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 September 30, 2010;
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 or organization)	(I.R.S. Employer Identification No.)
Suite #200, 625 – 4 Avenue SW, Calgary, Alberta, Canada		T2P 0K2
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		+1 403-777-9250

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

YES þ

NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ

NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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

YES o

NO þ

The number of shares outstanding of the registrant’s common stock as of November 15, 2010 was 82,746,933

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 September 30, 2010 (unaudited) and December 31, 2009	3

	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2010 and for the period from inception on August 21, 2002 to September 30, 2010	4

	Unaudited Consolidated Statements of Stockholders' Equity as at September 30, 2010	5

	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and for the period from inception on August 21, 2002 to September 30, 2010	6

	Notes to the Unaudited Consolidated Financial Statements	7

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	26

ITEM 4.	Controls and Procedures	27


	PART II OTHER INFORMATION

ITEM 1A.	Risk Factors	27

ITEM 6.	Exhibits	32

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GEOGLOBAL RESOURCES INC. (a development stage enterprise) CONSOLIDATED BALANCE SHEETS
	September 30, 2010			December 31, 2009
	(Unaudited)
Assets
Current
Cash and cash equivalents		5,350,044			16,294,996
Restricted deposits (note 4)		1,460,000			--
Accounts receivable		47,187			64,031
Prepaids and deposits		301,137			173,318
Amount due from a related company (note 10)		16,342			--
		7,174,710			16,532,345

Restricted deposits (note 4)		5,752,000			6,925,000
Property and equipment (notes 5 and 10)		53,291,622			46,813,004

		66,218,332			70,270,349

Liabilities
Current
Accounts payable		5,497,792			8,733,612
Accrued liabilities		3,016,711			1,196,614
Due to related companies (note 10)		11,613			123,554
		8,526,116			10,053,780

Deferred income taxes		48,500			-
Asset retirement obligation (note 6)		823,135			775,000
		9,397,751			10,828,780
Stockholders' Equity
Capital stock
Authorized
125,000,000 common shares with a par value of $0.001 each
1,000,000 preferred shares with a par value of $0.01 each
Issued
72,805,756 common shares (December 31, 2009 – 72,805,756)		58,214			58,214
Additional paid-in capital		88,813,435			88,153,778
Deficit accumulated during the development stage		(32,051,068	)		(28,770,423	)
		56,820,581			59,441,569

		66,218,332			70,270,349
See Going Concern (note 2), Commitments (note 12), Contingencies (note 13) and Subsequent Events (note 15). The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

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GEOGLOBAL RESOURCES INC. (a development stage enterprise) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
	Three months ended Sept 30, 2010			Three months ended Sept 30, 2009			Nine months ended Sept 30, 2010			Nine months ended Sept 30, 2009			Period from Inception, August 21, 2002 to Sept 30, 2010

Revenue and other income
Oil and gas sales		220,435			300,394			646,324			490,442			1,308,246
Interest income		9,958			65,169			39,615			263,198			5,900,742
Gain on sale of equipment		--			--			--			--			42,228
		230,393			365,563			685,939			753,640			7,251,216


Expenses
Operating		36,374			96,201			138,731			179,472			237,609
General and administrative		862,686			772,701			2,459,154			2,492,443			13,045,738
Consulting fees (note 10)		157,861			170,017			528,657			522,513			7,188,000
Professional fees		241,808			145,955			422,207			594,301			4,387,083
Depletion and depreciation		67,971			80,548			266,305			153,157			937,821
Accretion (note 6)		16,045			14,816			48,135			40,803			135,956
Foreign exchange (gain)/loss		(8,103	)		(14,370	)		23,903			(15,406	)		118,570
Impairment of oil and gas properties (note 5)		--			--			--			--			10,098,015
		1,374,642			1,265,868			3,887,092			3,967,283			36,148,792

Net loss before tax		(1,144,249	)		(900,305	)		(3,201,153	)		(3,213,643	)		(28,897,576	)

Current income tax		(23,679	)		--			(30,992	)		--			(30,992	)
Deferred income tax		--			--			(48,500	)		--			(48,500	)
Net loss and comprehensive loss after tax		(1,167,928	)		(900,305	)		(3,280,645	)		(3,213,643	)		(28,977,068	)

Warrant modification		--			--			--			(1,754,000	)		(3,074,000	)

Net loss and comprehensive loss attributable to common stockholders		(1,167,928	)		(900,305	)		(3,280,645	)		(4,967,643	)		(32,051,068	)

Basic and diluted net loss per share (note 11)		(0.02	)		(0.01	)		(0.04	)		(0.07	)

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

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GEOGLOBAL RESOURCES INC. (a development stage enterprise) UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
	Number of Shares #			Capital Stock $			Additional paid-in capital $			Accumulated Deficit $			Stockholders’ Equity $
For the period from inception August 21, 2002 to December 31, 2007
Common shares issued		57,550,068			57,614			76,001,511			--			76,059,125
Capital stock of GeoGlobal at August 29, 2003		14,656,688			14,657			--			10,914,545			10,929,202
Elimination of GeoGlobal capital stock in recognition of reverse takeover		(1,000	)		(14,657	)		--			(10,914,545	)		(10,929,202	)
Share issuance cost		--			--			(4,778,844	)		--			(4,778,844	)
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		--			--			9,302,934			--			9,302,934
Net loss		--			--			--			(7,958,261	)		(7,958,261	)
Balance as at December 31, 2007		72,205,756			57,614			82,791,057			(9,278,261	)		73,570,410

Common shares issued during 2008:
Options exercised for cash		600,000			600			659,400			--			660,000
Stock-based compensation		--			--			1,104,216			--			1,104,216
Net loss		--			--			--			(13,313,915	)		(13,313,915	)
Balance as at December 31, 2008		72,805,756			58,214			84,554,673			(22,592,176	)		62,020,711

Compensation option and warrant modification		--			--			264,000			--			264,000
Stock purchase warrant modification		--			--			1,754,000			(1,754,000	)		--
Stock-based compensation		--			--			1,581,105			--			1,581,105
Net loss		--			--			--			(4,424,247	)		(4,424,247	)
Balance as at December 31, 2009		72,805,756			58,214			88,153,778			(28,770,423	)		59,441,569

Stock-based compensation (note 9)		--			--			659,657			--			659,657
Net loss		--			--			--			(3,280,645	)		(3,280,645	)
Balance as at September 30, 2010		72,805,756			58,214			88,813,435			(32,051,068	)		56,820,581

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

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GEOGLOBAL RESOURCES INC. (a development stage enterprise) UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine months ended Sept 30, 2010			Nine months ended Sept 30, 2009			Period from Inception, August 21, 2002 to September 30, 2010

Cash flows provided by (used in) operating activities:
Net loss		(3,280,645	)		(3,213,643	)		(28,977,068	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense		48,135			40,803			135,956
Asset impairment		--			--			10,098,015
Depletion and depreciation		266,305			153,157			937,821
Gain on sale of equipment		--			--			(42,228	)
Stock-based compensation (note 9)		495,022			730,576			7,325,609
Compensation option & warrant modification		--			264,000			504,000
Deferred income taxes		48,500			--			48,500
Changes in non-cash working capital (note 14)		(648,748	)		(53,048	)		101,825
		(3,071,431	)		(2,078,155	)		(9,867,570	)
Cash flows provided by (used in) investing activities:
Oil and natural gas property additions		(6,578,703	)		(6,969,946	)		(55,631,488	)
Other property and equipment additions		(1,585	)		(17,103	)		(1,557,060	)
Proceeds on sale of equipment		--			--			82,800
Cash acquired on acquisition		--			--			3,034,666
Restricted deposits (note 4)		(287,000	)		3,875,000			(8,382,000	)
Changes in non-cash working capital (note 14)		(1,006,233	)		(1,918,049	)		8,043,861
		(7,873,521	)		(5,030,098	)		(54,409,221	)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of common shares		--			--			75,612,165
Share issuance costs		--			--			(4,073,388	)
Changes in non-cash working capital (note 14)		--			--			(1,911,942	)
		--			--			69,626,835
Net increase (decrease) in cash and cash equivalents		(10,944,952	)		(7,108,253	)		5,350,044

Cash and cash equivalents, beginning of the period		16,294,996			25,432,814			--

Cash and cash equivalents, end of the period		5,350,044			18,324,561			5,350,044

Cash and cash equivalents
Current bank accounts		1,561,530			326,285			1,561,530
Short term deposits		3,788,514			17,998,276			3,788,514
		5,350,044			18,324,561			5,350,044

Cash taxes paid during the period		21,206			17,750

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

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

1. Organization and Nature of Operations

The Company is engaged in the pursuit of petroleum and natural gas through exploration and development in India, Israel and Colombia. Since inception, the efforts of GeoGlobal have primarily been devoted to the pursuit of Production Sharing Contracts (PSCs) with the Gujarat State Petroleum Corporation (GSPC), Oil India Limited and the Government of India and the exploration and development thereof. The Company is a Delaware corporation whose common stock is listed and traded on the NYSE/Amex Exchange under the symbol GGR.

