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, 2008

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

For the transition period from ______ to _______

COMMISSION FILE NO. 0-32593

GENEVA RESOURCES, INC.
______________________________________________
(Name of small business issuer in its charter)

NEVADA 98-0441019
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2533 N. CARSON STREET, SUITE 125
CARSON CITY, NEVADA 89706
________________________________________
(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, $0.001
____________________
(Title of Class)

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

Check whether the issuer (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [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 issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. September 11, 2008: $6,617,000.00

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

N/A

Check 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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Class Outstanding as of September 7, 2008
Common Stock, $0.001 38,536,862

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (i) any annual report to security holders;
(ii) any proxy or information statement; and (iii) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

N/A

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

GENEVA RESOURCES INC.

FORM 10-KSB

PART I.

Item 1. Description of Business 4

Item 2. Description of Property 22

Item 3. Legal Proceedings 22

Item 4. Submission of Matters to a Vote of Security Holders 24

PART II.

Item 5. Market for Common Equity and Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities 24

Item 6. Management's Discussion and Analysis and Plan of Operation 27

Item 7. Financial Statements 35

Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 52

Item 8A. Controls and Procedures 53

Item 8A(T). Controls and Procedures 54

Item 8B. Other Information 54

PART III

Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance With Section 16(a) of the
Exchange Act 54

Item 10. Executive Compensation 59

Item 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 62

Item 12. Certain Relationships and Related Transactions and Director
Independence 63

Item 13. Exhibits 64

Item 14. Principal Accountant Fees and Services 65

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.". 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. The shares of common stock of Geneva
Resources Inc. trade on the Over-the-Counter Bulletin Board under the symbol
"GVRS:OB".

Please note that throughout this Annual Report, and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Geneva Resources," refers to Geneva
Resources Inc.

TRANSFER AGENT

Our transfer agent is Transfer Online Co., Inc. 317, SW Alder Street, 2nd Floor,
Portland, Oregon 97204.

CURRENT BUSINESS OPERATIONS

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.

MINERAL PROPERTIES

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
"Vilcoro 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 "Vilcoro Option").

On December 1, 2007, we entered into an extension agreement with St. Elias (the
"December 2007 Extension Agreement"). The December 2007 Extension Agreement
acknowledged that in accordance with the terms and provisions of the Vilcoro
Option Agreement, we must incur and pay exploration expenditures of not less
than $500,000 prior to January 17, 2008 (the "Exploration Expenditures"), and
provided us an extension until March 31, 2008 to incur and pay such Exploration
Expenditures.

On March 28, 2008, we entered into a second extension agreement with St. Elias
(the "March 2008 Extension Agreement"), which provided us with an extension
until June 30, 2008 to incur and pay such Exploration Expenditures.

On June 4, 2008, we entered into a third extension with St. Elias (the "June
2008 Extension Agreement"), which provides us with an indefinite extension to
pay such Exploration Expenditures based on the Operator's work schedule.

In accordance with the terms and provisions of the Vilcoro 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 Vilcoro
Option Agreement (which as of the date of this Annual Report have been issued);
and (ii) incur costs totaling $2,5000,000 as follows: (a) first expenditure of
$500,000 is to be incurred on or before the 12-month anniversary of execution of
the Vilcoro Option Agreement (which date has been subsequently extended
indefinitely based on the June 2008 Extension Agreement); (b) second expenditure
of $750,000 is to be incurred on or before the 24-month anniversary of execution
of the Vilcoro Option Agreement; and (iii) third expenditure of $1,250,000 is to
be incurred on or before the 36-month anniversary of execution of the Vilcoro
Option Agreement.

Under further terms of the Vilcoro Option Agreement: (i) St. Elias will be the
operator (the "Operator") of the Vilcoro Properties and will receive an 8%
operator fee on all exploration expenditures; (ii) once we exercise the Vilcoro
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 Vilcoro 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. As of the date of this Annual Report, we are
engaged in our Phase I exploration program. The Vicloro Property 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 Property is
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.

