Edgar Filing: Geneva Resources, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NUMBER: 0-32593

GENEVA RESOURCES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

NEVADA 98-0441019
_______ _________
(STATE OR OTHER JURISDICTION OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION
OR ORGANIZATION) NO.)

1005 TERMINAL WAY, SUITE 110
RENO, NEVADA 89502
__________________
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(775) 348-9330
______________
(ISSUER'S TELEPHONE NUMBER)

SECURITIES REGISTERED PURSUANT TO SECTION NAME OF EACH EXCHANGE ON WHICH
12(B) OF THE ACT: REGISTERED:
NONE
____

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001PAR VALUE
_____________________________
(TITLE OF CLASS)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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

Yes [X] No[ ]

Indicate by checkmark if no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of issuer'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 [X]

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year (ending May 31, 2007):
$-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliate computes by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days: September 4, 2007: US $.

APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS.
N/A

Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of Outstanding as of
the issuer's classes of common stock, as of the most September 7, 2007
practicable date:
Class
Common Stock, $0.001 par value 41,200,000 *

*Increased in accordance with a forward stock split of four (4) shares for one
effective approximately October 13, 2006.

DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 "Securities Act"). The listed documents should
be clearly described for identification purposes (e.g. annual report to security
holders for fiscal year ended December 24, 1980).

None.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

GENEVA RESOURCES, INC.

FORM 10-KSB

Item 1. DESCRIPTION OF BUSINESS.

Item 2. DESCRIPTION OF PROPERTY.

Item 3. LEGAL PROCEEDINGS.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Item 7. FINANCIAL STATEMENTS.

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Item 8A. CONTROLS AND PROCEDURES.

Item 8B OTHER INFORMATION.

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT.

Item 10. EXECUTIVE COMPENSATION.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
COMPENSATION.

Item 13. EXHIBITS.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Geneva Resources, Inc. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-KSB that have been filed with the Commission at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name "Revelstoke Industries, Inc." for the purpose of
reclaiming and stabilizing land in preparation for construction in Canada.
Effective November 27, 2006, we changed our name to "Geneva Gold Corp.".
Subsequently, effective February 28, 2007, we changed our name to "Geneva
Resources, Inc.". See "Item 1. Description of Business - Business Development -
Articles of Merger:" We are currently engaged in the business of exploration of
precious metals with a focus on the exploration and development of gold deposits
in North American and internationally.

ARTICLES OF MERGER

2006 ARTICLES OF MERGER

On November 27, 2006, we filed Articles of Merger with the Nevada Secretary of
State (the "2006 Articles of Merger"). In accordance with the terms and
provisions of the 2006 Articles of Merger: (i) we effectuated a merger with our
wholly-owned subsidiary, Geneva Gold Corp., as a parent/subsidiary merger,
whereby we were the surviving corporation; (ii) the merger became effective as
of December 1, 2006 pursuant to Section 92A.180 of the Nevada Revised Statutes;
and (iii) our Articles of Incorporation were amended to change our name to
"Geneva Gold Corp.".

2007 ARTICLES OF MERGER

On February 28, 2007, we filed Articles of Merger with the Nevada Secretary of
State (the "2007 Articles of Merger"). In accordance with the terms and
provisions of the 2007 Articles of Merger: (i) we effectuated a merger with our
wholly-owned subsidiary, Geneva Resources, Inc., as a parent/subsidiary merger,
whereby we were the surviving corporation; (ii) the merger became effective
March 1, 2007 pursuant to Section 92A.180 of the Nevada Revised Statutes; and
(iii) our Articles of Incorporation were amended to change our name to "Geneva
Resources, Inc." We filed an amendment to our Articles of Incorporation (the
"2007 Amendment"). In accordance with the 2007 Amendment, we changed our name to
"Geneva Resources, Inc." In connection with the name change to Geneva Resources,
Inc., as of the open of business on March 5, 2007, our trading symbol changed to
GVRS.

Our Board of Directors pursuant to minutes of written consent in lieu of a
special meeting approved the merger and corresponding name change to Geneva
Resources, Inc. Shareholder approval was not required under the Nevada Revised
Statutes. We decided to change our name to Geneva Resources, Inc. to better
reflect our additional resource acquisition and development business resulting
from our recent acquisition of certain options to interests in certain mineral
properties.

INCREASE IN AUTHORIZED CAPITAL STRUCTURE

On January 12, 2007, we filed an Amendment to our Articles of Incorporation (the
"2006 Amendment"). In accordance with the Amendment, we increased our authorized
capital from 50,000,000 shares of common stock to 200,000,000 shares of common
stock with the same par value of $0.001 per share. On November 27, 2006, our
Board of Directors pursuant to minutes of written consent in lieu of a special
meeting authorized and approved the Amendment to increase our authorized capital
and the dissemination of a notice of consent requested from shareholders without
a special meeting dated December 4, 2006 (the "Notice of Consent") together with
a consent/proxy card (the "Proxy"). The Notice of Consent was distributed to our
shareholders with a record date of November 27, 2006. Our Board of Directors
fixed the close of business on January 3, 2007 as the date by which written
consents and approvals were to be received by our shareholders holding a
majority of the total issued and outstanding common stock to approve the
Amendment. See "Item 4. Submission of Matters to a Vote of Security Holders."

FORWARD STOCK SPLIT

On October 13, 2006, our Board of Directors pursuant to minutes of written
consent in lieu of a special meeting authorized and approved a forward stock
split of four for one (4:1) of our total issued and outstanding shares of common
stock (the "Forward Stock Split").

The Forward Stock Split was effectuated based on market conditions and upon a
determination by our Board of Directors that the Forward Stock Split was in our
best interests and of the shareholders. In our judgment the Forward Stock Split
will result in an increase in our trading float of shares of common stock
available for sale resulting in facilitation of investor liquidity and trading
volume potential. The intent of the Forward Stock Split is to increase the
marketability of our common stock.

The Forward Stock Split was effectuated with a record date of October 13, 2006
upon filing the appropriate documentation with NASDAQ. The Forward Stock Split
increased our issued and outstanding shares of common stock from 9,300,000 to
approximately 37,200,000 shares of common stock. (The total number of shares of
common stock issued and outstanding had previously been 16,800,000 since May 1,
2006 pursuant to a forward stock split effectuated in May 2006 of forty-two (42)
shares for one share issued and outstanding). However, on September 27, 2006,
four of our shareholders consented to the cancellation and return to treasury of
an aggregate of 7,500,000 shares thus bringing the total number of issued and
outstanding shares of common stock to 9,300,000 as of October 13, 2006.) The
current authorized share capital continued to be 50,000,000 shares of common
stock with a par value of $0.001 per share.

CANCELLATION OF SHARES

On September 27, 2006, an aggregate of 7,500,000 shares of our common stock held
by four of our shareholders were cancelled and returned to treasury at no value
on the basis of pre-existing negotiations. Thus, as of October 13, 2006, the
total number of issued and outstanding shares of common stock were 9,300,000
after the effectuation of the Forward Stock Split.

TRANSFER AGENT

Our transfer agent is Pacific Stock Transfer Company, 500 E. Warm Springs Road,
Suite 240 Las Vegas NV 89119.

MINERAL PROPERTIES

We are currently engaged in the business of exploration of precious metals with
a focus on the exploration and development of gold deposits in North American
and internationally. As of the date of this Annual Report, our mineral interests
consist mainly of options agreements on exploration stage properties as
discussed below. We have not established any proven or probable reserves on our
mineral property interests.

GEORGES LAKE PROPERTY

On approximately October 20, 2006, we entered into a mineral property option
agreement (the "George Lake Option Agreement") with War Eagle Mining Company
("War Eagle"). In accordance with the terms and provisions of the George Lake

Option Agreement: (i) War Eagle granted to us the sole and exclusive option (the
"Option") to acquire a 70% undivided interest in and to seven mineral claims
comprising a total of 979 hectares located in the Province of Saskatchewan,
Canada, approximately 135 kilometers northwest of La Ronge, Saskatchewan (the
"George Lake Property"); (ii) in order to exercise the Option, we are required
to incur or cause to be incurred on or before December 31, 2008 expenditures in
connection with the George Lake Property of not less than $1,000,000 pursuant to
a work program to be commenced and operated by the operator thereon; and (iii)
upon exercise of the Option, the further interests of the parties in and to the
George Lake Property will be determined through an industry standard joint
venture agreement, which will be deemed to be effective upon the exercise of the
Option. As of the date of this Annual Report, we have not paid any consideration
to exercise the Option nor incurred any expenditures.

SAN JUAN PROPERTY

On approximately November 16, 2006, we entered into a property option agreement
(the "Petaquilla Option Agreement") with Petaquilla Minerals Ltd.
("Petaquilla"). In accordance with the terms and provisions of the Petaquilla
Option Agreement, Petaquilla granted to us the sole and exclusive option (the
"Option") to acquire up to a 70% undivided interest in and to five exploration
concessions situated in the Republic of Panama (the "San Juan Property"), which
are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary, as
described below.

On January 30, 2007, we received notice pursuant to a news release from
Petaquilla that the board of directors of Petaquilla has resolved to rescind the
Petaquilla Option Agreement. We were current in our obligations under the
Petaquilla Option Agreement and disputed the alleged rescission and advised
Petaquilla that the Option was in good standing. Consequently, on February 13,
2007, in accordance with the provisions of the Petaquilla Option Agreement and
as a result of Petaquilla's purported rescission of the Petaquilla Option
Agreement, we filed a notice with the British Columbia International Commercial
Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement
of Claims with the arbitrators seeking specific performance of the Petaquilla
Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of
Defense. As of the date of this Annual Report, we are awaiting formal
arbitration proceedings. Accordingly, no further amounts have been accrued in
the Financial Statements relating to this agreement "Item 3. Legal Proceedings."

FIRST OPTION

In order to exercise the initial portion of the Option to acquire an initial 60%
undivided interest in and to the San Juan Property (the "First Option"), we are
required to: (i) pay to Petaquilla the aggregate sum of $600,000 (of which
$100,000 was paid on approximately November 17, 2006); (ii) issue to Petaquilla
4,000,000 shares of our restricted common stock (which 4,000,000 shares were
issued as of December 1, 2006); and (iii) incur or cause to be incurred directly
or indirectly and pay for an aggregate of $6,000,000 in cumulative exploration
expenditures as follows: (a) the sum of $100,000, which has been paid to
Petaquilla); (b) issue 4,000,000 shares of restricted common stock, which have
been issued to Petaquilla; (c) payment of an additional $200,000 and incurrence
and payment of exploration expenditures of not less than $1,000,000 on or before
May 31, 2007; (d) payment of an additional $300,000 and incurrence and payment

of exploration expenditures of not less than $3,000,000 on or before May 31,
2008; and (e) incurrence and payment of cumulative exploration expenditures of
not less than $6,000,000 on or before May 31, 2009. See "Item 5. Market for
Common Equity and Related Stockholder Matters."

As of December 1, 2006, we had satisfied our current obligations with respect to
the exercise of the First Option under the Petaquilla Option Agreement to
acquire an initial 60% undivided interest in and to the San Juan Property.

SECOND OPTION

Subject to the prior exercise of the First Option and in accordance with the
terms and conditions of the Petaquilla Option Agreement, Petaquilla granted to
us the exclusive right and further portion of the Option (the "Second Option")
to increase our undivided interest in and to the San Juan Property from 60% to
70% by incurring and paying for $3,000,000 in exploration expenditures during
the period between the delivery of the Notice of Election and May 31, 2010.
Within sixty (60) days following the exercise of the First Option, we are
required to give Petaquilla notice (the Notice of Election) that either: (i) we
elect to accept the grant of the Second Option; or (ii) we elect not to accept
the Second Option. If we make the election, then all further work on the San
Juan Property and the subsequent relationship between us and Petaquilla shall be
governed by a joint venture agreement between the parties. If we elect to accept
the grant of the Second Option but fail to exercise the Second Option, we and
Petaquilla shall have initial interests of 60% and 40%, respectively. We shall
be deemed to have exercised the Second Option and thus acquired a 70% undivided
interest in the San Juan Property by having incurred and paid for $3,000,000 in
exploration expenditures during the period between the delivery of the Notice of
Election and May 31, 2010. If we fail to incur the $3,000,000 in exploration
expenditures by the end of the last day, we may at any time within fifteen days
of such day make a cash payment to Petaquilla in an amount equal to the
deficiency in the $3,000,000 exploration expenditures to be incurred.

VILCORO GOLD PROPERTY

On January 22, 2007, we entered into a letter of intent with St. Elias Mines
Ltd. ("St Elias"), pursuant to which St. Elias proposed to grant to us an option
to acquire not less than an undivided 66% legal, beneficial and registerable
interest in certain mining leases in Peru including St. Elias' option to earn a
95% interest in the Vilcoro Gold Property project comprised of approximately 600
hectares in Peru (collectively, the Vilcoro Properties").

On February 23, 2007, we entered into a formal property option agreement ("the
"Volcoro Option Agreement") with St. Elias pursuant to which St. Elias granted
to us an option to acquire not less than the undivided 66% legal, beneficial and
registerable interest in the Vilcoro Properties (the `Volcoro Option").

the 12-month anniversary of execution of the Volcoro Option Agreement; and (iii)
$200,000 due on or before the 24-month anniversary of execution of the Volcoro
Option Agreement.

In accordance with the terms and provisions of the Volcoro Option Agreement, we
are further required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month anniversary of execution of the Volcoro
Option Agreement; and (ii) incur costs totally $2,5000,000 as follows: (a) first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Volcoro Option Agreement, (b) second expenditure of $750,000
are to be incurred on or before the 24-month anniversary of execution of the
Volcoro Option Agreement; and (iii) third expenditure of $1,250,000 are to be
incurred on or before the 36-month anniversary of execution of the Volcoro
Option Agreement.

Under further terms of the Volcoro Option Agreement: (i) St. Elias will be the
operator of the Vilcoro Properties and will receive an 8% operator fee on all
exploration expenditures; (ii) once we exercise the Volcoro Option, we agree to
pay 100% of all on-going exploration, development and production costs until
commercial production (the "Production Costs"); and (iii) we have the right to
receive 100% of any cash flow from commercial production of the Volcoro
Properties until we have recouped the Production Costs after which the cash flow
will be allocated 66% to us and 34% to St. Elias.