On August 29, 2003, the Company commenced oil and gas exploration activities. As of September 30, 2010, the Company has not achieved its planned principal operations from its oil and gas operations. Accordingly, the Company’s activities are considered to be those of a “Development Stage Enterprise”. Among the disclosures required, are that the Company’s financial statements be identified as those of a development stage enterprise. In addition, the statements of operations and comprehensive loss, stockholders’ equity and cash flows are required to disclose all activity since the Company’s date of inception. The Company will continue to prepare its financial statements and related disclosures as those of a development stage enterprise until such time that the Company achieves planned principle operations.

2. Going Concern

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

The Company’s ability to continue as a going concern is dependent upon obtaining the necessary financing to complete further exploration and development activities and generate profitable operations from its oil and natural gas interests in the future. The Company’s current operations are dependent upon the adequacy of its current assets to meet its current expenditure requirements and the accuracy of management’s estimates of those requirements. Should those estimates be materially incorrect, the Company’s ability to continue as a going concern will be impaired. The Company’s financial statements as at and for the period ended September 30, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the period ended September 30, 2010, the Company incurred a net loss of approximately $3.3 million, used approximately $3.1 million of cash flow in its operating activities, used approximately $7.9 million in its investing activities and had an accumulated deficit of approximately $32.1 million. As at September 30, 2010, the Company has a working capital deficiency of approximately $1.3 million. These matters raise doubt about the Company’s ability to continue as a going concern.

As described in the note 15, subsequent to September 30, 2010, the Company completed two financings which raised approximately $8.1 million. These funds covered the Company’s working capital deficiency as at September 30, 2010 and will be used primarily for working capital and general corporate purposes including exploration and development expenditures.

The Company expects to incur expenditures to further its exploration programs and the Company’s existing cash balance and any cash flow from operating activities is not sufficient to satisfy its current obligations and meet its commitments of $29.3 million over the next three years and three months ending December 31, 2013 of which, approximately $8.6 million is attributable to the twelve months ending September 30, 2011. The Company is considering various alternatives to remedy any future shortfall in capital. The Company deems it necessary to raise capital for continued exploration and development expenditures through equity markets, debt markets or other financing arrangements, which could include the sale of oil and gas interests or participation arrangements in oil and gas interests. There can be no assurance this capital will be available and if it is not, we may be forced to substantially curtail or cease exploration block acquisition and/or exploration and development expenditures.

The Company has $7.2 million in restricted deposits pledged as security against the minimum work programs which will be released upon completion of the minimum work programs.

Should the going concern assumption not be appropriate and the Company is not able to realize its assets and settle its liabilities, commitments (as described in note 12) and contingencies (as described in note 13) in the normal course of operations, these unaudited consolidated financial statements would require adjustments to the amounts and classifications of assets and liabilities, and these adjustments could be significant.

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

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

3. Significant Accounting Policies

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have not been audited and are presented in United States dollars unless otherwise noted and have been prepared by management in accordance with accounting principles generally accepted in the United States of America.

In the opinion of management, these unaudited consolidated financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at September 30, 2010 and 2009, the results of operations for the three and nine months ended and cash flows for the nine months ended September 30, 2010 and 2009 and for the period from inception of August 21, 2002 to September 30, 2010. In preparing these accompanying unaudited consolidated 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 unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of estimates

The preparation of the unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimated amounts due to factors such as fluctuations in interest rates, currency exchange rates, inflation levels and commodity prices, changes in economic conditions and legislative and regulatory changes.

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

4. Restricted Deposits

The Company’s PSCs relating to exploration blocks onshore and offshore India contain provisions whereby the joint venture participants must provide the Government of India a bank guarantee in the amount of 35% of the participant’s share of the minimum work program for a particular phase, to be undertaken annually during the budget period April 1 to March 31. These bank guarantees have been provided to the Government of India and serve as guarantees for the performance of such minimum work programs and are in the form of irrevocable letters of credit which are secured by term deposits of the Company in the same amount.

The term deposits securing these bank guarantees are as follows:

	September 30, 2010			December 31, 2009
		$			$
Exploration Blocks – India
Mehsana		160,000			160,000
Sanand/Miroli		1,300,000			1,300,000
Ankleshwar		734,000			1,490,000
Tarapur		--			940,000
DS 03		330,000			450,000
DS 04		1,247,000			215,000
KG Onshore		900,000			1,475,000
RJ 20		1,100,000			490,000
RJ 21		1,441,000			405,000
		7,212,000			6,925,000
Less: current portion of restricted deposit		(1,460,000	)		--
		5,752,000			6,925,000

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

4. Restricted Deposits (continued)

The following term deposits are classified as current restricted deposits:

	September 30, 2010		September 30, 2009
		$		$
Mehsana		160,000		--
Sanand/Miroli		1,300,000		--
		1,460,000		--

5. Property and Equipment

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

	September 30, 2010 $			December 31, 2009 $
Oil and natural gas properties (using the full-cost method)
Unproved properties		58,480,101			51,890,959
Proved properties		4,513,000			4,313,000
Total oil and natural gas properties		62,993,101			56,203,959

Building		889,609			889,609
Computer, office and other equipment		584,653			583,067

Total property and equipment		64,467,363			57,676,635
Accumulated impairment of oil and natural gas properties		(10,098,015	)		(10,098,015	)
Accumulated depletion		(515,700	)		(293,700	)
Accumulated depreciation		(562,026	)		(471,916	)

Total property and equipment, net		53,291,622			46,813,004

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

The Company has capitalized $449,968 for the nine months ended September 30, 2010 (September 30, 2009 – $807,584) of general and administrative expenses directly related to exploration activities. These amounts include $164,635 (September 30, 2009 – $469,711) of capitalized stock-based compensation expense and capitalized support equipment depreciation of $45,805 (September 30, 2009 - $38,067).

Impairment of Oil and Gas Properties

The Company performed a ceiling test calculation at September 30, 2010, to assess the ceiling limitation of its proved oil properties. At September 30, 2010, the Company’s net capitalized costs of proved oil and natural gas properties did not exceed the ceiling limitation.

6. Asset Retirement Obligation

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

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

	September 30, 2010 $		December 31, 2009 $
Asset retirement obligation at beginning of period		775,000		633,598
Liabilities incurred		--		85,783
Accretion expense		48,135		55,619

Asset retirement obligation at end of period		823,135		775,000

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

7. Fair Value Measurements

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

8. Warrants

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

Activity with respect to all warrants is presented below for the periods as noted:

	September 30, 2010				December 31, 2009
	Warrants #		Weighted Average Exercise Price $		Warrants #		Weighted Average Exercise Price $
Outstanding warrants at the beginning of period		5,599,716		7.91		5,599,716		7.91
Warrants granted		--		--		--		--
Warrants exercised		--		--		--		--
Warrants outstanding at the end of period		5,599,716		7.91		5,599,716		7.91

Exercisable at end of period		5,599,716		7.91		5,599,716		7.91

The weighted average remaining life by exercise price as of September 30, 2010 is summarized below:

Warrants	Outstanding and Exercisable #	Weighted Average Remaining Life (Months)	Weighted Average Exercise Price $
Compensation Options	535,944	8.6	5.55
Compensation Warrants	97,572	8.6	9.00
Stock Purchase Warrants	4,966,200	8.6	8.14
	5,599,716	8.6	7.91

The warrants have certain terms and conditions as follows:

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

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

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

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

9. Stock Options

The Company's 2008 Stock Incentive Plan (2008 Plan)

Under the terms of the 2008 Plan, 12,000,000 common shares have been reserved for issuance on exercise of options granted under the 2008 Plan. As at September 30, 2010, the Company had 9,250,000 common shares remaining for the grant of options under the 2008 Plan. The Board of Directors of the Company may amend or modify the 2008 Plan at any time, subject to any required stockholder approval. The 2008 Plan will terminate on the earliest of: (i) May 30, 2018; (ii) the date on which all shares available for issuance under the 2008 Plan have been issued as fully-vested shares; or, (iii) the termination of all outstanding options in connection with certain changes in control or ownership of the Company.

Stock-based Compensation

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

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

	Three months ended Sept 30, 2010		Three months ended Sept 30, 2009		Nine months ended Sept 30, 2010			Nine months ended Sept 30, 2009		Period from Inception August 21, 2002 to Sept 30, 2010
		$		$		$			$		$
Stock-based compensation
Unaudited Consolidated Statements of Operations
General and administrative		257,698		113,969		506,488			693,139		3,938,183
Consulting fees		33,749		11,284		(11,466	)		37,437		3,387,426
		291,447		125,253		495,022			730,576		7,325,609
Consolidated Balance Sheets
Property and equipment		110,130		90,968		164,635			469,711		5,322,303
		401,577		216,221		659,657			1,200,287		12,647,912

At September 30, 2010, the total compensation cost related to non-vested awards not yet recognized was $655,057 (December 31, 2009 – $382,483) which will be recognized over a weighted-average period of 1 year. During the three and nine months ended September 30, 2010 and 2009, no options were exercised.

