SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-KSB/A
Amendment
No. 1
Mark
One:
þ
Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
For
the
fiscal year ended December
31, 2006;
or
¨
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of 1934
For
the
transition period from __________ to __________.
Commission
File No. 1-32158
GEOGLOBAL
RESOURCES INC.
(Name
of Small Business Issuer in its Charter)
|
Delaware
|
33-0464753
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(IRS
Employer Identification No.)
|
Suite
310, 605- 1 Street SW, Calgary, Alberta T2P 3S9
Canada
|
(Address
of Principal Executive Offices) (Zip Code)
|
(403)
777-9250
|
(Issuer’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Exchange Act:
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
|
None
|
Securities
Registered Pursuant to Section 12(g) of the Exchange
Act:
|
Common
Stock, par value $.001 per share
|
(Title
of Each Class)
|
Check
whether the issuer is not required to file reports pursuant to Section 13
or
15(d) of the Exchange Act ¨
Check
whether the issuer (1) filed all reports required to be filed by Section
13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter
period
that the registrant was required to file such reports), and (2) has been
subject
to such filing requirements for the past 90 days. þ
Yes
¨
No
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ¨
Indicate
by check whether the registrant is a shell company (as defined in Rule 12b-2
of
the Exchange Act. ¨
Yes
þ
No
Issuer’s
revenues for its most recent fiscal year: $-0-
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of April
13,
2007 was $202,227,474.
(See
definition of affiliate in Rule 12b-2 of the Exchange Act).
The
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 13, 2007, was 66,228,256.
DOCUMENTS
INCORPORATED BY REFERENCE
None
This
Form
10-KSB/A is being filed to amend the GeoGlobal Resources Inc. (the “Company”)
Annual Report on Form 10-KSB for the year ended December 31, 2006. The amendment
is filed in order to correct a typographical error to the header of the Notes
to
the Financial Statements. This amendment is filed to file as exhibits the
Consents of Ernst & Young LLP to the incorporation by reference of their
opinion dated March 23, 2007 in the Company’s registration statement s
on Form
S-8 (File Nos.
333-74245, 333-39450, 333-67720 and 333-129225) and its registration statement
on Form S-3 (File No. 333-129225).
This
Form
10-KSB/A does not reflect events occurring after the filing of the original
Form
10-KSB or modify or update those disclosures. Information not affected by
the
amendment is unchanged and reflects the disclosure made at the time of the
original filing of the Form 10-KSB with the Securities and Exchange Commission
on April 17, 2007. The following items have been amended:
Annual
Report on Form 10-KSB/A
December
31, 2006
|
|
Page
|
|
Part
II
|
|
|
|
|
Item
7.
|
Financial
Statements
|
F1-F29
|
|
|
|
|
|
|
Item
13.
|
Exhibits
|
4
|
|
|
|
PART
II
Item
7. Financial Statements
Our
Financial Statements are included in a separate section of this report. See
page
F-1.
Item
13. Exhibits
Exhibit
|
Description
|
3.1
|
Certificate
of Incorporation of the Registrant, as amended.
(1)
|
3.2
|
Bylaws
of the Registrant, as amended. (4)
|
3.3
|
Certificate
of Amendment filed with the State of Delaware on November 25, 1998.
(2)
|
3.4
|
Certificate
of Amendment filed with the State of Delaware on December 4, 1998.
(2)
|
3.5
|
Certificate
of Amendment filed with the State of Delaware on March 18, 2003.
(5)
|
3.6
|
Certificate
of Amendment filed with the State of Delaware on January 8, 2004.
(5)
|
4.1
|
Specimen
stock certificate of the Registrant. (5)
|
10.1
|
Restated
1993 Stock Incentive Plan. (1)
|
10.2
|
1994
Directors Stock Option Plan. (1)
|
10.3
|
1994
Stock Option Plan. (1)
|
10.4
|
1993
Stock Incentive Plan. (1)
|
10.5
|
1998
Stock Incentive Plan. (2)
|
10.6
|
Stock
Purchase Agreement dated April 4, 2003 by and among Suite101.com,
Inc.,
Jean Paul Roy and GeoGlobal Resources (India) Inc. (3)
|
10.7
|
Amendment
dated August 29, 2003 to Stock Purchase Agreement dated April 4,
2003.
(4)
|
10.8
|
Technical
Services Agreement dated August 29, 2003 between Suite101.com,
Inc. and
Roy Group (Barbados) Inc. (4)
|
10.8.1
|
Amendment
to Technical Services Agreement dated January 31, 2006 between
GeoGlobal
Resources Inc. and Roy Group (Barbados) Inc. (8)
|
10.9
|
Participating
Interest Agreement dated March 27, 2003 between GeoGlobal Resources
(India) Inc. and Roy Group (Mauritius) Inc. (4)
|
10.10
|
Escrow
Agreement dated August 29, 2003 among Registrant, Jean Paul Roy
and
Computershare Trust Company of Canada. (4)
|
10.11
|
Promissory
Note dated August 29, 2003 payable to Jean Paul Roy. (4)
|
10.12
|
Production
Sharing Contract dated February 4, 2003, among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Limited
and
GeoGlobal Resources (India) Inc. (6)
|
10.13
|
Production
Sharing Contract dated February 6, 2004 among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
Limited and GeoGlobal Resources (Barbados) Inc. (6)
|
10.14
|
Production
Sharing Contract dated February 6, 2004 among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
Limited, Prize Petroleum Company Limited and GeoGlobal Resources
(Barbados) Inc. (6)
|
10.15
|
Carried
Interest Agreement dated August 27, 2002 between Gujarat State
Petroleum
Corporation Limited and GeoGlobal Resources (India) Inc. (5)
|
10.16
|
Agency
Agreement dated September 9, 2005 between the Company and Jones,
Gable
& Company Limited.
(7)
|
10.17
|
Form
of Subscription Agreement entered into by subscribers relating
to offers
and sales of Units by Jones, Gable & Company Limited.
(7)
|
|
Form
of Subscription Agreement with respect to sales of an aggregate
of
1,000,000 of the Units.
(7)
|
10.18
|
Registration
Rights Agreement dated September 9, 2005 between the Company and
Jones, Gable & Company Limited.
(7)
|
10.19
|
Production
Sharing Contract dated September 23, 2005, between the Government of
India and GeoGlobal Resources (Barbados) Inc.
(7)
|
10.20
|
Production
Sharing Contract dated September 23, 2005, between the Government of
India, Gujarat State Petroleum Corporation Limited, GAIL (India)
Ltd.,
Jubilant Capital Pvt. Ltd. and GeoGlobal Resources (Barbados)
Inc.
(7)
|
10.21
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited and GeoGlobal Resources (Barbados) Inc.
(9)
|
10.22
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited and GeoGlobal Resources (Barbados) Inc.
(9)
|
10.23
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited, Hindustan Petroleum Corpn. Ltd. and GeoGlobal Resources
(Barbados) Inc.
(9)
|
10.24
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India and
GeoGlobal Resources (Barbados) Inc.
(9)
|
|
|
14
|
Code
of Ethics. (5)
|
|
|
21
|
Subsidiaries
of the Registrant:
|
|
Name
|
State
or Jurisdiction of Incorporation
|
|
GeoGlobal
Resources (India) Inc.
|
Barbados
|
|
GeoGlobal
Resources (Canada) Inc.
|
Alberta
|
|
GeoGlobal
Resources (Barbados) Inc.
|
Barbados
|
|
|
23
|
Consent
of experts and counsel:
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Filed
as an Exhibit to Neuro Navigational Corporation Form 10-KSB No.
0-25136
dated September 30, 1994.
|
(2)
|
Filed
as an Exhibit to our Current Report on Form 8-K dated December
10,
1998.
|
(3)
|
Filed
as exhibit 10.1 to our Quarterly Report on Form 10-QSB for the
quarter
ended March 31, 2003.
|
(4)
|
Filed
as an exhibit to our Current Report on Form 8-K for August 29,
2003.
|
(5)
|
Filed
as an Exhibit to our Form 10-KSB dated April 1,
2004.
|
(6)
|
Filed
as an Exhibit to our Form 10-KSB/A dated April 28,
2004.
|
(7)
|
Filed
as an Exhibit to our Quarterly Report on Form 10-QSB for the quarter
ended
September 30, 2005.
|
(8)
|
Filed
as an Exhibit to our Current Report on Form 8-K dated January 31,
2006.
|
(9)
|
To
be filed as an Exhibit to our Quarterly Report on Form 10Q for
the quarter
ending March 31, 2007.
|
(10)
Filed herewith.
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER
31, 2006 AND DECEMBER 31, 2005
(in
United States dollars)
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Index
to Consolidated Financial Statements
December
31, 2006 and December 31, 2005
Report
of Independent Registered Public Accounting Firm
|
|
F-3
|
|
|
|
Financial
Statements
|
|
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
|
|
|
F-8
to F-29
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders Of
GeoGlobal
Resources Inc.
We
have
audited the accompanying consolidated balance sheets of GeoGlobal Resources
Inc., a development stage enterprise, as of December 31, 2006 and 2005 and
the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2006, 2005 and 2004, and for the
cumulative period from inception on August 21, 2002 to December 31, 2006.
These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to
perform an audit of the Company's internal control over financial reporting.
Our
audits included consideration of internal control over financial reporting
as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of
the
Company's internal control over financial reporting. Accordingly, we express
no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of GeoGlobal Resources
Inc. as at December 31, 2006 and 2005 and the consolidated results of its
operations and its cash flows for the years ended December 31, 2006, 2005,
and
2004, and for the cumulative period from inception on August 21, 2002 to
December 31, 2006 in conformity with United States generally accepted accounting
principles.
As
discussed in note 6b to the consolidated financial statements, the 2005 and
2004
stock-based compensation disclosures have been restated.