PHASE I EXPLORATION PROGRAM

The Vicloro Properties comprises approximately 1,600 hectares and lies along the
game geological belt of Tertiary rocks that host deposits in northern Peru, such
as Newmont's Yanacocha Mine and Barrick's Pierina deposit. Management believes
that the Vilcoro Properties are favorably located adjacent to the claim block
that covers the Lagunas Norte mine recently put into production by Barrick Gold
in the Alto Chicama mining district of central Peru.

As of the date of this Annual Report, we are engaged in our Phase I exploration
program. A total of 256 channel samples and 28 check samples have been collected
from outcrops, trenches and underground workings, which sample preparation and
analytical work was undertaken at ALS Chemex SA Laboratory (an ISO-certified
facility) in Lima Peru, using standard industry practice fire assay with an
atomic absorption finish. Most of the channel samples were three to five meters
long. This work has defined two mineralized trends referred to as the Main Trend
and the South Trend. Six individual mineralized zones (Zones 1 through 6) have
been identified within the Main Trend and three individual mineralized zones
(Zones A through C) have been identified within the South Trend. The South Trend
lies approximately 200 meters to the south of the Main Trend and comprises an
east-west alignment (parallel to the Main Trend) of mineralized hydrobreccia
occurrences in three zones.

Management is pleased with the evidence of disseminated mineralization on the
Vilcoro Properties with grades that are comparable to what is presently being
mined at the giant Yanacocha Mine (average ore grade 0.8 g/t), and is continuing
fieldwork at Vilcoro Properties with emphasis on additional trenching between
the individual zones on the Main Trend.

MAIN TREND. The Main Trend extends for 1.1 km in an east-west direction with an
average width of 60 meters in a north-south direction and is currently defined
by 174 channel samples. The Main Trend encompasses one higher-grade zone (Zone
1) and five lower-grade zones (Zones 2 to 6). The Main Trend is open to the east
and west, as are most of the individual zones within the Main Trend.

o Zone 1 is a continuous zone of gold-silver mineralization measuring
120 meters by 20 meters. All samples are from old underground
workings. Eighty-three channel samples have a weighted arithmetic
average grade of 3.43 g/t gold excluding a very high-grade sample that
assayed 842 g/t gold.
o Zone 2 is 120 meters east of Zone 1 and is defined by nine samples
with an average grade of 0.51 g/t gold across an area measuring 60
meters by 25 meters.
o Zone 3 is 250 meters east of Zone 1 and is defined by nine samples
with an average grade of 0.54 g/t gold across an area measuring 30
meters by 10 meters.
o Zone 4 is 60 meters south of Zone 1 and is defined by eight samples
with an average grade of 0.36 g/t gold across an area measuring 50
meters by 10 meters.
o Zone 5 is 110 meters west of Zone 1 and comprises a 30-m-long trench
from which eight continuous samples returned an average grade of 0.17
g/t gold.
o Zone 6 is about 700 meters west of Zone 1 and comprises eight tunnel
and trench samples with an average grade of 0.54 g/t gold across 40
meters.

SOUTH TREND. The South Trend lies approximately 200 meters to the south of, and
strikes parallel to, the Main Trend and comprises an east-west alignment of
mineralized hydrobreccia occurrences in three zones (Zones A through C). It is
not as well defined as the Main Trend because only eight samples have been
collected to date.

o Zone A: 9 meters grading 0.41 g/t gold (3 samples)
o Zone B: 10 meters grading 0.71 g/t gold (3 samples)
o Zone C: 5.4 meters grading 0.85 g/t gold (2 samples).

NIGERIA PROPERTY

Effective April 30, 2007, we entered into a property financing and operating
agreement (the "Operating Agreement") with Allied Minerals, a company
incorporated under the laws of the Federal Republic of Nigeria ("Allied
Minerals"). Pursuant to the Operating Agreement, Allied Minerals granted us the
exclusive right and option (the "Option"), to acquire an initial and undivided
65% beneficial and economic interest in and to certain mineral licenses, claims,
concessions or reservations situated in Nigeria (collectively, the "Nigeria
Property").

Under the terms of the Operating Agreement, we were granted a forty-five (45)
day due diligence period (the "Due Diligence Period") starting on the effective
date of the Operating Agreement, which has been subsequently extended twice on
June 12, 2007 and August 7, 2007, respectively. See " - Extension of Option and
Due Diligence Period". During the Due Diligence Period, we have access to Allied
Mineral's books, records and properties to make such investigation as we
consider advisable to enable us to determine whether to proceed with the Option.
On or before the last day of the Due Diligence Period, we could elect in writing
to proceed with the Option (the "Notice to Proceed"). If we do not provide

Allied Minerals with the Notice to Proceed, the Operating Agreement will be
treated as terminated and of no further force and effect.

If we subsequently provide Allied Minerals with the Notice to Proceed, under the
terms of the Agreement, we will be deemed to have exercised the Option (the
"Exercise"), and shall be entitled to an undivided initial 65% beneficial and
economic interest in and to the Nigeria Property, provided that we: (i) grant to
Allied Minerals, within five business days of the date of the Notice to Proceed
(subject to the prior receipt of all required regulatory requirements and/or
approvals, if any, as set forth in the Operating Agreement), 300,000 stock
options (the "Options") to acquire an equivalent number of our shares of common
stock, with the Options being exercisable for a period of three years from the
grant date at an exercise price equal to the five-day average trading price of
our shares of common stock on the NASD over-the-counter bulletin board preceding
the date of delivery of the Notice to Proceed; and (ii) fund certain
expenditures on the Nigeria Property totaling not less than $3,000,000
commencing after the Notice to Proceed is given.

Under further terms of the Operating Agreement, after Exercise: (i) we will be
the operator of the Nigeria Property; (ii) together with Allied Minerals we will
establish a management committee to determine overall policies, objectives,
procedures, methods and actions under the Operating Agreement with a view to
bringing the Nigeria Property into commercial production as a mine; and (iii) we
will each have the right to appoint one representative to the board of directors
of the other party. With effect from Exercise until the commencement of
commercial production of the Nigeria Property, if any, we will be required to
contribute 100% of all costs with respect to the Nigeria Property. Following
commencement of commercial production, if any, the net profit interests will be
35% for Allied and 65% for us until such time as we have recouped 175% of our
pre-production and production costs, after which we shall be entitled to receive
52% of all cash flow from the Nigeria Property and Allied Minerals shall be
entitled to receive 48% of all cash flow from the Nigeria Property. In addition,
if and when we have recouped 175% of our costs as set forth above and commercial
production reaches 250 tons of mineral product per day, we will issue to Allied
Minerals 250,000 shares of our common stock.

EXTENSION OF OPTION AND DUE DILIGENCE PERIOD

On June 14, 2007, we extended the Option term in the Operating Agreement and our
Due Diligence Period from its original forty-five day to a new term of
seventy-five (75) days. Our management requested the extension in order to
complete our sampling and grade testing program on the Allied Mineral Properties
located in the Wase area of Plateau State, Nigeria. As of the date of this
Annual Report, we have completed the sampling and grade testing process of the
most easterly side of the Nigeria Property. In the Jawando area on the east die
of the Nigeria Property, copper ore was recovered from trenches cut in a wide
spread, multi-vein sequence. Assays on samples taken indicated Cu at 31.27% and
Pb at 8.97%. To the south of the copper vein sequence in the Gimbi area of the
Nigeria Property, zinc ore was recovered from a trench cut in another view
sequence. Assays indicated Za at 60.29%. Our geological team attempted to
acquire copper ore samples from the western side of the Nigeria Property in the
Mavo area. Although a great deal of overburden was pushed aside, the area
believed to contain a copper-bearing ore body was not exposed because of the
very hard cap rock encountered.

We intend to utilize the extended Option term and Due Diligence Period to
attempt a blast and trench sampling program on the west side of the Nigeria
Property. In the event this fails to get beyond the cap rock into the potential
copper-bearing vein beneath, a core rig will be mobilized to accomplish the
task. It is anticipated that during this time frame, our geological team will
also carry out additional trenching delineation work on the major zinc vein
encountered in the Gimbi area.

COMPETITION

We operate in a highly competitive industry, competing with other mining and
exploration companies, and institutional and individual investors, which are
actively seeking metal and mineral based exploration properties throughout the
world together with the equipment, labour and materials required to exploit such
properties. Many of our competitors have financial resources, staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime metal and
minerals exploration prospects and then exploit such prospects. Competition for
the acquisition of metal and minerals exploration properties is intense, with
many properties available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing profitable properties in the
face of this competition. No assurance can be given that a sufficient number of
suitable metal and minerals exploration properties will be available for
acquisition and development.

MINERALS EXPLORATION REGULATION

Our minerals exploration activities are, or will be, subject to extensive
foreign laws and regulations governing prospecting, development, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
and remediation of the environment, protection of endangered and protected
species, mine safety, toxic substances and other matters. Minerals exploration
is also subject to risks and liabilities associated with pollution of the
environment and disposal of waste products occurring as a result of mineral
exploration and production. Compliance with these laws and regulations may
impose substantial costs on us and will subject us to significant potential
liabilities. Changes in these regulations could require us to expend significant
resources to comply with new laws or regulations or changes to current
requirements and could have a material adverse effect on our business
operations.

Exploration and production activities are subject to certain environmental
regulations which may prevent or delay the commencement or continuance of our
operations. In general, our exploration and production activities are subject to
certain foreign regulations, and may be subject to Nigeria, Canadian, Peru, or
federal, state and local laws and regulations, relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuance of a given
operation. Compliance with these laws and regulations does not appear to have a
future material effect on our operations or financial condition to date.
Specifically, we may be subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
However, such laws and regulations, whether foreign or local, are frequently
changed and we are unable to predict the ultimate cost of compliance. Generally,
environmental requirements do not appear to affect us any differently or to any
greater or lesser extent than other companies in the industry and our current
operations have not expanded to a point where either compliance or cost of
compliance with environmental regulation is a significant issue for us. Costs
have not been incurred to date with respect to compliance with environmental
laws but such costs may be expected to increase with an increase in scale and
scope of exploration.

Minerals exploration operations are subject to comprehensive regulation which
may cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on our business operations. Minerals
exploration operations are subject to foreign, federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Minerals exploration operations are also subject to federal, state,
and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of drilling methods and equipment.
Various permits from government bodies are required for drilling operations to
be conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, state, or local authorities may be
changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus causing an adverse
effect on us. Additionally, we may be subject to liability for pollution or
other environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. As of the date of this Annual
Report, we have not been required to spend any material amount on compliance
with environmental regulations. However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research and development expenditures have been incurred, either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. Marcus
Johnson is our President and Chief Executive Officer and D. Bruce Horton is our
Chief Financial Officer. These individuals are primarily responsible for all our
day-to-day operations. Other services are provided by outsourcing, consultant,
and special purpose contracts.

RISK FACTORS

An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in evaluating our company and its business before
purchasing shares of our common stock. Our business, operating results and
financial condition could be seriously harmed due to any of the following risks.
The risks described below are all of the material risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also impair our business operations. You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER
EXPLORATION.

We will require significant additional financing in order to continue our
exploration activities and our assessment of the commercial viability of our
precious metal and mineral properties in Peru, Canada and Nigeria. Furthermore,
if the costs of our planned exploration programs are greater than anticipated,
we may have to seek additional funds through public or private share offerings
or arrangements with corporate partners. There can be no assurance that we will
be successful in our efforts to raise these require funds, or on terms
satisfactory to us. The continued exploration of current and future mineral
properties and the development of our business will depend upon our ability to
establish the commercial viability of our precious metal and mineral properties
and to ultimately develop cash flow from operations and reach profitable
operations. We currently are in the exploration stage and we have no revenue
from operations and we are experiencing significant negative cash flow.
Accordingly, the only other sources of funds presently available to us are
through the sale of equity. We presently believe that debt financing will not be
an alternative to us as all of our properties are in the exploration stage.
Alternatively, we may finance our business by offering an interest in any of our
mineral properties to be earned by another party or parties carrying out further
exploration and development thereof or to obtain project or operating financing
from financial institutions, neither of which is presently intended. If we are
unable to obtain this additional financing, we will not be able to continue our
exploration activities and our assessment of the commercial viability of our
precious metal and mineral properties. Further, if we are able to establish that
development of our precious metal and mineral properties is commercially viable,
our inability to raise additional financing at this stage would result in our
inability to place our mineral properties into production and recover our
investment. We may not discover commercially exploitable quantities of precious
metals or minerals on our properties that would enable us to enter into
commercial production, and achieve revenues and recover the money we spend on
exploration.

Our properties do not contain reserves in accordance with the definitions
adopted by the Securities and Exchange Commission, and there is no assurance
that any exploration programs that we out will establish reserves. All of our
precious metal and mineral properties are in the exploration stage as opposed to
the development stage and have no known body of economic mineralization. The
known mineralization at these projects has not yet been determined, and may
never be determined to be economic. We plan to conduct further exploration
activities on our precious metal and mineral properties, which future
exploration may include the completion of feasibility studies necessary to
evaluate whether a commercial mineable mineral exists on any of our properties.
There is a substantial risk that these exploration activities will not result in
discoveries of commercially recoverable quantities of minerals. Any
determination that our properties contain commercially recoverable quantities of
minerals may not be reached until such time that final comprehensive feasibility
studies have been concluded that establish that a potential mine is likely to be
economic. There is a substantial risk that any preliminary or final feasibility
studies carried out by us will not result in a positive determination that our
mineral properties can be commercially developed.

OUR EXPLORATION ACTIVITIES ON OUR MINERAL PROPERTIES MAY NOT BE
COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO
DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our long-term success depends on our ability to establish commercially
recoverable quantities of ore on our mineral properties that can then be
developed into commercially viable mining operations. Mineral exploration is
highly speculative in nature, involves many risks and is frequently
non-productive. These risks include unusual or unexpected geologic formations,

and the inability to obtain suitable or adequate machinery, equipment or labor.
The success of mineral exploration is determined in part by the following
factors:

o identification of potential mineralization based on superficial
analysis;

o availability of government-granted exploration permits;

o the quality of management and geological and technical expertise; and

o the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves
through drilling and analysis, to develop processes to extract minerals, and to
develop the mining and processing facilities and infrastructure at any chosen
site. Whether a mineral deposit will be commercially viable depends on a number
of factors, which include, without limitation, the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; metal prices,
which fluctuate widely; and government regulations, including, without
limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. We may
invest significant capital and resources in exploration activities and abandon
such investments if it is unable to identify commercially exploitable mineral
reserves. The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any assurance to investors that we will discover or acquire any mineralized
material in sufficient quantities on any of our properties to justify commercial
operations. Further, we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially recoverable quantities
of precious metals or minerals on our properties.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED
OPERATING HISTORY.