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

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model. Weighted average assumptions used in the valuation are disclosed in the following table:

	Three months ended Sept 30, 2010	Three months ended Sept 30, 2009	Nine months ended Sept 30, 2010	Nine months ended Sept 30, 2009
Fair value of stock options granted (per option)	$0.75	$0.69	$0.93	$0.49
Risk-free interest rate	2.5%	2.0%	2.5%	1.6%
Volatility	130%	115%	130%	110%
Expected life	9.8 years	4.8 years	8.3 years	3.5 years
Dividend yield	0%	0%	0%	0%

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

9. Stock Options (continued)

Stock option table

Activity with respect to all stock options is presented below for the periods as noted:

	September 30, 2010					September 30, 2009
	Shares #			Weighted Average Exercise Price $		Shares #			Weighted Average Exercise Price $
Outstanding options at beginning of period		4,440,000			3.69		5,325,000			3.67
Options granted		1,280,000			1.58		280,000			1.15
Options exercised		--			--		--			--
Options expired		(30,000	)		5.09		(35,000	)		6.45
Forfeitures and cancellations		(110,000	)		1.72		--			--
Options outstanding at end of period		5,580,000			3.14		5,570,000			3.55

Outstanding aggregate intrinsic value	$	42,500				$	2,100

Exercisable at end of period		4,282,500			3.52		4,592,500			3.97

Exercisable aggregate intrinsic value	$	--				$	1,400

The weighted average remaining life by exercise price as of September 30, 2010 is summarized below:

Range of Exercise Prices $	Outstanding Shares #	Weighted Average Expected Life Months	Exercisable Shares #	Weighted Average Exercise Price $
0.01 - 0.99	250,000	119.6	--	0.69
1.00 - 1.99	1,853,800	42.7	1,452,500	1.61
2.00 - 2.99	323,800	116.0	--	2.25
3.00 - 4.99	1,672,400	79.2	1,350,000	3.83
5.00 - 5.99	1,430,000	21.4	1,430,000	5.04
6.00 - 6.99	50,000	51.1	50,000	6.81
	5,580,000	55.9	4,282,500	3.14

10. Related Party Transactions

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

Roy Group (Mauritius) Inc.

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

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

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

10. Related Party Transactions (continued)

Roy Group (Barbados) Inc. (RGB)

RGB is a corporate entity controlled by a director and principal stockholder of the Company. RGB charges consulting fees based on the time expended to provide technical consulting services to the Company as assigned by the Company and to bring new oil and gas opportunities to the Company, as outlined and recorded below:

	Three months ended Sept 30, 2010		Three months ended Sept 30, 2009		Nine months ended Sept 30, 2010		Nine months ended Sept 30, 2009		Period from Inception, August 21, 2002 to Sept 30, 2010
	$		$		$		$		$
Unaudited Consolidated Statements of Operations
Consulting fees		59,059		65,625		190,309		196,875		896,476
Consolidated Balance Sheets
Property and equipment		18,852		21,875		62,602		65,625		1,399,768
		77,911		87,500		252,911		262,500		2,296,244

At September 30, 2010, the Company owed RGB $1,224 (December 31, 2009 - $63,087) for services provided and expenses incurred on behalf of the Company. These amounts bear no interest and have no set terms of repayment.

D.I. Investments Ltd. (DI)

DI is a corporate entity controlled by an officer of the Company. DI charged consulting fees to the Company up to August 17, 2010 for management, financial and accounting services rendered, as outlined and recorded below. Subsequent to August 17, 2010, the officer’s compensation is included in general and administrative expenses.

	Three months ended Sept 30, 2010		Three months ended Sept 30, 2009		Nine months ended Sept 30, 2010		Nine months ended Sept 30, 2009		Period from Inception, August 21, 2002 to Sept 30, 2010
	$		$		$		$		$
Unaudited Consolidated Statements of Operations
Consulting fees		27,452		53,188		133,827		159,562		1,261,041

At September 30, 2010, DI owed the Company $16,342 (December 31, 2009 – the Company owed DI $35,907). These amounts bear no interest and have no set terms of repayment. Subsequent to September 30, 2010, $16,342 has been paid by DI to the Company.

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

10. Related Party Transactions (continued)

Amicus Services Inc. (Amicus)

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

	Three months ended Sept 30, 2010		Three months ended Sept 30, 2009		Nine months ended Sept 30, 2010		Nine months ended Sept 30, 2009		Period from Inception, August 21, 2002 to Sept 30, 2010
	$		$		$		$		$
Unaudited Consolidated Statements of Operations
Consulting fees		10,446		8,321		41,312		32,298		382,005

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

Unaudited Consolidated Statements of Operations
Consulting fees			14,463				4,063				14,948				14,565				640,062

At September 30, 2010, the Company owed Amicus $10,389 (December 31, 2009 - $24,560) 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.

11. Per Share Amounts

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

	Three months ended Sept 30, 2010			Three months ended Sept 30, 2009			Nine months ended Sept 30, 2010			Nine months ended Sept 30, 2009
	$			$			$			$
Net loss for the period		(1,167,928	)		(900,305	)		(3,280,645	)		(3,213,643	)
Stock purchase warrant modification		--			--			--			(1,754,000	)
Net loss available to common stockholders		(1,167,928	)		(900,305	)		(3,280,645	)		(4,967,643	)

Weighted average number of common shares outstanding:
Basic		72,805,756			67,805,756			72,805,756			67,805,756
Impact of securities convertible into common shares		61,250			--			163,023			--
Diluted		72,867,006			67,805,756			72,968,779			67,805,756

Per share amounts
Basic and diluted		(0.02	)		(0.01	)		(0.04	)		(0.07	)

Securities excluded from denominator as anti-dilutive:
Stock options		5,330,000			5,570,000			5,050,000			5,570,000
Warrants		4,966,200			4,966,200			4,966,200			4,966,200
Compensation options		535,944			535,944			535,944			535,944
Compensation option warrants		97,572			97,572			97,572			97,572
		10,929,716			11,169,716			10,649,716			11,169,716

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GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

12. Commitments

Pursuant to current production sharing contracts, the Company is required to perform minimum exploration activities that include various types of surveys, acquisition and processing of seismic data and drilling of exploration wells. These obligations have not been provided for in the financial statements. The anticipated payments due under these agreements in effect are as follows:

	Operating Leases	Production Sharing Contracts
	$	$
2010 (remainder)	48,000	7,081,000
2011	192,000	6,654,000
2012	192,000	13,425,000
2013	16,000	2,156,000
Thereafter	--	--
	448,000	29,316,000

In June 2010, Oil India Limited, the operator of the KG Onshore Block approved an increase of the Company’s participating interest from 10% to 20%, subject to Government of India approval, which is pending. If this approval is granted, the Company’s commitments would increase by $1.76 million in 2010, $1.52 million in 2011, $4.05 million in 2012 and $2.16 million in 2013. To date, the approval has not been granted.

Pursuant to licenses relating to the Company’s Israeli interests, upon the execution of certain documents, the Company’s commitments would increase by approximately $2.0 million in 2011.

The Company has an office lease commitment in Calgary, Alberta, Canada which expires January 2013.

13. Contingencies

GSPC Dispute

GSPC, the operator of the KG Offshore Block in which the Company has a net 5% carried interest has been seeking from the Company, payment of its pro rata portion of the amount by which the sums expended by GSPC under all phases of the Minimum Work Program as set forth in the PSC for the KG Offshore Block in carrying out exploration activities on the block exceeded the amount that GSPC deemed to be the Company’s pro rata portion of a financial commitment under all phases included in the parties’ joint bid for the award of the KG Offshore Block by the Government of India. GSPC contends that this excess amount was not within the terms of the Carried Interest Agreement and asserts that the Company is required to pay 10% of the exploration expenses over and above gross costs of $109.7 million (10% being $10.97 million including the net 5% interest of Roy Group (Mauritius) Inc.) plus interest.

Subsequently, in August 2010, GSPC advised the Company that it is of the view that the technical and other advice provided by the Company in the preparation of the parties’ original bid document submitted to the Government of India in 2002 as part of the bidding process for NELP-III, which resulted in award of the production sharing contract to explore and develop the KG Offshore Block has proven to be incorrect and therefore as a result, GSPC’s costs in the project exceeded its estimates. GSPC therefore further asserts that by reason of the foregoing the Carried Interest Agreement between the parties is void and consequently the Production Sharing Contract to which the Government of India is a party and the Joint Operating Agreement between the parties are also void.

The Company disputes these positions of GSPC and the conclusions reached by GSPC and states that it continues to hold a gross 10% interest in the block (including the net 5% interest of Roy Group (Mauritius) Inc.).

Based on the most recent information available from GSPC dated August 18, 2010, GSPC asserts that the amount invested in the KG Offshore Block as of March 31, 2010 is approximately $1.29 billion (10% being $129.0 million including the net 5% interest of Roy Group (Mauritius) Inc.).

