Edgar Filing: GEOGLOBAL RESOURCES INC.

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2008;
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.

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(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

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(Address of principal executive offices, zip code)

403/777-9250

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(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 [ ]

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 [ ]

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 August 7, 2008
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.	Financial Statements

	Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007 (Unaudited)	3

	Consolidated Statements of Operations for the six months ended June 30, 2008 and June 30, 2007 and for the period from inception on August 21, 2002 to June 30, 2008 (Unaudited)	4

	Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and June 30, 2007 and for the period from inception on August 21, 2002 to June 30, 2008 (Unaudited)	6

	Notes to the Consolidated Financial Statements as at June 30, 2008 (Unaudited)	7-20

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31


PART II	OTHER INFORMATION

Item 1A.	Risk Factors	31

Item 6.	Exhibits	34

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED BALANCE SHEETS (Unaudited)
	June 30, 2008			December 31, 2007

Assets
Current
Cash and cash equivalents		31,740,361			48,134,858
Accounts receivable		287,481			171,977
Prepaids and deposits		105,728			100,052
		32,133,570			48,406,887

Restricted deposits		8,649,218			4,555,480
Property and equipment (note 3)		146,862			157,398
Oil and gas interests, not subject to depletion (note 4)		32,397,536			27,099,547

		73,327,186			80,219,312

Liabilities
Current
Accounts payable		989,891			3,908,506
Accrued liabilities		2,900,961			2,355,322
Due to related companies (note 8)		67,372			66,152
		3,958,224			6,329,980

Asset retirement obligation (note 5)		470,471			318,922
		4,428,695			6,648,902

Stockholders' Equity
Capital stock (note 6)
Authorized
100,000,000 common shares with a par value of $0.001 each
1,000,000 preferred shares with a par value of $0.01 each
Issued
72,205,755 common shares (December 31, 2007 – 72,205,755)		57,614			57,614
Additional paid-in capital		83,407,430			82,791,057
Deficit accumulated during the development stage		(14,566,553	)		(9,278,261	)
		68,898,491			73,570,410

		73,327,186			80,219,312
See Guarantees (note 10), Commitments (note 11) and Contingencies (note 12) The accompanying notes are an integral part of these Interim Consolidated Financial Statements

Page 3

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended Jun 30, 2008			Three months ended Jun 30, 2007			Six months ended Jun 30, 2008			Six months ended Jun 30, 2007			Period from Inception, Aug 21, 2002 to Jun 30, 2008
				Restated note 7c						Restated note 7c			note 13a
Expenses
General and administrative		664,689			478,711			1,169,977			951,287			6,445,851
Consulting fees		162,273			(22,523	)		464,261			68,678			5,624,975
Professional fees		404,379			109,922			518,696			341,494			2,309,343
Asset Impairment (note 4c)		3,765,015			--			3,765,015			--			3,765,015
Depreciation		12,932			12,694			25,564			24,344			292,299
Accretion expense		8,490			--			14,868			--			14,868
		5,017,778			578,804			5,958,381			1,385,803			18,452,351
Other expenses (income)
Consulting fees recovered		--			--			--			--			(66,025	)
Equipment costs recovered		--			--			--			--			(19,395	)
Gain on sale of equipment		--			--			--			--			(42,228	)
Foreign exchange (gain) loss		9,061			(8,210	)		21,762			(12,719	)		26,799
Interest income		(242,849	)		(421,199	)		(691,851	)		(856,892	)		(5,104,949	)
		(233,788	)		(429,409	)		(670,089	)		(869,611	)		(5,205,798	)

Net loss and comprehensive loss for the period		(4,783,990	)		(149,395	)		(5,288,292	)		(516,192	)		(13,246,553	)

Net loss per share – basic and diluted (note 9)		(0.07	)		0.00			(0.08	)		(0.01	)
The accompanying notes are an integral part of these Consolidated Financial Statements

Page 4

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
	Number of shares			Capital Stock			Additional paid-in capital			Accumulated Deficit			Stockholders' Equity
							Restated note 7c			Restated note 7c			Restated note 7c

From inception August 21, 2002 to December 31, 2006
Common shares issued on incorporation		1,000			64			--			--			64
Capital stock of GeoGlobal at August 29, 2003		14,656,687			14,657			--			10,914,545			10,929,202
Elimination due to reverse takeover		(1,000	)		(14,657	)		--			(10,914,545	)		(10,929,202	)
Issued on reverse takeover		34,000,000			34,000			1,072,960			--			1,106,960
Private placement financings		10,252,400			10,252			33,630,348			--			33,640,600
Options exercised		3,719,168			3,721			4,217,105			--			4,220,826
Purchase Warrants exercised		3,000,000			3,000			7,497,000			--			7,500,000
Broker Warrants exercised		580,000			580			869,420			--			870,000
Stock-based compensation		--			--			7,779,938			--			7,779,938
Share issuance costs		--			--			(2,165,871	)		--			(2,165,871	)
Net loss and comprehensive loss		--			--			--			(6,415,151	)		(6,415,151	)
Balance as at December 31, 2006		66,208,255			51,617			52,900,900			(6,415,151	)		46,537,366

Common shares issued during 2007:
Options exercised for cash		317,500			317			320,358			--			320,675
June 2007 private placement financing (note 6a)		5,680,000			5,680			28,394,320			--			28,400,000
Share issuance costs on private placement		--			--			(2,612,973	)		--			(2,612,973	)
2007 Compensation Options		--			--			705,456			--			705,456
2005 Stock Purchase Warrant modification		--			--			1,320,000			(1,320,000	)		--
2005 Compensation Option & Warrant modification		--			--			240,000			--			240,000
Stock-based compensation		--			--			1,522,996			--			1,522,996
Net loss and comprehensive loss for 2007		--			--			--			(1,543,110	)		(1,543,110	)
Balance as at December 31, 2007		72,205,755			57,614			82,791,057			(9,278,261	)		73,570,410