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.

On approximately April 9, 2008, we received a technical report (the "Technical
Report") in accordance with the provisions of National Instrument 43-101 of the
Canadian Securities Administrators on the Vilcoro Properties. The Technical
Report is authored by John A. Brophy, P.Geo., who has thirty-two years of
continuous geological experience on exploring for a variety of commodities
including gold, copper, zinc, lead, uranium and silver. Management is pleased
with the evidence of disseminated mineralization on the Vilcoro Properties with
average ore grades of 0.8 g/t, and is continuing fieldwork at Vilcoro Properties
with emphasis on additional trenching between the individual zones on the Main
Trend. The Technical Report is available on our website at
www.genevaresourcesinc.com.

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 was subsequently extended to January 10,
2008. During the Due Diligence Period, we had access to Allied Mineral's books,
records and properties to make such investigation as we considered advisable to
enable us to determine whether to proceed with the Option. On or before the last

day of the Due Diligence Period (which date was extended to January 31, 2008),
we could elect in writing to proceed with the Option (the "Notice to Proceed").
If we did not provide Allied Minerals with the Notice to Proceed, the Operating
Agreement would be treated as terminated and of no further force and effect.

EXTENSION OF OPTION AND DUE DILIGENCE PERIOD. 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 two hundred and thirty (230) days. Our management requested
the extensions 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 Quarterly 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 utilized the extended Option term and Due Diligence Period to attempt a blast
and trench sampling program on the west side of the Nigeria Property. During the
Due Diligence Period, our geological team also carried out additional trenching
delineation work on the major zinc vein encountered in the Gimbi area.

After completion of our due diligence and review of the Nigeria Property, we
decided not to further extend our Due Diligence Period and not to proceed with
the Operating Agreement. Therefore, as of the date of this Annual Report, we
have no further ongoing obligations in connection with the Operating Agreement.

GEORGE 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.

After review of the property, we decided on November 5, 2007, in agreement with
War Eagle, to terminate the George Lake Option Agreement. We do not have any
continuing obligations in connection with termination of the George Lake Option
Agreement.

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.

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.

On March 14, 2008, we 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 us, 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 us 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 Annual Report have been returned); and (iii) the $100,000 paid by us on
approximately November 17, 2006 in order to exercise the initial portion of the
Option was returned to us. See "Item 6. Management's Discussion and Analysis and
Plan of Operation."

On April 11, 2008, we 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.

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 were 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 subsequently returned to
us); 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 had been paid to Petaquilla; (b) issue 4,000,000

shares of restricted common stock, which had 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.

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 were 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 made the election, then all further work
on the San Juan Property and the subsequent relationship between us and
Petaquilla would be governed by a joint venture agreement between the parties.
If we elected to accept the grant of the Second Option but failed to exercise
the Second Option, we and Petaquilla would 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 failed to
incur the $3,000,000 in exploration expenditures by the end of the last day, we
could 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.

As of the date of this Annual Report, we have agreed that the First Option and
the Second Option are deemed null and void and no longer of any force or effect.

PROPOSED FUTURE BUSINESS OPERATIONS

Our current strategy is to complete further acquisition of additional mineral
property opportunities which fall within the criteria of providing a geological
basis for development of mining initiatives that can provide near term revenue
potential and production cash flows to create expanding reserves. We anticipate
that our ongoing efforts, subject to adequate funding being available, will
continue to be focused on successfully concluding negotiations for additional
interests in mineral properties. We plan to build a strategic base of producing
mineral properties.

Our ability to continue to complete planned exploration activities and expand
acquisitions and explore mining opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being obtained.

