Edgar Filing: GEOGLOBAL RESOURCES INC.

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2007;
or
o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________.

Commission file Number: 1-32158

GEOGLOBAL RESOURCES INC.

(Exact name of registrant as specified in its charter)

DELAWARE		33-0464753
(State or other jurisdiction of incorporation of organization)		(I.R.S. employer identification no.)

SUITE #310, 605 – 1 STREET SW, CALGARY, ALBERTA, CANADA T2P 3S9

(Address of principal executive offices, zip code)

403/777-9250

(Registrant’s Telephone Number, Including Area Code)

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 proceeding 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

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

non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer

Accelerated filer

Non-accelerated filer

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

YES o

NO x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at November 14, 2007
COMMON STOCK, PAR VALUE $.001 PER SHARE		72,205,756

GEOGLOBAL RESOURCES INC.

(a development stage enterprise)

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page No.

PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	3

	Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006 (Unaudited)	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and September 30, 2006 and from inception on August 21, 2002 to September 30, 2007 (Unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2007 and from inception on August 21, 2002 to September 30, 2007 (Unaudited)	5

	Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2007 and September 30, 2006 and from inception on August 21, 2002 to September 30, 2007 (Unaudited)	6

	Notes to the Consolidated Financial Statements as at September 30, 2007 (Unaudited)	7-29

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	53


PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	54

Item 6.	Exhibits	54

Page 2

Table of Contents

PART I.

Item 1.

FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED BALANCE SHEETS (Unaudited)
	September 30, 2007 US $			December 31, 2006 US $

Assets
Current
Cash and cash equivalents		49,255,804			32,362,978
Accounts receivable		431,335			202,821
Prepaids and deposits		154,214			31,232
		49,841,353			32,597,031

Restricted cash (note 11a)		4,545,148			3,590,769
Property and equipment (note 3)		935,934			183,427
Oil and gas interests, not subject to depletion (note 4)		18,558,849			9,722,738

		73,881,284			46,093,965

Liabilities
Current
Accounts payable		1,078,914			1,888,103
Accrued liabilities		1,076,319			33,487
Due to related companies (notes 8c, 8d and 8e)		52,745			33,605
		2,207,978			1,955,195
Stockholders' Equity (note 5)
Capital stock
Authorized
100,000,000 common shares with a par value of US$0.001 each
1,000,000 preferred shares with a par value of US$0.01 each
Issued
72,205,755 common shares (December 31, 2006 – 66,208,255)		57,614			51,617
Additional paid-in capital		77,373,125			47,077,827
Deficit accumulated during the development stage		(5,575,433	)		(2,990,674	)
		71,673,306			44,138,770

		73,881,284			46,093,965

See Commitments, Contingencies and Guarantees (note 11)

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

Page 3

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GEOGLOBAL RESOURCES INC.

(a development stage enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended Sept 30, 2007			Three months ended Sept 30, 2006			Nine months ended Sept 30, 2007			Nine months ended Sept 30, 2006			Period from Inception, Aug 21, 2002 to Sept 30, 2007
	US $			US $			US $			US $			US$
													(note 12a)
Expenses (notes 5g, 6b, 8c, 8d and 8e)
General and administrative		791,587			358,810			1,571,722			1,054,504			4,082,438
Consulting fees		337,038			399,155			908,304			568,172			2,772,555
Professional fees		147,424			61,039			488,918			161,967			1,241,594
Depreciation		14,941			12,975			39,285			33,974			250,595
		1,290,990			831,979			3,008,229			1,818,617			8,347,182
Other expenses (income)
Consulting fees recovered		--			--			--			--			(66,025	)
Equipment costs recovered		--			--			--			--			(19,395	)
Gain on sale of equipment		--			--			--			--			(42,228	)
Foreign exchange (gain) loss		2,433			(2,329	)		(10,286	)		(3,750	)		16,261
Interest income		(694,292	)		(461,123	)		(1,551,184	)		(1,288,741	)		(3,798,362	)
		(691,859	)		(463,452	)		(1,561,470	)		(1,292,491	)		(3,909,749	)

Net loss and comprehensive loss for the period (note 9)		(599,131	)		(368,527	)		(1,446,759	)		(526,126	)		(4,437,433	)

Net loss per share – basic and diluted (note 5f, 5g)		(0.03	)		(0.01	)		(0.04	)		(0.01	)

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

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GEOGLOBAL RESOURCES INC.

(a development stage enterprise)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	Capital Stock US $		Additional paid-in capital US $			Accumulated Deficit US $			Stockholders' Equity US $
Common shares issued on incorporation on August 21, 2002		64		--			--			64
Net loss and comprehensive loss for the period		--		--			(13,813	)		(13,813	)
Balance at December 31, 2002		64		--			(13,813	)		(13,749	)

Common shares issued during the year
On acquisition		34,000		1,072,960			--			1,106,960
Options exercised for cash		397		101,253			--			101,650
December 2003 private placement financing		6,000		5,994,000			--			6,000,000
Share issuance costs on private placement		--		(550,175	)		--			(550,175	)
Net loss and comprehensive loss for the year		--		--			(477,695	)		(477,695	)
Balance at December 31, 2003		40,461		6,618,038			(491,508	)		6,166,991

Common shares issued during the year
Options exercised for cash		115		154,785			--			154,900
Broker Warrants exercised for cash		39		58,611			--			58,650
Net loss and comprehensive loss for the year		--		--			(867,496	)		(867,496	)
Balance at December 31, 2004		40,615		6,831,434			(1,359,004	)		5,513,045