Stock-based compensation (note 7b)		--			--			616,373			--			616,373
Net loss and comprehensive loss for the period		--			--			--			(5,288,292	)		(5,288,292	)
Balance as at June 30, 2008		72,205,755			57,614			83,407,430			(14,566,553	)		68,898,491
See note 6 for further information The accompanying notes are an integral part of these Interim Consolidated Financial Statements

Page 5

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Three months ended Jun 30, 2008			Three months ended Jun 30, 2007			Six months ended Jun 30, 2008			Six months ended Jun 30, 2007			Period from Inception, Aug 21, 2002 to Jun 30, 2008
				Restated note 7c						Restated note 7c			note 13a
Cash flows provided by (used in) operating activities
Net loss		(4,783,990	)		(149,395	)		(5,288,292	)		(516,192	)		(13,246,553	)
Adjustment to reconcile net loss to net cash used in operating activities:
Accretion expense (note 5)		8,490			--			14,868			--			14,868
Asset impairment		3,765,015			--			3,765,015			--			3,765,015
Depreciation		12,932			12,694			25,564			24,344			292,299
Gain on sale of equipment		--			--			--			--			(42,228	)
Stock-based compensation (note 7b)		140,169			76,290			312,662			338,773			5,598,307
2005 Compensation Option and Warrant modification		--			--			--			--			240,000
Changes in operating assets and liabilities:
Accounts receivable		46,510			(39,053	)		(115,504	)		4,015			(212,481	)
Prepaids and deposits		17,881			31,628			35,656			(80,632	)		(30,001	)
Accounts payable		45,293			(34,459	)		(181,754	)		89,574			145,904
Accrued liabilities		(92,500	)		(33,487	)		(322,500	)		(33,487	)		117,500
Due to related companies		(7,631	)		19,171			1,220			(5,538	)		25,616
		(847,831	)		(116,611	)		(1,753,065	)		(179,143	)		(3,331,754	)
Cash flows provided by (used in) investing activities
Oil and gas interests		(3,041,695	)		(884,355	)		(7,452,611	)		(2,380,958	)		(30,215,947	)
Property and equipment		(4,001	)		(123,793	)		(15,028	)		(474,537	)		(479,733	)
Proceeds on sale of equipment		--			--			--			--			82,800
Cash acquired on acquisition		--			--			--			--			3,034,666
Restricted deposits		(1,238,738	)		(2,920	)		(5,263,738	)		393,153			(9,819,218	)
Changes in investing assets and liabilities:
Cash call receivable		275,569			(62,547	)		--			(62,547	)		--
Prepaids and deposits		39,326			--			(41,332	)		--			(75,727	)
Accounts payable		(4,380,095	)		170,665			(2,736,862	)		(1,402,238	)		794,978
Accrued liabilities		329,586			(24,684	)		868,139			212,959			2,783,461
		(8,020,048	)		(927,634	)		(14,641,432	)		(3,714,168	)		(33,894,720	)
Cash flows provided by (used in) financing activities
Proceeds from issuance of common shares		--			28,700,475			--			28,720,675			74,952,165
Share issuance costs		--			(1,903,046	)		--			(1,903,046	)		(4,073,388	)
Changes in financing liabilities:
Note payable		--			--			--			--			(2,000,000	)
Accounts payable		--			68,290			--			68,290			61,078
Due to related companies		--			--			--			--			26,980
		--			26,865,719			--			26,885,919			68,966,835
Net increase (decrease) in cash and cash equivalents		(8,867,879	)		25,821,474			(16,394,497	)		22,992,608			31,740,361

Cash and cash equivalents, beginning of period		40,608,240			29,534,112			48,134,858			32,362,978			--

Cash and cash equivalents, end of period		31,740,361			55,355,586			31,740,361			55,355,586			31,740,361

Cash and cash equivalents
Current bank accounts								396,046			582,336			396,046
Short term deposits								31,344,315			54,773,250			31,344,315
								31,740,361			55,355,586			31,740,361
Cash taxes paid during the period								10,400			11,675			75,913
The accompanying notes are an integral part of these Consolidated Financial Statements

Page 6

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

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 ("PSCs") 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. However, 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. At June 30, 2008, Management of the Company believes the Company has sufficient capital resources which will meet all obligations and exploration commitments to June 30, 2009. The Company is a Delaware corporation whose common stock is listed and traded on the American Stock Exchange under the symbol GGR.

2. Significant Accounting Policies

a) Basis of presentation

The accompanying interim condensed consolidated financial statements of the Company, with the exception of the Consolidated Balance Sheet at December 31, 2007, have not been audited, are presented in United States ("US") dollars unless otherwise noted and have been prepared by management in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

In the opinion of management, the interim condensed consolidated financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at June 30, 2008, the results of operations and it's cash flows for the six months ended June 30, 2008 and 2007 and for the period from inception of August 21, 2002 to June 30, 2008. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and related disclosures. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or circumstances.

Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2007. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

b) Recently adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements” ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for periods beginning after November 15, 2007. On February 12, 2008, the FASB issued Staff Position No. FAS 157-2 ("FSP 157-2") which proposed a one year deferral for the implementation of SFAS 157 for non-financial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis (less frequent than annually).

Page 7

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

2. Significant Accounting Policies (continued)

Effective January 1, 2008, the Company adopted SFAS 157 except for measurements of those non-financial assets and liabilities subject to the one-year deferral. Given the nature of the Company’s financial instruments, the adoption of SFAS 157 did not have an impact on its financial position, results of operations or cash flows. Beginning January 1, 2009, the Company will adopt the provisions for nonfinancial assets and nonfinancial liabilities that are not required or permitted to be measured at fair value on a recurring basis. The Company is in the process of evaluating this standard with respect to its effect on nonfinancial assets and liabilities and has not yet determined the impact that it will have on its financial statements upon full adoption in 2009.

