the three months ended November 30, 2006 totalled $132,187. This
        compares with our net loss of $161,923 for the three months ended November
        30,
        2005. General and administrative expenses for the three months ended November
        30, 2006 and 2005 were $119,845 and $19,646, respectively. The primary
        components of general and administrative expenses for the quarter ended November
        30, 2006 were accounting and legal costs associated with financing activities,
        office and equipment costs, and travel. General and administrative expenses
        for
        the same three month period for the prior year were principally comprised
        of
        travel costs incurred in connection with financing initiatives. Also for
        the
        three month period ending November 30, 2005, expenses associated with a proposed
        Canadian initial public offering totalled $142,277. During the three month
        period ending November 30, 2006 costs incurred in connection with our pending
        private placement have been charged directly to general and administrative
        expense.
  During
          the three months ended November 30, 2006 we incurred interest expense totalling
          $21,661 that was associated with our unsecured debentures issued on March
          13,
          2006, and our notes payable issued on August 21, 2006 and October 17, 2006.
          We
          incurred no interest expense during the three months ended November 30,
          2005.
          Our increase in interest expense is the result of interim working capital
          funding pending the completion of an equity financing.
 
  **Liquidity
        and Capital Resources**
 
 Oil
        and
        natural gas exploration, exploitation and development programs in the United
        States are very capital intensive, and require substantial capital resources
        to
        fund the ongoing drilling and development of oil and gas reserves. In instances
        where an existing infrastructure does not exist within the proximity of the
        area
        under drilling and development, additional capital requirements are necessary
        to
        construct and install the infrastructure necessary to affect the delivery
        of
        production to market in order to create cash flows from production. The U.S.
        oil
        and gas industry is highly competitive, and when opportunities are identified,
        we have found that in most instances we must be able to act quickly which
        necessitates that we have sufficient human and capital resources on hand,
        or
        readily available, for us to draw upon when opportunities are identified,
        and
        our technical and commercial evaluations confirm the economic viability of
        such
        and our continuing interest in the opportunity. Once oil and gas prospects
        are
        identified, acquired, and they become part of our portfolio of oil and gas
        opportunities, we require sufficient capital funding to execute our business
        plans.
 
 The
        Company is in its development stage and, accordingly, has limited operations
        and
        no revenues. To date we have raised external financing through unsecured
        debentures, and notes payable to provide funding pending completion of a
        private
        placement of equity or debt. We believe our existing oil and gas prospects
        provide us a mechanism to create a sustainable reserve base that will produce
        recurring levels of cash flows; which will allow us to continue to build
        our
        portfolio of oil and gas prospects; and strengthen our base of production
        so as
        to internally fund our operating requirements and a portion of our capital
        investments going forward.
 
 Since
        inception, we have funded our activities primarily through private placements
        of
        common stock, through short term working capital loans, and contributions
        of
        funds and services from founding shareholders during the Company’s ramp up
        phase. We expect that over the next twelve months we will continue to raise
        capital resources through a combination of private placements and public
        offerings that would involve equity, debt or a combination of both. Future
        financing in the form of equity, debt or other sources could result in the
        dilution of our shareholders’ equity; an increase in our debt and current
        liabilities; and may restrict our future availability of cash or our use
        of
        existing cash resources. Additionally, there can be no assurance that adequate
        financing will be available to us when needed or, if available, that it can
        be
        obtained on commercially reasonable terms. If we are not able to obtain
        financing on a timely basis, we will be unable to execute our business plans,
        and will be required to scale back the pace and magnitude of our oil and
        gas
        prospects drilling and development initiatives. We also may not be able to
        meet
        our vendor and service provider obligations as they become due. In such event,
        we will be forced to further scale down our activities or perhaps even cease
        operations.
  ****** **Future
        Operations**
  *Cash
        Requirements*
 
 During
        the twelve month period ending November 30, 2007, we project total cash
        requirements of approximately $28,900,000. Our total estimated cash requirements
        are comprised of $27,825,000 for oil and gas capital investments, and $1,060,000
        for general and administrative, operating and public company expenses, and
        working capital requirements.
 
 Based
        on
        our plan of operation, our current available cash is not sufficient to fund
        our
        capital and operating requirements over the twelve month period ending November
        30, 2007. To execute our plans we will require substantial financing and
        are
        actively working on options to raise equity and/or debt financing through
        private placements and public offerings. However, in the event that we are
        unable to raise the financing to meet our needs, we will be required to scale
        back or slow our capital program. Should we be unable to acquire funding
        sufficient to effect our scheduled capital investments, we may be unable
        to
        create sufficient operating cash to fund our internal operating, general
        and
        administrative and public company costs, and we would be unable to establish
        and
        sustain profitability. Should we raise funds through equity and debt placements,
        existing equity and ownership in the Company could be negatively affected
        due to
        the dilution of existing equity ownership of our shares.
 