The Company disputes GSPC’s right to any payments and believes any payment GSPC is seeking is in breach of the Carried Interest Agreement. The Company has advised GSPC that it has fulfilled its obligations under the Carried Interest Agreement to provide extensive technical assistance without any further remuneration other than the carried interest. The Company also has obtained the opinion of prominent Indian legal counsel who has advised that, among other things, under the terms of the agreements between the parties, and in particular the Carried Interest Agreement, the Company is not liable to pay any amount to GSPC for either costs and expenses incurred or otherwise before reaching the stage of commercial production.

TOC

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

In addition, the Company has disputed GSPC’s right, which it purported to claim in November 2008, to undertake an additional work program over and above the minimum work program under the PSC as either Joint Operations or as Exclusive Operations under the terms of the PSC and that the Company must elect whether it wishes to participate in these future exploration activities as Joint Operations.

The Company continues to be of the view that, under the terms of the Carried Interest Agreement, it has a carried interest in the exploration activities conducted by the parties on the KG Offshore Block for 100% of its share (including the share of Roy Group (Mauritius) Inc.) of costs during the exploration phase prior to the start date of initial commercial production on the KG Offshore Block. To date, commercial production has not been achieved on the block. As such, the Company is of the view that the additional costs of drilling future exploration or development wells, or the costs of building the production facilities shall be subject to the Carried Interest Agreement and shall be carried by GSPC. The Company further disputes the position and the conclusions reached by GSPC regarding the technical and other advice provided by the Company.

The Company intends to vigorously protect its contractual rights in accordance with the dispute resolution process under the Carried Interest Agreement, the PSC and the Joint Operating Agreement and other possible means as may be appropriate.

While the Company is seeking to continue its ongoing discussions with GSPC, which were commenced in 2007, in an effort to reach an amicable resolution of these differences, there can be no assurance that this matter will be settled amicably.

Other Matters

The Company has determined that one of its subsidiaries may be in breach of certain regulatory requirements of the jurisdiction of its organization and the Company is currently taking appropriate steps to remedy the matter. The subsidiary’s non-compliance with these regulations may result in a financial penalty being imposed against the subsidiary in an amount at the discretion of the regulatory authority. Management believes the outcome pertaining to the matter at this time is not determinable, and as such no provision has been made in these unaudited consolidated financial statements for the payment of the financial penalty. The range of the possible penalty has been revised to anywhere from $nil to $3.2 million.

14. Supplemental Disclosure of Cash Flow Information

Changes in non-cash working capital were as follows:

	Nine months ended September 30, 2010			Nine months ended September 30, 2009
		$			$
(Increase) decrease in non-cash working capital
Accounts receivable		16,844			(160,098	)
Prepaids and deposits		(127,819	)		70,212
Accounts payable		(3,235,820	)		858,856
Accrued liabilities		1,820,097			(2,778,804	)
Due to related companies		(128,283	)		38,737
Net change in non-cash working capital		(1,654,981	)		(1,971,097	)
Relating to:
Operating activities		(648,748	)		(53,048	)
Investing activities		(1,006,233	)		(1,918,049	)
		(1,654,981	)		(1,971,097	)

TOC

GeoGlobal Resources Inc.

(a development stage enterprise)

Notes to the Consolidated Financial Statements

(Unaudited)

September 30, 2010

15. Subsequent Events

On October 15, 2010, the Company completed a registered direct offering and issued 7,000,000 common shares to an institutional investor at a price of $0.85 per common share for aggregate gross proceeds of $5,950,000. The net proceeds of the offering after deducting expenses will be approximately $5,880,000.

On October 18, 2010, the Company completed a registered direct placement with an institutional investor pursuant to which the Company issued 2,941,177 Units at a price of $0.85 per Unit for aggregate gross proceeds of $2,500,000. The 2,941,177 Units consist of 2,941,177 common shares, 1,470,588 callable warrants and 1,470,588 non-callable warrants. The holder of each callable and non-callable warrant is entitled to subscribe for and purchase one common share of the Company at an exercise price of $1.00 per common share and is exercisable for a period beginning April 11, 2011 and expiring October 15, 2015. The callable warrants may be called for cancellation by the Company for $0.001 per common share if the volume weighted average price of a share of common stock for each of 30 consecutive trading days (the “Measurement Period”) exceeds $3.00 and the average daily volume for such Measurement Period exceeds $350,000 per trading day. A placement agent on this transaction was paid a cash fee of 6% of the aggregate gross proceeds raised in the placement totaling $150,000 and was reimbursed for certain of its expenses. In addition, the Company issued the placement agent 176,471 warrants to purchase up to 176,471 common shares of the Company at an exercise price of $1.0625 per common share. The net proceeds of the offering, after deducting offering expenses, will be approximately $2,200,000. If all warrants are exercised, the warrants would provide an additional $3,128,677 in gross proceeds to the Company.

On November 8, 2010, the joint operating agreements relating to each of the two offshore Israel deepwater licenses known as 347 “Myra” and 348 “Sara” were executed and the Company has paid the consideration of $1.2 million for the two licenses.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are engaged, through our subsidiaries, in the exploration for and development of oil and natural gas reserves. At September 30, 2010, we have not yet achieved our planned principal operations and are considered to be a development stage enterprise. We initiated these activities in 2003. The recoverability of the costs we have incurred to date is uncertain and dependent upon achieving commercial production and sale of hydrocarbons, our ability to obtain sufficient financing to fulfill our obligations under the production sharing or other contracts we are a party to with respect to oil and natural gas exploration and development activities in India, Israel and Colombia and upon future profitable operations. At present, our activities are being undertaken in four geological basins located offshore and onshore in India, one geological basin located offshore Israel and one geological basin located onshore in Colombia where reserves of oil or natural gas are believed by our management to exist.

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

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

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

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

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

The exploration rights pursuant to licenses we have been granted in Israel are located in the Levantine Basin located offshore off the western coast of Israel in the Mediterranean Sea with the licenses varying in distances between 6 and 25 miles off the coast.

We have entered into a Memorandum of Understanding (MOU) with respect to two exploration blocks located in the Putumayo Basin onshore in southwest Colombia.

To date, we have not earned significant revenue from these activities and 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.

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

Unless the context should otherwise require, references to “we,” “us” and “our” in this Quarterly Report refer to GeoGlobal Resources Inc. and our wholly-owned consolidated subsidiaries. When we refer to GeoGlobal Barbados, we are referring to GeoGlobal Resources (Barbados) Inc., our wholly-owned subsidiary incorporated under the Companies Act of Barbados that is the contracting party under our four PSCs covering four blocks in the Cambay Basin, our two PSCs covering two blocks in the Deccan Syneclise Basin, our two PSCs covering two blocks in the Rajasthan Basin and our one PSC covering the KG Onshore Block in the Krishna Godavari Basin. When we refer to GeoGlobal India, we are referring to GeoGlobal Resources (India) Inc., our wholly-owned subsidiary that is the contracting party under our PSC covering one KG Offshore Block in the Krishna Godavari Basin.

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 unaudited 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, 2009 as well as those discussed elsewhere in this Quarterly Report. For further information, refer to the Consolidated Financial Statements and related Notes and the Management's Discussion and Analysis thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009.

Glossary of Certain Defined Terms:

All dollar amounts are stated in United States dollars

All meterage of drilled wells are measured depths unless otherwise stated

MBbls – thousand barrels

MMcf – million cubic feet

GSPC – means Gujarat State Petroleum Corporation Limited of India

OIL – means Oil India Limited of India

ONGC – means Oil & Natural Gas Corporation Limited of India

PSC – means Production Sharing Contract

NELP – means National Exploration Licensing Policy

TOC

Results of Operations for the three and nine months ended September 30, 2010 and 2009

We started our first production as non-operator from one field in the Tarapur block in May 2009. Our interest in the proved reserves in this field is 117.6 MBbls of oil and 88.5 MMcf of natural gas and probable reserves of 513.1 MBbls of oil and 695.6 MMcf of natural gas as at December 31, 2009 based upon an independent reserve report dated January 1, 2010 by Chapman Petroleum Engineering Ltd., Calgary, Alberta, Canada.

For the three months ended September 30, 2010, we incurred a net loss of $1,168,000 compared with a net loss of $900,300 for the three months ended September 30, 2009.

For the nine months ended September 30, 2010, we incurred a net loss of $3,281,000 compared with a net loss of $3,214,000 for the nine months ended September 30, 2009 before expenses charged directly to accumulated deficit in 2009 of $1,754,000 resulting from the extension of the expiration date of the outstanding warrants which we effected in the second quarter of 2009.