SFAS 157, defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

SFAS 157 does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. SFAS 157 establishes a fair value hierarchy that prioritized the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The Company does not currently have any Level 1, 2 or 3 inputs. The three levels of the fair value hierarchy are as follows:

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

·	Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·	Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Effective January 1, 2008, the Company adopted SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This standard allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Company did not elect fair value as an alternative, as provided under SFAS 159 for any of its financial assets and liabilities that are not currently measured at fair value.

3. Property and Equipment

	June 30, 2008			December 31, 2007

Computer and office equipment		396,934			381,905
Accumulated depreciation		(250,072	)		(224,507	)
		146,862			157,398

Page 8

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

4. Oil and Gas Interests

Exploration costs incurred in:
2002	21,925
2003	178,829
2004	506,269
2005	3,250,700
2006	8,163,611
Period from Inception, Aug 21, 2002 to Dec 31, 2006	12,121,334
2007	14,978,213
Balance – December 31, 2007	27,099,547

Additions during the period	5,297,989
Balance – June 30, 2008	32,397,536

a) Exploration costs

The exploration costs incurred to date are not subject to depletion. These exploration costs cover ten exploration blocks, known as the KG Offshore and Onshore Blocks, the Mehsana Block, the Sanand/Miroli Block, the Ankleshwar Block, the DS 03 and DS 04 Blocks, the Tarapur Block and RJ Block 20 and RJ Block 21

b) Carried Interest Agreement ("CIA")

On August 27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company a 10% Carried Interest (“CI”) (net 5%) 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 8a), 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 June 30, 2008, GSPC has incurred costs of approximately $80 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 plus interest. GSPC asserts that the Company is required to pay 10% of the exploration expenses over and above gross costs of $59.23 million (10% being $5.92 million) plus interest. GeoGlobal disputes this assertion of GSPC. See note 12.

c) Impairment of Oil and Gas Interest in Egypt and the Middle East

The Company’s unproved properties are evaluated quarterly for the possibility of potential impairment.

The Company entered into a Joint Bidding Agreement with two additional parties to bid on certain exploration blocks in the Arab Republic of Egypt. The agreement provided that the Company was to receive a 30% participating interest in any production sharing contracts entered into. These blocks include offshore exploration Block 6 (also referred to as N. Hap’y) and onshore exploration Block 8 (also referred to as South Diyur) in the Arab Republic of Egypt. These blocks were awarded subject to certain terms and conditions.

Page 9

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

4. Oil and Gas Interests (continued)

Effective December 31, 2007, the Company entered into two agreements with one of its co-parties. The assignment agreement sets out the terms whereby the Company assigned to the co-party all the Company’s rights to receive a 30% participating interest in the two exploration blocks awarded by the Arab Republic of Egypt in exchange for an option (the Option Agreement) exercisable on or before April 30, 2008 (subsequently extended to June 15, 2008) to reacquire all or a portion of those rights.

At June 30, 2008, the Option Agreement had expired and the Company has not yet negotiated an additional extension of the expiration date. The Company determined the value of the Egyptian blocks to be impaired at June 30, 2008 and therefore has charged to the statement of operations the full carrying value of the Egyptian properties. The amount of the impairment includes the value of the capitalized costs and the value of the related non-refundable bank guarantees. The Company is continuing to seek an extension of the expiration date.

5. Asset Retirement Obligation

Asset retirement obligations are recorded for an obligation where the Company will be required to retire, dismantle, abandon and restore tangible long-lived assets. These obligations pertain to certain exploration blocks where the Company has currently drilled wells.

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

	June 30, 2008	December 31, 2007

Asset retirement obligation at beginning of period	318,922	--
Obligations incurred	136,681	318,922
Accretion	14,868	--

Asset retirement obligation at end of period	470,471	318,922

In determining the fair value of the asset retirement obligations, the estimated cash flows of new obligations incurred during the period have been discounted at 8.0% (December 31, 2007 – 8.0%). The total undiscounted amount of the estimated cash flows required to settle the obligations is $983,000 (December 31, 2007 - $689,000). The obligations will be settled on an ongoing basis over the useful lives of the operating assets, which extend up to 10 years in the future.

Page 10

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

6. Capital Stock

a) June 2007 Financing

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

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

b) Warrants and Compensation Options

i) 2007 Compensation Options

As at June 30, 2008, 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 $1,704,000

ii) 2007 Stock Purchase Warrants

As at June 30, 2008, 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 $21,300,000.

iii)

2005 Compensation Options

As at June 30, 2008, 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 $6.50 resulting in gross proceeds of $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.

iv) 2005 Compensation Option Warrants

As at June 30, 2008, 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 $878,148

v) 2005 Stock Purchase Warrants

As at June 30, 2008, 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 $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.

Page 11

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

6. Capital Stock (continued)

c) Escrow shares

On August 29, 2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources (India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr. Roy, whereby the Company acquired from Mr. Roy all of the outstanding capital stock of GeoGlobal India. In exchange for the outstanding capital stock of GeoGlobal India, the Company issued 34.0 million shares of its Common Stock. Of the 34.0 million shares, 14.5 million shares were delivered to Mr. Roy at the closing of the transaction and 14.5 million shares were released to Mr. Roy from escrow upon the commencement of a drilling program on the KG Offshore Block. The final 5.0 million shares remaining in escrow will be released only if a commercial discovery as defined under the PSC is declared on the KG Offshore Block.

7. Stock Options

a) The Company’s 1998 Stock Incentive Plan

Under the terms of the 1998 Stock Incentive Plan (the "1998 Plan"), as amended, 12,000,000 common shares have been reserved for issuance on exercise of options granted under the 1998 Plan. As at June 30, 2008, the Company had 2,380,697 (December 31, 2007 – 2,380,697) common shares remaining for the grant of options under the 1998 Plan. The Board of Directors of the Company may amend or modify the 1998 Plan at any time, subject to any required stockholder approval. The 1998 Plan will terminate on the earliest of: (i) 10 years after the 1998 Plan Effective Date, being December 2008; (ii) the date on which all shares available for issuance under the 1998 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.