DEVELOPMENT OF MINERAL PROPERTIES

The requirement to raise further funding for mineral exploration and development
beyond that obtained for the next six month period may be dependent on the
outcome of geological and engineering testing occurring over this interval.
Based upon the completion of current property evaluations on the Vilcoro
Property, and if results provide the basis to continue development and
geological studies indicate high probabilities of sufficient mineral production
quantities, we will attempt to raise capital to further our programs, build
production infrastructure, and raise additional capital for further
acquisitions. This includes the following activity:

o Review all available information and studies.

o Digitize all available factual information.

o Completion of a NI 43-101 Compliant Report with a qualified geologist
familiar with mineralization in the Santiago de Chuco Area, Northwest
Peru. As of the date of this Annual Report, we are in receipt of an
Initial Exploration Report on the Vicoro Gold Property for St. Elias
Mines Ltd. Prepared by John A. Brophy, P. Geol. Dated March 15, 2008
and revised May 8, 2008.

o Determine feasibility and amenability of extracting the minerals.

o Create investor communications materials, corporate identity.

o Raise funding for mineral development.

o Target further leases for exploration potential and obtain further
funding to acquire new development targets.

MATERIAL AGREEMENTS

PMB+HELIN DONOVAN

Effective on May 16, 2008, our Board of Directors authorized the engagement of
PMB+Helin Donovan (""PMBHD") in accordance with the terms and provisions set
forth in that certain letter agreement dated May 16, 2008 (the "Agreement"). We
engaged PMBHD to render services and related reports to us in order to ensure
compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In accordance
with the terms and provisions of the Agreement, PMBHD shall perform certain
services including, but not limited to, the following:: (i) conduct a full
review of our management governance process; (ii) assemble a project team to
conduct an evaluation of the project; (iii) document and evaluate internal
control; (iv) assist management in the development of policies and procedures;
(v) document and evaluate procedures and processes at the transactional level;
(vi) development independent testing procedures; and (vii) establish a
remediation plan and coordinate implementation. We shall pay for such services
on an hourly basis.

BADNER GROUP LLC

Effective April 4, 2008, our Board of Directors authorized the execution of a
twelve-month engagement letter of agreement (the "Agreement") with Badner Group
LLC ("Badner"). In accordance with the terms and provisions of the Agreement:
(i) Badner shall provide to us general consulting and public relations services
and, more specifically, relating to business development and affairs in Peru
relative to our interests in developing and expanding our business in Peru and
acquiring mining properties; and (ii) we shall pay to Badner a monthly fee of
$15,000.

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. 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 fluctuate09-8 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 $6,137,956 from April 5, 2004 (inception) to May 31, 2008. As of
May 31, 2008, we had an accumulated deficit of $6,137,956 and incurred profit of

approximately $3,886,534 during fiscal year ended May 31, 2008. 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, 2008 and 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 38,536,862 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 13,086,862 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 2533 N. Carson Street, Suite 125,
Carson City, Nevada 89706. The office space is for corporate identification,
mailing, and courier purposes only and costs us approximately $185 monthly. The
office and services related thereto may be cancelled at any time with a thirty
day notice.

ITEM 3. LEGAL PROCEEDINGS

PETAQUILLA OPTION AGREEMENT

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 are current in our obligations under the

Petaquilla Option Agreement and dispute 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.

On March 14, 2008, we entered into the Settlement. Pursuant to the terms and
provisions of the Settlement: (i) Petaquilla shall issue 100,000 shares of its
common stock to us, 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 us 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 Annual Report has been returned); and (iii) the $100,000
paid by us on approximately November 17, 2006 in order to exercise the initial
portion of the Option was returned to us.

On April 11, 2008, we entered into 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.

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

Our shares of common stock are registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. We, therefore, file annual and other reports
with the Securities and Exchange Commission. On November 29, 2007, we received a
cease trade order (the "CTO") from the British Columbia Securities Commission
(the "BCSC"), which is limited to the Province of British Columbia, for not
filing a technical report under Canadian National Instrument 43-101 STANDARDS OF
DISCLOSURE FOR MINERAL PROJECTS ("NI 43-101") respecting certain previous
disclosure respecting certain of our material property interests. As a
consequence of the CTO, we are now seeking legal advice in connection with this
matter and expect to be in communication with the BCSC promptly in order to
determine the exact manner in which we will be able to satisfy the requirements
of NI 43-101, as required by the parameters as set forth for foreign issuers
under Canadian National Instrument 71-102 CONTINUOUS DISCLOSURE AND OTHER
EXEMPTIONS RELATING TO FOREIGN ISSUERS.