Common shares issued during the year
Options exercised for cash		739		1,004,647			--			1,005,386
2003 Purchase Warrants exercised for cash		2,214		5,534,036			--			5,536,250
Broker Warrants exercised for cash		541		810,809			--			811,350
September 2005 private placement financing		4,252		27,636,348			--			27,640,600
Share issuance costs on private placement		--		(1,541,686	)		--			(1,541,686	)
Net loss and comprehensive loss for the year		--		--			(480,980	)		(480,980	)
Balance at December 31, 2005		48,361		40,275,588			(1,839,984	)		38,483,965

Common shares issued during the year
Options exercised for cash		2,285		2,706,895			--			2,709,180
Options exercised for notes receivable		185		249,525			--			249,710
2003 Purchase Warrants exercised for cash		786		1,962,964			--			1,963,750
Share issuance costs		--		(74,010	)		--			(74,010	)
Stock-based compensation		--		1,956,865			--			1,956,865
Net loss and comprehensive loss for the year		--		--			(1,150,690	)		(1,150,690	)
Balance at December 31, 2006		51,617		47,077,827			(2,990,674	)		44,138,770

Common shares issued during 2007
Options exercised for cash (note 6d)		317		320,358			--			320,675
June 2007 private placement financing (note 5b)		5,680		28,394,320			--			28,400,000
Share issuance costs on private placement (note 5b)		--		(2,720,728	)		--			(2,720,728	)
2007 Compensation options (note 5b)		--		705,456			--			705,456
Stock-based compensation (note 6b)		--		2,035,892			--			2,035,892
2005 Stock purchase warrant modification (note 5g)		--		1,320,000			(1,320,000	)		--
2005 Compensation option & warrant modification (note 5g)		--		240,000			--			240,000
Net loss and comprehensive loss for the period		--		--			(1,446,759	)		(1,446,759	)
		5,997		30,295,298			(2,766,759	)		27,534,536
Balance as at September 30, 2007		57,614		77,373,125			(5,757,433	)		71,673,306

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

Page 5

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GEOGLOBAL RESOURCES INC.

(a development stage enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended Sept 30, 2007 US $			Three months ended Sept 30, 2006 US $			Nine months ended Sept 30, 2007 US $			Nine months ended Sept 30, 2006 US $			Period from Inception, Aug 21, 2002 to Sept 30, 2007 US $
													(note 12a)
Cash flows provided by (used in) operating activities
Net loss		(599,131	)		(368,527	)		(1,446,759	)		(526,126	)		(4,437,433	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		14,941			12,975			39,285			33,974			250,595
Gain on sale of equipment		--			--			--			--			(42,228	)
Stock-based compensation (note 6b)		389,999			419,509			1,060,206			632,550			2,250,382
2005 Compensation option & warrant modification (note 5g)		240,000			--			240,000			--			240,000
Changes in operating assets and liabilities:
Accounts receivable		(232,529	)		(41,044	)		(228,514	)		(40,478	)		(356,335	)
Prepaids and deposits		(42,350	)		(10,190	)		(122,982	)		(11,793	)		(154,214	)
Accounts payable		13,382			13,980			102,958			43,140			137,609
Accrued liabilities		30,000			(17,500	)		(3,487	)		(35,000	)		30,000
Due to related companies		24,678			1,114			19,140			(118,168	)		10,989
		(161,010	)		10,317			(340,153	)		(21,901	)		(2,070,635	)
Cash flows provided by (used in) investing activities
Oil and gas interests		(5,479,467	)		(1,168,813	)		(7,860,425	)		(5,149,439	)		(16,816,474	)
Property and equipment		(317,255	)		(24,782	)		(791,792	)		(85,765	)		(1,227,101	)
Proceeds on sale of equipment		--			--			--			--			82,800
Cash acquired on acquisition (note 7)		--			--			--			--			3,034,666
Restricted cash (note 11a)		(1,347,532	)		(1,879,984	)		(954,379	)		(3,089,820	)		(4,545,148	)
Changes in investing assets and liabilities:
Cash call receivable		62,547			21,620			--			(12,265	)		--
Accounts payable		485,641			(958,159	)		(916,597	)		197,356			887,847
Accrued liabilities		833,360			217,000			1,046,319			739,427			1,046,319
		(5,762,706	)		(3,793,118	)		(9,476,874	)		(7,400,506	)		(17,537,091	)
Cash flows provided by (used in) financing activities
Proceeds from issuance of common shares		--			1,949,979			28,720,675			4,667,878			74,952,165
Share issuance costs		(112,226	)		(15,457	)		(2,015,272	)		(74,008	)		(4,181,143	)
Changes in financing liabilities:
Note payable (note 8a)		--			--			--			--			(2,000,000	)
Accounts payable		(63,840	)		--			4,450			(10,800	)		65,528
Due to related companies		--			--			--			--			26,980
		(176,066	)		1,934,522			26,709,853			4,583,070			68,863,530
Net increase (decrease) in cash and cash equivalents		(6,099,782	)		(1,848,279	)		16,892,826			(2,839,337	)		49,255,804

Cash and cash equivalents, beginning of period		55,355,586			35,046,330			32,362,978			36,037,388			--

Cash and cash equivalents, end of period		49,255,804			33,198,051			49,255,804			33,198,051			49,255,804

Cash and cash equivalents
Current bank accounts		1,065,149			700,029			1,065,149			700,029			1,065,149
Term deposits		48,190,655			32,498,022			48,190,655			32,498,022			48,190,655
		49,255,804			33,198,051			49,255,804			33,198,051			49,255,804

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

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

1. Nature of Operations

The Company is engaged primarily in the pursuit of petroleum and natural gas through exploration and development in India. Since inception, the efforts of GeoGlobal have been devoted to the pursuit of Production Sharing Contracts (“PSC”) with the Gujarat State Petroleum Corporation ("GSPC"), Oil India Limited ("OIL") among others, and the Government of India ("GOI") and the development thereof. To date, the Company has not earned revenue from these operations and is considered to be in the development stage. The recoverability of the costs incurred to date is uncertain and dependent upon achieving commercial production or sale, the ability of the Company to obtain sufficient financing to fulfill its obligations under the PSCs in India and upon future profitable operations and upon finalizing agreements.