	Three months ended September 30, 2010		Three months ended September 30, 2009		Nine months ended September 30, 2010		Nine months ended September 30, 2009
Oil Production (barrels)		1,864		4,536		7,729		7,634
Oil Sales (barrels)		2,394		4,556		7,453		7,580
Gas Production (Mcf)		4,614		--		13,867		--
Gas Sales (Mcf)		5,739		--		11,480		--
Oil Sales	$	174,000	$	300,000	$	548,000	$	490,000
Gas Sales	$	46,000	$	--	$	99,000	$	--
Average Oil Price per Barrel	$	72.70	$	65.94	$	73.47	$	64.71
Average Gas Price per Mcf	$	8.08	$	--	$	8.60	$	--
Operating Costs	$	36,000	$	96,000	$	139,000	$	179,000
Operating Costs per Barrel	$	19.52	$	21.12	$	17.95	$	23.68
Depletion	$	55,000	$	65,000	$	222,000	$	109,000
Depletion per Barrel	$	29.51	$	14.43	$	28.72	$	14.31

Oil and Gas Sales

All of our oil and gas sales are derived from production in India. With the approval of the Tarapur 1 field development plan by the Management Committee, three wells began production in mid May 2009, two wells in September 2009 and one well in January 2010. Further, in January 2010 a pipeline was constructed to allow the sale of the associated natural gas which had been flared off in 2009. There are ten additional wells which are drilled, tested and awaiting tie-in to the oil tank storage facilities. Further, there is one gas well awaiting completion of a separate gas pipeline.

Oil and gas sales for the three months ended September 30, 2010 were $220,000 as compared to $300,000 for the three months ended September 30, 2009. This decrease is mainly attributable to a decrease in oil production for the three months ended September 30, 2010 when compared to the same quarter for 2009 offset by the sale of the associated natural gas for the three months ended September 30, 2010 which had been flared off in the comparative quarter in 2009.

Oil and gas sales for the nine months ended September 30, 2010 were $646,000 as compared to $490,000 for the nine months ended September 30, 2009. This increase is attributable to oil production for nine months in 2010 as compared to only five months in 2009 as well as the increase in the oil price in 2010 over the comparative period in 2009. Also attributing to the increase was the sale of associated natural gas in 2010 which had been flared off in the comparative period in 2009.

Oil sales are currently based on the spot price based on the Nigeria Bonny Light Crude bench mark. To date, none of our production has been hedged. All our associated natural gas is sold to local markets at a firm contract price of $7.00 per Mcf adjusted for rebate/premium on account of calorific value.

Interest Income

Interest income during the three months ended September 30, 2010 was $10,000 as compared with $65,000 for the same period in 2009. This decrease is primarily attributed to lower cash balances and restricted deposits available for investment. The average cash balance and restricted deposits during the three months ended September 30, 2010 was $14.0 million compared with $27.3 million for the three months ended September 30, 2009.

Interest income during the nine months ended September 30, 2010 was $40,000 as compared with $263,000 for the same period in 2009. This decrease is primarily attributed to lower cash balances and restricted deposits available for investment. The average cash balance and restricted deposits during the nine months ended September 30, 2010 was $17.9 million compared with $30.7 million for the nine months ended September 30, 2009.

Operating

Operating costs for the three months ended September 30, 2010 are $36,000 or approximately $19.52 per barrel, as a result of production from the Tarapur 1 field. The operating costs includes handling and processing charges, transportation costs and utilities, maintenance and tank rental charges and contains a fixed and variable portion. Operating costs for the three months ended September 30, 2009 was $96,000 or $21.12 per barrel, as a result of production from the Tarapur 1 field.

TOC

Operating costs for the nine months ended September 30, 2010 are $139,000 or approximately $17.95 per barrel, as a result of production from the Tarapur 1 field. The operating costs includes handling and processing charges, transportation costs and utilities, maintenance and tank rental charges and contains a fixed and variable portion. Operating costs for the nine months ended September 30, 2009 was $179,000 or $23.68 per barrel, as a result of production from the Tarapur 1 field.

General and Administrative

For the three months ended September 30, 2010, our general and administrative expenses increased to $863,000 from $773,000 for the three months ended September 30, 2009. These general and administrative expenses include costs related to the corporate head office including administrative salaries and services, directors’ fees, rent and office costs, insurance, bank guarantee fees, NYSE/Amex listing and filing fees, investor relation services and transfer agent fees and services. Directors’ fees increased $42,000, salaries and benefits increased by $38,000 and travel and hotel expenses by $61,000 mostly related to restructuring of our management team and the addition of a new executive officer for the three months ended September 30, 2010 as compared to the same period in 2009. Stock-based compensation costs increased by $144,000 to $258,000 for the three months ended September 30, 2010 from $114,000 for the comparative quarter in 2009. These compensation costs are for stock-based compensation arrangements with employees and directors which are being expensed over their respective vesting periods of the related option grants. For the three months ended September 30, 2010, we paid liquidated damages of $27,000 to obtain an extension of Phase I on our DS 03 Block which was not incurred for the comparative quarter in 2009. These increases are offset by a decrease in bank guarantee fees of $27,000 and a decrease of $200,000 for the related costs in complying with certain regulatory requirements in the jurisdictions in which we operate; incurred during the three months ended September 30, 2010 as compared to the same period in 2009.

For the nine months ended September 30, 2010, our general and administrative expenses decreased to $2,459,000 from $2,492,000 for the nine months ended September 30, 2009. Directors’ fees increased $217,000, salaries and benefits increased by $147,000, moving cost increased by $85,000, investor relations increased by $28,000 and travel and hotel expenses by $120,000 mostly related to restructuring of our management team and the addition of a new executive officer for the nine months ended September 30, 2010 as compared to the same period in 2009. For the nine months ended September 30, 2010, we paid liquidated damages of $61,000 on our Mehsana and DS 03 Block which was not incurred for the comparative period in 2009. These increases are offset by a decrease in bank guarantee fees of $36,000 and a decrease of $225,000 for the related costs in complying with certain regulatory requirements in the jurisdictions in which we operate; incurred during the nine months ended September 30, 2010 as compared to the same period in 2009. These increases are further offset by a decrease in compensation costs for stock-based compensation arrangements with employees and directors which are being expensed over their respective vesting periods of the related option grants. These stock-based compensation costs decreased to $506,000 from $693,000 for the same period in 2009. A further decrease is a result of a charge of $264,000 to general and administrative expenses for the warrant modification in the nine months ended September 30, 2009 which was not incurred in the nine months ended September 30, 2010.

Consulting Fees

Consulting fees for the three months ended September 30, 2010 were $158,000, a decrease of $12,000 from $170,000 when compared to the three months ended September 30, 2009. Significant items included in consulting fee expenses include a portion of costs paid to Roy Group (Barbados) Inc. for Chief Executive Officer services, costs paid to D.I. Investments Inc. for Chief Financial Officer services and the related health care costs and other consulting costs as incurred in employing various technical and corporate consultants who advised us on a variety of matters.

The decrease is mostly comprised of our fees paid to Roy Group (Barbados) Inc. which decreased to $78,000 for the three months ended September 30, 2010 as compared to $88,000 for the three months ended September 30, 2009. We expensed as consulting fees 75% or $59,000 of the costs paid to Roy Group (Barbados) Inc. for CEO related duties and other general corporate affairs. The remaining 25% or $19,000 was capitalized for technical geological services. Consulting fees paid to D.I. Investments Inc. also decreased to $27,000 for the three months ended September 30, 2010 as compared to $53,000 for the comparative quarter in 2010.

Consulting fees for the nine months ended September 30, 2010 were $529,000, an increase of $6,000 from $523,000 when compared to the nine months ended September 30, 2009. The increase is due to an increase in consulting fees paid to third party consultants to assist in our financing efforts in India offset by a decrease in our consulting fees paid to Roy Group (Barbados) Inc. and D.I. Investments Inc. Our fees paid to Roy Group (Barbados) Inc. decreased to $253,000 for the nine months ended September 30, 2010 from $263,000 for the comparative period in 2009. We expensed as consulting fees 75% or $190,000 of the costs paid to Roy Group (Barbados) Inc. for CEO related duties and other general corporate affairs. The remaining 25% or $63,000 was capitalized for technical geological services. Consulting fees paid to D.I. Investments Inc. also decreased to $134,000 for the nine months ended September 30, 2010 as compared to $160,000 for the comparative period in 2009.

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Professional Fees

Professional fees for the three months ended September 30, 2010 were $242,000 compared with $146,000 for the three months ended September 30, 2009. This increase is mostly a result of professional fees incurred during the three months ended September 30, 2010 paid to our legal advisors in conjunction with the filing of our S-3 and advice received in relation to the GSPC dispute. Professional fees include general counsel, audit and review costs and tax advisors to assist with compliance.

Professional fees for the nine months ended September 30, 2010 were $422,000 compared with $594,000 for the nine months ended September 30, 2009. This decrease is mostly a result of professional fees incurred during the nine months ended September 30, 2009 paid to various tax advisors to complete a review of our corporate structure with a goal to ensure tax compliance, strategy and efficiency across all jurisdictions during the nine months ended September 30, 2009 that were not incurred in the current period in 2010.