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. However, during July 2007, we terminated the employment of
Stacey Kivel, our then President, for cause. Subsequently, Ms. Kivel has made
certain false allegations against us as specifically described in "Item 5. Other

Information - Resignation of Director". Although we refute her allegations and
believe termination was justified, it is possible that we may be exposed to a
loss contingency, which cannot be reasonably estimated at this time.

As of the date of this Annual 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

During fiscal year ended May 31, 2008, no matters were submitted to our
stockholders for approval.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "GVRS:OB" on 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 bid prices relating to our common stock on a quarterly basis for the
periods indicated as quoted by the NASDAQ stock market. 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

February 28, 2007 $3.45 $0.90
May 31, 2007 $2.22 $0.51
August 31, 2007 $2.00 $1.21
November 30, 2007 $1.80 $1.25
February 29, 2008 $1.55 $0.71
May 31, 2008 $1.42 $0.80
August 31, 2008 $1.30 $0.47

As of September 11, 2008, 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.

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 1,850,000 $1.04 3,150,000

Total Options 1,850,000 3,150,000

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, 2008,
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.

PRIVATE PLACEMENT OFFERING

Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). The investor understood the economic risk of an investment in the
securities, and that the investor had the opportunity to ask questions of and
receive answers from our management concerning any and all matters related to
acquisition of the securities. No underwriter was involved in the transaction.

FINDERS' FEE

On October 15, 2007, we issued 10,000 shares of our restricted common stock at
an aggregate value of $15,000 as consideration for payment of a finders' fee in
connection with the Vilcoro Option Agreement.

ST. ELIAS MINES LTD.

In accordance with the terms and provisions of the Vilcoro Option Agreement, we
are required to issue to St. Elias 50,000 shares of our restricted common stock
on or before the 12-month anniversary of execution of the Vilcoro Option
Agreement. On approximately January 31, 2008, we issued 50,000 shares of our
restricted common stock at St. Elias.

DEBT SETTLEMENT

During fiscal year ended May 31, 2008, we issued an aggregate of 876,862 shares
of our restricted common stock at $1.25 per share to certain creditors for
settlement of debt totaling $1,096,078 resulting in a $219,216 loss on the debt
settlement. Of the 876,862 shares issued, an aggregate of 86,500 shares were
issued to our President, Marcus Johnson, for settlement of amount due and owing
to Mr. Johnson relating to services rendered.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (April 5, 2004) to year ended May 31, 2008, including the
notes to those financial statements which are included in this Annual Report.
The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this Annual
Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

We are an exploration stage company and have not generated any revenue to date.
The following table sets forth selected financial information for the periods
indicated.

RESULTS OF OPERATION

FOR THE PERIOD
FISCAL YEAR FISCAL YEAR FROM INCEPTION
ENDED ENDED (APRIL 5, 2004)
MAY 31, 2008 MAY 31, 2007 TO MAY 31, 2008
_____________________________________________________

Revenue -0- -0- $ 46,974

Direct Costs -0- -0- 56,481

Gross Margin (Loss) -0- -0- (9,507)

General and
Administrative
Expenses
Office and $ 136,218 $ 46,905 $ 216,027
General

Consulting fees 140,000 348,934 518,027

Marketing expenses 18,495 876,243 894,738

Management fees 475,500 765,906 1,241,406
_____________________________________________________

Mineral Property 550,452 7,617,860 8,168,312
Expenditure _____________________________________________________

Professional fees 383,585 231,888 680,723
_____________________________________________________

Net Operating (Loss) $ (1,704,250) $ (9,887,736) $ (11,728,740)
_____________________________________________________
Other Net Income
Gain on settlements 5,590,784 - 5,590,784
_____________________________________________________

Net Income (Loss) $ 3,886,534 $ (9,887,736) $ (6,137,956)
=====================================================

We have incurred recurring losses to date. 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.