The Company's 2008 Stock Incentive Plan

Subsequent to June 30, 2008, on July 29, 2008 at the Annual Meeting of Stockholders, the shareholders of the Company approved the adoption of the 2008 Stock Incentive Plan. Under the terms of the 2008 Stock Incentive Plan (the "2008 Plan"), 12,000,000 common shares have been reserved for issuance on exercise of options granted under the 2008 Plan. The Board of Directors of the Company may amend or modify the 2008 Plan at any time, subject to any required stockholder approval. The 2008 Plan will terminate on the earliest of: (i) 10 years after the 2008 Plan Effective Date, being July 2018; (ii) the date on which all shares available for issuance under the 2008 Plan have been issued as fully-vested shares; or, (iii) the termination of all outstanding options in connection with certain changes in control or ownership of the Company.

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 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. For awards with graded vesting, in which portions of the award vest in different periods, the Company recognizes compensation costs over the vesting periods for each separate tranche.

Page 12

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

7. Stock Options (continued)

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

	Three months ended Jun 30, 2008			Three months ended Jun 30, 2007			Six months ended Jun 30, 2008			Six months ended Jun 30, 2007			Period from Inception, Aug 21, 2002 to Jun 30, 2008
				Restated note 7c						Restated note7c
Stock based compensation
Consolidated Statements of Operations
General and administrative		185,385			234,383			366,489			503,049			2,344,790
Consulting fees		(45,216	)		(158,093	)		(53,827	)		(164,276	)		3,253,517
		140,169			76,290			312,662			338,773			5,598,307
Consolidated Balance Sheets
Oil and gas interests		133,632			117,076			303,711			264,280			4,321,000
		273,801			193,366			616,373			603,053			9,919,307

c) Restatement

The periods ended June 30, 2007 and the period from inception August 21, 2002 to June 30, 2007 have been restated due to an error in the classification and calculation for stock-based compensation for non-employee consultants.

The following is a summary of the effects of this restatement on the Consolidated Statements of Operations for the three and six months ended June 30, 2007 and for the period from inception of August 21, 2002 to June 30, 2007.

	As Reported						Adjustment						As Restated
	Three months ended Jun 30, 2007			Period of Inception, Aug 21, 2002 to Jun 30, 2007			Three months ended Jun 30, 2007			Period of Inception, Aug 21, 2002 to Jun 30, 2007			Three months ended Jun 30, 2007			Period of Inception, Aug 21, 2002 to Jun 30, 2007
Statements of Operations
General & administrative		393,135			3,290,851			85,576			656,078			478,711			3,946,929
Consulting fees		304,726			2,435,517			(327,249	)		2,436,963			(22,523	)		4,872,480
Net loss and comprehensive loss		(391,068	)		(3,838,302	)		241,673			(3,093,041	)		(149,395	)		(6,931,343	)
Net loss per share - basic and diluted		(0.01	)					0.01						0.00

	Six months ended Jun 30, 2007						Six months ended Jun 30, 2007						Six months ended Jun 30, 2007
Statements of Operations
General & administrative		780,135						171,152						951,287
Consulting fees		571,266						(502,588	)					68,678
Net loss and comprehensive loss		(847,628	)					331,436						(516,192	)
Net loss per share - basic and diluted		(0.01	)					0.00						(0.01	)

For a full summary of the restatement, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2007.

Page 13

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

7. Stock Options (continued)

d) Black-Scholes Assumptions

During the six months ended June 30, 2008 and 2007, options of nil and 230,000, respectively, were granted to the Company's directors and employees 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 and Six months ended Jun 30, 2008	Three and Six months ended Jun 30, 2007
		Restated note 7c

Fair value of stock options granted (per option)	--	US$2.02
Risk-free interest rate	--	4.9%
Volatility	--	69%
Expected life	--	2.0 years
Dividend yield	--	0%

During the periods ended June 30, 2008 and 2007, options of nil and 150,000, respectively, were granted to non-employee consultants in exchange for services under the terms of the 1998 Stock Incentive Plan. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of services rendered. The fair value of each option granted to non-employee consultants is calculated at each reporting date using the Black-Scholes option-pricing model. Weighted average assumptions used in the valuation are disclosed in the following table:

	Three and Six months ended Jun 30, 2008	Three and Six months ended Jun 30, 2007
		Restated Note 7c

Fair value of stock options granted (per option)	$1.02	$1.58
Risk-free interest rate	2.6%	4.9%
Volatility	121%	56%
Expected life	2.2 year	1.0 years
Dividend yield	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.

e) Stock option table

The following table summarized option activity during the six months ended June 30, 2008:

Options	Shares (#)	Weighted Average Exercise Price per Share	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2008	4,470,000	4.04	4.38 years	4,554,000
Granted	--	--	--	--
Exercised	--	--	--	--
Forfeited or expired	--	--	--	--
Outstanding at June 30, 2008	4,470,000	4.04	3.71 years	618,000
Exercisable at June 30, 2008	3,220,833	3.62	4.46 years	618,000

During the six months ended June 30, 2008 and June 30, 2007, cash received on exercise of stock options was $nil and $320,675 respectively.

Page 14

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

7. Stock Options (continued)

During the period ended June 30, 2008, the options as set out below were granted for services provided to the Company:

		Fair Value					Forfeited (f)
	Option	at Original				Granted	Expired (x)		Balance
Grant	exercise	Grant	Expiry	Vesting	Balance	during	Exercised (e)	Balance	Exercisable
date	price	Date	date	date	Dec 31/07	the period	during the period	Jun 30/08	Jun 30/08
Mm/dd/yy	$	$	mm/dd/yy	mm/dd/yy	#	#	#	#	#

01/18/05	1.10	0.62	08/31/08	Vested	600,000	--	--	600,000	600,000
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	Vested	16,667	--	--	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	200,000
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	Vested	50,000	--	--	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	Vested	10,000	--	--	10,000	10,000
11/24/06	7.52	3.70	11/24/09	12/31/08	10,000	--	--	10,000	--
05/16/07	5.09	1.51	05/16/10	Vested	10,000	--	--	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	Vested	200,000	--	--	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	Vested	10,000	--	--	10,000	10,000
07/03/07	5.03	1.70	12/31/10	Vested	42,500	--	--	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	--
					4,470,000	--	--	4,470,000	3,220,833

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) Roy Group (Mauritius) Inc.