Depletion and depreciation

Depletion and depreciation decreased to $68,000 during the three months ended September 30, 2010 from $81,000 during the three months ended September 30, 2009. As a result of our production from the Tarapur 1 field we had depletion of $55,000 or $29.51 per barrel and depreciation of $13,000 for the three months ended September 30, 2010, as compared to depletion of $65,000 or $14.43 per barrel and depreciation of $16,000 for the same period in 2009. The increase in depletion rate per barrel cost to $29.51 for the three months ended September 30, 2010 from $14.43 for the three months ended September 30, 2009 is mostly a result of a decrease in proved reserves as at September 30, 2010 as compared to proved reserves as at September 30, 2009 based on an updated independent reserve report dated January 1, 2010 by Chapman Petroleum Engineering Ltd.

Depletion and depreciation increased to $266,000 during the nine months ended September 30, 2010 from $153,000 during the nine months ended September 30, 2009. As a result of our production from the Tarapur 1 field we had depletion of $222,000 or $28.72 per barrel and depreciation of $44,000 for the nine months ended September 30, 2010, as compared to depletion of $109,000 or $14.31 per barrel and depreciation of $44,000 for the nine months ended September 30, 2009. The increase in depletion rate per barrel cost to $28.72 for the three months ended September 30, 2010 from $14.31 for the three months ended September 30, 2009 is mostly a result of a decrease in proved reserves as at September 30, 2010 as compared to proved reserves as at September 30, 2009 based on an updated independent reserve report dated January 1, 2010 by Chapman Petroleum Engineering Ltd.

Other

We capitalized certain overhead costs directly related to our exploration activities in India. During the three months ended September 30, 2010, we capitalized overhead costs totaling $205,000 as compared to $156,000 during the three months ended September 30, 2009. Included in the amounts above are stock-based compensation costs capitalized of $110,000 for the three months ended September 30, 2010 compared with $91,000 for the three months ended September 30, 2009.

During the nine months ended September 30, 2010, we capitalized overhead costs totaling $450,000 as compared to $808,000 during the nine months ended September 30, 2009. Included in the amounts above are stock-based compensation costs capitalized of $165,000 for the nine months ended September 30, 2010 compared with $470,000 for the nine months ended September 30, 2009.

The treatment of capitalized overhead costs remained consistent with the comparable quarter and includes costs relating to personnel, consultants, their travel and stock-based compensation directly associated with the advancement of our oil and gas interests.

Reserve Report

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

Reserves Category	Oil (MBbls)	Natural Gas (MMcf)
PROVED
Developed	117.6	88.5
Undeveloped	--	--
TOTAL PROVED	117.6	88.5

Probable
Developed	444.5	695.6
Undeveloped	68.6	--
Possible
Developed	--	--
Undeveloped	--	--

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Proved Reserves

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

Probable Reserves

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

Liquidity

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

Our ability to continue as a going concern is dependent upon obtaining the necessary financing to complete further exploration and development activities and generate profitable operations from our oil and natural gas interests in the future. Our current operations are dependent upon the adequacy of our current assets to meet our current expenditure requirements and the accuracy of management’s estimates of those requirements. Should those estimates be materially incorrect, our ability to continue as a going concern will be impaired. Our unaudited consolidated financial statements as at and for the nine months ended September 30, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We have incurred a history of operating losses and negative cash flows from operations. These matters may raise doubt about our ability to continue as a going concern.

At September 30, 2010, our cash and cash equivalents were $5.4 million (December 31, 2009 - $16.3 million). The majority of this balance is being held in US funds, of which $3.8 million is held in term deposits earning interest based on the US prime rate which will contribute towards covering a portion of our administrative costs and overhead throughout 2010. At September 30, 2010, we had current assets of $7.2 million and current liabilities of $8.5 million, or a working capital deficiency of $1.3 million. Subsequent to September 30, 2010 we completed two financings which raised approximately $8.1 million. These funds covered our working capital deficiency at September 30, 2010 and are to be used primarily for working capital and general corporate purposes including exploration and development expenditures. Our current assets as of September 30, 2010 include $1.5 million of restricted deposits which we expect will be released from escrow before September 30, 2011. As of September 30, 2010, we have non-current restricted deposits that total $5.8 million. The restricted deposits are pledged as security against the minimum work programs for our exploration blocks and are released upon completion of those minimum work programs.

We will incur exploration and other expenses under the terms of our PSCs to further our exploration programs. Our existing cash balance at September 30, 2010 and our anticipated cash flow from operating activities were not sufficient to satisfy our current obligations and meet our exploration commitments of $8.6 million and $29.3 million over the twelve months ending September 30, 2011 and the three and one half years ending December 31, 2013, respectively. However, we expect the additional capital raised from the sale of securities in October 2010 should be sufficient for these purposes through June 30, 2011. We expect to continue to be dependent upon our ability to raise additional capital in order to pursue our business plan. In the event we are unable to raise sufficient capital on acceptable terms and at the times required to meet our exploration and other commitments during these respective periods, we may be forced to substantially curtail or cease exploration, appraisal and development expenditures and possibly curtail other of our activities.

We are considering various alternatives with respect to raising additional capital to remedy any future shortfall in capital to meet these exploration commitments and for other general corporate purposes but to date have made no specific plans or arrangements. It will be necessary for us to raise additional capital through equity markets, debt markets or other financing arrangements, including participation arrangements that may be available to fund our continued exploration expenditures. Because of the early stage of our operations and our absence of any material oil and natural gas reserves, there can be no assurance this capital will be available. While there can be no assurance as to our success in this regard, we believe that we will be able to raise additional capital which combined with our available cash resources will be sufficient funds to maintain our activities under the terms of our PSCs.

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

Our overall position in cash and cash equivalents decreased by $10.9 million from $16.3 million at December 31, 2009 to $5.4 million at September 30, 2010. The primary reason for the decrease in cash and cash equivalents can be attributed to the following activities:

Our net cash used in operating activities during the nine months ended September 30, 2010 was $3.1 million as compared to $2.1 million for the nine months ended September 30, 2009. The use of cash is mainly related to general and administrative costs, consulting and professional fees and operating costs, offset by oil and gas sales and interest earned on our short-term deposits.

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Our net cash used in investing activities during the nine months ended September 30, 2010 was $7.9 million as compared to $5.0 million during the nine months ended September 30, 2009. This increase is consistent with the combination of the decrease in our exploration activities for the nine months ended September 30, 2009 of $7.0 million as compared to $6.6 million for exploration activities for the same period in 2010, off-set by a reduction of our restricted deposits totaling $3.9 million during the nine month period ended September 30, 2009. The restricted deposits were returned to cash and cash equivalents in this period in 2009 consistent with the decrease in the requirement to supply bank guarantees and made available for general corporate purposes These bank guarantees have been provided and serve as guarantees for the performance of our minimum work programs and are in the form of irrevocable letters of credit which are secured by our term deposits in the same amount.

Cash provided by financing activities for the nine months ended September 30, 2010 and 2009 was $nil. There were no private placement sales or exercise of options or warrants during the nine months ended September 30, 2010 or 2009. Subsequent to September 30, 2010 we completed two financings with estimated net proceeds of $8.1 million which will be reflected in the December 31, 2010 audited consolidated financial statements.

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

Capital Resources

We intend that our exploration and development activities will continue through 2010 and 2011 pursuant to the terms of the PSCs we are a party to in India and the related drilling activities in the ten exploration block in which we hold an interest in accordance with the terms of those agreements. We anticipate that during the period January 1, 2010 to December 31, 2010, based on the current budgets, we would participate in the drilling of ten exploratory wells and ten core wells; conducting a 12,000 line kilometer aeromagnetic survey; and acquire, process and interpret 2,015 line kilometers of 2-D seismic and 350 square kilometers of 3-D seismic. As at September 30, 2010 five of the ten exploratory wells have been drilled and approximately 141.4 square kilometers of 3-D seismic has been acquired. We further expect to commence the construction of the gas gathering and production facilities together with further development drilling on the KG Offshore block for which we are carried. Also, if we increase our participating interest in the KG Onshore Block to 20%, our obligations to fund the 3-D seismic acquisition and the exploratory drilling on the block will increase. At this time, we do not expect to participate in any additional exploratory, appraisal and development wells over and above our existing commitments.

On November 8, 2010, the joint operating agreements relating to each of the two offshore Israel deepwater licenses known as 347 “Myra” and 348 “Sara” were executed and we have paid the consideration of $1.2 million for the two licenses. These activities are in the very early stages of development and we do not anticipate significant capital expenditures for the remainder of 2010.

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

Off-balance Sheet Arrangements

None.

Contractual Obligations

Our minimum exploration commitments under our production sharing contracts and other future lease payments at September 30, 2010 were not substantially different than at December 31, 2009.

Carried Interest Dispute on the KG Offshore Block

GSPC as the operator of the KG Offshore Block in which we have a net 5% carried interest has been seeking from us, payment of our pro rata portion of the amount by which the sums expended by GSPC under all phases of the Minimum Work Program as set forth in the PSC for the KG Offshore Block in carrying out exploration activities on the block exceeded the amount that GSPC deemed to be our pro rata portion of a financial commitment under all phases included in the parties’ joint bid for the award of the KG Offshore Block by the Government of India. GSPC contends that this excess amount was not within the terms of the Carried Interest Agreement and asserts that we are required to pay 10% of the exploration expenses over and above gross costs of $109.7 million (10% being $10.97 million including the net 5% interest of Roy Group (Mauritius) Inc.) plus interest.