We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

FISCAL YEAR ENDED MAY 31, 2008 COMPARED TO FISCAL YEAR ENDED MAY 31, 2007.

Our net income during fiscal year ended May 31, 2008 was approximately
$3,886,534 compared to a net loss of ($9,887,736) for fiscal year ended May 31,
2007.

During fiscal years ended May 31, 2008 and May 31, 2007, respectively, we did
not generate any revenue. During fiscal year ended May 31, 2008, we incurred
general and administrative expenses in the aggregate amount of $1,704,250
compared to $9,887,736 incurred during fiscal year ended May 31, 2007 (a
decrease of $8,183,486). The operating expenses incurred during fiscal year
ended May 31, 2008 consisted of: (i) office and general of $136,218 (2007:
$46,905); (ii) consulting fees of $140,000 (2007: $348,934); (iii) marketing
expenses of $18,495 (2007: $876,243); (iv) management fees of $475,500 (2007:
$765,906); (v) professional fees of $383,585 (2007: $231,888); and (vi) mineral
property expenditures of $550,452 (2007: $7,617,860). The decrease in expenses
incurred during fiscal year ended May 31, 2008 compared to fiscal year ended May
31, 2007 resulted primarily from an overall decrease in mineral property
expenditures and the recording of a mineral property recovery of $5,590,784
based upon the return to us of the 4,000,000 shares of common stock previously
issued to Petaquilla.

The decrease in net loss during fiscal year ended May 31, 2008 compared to
fiscal year ended May 31, 2007 is attributable primarily to the recording of the
mineral property recovery of $5,590,784 and the overall decrease in mineral
property expenditures relating to the current status of the scale and scope of
acquisition and exploratory programs. Consulting and management fees incurred
during fiscal year ended May 31, 2008 decreased pertaining to the decrease in
acquisition and development of our mineral properties and related contracted
services. Marketing expenses also decreased during fiscal year ended May 31,
2008 based upon a decrease in corporate marketing and business operations
pertaining to investor awareness. General and administrative expenses generally
include corporate overhead, financial and administrative contracted services,
marketing and consulting costs.

Our net income during fiscal year ended May 31, 2008 was $3,886,534 or $0.10 per
share compared to a net loss of ($9,887,736) or ($0.20) per share for fiscal
year ended May 31, 2007. The weighted average number of shares outstanding was
40,377,652 at May 31, 2008 compared to 48,964,384 at May 31, 2007. Weighted
average number of shares outstanding -diluted- was 40,798,515 at May 31, 2008
compared to 48,964,384 at May 31, 2007

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2008

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, 2008, our current assets were $279,356 and our
current liabilities were $1,517,906, resulting in a working capital deficit of
$1,238,550. As at fiscal year ended May 31, 2008, our total assets were $9,356
consisting of cash, $270,000 in other receivables and $165,010 deposit on
property compared to total assets of $5,749 at fiscal year ended May 31, 2007.
As at fiscal year ended May 31, 2008, our current liabilities were $1,517,906
compared to current liabilities of $1,490,401 at fiscal year ended May 31, 2007.
Our current liabilities consisted of: (i) $200,304 in accounts payable and
accrued liabilities; (ii) $1,287,602 in shareholder's loan and accrued interest;
and (iii) $30,000 due to related parties. The slight increase in current
liabilities was primarily due to the increase in shareholder's loan and amounts
due to related parties relating to the increased scale and scope of business
activity.

Stockholders' deficit decreased from ($1,484,652) as at May 31, 2007 to
($1,073,540) as at May 31, 2008.