In considering whether to invest in our common stock, you should consider that
our inception was April 5, 2004 and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance. In addition, we have only recently acquired or
will acquire our primary minerals exploration prospects located in Peru and
Nigeria with limited experience in early stage exploration efforts.

WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE
WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses, expect to continue to incur losses, and
may never be profitable, and we must be considered to be in the exploration
stage. Further, we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements. We have incurred losses totaling
approximately $10,024,490 from April 5, 2004 (inception) to May 31, 2007. As of
May 31, 2007, we had an accumulated deficit of $10,024,490 and had incurred
losses of approximately $9,887,736 during fiscal year ended May 31, 2007.
Further, we do not expect positive cash flow from operations in the near term.
There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that:
(i) the costs to acquire additional mineral exploration claims are more than we

currently anticipate; (ii) exploration and or future potential mining costs for
additional claims increase beyond our expectations; or (iii) we encounter
greater costs associated with general and administrative expenses or offering
costs.

FUTURE PARTICIPATION IN AN INCREASED NUMBER OF MINERALS EXPLORATION
PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The uncertainty and factors described throughout this section may impede our
ability to economically discover, acquire, develop and/or exploit mineral
prospects. As a result, we may not be able to achieve or sustain profitability
or positive cash flows from operating activities in the future.

The financial statements for the fiscal year ended May 31, 2007 have been
prepared "assuming that the Company will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business. Our ability to continue as a
going concern is dependent on raising additional capital to fund our operations
and ultimately on generating future profitable operations. There can be no
assurance that we will be able to raise sufficient additional capital or
eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find alternative sources of cash or generate
positive cash flow from operations, our business and shareholders will be
materially and adversely affected. See "Item 6. Management's Discussion and
Analysis or Plan of Operation - Going Concern."

WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical losses from operations, we will require additional
funding in the future. If we cannot obtain capital through financings or
otherwise, our ability to execute our exploration programs will be greatly
limited. Our current plans require us to make capital expenditures for the
exploration of our minerals exploration properties. Historically, we have funded
our operations through the issuance of equity and short-term debt financing
arrangements. We may not be able to obtain additional financing on favorable
terms, if at all. Our future cash flows and the availability of financing will
be subject to a number of variables, including potential production and the
market prices of certain minerals. Further, debt financing could lead to a
diversion of cash flow to satisfy debt-servicing obligations and create
restrictions on business operations. If we are unable to raise additional funds,
it would have a material adverse effect upon our operations.

AS PART OF OUR GROWTH STRATEGY, WE INTEND TO ACQUIRE ADDITIONAL
PRECIOUS METALS AND MINERALS EXPLORATION PROPERTIES.

Such acquisitions may pose substantial risks to our business, financial
condition, and results of operations. In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties. Even if we are successful in acquiring
additional properties, some of the properties may not produce positive results
of exploration, or we may not complete exploration of such prospects within
specified time periods may cause the forfeiture of the lease in that prospect.
There can be no assurance that we will be able to successfully integrate
acquired properties, which could result in substantial costs and delays or other

operational, technical, or financial problems. Further, acquisitions could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

WE ARE RELATIVELY A NEW ENTRANT INTO THE PRECIOUS METALS AND MINERALS
EXPLORATION AND DEVELOPMENT INDUSTRY WITHOUT PROFITABLE OPERATING
HISTORY.

Since inception, our activities have been limited to organizational efforts,
obtaining working capital and acquiring and developing a very limited number of
properties. As a result, there is limited information regarding production or
revenue generation. As a result, our future revenues may be limited. The
business of minerals exploration and development is subject to many risks and if
gold or other precious metals or other minerals are found in economic production
quantities, the potential profitability of future possible mining ventures
depends upon factors beyond our control. The potential profitability of mining
mineral properties if economic quantities of minerals are found is dependent
upon many factors and risks beyond our control, including, but not limited to:
(i) unanticipated ground and water conditions and adverse claims to water
rights; (ii) geological problems; (iii) metallurgical and other processing
problems; (iv) the occurrence of unusual weather or operating conditions and
other force majeure events; (v) lower than expected grades of minerals; (vi)
accidents; (vii) delays in the receipt of or failure to receive necessary
government permits; (viii) delays in transportation; (ix) labor disputes; (x)
government permit restrictions and regulation restrictions; (xi) unavailability
of materials and equipment; and (xii) the failure of equipment or processes to
operate in accordance with specifications or expectations.

THE RISKS ASSOCIATED WITH EXPLORATION AND DEVELOPMENT AND, IF
APPLICABLE, MINING COULD CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL
DAMAGE, DELAYS IN MINING, MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We are not currently engaged in mining operations because we are in the
exploration phase and have not yet any proved minerals reserves. We do not
presently carry property and liability insurance. Cost effective insurance
contains exclusions and limitations on coverage and may be unavailable in some
circumstances.

THE MINERAL EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND
THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE
LEASES.

The mineral exploration and mining industry is intensely competitive, and we
compete with other companies that have greater resources. Many of these
companies not only explore for and produce certain minerals, but also market
certain minerals and other products on a regional, national or worldwide basis.
These companies may be able to pay more for productive mineral properties and
exploratory prospects or define, evaluate, bid for and purchase a greater number
of properties and prospects than our financial or human resources permit. In
addition, these companies may have a greater ability to continue exploration
activities during periods of low mineral market prices. Our larger competitors
may be able to absorb the burden of present and future foreign, federal, state,
local and other laws and regulations more easily than we can, which would
adversely affect our competitive position. Our ability to acquire additional
properties and to discover productive prospects in the future will be dependent
upon our ability to evaluate and select suitable properties and to consummate

transactions in a highly competitive environment. In addition, because we have
fewer financial and human resources than many companies in our industry, we may
be at a disadvantage in bidding for exploratory prospects and producing mineral
properties.

THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS
FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN
ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
macroeconomic factors, market fluctuations in commodity pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of certain minerals and environmental protection
regulations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

MINERAL MINING OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION,
WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS
OF THOSE ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS
OPERATIONS.

If economic quantities of certain minerals are found on any lease owned by us in
sufficient quantities to warrant mining operations, such mining operations are
subject to foreign, federal, state, and local laws relating to the protection of
the environment, including laws regulating removal of natural resources from the
ground and the discharge of materials into the environment. Mineral mining
operations are also subject to foreign, federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of mining methods and equipment. Various permits from government
bodies are required for mining operations to be conducted; no assurance can be
given that such permits will be received. Environmental standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
those anticipated, thus resulting in an adverse effect on us. Additionally, we
may be subject to liability for pollution or other environmental damages which
we may elect not to insure against due to prohibitive premium costs and other
reasons. To date we have not been required to spend material amounts on
compliance with environmental regulations. However, we may be required to do so
in future and this may affect our ability to expand or maintain our operations.

MINERALS EXPLORATION AND DEVELOPMENT AND MINING ACTIVITIES ARE SUBJECT
TO CERTAIN ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE
COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS.

Minerals exploration and development and future potential uranium mining
operations are or will be subject to stringent federal, state, provincial, and
local laws and regulations relating to improving or maintaining environmental
quality. Our global operations are also subject to many environmental protection
laws. Environmental laws often require parties to pay for remedial action or to

pay damages regardless of fault. Environmental laws also often impose liability
with respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.

Future potential mineral mining operations and current exploration activities
are or will be subject to extensive laws and regulations governing prospecting,
development, production, exports, taxes, labor standards, occupational health,
waste disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mineral mining is also subject to risks and liabilities associated with
pollution of the environment and disposal of waste products occurring as a
result of mineral exploration and production. Compliance with these laws and
regulations will impose substantial costs on us and will subject us to
significant potential liabilities.

COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY
INCREASE WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our operations currently comply, in all material respects, with
all applicable environmental regulations. However, we are not fully insured at
the current date against possible environmental risks.

ANY CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A
NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws, regulations, policies or current administrative practices of any
government body, organization or regulatory agency in Peru, Canada or Nigeria or
any other applicable jurisdiction, may be changed, applied or interpreted in a
manner which will fundamentally alter our ability to carry on business. The
actions, policies or regulations, or changes thereto, of any government body or
regulatory agency, or other special interest groups, may have a detrimental
effect on us. Any or all of these situations may have a negative impact on our
ability to operate and/or our profitably.

WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR CONSULTANTS OR RECRUIT
ADDITIONAL QUALIFIED PERSONNEL.

Our extremely limited personnel means that we would be required to spend
significant sums of money to locate and train new employees in the event any of
our employees resign or terminate their employment with us for any reason. Due
to our limited operating history and financial resources, we are entirely
dependent on the continued service of Marcus Johnson, our President/Chief
Executive Officer and a director, and D. Bruce Horton, our Chief Financial
Officer and a director. Further, we do not have key man life insurance on any of
these individuals. We may not have the financial resources to hire a replacement
if any of our officers were to die. The loss of service of any of these
employees could therefore significantly and adversely affect our operations.

OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors serve only part time and are subject to conflicts of
interest. Each of our executive officers and directors serves only on a part
time basis. Each devotes part of his working time to other business endeavors,

including consulting relationships with other corporate entities, and has
responsibilities to these other entities. Such conflicts include deciding how
much time to devote to our affairs, as well as what business opportunities
should be presented to us. Because of these relationships, our officers and
directors may be subject to conflicts of interest.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS
FROM CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

Sales of a substantial number of shares of our common stock into the public
market by certain stockholders may result in significant downward pressure on
the price of our common stock and could affect your ability to realize the
current trading price of our common stock.

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE
PUBLIC MARKET BY CERTAIN STOCKHOLDERS COULD CAUSE A REDUCTION IN THE
MARKET PRICE OF OUR COMMON STOCK.

As of the date of this Annual Report, we have 41,200,000 shares of common stock
issued and outstanding. Of the total number of issued and outstanding shares of
common stock, certain stockholders are able to resell certain shares of our
common stock pursuant to a SB-2 registration statement declared effective on
November 18, 2005. As a result of this registration statement, an aggregate of
262,500 pre-forward share split shares (increased in accordance with a forward
stock split of forty-two (42) shares for one effective May 1, 2006 and the
Forward Stock Split of four (4) shares of one effective October 13, 2006) of our
common stock were issued and are available for immediate resale which could have
an adverse effect on the price of our common stock. See "Item 5. MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS."

As of the date of this Annual Report, there are 15,750,000 outstanding shares of
our common stock that are restricted securities as that term is defined in Rule
144 under the Securities Act. Although the Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions.

Any significant downward pressure on the price of our common stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock.

THE TRADING PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD HAS
BEEN AND MAY CONTINUE TO FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY
HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common stock commenced trading on approximately December 1, 2006 on the OTC
Bulletin Board and the trading price has fluctuated. In addition to volatility
associated with Bulletin Board securities in general, the value of your
investment could decline due to the impact of any of the following factors upon
the market price of our common stock: (i) disappointing results from our
discovery or development efforts; (ii) failure to meet our revenue or profit
goals or operating budget; (iii) decline in demand for our common stock; (iv)
downward revisions in securities analysts' estimates or changes in general
market conditions; (v) technological innovations by competitors or in competing
technologies; (vi) lack of funding generated for operations; (vii) investor
perception of our industry or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

ADDITIONAL ISSUANCES OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR
EXISTING STOCKHOLDERS.

Our Articles of Incorporation authorize the issuance of 200,000,000 shares of
common stock. The Board of Directors has the authority to issue additional
shares of our capital stock to provide additional financing in the future and
the issuance of any such shares may result in a reduction of the book value or
market price of the outstanding shares of our common stock. If we do issue any
such additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other stockholders. As a result
of such dilution, if you acquire shares of our common stock, your proportionate
ownership interest and voting power could be decreased. Further, any such
issuances could result in a change of control.

OUR COMMON STOCK IS CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES WHICH
LIMITS THE MARKET FOR OUR COMMON STOCK.

Because our stock is not traded on a stock exchange or on the NASDAQ National
Market or the NASDAQ Small Cap Market, and because the market price of the
common stock has fluctuated and may trade at times at less than $5 per share,
the common stock may be classified as a "penny stock." SEC Rule 15g-9 under the
Exchange Act imposes additional sales practice requirements on broker-dealers
that recommend the purchase or sale of penny stocks to persons other than those
who qualify as an "established customer" or an "accredited investor." This
includes the requirement that a broker-dealer must make a determination that
investments in penny stocks are suitable for the customer and must make special
disclosures to the customers concerning the risk of penny stocks. Many
broker-dealers decline to participate in penny stock transactions because of the
extra requirements imposed on penny stock transactions. Application of the penny
stock rules to our common stock reduces the market liquidity of our shares,
which in turn affects the ability of holders of our common stock to resell the

shares they purchase, and they may not be able to resell at prices at or above
the prices they paid.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO
RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

A decline in the price of our common stock could result in a reduction in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations. Since our operations to date have been principally
financed through the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and our continued
operations. A reduction in our ability to raise equity capital in the future
would have a material adverse effect upon our business plan and operations,
including our ability to continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

CERTAIN OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES
WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE
WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST CERTAIN OF OUR
DIRECTORS OR OFFICERS.

Certain of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian court predicated upon the
civil liability provisions of the securities laws of the United States.

ITEM 2. DESCRIPTION OF PROPERTIES

We lease our principal office space located at 3430 East Sunrise Drive, Suite
120, Tucson, Arizona 85718.

ITEM 3. LEGAL PROCEEDINGS

On February 27, 2007, we received notice pursuant to a news release from
Petaquilla that the board of directors of Petaquilla resolved to rescind the
Petaquilla Option Agreement. We were current in our obligations under the
Petaquilla Option Agreement and disputed the alleged rescission and have advised
Petaquilla that the Option is in good standing.

Therefore, in accordance with the terms and provisions of the Petaquilla Option
Agreement, we filed a notice with the British Columbia International Commercial
Arbitration Centre (the "BCICAC") seeking arbitration. On March 5, 2007, we
filed a Statement of Claim with the BCICAC seeking specific performance of the
Petaquilla Option Agreement and damages. On April 10, 2007, Petaquilla filed a
Statement of Defense.

We have instructed counsel to vigorously pursue all claims against Petaquilla on
our behalf. As of the date of this Annual Report, we are awaiting formal
arbitration proceedings and accordingly the outcome of the arbitration is
presently not determinable. While the result of arbitration is difficult to
predict, we believe we have a significant likelihood of prevailing or
successfully pursuing our claims against Petaquilla.