"Ernst
& Young LLP" (signed)
CALGARY,
ALBERTA
CHARTERED ACCOUNTANTS
March
23,
2007
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
|
|
|
|
December
31, 2006
US
$
|
|
December
31, 2005
US
$
|
|
Assets
|
|
|
|
|
|
Current
|
|
|
|
|
|
Cash
and cash equivalents (note 2i)
|
|
|
32,362,978
|
|
|
36,037,388
|
|
Accounts
receivable
|
|
|
202,821
|
|
|
139,035
|
|
Prepaids
and deposits
|
|
|
31,232
|
|
|
5,718
|
|
Cash
call receivable
|
|
|
--
|
|
|
49,947
|
|
|
|
|
32,597,031
|
|
|
36,232,088
|
|
|
|
|
|
|
|
|
|
Restricted
cash (note11a)
|
|
|
3,590,769
|
|
|
392,485
|
|
Property
and equipment (note 3)
|
|
|
183,427
|
|
|
89,826
|
|
Oil
and gas interests, not subject to depletion (note 4)
|
|
|
9,722,738
|
|
|
2,216,663
|
|
|
|
|
|
|
|
|
|
|
|
|
46,093,965
|
|
|
38,931,062
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,888,103
|
|
|
159,145
|
|
Accrued
liabilities
|
|
|
33,487
|
|
|
43,500
|
|
Due
to related companies (notes 8c, 8d and 8e)
|
|
|
33,605
|
|
|
244,452
|
|
|
|
|
1,955,195
|
|
|
447,097
|
|
Stockholders'
Equity (note 5)
|
|
|
|
|
|
|
|
Capital
stock
|
|
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
|
|
100,000,000
common shares with a par value of US$0.001 each
|
|
|
|
|
|
|
|
1,000,000
preferred shares with a par value of US$0.01 each
|
|
|
|
|
|
|
|
Issued
|
|
|
|
|
|
|
|
66,208,255
common shares (December 31, 2005 - 62,954,255)
|
|
|
51,617
|
|
|
48,361
|
|
Additional
paid-in capital
|
|
|
47,077,827
|
|
|
40,275,588
|
|
Deficit
accumulated during the development stage
|
|
|
(2,990,674
|
)
|
|
(1,839,984
|
)
|
|
|
|
44,138,770
|
|
|
38,483,965
|
|
|
|
|
|
|
|
|
|
|
|
|
46,093,965
|
|
|
38,931,062
|
|
See
Commitments, Contingencies and Guarantees (note 11)
The
accompanying notes are an integral part of these Consolidated Financial
Statements
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
|
|
|
|
Year
ended
Dec
31, 2006
US
$
|
|
Year
ended
Dec
31, 2005
US
$
|
|
Year
ended
Dec
31, 2004
US
$
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
US
$
|
|
|
|
|
|
|
|
|
|
(note
12a)
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
(notes 8c, 8d, 8e and 6b)
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
1,406,000
|
|
|
495,326
|
|
|
451,788
|
|
|
2,510,716
|
|
Consulting
fees
|
|
|
1,190,919
|
|
|
265,446
|
|
|
237,615
|
|
|
1,864,251
|
|
Professional
fees
|
|
|
251,261
|
|
|
201,298
|
|
|
161,381
|
|
|
752,676
|
|
Depreciation
|
|
|
49,323
|
|
|
49,531
|
|
|
61,308
|
|
|
211,310
|
|
|
|
|
2,897,503
|
|
|
1,011,601
|
|
|
912,092
|
|
|
5,338,953
|
|
Other
expenses (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
fees recovered
|
|
|
--
|
|
|
(12,950
|
)
|
|
(14,300
|
)
|
|
(66,025
|
)
|
Equipment
costs recovered
|
|
|
--
|
|
|
(12,950
|
)
|
|
(2,200
|
)
|
|
(19,395
|
)
|
Gain
on sale of equipment
|
|
|
--
|
|
|
(42,228
|
)
|
|
--
|
|
|
(42,228
|
)
|
Foreign
exchange (gain) loss
|
|
|
4,737
|
|
|
(319
|
)
|
|
3,495
|
|
|
26,547
|
|
Interest
income
|
|
|
(1,751,550
|
)
|
|
(462,174
|
)
|
|
(31,591
|
)
|
|
(2,247,178
|
)
|
|
|
|
(1,746,813
|
)
|
|
(530,621
|
)
|
|
(44,596
|
)
|
|
(2,348,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss for
the
period (note 9)
|
|
|
(1,150,690
|
)
|
|
(480,980
|
)
|
|
(867,496
|
)
|
|
(2,990,674
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share
-
basic and diluted (note 5f)
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
|
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
|
|
|
|
Capital
Stock
US
$
|
|
Additional
paid-in
capital
US
$
|
|
Accumulated
Deficit
US
$
|
|
Stockholders'
Equity
US
$
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued on incorporation on
August
21, 2002
|
|
|
64
|
|
|
--
|
|
|
--
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss for the period
|
|
|
--
|
|
|
--
|
|
|
(13,813
|
)
|
|
(13,813
|
)
|
Balance
at December 31, 2002
|
|
|
64
|
|
|
--
|
|
|
(13,813
|
)
|
|
(13,749
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On
acquisition (note 7)
|
|
|
34,000
|
|
|
1,072,960
|
|
|
--
|
|
|
1,106,960
|
|
Options
exercised for cash
|
|
|
397
|
|
|
101,253
|
|
|
--
|
|
|
101,650
|
|
December
2003 private placement financing (note 5c)
|
|
|
6,000
|
|
|
5,994,000
|
|
|
--
|
|
|
6,000,000
|
|
Share
issuance costs on private placement
|
|
|
--
|
|
|
(550,175
|
)
|
|
--
|
|
|
(550,175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss for the year
|
|
|
--
|
|
|
--
|
|
|
(477,695
|
)
|
|
(477,695
|
)
|
Balance
at December 31, 2003
|
|
|
40,461
|
|
|
6,618,038
|
|
|
(491,508
|
)
|
|
6,166,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercised for cash
|
|
|
115
|
|
|
154,785
|
|
|
--
|
|
|
154,900
|
|
Broker
Warrants exercised for cash (note 5c)
|
|
|
39
|
|
|
58,611
|
|
|
--
|
|
|
58,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss for the year
|
|
|
--
|
|
|
--
|
|
|
(867,496
|
)
|
|
(867,496
|
)
|
Balance
at December 31, 2004
|
|
|
40,615
|
|
|
6,831,434
|
|
|
(1,359,004
|
)
|
|
5,513,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercised for cash (note 5e(i))
|
|
|
739
|
|
|
1,004,647
|
|
|
--
|
|
|
1,005,386
|
|
2003
Purchase Warrants exercised for cash (note 5d(i))
|
|
|
2,214
|
|
|
5,534,036
|
|
|
--
|
|
|
5,536,250
|
|
Broker
Warrants exercised for cash (note 5c)
|
|
|
541
|
|
|
810,809
|
|
|
--
|
|
|
811,350
|
|
September
2005 private placement financing (note 5b)
|
|
|
4,252
|
|
|
27,636,348
|
|
|
--
|
|
|
27,640,600
|
|
Share
issuance costs on private placement (note 5b)
|
|
|
--
|
|
|
(1,541,686
|
)
|
|
--
|
|
|
(1,541,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss for the year
|
|
|
--
|
|
|
--
|
|
|
(480,980
|
)
|
|
(480,980
|
)
|
Balance
at December 31, 2005
|
|
|
48,361
|
|
|
40,275,588
|
|
|
(1,839,984
|
)
|
|
38,483,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercised for cash (note 5e(i))
|
|
|
2,285
|
|
|
2,706,895
|
|
|
--
|
|
|
2,709,180
|
|
Options
exercised for notes receivable (note 6e)
|
|
|
185
|
|
|
249,525
|
|
|
--
|
|
|
249,710
|
|
2003
Purchase Warrants exercised for cash (note 5d(i))
|
|
|
786
|
|
|
1,962,964
|
|
|
--
|
|
|
1,963,750
|
|
Share
issuance costs
|
|
|
--
|
|
|
(74,010
|
)
|
|
--
|
|
|
(74,010
|
)
|
Stock-based
compensation (note 6b)
|
|
|
--
|
|
|
1,956,865
|
|
|
--
|
|
|
1,956,865
|
|
Net
loss and comprehensive loss for the year
|
|
|
--
|
|
|
--
|
|
|
(1,150,690
|
)
|
|
(1,150,690
|
)
|
Balance
at December 31, 2006
|
|
|
51,617
|
|
|
47,077,827
|
|
|
(2,990,674
|
)
|
|
44,138,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
note 5 for further information
The
accompanying notes are an integral part of these Consolidated Financial
Statements
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
|
|
|
|
Year
ended
Dec
31, 2006
US
$
|
|
Year
ended
Dec
31, 2005
US
$
|
|
Year
ended
Dec
31, 2004
US
$
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
US
$
|
|
|
|
|
|
|
|
|
|
(note
12a)
|
|
Cash
flows provided by (used in)
operating
activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(1,150,690
|
)
|
|
(480,980
|
)
|
|
(867,496
|
)
|
|
(2,990,674
|
)
|
Adjustments
to reconcile net loss to
net
cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
49,323
|
|
|
49,531
|
|
|
61,308
|
|
|
211,310
|
|
Gain
on sale of equipment
|
|
|
--
|
|
|
(42,228
|
)
|
|
--
|
|
|
(42,228
|
)
|
Stock-based
compensation (note 6b)
|
|
|
1,190,176
|
|
|
--
|
|
|
--
|
|
|
1,190,176
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(63,786
|
)
|
|
42,202
|
|
|
(99,750
|
)
|
|
(127,821
|
)
|
Prepaids
and deposits
|
|
|
(25,514
|
)
|
|
(5,718
|
)
|
|
--
|
|
|
(31,232
|
)
|
Accounts
payable
|
|
|
(23,720
|
)
|
|
24,307
|
|
|
(147,060
|
)
|
|
34,651
|
|
Accrued
liabilities
|
|
|
(10,013
|
)
|
|
22,500
|
|
|
4,600
|
|
|
33,487
|
|
Due
to related companies
|
|
|
(210,847
|
)
|
|
224,828
|
|
|
(27,239
|
)
|
|
(8,151
|
)
|
|
|
|
(245,071
|
)
|
|
(165,558
|
)
|
|
(1,075,637
|
)
|
|
(1,730,482
|
)
|
Cash
flows provided by (used in)
investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas interests
|
|
|
(6,739,386
|
)
|
|
(1,578,124
|
)
|
|
(460,016
|
)
|
|
(8,956,049
|
)
|
Property
and equipment
|
|
|
(142,924
|
)
|
|
(36,876
|
)
|
|
(87,341
|
)
|
|
(435,309
|
)
|
Proceeds
on sale of equipment
|
|
|
--
|
|
|
82,800
|
|
|
--
|
|
|
82,800
|
|
Cash
acquired on acquisition (note 7)
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
3,034,666
|
|
Restricted
cash (note 11a)
|
|
|
(3,198,284
|
)
|
|
(185,689
|
)
|
|
(206,796
|
)
|
|
(3,590,769
|
)
|
Changes
in investing assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
call receivable
|
|
|
49,947
|
|
|
(22,436
|
)
|
|
(27,511
|
)
|
|
--
|
|
Accounts
payable
|
|
|
1,763,478
|
|
|
94,415
|
|
|
--
|
|
|
1,804,444
|
|
Accrued
liabilities
|
|
|
--
|
|
|
(33,442
|
)
|
|
33,442
|
|
|
--
|
|
|
|
|
(8,267,169
|
)
|
|
(1,679,352
|
)
|
|
(748,222
|
)
|
|
(8,060,217
|
)
|
Cash
flows provided by (used in)
financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common shares
|
|
|
4,922,640
|
|
|
34,993,586
|
|
|
213,550
|
|
|
46,231,490
|
|
Share
issuance costs
|
|
|
(74,010
|
)
|
|
(1,541,686
|
)
|
|
--
|
|
|
(2,165,871
|
)
|
Changes
in financing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
payable (note 8a)
|
|
|
--
|
|
|
--
|
|
|
(1,000,000
|
)
|
|
(2,000,000
|
)
|
Accounts
payable
|
|
|
(10,800
|
)
|
|
10,800
|
|
|
--
|
|
|
61,078
|
|
Due
to shareholder
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Due
to related companies
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
26,980
|
|
|
|
|
4,837,830
|
|
|
33,462,700
|
|
|
(786,450
|
)
|
|
42,153,677
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(3,674,410
|
)
|
|
31,617,790
|
|
|
(2,610,309
|
)
|
|
32,362,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
36,037,388
|
|
|
4,419,598
|
|
|
7,029,907
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
|
32,362,978
|
|
|
36,037,388
|
|
|
4,419,598
|
|
|
32,362,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
bank accounts
|
|
|
316,329
|
|
|
127,803
|
|
|
90,670
|
|
|
316,329
|
|
Term
deposits
|
|
|
32,046,649
|
|
|
35,909,585
|
|
|
4,328,928
|
|
|
32,046,649
|
|
|
|
|
32,362,978
|
|
|
36,037,388
|
|
|
4,419,598
|
|
|
32,362,978
|
|
Cash
taxes paid during the period
|
|
|
17,775
|
|
|
15,500
|
|
|
2,750
|
|
|
39,463
|
|
The
accompanying notes are an integral part of these Consolidated Financial
Statements
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
The
Company is engaged primarily in the pursuit of petroleum and natural gas
through
exploration and development in India. Since inception, the efforts of GeoGlobal
have been devoted to the pursuit of Production Sharing Contracts (“PSC”) with
the Gujarat State Petroleum Corporation ("GSPC"), Oil India Limited ("OIL")
and
the Government of India ("GOI") and the development thereof. To date, the
Company has not earned revenue from these operations and is considered to
be in
the development stage. The recoverability of the costs incurred to date is
uncertain and dependent upon achieving commercial production or sale, the
ability of the Company to obtain sufficient financing to fulfill its obligations
under the PSC’s in India and upon future profitable operations and upon
finalizing agreements with GSPC and OIL.