On August 29, 2003, all of the issued and outstanding shares of GeoGlobal Resources (India) Inc. ("GeoGlobal India") were acquired by GeoGlobal Resources Inc., formerly Suite101.com, Inc. As a result of the transaction, the former shareholder of GeoGlobal India held approximately 69.3% of the issued and outstanding shares of GeoGlobal Resources Inc. This transaction is considered an acquisition of GeoGlobal Resources Inc. (the accounting subsidiary and legal parent) by GeoGlobal India (the accounting parent and legal subsidiary) and has been accounted for as a purchase of the net assets of GeoGlobal Resources Inc. by GeoGlobal India. Accordingly, this transaction represents a recapitalization of GeoGlobal India, the legal subsidiary, effective August 29, 2003. These consolidated financial statements are issued under the name of GeoGlobal Resources Inc. but are a continuation of the financial statements of the accounting acquirer, GeoGlobal India. The assets and liabilities of GeoGlobal India are included in the consolidated financial statements at their historical carrying amounts. As a result, the stockholders' equity of GeoGlobal Resources Inc. is eliminated and these consolidated financial statements reflect the results of operations of GeoGlobal Resources Inc. only from the date of the acquisition.

GeoGlobal Resources Inc. changed its name from Suite101.com, Inc. after receiving shareholder approval at the Annual Shareholders Meeting held on January 8, 2004. Collectively, GeoGlobal Resources Inc., GeoGlobal India and its other wholly-owned direct and indirect subsidiaries, are referred to as the "Company" or “GeoGlobal”.

2. Significant Accounting Policies

a) Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States for interim financial information and with Regulation S-X and the instructions to Form 10-Q under the U.S. Securities and Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007.

These consolidated financial statements include the accounts of (i) GeoGlobal Resources Inc., from the date of acquisition, being August 29, 2003, (ii) GeoGlobal Resources (India) Inc., incorporated under the Business Corporations Act (Alberta), Canada on August 21, 2002 and continued under the Companies Act of Barbados, West Indies on June 27, 2003, which is a wholly-owned subsidiary of GeoGlobal Resources Inc., (iii) GeoGlobal Resources (Canada) Inc., incorporated under the Business Corporations Act (Alberta), Canada on September 4, 2003, which is a wholly-owned subsidiary of GeoGlobal Resources Inc., (iv) GeoGlobal Resources (Barbados) Inc. incorporated under the Companies Act of Barbados, West Indies on September 24, 2003, which is the wholly-owned subsidiary of GeoGlobal Resources (Canada) Inc., and (v) GeoGlobal Oil & Gas (India) Private Limited, incorporated under the Companies Act, 1956, Maharashtra, India on May 5, 2006.

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

2. Basis of presentation (continued)

b) Stock-based compensation plan

In prior periods, reporting on the impact of stock-based compensation, such as employee stock options, on the Company’s net loss and net loss per share was required only on a pro-forma basis.

In December, 2004, the Financial Accounting Standards Board issued a revision to Standard 123, Accounting for Stock-Based Compensation. The Statement of Financial Accounting Standards 123(R), Share-Based Payment ("FAS 123(R)"), requires the recognition of compensation cost for stock-based compensation arrangements with employees, consultants and directors based on their grant date fair value using the Black-Scholes option-pricing model. Compensation expense is recorded over the awards' respective requisite service, with corresponding entries to paid-in capital.

The Company adopted FAS 123(R) using the modified-prospective-transition method on January 1, 2006. The impact of this adoption required the Company to recognize a charge for past stock-based compensation options granted of US$367,596 over the subsequent 3 years in accordance with their respective vesting periods (see note 6).

3. Property and Equipment

	September 30, 2007 US$			December 31, 2006 US$

Computer and office equipment		370,672			324,419
Accumulated depreciation		(208,367	)		(169,082	)
		162,305			155,337

Office condominium - India		773,629			28,090
		935,934			183,427

4. Oil and Gas Interests

	September 30, 2007 US$		December 31, 2006 US$
Exploration costs incurred in:
2002		21,925		21,925
2003		156,598		156,598
2004		460,016		460,016
2005		1,578,124		1,578,124
2006		7,506,075		7,506,075
		9,722,738		9,722,738
2007		8,836,111		--
		18,558,849		9,722,738

a) Exploration costs

The exploration costs incurred to date are not subject to depletion. These exploration costs cover six exploration blocks, known as the KG Offshore Block, the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar Block, the DS 03 Block and the Tarapur Block. In addition, exploration costs include costs incurred in evaluating and bidding on other blocks in Egypt and the Middle East. It is anticipated that all or certain of the exploration costs incurred in India may be subject to depletion commencing in the year 2008.