Other than as disclosed above, management is not aware of any legal proceedings
contemplated by any governmental authority or any other party involving us or
our properties. As of the date of this Quarterly Report, no director, officer or
affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an
adverse interest to us in any legal proceedings. Management is not aware of any
other legal proceedings pending or that have been threatened against us or our
properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

JANUARY 2007 WRITTEN CONSENT

On approximately November 22, 2006, our Board of Directors approved an increase
in our authorized share capital and a corresponding amendment to our Articles of
Incorporation to increase our authorized capital from 50,000,000 shares of
common stock to 200,000,000 shares of common stock with a par value of $0.001
(the "Increase in Share Capital").

The Board of Directors further authorized and directed the submission of an
Information Statement pursuant to Section 14(c) of the Securities Exchange Act
of 1934, as amended (the "Information Statement"). The preliminary Information
Statement was filed with the Securities and Exchange Commission on November 24,
2006 and the definitive Information Statement was filed on December 4, 2006. The
Information Statement was circulated to our shareholders in connection with the
taking of corporate action without a meeting upon the written consent of ten
(10) or less shareholders holding of record a majority of the outstanding shares
of our common stock (the "January 2007 Written Consent"). As of January 3, 2007
(the "Record Date"), there were 37,200,000 shares of our common stock issued and
outstanding. The names of the shareholders who signed the January 2007 Written
Consent and their respective equity ownership as of the Record Date were as
follows: (i) Russell Shiels holding of record 3,600,000 shares of common stock
(9.7%); (ii) Alan Sedgwick holding of record 3,000,000 shares of common stock
(8.1%); (iii) Darlene Rodocker holding of record 3,000,000 shares of common
stock (8.1%); (iv) Janet Shiels holding of record 2,400,000 shares of common
stock (6.5%); (v) Eurotrade Management Group Ltd. holding of record 1,800,000
shares of common stock (4.8%); (vi) Calista Capital holding of record 1,500,000
shares of common stock (4.0%); (vii) Raleigh Commercial Corp. holding of record
1,449,999 shares of common stock (3.9%); (viii) Tara Deboer holding of record
1,316,328 shares of common stock (3.5%); (ix) Verona Capital International
holding of record 1,197,328 shares of common stock (3.2%); and (x) Mardi
MacDonald holding of record 800,000 shares of common stock (2.2%).

The matters upon which action was taken pursuant to the January 2007 Written
Consent included the approval of an amendment to our Articles of Incorporation
to effectuate an amendment to our Articles of Incorporation to increase the
authorized capital from 50,000,000 shares of common stock to 200,000,000 shares
of common stock with the same par value of $0.001 per share.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON EQUITY

Shares of our common stock are traded on the OTC Bulletin Board under the symbol
"GVRS:OB" and commenced trading approximately December 1, 2006. The market for
our common stock is limited, and can be volatile. The following table sets forth
the high and low sales prices relating to our common stock on a quarterly basis
for the last two fiscal years as quoted by the NASDAQ. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.

QUARTER ENDED HIGH BID LOW BID
December 31, 2006 $3.50 $2.36
March 31, 2007 $2.76 $1.12
June 30, 2007 $1.57 $0.92

As of August 31, 2007, we had 22 shareholders of record, which does not include
shareholders whose shares are held in street or nominee names. We believe that
there are approximately 250 beneficial owners of our common stock.

DIVIDEND POLICY
No dividends have ever been declared by the Board of Directors on our common
stock. Our losses do not currently indicate the ability to pay any cash
dividends, and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future. There are no restrictions in our
articles of incorporation or by-laws that prevent us from declaring dividends.
The Nevada Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend, we would not be
able to pay our debts as they become due in the usual course of business or our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of stockholders who have preferential
rights superior to those receiving the distribution.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity compensation plan, the Geneva Resources 2007 Stock Incentive
Plan (the "2007 Plan"). The table set forth below presents information relating
to our equity compensation plans as of the date of this Annual Report:

EQUITY PLAN COMPENSATION INFORMATION

WEIGHTED-AVERAGE NUMBER OF SECURITIES
NUMBER OF SECURITIES TO EXERCISE PRICE OF REMAINING AVAILABLE FOR
BE ISSUED UPON EXERCISE OUTSTANDING FUTURE ISSUANCE UNDER
OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS EQUITY COMPENSATION PLANS
WARRANTS AND RIGHTS AND RIGHTS (EXCLUDING COLUMN (A))
PLAN CATEGORY (A) (B) (C)

EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS

Not applicable

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS

Stock Options 1,500,000 $1.00 3,500,000

Total Options 1,500,000 3,500,000

2007 PLAN

On May 9, 2007, our Board of Directors authorized and approved the adoption of
the 2007 Plan effective May 9, 2007, under which an aggregate of 5,000,000 of
our shares may be issued.

The purpose of the 2007 Plan is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and eligible
consultants to acquire and maintain stock ownership in order to give these
persons the opportunity to participate in our growth and success, and to
encourage them to remain in our service.

The 2007 Plan is to be administered by our Board of Directors or a committee
appointed by and consisting of one or more members of the Board of Directors,
which shall determine (i) the persons to be granted Stock Options under the 2007
Plan; (ii) the number of shares subject to each option, the exercise price of
each Stock Option; and (iii) whether the Stock Option shall be exercisable at
any time during the option period up to ten (10) years or whether the Stock
Option shall be exercisable in installments or by vesting only. 2007 Plan
provides authorization to the Board of Directors to grant Stock Options to
purchase a total number of shares of our common stock not to exceed 5,000,000
shares as at the date of adoption by the Board of Directors of the 2007 Plan. At
the time a Stock Option is granted under the 2007 Plan, the Board of Directors
shall fix and determine the exercise price at which shares of our common stock
may be acquired.

In the event an optionee ceases to be employed by or to provide services to us
for reasons other than cause, retirement, disability or death, any Stock Option
that is vested and held by such optionee generally may be exercisable within
three months after the effective date that his position ceases, and after such
three month period any unexercised Stock Option shall expire. In the event an
optionee ceases to be employed by or to provide services to us for reasons of
retirement, disability or death, any Stock Option that is vested and held by
such optionee generally may be exercisable within up to one-year after the
effective date that his position ceases, and after such one-year period any
unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the
optionee, and each Stock Option will be exercisable during the lifetime of the
optionee subject to the option period up to ten (10) years or limitations
described above. Any Stock Option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the Board of Directors may determine.

The exercise price of a Stock Option granted pursuant to the 2007 Plan shall be
paid in full to us by delivery of consideration equal to the product of the
Stock Option in accordance with the requirements of the Nevada Revised Statutes.
Any Stock Option settlement, including payment deferrals or payments deemed made
by way of settlement of pre-existing indebtedness from we may be subject to such
conditions, restrictions and contingencies as may be determined.

OTHER AWARDS

The 2007 Plan further provides that, subject to the provisions of the 2007 Plan,
the Board of Directors may grant to any key individuals who are our employees
eligible to receive options one or more incentive stock options to purchase the
number of shares of common stock allotted by the Board of Directors (the
"Incentive Stock Options"). The 2007 Plan further provides that subject to
provisions of the 2007 Plan, the Board of Directors may grant to any key
individuals who are our employees eligible to receive options restricted or
unrestricted stock awards (collectively, "Stock Awards"), restricted stock units
("Units"), stock appreciation rights ("SARs"), and/or a dividend equivalent
right ("Dividend Right").

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended May 31, 2007,
to provide capital, we sold stock in private placement offerings, issued stock
in exchange for our debts or pursuant to contractual agreements as set forth
below.

PETAQUILLA MINERALS LTD.

On December 1, 2006, we issued an aggregate of 4,000,000 shares of our
restricted common stock in accordance with the terms and provisions of the San
Juan Option Agreement. The shares were issued pursuant to an exemption from
registration under Section 4(2) and Rule 903 of Regulation S of the 1933
Securities Act.

CANCELLATION OF SHARE CERTIFICATES

On approximately September 27, 2006, four of our founding shareholders returned
an aggregate of 7,500,000 shares of restricted common stock held of record to
treasury. Pursuant to board of director written consent and approval, we
subsequently cancelled the 7,500,000 shares of restricted common stock. The
7,500,000 shares of common stock were returned to treasury for no consideration
to the four shareholders in order to make our share capital more attractive to
potential investors.

PRIVATE SALE/ACQUISITION

On December 28, 2006, Marcus Johnson, our President and a member of the Board of
Directors, purchased an aggregate of 6,500,000 shares of our restricted common
stock in a series of private sales at par value of $0.001 per share for total
consideration of $6,500 from his personal funds. As of the date of this Annual
Report, there are an aggregate of 41,200,000 shares of our common stock issued
and outstanding. Therefore, Mr. Johnson holds of record an aggregate 15.8%
equity interest. See "Item 11. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters."

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The summarized consolidated financial data set forth in the tables below and
discussed in this section should be read in conjunction with our consolidated
financial statements and related notes for fiscal years ended May 31, 2007 and
2006, which financial statements are included elsewhere in this Annual Report.

________________________________________________________________________________________________________________________
FOR FISCAL YEAR ENDED MAY FOR FISCAL YEAR ENDED
31, 2007 MAY 31, 2006
(AUDITED) (AUDITED)
________________________________________________________________________________________________________________________

REVENUE -0- -0-
________________________________________________________________________________________________________________________
DIRECT COSTS -0- -0-
________________________________________________________________________________________________________________________
GROSS MARGIN -0- -0-
________________________________________________________________________________________________________________________
GENERAL AND ADMINISTRATIVE EXPENSES
________________________________________________________________________________________________________________________
Office and general 46,905 14,244
________________________________________________________________________________________________________________________
Consulting fees 348,934 8,161
________________________________________________________________________________________________________________________
Marketing and investor relations 876,243 -0-
________________________________________________________________________________________________________________________
Management fees 765,906 -0-
________________________________________________________________________________________________________________________
Mineral property expenditures 7,617,860 -0-
________________________________________________________________________________________________________________________
Professional fees 231,888 42,676
________________________________________________________________________________________________________________________
NET LOSS ($9,887,736) ($65,081)
________________________________________________________________________________________________________________________

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATION

FOR FISCAL YEAR ENDED MAY 31, 2007 COMPARED TO FISCAL YEAR ENDED MAY
31, 2006

Our net loss during fiscal year ended May 31, 2007 was approximately
($9,887,736) compared to ($65,081) for fiscal year ended May 31, 2006 (an
increase of $9,822,655).

During fiscal years ended May 31, 2007 and 2006, respectively, we did not
generate any revenue. During fiscal year ended May 31, 2007, we incurred general
and administrative expenses in the aggregate amount of $9,887,736 compared to
$65,081 incurred during fiscal year ended May 31, 2006 (an increase of
$9,822,655). The operating expenses incurred during fiscal year ended May 31,

2007 consisted of: (i) mineral property expenditures of $7,617,860 (2006: $-0-);
(ii) marketing and investor relations expenses of $876,243 (2006: $-0-); (iii)
office and general of $46,905 (2006: $14,244); (v) consulting fees of $348,934
(2006: $8,161); (vi) management fees of $765,906 (2006: $-0-); and (vii)
professional fees of $231,888 (2006: $42,676). The increase in expenses incurred
during fiscal year ended May 31, 2007 compared to fiscal year ended May 31, 2006
resulted primarily from the increase in mineral property expenditures, marketing
and investor relations. expenses and management fees based upon the increase in
scale and scope of exploratory and acquisition programs and an increase in
overall office and general expenses. The marketing and investor relations
expenses were primarily with respect to the development and preparation of
promotional material focused on the announcement of the company's Petaquilla
Option Agreement. The company was unable to complete the program due to the
pending arbitration hearing (refer Item 3 - Legal Proceedings).

Consulting fees and professional fees incurred during fiscal year ended May 31,
2007 increased pertaining to the increase in acquisition and development of our
mineral properties and related contracted services. Management fees incurred
during fiscal year ended May 31, 2007 substantially increased due to the
recording of certain non-cash expenses in connection with stock based
compensation and the grant of stock options to our officers/directors and
employees. General and administrative expenses generally include corporate
overhead, financial and administrative contracted services, marketing and
consulting costs.

Our net loss during fiscal year ended May 31, 2007 was ($9,887,736) or ($0.20)
per share compared to a net loss of ($65,081) or ($0.00) per share for fiscal
year ended May 31, 2006. The weighted average number of shares outstanding was
48,964,384 at May 31, 2007 compared to 58,362,740 at May 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.

As at fiscal year ended May 31, 2007, our current assets were $5,749 and our
current liabilities were $1,490,401, resulting in a working capital deficit of
$1,484,652. As at fiscal year ended May 31, 2007, our total assets were $5,749
consisting of cash only compared to total cash of $73,383 at fiscal year ended
May 31, 2006. As at fiscal year ended May 31, 2007, our current liabilities were
$1,490,401 compared to current liabilities of $35,970 at fiscal year ended May
31, 2006. Our current liabilities consisted of: (i) $1,028,011 in accounts
payable and accrued liabilities; (ii) $414,890 in shareholder's loan; and (iii)
$47,500 due to related parties. The increase in current liabilities was
primarily due to the increase in accounts payable and accrued liabilities
relating to the increased scale and scope of business activity.

Stockholders' equity decreased from $37,413 as at May 31, 2006 to a deficit of
($1,484,652) as at May 31, 2007.

We have not generated positive cash flows from operating activities. For the
fiscal year ended May 31, 2007, net cash flow used in operating activities was
($471,134) compared to net cash flow used in operating activities of ($90,248)
for the fiscal year ended May 31, 2006. Net cash flow used in operating
activities during fiscal year ended May 31, 2007 consisted primarily of a net
loss of ($9,887,736) adjusted by $7,400,000 in non-cash mineral property
expenditures and $965,671 in stock based compensation, and an increase of
$11,390 in accrued interest on shareholders' loan and of $1,008,840 in accounts
payable and accrued liabilities and of $30,701 due to related parties.

During fiscal year ended May 31, 2007, net cash flow provided by financing
activities was $403,500 compared to net cash flow from financing activities of
$99,927 for fiscal year ended May 31, 2006. Net cash flow provided from
financing activities during fiscal year ended May 31, 2007 pertained primarily
to $403,500 received as proceeds from shareholder advances.