We have not generated positive cash flows from operating activities. For fiscal
year ended May 31, 2008, net cash flow used in operating activities was
($1,191,393) compared to net cash flow used in operating activities of
($471,134) for fiscal year ended May 31, 2007. Net cash flow used in operating
activities during fiscal year ended May 31, 2008 consisted primarily of net
income of $3,886,534 adjusted by recovery of mineral property expenditures of
$15,000), net gain on settlement of mineral property rights ($5,490,784) and
stock based compensation of $388,500. Net cash flow used in operating activities
was further changed by ($100,010) increase in deposits, $77,712 in accrued
interest on shareholder's loan, $69,000 due to related parties, and a decrease
of ($37,345) in accounts payable and accrued liabilities.

During fiscal year ended May 31, 2008, net cash flow provided by financing
activities was $1,195,000 compared to net cash flow from financing activities of
$403,500 for fiscal year ended May 31, 2007. Net cash flow provided from
financing activities during fiscal year ended May 31, 2008 pertained primarily
to $400,000 received as proceeds for shares of common stock issued and $795,000
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.

During August 2007, we received $400,000 towards to planned placement of units
to be offered at $1.00 per unit. Each unit was to consist of one share of our
restricted common stock and one warrant to acquire an additional share of common
stock at an exercise price of $1.50 for twelve months (the "Units(s)"). During
February 2008, we revised the terms of the private placement of Units, which are
now to be offered at $1.00 consisting of one share of restricted common stock.
The private placement offering is under Regulation S of the Securities Act.

The report of the independent registered public accounting firm that accompanies
our fiscal year end May 31, 2008 and May 31, 2007 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.

VILCORO OPTION AGREEMENT

Under the terms of the Vilcoro Option Agreement and in order to exercise the
Vilcoro 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 Vilcoro Option Agreement which, as of
the date of this Annual Report, has been paid; (ii) $100,000 cash and 50,000
shares of the Company's common stock are due on or before the 12-month
anniversary of execution of the Vilcoro Option Agreement; and (iii) $200,000 due
on or before the 24-month anniversary of execution of the Vilcoro Option
Agreement. In accordance with further terms and provisions of the Vilcoro 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 Vilcoro Option Agreement, (b) second
expenditure of $750,000 to be incurred on or before the 24-month anniversary of
execution of the Vilcoro Option Agreement; and (iii) third expenditure of
$1,250,000 to be incurred on or before the 36-month anniversary of execution of
the Vilcoro Option Agreement.

On December 1, 2007, we entered into the December 2007 Extension Agreement. The
December 2007 Extension Agreement acknowledges that in accordance with the terms
and provisions of the Vilcoro Option Agreement, we must incur and pay
exploration expenditures of not less than $500,000 prior to January 17, 2008
(the "Exploration Expenditures"), and provides us an extension until March 31,
2008 to incur and pay such Exploration Expenditures.

On March 28, 2007, we entered into the March 2008 Extension Agreement. The March
2008 Extension Agreement acknowledges that in accordance with the terms and
provisions of the December 2007 Extension Agreement, we must incur and pay the
Exploration Expenditures prior to March 31, 2008, and provides us an extension
until June 30, 2008 to incur and pay such Exploration Expenditures.

On June 4, 2008, we entered into the June 2008 Extension Agreement, which
provides us with an indefinite extension to pay such Exploration Expenditures
based on the Operator's work schedule.

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. During fiscal year ended May 31,
2008, an additional $795,000 was advanced by the same shareholder under the same
terms and conditions. These amounts are unsecured and accrue interest at 10% per
annum and have no established terms of repayment. As at May 31, 2008, we owe an
aggregate of $1,287,602 in principal and accrued interest.