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

Oil and Gas Interests (continued)

b) Capitalized overhead costs

Included in the US$8,836,111 of exploration cost additions during the nine months ended September 30, 2007 (year ended December 31, 2006 – US$7,506,075) are certain overhead costs capitalized by the Company in the amount of US$2,767,239 (year ended December 31, 2006 – US$2,133,984) directly related to the exploration activities in India. The capitalized overhead amount for the nine months ended September 30, 2007 includes capitalized stock-based compensation of US$975,686 (year ended December 31, 2006 - US$766,689) (see note 6b) of which US$133,117 (year ended December 31, 2006 – US$323,283) was for the account of a related party (see note 8c). Further, the capitalized overhead amount includes US$1,506,553 (year ended December 31, 2006 - US$1,000,705) which was paid to third parties. The balance of US$285,000 was paid to and on behalf of a related party (year ended December 31, 2006 – US$366,590) (see note 8c). These capitalized overhead costs related to the exploration activities in India are incurred solely by and on behalf of the Company in providing its services under the Carried Interest Agreement (“CIA”) and are therefore not reimbursable under the CIA (see note 4c).

c) Carried Interest Agreement

On August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company a 10% Carried Interest (“CI”) (net 5% - see note 4d) in the KG Offshore Block. The CIA provides that GSPC is responsible for GeoGlobal's entire share of any and all costs incurred during the Exploration Phase prior to the date of initial commercial production.

Under the terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s (“RGM”), a related party (see note 8b) proportionate share of capital costs for exploration and development activities will be recovered by GSPC without interest over the projected production life or ten years, whichever is less, from oil and natural gas produced on the Exploration Block. GeoGlobal is not entitled to any share of production until GSPC has recovered the Company's share of the costs and expenses that were paid by GSPC on behalf of the Company and RGM.

As at July 31, 2007, GSPC has incurred costs of Rs 195.77 crore (approximately US$45.5 million) (December 31, 2006 – Rs 114.96 crore (approximately US$26.1 million)) attributable to GeoGlobal under the CIA of which 50% is for the account of RGM.

GeoGlobal has been advised by GSPC, that GSPC is seeking payment of the amount by which the exploration costs attributable to GeoGlobal under the PSC relating to the KG Offshore Block exceeds the amount that GSPC deems it is obligated to pay on behalf of GeoGlobal (including the net 5% participating interest of RGM) under the terms of the CIA. GSPC asserts that the Company is required to pay 10% of the exploration expenses over and above US$59.23 million. GeoGlobal disputes this assertion of GSPC. See note 11e.

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

Oil and Gas Interests (continued)

Participating Interest Agreement

On March 27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI consent, 50% of the benefits and obligations of the PSC covering the Exploration Block KG-OSN-2001/3 ("KG Offshore Block") and the CIA leaving GeoGlobal with a net 5% participating interest in the KG Offshore Block and a net 5% carried interest in the CIA. Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal retains the exclusive right to deal with the other parties to the KG Offshore Block and the CIA and is entitled to make all decisions regarding the interest assigned to RGM, RGM has agreed to be bound by and be responsible for the actions taken by, obligations undertaken and costs incurred by GeoGlobal in regard to RGM's interest and to be liable to GeoGlobal for its share of all costs, interests, liabilities and obligations arising out of or relating to the RGM interest. RGM has agreed to indemnify GeoGlobal against any and all costs, expenses, losses, damages or liabilities incurred by reason of RGM's failure to pay the same. Subject to obtaining the government consent to the assignment, RGM is entitled to all income, receipts, credits, reimbursements, monies receivable, rebates and other benefits in respect of its 5% interest which relate to the KG Offshore Block. GeoGlobal has a right of set-off against sums owing to GeoGlobal by RGM. In the event that the Indian government consent is delayed or denied, resulting in either RGM or GeoGlobal being denied an economic benefit it would have realized under the PIA, the parties agreed to amend the PIA or take other reasonable steps to assure that an equitable result is achieved consistent with the parties' intentions contained in the PIA. As a consequence of this transaction the Company reports its holdings under the KG Offshore Block and CIA as a net 5% participating interest ("PI").

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock

a) Common shares

	Number of shares			Capital stock US $			Additional paid-in capital US $

Balance at December 31, 2002		1,000			64			--

2003 Transactions
Capital stock of GeoGlobal at August 29, 2003		14,656,687			14,657			10,914,545
Common shares issued by GeoGlobal to acquire GeoGlobal India		34,000,000			34,000			1,072,960
Share issuance costs on acquisition		--			--			(66,850	)
Elimination of GeoGlobal capital stock in recognition of reverse takeover (note 7)		(1,000	)		(14,657	)		(10,914,545	)
Options exercised for cash		396,668			397			101,253
December 2003 private placement financing (note 5d)		6,000,000			6,000			5,994,000
Share issuance costs on private placement		--			--			(483,325	)
		55,052,355			40,397			6,618,038

2004 Transactions
Options exercised for cash		115,000			115			154,785
Broker Warrants exercised for cash (note 5d)		39,100			39			58,611
		154,100			154			213,396

2005 Transactions
Options exercised for cash		739,000			739			1,004,647
2003 Stock Purchase Warrants exercised for cash		2,214,500			2,214			5,534,036
Broker Warrants exercised for cash (note 5d)		540,900			541			810,809
September 2005 private placement financing (note 5c)		4,252,400			4,252			27,636,348
Share issuance costs on private placement (note 5c)		--			--			(1,541,686	)
		7,746,800			7,746			33,444,154

2006 Transactions
Options exercised for cash		2,284,000			2,285			2,706,895
Options exercised for notes receivable		184,500			185			249,525
2003 Stock Purchase Warrants exercised for cash (note 5e(i))		785,500			786			1,962,964
Share issuance costs		--			--			(74,010	)
Stock-based compensation		--			--			1,956,865
		3,254,000			3,256			6,802,239

Balance as at December 31, 2006		66,208,255			51,617			47,077,827

2007 Transactions
Options exercised for cash (note 6d)		317,500			317			320,358
June 2007 private placement financing (note 5b)		5,680,000			5,680			28,394,320
Share issuance costs on private placement (note 5b)		--			--			(2,720,728	)
2007 Compensation options (note 5b)		--			--			705,456
Stock-based compensation (note 6b)		--			--			2,035,892
2005 Stock purchase warrant modification (note 5g)		--			--			1,320,000
2005 Compensation option & warrant modification (note 5g)					--			240,000
		5,997,500			5,997			30,295,298

Balance as at September 30, 2007		72,205,755			57,614			77,373,125

Page 11

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

b) June 2007 Financing

During June 2007, GeoGlobal completed the sale of 5,680,000 Units of its securities at US$5.00 per Unit for aggregate gross cash proceeds of US$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 US$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 US$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 US$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 November 14, 2007 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.