Roy Group (Mauritius) Inc. 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 March 27, 2003, the Company entered into a Participating Interest Agreement with the related party.

Page 15

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

8. Related Party Transactions (continued)

b) 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. The term of the agreement, as amended, extends through December 31, 2008 and continues for successive periods of one year thereafter. Roy Group receives consideration of $350,000 per year, as outlined and recorded below:

	Three months ended Jun 30, 2008		Three months ended Jun 30, 2007		Six months ended Jun 30, 2008		Six months ended Jun 30, 2007		Period from Inception, Aug 21, 2002 to Jun 30, 2008
Consolidated Statements of Operations
Consulting fees		43,750		17,500		87,500		35,000		356,167
Consolidated Balance Sheets
Oil and gas interests		43,750		70,000		87,500		140,000		1,162,166
		87,500		87,500		175,000		175,000		1,518,333

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
General and administrative	--	14,262	--	28,525	114,100
Consolidated Balance Sheets
Oil & gas interests	--	57,050	--	114,100	456,400
	--	71,312	--	142,625	570,500

At June 30, 2008 the Company owed Roy Group (Barbados) Inc. $33,192 (December 31, 2007 - $33,192) for services provided and expenses incurred on behalf of the Company and pursuant to the TSA. These amounts bear no interest and have no set terms of repayment.

c) D.I. Investments Ltd. (“DI”)

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

	Three months ended Jun 30, 2008		Three months ended Jun 30, 2007		Six months ended Jun 30, 2008		Six months ended Jun 30, 2007		Period from Inception, Aug 21, 2002 to Jun 30, 2008
Consolidated Statements of Operations
Consulting fees		53,188		46,250		106,375		92,500		808,090

The Company recognized compensation cost for stock-based compensation arrangements with the principal of the related party as outlined and recorded below:

Consolidated Statement of Operations
General and administrative			--				--				--				--				570,500

At June 30, 2008, the Company owed DI $34,180 (December 31, 2007 –$26,007) as a result of services provided and expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

Page 16

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

8. Related Party Transactions (continued)

d) Amicus Services Inc. (“Amicus”)

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

	Three months ended Jun 30, 2008		Three months ended Jun 30, 2007		Six months ended Jun 30, 2008		Six months ended Jun 30, 2007		Period from Inception, Aug 21, 2002 to Jun 30, 2008
Consolidated Statements of Operations
Consulting fees		18,026		12,742		42,317		26,292		238,024

The Company recognized compensation cost for stock-based compensation arrangements with the principal of the related party as outlined and recorded below:

Consolidated Statement of Operations
Consulting fees			(27,825	)			(67,754	)			(32,338	)			(70,404	)			583,867

At June 30, 2008, the Company owed Amicus Services Inc. $nil (December 31, 2007 – $6,953) as a result of services provided and expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

9. Net loss per share amounts

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

	Three months ended Jun 30, 2008			Three months ended Jun 30, 2007			Six months ended Jun 30, 2008			Six months ended Jun 30, 2007
Net loss for the period		(4,783,990	)		(149,395	)		(5,288,292	)		(516,192	)

Weighted average number of common shares outstanding:
Basic		67,205,755			61,835,425			67,205,755			61,526,778
Impact of securities convertible into common shares		351,017			1,183,332			383,072			1,327,358
Diluted		67,556,772			63,018,757			67,588,827			62,854,136


Net loss per share - basic and diluted		(0.07	)		0.00			(0.08	)		(0.01	)

Number of securities excluded from denominator as anti-dilutive:
Stock options		3,870,000			340,000			3,870,000			340,000
Warrants		4,966,200			4,966,200			4,966,200			4,966,200
Compensation options		535,944			195,144			535,944			195,144
		9,372,144			5,501,344			9,372,144			5,501,344

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

Page 17

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

10. Guarantees

The Company’s PSCs relating to exploration blocks onshore and offshore India contain provisions whereby the joint venture participants must provide the GOI a bank guarantee in the amount of 35% of the participant's share of the minimum work program for a particular phase. These bank guarantees have been provided to serve as guarantees for the performance of such minimum work program and are in the form of irrevocable letters of credit which are secured by term deposits of the Company in the same amount. As at June 30, 2008, the Company has provided $8,610,000 (December 31, 2007 - $4,485,000) in performance guarantees.

11.

Commitments

The Company is required to expend funds on the exploration activities to fulfill the terms of the minimum work commitment of the relevant phase of exploration based on our participating interest pursuant to the PSCs in respect of each of its exploration blocks. The minimum work commitment must be completed in a predetermined timeframe and may include the drilling of a set number of wells to certain depths, acquire, process and interpret 2-D and 3-D seismic, and various types of surveys. The following table provides a summary of the financial commitment of the Company to complete the minimum work programs:

(millions of dollars)	July 1, 2008 to June 30, 2009	After June 30, 2009	Total
Sanand/Miroli Block	4.2	0.0	4.2
Ankleshwar Block	4.0	0.0	4.0
Tarapur Block	2.1	0.0	2.1
DS03 Block	1.1	1.0	2.1
DS04 Block	0.4	1.0	1.4
KG Onshore Block	4.2	4.3	8.5
RJ20 Block	4.0	6.2	10.2
RJ21 Block	2.9	5.2	8.1
	22.9	17.7	40.6

The financial commitments for the KG Onshore block are listed at the Company’s current participating interest of 10%. The Company has taken steps to increase its participating interest to 25% and upon approval from the GOI, the financial commitments would increase by approximately $8.8 million for the period July 1, 2008 to June 30, 2009 and $4.1 million for the period after June 30, 2009.