On
August
29, 2003, all of the issued and outstanding shares of GeoGlobal Resources
(India) Inc. ("GeoGlobal India") were acquired by GeoGlobal Resources Inc.,
formerly Suite101.com, Inc. As a result of the transaction, the former
shareholder of GeoGlobal India held approximately 69.3% of the issued and
outstanding shares of GeoGlobal Resources Inc. This transaction is considered
an
acquisition of GeoGlobal Resources Inc. (the accounting subsidiary and legal
parent) by GeoGlobal India (the accounting parent and legal subsidiary) and
has
been accounted for as a purchase of the net assets of GeoGlobal Resources
Inc.
by GeoGlobal India. Accordingly, this transaction represents a recapitalization
of GeoGlobal India, the legal subsidiary, effective August 29, 2003. These
consolidated financial statements are issued under the name of GeoGlobal
Resources Inc. but are a continuation of the financial statements of the
accounting acquirer, GeoGlobal India. The assets and liabilities of GeoGlobal
India are included in the consolidated financial statements at their historical
carrying amounts. As a result, the stockholders' equity of GeoGlobal Resources
Inc. is eliminated and these consolidated financial statements reflect the
results of operations of GeoGlobal Resources Inc. only from the date of the
acquisition.
GeoGlobal
Resources Inc. changed its name from Suite101.com, Inc. after receiving
shareholder approval at the Annual Shareholders Meeting held on January 8,
2004.
Collectively, GeoGlobal Resources Inc., GeoGlobal India and its other
wholly-owned direct and indirect subsidiaries, are referred to as the "Company"
or “GeoGlobal”.
2. Significant
Accounting Policies
a) Basis
of presentation
These
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States within the
framework of the accounting policies summarized below.
These
consolidated financial statements include the accounts of (i) GeoGlobal
Resources Inc., from the date of acquisition, being August 29, 2003, (ii)
GeoGlobal Resources (India) Inc., incorporated under the Business
Corporations Act (Alberta),
Canada on August 21, 2002 and continued under the Companies
Act of Barbados,
West
Indies on June 27, 2003, which is a wholly-owned subsidiary of GeoGlobal
Resources Inc., (iii) GeoGlobal Resources (Canada) Inc., incorporated under
the
Business
Corporations Act (Alberta),
Canada on September 4, 2003, which is a wholly-owned subsidiary of GeoGlobal
Resources Inc., and (iv) GeoGlobal Resources (Barbados) Inc. incorporated
under
the Companies
Act of Barbados,
West
Indies on September 24, 2003, which is the wholly-owned subsidiary of GeoGlobal
Resources (Canada) Inc.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
2. Significant
Accounting Policies (continued)
b) Oil
and gas interests
The
Company follows the full cost method of accounting for its petroleum and
natural
gas operations. Under this method all costs related to the exploration for
and
development of petroleum and natural gas reserves are capitalized. Costs
include
land acquisition costs, geological and geophysical expenditures, costs of
drilling both productive and non-productive wells and related overhead costs.
Proceeds from the sale of properties will be applied against capitalized
costs,
without any gain or loss being realized, unless such sale would significantly
alter the relationship between capital costs and proven reserves of petroleum
and natural gas attributable to the cost center.
ii) Depletion
Upon
the
commencement of production of economic quantities of oil and gas, depletion
of
exploration and development costs and depreciation of production equipment
will
be provided on a country-by-country basis using the unit-of-production method
based upon estimated proven petroleum and natural gas reserves. The costs
of
acquiring and evaluating unproven properties and major development projects
will
be excluded from costs subject to depletion until it is determined whether
or
not proven reserves are attributable to the properties, the major development
projects are completed, or impairment occurs. For depletion and depreciation
purposes, relative volumes of petroleum and natural gas production and reserves
will be converted into equivalent units based upon estimated relative energy
content.
iii) Ceiling
test
In
applying the full cost method, the Company will be calculating a ceiling
test
whereby the carrying value of petroleum and natural gas properties and
production equipment, net of recorded deferred income taxes is limited to
the
present value of after-tax future net revenues from proven reserves, discounted
at 10% (based on prices and costs at the balance sheet date calculated
quarterly), plus the lower of cost and fair value of unproven properties.
Should
this comparison indicate an excess carrying value, the excess will be charged
against earnings as additional depletion and depreciation. Unproven properties
are assessed quarterly for possible impairments or reductions in
value.
iv) |
Asset
retirement obligations
|
The
Company recognizes the fair value of a liability for an asset retirement
obligation in the period in which it is incurred and a corresponding increase
in
the carrying value of the related long-lived asset. The fair value is determined
through a review of engineering and environmental studies, industry guidelines,
and management’s estimate on a site by site basis. The liability is subsequently
adjusted for the passage of time, and is recognized as accretion expense
in the
consolidated statement of operations. The liability is also adjusted due
to
revisions in either the timing or the amount of the original estimated cash
flows associated with the liability. The increase in the carrying value of
the
asset is amortized over the useful life of the related productive assets.
v) Revenue
recognition
Revenue
associated with the production and sales of crude oil, natural gas and natural
gas liquids owned by the Company will be recognized when production is sold
to a
purchaser at a fixed or determinable price, and when delivery has occurred
and
title passes from the Company to its customer, and if the collectibility
of the
revenue is probable.
c) Property
and Equipment
Computer
and office equipment are recorded at cost, with depreciation provided for
on a
declining-balance basis at 30% per annum.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
2. Significant
Accounting Policies (continued)
d)Joint
operations
All
of
the Company's petroleum and natural gas activities are conducted jointly
with
others. The Company’s undivided interests in joint ventures are consolidated on
a proportionate basis.
e) Net
loss per share
Net
loss
per share is calculated based upon the weighted-average number of shares
outstanding during the period. The treasury stock method is used to determine
the dilutive effect of the stock options. The treasury stock method assumes
any
proceeds obtained upon exercise of options would be used to purchase common
shares at the average market price during the period. There are no differences
between net loss and the weighted-average number of shares used in the
calculation of the basic net loss per share and those used in the calculation
of
diluted net loss per share as the effect of the options and warrants on the
diluted net loss per share calculations is anti-dilutive for all periods
presented.
f) Comprehensive
loss
Comprehensive
loss includes all changes in equity except those resulting from investments
made
by owners and distributions to owners. Comprehensive loss consists only of
net
loss for all periods presented.
g) Use
of estimates
The
preparation of the consolidated financial statements in accordance with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities at the date of the consolidated financial statements
and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimated amounts.
h) Financial
instruments
The
Company has estimated the fair value of its financial instruments which include
cash and cash equivalents, restricted cash, accounts receivable, accounts
payable and due to related companies. The Company used valuation methodologies
and market information available as at period end to determine that the carrying
amounts of such financial instruments approximate fair value in all cases.
It is
management’s opinion that the Company
is not exposed to significant interest, currency or credit risks arising
from
its financial instruments.
i) Cash
and cash equivalents
Cash
and
cash equivalents include cash on hand, balances with banks and short-term
deposits with original maturities of three months or less, earning interest
based upon the US prime rate. Interest earned during the year ended December
31,
2006 was US$1,751,550 (December 31, 2005 - US$462,174) which included
US$1,744,697 (December 31, 2005 - US$454,887) of interest earned on our cash
and
cash equivalents held in term deposits representing an average rate of 4.81%
(December 31, 2005 - 2.57%).
j) Foreign
currency translation
The
Company translates integrated foreign operations into the functional currency
of
the parent. Monetary assets and liabilities denominated in foreign currencies
are translated into U.S. dollars at rates of exchange in effect at the date
of
the balance sheet. Non-monetary items are translated at the rate of exchange
in
effect when the assets are acquired or obligations incurred. Revenues and
expenses are translated at average rates in effect during the period, with
the
exception of depreciation which is translated at historic rates. Exchange
gains
and losses are charged to operations.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
2. Significant
Accounting Policies (continued)
k) Income
taxes
The
Company follows the liability method of tax allocation. Under this method,
assets and liabilities are determined based on differences between the tax
basis
of an asset or liability and its carrying value using enacted tax rates
anticipated to apply in the periods when the temporary differences are expected
to reverse.
The
effect on deferred income tax assets and liabilities of changes in tax rates
is
recognized in income or loss in the period in which the change is
enacted.
l)
|
Stock-based
compensation plan
|
In
prior
years, reporting of the impact of stock-based compensation, such as employee
stock options, on the Company's net loss and net loss per share was required
only on a pro-forma basis.
