UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 11, 2008
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Date of Report (Date of earliest event reported)
GENEVA RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-32593 98-0441019
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12533 N. Carson Street, Suite 125
Carson City, Nevada 89706 89706
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(Address of principal executive offices) (Zip Code)
(775) 348-9330
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
PETAQUILLA SETTLEMENT AND RELEASE
On approximately November 16, 2006, Geneva Resources, Inc., a Nevada corporation
(the "Company") 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
the Company 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.
On January 30, 2007, the Company received notice pursuant to a news release from
Petaquilla that the board of directors of Petaquilla had resolved to rescind the
Petaquilla Option Agreement. The Company was current in its 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, the Company filed a notice with the British Columbia International
Commercial Arbitration Center seeking arbitration. On March 5, 2007, the Company
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.
On March 14, 2008, the Company entered into a settlement letter agreement with
Petaquilla (the "Settlement"). Pursuant to the terms and provisions of the
Settlement: (i) Petaquilla shall issue 100,000 shares of its common stock to the
Company, which shares shall be released from pool in four equal monthly tranches
beginning on the first commercial pour of gold at the Molejon Gold Mine or
December 31, 2008, whichever comes first, and which shares shall be subject to a
two business day right of first refusal for Petaquilla to find a buyer or five
business days if the sale is private; (ii) the 4,000,000 shares of the
restricted common stock previously issued by the Company to Petaquilla in
accordance with the terms and provisions of the First Option shall be returned
to us (which as of the date of this Current Report have been returned); and
(iii) the $100,000 paid by the Company on approximately November 17, 2006 in
order to exercise the initial portion of the Option was returned to the Company.
On April 11, 2008, the Company entered into a mutual release with Petaquilla
(the "Release"), pursuant to which the terms of the Settlement were
acknowledged. In accordance with the terms and provisions of the Release, the
parties agreed to release each other and their respective directors, officers,
employees, agents and assigns from any and all causes of action, claims and
demands of any nature or kind whatsoever arising up to the present date relating
to the Petaquilla Option Agreement and to any of the subject matter of the
arbitration proceedings. It is anticipated that the pending arbitration
proceedings will be dismissed with the British Columbia International Commercial
Arbitration Center.
As of the date of this Current Report, the 4,000,000 shares of restricted common
stock have been returned to the Company's treasury.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) SHELL COMPANY TRANSACTION.
Not applicable.
(d) EXHIBITS.
10.1 Settlement Letter Agreement dated March 14, 2008 and Mutual Release
dated April 11, 2008 between Geneva Resources, Inc. and Petaquilla
Minerals Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENEVA RESOURCES, INC.
DATE: April 11, 2008. /s/ MARCUS JOHNSON
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Name: Marcus Johnson
Title: President/Chief Executive Officer