12. Contingencies

The Company has been engaged in discussions with GSPC seeking a resolution to the CIA dispute; however, no agreement has been reached as of the date of filing. The Company has been advised by GSPC, that GSPC is seeking payment of the amount by which the exploration costs attributable to the Company under the PSC relating to the KG Offshore Block exceeds the amount that GSPC deems it is obligated to pay on behalf of the Company (including the net 5% PI 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 gross costs of $59.23 million (10% being $5.923 million). Based upon the most recent information available from GSPC, the Company estimates that GSPC has incurred costs of approximately $80 million on behalf of the Company as of June 30, 2008, of which 50% is for the account of RGM.

Page 18

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

12. Contingencies (continued)

The Company has advised GSPC that, under the terms of the CIA, the PSC, and the Joint Operating Agreement dated August 7, 2003 (the “JOA”), GSPC has no right to seek the payment and that it believes the payment GSPC is seeking is in breach of the CIA. The Company further reminded GSPC, that the Company under the terms of the CIA, shall be carried by GSPC for 100% of its entire share of any costs during the exploration phase prior to the start of commercial production. The Company obtained the opinion of external Indian legal counsel which supports management's position with respect to the dispute. The Company intends to vigorously protect its contractual rights in accordance with the dispute resolution process under the CIA, the PSC and the JOA as may be appropriate. The annual budget for the KG Offshore Block has been prepared for the twelve month period April 1, 2008 to March 31, 2009 with estimated gross costs of approximately $600 million. Accordingly, GSPC is expected to incur costs of approximately $60.0 million (10% PI) on behalf of the Company (including the 5% PI for RGM) under the terms of the CIA.

13. Comparative figures

a)	As the Company is in its development stage, these figures represent the accumulated amounts of the continuing entity for the period from inception August 21, 2002 to June 30, 2008.

b)	Certain comparative figures have been restated and reclassified to conform to the presentation adopted in the current period.

14.	Recent Accounting Standards

a) Accounting for Derivative Instruments and Hedging Activities

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

b) Business Combinations

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

Page 19

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2008

14.	Recent Accounting Standards (continued)

c) Non-controlling Interests in Consolidated Financial Statements.

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

d) Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. FAS 162 is effective sixty days following the SEC’s approval of PCAOB amendments to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally accepted accounting principles’”. The Company is currently evaluating the potential impact, if any, of the adoption of FAS 162 on its consolidated financial statements.

Page 20

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

GeoGlobal Resources Inc. is engaged, through our subsidiaries and joint ventures in which we are a participant, in the exploration for and development of oil and natural gas reserves. We initiated these activities in 2003. At June 30, 2008, these activities are being undertaken in locations where we have been granted exploration rights pursuant to Production Sharing Contracts ("PSCs") relating to ten exploration blocks that we have entered into with the Government of India ("GOI").

Our oil and gas activities currently conducted pursuant to these ten PSCs are located in four geographic areas in geologic basins offshore and onshore India where potential reserves of oil or natural gas are believed by our management to exist. These areas include:

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

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

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

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

Through June 30, 2008, we have not earned any revenue from these activities and we are considered to be in the development stage. The recoverability of the costs we have incurred to date is uncertain and dependent upon us achieving commercial production and sale of hydrocarbons, our ability to obtain sufficient financing to fulfill our obligations under the PSCs in India and upon future profitable operations and upon finalizing agreements with Gujarat State Petroleum Corporation ("GSPC") and Oil India Limited ("OIL").

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

All dollar amounts stated in this report are stated in United States dollars unless otherwise stated.

The following discussion and analysis of our financial condition and results of operation should be read in conjunction with, and is qualified in its entirety by, the more detailed information including our Consolidated Financial Statements and the related Notes appearing elsewhere in this Quarterly Report. This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results and business plans discussed in the forward-looking statements. Factors that may cause or contribute to such differences include those discussed in "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2007 as well as those discussed elsewhere in this Quarterly Report. For further information, refer to the consolidated financial statements and related notes and management's discussion and analysis thereto included in our annual report on Form 10-K for the year ended December 31, 2007.

Production Sharing Contracts

Below is a summary description of information relating to the PSCs to which we are a party and an update of material developments relating to our drilling activities subsequent to our last update of those drilling activities filed within our Form 10-Q on June 26, 2008. For additional information and a more complete description of the PSCs to which we are a party, reference should be made to our annual report on Form 10-K and our quarterly reports Form 10-Q as well as our Current Reports on Form 8-K.

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Krishna Godavari Offshore Block

During the three months ended June 30, 2008, we continued drilling wells KG#22 and KG#31, and the KG#19 well suspended drilling as a result of mechanical problems surrounding the blow-out preventer.

The well KG#22 commenced a testing program in May and continued through into July. During clean-up flow, the following stabilized gas/condensate rates were measured through various choke sizes at the following flowing wellhead pressures ("FWHP"):

DST#	Meters of Perforation	Perforation Interval	Choke Size	Flow of Gas	Flow of Condensate	FWHP
3	17	4,652 - 4,672 MD	28/64"	23.7 MMSCFD	84 BBLS/D	4,950 psi
			32/64"	27.1 MMSCFD	95 BBLS/D	4,235 psi
2	102	5,250 – 5,375 MD	28/64"	3.4 MMSCFD	15.5 BBLS/D	883 psi
			32/64"	4.0 MMSCFD		775 psi
1	27	5,518 – 5,545 MD	28/64"	1.2 MMSCFD		300 psi

MD = Measured Depth

Subsequent to June 30, 2008, the KG BRU#1 exploratory well commenced drilling with the Saipem Perro Negro 3 jack-up drilling rig. The KG BRU#1 well is situated approximately 8.5 kilometers NE of the KG#30 well. This well is the second exploratory well to test the northern graben in the KG Offshore Block with an intended target depth of approximately 2,650 meters. The KG BRU#1 well continues to drill.