In
December, 2004, the Financial Accounting Standards Board issued a revision
to
Standard 123, Accounting
for Stock-Based Compensation. The
Statement of Financial Accounting Standards 123(R), Share-Based
Payment ("FAS
123(R)"), requires the recognition of compensation cost for stock-based
compensation arrangements with employees, consultants and directors based
on
their grant date fair value using the Modified Black-Scholes option-pricing
model. Compensation expense is recorded over the awards' respective requisite
service, with corresponding entries to paid-in capital.
The
Company adopted FAS 123(R) using the modified-prospective-transition method
on
January 1, 2006. The impact of this adoption required the Company to recognize
a
charge for past stock-based compensation options granted of US$367,596 over
the
subsequent 3 years in accordance with their respective vesting
periods.
m) Warrants
In
accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock", the warrants
were reported as equity instruments and recorded at fair market value on
the
date of issuance.
3. Property
and Equipment
|
December
31, 2006
US$
|
December
31, 2005
US$
|
|
|
|
Computer
and office equipment
|
324,419
|
209,585
|
Accumulated
depreciation
|
(169,082)
|
(119,759)
|
|
155,337
|
89,826
|
|
|
|
Office
condominium deposit (note 13b)
|
28,090
|
--
|
|
183,427
|
89,826
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
4. Oil
and Gas Interests
|
December
31, 2006
US$
|
December
31, 2005
US$
|
Exploration
- India
|
|
|
Exploration
costs incurred in:
|
|
|
2002
|
21,925
|
21,925
|
2003
|
156,598
|
156,598
|
2004
|
460,016
|
460,016
|
2005
|
1,578,124
|
1,578,124
|
|
2,216,663
|
2,216,663
|
2006
|
7,506,075
|
--
|
|
9,722,738
|
2,216,663
|
a) Exploration
costs - India
The
exploration costs incurred to date are not subject to depletion and cover
six
exploration blocks, known as the KG Offshore Block, the Mehsana Block, the
Sanand/Miroli Block, the Ankleshwar Block, the DS 03 Block and the Tarapur
Block. It is anticipated that all or certain of these exploration costs may
be
subject to depletion commencing in the year 2007.
b) Capitalized
overhead costs
Included
in the US$7,506,075 of exploration cost additions during the year ended December
31, 2006 (year ended December 31, 2005 - US$1,578,124) are certain overhead
costs capitalized by the Company in the amount of US$2,133,984 (year ended
December 31, 2005 - US$469,268) directly related to the exploration activities
in India. The capitalized overhead amount includes capitalized stock-based
compensation of US$766,689 (year ended December 31, 2005 - US$nil) (see note
6b)
of which US$323,283 (year ended December 31, 2005 - US$nil) was for the account
of a related party (see note 8c). Further, the capitalized overhead amount
includes US$1,000,705 (year ended December 31, 2005 - US$145,773) which was
paid
to third parties and US$nil (year ended December 31, 2005 - US$51,800) was
recovered from third parties. The balance of US$366,590 was paid to and on
behalf of a related party (year ended December 31, 2005 - US$375,295) (see
note
8c). These costs are incurred solely by and on behalf of the Company in
providing its services under the Carried Interest Agreement (“CIA”) and are
therefore not reimbursable under the CIA (see note 4c).
c) Carried
Interest Agreement
On
August
27, 2002, GeoGlobal entered into a CIA with GSPC, which grants the Company
a 10%
Carried Interest (“CI”) (net 5% - see note 4d) in the KG Offshore Block. The CIA
provides that GSPC is responsible for GeoGlobal's entire share of any and
all
costs incurred during the Exploration Phase prior to the date of initial
commercial production.
Under
the
terms of the CIA, all of GeoGlobal's and Roy Group (Mauritius) Inc.'s (“RGM”), a
related party (note 8b) proportionate share of capital costs for exploration
and
development activities will be recovered by GSPC without interest over the
projected production life or ten years, whichever is less, from oil and natural
gas produced on the Exploration Block. GeoGlobal is not entitled to any share
of
production until GSPC has recovered the Company's share of the costs and
expenses that were paid by GSPC on behalf of the Company and RGM.
As
at
December 31, 2006, GSPC has incurred costs of Rs 114.96 crore (approximately
US$26.1 million) (December 31, 2005 - Rs 63.31 crore (approximately US$14.1
million)) attributable to GeoGlobal under the CIA of which 50% is for the
account of RGM.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
4. Oil
and Gas Interests (continued)
d) Participating
Interest Agreement
On
March
27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with
RGM, whereby GeoGlobal assigned and holds in trust for RGM subject to GOI
consent, 50% of the benefits and obligations of the PSC covering the Exploration
Block KG-OSN-2001/3 ("PSC-KG") and the CIA leaving GeoGlobal with a net 5%
participating interest in the PSC-KG and a net 5% carried interest in the
CIA.
Under the terms of the PIA, until the GOI consent is obtained, GeoGlobal
retains
the exclusive right to deal with the other parties to the PSC-KG and the
CIA and
is entitled to make all decisions regarding the interest assigned to RGM,
RGM
has agreed to be bound by and be responsible for the actions taken by,
obligations undertaken and costs incurred by GeoGlobal in regard to RGM's
interest and to be liable to GeoGlobal for its share of all costs, interests,
liabilities and obligations arising out of or relating to the RGM interest.
RGM
has agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
damages or liabilities incurred by reason of RGM's failure to pay the same.
Subject to obtaining the government consent to the assignment, RGM is entitled
to all income, receipts, credits, reimbursements, monies receivable, rebates
and
other benefits in respect of its 5% interest which relate to the PSC-KG.
GeoGlobal
has a right of set-off against sums owing to GeoGlobal by RGM. In the event
that
the Indian government consent is delayed or denied, resulting in either RGM
or
GeoGlobal being denied an economic benefit it would have realized under the
PIA,
the parties agreed to amend the PIA or take other reasonable steps to assure
that an equitable result is achieved consistent with the parties' intentions
contained in the PIA. As a consequence of this transaction the Company reports
its holdings under the PSC-KG and CIA as a net 5% participating interest
("PI").
e) Deed
of Assignment and Assumption
On
April
7, 2005, the Company entered into a Deed of Assignment and Assumption with
GSPC
whereby, subject to the terms of the agreement, the Company agreed to acquire
and assume and GSPC agreed to assign a 20% PI in the onshore Tarapur exploration
block (CB-ON/2). The assignment of the 20% PI was subject to obtaining the
consent of the GOI to the assignment, which consent was received effective
August 24, 2006. As a condition to receiving the GOI consent, the Company
provided to the GOI an irrevocable letter of credit in the amount of
US$1,200,000 secured by a term deposit of the Company in the same amount
(see
note 11a). This amount represents the Company’s performance guarantee for its
20% PI share (Rs. 5.3 crore) of the estimated exploration costs budgeted
for the
period April 1, 2006 through March 31, 2007.
Under
the
terms of the Company's agreement with GSPC, the Company is to fund its 20%
PI
share of all past exploration costs incurred on the Tarapur exploration block.
As at December 31, 2006, the amount of US$3,972,765 has been included in
oil and
gas interests for our PI share of costs incurred in the previous drilling
of
eight exploration wells and a recently completed 500 sq. km. 3D seismic
acquisition.
f) Production
Sharing Contracts
i) Exploration
Block KG-OSN-2001/3 (also referred to as “KG Offshore
Block”)
On
February 4, 2003, GeoGlobal, as to a 10% PI (net 5% - see note 4d) together
with
its joint venture participants, Jubilant Enpro Limited ("Enpro") and GSPC,
as to
their 10% and 80% PI respectively, entered into a PSC with respect to the
KG
Offshore Block ("PSC-KG") with the GOI. The KG Offshore Block is located
offshore on the east coast of India in the Krishna Godavari Basin. See also
Carried Interest Agreement note 4c.
The
PSC-KG allows the joint venture participants to explore for petroleum and
natural gas over a 6.5 year period commencing March 12, 2003 on the KG Offshore
Block subject to the work commitment as outlined in note 11c.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
4. Oil
and Gas Interests (continued)
ii) Exploration
Block CB-ONN-2002/2 (also
referred to as “Mehsana Block”)
On
February 6, 2004, GeoGlobal as to its 10% PI, along with its joint venture
participants, Enpro and GSPC as to their 30% and 60% PI respectively, entered
into a PSC with respect to the Mehsana Block ("PSC-Mehsana") with the GOI.
The
Mehsana Block covers an area of approximately 125 square kilometers ("sq.
kms.")
in the Cambay Basin, located in the province of Gujarat in Northwest
India.
The
PSC-Mehsana allows the joint venture participants to explore for petroleum
and
natural gas over a 6 year period commencing May 31, 2004 on the Exploration
Block subject to the work commitment as outlined in note 11b.
iii) Exploration
Block CB-ONN-2002/3 (also
referred to as “Sanand/Miroli Block”)
On
February 6, 2004, GeoGlobal as to its 10% PI, along with its joint venture
participants, Enpro, GSPC, and Prize Petroleum Company Limited as to their
20%,
55% and 15% PI respectively, entered into a PSC with respect to the
Sanand/Miroli Block ("PSC-Sanand/Miroli") with the GOI. The Sanand/Miroli
Block
covers an area of approximately 285 sq. kms. in the Cambay Basin, located
in the
province of Gujarat in Northwest India.
The
PSC-Sanand/Miroli allows the joint venture participants to explore for petroleum
and natural gas over a 6 year period commencing July 29, 2004 on the Exploration
Block subject to the work commitment as outlined in note 11b.
iv) Exploration
Block CB-ONN-2003/2 (also
referred to as “Ankleshwar Block”)
On
September 28, 2005, GeoGlobal as to its 10% PI, along with its joint venture
participants, Gail (India) Ltd., Jubilant Capital Pvt. Ltd. and GSPC as to
their
20%, 20% and 50% PI respectively, entered into a PSC with respect to the
Ankleshwar Block ("PSC-Ankleshwar") with the GOI. The Ankleshwar Block covers
an
area of approximately 448 sq. kms. in the Cambay Basin, located in the province
of Gujarat in Northwest India.
The
PSC-Ankleshwar allows the joint venture participants to explore for petroleum
and natural gas over
a 7
year period commencing April 1, 2006 on the Exploration Block subject to
the
work commitment as outlined in note 11b.
v)
Exploration
Block DS-ONN-2003/1 (also
referred to as “DS 03 Block”)
On
September 28, 2005, GeoGlobal as to its 100% PI entered into a PSC with respect
to the DS 03 Block ("PSC-DS") with the GOI. The DS 03 Block covers an area
of
approximately 3,155 sq. kms. in the Deccan Syneclise Basin, located in the
northern portion of the State of Maharashtra in West Central India.