BADNER GROUP LLC

Effective April 4, 2008, we entered into a twelve-month engagement letter of
agreement (the "Agreement") with Badner Group LLC ("Badner"). In accordance with
the terms and provisions of the Agreement: (i) Badner shall provide to us
general consulting and public relations services and, more specifically,
relating to business development and affairs in Peru relative to our interest in
developing and expanding our business in Peru and acquiring mining properties;
and (ii) we pay to Badner a monthly fee of $15,000.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our May 31, 2008 and May 31, 2007
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.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCIAL GUARANTEE
INSURANCE CONTRACTS ("SFAS 163"). SFAS 163 clarifies how SFAS 60, ACCOUNTING AND
REPORTING BY INSURANCE ENTERPRISES applies to financial guarantee insurance
contracts issued by insurance enterprises, including the recognition and
measurement of premium revenue and claim liabilities. It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for the Company's interim period commencing June 1, 2009, except for disclosures
about an insurance enterprise's risk-management activities, which are effective
for the Company's interim period commencing June 1, 2008. Management does not
expect the adoption of SFAS 163 to have a material impact on the Company's
financial position, cash flows and results of operations.

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and will be adopted by the Company beginning
in the first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash flows
and results of operations.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on our financial
position or results of operations.

business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by us prior to January 1, 2009
will be recorded and disclosed following existing GAAP. Management has not
determined the effect that adopting this statement would have on our financial
position or results of operations.

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of our first fiscal year that begins after November 15,
2007, although earlier adoption is permitted. As of February 29, 2008, we have
not adopted this statement and management has not determined the effect that
adopting this statement would have on the Company's financial position or
results of operations.

In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for us is the fiscal year beginning
March 1, 2008. We are currently evaluating the impact of adopting SFAS No. 157
but do not expect that it will have a significant effect on its financial
position or results of operations.

In June 2006, FASB issued Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. We have determined that the adoption of FIN 48 did not have
any material impact on our results of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS

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

FINANCIAL STATEMENTS

MAY 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

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

DEJOYA GRIFFITH & COMPANY, LLC
__________________________________________

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of
Geneva Resources, Inc.
Carson City, Nevada

We have audited the accompanying balance sheet of Geneva Resources, Inc. (An
Exploration Stage Company) as of May 31, 2008 and the related statements of
operations, stockholders' deficit, and cash flows for the year ended May 31,
2008 and from inception (April 5, 2004) to May 31, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audit. We did not audit the financial statements of Geneva Resources, Inc. for
the year ended May 31, 2007. Those statements were audited by other auditors
whose report has been furnished to us and our opinion, in so far as it relates
to the amounts included in the year ended May 31, 2007, is based solely on the
report of other auditors.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, based on our audit and the report of the predecessor auditor the
financial statements referred to above present fairly, in all material respects,
the financial position of Geneva Resources, Inc. as of May 31, 2008, and the
results of their operations and cash flows for the year ended May 31, 2008 and
from inception (April 5, 2004) to May 31, 2008 in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ DE JOYA GRIFFITH & COMPANY, LLC
Henderson, NV
September 11, 2008

________________________________________________________________________________

2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 588-5960 * Facsimile (702) 588-5979

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

BALANCE SHEETS

May 31, 2008 May 31, 2007
_________________________________________________________________________________________________________

ASSETS
CURRENT ASSETS
Cash $ 9,356 $ 5,749
Other receivable 270,000 -
_________________________________________________________________________________________________________

TOTAL CURRENT ASSETS 279,356 $ 5,749

Deposit on property 165,010 -
_________________________________________________________________________________________________________

TOTAL ASSETS $ 444,366 $ 5,749
=========================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 200,304 $ 1,017,764
Due to related parties (Note 6) 30,000 57,747
Shareholder's loan and accrued interest (Note 7) 1,287,602 414,890
_________________________________________________________________________________________________________

1,517,906 1,490,401
_________________________________________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS (Notes 1 and 8)

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
38,136,862 shares of common stock (May 31, 2007 -41,200,000) 38,137 41,200
Additional paid-in capital 4,626,279 8,498,638
Private placement subscriptions 400,000 -
Deficit accumulated during the development stage (6,137,956) (10,024,490)
_________________________________________________________________________________________________________

TOTAL STOCKHOLDERS' DEFICIT (1,073,540) (1,484,652)
_________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 444,366 $ 5,749