PLAN OF OPERATION

Existing working capital, further advances and possible debt instruments,
anticipated warrant exercises, further private placements, and anticipated cash
flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt securities. In connection with our business
plan, management anticipates that administrative expenses will decrease as a
percentage of revenue as our revenue increases over the next twelve months.

Additional issuances of equity or convertible debt securities will result in
dilution to our current shareholders. Further, such securities might have
rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2007 and May 31, 2006 audited financial statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going concern. The financial statements have been prepared
"assuming that we will continue as a going concern," which contemplates that we
will realize our assets and satisfy our liabilities and commitments in the
ordinary course of business.

MATERIAL COMMITMENTS

As of the date of this Annual Report and other than as disclosed below, we do
not have any material commitments for fiscal year
2008.

VOLCORO OPTION AGREEMENT

Under the terms of the Volcoro Option Agreement and in order to exercise the
Volcoro Option, we are required to make the following non-refundable cash
payments to St. Elias aggregating $350,000 as follows: (i) $50,000 within five
business days from the execution of the Volcoro Option Agreement which, as of
the date of this Annual Report, has been paid; (ii) $100,000 due on or before
the 12-month anniversary of execution of the Volcoro Option Agreement; and (iii)
$200,000 due on or before the 24-month anniversary of execution of the Volcoro
Option Agreement. In accordance with further terms and provisions of the Volcoro
Option Agreement, we are further required to incur costs totally $2,5000,000 as
follows: (a) first expenditure of $500,000 to be incurred on or before the
12-month anniversary of execution of the Volcoro Option Agreement, (b) second
expenditure of $750,000 to be incurred on or before the 24-month anniversary of
execution of the Volcoro Option Agreement; and (iii) third expenditure of
$1,250,000 to be incurred on or before the 36-month anniversary of execution of
the Volcoro Option Agreement.

PETAQUILLA OPTION AGREEMENT

Under the terms of the Petaquilla Option Agreement, we are required to: (i) pay
to Petaquilla the aggregate sum of $600,000 (of which $100,000 was paid on
approximately November 17, 2006); and (ii) incur or cause to be incurred
directly or indirectly and pay for an aggregate of $6,000,000 in cumulative
exploration expenditures as follows: (a) the sum of $100,000, which has been
paid to Petaquilla); (b) issue 4,000,000 shares of restricted common stock,
which have been issued to Petaquilla; (c) payment of an additional $200,000 and
incurrence and payment of exploration expenditures of not less than $1,000,000
on or before May 31, 2007, which has not been paid or accrued due to the alleged
rescission by Petaquilla of the Petaquilla Option Agreement; (d) payment of an
additional $300,000 and incurrence and payment of exploration expenditures of
not less than $3,000,000 on or before May 31, 2008; and (e) incurrence and
payment of cumulative exploration expenditures of not less than $6,000,000 on or
before May 31, 2009.

SHAREHOLDER LOAN

On November 14, 2006, one of our shareholders advanced to Petaquilla an
aggregate of $100,000 on our behalf. Additional advances of $303,500 were
received during fiscal year ended May 31, 2007. These amounts are unsecured and
accrue interest at 10% per annum and have no established terms of repayment. As
at May 31, 2007, we owe an aggregate of $414,890 in principal and accrued
interest. Subsequent to fiscal year ended May 31, 2007, an additional $125,000
was advanced to us by the same shareholder under the same terms and conditions.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

CRITICAL ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the period. Accordingly,
actual results could differ from those estimates. Significant areas requiring
management's estimates and assumptions are determining the fair value of
transactions involving common stock and stock options. Other areas requiring
estimates include deferred tax balances, valuation allowances, allocations of
expenditures to resource property interests and asset impairment tests.

MINERAL PROPERTY EXPENDITURES

We are primarily engaged in the acquisition, exploration and development of
mineral properties.

Mineral property acquisition costs are capitalized in accordance with EITF 04-2
when management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria for capitalization are not met. In the event that mineral property
acquisition costs are paid with our shares, those shares are recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs are expensed as incurred.

When mineral properties are acquired under option agreements with future
acquisition payments to be made at our sole discretion, those future payments,
whether in cash or shares, are recorded only when we have made or are obliged to
make the payment or issue the shares. Because option payments do not meet the
definition of tangible property under EITF 04-2, all option payments are
expensed as incurred.

When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves and pre
feasibility, the costs incurred to develop such property are capitalized.

Estimated future removal and site restoration costs, when determinable are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards. Any charge is included
in exploration expense or the provision for depletion and depreciation during
the period and the actual restoration expenditures are charged to the
accumulated provision amounts as incurred.

As of the date of these financial statements, we have incurred only property
option payments and exploration costs which have been expensed.

To date we do not have established any proven or probable reserves on our
mineral properties.

ASSET RETIREMENT OBLIGATIONS

We have adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement
Obligations," which establishes standards for the initial measurement and
subsequent accounting for obligations associated with the sale, abandonment or
other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on our financial position or results
of operations. To May 31, 2007 any potential costs relating to the ultimate
disposition of our mineral property interests have not yet been determinable.

INCOME TAXES

We follow the liability method of accounting for income taxes. Under this
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at May 31, 2007, we had net operating loss carry
forwards. However, due to the uncertainty of realization we have provided a full
valuation allowance for the deferred tax assets resulting from these loss
carryforwards.

NET LOSS PER SHARE

We compute loss per share in accordance with SFAS No. 128, "Earnings per Share"
which requires presentation of both basic and diluted earnings per share on the
face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share

gives effect to all dilutive potential common shares outstanding during the
period. Dilutive loss per share excludes all potential common shares if their
effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the period.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.

STOCK-BASED COMPENSATION

On March 1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R),
SHARE-BASED PAYMENT, which addresses the accounting for stock-based payment
transactions in which an enterprise receives employee services in exchange for
(a) equity instruments of the enterprise or (b) liabilities that are based on
the fair value of the enterprise's equity instruments or that may be settled by
the issuance of such equity instruments. In January 2005, the Securities and
Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which
provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R
eliminates the ability to account for stock-based compensation transactions
using the intrinsic value method under Accounting Principles Board (APB) Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and instead generally requires
that such transactions be accounted for using a fair-value-based method. We use
the Black-Scholes-Merton ("BSM") option-pricing model to determine the
fair-value of stock-based awards under SFAS No. 123R, consistent with that used
for pro forma disclosures under SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION. We have elected the modified prospective transition method as
permitted by SFAS No. 123R and accordingly prior periods have not been restated
to reflect the impact of SFAS No. 123R. The modified prospective transition
method requires that stock-based compensation expense be recorded for all new
and unvested stock options, restricted stock, restricted stock units, and
employee stock purchase plan shares that are ultimately expected to vest as the
requisite service is rendered beginning on March 1, 2006. Stock-based
compensation expense for awards granted prior to March 1, 2006 is based on the
grant date fair-value as determined under the pro forma provisions of SFAS No.
123.

Prior to the adoption of SFAS No. 123R, we measured compensation expense for our
employee stock-based compensation plans using the intrinsic value method
prescribed by APB Opinion No. 25. We apply the disclosure provisions of SFAS No.
123 as amended by SFAS No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION -
TRANSITION AND DISCLOSURE, as if the fair-value-based method had been applied in
measuring compensation expense. Under APB Opinion No. 25, when the exercise
price of our employee stock options was equal to the market price of the
underlying stock on the date of the grant, no compensation expense was
recognized.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107, we have determined the
estimated fair value of financial instruments using available market information
and appropriate valuation methodologies. The fair value of financial instruments
classified as current assets or liabilities approximate their carrying value due
to the short-term maturity of the instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on our future reported financial position or results of
operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of this statement is not
expected to have a significant effect on our future reported financial position
or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning June 1, 2008. The adoption of this
statement is not expected to have a material effect on our future reported
financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires

an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. We do not expect that the implementation of SFAS No. 158 will have any
material impact on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning June 1, 2008. We are currently assessing the impact of SFAS No. 159 on
our financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods beginning June 1,
2007. We are currently evaluating the impact of adopting SAB No. 108 but do not
expect that it will have a material effect on our financial position and results
of operations.

ITEM 7. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm dated September 7, 2007.

Balance Sheets as at May 31, 2007 and May 31, 2006.

Statements of Operations for Fiscal Years Ended May 31, 2007 and May 31, 2006.

Statements of Cash Flows for Fiscal Years Ended May 31, 2007 and May 31, 2006.

Statement of Stockholders' Equity for the Period From April 5, 2004 (Inception)
to Fiscal Year Ended May 31, 2007.

Notes to Financial Statements.

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

MAY 31, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
________________________________________________________________________________

To the Stockholders and Board of Directors of Geneva Resources, Inc. (formerly
Geneva Gold Corp.)

We have audited the balance sheet of Geneva Resources, Inc. as at May 31, 2007
and 2006 and the statements of operations, stockholders' equity (deficit) and
cash flows for the years then ended and for the cumulative period from April 5,
2004 (date of inception) to May 31, 2007. 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. The Company's
financial statements at May 31, 2005 and for the year then ended, and for the
period April 5, 2004 (date of inception) to May 31, 2005 were audited by other
auditors whose report dated July 14, 2005 included an explanatory paragraph
regarding the Company's ability to continue as a going concern. The financial
statements for the period from April 5, 2004 (date of inception) to May 31, 2005
reflect a total net loss of $71,673 of the related cumulative totals. The other
auditors' reports have been furnished to us, and our opinion, insofar as it
relates to amounts included for such prior period, is based solely on the
reports of such other auditors.

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 an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit 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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at May 31, 2007 and 2006 and
the results of its operations and its cash flows and the changes in
stockholders' equity (deficit) for the years then ended and for the period from
April 5, 2004 (date of inception) to May 31, 2007 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, to date the Company has reported net losses since
inception from operations and requires additional funds to meet its obligations
and fund the costs of its operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management plans in
this regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, B.C.
September 7, 2007

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

May 31, May 31,
2007 2006

__________________________________________________________________________________________________________________________________

ASSETS

CURRENT ASSETS
Cash $ 5,749 $ 73,383
__________________________________________________________________________________________________________________________________

$ 5,749 $ 73,383
==================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,028,011 $ 19,171
Due to related parties (Note 6) 47,500 16,799
Shareholder's loan (Note 7) 414,890 -
__________________________________________________________________________________________________________________________________
1,490,401 35,970
__________________________________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 3 )

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
41,200,000 shares of common stock (May 31, 2006 - 67,200,000) 41,200 16,800
Additional paid-in capital 8,498,638 157,367
Deficit accumulated during the exploration stage (10,024,490) (136,754)
__________________________________________________________________________________________________________________________________

(1,484,652) 37,413
__________________________________________________________________________________________________________________________________

$ 5,749 $ 73,383
==================================================================================================================================

The accompanying notes are an integral part of these financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

Cumulative
results from
Year Year April 5, 2004
ended ended (inception) to
May 31, May 31, May 31,
2007 2006 2007
___________________________________________________________________________________________________________________

REVENUE $ - $ - $ 46,974

DIRECT COSTS - - 56,481
___________________________________________________________________________________________________________________

GROSS MARGIN (LOSS) - - (9,507)
___________________________________________________________________________________________________________________

GENERAL AND ADMINISTRATIVE EXPENSES
Office and general 46,905 14,244 92,809
Consulting fees 348,934 8,161 378,026
Marketing and investor relations 876,243 - 877,221
Management Fees 765,906 - 771,145
Mineral Property Expenditures (Note 3) 7,617,860 - 7,617,860
Professional fees 231,888 42,676 296,936
___________________________________________________________________________________________________________________
(9,887,736) (65,081) (10,033,997)
___________________________________________________________________________________________________________________

NET LOSS $ (9,887,736) $ (65,081) $ (10,024,490)
===================================================================================================================

BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.20) $ (0.00)
================================================================================ ================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
AND DILUTED 48,964,384 58,362,740
================================================================================ ================

The accompanying notes are an integral part of these financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM APRIL 5, 2004 (INCEPTION) TO MAY 31, 2007

Deficit
Common Stock Accumulated
_________________________ Additional During the
Number of Amount Paid-in Exploration
shares Capital Stage Total
__________________________________________________________________________________________________________________________________

Common stock issued for cash at $0.000397 per share
April 5, 2004 23,100,000 $ 138 $ 9,029 $ - $ 9,167

Net loss for the period - - - (5,427) (5,427)
__________________________________________________________________________________________________________________________________

Balance, May 31, 2004 23,100,000 138 9,029 (5,427) 3,740

Common stock issued for cash at $0.00238 per share
November 30, 2004 27,300,000 162 64,838 - 65,000

Net loss for the period - - - (66,246) (66,246)
__________________________________________________________________________________________________________________________________

Balance, May 31, 2005 50,400,000 300 73,867 (71,673) 2,494

Common stock issued for cash at $0.00595 per share
December 8, 2005 16,800,000 100 99,900 - 100,000

Reclassification for stock split, May 1, 2006 (Note 4) - 16,400 (16,400) - -
Net loss for the period - - - (65,081) (65,081)
__________________________________________________________________________________________________________________________________

Balance, May 31, 2006 67,200,000 16,800 157,367 (136,754) 37,413

Shares returned to treasury - September 27, 2006 (30,000,000) - - - -

Reclassification for stock split, December 1, 2006
(Note 4) - 20,400 (20,400) - -

Shares issued for Property Option Agreement -
December 1, 2006 (Note 3 & 4) 4,000,000 4,000 7,396,000 - 7,400,000

Options issued - 1,500,000 - May 9, 2007 (Note 5) - - 965,671 - 965,671

Net loss for the year - - - (9,887,736) (9,887,736)
__________________________________________________________________________________________________________________________________

Balance, May 31, 2006 41,200,000 $ 41,200 $ 8,498,638 $ (10,024,490) $ (1,484,652)
==================================================================================================================================

The accompanying notes are an integral part of these financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,887,736) $ (65,081) $ (10,024,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash mineral property expenditures 7,400,000 - 7,400,000
Stock-based compensation 965,671 - 965,671
Accrued interest on shareholder's loan 11,390 - 11,390
Changes in operating assets and liabilities:
Accounts receivable - - -
Prepaid expenses - 8,375 -
Due to related parties 30,701 7,285 47,500
Accounts payable and accrued liabilities 1,008,840 (40,827) 1,028,011
_________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES (471,134) (90,248) (571,918)
_________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock - 100,000 174,167
Proceeds from shareholder advances 403,500 - 403,500
Repayments to related parties - (73) -
_________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES 403,500 99,927 577,667
_________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH (67,634) 9,679 5,749

CASH, BEGINNING 73,383 63,704 -
_________________________________________________________________________________________________________________________________

CASH, ENDING $ 5,749 $ 73,383 $ 5,749
============================================================================== ================ ============== ==================

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
Interest paid $ - $ - $ -
============================================================================= ================= ================ ==================

Income taxes paid $ - $ - $ -
============================================================================= ================= ================ ==================

The accompanying notes are an integral part of these financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2007
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

The Company was incorporated in the State of Nevada on April 5, 2004. The
Company was initially formed to engage in the business of reclaiming and
stabilizing land in preparation for construction in the United States of
America. On November 27, 2006 the Company filed Articles of Merger with the
Secretary of State of Nevada in order to effectuate a merger whereby the Company
(as Revelstoke Industries, Inc.) would merge with its wholly-owned subsidiary,
Geneva Gold Corp. This merger became effective as of December 1, 2006 and the
Company changed its name to Geneva Gold Corp. On March 1, 2007, the Company
(Geneva Gold Corp) merged with its wholly-owned subsidiary, Geneva Resources,
Inc., pursuant to Articles of Merger that the Company filed with the Nevada
Secretary of State. This merger became effective March 1, 2007 and the Company
changed its name to Geneva Resources, Inc.