 
 Over
        the
        next twelve months we intend to use all available funds to continue the
        exploration and development of our oil and gas prospect opportunities. Our
        estimated cash requirements for the next twelve months are summarized below:
 ****
 Estimated
        Funding Required During the Twelve Month Period Ending November 30,
        2007
  Exploration,
                  Drilling and Development ExpendituresOakcrest
                  Prospect (drilling & completion 4 wells)
              
              $
              13,450,000Mound
                  Branch Prospect (evaluation and drilling 50
                  wells)1
              
              $
              7,500,000St.
                  Martin Parish (acquisition, workovers / recompletions, and 1
                  well)
              
              $
              3,550,000Shamrock
                  Project (buy-in and drilling & completion 3 wells)
              
              $
              1,450,000Baxter
                  Bledsoe Prospect (acquisition and drilling initial well)
              
              $
              650,000Bell
                  Prospect (acquisition and title work)
              
              $
              225,000Other
                  Texas Prospects
              
              $
              1,000,000Operating,
                  general and administrative
              
              $
              690,000Public
                  company expenses
              
              $
              120,000Working
                  Capital
              
              $
              250,000**Total**
              
              **$**
              **28,885,000**
 1  Projected
            direct costs that would be funded by Company, in the event a definitive
            purchase
            and sale agreement between Orbit Energy, LLC , (an affiliate of the Company
            CEO
            and its President), and the Company can be negotiated for the Mound Branch
            Prospect (See “Mound Branch Prospect” under “Our Current Business” above).
            Purchase consideration may be cash, equity or a combination of both.








*Product
      Research and Development*





Our
      business plan is focused on the exploration and development of our oil and
      gas
      interests.





We
      do not
      anticipate that we will expend any significant funds on research and development
      over the next twelve months ending November 30, 2007.





*Purchase
      of Significant Equipment*





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





*Employees*





Currently
      we have no full time or part-time employees. We utilize short term contractors,
      consultants and professional service providers, as necessary. Our directors
      and
      officers provide services on a month to month basis pursuant to oral
      arrangements, but have not signed employment or consulting agreements with
      us.
      We do not expect any material changes in the number of employees over the next
      12 month period. We may enter formal written service agreements with our
      directors and officers in the future. We expect to utilize contractors and
      consultants as needed to meet our staffing needs, and will continue to
      periodically evaluate costs benefits of staffing our resource requirements
      externally or internally. We expect that the level of success of our exploration
      and development initiatives will drive the timing and level of employees that
      we
      may retain in the future.





*Going
      Concern*





The
      accompanying financial statements have been prepared assuming we will continue
      as a going concern. The Company is in its development stage and, accordingly,
      has limited operations and no revenues. We have raised limited financing and
      have incurred operating losses since our inception. These factors raise
      substantial doubt about the our ability to continue as a going concern, and
      our ability to achieve and maintain profitability and positive cash flows are
      dependent on our ability to secure sufficient financing to fund the acquisition,
      drilling and development of profitable oil and gas properties. We are actively
      pursuing financing options which we believe would allow us to establish and
      sustain commercial production. There are no assurances that we will be able
      to
      obtain additional financing from investors or private lenders and, if available,
      such financing may not be on commercial terms acceptable to us or our
      stockholders. The financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.





We
      intend
      to raise financing sufficient to fund our capital expenditure and working
      capital requirements for the next twelve months principally through private
      placements and public offerings.




*Recently
      Issued Accounting Standards*





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123(R), “Share-Based Payment.” SFAS No. 123(R) establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. SFAS No. 123(R) focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS No. 123(R) requires that the fair value of such equity
      instruments be recognized as expense in the financial statements as services
      are
      performed. SFAS No. 123(R) shall be effective for small business issuers as
      of
      the beginning of the first interim or annual reporting period that begins after
      December 15, 2005. We adopted SFAS No. 123(R) as of September 1, 2006, and
      there
      was no impact of adoption on the consolidated financial statements. The Company
      intends to adopt a stock option plan, and options to purchase common stock
      may
      be granted to directors, officers, employees and consultants at current market
      prices. As of November 30, 2006, we have not adopted a stock option plan
      and has not granted any stock options. Accordingly, no stock-based compensation
      has been recorded to date.











In
      May
      2005, the FASB issued SFAS No. 154 (“SFAS 154”), Accounting Changes and Error
      Corrections. SFAS 154 requires that, when a company changes its accounting
      policies, the change must be applied retrospectively to all prior periods
      presented instead of a cumulative effect adjustment in the period of the change.
      SFAS 154 may also apply when the FASB issues new rules requiring changes in
      accounting. If the new rule allows cumulative effect treatment, it will take
      precedence over SFAS 154. This statement is effective for fiscal years beginning
      after December 15, 2005. The adoption of SFAS 154 is not expected to have an
      impact on our financial position or our results of
      operations.





In
      June
      2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
      in
      Income Taxes (“FIN 48”). FIN 48, which is an interpretation of SFAS No. 109,
“Accounting for Income Taxes,” provides guidance on the manner in which tax
      positions taken or to be taken on tax returns should be reflected in an entity’s
      financial statements prior to their resolution with taxing authorities. We
      will
      be required to adopt FIN 48 during the first quarter of fiscal 2008.  We
      are currently evaluating the requirements of FIN 48 and have not yet determined
      the impact, if any; this interpretation may have on its financial
      statements.