As at August 7, 2008, twelve wells have been or are being drilled on this block. Of the twelve wells, eleven are exploration wells and one is an appraisal well. Five wells (KG-8, KG-15, KG-16, KG-17 & KG-28) have been notified to the GOI as discovery wells on this block.

Carried Interest Dispute on the KG Offshore Block

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

GSPC contends that this excess amount is not within the terms of the CIA. GSPC asserts that we are required to pay 10% of the exploration expenses over and above gross costs of $59.23 million (10% being $5.92 million) (including the net 5% interest of Roy Group (Mauritius) Inc.) plus interest.

Based on the most recent information available from GSPC, GSPC is seeking a payment from us in the amount of approximately $74 million plus interest as of June 30, 2008, of which 50% is for the account of RGM. GeoGlobal disputes this assertion of GSPC.

We have advised GSPC that, under the terms of the CIA, the terms of which are also incorporated into the PSC and the Joint Operating Agreement dated August 7, 2003 between the parties, it has no right to seek the payment and that we believe the payment GSPC is seeking is in breach of the CIA. We further reminded GSPC that we have fulfilled over the past five years our obligations under the CIA to provide extensive technical assistance without any further remuneration other than the carried interest, all in accordance with the terms of the CIA. In furtherance of our position, we have obtained the opinion of prominent Indian legal counsel who has advised us that, among other things, under the terms of the agreements between the parties, and in particular the CIA, we are not liable to pay any amount to GSPC for either costs and expenses incurred or otherwise before reaching the stage of commercial production.

We continue to be of the view that, under the terms of the CIA, we have a carried interest in the exploration activities conducted by the parties on the KG Offshore Block for 100% of our share (including the share of Roy Group (Mauritius) Inc.) of costs during the exploration phase prior to the start date of initial commercial production on the KG Offshore Block. To date, commercial production has not been achieved on the block.

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We intend to vigorously protect our contractual rights in accordance with the dispute resolution process under the CIA, the PSC and the JOA as may be appropriate. However, there can be no assurance that GSPC will not institute arbitration or other proceedings seeking to recover the sum or otherwise contend we are in breach of the PSC or that the effect of GSPC seeking payment of this sum may not hinder our capital raising and other activities. In September 2007, we commenced discussions with GSPC in an effort to reach an amicable resolution, however, no agreement has been reached as of the date of filing.

Krishna Godavari Onshore Block

OIL, as operator of the block, intends to commence a 50 LKM experimental high resolution 2-D seismic acquisition program. The remaining work commitments of a gravity magnetic and geochemical survey along with the 3-D seismic acquisition program are anticipated to commence in the third quarter of 2008 followed by the subsequent drilling of the first of the twelve exploration wells.

During the three months ended June 30, 2008, OIL completed the reprocessing of the pre-existing 564 LKM of 2-D seismic.

Mehsana Block

As at June 30, 2008, Jubilant, as operator, advised the GOI that 25% (approximately 32 square kilometers) of the Mehsana Block has been relinquished pursuant to the terms of the PSC leaving an area of approximately 93 square kilometers. Jubilant further advised that they will not enter into the second exploration phase under the PSC, however, Jubilant will continue to appraise the discovered area through the continued testing of previously drilled wells and possible drilling of appraisal wells.

The required seven exploratory wells in Phase I have been drilled on this block. One well (CB-3A) has been notified to the GOI as a discovery well on this block.

Sanand/Miroli Block

During the three months ended June 30, 2008, two wells (SE-9 and SE-5) commenced and completed drilling. The SE-9 well was subsequently abandoned while the SE-5 well continued into a testing program and is currently suspended awaiting further testing.

GSPC as operator advised DGH on June 12, 2008 that it completed the Phase I MWP of drilling twelve exploratory wells and would be entering into the Phase II exploration phase on this block effective July 28, 2008. As one well from Phase II has been drilled, two further wells are planned to be drilled to 2,000 meters each prior to January 28, 2009 in order to meet the minimum work program of Phase II.

As at August 7, 2008, fourteen wells have been drilled on this block. Of the fourteen wells, thirteen are exploration wells and one is an appraisal well. Five wells (M-1, M-6, SE-2, SE-4 & SE-8) have been notified to the GOI as discovery wells on this block.

Tarapur Block

A field development plan was filed with GOI and DGH on May 1, 2008 for the Tarapur field under the provisions of the PSC. Further, the Operating Committee for the Tarapur block recommended that ONGC as the licensee, apply to the Government of Gujarat for a mineral lease for the Tarapur discovery area within the block (approximately 9.7 sq km) so production can commence upon approval from the GOI. Government approvals for the field development plan and the mineral lease have not yet been received.

During the three months ended June 30, 2008, one well (Lead 3) completed drilling and one well (TS-10) commenced drilling and continues to drill.

As at August 7, 2008, twenty-three wells have been or are being drilled on this block. Of the twenty-three wells, seventeen are exploration wells, three are appraisal wells and three are development wells. Three wells (Tarapur-1, Tarapur-6 & Tarapur-G) have been notified to the GOI as discovery wells on this block

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Ankleshwar Block

During the three months ended June 30, 2008, the Ank-7 well completed drilling while the Ank-1 and Ank-8 wells continued to drill.

Subsequent to June 30, 2008, the Ank-1 and Ank-8 wells completed drilling and one well (Ank-10) commenced drilling and continues to drill.

As at August 7, 2008, four exploratory wells have been or are being drilled on this block.

DS03 and DS04 Blocks

During the three months ended June 30, 2008, we have completed the preliminary field work, mapping and the geochemical surveys and are in the process of finalizing a report on a geological survey taken over both these blocks. We are expecting to complete the gravity magnetic survey required under the Phase I MWP by March 31, 2009.