During the quarter ended November 30, 2006 the Company entered the business of
exploration of precious metals with a focus on the exploration and development
of gold deposits in North America and Internationally. During the period the
Company entered into Option Agreements to obtain mineral leases in Canada,
Panama, Peru and Nigeria.

The Company has elected a fiscal year of May 31. On May 5, 2006 the Company
completed a forward stock split by the issuance of 42 new shares for each 1
outstanding share of the Company's common stock. On October 13, 2006 the Company
completed a forward stock split by the issuance of 4 new shares for each 1
outstanding share of the Company's stock.

GOING CONCERN
To date the Company has generated minimal revenues from its business operations
and has incurred operating losses since inception of $10,024,490. As at May 31,
2007, the Company has a working capital deficit of $1,484,652. The Company
requires additional funding to meet its ongoing obligations and operating
losses. The ability of the Company to continue as a going concern is dependant
on raising capital to fund its initial business plan and ultimately to attain
profitable operations. Accordingly, these factors raise substantial doubt as to
the Company's ability to continue as a going concern. The Company intends to
continue to fund its mineral exploration business by way of private placements
and advances from related parties as may be required.

COMPARATIVE FIGURES
Certain comparative figures have been reclassified in order to conform to the
current year's financial statement presentation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.

USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the period. Actual results could differ
from those estimates. Significant areas requiring management's estimates and
assumptions are determining the fair value of transactions involving common
stock, and stock options. Other areas requiring estimates include deferred tax
balances, valuation allowances, allocations of expenditures to resource property
interests and asset impairment tests.

MINERAL PROPERTY EXPENDITURES
The Company is primarily engaged in the acquisition, exploration and development
of mineral properties.

Mineral property acquisition costs are capitalized in accordance with EITF 04-2
when management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria for capitalization are not met. In the event that mineral property
acquisition costs are paid with Company shares, those shares are recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

Mineral property exploration costs are expensed as incurred.

When mineral properties are acquired under option agreements with future
acquisition payments to be made at the sole discretion of the Company, those
future payments, whether in cash or shares, are recorded only when the Company
has made or is obliged to make the payment or issue the shares. Because option
payments do not meet the definition of tangible property under EITF 04-2, all
option payments are expensed as incurred.

As of the date of these financial statements, the Company has incurred only
property option payments and exploration costs which have been expensed.

To date the Company has not established any proven or probable reserves on its
mineral properties.

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale, abandonment
or other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Company's financial position
or results of operations. To May 31, 2007 any potential costs relating to the
ultimate disposition of the Company's mineral property interests have not yet
been determinable.

INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at May 31, 2007 the Company had net operating loss
carry forwards. However, due to the uncertainty of realization the Company has
provided a full valuation allowance for the deferred tax assets resulting from
these loss carryforwards.

NET LOSS PER SHARE
The Company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the period.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

STOCK-BASED COMPENSATION
On March 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No.
123R), SHARE-BASED PAYMENT, which addresses the accounting for stock-based
payment transactions in which an enterprise receives employee services in
exchange for (a) equity instruments of the enterprise or (b) liabilities that
are based on the fair value of the enterprise's equity instruments or that may
be settled by the issuance of such equity instruments. In January 2005, the
Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB)
No. 107, which provides supplemental implementation guidance for SFAS No. 123R.
SFAS No. 123R eliminates the ability to account for stock-based compensation
transactions using the intrinsic value method under Accounting Principles Board
(APB) Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and instead
generally requires that such transactions be accounted for using a
fair-value-based method. The Company uses the Black-Scholes-Merton ("BSM")
option-pricing model to determine the fair-value of stock-based awards under
SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. The Company has elected the
modified prospective transition method as permitted by SFAS No. 123R and
accordingly prior periods have not been restated to reflect the impact of SFAS
No. 123R. The modified prospective transition method requires that stock-based
compensation expense be recorded for all new and unvested stock options,
restricted stock, restricted stock units, and employee stock purchase plan
shares that are ultimately expected to vest as the requisite service is rendered
beginning on March 1, 2006. Stock-based compensation expense for awards granted
prior to March 1, 2006 is based on the grant date fair-value as determined under
the pro forma provisions of SFAS No. 123.

Prior to the adoption of SFAS No. 123R, the Company measured compensation
expense for its employee stock-based compensation plans using the intrinsic
value method prescribed by APB Opinion No. 25. The Company applied the
disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, ACCOUNTING FOR
STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE, as if the fair-value-based
method had been applied in measuring compensation expense. Under APB Opinion No.
25, when the exercise price of the Company's employee stock options was equal to
the market price of the underlying stock on the date of the grant, no
compensation expense was recognized.

The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to date.

FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.

RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re- measurement for
any hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

characterization of declines in fair value as impairments or direct write-downs.
SFAS No. 156 is effective for an entity's first fiscal year beginning after
September 15, 2006. This adoption of this statement is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning June 1, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning June 1, 2008. The Company is currently assessing the impact of SFAS
No. 159 on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods beginning June 1,
2007. The Company is currently evaluating the impact of adopting SAB No. 108 but
does not expect that it will have a material effect on its financial position
and results of operations.

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A) GEORGES LAKE PROPERTY
On October 20, 2006 the Company entered into a "Mineral Property Option
Agreement", with War Eagle Mining Company, Inc., a TSX Venture Exchange company
("War Eagle") pursuant to which War Eagle has granted the Company the sole and
exclusive option to acquire a 70% undivided interest in and to seven mineral
claims comprising a total of 979 hectares, which are located in the Province of
Saskatchewan, Canada.

In order to exercise its Option the Company is required to incur, or cause to be
incurred, on or before December 31, 2008, expenditures in connection with the
Property of not less than $1,000,000 pursuant to a work program or work programs
commenced and operated by the operator thereon. Upon exercise of the Option, if
any, the parties further interests in and to the property will be determined
through an industry standard joint venture agreement which will be deemed to be
effective upon the exercise of the Option. No cash consideration has been paid
for the option and no costs have been incurred as of May 31, 2007.

(B) SAN JUAN PROPERTY
On November 16, 2006 the Company entered into a "Property Option Agreement" with
Petaquilla Minerals Ltd ("Petaquilla"), a TSX Venture Exchange company.
Petaquilla therein has granted the Company the sole and exclusive option to
acquire up to a 70% undivided interest in and to five exploration concessions
situated in the Republic of Panama which are owned and controlled by
Petaquilla's wholly-owned subsidiary.

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

In order to exercise the initial portion of its Option (the "First Option") to
acquire an initial 60% undivided interest in and to the property the Company is
required: (i) to pay to Petaquilla the aggregate sum of $600,000 in cash, as
noted in 1, 3 and 4 below;
(ii) issue Petaquilla 4,000,000 common shares from the treasury of the Company;
and (iii) incur, or cause to be incurred, directly or indirectly, and pay for an
aggregate of $6,000,000 in exploration expenditures as follows:

1. The sum of $100,000 in cash (paid).
2. 4,000,000 common shares of the Company to be issued and delivered to
Petaquilla within five business days from the execution and delivery
of the Option Agreement. On December 1, 2006 the Company issued to
Petaquilla 4,000,000 common shares from the treasury of the Company,
at which time Petaquilla became a significant shareholder of the
Company. The estimated fair value of the 4,000,000 shares was
$7,400,000 and has been recorded as mineral property expenditures and
included in operating results for the year ended May 31, 2007.
3. An additional $200,000 in cash and exploration expenditures of not
less than $1,000,000 to be incurred and paid, both on or before May
31, 2007. An additional $300,000 in cash and exploration expenditures
of not less than $3,000,000 to be incurred and paid, both on or before
May 31, 2008.
4. Cumulative exploration expenditures of not less than $6,000,000 to be
incurred and paid on or before May 31, 2009. Subject to the prior
exercise of the First Option, and in accordance with the terms and
conditions of the Option Agreement, Petaquilla has therein also
granted to the Company the exclusive right and further option (the
"Second Option") to increase the Company's undivided interest in the
property from 60% to 70% by incurring and paying for an additional
$3,000,000 in exploration expenditures during the period between
exercise of the First Option and May 31, 2010.
5. During the term of the Option Agreement Petaquilla is entitled to
nominate up to 40% of the total number of directors of the Company.
6. In addition, the Company is to establish a stock option plan which
allocates not less than 15% of the then issued shares in the capital
of the Company for the granting of options and shall grant to
Petaquilla, or its nominees stock options equal in number to not less
than one-third of the number of options allocated under such plan.

On January 30, 2007 the Company was alerted to a news release from Petaquilla
that it had resolved to rescind its Property Option Agreement with the Company.
The Company has disputed the alleged rescission and advised Petaquilla that the
Option is in good standing. Consequently, on February 13, 2007 the Company in
accordance with the provisions of the Agreement, and as a consequence of
Petaquilla's purported rescission of the Agreement, filed a notice with the
British Columbia International Commercial Arbitration Centre seeking
arbitration. On March 5, 2007 the Company filed its Statement of Claim with the
arbitrators seeking specific performance of the Agreement and damages. On April
10, 2007 Petaquilla filed a Statement of Defence. The parties are awaiting
formal arbitration proceedings and accordingly the outcome of the arbitration is
presently not determinable. Accordingly, no further amounts have been accrued in
the financial statements relating to this agreement.

(C) VILCORO GOLD PROPERTY
On February 23, 2007, the Company entered into a "Property Option Agreement"
with St. Elias Mines Ltd. ("St. Elias"), a publicly traded company on the TSX
Venture exchange, to acquire not less than an undivided 66% legal, beneficial
and registrable interest in certain mining leases in Peru comprised of
approximately 600 hectares in Peru.

Under the terms of the Property Option Agreement, and in order to exercise its
Option to acquire the properties, the Company is required to make the following
non-refundable cash payments to St. Elias totaling $350,000 in the following
manner:
1. Payment of $50,000 in cash (paid)
2. The second payment of $100,000 is due on or before the twelve-month
anniversary of the signing of the Property Option Agreement.
3. The third payment of $200,000 cash and 50,000 shares of the Company's
common stock are due on or before the twenty-fourth-month anniversary
of the signing of the Property Option Agreement.

The Company is also required to incur exploration costs totaling $2,500,000 as
follows:
1. expenditures of $500,000 are to be incurred on or before the twelve
month anniversary of the signing of the Property Option Agreement.
2. expenditures of $750,000 are to be incurred on or before the twenty
fourth month anniversary of the signing of the Property Option
Agreement; and

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

3. expenditures of $1,250,000 are to be incurred on or before the thirty
sixth month anniversary of the signing of the Property Option
Agreement.

Also under the terms of the Property Option Agreement, St. Elias will be the
operator of the properties and will receive an 8% operator fee on all
exploration expenditures. Once the Company exercises the Option, the Company
agrees to pay 100% of all ongoing exploration, development and production costs
until commercial production and the Company has the right to receive 100% of any
cash flow from commercial production of the properties until it has recovered
its production costs, after which the cash flow will be allocated 66% to the
Company and 34% to St. Elias.

(D) ALLIED MINERAL PROPERTY

Effective April 30, 2007, the Company entered into a "Property
Financing and Operating Agreement" with Allied Minerals Inc. ("Allied"), a
company incorporated under the laws of the Federal Republic of Nigeria. Pursuant
to the Agreement, Allied granted the Company the exclusive right and option, to
acquire an initial and undivided 65% beneficial and economic interest in and to
certain mineral licenses, claims, concessions or reservations situated in
Nigeria.

Under the terms of the Agreement, the Company was granted a forty five
day due diligence period starting on the effective date of the Agreement which
has subsequently been extended twice, on June 12, 2007 and August 7, 2007. If
the Company does not provide Allied with written notice to proceed (the
"Notice") the Agreement shall be terminated.

If the Company provides Allied with written notice to proceed, under
the terms of the Agreement, the Company will be deemed to have exercised the
Option, and shall be entitled to an undivided initial 65% and economic interest
in and to the Property, provided that the Company:

1. Grants to Allied, within five business days of the date of the notice
to proceed 300,000 stock options to acquire an equivalent number of
common shares of the Company, with the Share Options being exercisable
for a period of three years from the grant date at an exercise price
equal to the five-day average trading price of the Company's shares
preceeding the date of delivery of the notice to proceed; and
2. Fund certain expenditures on the Property totaling not less than
$3,000,000 commencing after the Notice to Proceed is given.
3. Each of the Company and Allied will have the right to appoint one
representative to the Board of Directors of the other party.
4. The Company will be the operator of the Property and the Company and
Allied will establish a Management Committee to determine overall
policies and objectives with a view to bringing the Property into
commercial production as a mine.
5. The Company will be required to contribute 100% of all costs with
respect to the Property. Following commencement of commercial
production, if any, the net profit interests will be 35% Allied and
65% for the Company until such time a the Company has recovered 175%
of its preproduction and production costs, after which the Company
shall be entitled to received 52% of all cash flow from the Property
and Allied shall be entitled to receive 48% of all cash flow from the
Property.
6. If and when the Company has recovered 175% of its costs as set forth
in item 5 and commercial production reaches 250 tons of mineral
product per day, the Company will issue to the order and direction of
Allied 250,000 fully paid and non-assessable shares from the Company's
treasury.