APPLICATION
      OF CRITICAL ACCOUNTING POLICIES





Our
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue, and expenses.
      These
      estimates and assumptions are affected by management's application of accounting
      policies. We believe that understanding the basis and nature of the estimates
      and assumptions involved with the following aspects of our consolidated
      financial statements is critical to an understanding of our balance sheet,
      the
      statements of operations and stockholders' equity, and the cash flows statements
      included elsewhere in this filing.




**Item
                3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**





Market
      risk is the risk of loss arising from adverse changes in market rates and
      prices. We are exposed to risks related to increase in the prices of drilling
      rigs, field equipment and services, and commodity price fluctuations associated
      with crude oil, natural gas and natural gas liquid. We do not engage in
      commodity price hedging activities, but will evaluate hedges once we have
      production. We are exposed to currency rate fluctuations between the Canadian
      and U.S. dollar, arising from debt and accounts payables that
      are denominated in Canadian dollars.




**Item
                  4.**
              **Controls
                  and Procedures**
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our company's
        disclosure controls and procedures as of the end of the period covered by
        this
        quarterly report, being November 30, 2006. This evaluation was carried out
        under
        the supervision and with the participation of our company's management,
        including our company's president, the chief executive officer and the chief
        financial officer. Based upon that evaluation, our company's president, the
        chief executive officer and the chief financial officers concluded that,
        at our
        current formative stage of development, our company's disclosure controls
        and
        procedures are effective at the end of the period covered by this report.
        There
        have been no changes in our internal controls over financial reporting that
        occurred during the period covered by this report that have materially affected,
        or are reasonably likely to materially affect our internal controls over
        financial reporting.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our company's reports filed
      or submitted under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our company's reports filed under the Exchange
      Act
      is accumulated and communicated to management, including our company's president
      and chief executive officer and chief financial officer as appropriate, to
      allow
      timely decisions regarding required disclosure.











**Part
      II - OTHER INFORMATION**





**Item
                1.**
            **Legal
                Proceedings.**





We
      know
      of no material, active or pending legal proceedings against our company, nor
      are
      we involved as a plaintiff in any material proceeding or pending litigation.
      There are no proceedings in which any of our directors, officers or affiliates,
      or any registered or beneficial shareholder, is an adverse party or has a
      material interest adverse to our interest.





**Item
                2.**
            **Unregistered
                Sales of Equity Securities.**





None





**Item
                3.**
            **Defaults
                Upon Senior Securities.**





None.





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





None.





**Item
              5.**
            **Other
                Information.**





None.





**Item
                6.**
            **Exhibits.**





*Exhibits
      Required by Item 601 of Regulation S-B.*





Exhibit
      Number/Description





**(2)**
            **Articles
                of Incorporation and
                Bylaws**





2.1 Agreement
      and Plan of Merger, dated November 21, 2006, among the Registrant, GEX
      Acquisition Corp., Wharton Resources Corp., and the stockholders of
      Wharton 1





**(3)**
            **Articles
                of Incorporation**





3.1 Articles
      of Incorporation 2






1 Incorporated by reference from Current Report on Form 8-K for the event of
        November 21, 2006, as filed with the Securities and Exchange Commission on
        November 28, 2006.


2 Incorporated by reference from the Registration Statement on Form SB-2, as
      filed
      with the Securities and Exchange Commission on May 3, 2006.










**(10)**
            **Material
                Contracts**





10.1 Agreement
      between Wharton Resources LP and CodeAmerica Investments LLC effective October
      1, 2006 for the purchase of 3,400 oil and gas lease acreage located in Bell
      County, Kentucky.





10.2 Agreement
      between Wharton Resources LP and CodeAmerica Investments LLC effective February
      1, 2006 for the purchase of 2,200 oil and gas lease acreage located in Clay
      County, Kentucky.





10.3 Agreement
      between Wharton Resources LP and Orbit Energy, LLC effective September 1, 2006
      for the development of the Mound Branch Prospect in Elk County, Kansas.





10.4 Assignment
      of Oil, Gas and Mineral Leases effective April 28, 2006 by and between
      CodeAmerica Investments, LLC and Wharton Resources LP for its oil and gas lease
      interests located in Wharton County, Texas.





**(31)**
            **Section
                302 Certifications**





31.1 Chief
      Executive Officer Certification Pursuant to Section 13a-14 of the Securities
      Exchange Act





31.2 Chief
      Financial Officer Certification Pursuant to Section 13a-14 of the Securities
      Exchange Act





**(32)**
            **Section
                906 Certification**





32.1 Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





32.2 Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002










**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





**GEORGIA
                EXPLORATION, INC.**By:
            /s/
              Wm Milton CoxWm
                Milton CoxChairman
                and Chief Executive OfficerDate:
                January 22, 2007By:
            /s/
              Sam NastatBassam
                NastatPresident
                and DirectorDate:
                January 22, 2007By:
            /s/
              Donald L. SytsmaDonald
                L. SytsmaChief
                Financial Officer and DirectorDate:
                January 22, 2007