The proceeds from the issuance of the Units have been allocated between the common shares and the 2007 Stock Purchase Warrants based on their fair value. The fair value of the common share was determined based on the market price of the stock the day the financing closed. The fair value of the 2007 Stock Purchase Warrants was based on a Black-Scholes option-pricing model and the following weighted average assumptions as at the date of the financing closing as follows:

Risk-free interest rate	4.97%
Expected life	2.0 years
Contractual life	2.0 years
Expected volatility	69%
Expected dividend yield	0%

The resulting allocation of the fair value to the common shares and the 2007 Stock Purchase Warrants (included as additional paid-in capital) was US$24,992,000 and US$3,408,000 respectively.

Costs of US$2,720,728 were incurred in issuing shares in these transactions which included a fee paid to the placement agents of US$1,704,000 along with the 2007 Compensation Options with a fair value of US$705,456 with respect to the sale of the 5,680,000 Units. The Company assigned a fair value to the 2007 Compensation Options based on the same Black-Scholes option-pricing model and the same weighted average assumptions as used for the valuation of the 2007 Stock Purchase Warrants above.

Page 12

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5 Capital Stock (continued)

The total issuance costs of US$2,720,728 associated with the private placement financing were allocated to the common shares and the 2007 Stock Purchase Warrants on the same basis utilized for the allocation of the private placement financing proceeds as follows:

	Common Shares			2007 Stock Purchase Warrants			Total
	US$			US$			US$

Proceeds from private placement financing		24,992,000			3,408,000			28,400,000
Issuance costs from private placement financing		(2,394,241	)		(326,487	)		(2,720,728	)
Balance September 30, 2007		22,597,759			3,081,513			25,679,272

Also, pursuant to the terms of the transaction, GeoGlobal entered into a Registration Rights Agreement with the placement agents whereby the Company agreed to prepare and file at its expense with the United States Securities and Exchange Commission ("SEC") as promptly as practicable and in any event prior to 5:00 pm eastern time on August 17, 2007 a registration statement under the US Securities Act of 1933, as amended (the "Act"), for an offering on a continuous shelf basis of the shares of Common Stock included in the Units and issuable on exercise of the 2007 Purchase Warrants included in the Units and the shares of Common Stock issuable to the placement agents on exercise of the 2007 Compensation Options. Such registration statement was filed on August 17, 2007.

c) September 2005 Financing

During September 2005, GeoGlobal completed the sale of 3,252,400 Units of its securities at US$6.50 per Unit, together with a concurrent sale of an additional 1,000,000 Units on the same terms, for aggregate gross cash proceeds of US$27,640,600.

Each Unit is comprised of one common share and one half of one warrant. One full warrant ("2005 Stock Purchase Warrant") entitles the holder to purchase one additional common share for US$9.00, for a term of two years expiring September 2007. The 2005 Stock Purchase Warrants are subject to accelerated expiration in the event that the price of the Company's common shares on the American Stock Exchange is US$12.00 or more for 20 consecutive trading days, the resale of the shares included in the Units and issuable on exercise of the 2005 Stock Purchase Warrants has been registered under the Act, and the hold period for Canadian subscribers has expired. In such events, the warrant term will be reduced to 30 days from the date of issuance of a news release announcing such accelerated expiration of the warrant term. At November 14, 2007 since not all such events have occurred, the accelerated expiration of the warrant term was not triggered.

Costs of US$1,541,686 were incurred in issuing shares in these transactions which included a fee of US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale of the 3,252,400 Units, and, in addition, compensation options ("2005 Compensation Options") were issued to Jones Gable & Company Limited entitling it to purchase an additional 195,144 Units at an exercise price of US$6.50 per Unit through their expiration in September 2007. The 2005 Compensation Options are also subject to accelerated expiration on the same terms and conditions as the warrants issued in the transaction.

Page 13

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

d) December 2003 Financing

On December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000 units at US$1.00 each, together with a concurrent private placement of an additional 200,000 units on the same terms, for aggregate gross cash total proceeds of US$6,000,000.

Each unit is comprised of one common share and one half of one warrant. One full warrant ("2003 Stock Purchase Warrant"), entitles the holder to purchase one additional common share for US$2.50, for a term of two years from date of closing. The 2003 Stock Purchase Warrants are subject to accelerated expiration 30 days after issuance of a news release to that effect in the event that the common shares trade at US$4.00 or more for 20 consecutive trading days and if the resale of the shares has been registered under the Act and the hold period for Canadian subscribers has expired. Also issued as additional consideration for this transaction were 580,000 Broker Warrants.

The 580,000 Broker Warrants described above entitled the holder to purchase 580,000 common shares at an exercise price of US$1.50 per share which were fully exercised before they expired on December 23, 2005 for gross proceeds of US$870,000.

e) Warrants and Compensation Options

i) 2003 Stock Purchase Warrants

During the three months ended March 31, 2006, all remaining Purchase Warrants issued in December 2003 were exercised which resulted in the issuance of 785,500 common shares for gross proceeds of US$1,963,750. As at September 30, 2007, none of such 2003 Stock Purchase Warrants remain to be exercised.

ii) 2005 Stock Purchase Warrants

As at September 30, 2007, none of the 2005 Stock Purchase Warrants have been exercised. If all of the 2005 Stock Purchase Warrants were exercised, it would result in the issuance of 2,126,200 common shares for gross proceeds of US$19,135,800.