Subsequently, in August 2010, GSPC advised us that they are of the view that the technical and other advice provided by us in the preparation of the parties’ original bid document submitted to the Government of India in 2002 as part of the bidding process for NELP-III, which resulted in award of the production sharing contract to explore and develop the KG Offshore Block has proven to be incorrect and therefore as a result, GSPC’s costs in the project exceeded its estimates. GSPC therefore further asserts that by reason of the foregoing the Carried Interest Agreement between the parties is void and consequently the Production Sharing Contract to which the Government of India is a party and the Joint Operating Agreement between the parties are also void.

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We dispute these positions of GSPC and the conclusions reached by GSPC and state that we continue to hold a gross 10% interest in the block (including the net 5% interest of Roy Group (Mauritius) Inc.).

We dispute GSPC’s right to any payments and believe any payment GSPC is seeking is in breach of the Carried Interest Agreement. We have advised GSPC that we have fulfilled our obligations under the Carried Interest Agreement to provide extensive technical assistance without any further remuneration other than the carried interest. We have also obtained the opinion of prominent Indian legal counsel who has advised that, among other things, under the terms of the agreements between the parties, and in particular the Carried Interest Agreement, we are not liable to pay any amount to GSPC for either costs and expenses incurred or otherwise before reaching the stage of commercial production.

In addition, we have disputed GSPC’s right, which it purported to claim in November 2008, to undertake an additional work program over and above the minimum work program under the PSC as either Joint Operations or as Exclusive Operations under the terms of the PSC and that we must elect whether we wish to participate in these future exploration activities as Joint Operations.

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

We intend to vigorously protect our contractual rights in accordance with the dispute resolution process under the Carried Interest Agreement, the PSC and the Joint Operating Agreement and other possible means as may be appropriate.

While we are seeking to continue our ongoing discussions with GSPC, which were commenced in 2007 in an effort to reach an amicable resolution of these differences, there can be no assurance that this matter will be settled amicably.

Critical Accounting Estimates

The preparation of financial statements under generally accepted accounting principles in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On a regular basis we evaluate our assumptions, judgments and estimates. We also discuss our critical accounting estimates with the Audit Committee of the Board of Directors.

We believe that the assumptions, judgments and estimates involved in the accounting for oil and gas accounting and impairment, asset retirement obligation and share-based payment arrangements have the greatest potential impact on our unaudited consolidated financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates, so we consider these to be our critical accounting estimates. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.

Our critical accounting estimates are disclosed in Item 7 of our 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2010, and have not changed materially since the filing of that document.

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Recent Exploration Activities

Below is a summary description of information relating to certain material developments to our exploration activities. 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 on Form 10-Q as well as our Current Reports on Form 8-K.

Krishna Godavari Offshore Block

Deen Dayal West Field Development Plan

A Field Development Plan has been approved with the following details:

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

·	Production facilities to be constructed include:

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

· 20 kilometer long pipeline of 24 inch diameter pipe extending to a landfall point; and

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

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

·	First gas production is now expected to commence in June 2012 or later.

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

GSPC estimated in the Field Development Plan that on a preliminary basis, the gross costs for the production facilities will be approximately US$941 million and US$860 million for the future development drilling costs. GSPC is currently in the process of commissioning an offshore platform and jack-up drilling rig to commence the drilling of the new development wells.

Krishna Godavari Onshore Block

During the first half of 2010, Oil India Limited as operator of the KG Onshore Block commenced a 3-D seismic acquisition program. The acquisition program is planned to acquire approximately 400 square kilometers of data out of an area of approximately 548 square kilometers as a result of seismic acquisition restrictions in the reserve forest. As at September 30, 2010 approximately 141.4 square kilometers of 3-D seismic had been acquired. It is anticipated that the seismic acquisition and part of the processing will be completed on or before June 30, 2011.

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

All necessary steps are currently being undertaken by Oil India Limited in an effort to commence the drilling of the first of twelve exploration wells by the second or third quarter of 2011.

Tarapur Block

Tarapur 1 Discovery Area

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

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

There are ten additional wells in the Tarapur 1 Discovery Area which are drilled, tested and awaiting tie-in to the oil tank storage facilities. Further, there is one gas well (Tarapur G) awaiting completion of a new gas pipeline. GSPC is currently in the process of preparing and filing the necessary declarations of commerciality and field development plans pursuant to the provisions of the PSC in conjunction with building the gas pipeline in order to bring these additional wells onto production.

Sanand/Miroli Block

GSPC as operator held a Management Committee meeting on July 21, 2010 whereby the Declaration of Commerciality was reviewed for the M-1 and M-6 oil discoveries.

Ankleshwar Block

During the first half of 2010, GSPC as operator drilled the remaining three exploratory wells (ANK-39S, ANK-40S and ANK-41S) to complete the Phase I Minimum Work commitment. These three wells have been tested and are currently being evaluated.

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Mehsana Block

On February 8, 2010 the Directorate General of Hydrocarbons approved the extension of the Phase I minimum work program to July 13, 2010. This extension allowed the consortium time to complete a four well testing and stimulation program in order to complete the appraisal of the block, the results of which are not yet known. After completion of the test results, all areas not defined as a Commercial Discovery will be relinquished under the terms of the PSC. The consortium has elected not to proceed to Phase II of the work program.

DS03 Block

On February 6, 2010 we applied for a six month extension of Phase I to September 3, 2010 in order to complete a 12,000 line kilometer aeromagnetic survey. The extension has been granted and we have further elected to proceed into Phase II of the exploratory work program. The Management Committee, pursuant to the PSC, approved a relinquishment of 789.25 square kilometers, or 25% of the original contract area of 3,155 square kilometers at the beginning of the second extension of Phase I. Our commitment to the end of Phase II is now to complete this survey which is currently awaiting approval from the Government of India, complete a 500 line kilometers 2-D seismic survey and drill one exploratory well to a depth of approximately 1,500 meters before September 3, 2011.

DS04 Block

It is our intention as operator of the DS04 block to drill ten core holes to a depth of 500 meters and complete a 535 line kilometer 2-D seismic survey by the end of 2011.

RJ20 and RJ21 Blocks

The consortium recently completed the acquisition, processing and interpretation of a 3-D seismic program of approximately 1,300 square kilometers. On April 21, 2010, the first well on the Rajasthan blocks, the Rachan-1 well commenced drilling on the RJ 21 Block. Oil India Limited as operator has completed the drilling of this well to a total depth of 1,550 meters and the well has been suspended awaiting further testing. The Madasar-1 well, commenced drilling on August 6, 2010 and has been drilled to a depth of 1,402 meters. Test results were not positive and as a result of that, the well was plugged and abandoned in November 2010. The Madasar-1 well is the second of twenty exploration wells to be drilled over the two blocks.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

Foreign Currency Exchange Risk

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

At September 30, 2010, we had not entered into any market risk sensitive instruments relating to our foreign currency exchange risk.

Commodity Price Risk

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

At September 30, 2010, we had not entered into any market risk sensitive instruments as such term is defined in Item 305 of Regulation S-K, relating to oil and natural gas.

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Trading Risks

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls

Our management, with participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2010. Disclosure controls and procedures are defined under SEC rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on the identification of the material weaknesses in our internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2009, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2010, however, along with the Plan as disclosed in our Form 10-K for the year ended December 31, 2009, we continue to take steps to correct this situation.

Changes in Internal Controls

During the third quarter, we strengthened our internal control environment by restructuring our executive management team. The new senior executive hired during the first quarter of 2010 was appointed as the new President and CEO. The former CFO assumed new responsibilities as Vice President of Finance and the former Corporate Controller was promoted as our new CFO. In addition, we have formally defined roles and responsibilities for our newly structured executive management team.

Although we have implemented the above changes, we are unable to conclude the material weaknesses have been remediated as of September 30, 2010 until the new internal controls operate for a sufficient period of time, are tested, and management concludes that these controls are operating effectively. We expect to complete our analysis by the end of the fiscal year ending December 31, 2010.

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act), during the quarter ended September 30, 2010 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1A. RISK FACTORS

Risks relating to us are described in detail in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 31, 2010. Changes or additions to certain of those risk factors, or, those which are currently deemed to be material have been included in this Quarterly Report. Reference should be made to our Annual Report as well as to the following for complete information regarding all risk factors material to investors.

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

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

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Our ability to continue as a going concern is dependent upon obtaining the necessary financing to complete further exploration and development activities and generate profitable operations from oil and natural gas interests in the future. Our financial statements as at and for the nine months ended September 30, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the nine months ended, we incurred a net loss of approximately $3.3 million, used approximately $3.1 million of cash flow in our operating activities, used approximately $7.9 million in our investing activities and had an accumulated deficit of approximately $32.1 million. As at September 30, 2010, we had a negative working capital of approximately $1.4 million. These matters raise doubt about our ability to continue as a going concern.