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

The Company's capitalization is 200,000,000 common shares with a par value of
$0.001 per share. On January 12, 2007 shareholders consented to increase the
authorized share capital of the Company from 50,000,000 shares of common stock
to 200,000,000 shares of common stock with the same par value of $0.001 per
share.

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

On May 1, 2006, a majority of shareholders and the directors of the Company
approved a special resolution to undertake a forward stock split of the common
stock of the Company on a 42 new shares for 1 old share basis whereby 16,400,000
common shares were issued pro-rata to shareholders of the Company as of the
record date on May 1, 2006.

On September 27, 2006 four founding shareholders each returned 7,500,000 (pre -
4:1 Forward Split) of their restricted founders' shares, previously issued at
$0.0016 - $0.009 (pre - 4:1 Forward Split) per share, to treasury and the shares
were subsequently cancelled by the Company. The shares were returned to treasury
for no consideration to the founding shareholders.

On October 13, 2006, a majority of the Board of Directors approved by way of a
stock dividend to undertake a forward stock split of the common stock of the
Company on a 4 new shares for 1 old share basis whereby 27,900,000 common shares
were issued pro-rata to shareholders of the Company as of October 13, 2006.

All references in these financial statements to number of common shares, price
per share and weighted average number of common shares outstanding prior to the
42:1 forward split and the 4:1 forward split have been adjusted to reflect these
stock splits on a retroactive basis, unless otherwise noted.

On December 1, 2006 the Company issued 4,000,000 common shares in connection
with a Property Option Agreement. The Company has recorded $7,400,000 as being
the estimated fair value of the shares. (Refer to Note 3 (b)).

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

On May 9, 2007 the Board of Directors of the Company ratified, approved and
adopted a Stock Option Plan for the Company in the amount of 5,000,000 shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide services to the Company for reasons other than cause,
any Stock Option that is vested and held by such optionee maybe exercisable
within up to ninety calendar days after the effective date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock Option held by an optionee at the time of his death may be exercised by
his estate within one year of his death or such longer period as the Board of
Directors may determine. On May 9, 2007 the Board of Directors of the Company
ratified and approved under the Company's existing Stock Option Plan the
issuance of 1,500,000 shares for ten years at $1.00 per share.

On May 9, 2007 the Company granted 1,500,000 stock options to officers,
directors and consultants of the Company at $1.00 per share. All options vested
immediately upon date of grant. The term of these options are ten years. The
total fair value of these options at the date of grant was $965,671, and was
estimated using the Black-Scholes option pricing model with an expected life of
3 years, a risk free interest rate of 4.49%, a dividend yield of 0% and expected
volatility of 164% and has been recorded as stock based compensation expense
during the year ended May 31, 2007. The intrinsic value of all stock options
outstanding as of May 31, 2007 was $840,000.

A summary of the Company's stock options as of May 31, 2007 and changes during
the period ended is presented below: There were 1,500,000 stock options granted
in fiscal 2007.

_______________________________________________________________________________________________________________________________
Number of Options Weighted average exercise Weighted average remaining
Price per share Contractual life (in years)
_______________________________________________________________________________________________________________________________

Outstanding at May 31, 2005 - - -
_______________________________________________________________________________________________________________________________
Granted - - -
_______________________________________________________________________________________________________________________________
Exercised - - -
_______________________________________________________________________________________________________________________________
Outstanding at May 31, 2006 - - -
_______________________________________________________________________________________________________________________________
Granted 1,500,000 - -
_______________________________________________________________________________________________________________________________
Exercised - - -
_______________________________________________________________________________________________________________________________
OUTSTANDING AT MAY 31, 2007 1,500,000 $1.00 9.90
_______________________________________________________________________________________________________________________________

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

A company which is owned by a significant shareholder of the Company was owed
$16,799 for consulting and sub-contracts on land stabilization programs which
were provided in the year ended May 31, 2005. On November 15, 2006 the amount
was waived by the shareholder and has been recorded as a recovery of consulting
fees. The amount payable was unsecured, non-interest bearing and had no set
terms of repayment.

MANAGEMENT FEES
During the year ended May 31, 2007, the Company paid officers and directors
$57,747 for management and director fees (2006 -$nil). Of this amount $$47,500
was still owed to the officers and directors as of May 31, 2007 (2006 - $nil).
Directors and officers were also granted 1,100,000 stock options valued at a
total of $708,160. (See Note 5)

NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006 a significant shareholder of the Company advanced $100,000
to Petaquilla on behalf of the Company (Refer to Note 3). Additional advances of
$303,500 were received by the Company during the year ended May 31, 2007. These
amounts are unsecured, bear interest at 10% per annum, and have no set terms of
repayment. The total amount outstanding as of May 31, 2007 including accrued
interest is $414,890 (2006 - $nil). Subsequent to May 31, 2007 an additional
$125,000 was advanced by the same shareholder under the same terms and
conditions.

NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes. As of May 31,
2007, the Company had net operating loss carry forwards of approximately
$9,058,000 that may be available to reduce future years' taxable income through
2026. Future tax benefits which may arise as a result of these losses have not
been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carryforwards.

The Company reviews its valuation allowance requirements on an annual basis
based on projected future operations. When circumstances change and this causes
a change in management's judgment about the recoverability of future tax assets,
the impact of the change on the valuation allowance is generally reflected in
current income.

A reconciliation of income tax computed at the federal and state statutory tax
rates and the Company's effective tax rate is as follows:

Year ended Year ended
May 31, 2007 May 31, 2006
____________________________________________________________________________________________________________________________

Federal income tax provision at statutory rate 35.0% 35.0%
____________________________________________________________________________________________________________________________

Total income tax provision 35.0% 35.0%
____________________________________________________________________________________________________________________________

NOTE 8 - INCOME TAXES (CONTINUED)
________________________________________________________________________________

The actual income tax provisions differ from the expected amounts calculated by
applying the combined federal and state corporate income tax rates to the
Company's loss before income taxes. The components of these differences are as
follows:

2007 2006
____________________________________________________________________________________________________________________________

Loss before income taxes $ (9,887,736) $ (65,081)
Corporate tax rate 35.00% 35.00%
____________________________________________________________________________________________________________________________

Expected tax expense (recovery) (3,460,708) (22,778)

Decrease resulting from:
Non-deductible stock option expenses 337,985 -
Valuation allowance 3,125,723 22,778
____________________________________________________________________________________________________________________________
Future income tax provision (recovery) $ - $ -
____________________________________________________________________________________________________________________________

The Company's deferred tax asset is as follows:

2007 2006
____________________________________________________________________________________________________________________________

Long-term deferred tax asset
Net operating loss carry forwards $ 3,170,300 $ 47,950
Valuation allowance (3,170,300) (47,950)
____________________________________________________________________________________________________________________________
$ - $ -
____________________________________________________________________________________________________________________________

As the criteria for recognizing future income tax assets have not been met due
to the uncertainty of realization, a valuation allowance of 100% has been
recorded for the current and prior year.

NOTE 9 - SUBSEQUENT EVENTS
________________________________________________________________________________

The Company is in the process of raising funds under a private placement
financing. Units are being offered at $1.00 per share and 1 warrant exercisable
at $1.50 for twelve months. To date the Company has received $400,000.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On August 11, 2007, our Board of Directors approved and authorized the
engagement of the services of Dale Matheson Carr-Hilton LaBonte LLP Chartered
Accountants ("DMCL") as the independent registered public accounting firm. The
address for DMCL is 1140 West Pender Street, Suite 1500, Vancouver, British
Columbia, Canada V6E 4G1.

We did not previously contact DMCL prior to its engagement regarding application
of accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements,
and neither written nor oral advice was sought by us from DMCL prior to its
engagement regarding an important factor considered by us in reaching a decision
as to the accounting, auditing or financial reporting issue.
ITEM 8A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the participation of
our management, including Marcus Johnson, our President/Chief Executive Officer
("CEO") and D. Bruce Horton, our Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures as of May 31, 2007. Based on that evaluation, Messrs. Johnson and
Horton concluded that our disclosure controls and procedures were effective as
of such date to ensure that information required to be disclosed in the reports
that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. Such officers also confirmed that there was no change in our internal
control over financial reporting during the year ended May 31, 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

AUDIT COMMITTEE

The Board of Directors has established an audit committee. The members of the
audit committee are Mr. Marcus Johnson, and Mr. Steven Jewett. One of the two
members of the audit committee are "independent" within the meaning of Rule
10A-3 under the Exchange Act. The audit committee was organized on October 20,
2006 and operates under a written charter adopted by our Board of Directors.

The audit committee has reviewed and discussed with management our audited
financial statements as of and for fiscal year ended May 31, 2007. The audit
committee has also discussed with Dale Matheson Carr-Hilton LaBonte LLP the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants. The audit committee
has received and reviewed the written disclosures and the letter from Dale
Matheson Carr-Hilton LaBonte LLP required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, as amended, and
has discussed with Dale Matheson Carr-Hilton LaBonte LLP their independence.

Based on the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the audited financial statements
referred to above be included in our Quarterly Report on Form 10-KSB for fiscal
year ended May 31, 2007 filed with the Securities and Exchange Commission.

ITEM 8B. OTHER INFORMATION

Not applicable.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.

As of the date of this Annual Report our directors and executive officers, their
ages, positions held are as follows:

NAME AGE POSITION WITH THE COMPANY

Marcus Johnson 58 President/Chief Executive Officer
and a Director

D. Bruce Horton 61 Chief Financial Officer/Secretary/
Treasurer and a Director

Steve Jewett 68 Director

Duncan Bain 52 Director

Mark Campbell 49 Director

Stacey Kivel 40 Director

The following describes the business experience of each of our directors and
executive officers, including other directorships held in reporting companies:

MARCUS JOHNSON. Marcus Johnson has been our President/Chief Executive
Officer/Principal Executive Officer and a director since March 2006. For the
past ten years, Mr. Johnson has been active in management in both the private
and public sectors as a consultant to management with an emphasis on investor
relations and awareness. Mr. Johnson has performed consulting services for
Intergold Corporation, now known as Lexington Resources, Inc., and Vega-Alantic
Corporation, now known as Transax International Limited. Mr. Johnson is a
professional architect and a member of the American Institute of Architects. Mr.
Johnson has been the professional architectural consultant of record on various
commercial projects and is a consultant to Exterior Research & Design LLC, where
he is currently retained as an expert for determining architectural management
standards.

D. BRUCE HORTON. D. Bruce Horton has been our Secretary/Treasurer/Chief
Financial Officer and a director since March 2006. During the past five years,
Mr. Horton has been active in the financial arena in both the private and public
sectors as an accountant and financial management consultant with an emphasis on
corporate financial reporting, financing and tax planning. Mr. Horton has
specialized in corporate management, re-organization, merger and acquisition,

international tax structuring, and public and private financing for over thirty
years. From 1972 through 1986, Mr. Horton was a partner in a public accounting
firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage Corporation,
of which he was a director and chief financial officer from June 1986 to May
1997. He is a principal in Calneva Financial Ltd. that provides accounting and
financial management consulting services as well as investment banking services
focusing on venture capital opportunities in Asia. Mr. Horton is also director
and audit committee member to Morgan Creek Energy Corp. and is president and
director of Nu-Mex Uranium, Corp.

STEPHEN JEWETT. Stephen Jewett has been a director since May 2006. Since 1978,
Mr. Jewett has been the owner of Stephen Jewett - Chartered Accountants. During
his career, Mr. Jewett was auditor of several public companies. Mr. Jewett
received his degree as a Chartered Accountant from the Institute of Chartered
Accountants of British Columbia and is the audit committee's financial expert.

DUNCAN BAIN. Duncan Bain has been a director since May 2007. Mr. Bain graduated
from University of Western Ontario in 1977 with a B.Sc. in geology. He has
practiced as an exploration and mine geologist for 30 years in a number of
countries, including Canada, Colombia, Peru, Mexico, the United States, China,
New Guinea, Portugal and Saudi Arabia. Mr. Bain formed his own consulting firm,
Duncan Bain Consulting Ltd., in 1986, and he has designed, budgeted, and
supervised exploration programs that included airborne and ground-based
geophysics, mapping, geochemical sampling and both surface and underground
drilling programs. Mr. Bain holds a Professional Geoscientist (P.Geo.)
designation, is a Fellow of the Geological Association of Canada, and is a
member of the Prospectors and Developers Association of Canada. Since March
2006, Mr. Bain has served as a director of Tao Minerals Ltd., a Nevada
corporation that is publicly traded on the OTCBB. He is also a director of St.
Elias Mines Ltd., a Canadian junior resource company based in Canada that is
publicly traded on the TSX Venture Exchange. He is currently in the process of
completing a Ph.D. in geology while continuing to act as a geological
consultant.

MARK CAMPBELL. Mark Campbell has been a director since June 2007. Mr. Campbell
is also an executive vice president and founder of Rodeo Resources, Inc., a
privately owned oil and gas exploration company with natural gas operations in
Cameroon, Africa. In addition, he currently sits on the board of Texas Star
Petroleum, a privately owned company. Previously, Mr. Campbell was founder and
chief executive officer of Frontier Drilling and Oilfield Services based in
Cairo, Egypt, which had oilfield service operations throughout Africa. Mr.
Campbell was an advisor to Centamin Resources, a gold mining company focusing on
opportunities in Egypt. He was also a principal of T. Hoare & Company, a
corporate broker with its primary focus on oil, gas and mining. Over his broad
career, Mr. Campbell spent seven years as head of Asian Capital Markets for the
international brokerage firm of Lehman Brothers, headed the Asian capital
markets section for Chase Manhattan Asia, and was head of convertible
bonds/capital markets at Solomon Brothers International.

STACEY KIVEL. Ms. Kivel has been a memebr of our Board of Directors since
February 7, 2007 and previously was our President and Chief Executive Officer
until her recent reisgnation. Ms. Kivel's previous experience involves her role
as general council, particularly in the areas of corporate finance,
international mining, acquisitions,, government and investor relations,
corporate governance, intellectual property, media and communications. She is

also a specialist on Africa and Middle East government relations. Ms. Kivel has
performed as vice president business development and legal affairs as well as
company secretary for a junior oil and gas exploration and production company
listed on the London Stock Exchange (AIM) with drilling operations in West
Africa. In acting as the firm's lead on corporate development, she assisted in
all areas required to build the company's asset base, financial backing and
corporate structure. This included negotiating agreements and overseeing
corporate relations with host governments in West Africa whilst maintaining the
internal structure of this listed company. Ms. Kivel successfully assisted the
company through a bidding and lobbying exercise to acquire oil exploration
rights in Nigeria. She subsequently helped negotiate production sharing
contracts and joint operating agreements for the acquisition of some of the most
sought after oil and gas exploration assets in Nigeria, the cost of which were
in the hundreds of millions of dollars. She assisted in structuring two private
placements totaling US $310,000 and a bridge financing for US $65,000,000 which
provided finance for the company's expansion. At the same time she was
responsible as corporate secretary and head of legal for the company's
compliance, their listing, corporate governance, human resources, board
structure and legal records.