On September 6, 2007, the Company extended the expiration date of all outstanding 2005 Stock Purchase Warrants which were to expire on September 9, 2007, to June 20, 2009 (see note 5g).

iii)

2005 Compensation Options

As at September 30, 2007, none of the 195,144 2005 Compensation Options were exercised. If fully exercised, the 2005 Compensation Options would result in the issuance of 195,144 Units at an exercise price of US$6.50 resulting in gross proceeds of US$1,268,436.

On September 6, 2007, the Company extended the expiration date of all outstanding 2005 Compensation Options and associated 2005 Compensation Option Warrants which were to expire on September 9, 2007, to June 20, 2009 (see note 5g).

iv) 2005 Compensation Option Warrants

As at September 30, 2007, none of the 97,572 2005 Compensation Option Warrants have been issued as a result of the 2005 Compensation Options not being exercised. If the 2005 Compensation Options are exercised and the 2005 Compensation Option Warrants issued, such Warrants if exercised, would result in the issuance of 97,572 common shares for gross proceeds of US$878,148.

v)	2007 Stock Purchase Warrants

As at September 30, 2007, none of the 2,840,000 2007 Stock Purchase Warrants were exercised. If fully exercised, the 2007 Stock Purchase Warrants would result in the issuance of 2,840,000 common shares for gross proceeds of US$21,300,000.

Page 14

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

5. Capital Stock (continued)

vi) 2007 Compensation Options

As at September 30, 2007, none of the 340,800 2007 Compensation Options were exercised. If fully exercised, the 2007 Compensation Options would result in the issuance of 340,800 common shares for gross proceeds of US$1,704,000

f)	Weighted-average number of shares

In calculating the net loss per share – basic and diluted, the incremental fair value of $1,320,000 associated with the 2005 Stock Purchase Warrants modification has been included in the determination of income attributable to common stockholders (see note 5g). As all other warrants and options are anti-dilutive, they have been excluded from the net loss per share – diluted calculation. For purposes of the determination of net loss per share, the basic and diluted weighted-average number of shares outstanding for the three and nine months ended September 30, 2007 was 67,205,756 and 63,440,573 respectively (three and nine months ended September 30, 2006 – 59,147,997 and 58,841,639 respectively ). The numbers for the three and nine months ended September 30, 2007 and the three and nine months ended September 30, 2006, exclude the 5,000,000 shares currently held in escrow (see note 7).

g)	Extended warrants and compensation modification

On September 6, 2007, GeoGlobal passed a Board of Directors resolution extending 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, 2007

Risk-free interest rate	4.28%	4.08%
Expected life	4 days	22 months
Contractual life	4 days	22 months
Expected 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.

Page 15

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options

a) The Company’s 1998 Stock Incentive Plan

Under the terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000 common shares have been reserved for issuance on exercise of options granted under the Plan. As at September 30, 2007, the Company had 3,305,697 (December 31, 2006 – 3,650,697) common shares remaining for the grant of options under the Plan. The Board of Directors of the Company may amend or modify the Plan at any time, subject to any required stockholder approval. The Plan will terminate on the earliest of: (i) 10 years after the Plan Effective Date, being December 2008; (ii) the date on which all shares available for issuance under the Plan have been issued as fully-vested shares; or, (iii) the termination of all outstanding options in connection with certain changes in control or ownership of the Company.

b) Stock-based compensation

The Company adopted FAS 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, consultants and directors based on their grant date fair value using the Black-Scholes option-pricing model, such cost to be expensed over the compensations’ respective vesting periods.

	Three months ended Sept 30, 2007 US $		Three months ended Sept 30, 2006 US $		Nine months ended Sept 30, 2007 US $		Nine months ended Sept 30, 2006 US $		Period from Inception, Aug 21, 2002 to Sept 30, 2007 US $

Stock based compensation
Consolidated Statements of Operations
General and administrative		215,552		167,419		547,449		380,460		1,111,000
Consulting fees		174,447		252,090		512,757		252,090		1,139,382
		389,999		419,509		1,060,206		632,550		2,250,382
Consolidated Balance Sheets
Oil and gas interests
Exploration costs - India		498,645		326,385		975,686		393,810		1,742,375
		888,644		745,894		2,035,892		1,026,360		3,992,757

At January 1, 2006, the impact of the adoption of FAS123(R) required the Company to recognize a charge for past stock-based compensation options granted of US$367,596 over the next 3 years in accordance with their respective vesting periods. In the period from inception August 21, 2002 to September 30, 2007 US$343,247; (three and nine months ended September 30, 2007, US$14,073 and US$42,219, respectively; and for the three and nine months ended September 30, 2006, US$49,340 and US$286,955, respectively) of this charge was recognized in the Consolidated Statement of Operations as general and administrative expense. This resulted in an increase in the net loss and comprehensive loss for the respective periods in the same amount and no impact on the net loss per share – basic and diluted for the periods.

ii)

At September 30, 2007, the total compensation cost related to non-vested awards not yet recognized was US$2,283,389 (December 31, 2006 – US$1,577,286) which will be recognized over the remaining vesting period of the options. The total fair value of all options vested during the three and nine months ended September 30, 2007 was US$1,549,275 and US$1,965,475, respectively (year ended December 31, 2006 - US$1,046,490).