The
PSC-DS allows GeoGlobal to explore for petroleum and natural gas over a 7
year
period commencing September 4, 2006 on the Exploration Block subject to the
work
commitment as outlined in note 11b.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
5. Capital
Stock
a) Common
shares
|
Number
of
shares
|
Capital
stock
US
$
|
Additional
paid-in
capital
US
$
|
|
|
|
|
Balance
at December 31, 2002
|
1,000
|
64
|
--
|
|
|
|
|
2003
Transactions
|
|
|
|
Capital
stock of GeoGlobal at August 29, 2003
|
14,656,687
|
14,657
|
10,914,545
|
Common
shares issued by GeoGlobal to acquire
GeoGlobal
India
|
34,000,000
|
34,000
|
1,072,960
|
Share
issuance costs on acquisition
|
--
|
--
|
(66,850)
|
Elimination
of GeoGlobal capital stock in recognition of
reverse
takeover (note 7)
|
(1,000)
|
(14,657)
|
(10,914,545)
|
Options
exercised for cash
|
396,668
|
397
|
101,253
|
December
2003 private placement financing (note 5c)
|
6,000,000
|
6,000
|
5,994,000
|
Share
issuance costs on private placement
|
--
|
--
|
(483,325)
|
|
55,052,355
|
40,397
|
6,618,038
|
|
|
|
|
Balance
as at December 31, 2003
|
55,053,355
|
40,461
|
6,618,038
|
|
|
|
|
2004
Transactions
|
|
|
|
Options
exercised for cash
|
115,000
|
115
|
154,785
|
Broker
Warrants exercised for cash (note 5c)
|
39,100
|
39
|
58,611
|
|
154,100
|
154
|
213,396
|
|
|
|
|
Balance
as at December 31, 2004
|
55,207,455
|
40,615
|
6,831,434
|
|
|
|
|
2005
Transactions
|
|
|
|
Options
exercised for cash (note 5e(i)
|
739,000
|
739
|
1,004,647
|
2003
Purchase Warrants exercised for cash (note 5d(i))
|
2,214,500
|
2,214
|
5,534,036
|
Broker
Warrants exercised for cash (note 5c)
|
540,900
|
541
|
810,809
|
September
2005 private placement financing (note 5b)
|
4,252,400
|
4,252
|
27,636,348
|
Share
issuance costs on private placement (note 5b)
|
--
|
--
|
(1,541,686)
|
|
7,746,800
|
7,746
|
33,444,154
|
|
|
|
|
Balance
as at December 31, 2005
|
62,954,255
|
48,361
|
40,275,588
|
|
|
|
|
2006
Transactions
|
|
|
|
Options
exercised for cash (note 5e(i))
|
2,284,000
|
2,285
|
2,706,895
|
Options
exercised for notes receivable (note 6e)
|
184,500
|
185
|
249,525
|
2003
Purchase Warrants exercised for cash (note 5d(i))
|
785,500
|
786
|
1,962,964
|
Share
issuance costs
|
--
|
--
|
(74,010)
|
Stock-based
compensation (note 6b)
|
--
|
--
|
1,956,865
|
|
3,254,000
|
3,256
|
6,802,239
|
|
|
|
|
Balance
as at December 31, 2006
|
66,208,255
|
51,617
|
47,077,827
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
5. Capital
Stock (continued)
b) September
2005 Financing
During
September 2005, GeoGlobal completed the sale of 3,252,400 Units of its
securities at US$6.50 per Unit, together with a concurrent sale of an additional
1,000,000 Units on the same terms, for aggregate gross cash total proceeds
of
US$27,640,600.
Each
Unit
is comprised of one common share and one half of one warrant. One full warrant
("2005 Purchase Warrant") entitles the holder to purchase one additional
common
share for US$9.00, for a term of two years expiring September 2007. The 2005
Purchase Warrants are subject to accelerated expiration in the event that
the
price of the Company's common shares on the American Stock Exchange is US$12.00
or more for 20 consecutive trading days, the resale of the shares included
in
the Units and issuable on exercise of the 2005 Purchase Warrants has been
registered under the US Securities Act of 1933, as amended (the “Act”), and the
hold period for Canadian subscribers has expired. In such events, the warrant
term will be reduced to 30 days from the date of issuance of a news release
announcing such accelerated expiration of the warrant term. At March 23,
2007
since not all such events have occurred, the accelerated expiration of the
warrant term was not triggered.
Costs
of
US$1,541,686 were incurred in issuing shares in these transactions which
included a
fee of
US$1,268,436 paid to Jones Gable & Company Limited with respect to the sale
of the 3,252,400 Units, and, in addition, Compensation Options were issued
to
Jones Gable & Company Limited entitling it to purchase an additional 195,144
Units at an exercise price of US$6.50 per Unit through their expiration in
September
2007. Compensation Options are also subject to accelerated expiration on
the
same terms and conditions as the warrants issued in the transaction.
c) December
2003 Financing
On
December 23, 2003, GeoGlobal completed a brokered private placement of 5,800,000
units at US$1.00 each, together with a concurrent private placement of an
additional 200,000 units on the same terms, for aggregate gross cash total
proceeds of US$6,000,000.
Each
unit
is comprised of one common share and one half of one warrant. One full warrant
("2003 Purchase Warrant"), entitles the holder to purchase one additional
common
share for US$2.50, for a term of two years from date of closing. The 2003
Purchase Warrants are subject to accelerated expiration 30 days after issuance
of a news release to that effect in the event that the common shares trade
at
US$4.00 or more for 20 consecutive trading days and if the resale of the
shares
has been registered under the 1933 Act and the hold period for Canadian
subscribers has expired. Also issued as additional consideration for this
transaction were 580,000 Broker Warrants.
The
580,000 Broker Warrants described above entitled the holder to purchase 580,000
common shares at an exercise price of US$1.50 per share which were fully
exercised before they expired on December 23, 2005 for gross proceeds of
US$870,000.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
5. Capital
Stock (continued)
d) Warrants
i) 2003
Purchase Warrants
During
the year ended December 31, 2006, 785,500 (December 31, 2005 - 2,214,500)
2003
Purchase Warrants were exercised for gross proceeds of US$1,963,750 (December
31, 2005 - US$5,536,250). As at December 31, 2006, there were no 2003 Purchase
Warrants remaining to be exercised.
ii) 2005
Purchase Warrants
As
at
December 31, 2006, all of the 2005 Purchase Warrants remained outstanding,
which
if exercised, would result in the issuance of 2,126,200 common shares for
gross
proceeds of US$19,135,800.
iii) Compensation
Option Warrants
As
at
December 31, 2006, none of the 97,572 Compensation Option Warrants have been
issued as a result of the Compensation Options not being exercised. If the
Compensation Options are exercised and the Compensation Option Warrants issued,
if exercised, would result in gross proceeds of US$878,148.
e) Options
i) Stock
Options
During
the year ended December 31, 2006, 2,468,500 (December 31, 2005 - 739,000)
options were exercised at various prices between US$1.01 and US$1.50 for
gross
proceeds of US$2,709,180 (December 31, 2005 - US$1,005,386) and notes receivable
for US$249,710 (see note 6e).
ii) Compensation
Options
As
at
December 31, 2006, none of the 195,144 Compensation Options were exercised.
If
fully exercised, the Compensation Options would result in gross proceeds
of
US$1,268,436.
f) Weighted-average
number of shares
For
purposes of the determination of net loss per share, the basic and diluted
weighted-average number of shares outstanding for the year ended December
31,
2006 was 59,763,629 (December 31, 2005 - 53,058,660 and December 31, 2004
-
41,671,136). The numbers exclude the 5,000,000 shares currently held in escrow
(see note 7).
6. Stock
Options
a) The
Company’s 1998 Stock Incentive Plan
Under
the
terms of the 1998 Stock Incentive Plan (the "Plan"), as amended, 12,000,000
common shares have been reserved for issuance on exercise of options granted
under the Plan. As at December 31, 2006, the Company had 3,650,697 (December
31,
2005 - 1,875,697) common shares remaining for issuance under the Plan. The
Board
of Directors of the Company may amend or modify the Plan at any time, subject
to
any required stockholder approval. The Plan will terminate on the earliest
of:
(i) 10 years after the Plan Effective Date, being December 2008; (ii) the
date
on which all shares available for issuance under the Plan have been issued
as
fully-vested shares; or, (iii) the termination of all outstanding options
in
connection with certain changes in control or ownership of the
Company.
At
the
annual stockholder meeting held on June 14, 2006, shareholder approval was
obtained to amend the Plan to increase the shares reserved for grant of options
from 8,000,000 to 12,000,000.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
6. Stock
Options (continued)
b) Stock-based
compensation
The
Company adopted FAS 123(R), Accounting
for Stock-Based Compensation,
using
the modified-prospective-transition method on January 1, 2006. Under this
method, the Company is required to recognize compensation cost for stock-based
compensation arrangements with employees, consultants and directors based
on
their grant date fair value using the Black-Scholes option-pricing model,
such
cost to be expensed over the compensations’ respective vesting
periods.
|
|
Year
ended
Dec
31, 2006
US
$
|
|
Year
ended
Dec
31, 2005
US
$
|
|
Year
ended
Dec
31, 2004
US
$
|
|
Period
from
Inception
Aug
21, 2002 to Dec 31, 2005
US
$
|
|
|
|
|
|
Restated
note
6b(iii)
|
|
Restated
note
6b(iii)
|
|
Restated
note
6b(iii)
|
|
Stock
based compensation
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Operations
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
563,551
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Consulting
fees
|
|
|
626,625
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
1,190,176
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
costs - India
|
|
|
766,689
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
1,956,865
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro-forma
basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
reported
|
|
|
--
|
|
|
(480,980
|
)
|
|
(867,496
|
)
|
|
(1,839,984
|
)
|
Pro-forma
|
|
|
--
|
|
|
(1,080,303
|
)
|
|
(1,094,259
|
)
|
|
(2,787,949
|
)
|
Net
loss per share - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
reported
|
|
|
|
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
|
|
Pro-forma
|
|
|
|
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
|
|
|
i)
|
At
January 1, 2006, the impact of the adoption of FAS123(R) required
the
Company to recognize a charge for past stock-based compensation
options
granted of US$367,596 over the next 3 years in accordance with
their
respective vesting periods. In the year ended December 31, 2006,
US$301,028 of this charge was recognized in the Consolidated Statements
of
Operations as general and administrative expense resulting in an
increase
in the net loss and comprehensive loss for the period in the same
amount
and no impact on the net loss per share - basic and diluted for
the
period.
|
ii) At
December 31, 2006, the total compensation cost related to non-vested awards
not
yet recognized was US$1,577,286 (December 31, 2005 - US$367,596) which will
be
recognized over the remaining vesting period of the options. The total fair
value of all options vested during the year December 31, 2006 was
$1,046,490.
iii) In
prior
years, the Company was required only to disclose the impact on net loss and
net
loss per share on a pro-forma basis. The prior periods have been restated
due to
an error in the classification and calculation for modification of stock-based
compensation. The impact of this restatement in the year ended December 31,
2005
was a reduction of the net loss pro-forma from US$2,452,180 to US$1,080,303
(year ended December 31, 2004 - US$1,182,030 to US$1,094,259) and a reduction
of
the net loss per share - basic and diluted pro-forma from US$0.05 to US$0.02
(year ended December 31, 2004 - no impact and remained at US$0.02). In addition,
in December 31, 2005, $183,581 of stock based compensation was reclassified
from
operating expenses to capital expenditures (December 31, 2004 - $87,771 -
From
inception of August 21, 2002 to December 31, 2003 - $53,354).