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

Our Capital Resources Have Declined and We May Not Be Successful In Raising Additional Capital

At September 30, 2010, our cash and cash equivalents were $5.4 million compared with $16.3 million at December 31, 2009. We have current assets of $7.2 million and current liabilities of $8.5 million, or a working capital deficiency of $1.3 million. During the three months ended September 30, 2010, our restricted deposits, both current and long-term, declined from $9.5 million to $7.2 million, or $2.3 million, with the difference being applied to improve our liquidity. Our current assets as of September 30, 2010 include $1.5 million of restricted deposits which we expect will be released from escrow before September 30, 2011. As of September 30, 2010, we have non-current restricted deposits that total $5.8 million. The restricted deposits are pledged as security against the minimum work programs for our exploration blocks and are released upon completion of those minimum work programs.

We incur exploration and other expenses under the terms of our PSCs to further our exploration programs. Our existing cash balance at September 30, 2010 and our anticipated cash flow from operating activities through September 30, 2011 is not sufficient to satisfy our current obligations and meet our exploration commitments of $8.6 million and $29.3 million over the twelve months ending September 30, 2011 and the three and one half years ending December 31, 2013, respectively. Accordingly, in the event we are unable to raise sufficient capital to meet our exploration and other commitments during these respective periods, we may be forced to substantially curtail or cease exploration, appraisal and development expenditures and possibly curtail other of our activities.

GSPC Is Seeking a Substantial Payment From Us On Account Of GSPC’s Exploration Costs On the KG Offshore Block

GSPC as operator of the KG Offshore Block in which we have a net 5% carried interest has been seeking from us, payment of our pro rata portion of the amount by which the sums expended by GSPC under all phases of the Minimum Work Program as set forth in the PSC for the KG Offshore Block in carrying out exploration activities on the block exceeded the amount that GSPC deemed to be our pro rata portion of a financial commitment under all phases included in the parties’ joint bid for the award of the KG Offshore Block by the Government of India. GSPC contends that this excess amount was not within the terms of the Carried Interest Agreement and asserts that we are required to pay 10% of the exploration expenses over and above gross costs of $109.7 million (10% being $10.97 million including the net 5% interest of Roy Group (Mauritius) Inc.) plus interest.

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Our Internal Control Over Financial Reporting Was Not Effective As Of September 30, 2010 And Continuing Weaknesses In Our Internal Controls And Procedures Could Have A Material Adverse Effect On Us

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

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

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

As a result of the existence of the material weakness discussed above, our management concluded that we did not maintain effective internal control over financial reporting as of September 30, 2010, based on the criteria established in Internal Control - Integrated Framework issued by COSO.

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

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

The Failure Of One Of Our Subsidiaries To Timely File Certain Reports With The Proper Regulatory Authorities Could Result in the Imposition of a Material Penalty

In the fourth quarter of 2009, we determined that one of our subsidiaries may be in breach of certain regulatory requirements of the jurisdiction of its organization and we are currently taking appropriate steps to remedy the matter. Our subsidiary’s non-compliance with these regulations may result in a financial penalty being imposed against the subsidiary in an amount at the discretion of the regulatory authority. We believe the outcome pertaining to the matter at this time is not determinable, and as such no provision has been made in these unaudited consolidated financial statements for the payment of the financial penalty. The range of the possible penalty has been revised to anywhere from $nil to $3.2 million which could materially and adversely affect our financial condition and results of operations.

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

We are in the early stage of developing our operations. We have a very limited operating history, we have realized very limited revenues from our activities, and we do not have material reserves of oil and natural gas as at September 30, 2010.

Our activities in the oil and natural gas exploration and production industry have primarily involved entering into ten PSCs with the Government of India. We also have exploration activities in Israel and Colombia however, those activities are in the very early stages of development. Our exploration opportunities are highly speculative and should any of these opportunities not result in the discovery of commercial quantities of oil and gas reserves, our investment in the venture could be lost. Our current plans are to conduct the exploration and development activities on the areas offshore and onshore in accordance with the terms of the production sharing and other contracts we are a party to. There can be no assurance that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in any discovery of hydrocarbons or that any hydrocarbons that are discovered will be in commercially recoverable quantities. Further, the realization of any revenues from commercially recoverable hydrocarbons is substantially dependent upon the ability to deliver, store and market any hydrocarbons that are discovered. As of November 15, 2010, there are no or limited facilities for the delivery and storage of hydrocarbons on the areas covered by our PSCs.

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

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

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

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

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

There can be no assurance that the ventures in which we are a participant or hold an interest will be successful in addressing these risks, and any failure to do so could have a material adverse effect on our prospects for the future.

Cautionary Statement For Purposes Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995

With the exception of historical matters, the matters discussed in this Report are “forward-looking statements” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements made herein include, but are not limited to:

·	the statements in this Report regarding our plans and objectives relating to our future operations,

·	plans and objectives regarding the exploration, development and production activities conducted on the exploration blocks in India, Israel and Colombia where we have interests,

plans regarding drilling activities intended to be conducted through the ventures in which we are a participant, the success of those drilling activities and our ability and the ability of the ventures to complete any wells on the exploration blocks, to develop reserves of hydrocarbons in commercially marketable quantities, to establish facilities for the collection, distribution and marketing of hydrocarbons, to produce oil and natural gas in commercial quantities and to realize revenues from the sales of those hydrocarbons,

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our ability to maintain compliance with the terms and conditions of our production sharing and other contracts, including the related work commitments, to obtain consents, waivers and extensions under the terms of our production sharing and other contracts as and when required, and our ability to fund those work commitments,

·	our plans and objectives to join with others or to directly seek to enter into or acquire interests in additional production sharing or other contracts in India, Israel, Colombia and elsewhere,

·	our assumptions, plans and expectations regarding our future capital requirements,

·	our plans and intentions to raise additional capital we require and our likelihood of success in that regard,

the costs and expenses to be incurred in conducting exploration, well drilling, development and production activities, our estimates as to the anticipated annual costs of those activities and the adequacy of our capital to meet our requirements for our present and anticipated levels of activities are all forward-looking statements.

These statements appear, among other places, in Part I under the caption “Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Part II under the caption “Item 1A. - Risk Factors”. If our plans fail to materialize, your investment will be in jeopardy.

·	We cannot assure you that our assumptions or our business plans and objectives discussed herein will prove to be accurate or be able to be attained.

We cannot assure you that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in a discovery of reserves of hydrocarbons or that any hydrocarbons that are discovered on the exploration blocks in which we have an interest will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons that are discovered.

·	Our ability to realize material revenues cannot be assured. Our ability to successfully drill, test and complete significant numbers of producing wells cannot be assured.

We cannot assure you that we will have available to us the capital required to meet our plans and objectives at the times and in the amounts required or we will have available to us the amounts we are required to fund under the terms of the production sharing or other contracts we are a party to. We cannot assure that we will be successful in raising the additional capital we currently require.

·	We cannot assure you that we will be successful in joining any further ventures seeking to be granted production sharing or other contracts in India, Israel, Colombia or elsewhere or that we will be successful in acquiring interests in existing ventures.

We cannot assure you that we will obtain all required consents, waivers and extensions from a governmental or regulatory body in India or Israel as and when required to maintain compliance with our production sharing or other contracts we have entered into, that we may not be adversely affected by any delays we may experience in receiving those consents, waivers and extensions and that we may not incur liabilities under the production sharing or other contracts for our failure to maintain compliance with and timely complete the related work programs.

We cannot assure you that Gujarat State Petroleum Corporation, the operator of the KG Offshore Block, may not be successful in its efforts to obtain payment from us on account of exploration costs it has expended on the KG Offshore Block for which it asserts we are liable or otherwise seek to hold us in breach of that Production Sharing Contract or commence arbitration proceedings against us and be successful in its assertion that it can terminate our contract with them or the Government of India.

·	We cannot assure you of our ability to meet our goals and objectives and the consequences to us from adverse developments in general economic or capital market conditions, events having international consequences, or military or terrorist activities could have a material adverse effect on us.

An investment in shares of our common stock involves a high degree of risk. There can be no assurance that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in any discovery of reserves of hydrocarbons or that any hydrocarbons that are discovered will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons that are discovered.

Our inability to meet our goals and objectives or the consequences to us from adverse developments in general economic or capital market conditions, events having international consequences, or military or terrorist activities could have a material adverse effect on us. We caution you that various risk factors accompany those forward-looking statements and are described, among other places, under the caption “Risk Factors” herein. They are also described in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this Report and could adversely affect our financial condition and our ability to pursue our business strategy and plans.

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ITEM 6. EXHIBITS

31.1*

Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)

31.2*

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

32.1*

Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished, not filed)

32.2*

Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)

* filed or furnished herewith

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

GEOGLOBAL RESOURCES INC.

November 15, 2010 By: /s/ Sunil S. Karkera

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Sunil S. Karkera

Chief Financial Officer

(Signing on behalf of the registrant and as

Principal Financial and Accounting Officer)