Page 16

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

c) Black-Scholes Assumptions

During the nine months ended September 30, 2007 and 2006 options of 1,455,000 and 2,225,000, respectively were granted to the Company's directors, employees and consultants under the terms of the 1998 Stock Incentive Plan. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model. Weighted average assumptions used in the valuation are disclosed in the following table:

	Three months ended Sept 30, 2007	Three months ended Sept 30, 2006	Nine months ended Sept 30, 2007	Nine months ended Sept 30, 2006
Fair value of stock options granted (per option)	US$1.76	US$1.08	US$1.89	US$1.19
Risk-free interest rate	4.93%	4.17%	4.84%	4.17%
Volatility	65%	70%	67%	70%
Expected life	1.6 years	1.3 years	1.7years	1.3 years
Dividend yield	0%	0%	0%	0%

i)	The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

ii)

Expected volatilities are based on historical volatility of the Company's stock and other factors.

iii)

The expected life of options granted represents the period of time that the options are expected to be outstanding and is derived from historical exercise behavior and current trends.

Page 17

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

6. Stock Options (continued)

d) Stock option table

During the nine months ended September 30, 2007, the options as set out below were granted for services provided to the Company:

Grant date mm/dd/yy	Option exercise price US$	Fair Value at Original Grant Date US$	Expiry date mm/dd/yy	Vesting date mm/dd/yy	Balance Dec 31/06 #	Granted during the period ii) #	Cancelled (c) Expired (x) Exercised (e) during the period iv) #	Balance Sept 30/07 iii) #	Balance Exercisable Sept 30/07 #

12/09/03	1.18	0.24	08/31/06	Vested	--	--	--	--	--
12/30/03	1.50	0.32	08/31/06	Vested	--	--	--	--	--
01/17/05	1.01	0.38	i) 06/30/07	Vested	352,500	--	317,500 (e) 35,000 (x)	--	--
01/18/05	1.10	0.62	08/31/08	Vested	600,000	--	--	600,000	600,000
01/25/05	1.17	0.43	08/31/06	Vested	--	--	--	--	--
06/14/05	3.49	1.55	06/14/15	Vested	150,000	--	--	150,000	150,000
08/24/05	6.50	2.38	08/24/08	Vested	110,000	--	--	110,000	110,000
10/03/05	6.81	3.07	10/03/15	Vested	16,666	--	-	16,666	16,666
10/03/05	6.81	3.83	10/03/15	10/03/07	16,667	--	--	16,667	--
10/03/05	6.81	4.38	10/03/15	10/03/08	16,667	--	--	16,667	--
06/14/06	5.09	2.06	06/14/16	Vested	200,000	--	--	200,000	20,000
07/25/06	3.95	1.14	12/31/09	Vested	100,000	--	--	100,000	100,000
07/25/06	3.95	1.39	12/31/09	Vested	660,000	--	--	660,000	660,000
07/25/06	3.95	1.60	12/31/09	12/31/07	50,000	--	--	50,000	--
07/25/06	3.95	1.78	12/31/09	07/25/08	145,000	--	--	145,000	--
07/25/06	3.95	2.01	12/31/09	07/25/09	70,000	--	--	70,000	--
07/25/06	3.95	1.14	07/25/16	Vested	500,000	--	--	500,000	500,000
07/25/06	3.95	1.14	07/25/16	Vested	500,000	--	--	500,000	500,000
11/24/06	7.52	2.47	11/24/09	Vested	10,000	--	--	10,000	10,000
11/24/06	7.52	2.92	11/24/09	12/31/07	10,000	--	--	10,000	--
11/24/06	7.52	3.70	11/24/09	12/31/08	10,000	--	--	10,000	--
03/30/07	6.11	2.02	03/30/10	12/31/07	--	50,000	--	50,000	--
03/30/07	6.11	2.69	03/30/10	12/31/08	--	50,000	--	50,000	--
03/30/07	6.11	2.82	03/30/10	03/30/09	--	50,000	--	50,000	--
05/16/07	5.09	1.51	05/16/10	12/31/07	--	10,000	--	10,000	--
05/16/07	5.09	2.09	05/16/10	12/31/08	--	10,000	--	10,000	--
05/16/07	5.09	2.09	05/16/10	05/31/09	--	10,000	--	10,000	--
06/20/07	5.06	2.08	06/20/17	06/20/08	--	200,000	--	200,000	--
07/03/07	5.03	1.70	12/31/10	Vested	--	35,000	--	35,000	35,000
07/03/07	5.03	1.70	12/31/10	10/03/07	--	10,000	--	10,000	--
07/03/07	5.03	1.70	12/31/10	12/31/07	--	42,500	--	42,500	--
07/03/07	5.03	1.70	12/31/10	07/03/08	--	847,500	--	847,500	--
07/03/07	5.03	1.98	12/31/10	12/31/08	--	20,000	--	20,000	--
07/03/07	5.03	2.25	12/31/10	07/03/09	--	120,000	--	120,000	--
					3,517,500	1,455,000	352,500	4,620,000	2,701,666

On August 30, 2006, the Board of Directors of the Company passed a resolution with respect to the remaining stock options issued on January 17, 2005 to (a) extend the expiry date of all then outstanding options from August 31, 2006 to the earlier of June 30, 2007 or 60 days following the date of a “Commercial Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 and (b) to extend the vesting date of certain of these options to the earlier of the date of a “Commercial Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 or May 31, 2007, as long as drilling operations are continuing on the KG Offshore Block. This resolution resulted in an added incremental stock-based compensation cost of $11,440 with respect to the seven employees. At September 30, 2007, none of these options remain to be exercised.

ii)

During the nine months ended September 30, 2007, the Company granted options to purchase 1,455,000 shares exercisable at various prices between $5.03 and $6.11 and expire on dates between March 30, 2010 and June 20, 2017, which vest in their entirety on vesting dates between July 25, 2007 and July 3, 2009.

iii)

As at September 30, 2007, there were 4,620,000 options outstanding at various prices which, if exercised, would result in gross proceeds of US$18,969,800.

iv)

During the three and nine months ended September 30, 2007, there were nil and 317,500 options exercised respectively, at $1.01 per share for gross proceeds of US$nil and US$320,675 respectively. During the three and nine months ended September 30, 2007, nil and 35,000 options respectively, expired.