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
6. Stock
Options (continued)
c) Black-Scholes
Assumptions
During
the years ended December 31, 2006, 2005 and 2004, options of 2,255,000,
1,760,000 and nil respectively were granted to the Company's directors,
employees and consultants under the terms of the 1998 Stock Incentive Plan.
The
fair value of each option granted was estimated on the date of grant using
the
Black-Scholes option-pricing model. Weighted average assumptions used in
the
valuation are disclosed in the following table:
|
Year
ended
Dec
31, 2006
US
$
|
Year
ended
Dec
31, 2005
US
$
|
Year
ended
Dec
31, 2004
US
$
|
|
|
|
|
Fair
value of stock options granted (per option)
|
$1.21
|
$0.33
|
$0.00
|
Risk-free
interest rate
|
4.15%
|
2.75%
|
0.00%
|
Volatility
|
70%
|
95%
|
0%
|
Expected
life
|
1.3
years
|
1.1
years
|
0.0
years
|
Dividend
yield
|
0%
|
0%
|
0%
|
i) |
The
risk-free rate is based on the U.S. Treasury yield curve in effect
at the
time of grant.
|
ii) |
Expected
volatilities are based on, historical volatility of the Company's
stock,
and other factors.
|
iii) |
The
expected life of options granted represents the period of time that
the
options are expected to be outstanding and is derived from historical
exercise behavior and current trends.
|
d) Stock
option table
These
options were granted for services provided to the Company:
|
|
Fair
Value
|
|
|
|
|
Cancelled
(c)
|
|
|
|
Option
|
at
Original
|
|
|
|
Granted
|
Expired
(x)
|
|
Balance
|
Grant
|
exercise
|
Grant
|
Expiry
|
Vesting
|
Balance
|
during
|
Exercised
(e)
|
Balance
|
exercisable
|
date
|
price
|
Date
|
date
|
date
|
Dec
31/05
|
the
year
|
during
the year
|
Dec
31/06
|
Dec
31/06
|
(mm/dd/yy)
|
US
$
|
US$
|
(mm/dd/yy)
|
(mm/dd/yy)
|
#
|
#
|
#
|
#
|
#
|
|
|
|
|
|
|
|
|
|
|
12/09/03
|
1.18
|
.241
|
08/31/06
|
Vested
|
1,751,500
|
--
|
1,721,500
(e)
|
--
|
--
|
|
|
|
|
|
|
|
30,000
(x)
|
--
|
--
|
12/30/03
|
1.50
|
.317
|
08/31/06
|
Vested
|
345,000
|
--
|
345,000
(e)
|
--
|
--
|
01/17/05
|
1.01
|
.380
|
(i)
06/30/07
|
Vested
|
579,500
|
--
|
377,000
(e)
|
202,500
|
202,500
|
01/17/05
|
1.01
|
.380
|
(i)
06/30/07
|
05/31/07
|
150,000
|
--
|
--
|
150,000
|
--
|
01/18/05
|
1.10
|
.622
|
08/31/08
|
Vested
|
600,000
|
--
|
--
|
600,000
|
600,000
|
01/25/05
|
1.17
|
.434
|
08/31/06
|
Vested
|
25,000
|
--
|
25,000
(e)
|
--
|
--
|
06/14/05
|
3.49
|
1.553
|
06/14/15
|
Vested
|
150,000
|
--
|
--
|
150,000
|
150,000
|
08/24/05
|
6.50
|
2.380
|
08/24/08
|
Vested
|
110,000
|
--
|
--
|
110,000
|
110,000
|
10/03/05
|
6.81
|
3.070
|
10/03/15
|
Vested
|
16,666
|
--
|
-
|
16,666
|
16,666
|
10/03/05
|
6.81
|
3.833
|
10/03/15
|
10/03/07
|
16,667
|
--
|
--
|
16,667
|
--
|
10/03/05
|
6.81
|
4.383
|
10/03/15
|
10/03/08
|
16,667
|
--
|
--
|
16,667
|
--
|
06/14/06
|
5.09
|
2.057
|
06/14/16
|
06/14/07
|
--
|
200,000
|
--
|
200,000
|
--
|
07/25/06
|
3.95
|
1.141
|
12/31/09
|
Vested
|
--
|
100,000
|
--
|
100,000
|
100,000
|
07/25/06
|
3.95
|
1.393
|
12/31/09
|
07/25/07
|
--
|
660,000
|
--
|
660,000
|
--
|
07/25/06
|
3.95
|
1.601
|
12/31/09
|
12/31/07
|
--
|
50,000
|
--
|
50,000
|
--
|
07/25/06
|
3.95
|
1.779
|
12/31/09
|
07/25/08
|
--
|
145,000
|
--
|
145,000
|
--
|
07/25/06
|
3.95
|
2.006
|
12/31/09
|
07/25/09
|
--
|
70,000
|
--
|
70,000
|
--
|
07/25/06
|
3.95
|
1.141
|
07/25/16
|
Vested
|
--
|
500,000
|
--
|
500,000
|
500,000
|
07/25/06
|
3.95
|
1.141
|
07/25/16
|
07/25/07
|
--
|
500,000
|
--
|
500,000
|
--
|
11/24/06
|
7.52
|
2.467
|
11/24/09
|
06/30/07
|
--
|
10,000
|
--
|
10,000
|
--
|
11/24/06
|
7.52
|
2.919
|
11/24/09
|
12/31/07
|
--
|
10,000
|
--
|
10,000
|
--
|
11/24/06
|
7.52
|
3.695
|
11/24/09
|
12/31/08
|
--
|
10,000
|
--
|
10,000
|
--
|
|
|
|
|
|
3,761,000
|
2,255,000
|
2,498,500
|
3,517,500
|
1,679,166
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
6. Stock
Options (continued)
i) On
August
30, 2006, the Board of Directors of the Company passed a resolution with
respect
to the remaining stock options issued
on
January 17, 2005 to (a) extend the expiry date of all then outstanding options
from August 31, 2006 to the
earlier of June 30, 2007 or 60 days following the date of a “Commercial
Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3 and (b)
to extend the vesting date of certain of these options to the earlier of
the
date of a “Commercial Discovery” as defined under the terms of the PSC on Block
KG-OSN-2001/3 or May 31, 2007, as long as drilling operations are continuing
on
the KG Offshore Block. This resolution resulted in an added incremental
stock-based compensation cost of $11,440 with respect to the seven
employees.
ii) During
the year ended December 31, 2006, the Company granted options to purchase
2,255,000 shares exercisable at various prices and expiry dates, which vest
in
their entirety on the vesting date.
|
iii)
|
As
at December 31, 2006, there were 3,517,500 options outstanding
at various
prices which, if exercised, would result in total proceeds of
US$11,837,375.
|
iv) Of
the
2,498,500 options exercised or expired during the year, 195,000, 415,000,
1,853,000 and 5,000 were exercised during the three months ending March 31,
June
30, September 30 and December 31, respectively for gross cash proceeds of
US$206,050, US$548,100, US$1,949,980 and US$5,050 respectively, and the
remaining 30,000 expired during the three months ended September 30,
2006.
v) At
the
annual stockholder meeting held on June 14, 2006, the stockholders of the
Company approved amendments to the Plan to increase the shares of Common
Stock
reserved for issuance under the Plan from 8,000,000 shares to
12,000,000.
Pursuant
to the terms of the Company's 1998 Stock Incentive Plan, during the third
quarter of 2006, certain employees and consultants to the Company exercised
184,500 options to purchase shares of common stock of the Company and delivered
to the Company their promissory notes in the aggregate principal amount of
US$249,710 in payment of the exercise price. The promissory notes were due
December 31, 2006 and bore interest at 8.25% per annum. All promissory notes
were repaid on or before December 31, 2006.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
7. Acquisition
On
August
29, 2003, pursuant to an agreement dated April 4, 2003 and amended August
29,
2003, the Company completed a transaction with Mr. Roy and GeoGlobal Resources
(India) Inc. ("GeoGlobal India"), a corporation then wholly-owned by Mr.
Roy,
whereby the Company acquired from Mr. Roy all of the outstanding capital
stock
of GeoGlobal India. In exchange for the outstanding capital stock of GeoGlobal
India, the Company issued 34.0 million shares of its Common Stock. Of the
34.0
million shares, 14.5 million shares were delivered to Mr. Roy at the closing
of
the transaction on August 29, 2003 and an aggregate of 19.5 million shares
were
held in escrow by an escrow agent. The terms of the escrow provide for the
release of the shares upon the occurrence of certain developments relating
to
the outcome of oil and natural gas exploration and development activities
conducted on the KG Offshore Block. On August 27, 2004, 14.5 million shares
were
released to Mr. Roy from escrow upon the commencement of a drilling program
on
the KG Offshore Block. The final 5.0 million shares remaining in escrow will
be
released only if a commercial discovery as defined under the PSC is declared
on
the KG Offshore Block. In addition to the shares of Common Stock, the Company
delivered to Mr. Roy a US$2.0 million promissory note, of which US$500,000
was
paid on the closing of the transaction on August 29, 2003, US$500,000 was
paid
on October 15, 2003, US$500,000 was paid on January 15, 2004 and US$500,000
was
paid on June 30, 2004. The note did not accrue interest. The note was secured
by
the outstanding stock of GeoGlobal India which has subsequently been released.
As a consequence of the transaction, Mr. Roy held as of the closing of the
transaction an aggregate of 34.0 million shares of our outstanding Common
Stock,
or approximately 69.3% of the shares outstanding, assuming all shares held
in
escrow are released to him. The terms of the transaction provide that Mr.
Roy
has the right to vote all 34.0 million shares following the closing, including
the shares during the period they are held in escrow. Shares not released
from
the escrow will be surrendered back to GeoGlobal.