Ms. Kivel has been advising companies on corporate development and expansion
into Africa and the Middle East for more than ten years and has developed a
network of government leaders and corporate executives working and investing in
these regions. Her career has involved a wide range of public and private
corporate transactions dealing with individual companies and governments around
the world. These range from brokering the sale of a distressed German
multinational company in 2005 to expanding opportunities for London-based Rotch
Group's (now Consensus) international expansion.

In June 2000 to 2003 she acted as special advisor to the President for the
Republic of Gabon. Ms. Kivel advised the office of the President of the
Republic, the Gabon Ministry of Finance and Air Gabon on a strategy to obtain
offset credits as a result of the purchase of new Boeing aircraft.

Ms. Kivel began her career as a corporate attorney specializing in intellectual
property and acquisitions in the entertainment industry. She acted as general
council and head of acquisitions for two California-based firm distributors, one
of which she helped grow to a $100 million entity, specializing in negotiating
distribution and finance agreements to acquire international film and television
distribution rights. She subsequently headed the International Government
Relations and Business Development department for the Middle East and Africa at
Instructional Investor Magazine. Following this, she consulted in the same area
for the International Herald Tribune, significantly increasing the international
customer base for both the publications.

Ms. Kivel graduated from Pepperdine University School of Law in Malibu
California and subsequently became an accredited member of the California Bar.
She received her undergraduate Degree in Finance with a minor in Economics from
the University of Massachusetts School Of Management and carried out additional
studies at Stanford University and the American University of Paris.

TERM OF OFFICE

SIGNIFICANT EMPLOYEES

There are no other significant employees. All services are provided to us on a
consulting basis.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed promoters is or have been involved in any legal proceeding
concerning (i) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (ii) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (iii) being subject to any order,
judgment or decree, not subsequently reversed, suspended, or vacated, of any
court of competent jurisdiction permanently or temporarily enjoining, barring,
suspending or otherwise limiting involvement in any type of business, securities
or banking activity; or (iv) being found by a court, the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law (and the judgment has not been
reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended May 31, 2007.

ITEM 10. EXECUTIVE COMPENSATION

During fiscal year ended May 31, 2007, with the exception of Ms. Stacey Kivel,
none of our directors or officers received an annual salary and bonus. Our
officers and directors may be reimbursed for any out-of-pocket expenses incurred
by them on our behalf. We presently have no pension, health, annuity, insurance,
profit sharing or similar benefit plans.

SUMMARY COMPENSATION TABLE

___________________________________________________________________________________________________________________________________
NON-EQUITY NON-QUALIFIED ALL OTHER
INCENTIVE PLAN DEFERRED COMPENSATION
COMPENSATION COMPENSATION
STOCK OPTION EARNINGS
NAME AND PRINCIPAL SALARY BONUS AWARDS AWARDS TOTAL
POSITION YEAR ($) ($) ($) ($) (1) ($) ($) ($) ($)
___________________________________________________________________________________________________________________________________

Marcus Johnson,
President and CEO 2007 $42,500 -0- -0- $64,380 --- --- --- $106,880
___________________________________________________________________________________________________________________________________

Stacey Kivel,
Prior
President/Chief
Executive Officer 2007 -0- -0- -0- $321,900 --- --- --- $321,900
___________________________________________________________________________________________________________________________________

D. Bruce Horton,
Treasurer/Chief
Financial Officer 2007 $-0- -0- -0- $64,380 --- --- --- $64,380
___________________________________________________________________________________________________________________________________

(1) This amount represents the fair value of these stock options at the date of
grant which was estimated using the Black-Scholes option pricing model.

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MAY 31, 2007

The following table sets forth information as at May 31, 2007 relating to
options that have been granted to the Named Executive Officers:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS STOCK AWARDS
Equity
Equity Market Incentive Plan
Number of Number of Incentive Plan Number of Value of Awards: Number
Securities Securities Awards: Number Shares or Shares or of Unearned
Underlying Underlying of Securities Units of Units of Shares, Units
Unexercised Unexercised Underlying Option Option Stock That Stock or Other
Options Options Unexercised Exercise Expiration Have Not That Have Rights That
Exercisable Unexercisable Unearned Options Price Date Vested Not Vested Have Not Vested
Name (#) (#) (#) ($) (#) ($) (#) (#)

Marcus Johnson 100,000 -0- -0- 1.00 May 9, 2017 -0- -0- -0-
President/CEO
D. Bruce Horton 100,000 -0- -0- 1.00 May 9, 2017 -0- -0- -0-
Treasurer/CFO
Stacey Kivel/Prior 500,000 -0- -0- 1.00 May 9, 2007 -0- -0- -0-
President/CEO

Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Name Not Vested

Marcus Johnson
President/CEO -0-
D. Bruce Horton
Treasurer/CFO -0-
Stacey Kivel/Prior
President/CEO -0-

DIRECTOR COMPENSATION TABLE

During fiscal year ended May 31, 2007, certain of our directors received
compensation for their services rendered as a member of our Board of Directors.

Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($)(1) ($) ($) ($) ($)

Marcus Johnson -0- -0- (2) -0- -0- -0- -0-
Terence F. Schorn -0- -0- -0- -0- -0- -0- -0-
Stacey Kivel $15,185.50 -0- (2) -0- -0- -0- $15,185.50
D. Bruce Horton -0- -0- (2) -0- -0- -0- -0-
Steve Jewett -0- -0- $64,380 -0- -0- -0- $64,380
Duncan Bain -0- -0- $64,380 -0- -0- -0- $64,380

(1) This amount represents the fair value of these stock options at the date of
grant which was estimated using the Black-Scholes option pricing model.
(2) Stock Options granted as reflected above in the Summary Compensation Table
for services rendered in accordance with executive positions.

EMPLOYMENT AND CONSULTING AGREEMENTS

During fiscal year ended May 31, 2007, we entered into an executive services
agreement dated May 24, 2007 with Stacey Kivel, our prior President and Chief
Executive Officer, as described below. As of the date of this Annual Report, we
have not entered into any other employment or consulting agreements with our
Named Executive Officers or directors.

EXECUTIVE SERVICES AGREEMENT

On May 24, 2007, we entered into an executive services agreement with Stacey
Kivel (the "Executive Services Agreement"). Pursuant to the terms and provisions
of the Executive Services Agreement: (i) Ms. Kivel agreed to act as our
President and Chief Executive Officer on a full-time basis; (ii) we agreed to
pay a gross monthly salary of $25,000, which was to be incurred on an annual
basis; (iii) Ms. Kivel was entitled to a $5,000 monthly director's fee; (iv) Ms.
Kivel was entitled to an annual incentive bonus as determined by the Board of
Directors as well as certain other benefits as provided therein; and (v) Ms.
Kivel was entitled to 500,000 stock options to acquire 500,000 shares of our
common stock at an exercise price of $1.00 per share exercisable for a period of
ten years. The Executive Services Agreement could be terminated by either party
without cause upon 180 days prior written notice or by either party upon ten
days prior written notice in the event of the other party's failure to either
cure a material breach, willfully non-comply with its obligations; engage in
fraud or serious misconduct, or bankruptcy.

During fiscal year ended May 31, 2007, we paid Ms. Kivel an aggregate of $15,185
in fees in connection with performance of her duties as one of our directors. As
of July 12, 2007, the Executive Services Agreement was terminated and Ms. Kivel
ceased as our President/Chief Executive.

COMPENSATION OF DIRECTORS

Generally, our directors do not receive salaries or fees for serving as
directors, nor do they receive any compensation for attending meetings of the
board of directors. Directors are entitled to reimbursement of expenses incurred
in attending meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock by each stockholder known by us to be
the beneficial owner of more than 5% of our common stock and by each of our
current directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated. As of the date of this Annual
Report, there are 41,200,000 shares of common stock issued and outstanding.

NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER OF SHARES OWNED(1) PERCENTAGE OF CLASS(1)
DIRECTORS AND OFFICERS:

Marcus Johnson 6,600,000 (2) 15.98%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

D. Bruce Horton 100,000 (3) 0.002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Steve Jewett 100,000 (3) 0.002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Duncan Bain 100,000(3) 0.0002%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Mark Campbell 200,000 (4) 0.004%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

Stacey Kivel 500,000 (5) 0.01%
1005 Terminal Way, Suite 110
Reno, Nevada 89502

All executive officers and directors
as a group (6 persons) 7,600,000 (6) 17.96%

MAJOR SHAREHOLDERS:
Petaquilla Minerals, Ltd. 4,000,000 9.71%
410 - 475 West Georgia Street
Vancouver, British Columbia, Canada V6B 4M9

1. Under Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting
power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to
be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example,
upon exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the
amount of shares beneficially owned by such person (and only such
person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table
does not necessarily reflect the person's actual ownership or voting
power with respect to the number of shares of common stock actually
outstanding as of the date of this Annual Report. As of the date of
this Annual Report, there are 41,200,000 shares issued and
outstanding.

2. This figure includes: (i) 6,500,000 shares of restricted common stock;
and (ii) 100,000 stock options which are exercisable at $1.00 per
share expiring May 9, 2017 to acquire 100,000 shares of common stock.
3. This figure includes 100,000 stock options which are exercisable at
$1.00 per share expiring on May 9, 2017 to acquire 100,000 shares of
common stock.
4. This figure includes 200,000 stock options which are exercisable at
$1.00 per share expiring on May 9, 2017 to acquire 200,000 shares of
common stock.
5. This figure includes 500,000 stock options which are exercisable at
$1.00 per share expiring on May 9, 2017 to acquire 500,000 shares of
common stock.
6. This figure includes: 6,500,000 shares of restricted common stock; and
1,100,000 stock options which are exercisable at $1.00 per share
expiring on May 9, 2017 to acquire 1,100,000 shares of common stock.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
COMPENSATION

Other than the Executive Services Agreement and except for the transactions
described below, none of our directors, officers or principal stockholders, nor
any associate or affiliate of the foregoing, have any interest, direct or
indirect, in any transaction or in any proposed transactions, which has
materially affected or will materially affect us.

o A company which is owned by one of our significant shareholders was
owed $16,799 for consulting and sub-contracts on land stabilization
programs, which were provided during fiscal year ended May 31, 2005.
On November 15, 2006, the amount was waived by the shareholder and has
been recorded as a recovery of consulting fees. The amount payable was
unsecured, non-interest bearing and had no set terms of repayment.
o During fiscal year ended May 31, 2007, we incurred an aggregate of
$57,747 in management fees to our officers and directors. As of May
31, 2007, this amount remained due and owing.

ITEM 13. EXHIBITS

The following exhibits are filed with this Annual Report on Form 10-KSB:

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

3.1 Articles of Incorporation((1))

3.2 Bylaws(1)

3.2.1 Amended Bylaws (2)

10.1
2007 Stock Incentive Plan of Geneva Resources, Inc.

10.2 Letter Agreement with Altantic Ltd. (1)

10.3 Mineral Property Option Agreement between War Eagle Mining
Company Inc. and Revelstoke Industries Inc. dated October 20,
2006 (5)

10.4 Sanu Juan Property Option Agreement between Petaquilla Minerals
Ltd. and Revelstoke Industries Inc. dated November 16, 2006
(6)

10.5 Letter of Intent between Geneva Gold Corporation and St. Elias
Mines Ltd. dated January 22, 2007 (7)

10.6 Vilcoro Property Option Agreement between ST. Elias Mines
Ltd. and Geneva Gold Corporation dated January 22, 2007 (8)

10.6 Property Financing and Operating Agreement between Allied
Minerals and Geneva Resources Inc. dated April 24, 2007 (9)

10.7 Executive Services Agreement between Geneva Resources Inc. and
Stacey Kivel dated May 24, 2007 (10)

16.1 Letter from Independent Registered Public Accounting Firm from
MacKay LLP (3)

23.1 Independent Registered Public Accounting Filing Consent from
MacKay LLP (4)

99.1 Press Release from Geneva Resources Inc. dated June 18, 2007 (11)

99.2 Press Release from Geneva Resources Inc. dated July 18, 2007 (12)

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a
-14(a) or 15d-14(a) of the Securities Exchange Act.

31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a
-14(a) or 15d-14(a) of the Securities Exchange Act

33.3 Certification of Chief Executive Officer and Chief Financial
officer Under Section 1350 as Adopted Pursuant to Section 906 of
the Sarbane-Oxley Act.

(1) Filed as an Exhibit to the Company's Registration Statement on Form SB-1
filed with the SEC on February 17, 2005 and incorporated herein by this
reference.
(2) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB filed
with the SEC on January 23, 2006 and incorporated herein by this reference.
(3) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on August 15, 2006 and incorporated herein by this reference.

(4) Filed as an Exhibit to the Company's Annual Report on Form 10-KSB filed with
the SEC on September 13, 2006 and incorporated herein by this reference.
(5) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on October 24, 2006 and incorporated herein by this reference.
(6) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on November 24, 2006 and incorporated herein by this reference.
(7) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on January 26, 2007 and incorporated herein by this reference.
(8) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on February 28, 2007 and incorporated herein by this reference.
(9) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on May 11, 2007 and incorporated herein by this reference.
(10) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on June 18, 2007 and incorporated herein by this reference.
(11) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on June 18, 2007 and incorporated herein by this reference.
(12) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on July 18, 2007 and incorporated herein by this reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2007, we incurred approximately $40,274 in fees
to our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended May
31, 2007 and for the review of our financial statements for the quarters ended
August 31, 2006, November 30, 2006, and February 28, 2007.

During fiscal year ended May 31, 2007, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

GENEVA RESOURCES INC.

Dated: September 14, 2007 By: /s/ MARCUS JOHNSON
__________________________
Marcus Johnson,
President/Chief
Executive Officer

Dated: September 14, 2007 By: /s/ D. BRUCE HORTON

__________________________
D. Bruce Horton,
Chief Financial Officer