Page 18

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

7. Acquisition

On August 29, 2003, pursuant to an agreement dated April 4, 2003 and amended August 29, 2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources (India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr. Roy, whereby the Company acquired from Mr. Roy all of the outstanding capital stock of GeoGlobal India. In exchange for the outstanding capital stock of GeoGlobal India, the Company issued 34.0 million shares of our Common Stock. Of the 34.0 million shares, 14.5 million shares were delivered to Mr. Roy at the closing of the transaction on August 29, 2003 and an aggregate of 19.5 million shares were held in escrow by an escrow agent. The terms of the escrow provide for the release of the shares upon the occurrence of certain developments relating to the outcome of oil and natural gas exploration and development activities conducted on the KG Offshore Block. On August 27, 2004, 14.5 million shares were released to Mr. Roy from escrow upon the commencement of a drilling program on the KG Offshore Block. The final 5.0 million shares remaining in escrow will be released only if a commercial discovery is declared on the KG Offshore Block. In addition to the shares of Common Stock, the Company delivered to Mr. Roy a US$2.0 million promissory note, of which US$500,000 was paid on the closing of the transaction on August 29, 2003, US$500,000 was paid on October 15, 2003, US$500,000 was paid on January 15, 2004 and US$500,000 was paid on June 30, 2004. The note did not accrue interest. The note was secured by the outstanding stock of GeoGlobal India which has subsequently been released. As a consequence of the transaction, Mr. Roy held as of the closing of the transaction an aggregate of 34.0 million shares of our outstanding Common Stock, or approximately 69.3% of the shares outstanding, assuming all shares held in escrow are released to him. The terms of the transaction provide that Mr. Roy is to have the right to vote all 34.0 million shares following the closing, including the shares during the period they are held in escrow. Shares not released from the escrow will be surrendered back to GeoGlobal.

As discussed in note 1, the acquisition of GeoGlobal India by GeoGlobal was accounted for as a reverse takeover transaction. As a result, the cost of the transaction was determined based upon the net assets of GeoGlobal deemed to have been acquired. These consolidated financial statements include the results of operations of GeoGlobal from the date of acquisition. The net identifiable assets acquired of GeoGlobal were as follows:

	US $

Net assets acquired
Cash		3,034,666
Other current assets		75,000
Current liabilities		(2,706	)

Net book value of identifiable assets acquired		3,106,960

Consideration paid
Promissory note issued		2,000,000
34,000,000 common shares issued par value $0.001		34,000
Additional paid-in capital		1,072,960
		3,106,960

Page 19

Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

8. Related Party Transactions

Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed by the related parties.

a) Note payable

On August 29, 2003, as part of the Acquisition (see note 7), a US$2,000,000 promissory note was issued to the sole shareholder of GeoGlobal India. On each of August 29, 2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000 of the note was repaid. The promissory note was non-interest bearing and the capital stock of GeoGlobal India collateralized the repayment of the note. The collateral has been released.

b) Roy Group (Mauritius) Inc.

Roy Group (Mauritius) Inc. is related to the Company by common management and is controlled by a director of the Company who is also a principal shareholder of the Company. On March 27, 2003, the Company entered into a Participating Interest Agreement (see note 4d) with the related party.

c) Roy Group (Barbados) Inc. (“Roy Group”)

Roy Group is related to the Company by common management and is controlled by 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 ("TSA") with Roy Group to provide services to the Company as assigned by the Company and to bring new oil and gas opportunities to the Company. On January 31, 2006, the terms of the agreement were amended to extend the term of the agreement from August 31, 2006 to December 31, 2007. Roy Group receives consideration of US$350,000 per year, as outlined and recorded below:

Three months ended Sept 30, 2007

US $

Three months ended Sept 30, 2006

US $

Nine months ended Sept 30, 2007

US $

Nine months ended Sept 30, 2006

US $

Period from Inception, Aug 21, 2002 to Sept 30, 2007

US $

Consolidated Statements of Operations

Consulting fees

17,500

17,500

52,500

52,500

251,167

Consolidated Balance Sheets

Oil and gas interests

Exploration costs - India (note 4b)

70,000

70,000

210,000

210,000

1,004,666

87,500

87,500

262,500

262,500

1,255,833

During the three and nine months ended September 30, 2007, the Company recognized compensation cost for stock-based compensation arrangements with the principal of Roy Group as outlined and recorded below:

Consolidated Statement of Operations
Consulting fees	4,754	--	33,279	--	114,100
Consolidated Balance Sheets
Oil and gas interests
Exploration costs - India (note 4b)	19,017	--	133,117	--	456,400
	23,771	--	166,396	--	570,500

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Table of Contents

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2007

8. Related Party Transactions (continued)

Roy Group was also reimbursed during the three and nine months ended September 30, 2007 on a cost recovery basis, for travel, hotel, meals and entertainment expenses as outlined and recorded below:

Three months ended Sept 30, 2007

Three months ended Sept 30, 2006

Nine months ended Sept 30, 2007

Nine months ended Sept 30, 2006

Period from Inception, Aug 21, 2002 to Sept 30, 2007

US $

US $

US $

US $

Consolidated Statements of Operations

General and administrative