As
discussed in note 1, the acquisition of GeoGlobal India by GeoGlobal was
accounted for as a reverse takeover transaction. As a result, the cost of
the
transaction was determined based upon the net assets of GeoGlobal deemed
to have
been acquired. These consolidated financial statements include the results
of
operations of GeoGlobal from the date of acquisition. The net identifiable
assets acquired of GeoGlobal were as follows:
|
US
$
|
Net
assets acquired
|
|
Cash
|
3,034,666
|
Other
current assets
|
75,000
|
Current
liabilities
|
(2,706)
|
|
|
Net
book value of identifiable assets acquired
|
3,106,960
|
|
|
Consideration
paid
|
|
Promissory
note issued
|
2,000,000
|
34,000,000
common shares issued par value $0.001
|
34,000
|
Additional
paid-in capital
|
1,072,960
|
|
|
|
3,106,960
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
8. Related
Party Transactions
Related
party transactions are measured at the exchange amount which is the amount
of
consideration established and agreed by the related parties.
a) Note
payable
On
August
29, 2003, as part of the Acquisition (note 7), a US$2,000,000 promissory
note
was issued to the sole shareholder of GeoGlobal India. On each of August
29,
2003, October 15, 2003, January 15, 2004 and June 30, 2004, US$500,000 of
the
note was repaid. The promissory note was non-interest bearing and the capital
stock of GeoGlobal India collateralized the repayment of the note. The
collateral has been released.
b) Roy
Group (Mauritius) Inc.
Roy
Group
(Mauritius) Inc. is related to the Company by common management and is
controlled by a director of the Company who is also a principal shareholder
of
the Company. On March 27, 2003, the Company entered into a Participating
Interest Agreement (note 4d) with the related party.
c) Roy
Group (Barbados) Inc. (“Roy Group”)
Roy
Group
is related to the Company by common management and is controlled by a director
of the Company who is also a principal shareholder of the Company. On August
29,
2003, the Company entered into a Technical Services Agreement ("TSA") with
Roy
Group to provide services to the Company as assigned by the Company and to
bring
new oil and gas opportunities to the Company. On January 31, 2006, the terms
of
the agreement were amended to extend the term of the agreement from August
31,
2006 to December 31, 2007. Roy Group receives consideration of US$350,000
per
year, as outlined and recorded below:
|
|
Year
ended
Dec
31, 2006
|
|
Year
ended
Dec
31, 2005
|
|
Year
ended
Dec
31, 2004
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
|
|
US
$
|
|
US
$
|
|
US
$
|
|
US$
|
|
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
70,000
|
|
|
62,000
|
|
|
50,000
|
|
|
198,667
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
& gas interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
costs - India (note 4b)
|
|
|
280,000
|
|
|
248,000
|
|
|
200,000
|
|
|
794,666
|
|
|
|
|
350,000
|
|
|
310,000
|
|
|
250,000
|
|
|
993,333
|
|
During
the year, the Company recognized compensation cost for stock-based compensation
arrangements with the principal of Roy Group as outlined and recorded
below:
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
80,821
|
|
|
--
|
|
|
--
|
|
|
80,821
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
& gas interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
costs - India (note 4b)
|
|
|
323,283
|
|
|
--
|
|
|
--
|
|
|
323,283
|
|
|
|
|
404,104
|
|
|
--
|
|
|
--
|
|
|
404,104
|
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
8. Related
Party Transactions
(continued)
Roy
Group
was also reimbursed on a cost recovery basis, for medical insurance and
expenses; travel, hotel, meals and entertainment expenses; computer costs;
and
amounts billed by third parties incurred during the periods as outlined and
recorded below:
|
|
Year
ended
Dec
31, 2006
|
|
Year
ended
Dec
31, 2005
|
|
Year
ended
Dec
31, 2004
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
47,820
|
|
|
45,430
|
|
|
19,640
|
|
|
153,539
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
227
|
|
|
1,020
|
|
|
20,350
|
|
|
21,597
|
|
Oil
& gas interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
costs - India (note 4b)
|
|
|
86,590
|
|
|
127,295
|
|
|
87,165
|
|
|
384,387
|
|
Property
and equipment
|
|
|
--
|
|
|
1,610
|
|
|
8,064
|
|
|
37,595
|
|
|
|
|
134,637
|
|
|
175,355
|
|
|
135,219
|
|
|
597,118
|
|
At
December 31, 2006, the Company owed Roy Group (Barbados) Inc.
US$29,976 (December
31, 2005 - US$169,181) for services provided and expenses incurred on behalf
of
the Company and pursuant to the TSA. These amounts bear no interest and have
no
set terms of repayment.
d) D.I.
Investments Ltd. (“D.I.”)
D.I.
is
related to the Company by common management and is controlled by a director
of
the Company. DI charged consulting fees for management, financial and accounting
services rendered, as outlined and recorded below:
|
|
Year
ended
Dec
31, 2006
|
|
Year
ended
Dec
31, 2005
|
|
Year
ended
Dec
31, 2004
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
|
|
US
$
|
|
US
$
|
|
US
$
|
|
US$
|
|
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
185,000
|
|
|
150,000
|
|
|
120,000
|
|
|
516,715
|
|
During
the year, the Company recognized compensation cost for stock-based compensation
arrangements with the principal of the related party as outlined and recorded
below:
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
404,104
|
|
|
--
|
|
|
--
|
|
|
404,104
|
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to the Consolidated Financial Statements
December
31, 2006
8. Related
Party Transactions
(continued)
DI
was
also reimbursed on a cost recovery basis, for office costs, including rent,
parking, office supplies and telephone as well as travel, hotel, meals and
entertainment expenses incurred during the periods as outlined and recorded
below:
|
|
Year
ended
Dec
31, 2006
|
|
Year
ended
Dec
31, 2005
|
|
Year
ended
Dec
31, 2004
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
|
|
|
|
|
|
|
Office
costs
|
|
|
19,935
|
|
|
54,062
|
|
|
65,073
|
|
|
179,070
|
|
Travel,
hotel, meals and
entertainment
|
|
|
1,176
|
|
|
5,121
|
|
|
3,344
|
|
|
48,686
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
13,224
|
|
|
14,165
|
|
|
--
|
|
|
27,389
|
|
Property
and equipment
|
|
|
4,107
|
|
|
--
|
|
|
--
|
|
|
4,107
|
|
|
|
|
38,442
|
|
|
73,348
|
|
|
68,417
|
|
|
259,252
|
|
At
December 31, 2006, the Company owed D.I. US$nil (December
31, 2005 - US$70,309) 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.
e) Amicus
Services Inc. (“Amicus”)
Amicus
is
related to the Company by virtue of being controlled by the brother of a
director of the Company. Amicus charged consulting fees for IT and computer
related services rendered, as outlined below:
|
|
Year
ended
Dec
31, 2006
|
|
Year
ended
Dec
31, 2005
|
|
Year
ended
Dec
31, 2004
|
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
56,257
|
|
|
35,713
|
|
|
33,921
|
|
|
140,360
|
|
Amicus
was also reimbursed on a cost recovery basis, for office costs, including
parking, office supplies and telephone as well as travel and hotel expenses
incurred during the periods as outlined and recorded below:
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
1,654
|
|
|
685
|
|
|
1,961
|
|
|
4,468
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
3,725
|
|
|
2,530
|
|
|
967
|
|
|
10,274
|
|
Property
and equipment
|
|
|
--
|
|
|
--
|
|
|
1,599
|
|
|
1,599
|
|
|
|
|
5,379
|
|
|
3,215
|
|
|
4,527
|
|
|
16,341
|
|
At
December 31, 2006, the Company owed Amicus Services Inc. US$3,629 (December
31,
2005 - US$4,962) 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.
GeoGlobal Resources Inc.
(a development stage
enterprise)
Notes to the Consolidated Financial
Statements
December 31,
2006
9. Income
Taxes
a) Income
tax expense
The
provision for income taxes in the consolidated financial statements differs
from
the result which would have been obtained by applying the combined Federal,
State and Provincial tax rates to the loss before income taxes. This difference
results from the following items:
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
|
US
$
|
US
$
|
US
$
|
US$
|
|
|
|
|
|
Net
loss before income taxes
|
(1,150,690)
|
(480,980)
|
(867,496)
|
(2,990,674)
|
Expected
US tax rate
|
35.00%
|
35.00%
|
35.00%
|
|
|
|
|
|
|
Expected
income tax recovery
|
(402,742)
|
(168,343)
|
(303,624)
|
(1,047,720)
|
Excess
of expected tax rate over tax
rate
of foreign affiliates
|
380,444
|
55,062
|
43,281
|
527,401
|
|
(22,298)
|
(113,281)
|
(260,343)
|
(520,319)
|
|
|
|
|
|
Valuation
allowance
|
20,856
|
110,566
|
255,794
|
510,629
|
Other
|
1,442
|
2,715
|
4,549
|
9,690
|
Income
tax recovery
|
--
|
--
|
--
|
--
|
b) Deferred
income taxes
The
Company has not recognized the deferred income tax asset because the benefit
is
not more likely than not to be realized. The components of the net deferred
income tax asset consist of the following temporary differences:
|
Dec
31, 2006
US
$
|
Dec
31, 2005
US
$
|
Difference
between tax base and reported amounts of depreciable
assets
|
25,873
|
25,871
|
Non-capital
loss carry forwards
|
2,525,363
|
2,645,060
|
|
2,551,236
|
2,670,931
|
Valuation
allowance
|
(2,551,236)
|
(2,670,931)
|
Deferred
income tax asset
|
--
|
--
|
c) Loss
carry forwards
At
December 31, 2006, the Company has US$7,820,966 of available loss carry forwards
to reduce taxable income for income tax purposes in the various jurisdictions
as
outlined below which have not been reflected in these consolidated financial
statements.
Tax
Jurisdiction
|
Amount
US
$
|
Expiry
Dates
Commence
|
United
States
|
7,168,590
|
2023
|
Canada
|
152
|
2010
|
Barbados
|
652,224
|
2012
|
|
7,820,966
|
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to
the Consolidated Financial Statements
December
31, 2006
10. Segmented
Information
The
Company’s petroleum and natural gas exploration activities are conducted in
India. Management of the Company considers the operations of the Company
as one
operating segment. The following information relates to the Company’s geographic
areas of operation.
|
Dec
31, 2006
US
$
|
Dec
31, 2005
US
$
|
Oil
& gas interests
|
|
|
India
|
9,722,738
|
2,216,663
|
11. Commitments,
Contingencies and Guarantees
i) The
PSC's
contain provisions whereby the joint venture participants must provide the
GOI a
bank guarantee in the amount of 35% of the participant's share of the minimum
work program for a particular phase, to be undertaken annually during the
budget
period April 1 to March 31. These bank guarantees have been provided to the
GOI
and serve as guarantees for the performance of such minimum work program
and are
in the form of irrevocable letters of credit which are secured by restricted
cash term deposits of the Company in the same amount.