Further, we plan, before March 31, 2009, to acquire an experimental 2-D seismic program of approximately 50 LKM's over each block to further enhance our imaging.

RJ20 and RJ21 Blocks

During the three months ended June 30, 2008, OIL, as operator, tendered the 3-D seismic acquisition program over both blocks. Upon completion of the tender, it is anticipated that the acquisition of 1,311 sq. kms. of 3-D seismic will commence.

A COMPARISON OF OUR OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 TO JUNE 30, 2007

Results of Operations

Three months ended June 30, 2008 and 2007

During the three months ended June 30, 2008, we had expenses of $5,017,778 compared with expenses of $578,804 during the three months ended June 30, 2007. The increase during the quarter is primarily the result of an asset impairment charge to operations totaling $3,765,015.

Our general and administrative expenses increased to $664,689 from $478,711. These general and administrative expenses include costs related to the corporate head office including administrative salaries and services, rent and office costs, insurance and directors' fees as well our shareholder relations costs which include the American Stock Exchange listing and filing fees and transfer agent fees and services.

For the three months ended June 30, 2008, the most significant factor increasing our general and administrative expenses was higher salaries and benefits totaling $144,986 compared with $36,322 for the three months ended June 30, 2007. The majority of the increase is due to the timing of hiring additional accounting and finance personnel as compared to engaging consultants to complete similar tasks in the June 30, 2007 period.

A further contributing factor to the increase in our general and administrative expenses was due to higher bank guarantee fees totaling $100,686 compared with $22,906 for the three months ended June 30, 2007. Our bank guarantees have been provided to serve as guarantees for the performance of our minimum commitments on our exploration work programs and were renewed in April 2008. As the budget for the exploration work programs are adjusted, the bank guarantees are modified accordingly.

Our higher general and administrative expenses were partially offset by lower stock-based compensation costs totaling $185,385 for the three months ended June 30, 2008 compared to $234,384 for the three months ended June 30, 2007. Stock-based compensation costs fluctuate based upon the number of options being granted and the time frame for the options to vest.

Our consulting fees increased to $162,273 during the three months ended June 30, 2008 from ($22,523) for the three month period ended June 30, 2007. The majority of the increase related to the engagement of various parties to assist us in resolving the CIA dispute. The remaining increase is a result of the costs of a consultant to model, test and document our financial internal controls as required by the Sarbanes Oxley Act which were not incurred in the same period in 2007.

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Also included in our consulting fees are the stock-based compensation costs relating to stock options granted to certain consultants and re-valued at each reporting period in accordance with FAS 123 (R). For the three months ended June 30, 2008, stock based compensation costs totaled a recovery of $45,216 compared with a recovery of $158,093 for the three months ended June 30, 2007. The recovery of stock-based compensation costs results from the reporting date fair value of options issued to consultants that remain unvested.

Professional fees increased to $404,379 during the three months ended June 30, 2008 from $109,922 during the three months ended June 30, 2007. Professional fees include those paid to our auditors for pre-approved audit, accounting and tax services and fees paid to our legal advisors primarily for services provided with regard to filing various periodic reports and other documents and reviewing our various oil and gas and other agreements. In addition, legal services have been engaged to assist us in resolving the CIA dispute.

During the three months ended June 30, 2008, the Egyptian Option agreement had expired and we have not yet negotiated an additional extension. We determined the value of the Egyptian blocks to be impaired and therefore have charged to the statement of operations the full carrying value of the Egyptian blocks. The amount of the impairment includes the value of the capitalized costs and the value of the related non-refundable bank guarantees. The Company is continuing to seek an extension of the expiration date.

In addition to the Egyptian impairment, we have also determined that the carrying values of the Oman and Yemen blocks were impaired as the Company has no current plans to further explore these areas. These amounts were charged to the statement of operations during the quarter.

There were no impairment charges during the three months ended June 30, 2007.

Our other expenses and income during the three months ended June 30, 2008 resulted in income of $233,788 versus income of $429,409 for the same period in 2007, substantially all of which in both periods was interest income on our cash and cash equivalents. This decrease is primarily attributed to a lower interest rate earned on our short-term investments as well as lower cash balances. During the quarter, we earned approximately 2.2% on our short-term investment compared with 4.5% for the three months ended June 30, 2007.

Primarily due to the asset impairment charge and the increase in expenses due to the increase in our overall oil and gas activities during the three months ended June 30, 2008 as compared to the three months ended June 30, 2007, our net loss increased to $4,783,990 as compared to a net loss of $149,395 in 2007.

We capitalized overhead costs directly related to our exploration activities in India. During the three months ended June 30, 2008, these capitalized overhead costs were $1,264,099 as compared to $768,577 during the three months ended June 30, 2007. The treatment of capitalized overhead costs remained consistent with the comparable quarter and includes costs relating to personnel, consultants, their travel, necessary resources and stock-based compensation directly associated with the advancement of our oil and gas interests. The total stock-based compensation capitalized during the three months ended June 30, 2008 was $133,632 compared with $117,076 for the three months ended June 30, 2007. Also included in the current quarter are $225,000 of costs relating to the purchase of NELP VII bidding data which were not incurred in the same quarter in 2007.

Six months ended June 30, 2008 and 2007

During the six months ended June 30, 2008, we had expenses of $5,958,318 compared with expenses of $1,385,803 during the six months ended June 30, 2007. The increase is primarily the result of an asset impairment charge to operations totaling $3,765,015 and an overall increase in the scale of our participation in oil and gas exploration activities.

Our general and administrative expenses increased to $1,169,977 from $951,287. These general and administrative expenses include costs related to the corporate head office including administrative salaries and services, rent and office costs, insurance and directors' fees as well our shareholder relations costs which include the American Stock Exchange listing and filing fees and transfer agent fees and services.

For the six months ended June 30, 2008, the most significant factor increasing our general and administrative expenses was higher salaries and benefits totaling $2