The
restricted cash term deposits securing these bank guarantees are as
follows:
|
December
31, 2006
|
December
31, 2005
|
|
US
$
|
US
$
|
Exploration
Block
|
|
|
Mehsana
|
711,445
|
195,055
|
Sanand/Miroli
|
905,000
|
197,430
|
Ankleshwar
|
600,000
|
--
|
Tarapur
|
1,200,000
|
--
|
DS
|
110,000
|
--
|
|
3,526,445
|
392,485
|
ii) The
Company has provided to its bankers as security for credit cards issued to
employees for business purposes two restricted cash term deposits, one in
the
amount of US$30,000 and the other in the amount of US$34,324
(Cdn$40,000).
b) Production
Sharing Contracts
The
Company is required to expend funds on the exploration activities to fulfill
the
terms of the minimum work commitment based on our participating interest
for
Phase I pursuant to the PSC’s in respect of each of our exploration blocks as
follows:
|
i)
|
Mehsana
Block - Acquire, process and interpret 75 sq kms of 3D seismic
and drill 7
exploratory wells between 1,000 and 2,200
meters.
|
|
ii)
|
Sanand/Miroli
Block - Acquire, process and interpret 200 sq kms of 3D seismic
and drill
12 exploratory wells between 1,500 and 3,000
meters.
|
|
iii)
|
Ankleshwar
Block - Acquire, process and interpret 448 sq kms of 3D seismic
and drill
14 exploratory wells between 1,500 and 2,500
meters.
|
iv) DS
03
Block - Gravity and geochemical surveys and a 12,000 LKM aero magnetic
survey.
Under
the
terms of all the PSC's, the Company is required to keep in force a financial
and
performance guarantee.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to
the Consolidated Financial Statements
December
31, 2006
11. Commitments,
Contingencies and Guarantees (continued)
c) KG
Offshore Block
The
first
phase of the exploration period relating to the PSC for the KG Offshore Block
has expired, as extended on August 29, 2005 through March 11, 2006, without
the
required minimum of at least fourteen wells being drilled during the first
phase. On February 24, 2006, the management committee for the KG Offshore
Block
recommended a further extension of the first phase of twelve months to March
11,
2007. On February 9 2007 the parties to the PSC, through GSPC as operator,
gave
notice under Article 3 of the PSC to the Directorate General of Hydrocarbons,
a
body under the Ministry of Petroleum & Natural Gas (“DGH”) and to the GOI to
proceed to the next exploration phase (Phase II) upon completion of Phase
I
which was expiring on March 11, 2007. It was also requested to not relinquish
any of the contract area at the end of Phase I. On March 12, 2007 DGH issued
its
approval to enter into Phase II of the exploration program with an effective
date of March 12, 2007 subject to the following conditions: (1) Any decision
by
the GOI on the substitution of the Work Program of Phase I will be binding
on
the contractor; and (2) Any decision by the GOI on relinquishment of the
25% of
Original Contract Area (ie. 462 sq. kms.) as per Article 4.1 of the PSC would
be
binding on the contractor. The extension of the first phase for the 18 months
to
March 11, 2007 would be deducted from the next succeeding exploration phase.
As
such the second phase would have a term of one year and expire March 11,
2008.
As at March 23, 2007, five exploratory wells have been drilled and one
exploratory well, the KG#16 well, is currently being drilled on the exploration
block leaving eight exploration wells to be drilled. A seventh well, the
KG#28
is also being drilled on the exploration block, but currently as an appraisal
well and not as an exploration well. Approval of entering into the second
phase
of exploration under the PSC from the GOI is currently outstanding. Unless
this
approval is granted, the Company may be liable for consequences of
non-fulfillment of the minimum work commitment in a given time frame under
the
PSC. The PSC has provisions for termination of the PSC on account of various
reasons specified therein including material breach of the contract. Termination
rights can be exercised after giving ninety days written notice. This failure
to
timely complete the minimum work commitment, though there is no
precedence, may
be
deemed by the GOI to be a failure to comply with the provisions of the contract
in a material particular. The Company has been advised by GSPC, the operator,
that it is unaware of any precedent for such an occurrence.
The
termination of the PSC by
the
GOI would result in the loss of the Company’s interest in the KG Offshore Block
other than areas determined to encompass "commercial discoveries". The PSC
sets
forth procedures whereby the operator can obtain the review of the management
committee under the PSC as to whether a discovery on the exploration block
should be declared a commercial discovery under the PSC. Those procedures
have
not been completed at present with respect to the discovery on the KG Offshore
Block and, accordingly, as of March 23, 2007, no areas on the KG Offshore
Block
have been determined formally to encompass "commercial discoveries"
as
that
term is defined under the PSC.
In
the
event the PSC is terminated by the GOI, or in the event the work program
is not
fulfilled by the end of the relevant exploration phase, each party to the
PSC is
to pay to the GOI its participating interest share of an amount which is
equal
to the amount that would be required to complete the minimum work program
for
that phase.
Certain
exploration costs related to the KG Offshore Block are incurred solely by
and on
behalf of the Company in providing its services under the CIA and are therefore
not reimbursable under the CIA. As such, these costs have been capitalized
in
the Company's accounts under Oil and gas interests and at December 31, 2006
amount to US$3,111,676.
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to
the Consolidated Financial Statements
December
31, 2006
11. Commitments,
Contingencies and Guarantees (continued)
d) Tarapur
Block
As
the
holder of a participating interest in the Tarapur Block, the Company is required
to fund its 20% share of all exploration and development costs incurred on
the
exploration block. To December 31, 2006, US$3,972,765 has been incurred under
the terms of the Company's agreement with GSPC. Of this amount, US$3,017,646
has
been paid to GSPC and US$955,119 is in accounts payable at December 31, 2006.
The Company has budgeted to expend approximately US$2.7 million for exploration
activities under the terms of the agreement over the period April 1, 2007
to
November 22, 2007. These activities include the drilling of 3 exploration
wells
and the acquisition of 90 sq kms of 3-D seismic. Under the terms of the
agreement, the Company is required to keep in force a financial and performance
guarantee securing its performance under the Tarapur PSC.
e) Corporate
Head Office
Our
corporate head office is located at Suite #310, 605 - 1 Street SW, Calgary,
Alberta, T2P 3S9 Canada. These premises are leased for a term of one year
ending
April 30, 2007 at an annual rental of $56,261 for base rent and operating
costs.
These premises include approximately 2,927 square feet which we consider
adequate for our present activities. We are currently in negotiations to
renew
this lease at market prices for a further two year term to April 30,
2009.
12. Comparative
Figures
a) As
the
Company is in its development stage, these figures represent the accumulated
amounts of the continuing entity for the period from inception, being August
21,
2002 to December 31, 2006.
b)
|
Certain
comparative figures have been reclassified to conform with the
presentation adopted in the current
year.
|
13. Subsequent
Event
a) NELP-VI
Blocks
On
March
2, 2007, the Company along with its joint venture partners executed PSC's
with
the GOI covering four new exploration blocks awarded under the sixth round
of
the New Exploration Licensing Policy (NELP-VI).
The
Company is required to fund its participating interest for Phase I exploration
and development costs incurred in fulfilling the minimum work commitments
under
these PSC's as outlined below. The Company's share of these costs is estimated
to total approximately US$28.0 million for all four blocks over the four
years
of Phase I.
|
i)
|
Exploration
Block KG-ONN-2004/1 (KG Onshore Block) - Reprocess 564 LKM of 2-D
seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 548 sq kms of 3-D seismic; and drill 12 exploratory
wells
between 2,000 and 5,000 meters.
|
|
ii)
|
Exploration
Block RJ-ONN-2004/2 (RJ Block 20) - Reprocess 463 LKM of 2-D seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 250 LKM of 2-D seismic and 700 sq kms of 3-D seismic;
and
drill a total of 12 exploratory wells between 2,000 and 2,500
meters.
|
|
iii)
|
Exploration
Block RJ-ONN-2004/3 (RJ Block 21) - Reprocess 463 LKM of 2-D seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 310 LKM of 2-D seismic and 611 sq kms of 3-D seismic;
and
drill a total of 8 exploratory wells between 2,000 and 2,500
meters.
|
GeoGlobal
Resources Inc.
(a
development stage enterprise)
Notes
to
the Consolidated Financial Statements
December
31, 2006
13. Subsequent
Event (continued)
iv) Exploration
Block DS-ONN-2004/1 (DS 04 Block) - Gravity and magnetic and geochemical
surveys; acquire, process and interpret 325 LKM of 2-D seismic; and drill
10
core holes to a depth of approximately 500 meters.
Under
the
terms of all the PSC's, the Company will be required to keep in force a
financial and performance guarantee.
b) India
office condominium
On
November 21, 2006 the Company entered into a Memorandum of Understanding
with
Creative InfoCity Ltd of Gandhinagar, India to acquire an office condominium
of
approximately 11,203 sq. ft. A deposit of US$28,090 was paid which is reflected
in the financial statements in Property and Equipment (note 3). As a formal
agreement has not yet been executed, the preliminary costs and resulting
liability in the amount of $365,880 is not yet reflected in these financial
statements.
14. Recent
Accounting Standards
a) Accounting
for Uncertainty in Income Taxes
In
June
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of
a tax position taken or expected to be taken in a tax return. The Interpretation
requires that the Corporation recognize in the financial statements, the
impact
of a tax position, if that position is more likely than not of being sustained
on audit, based on the technical merits of the position. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting
in
interim periods and disclosure. The provisions of FIN 48 are effective beginning
January 1, 2007 with the cumulative effect of the change in accounting principle
recorded as an adjustment to the opening balance of deficit. The Corporation
is
currently evaluating the impact FIN 48 will have on its consolidated financial
statements.
b) Fair
Value Measurements
In
September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS
157”), which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. FAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years, and is
applicable beginning in the first quarter of 2008. The Company is currently
evaluating the impact that FAS 157 will have on its consolidated financial
statements.
c) The
Fair Value Option for Financial Assets and Financial
Liabilities
In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement
No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates.
A
business entity is required to report unrealized gains and losses on items
for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those
fiscal
years, and is applicable beginning in the first quarter of 2008. The Company
is
currently evaluating the impact that FAS 159 will have on its consolidated
financial statements.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange
Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
GeoGlobal
Resources Inc.
By: /s/
Allan J. Kent
Allan
J. Kent
Executive
Vice President and CFO
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
/s/
Jean Paul Roy
Jean
Paul Roy
|
|
President,
Chief Executive Officer and Director
|
|
May
11, 2007
|
|
|
|
|
|
/s/
Allan J. Kent
Allan
J. Kent
|
|
Executive
Vice President, Chief Financial Officer and Director
|
|
May
11, 2007
|
|
|
|
|
|
/s/
Brent J. Peters
Brent
J. Peters
|
|
Director
|
|
May
11, 2007
|
|
|
|
|
|
/s/
Peter R. Smith
Peter
R. Smith
|
|
Chairman
of the Board and Director
|
|
May
11, 2007
|
|
|
|
|
|
/s/
Michael J. Hudson
Michael
J. Hudson
|
|
Director
|
|
May
11, 2007
|
|
|
|
|
|
/s/
Dr. Avinash Chandra
Dr.
Avinash Chandra
|
|
Director
|
|
May
11, 2007
|