=========================================================================================================

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

April 5, 2004
Year ended Year ended (inception) to
May 31, 2008 May 31, 2007 May 31, 2008
_____________________________________________________________________________________________________

REVENUE $ - $ - $ 46,974
_____________________________________________________________________________________________________

DIRECT COSTS - - 56,481
_____________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
Office and general 136,218 46,905 216,027
Consulting fees 140,000 348,934 518,027
Marketing expenses 18,495 876,243 894,738
Management Fees 475,500 765,906 1,241,406
Mineral Property Expenditures (Note 3) 550,452 7,617,860 8,168,312
Professional fees 383,585 231,888 680,723
_____________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES (1,704,250) (9,887,736) (11,719,233)

NET OPERATING LOSS (1,704,250) (9,887,736) (11,728,740)
_____________________________________________________________________________________________________

OTHER INCOME
Net gain on settlements 5,590,784 - 5,590,784
_____________________________________________________________________________________________________

NET INCOME $ 3,886,534 $ (9,887,736) $ (6,137,956)

=====================================================================================================

BASIC INCOME (LOSS) PER COMMON SHARE $ 0.10 $ (0.20)
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC 40,377,652 48,964,384
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - DILUTED 40,798,515 48,964,384
================================================================================

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, 2008

Deficit
Common Stock Accumulated
_______________________ Additional Private During the
Number of Paid-in Placement Development
shares Amount Capital Subscriptions Stage Total
___________________________________________________________________________________________________________________________________

Shares issued for cash -
at $0.0004 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

Shares 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

Shares 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

Stock based compensation (Note 5) - - 965,671 - - 965,671

Net loss for the period - - - - (9,887,736) (9,887,736)
___________________________________________________________________________________________________________________________________

Balance, May 31, 2007 41,200,000 41,200 8,498,638 - (10,024,490) (1,484,652)

Shares issued for Property Option
Agreements - October 15, 2007
and January 31, 2008 (Note 3 & 4) 60,000 60 79,940 - - 80,000

Subscription proceeds received
(Note 4) - - - 400,000 - 400,000

Shares returned pursuant to Petaquilla
settlement - March 14, 2008
(Note 3 & 4) (4,000,000) (4,000) (5,436,000) - - (5,440,000)

Shares issued for debt settlement -
at $1.00 per share, May 29, 2008
(Note 4) 876,862 877 1,095,201 - - 1,096,078

Stock based compensation (Note 5) - - 388,500 - - 388,500

Net income for the period - - - - 3,886,534 3,886,534
___________________________________________________________________________________________________________________________________

Balance, May 31, 2008 38,136,862 $38,137 $ 4,626,279 $400,000 $ (6,137,956) $(1,073,540)

===================================================================================================================================

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

April 5, 2004
Year ended Year ended (inception) to
May 31, 2008 May 31, 2007 May 31, 2008
____________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period $ 3,886,534 $ (9,887,736) $ (6,137,956)
Adjustments to reconcile net loss
to net cash used in operating activities:
Non-cash mineral property expenditures (recoveries) 15,000 7,400,000 7,415,000
Non-cash net gain on settlement (5,490,784) - (5,490,784)
Stock-based compensation 388,500 965,671 1,354,171
Changes in operating assets and liabilities:
Increase in deposits (100,010) - (100,010)
Accrued interest on shareholder's loan 77,712 11,390 89,102
Due to related parties 69,000 57,747 116,500
Accounts payable and accrued liabilities (37,345) 981,794 990,666
____________________________________________________________________________________________________________________

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,191,393) (471,134) (1,763,311)
____________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale and subscriptions of common stock 400,000 - 574,167
Proceeds from shareholder advances 795,000 403,500 1,198,500
____________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES 1,195,000 403,500 1,772,667
____________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH 3,607 (67,634) 9,356

CASH, BEGINNING 5,749 73,383 -
____________________________________________________________________________________________________________________

CASH, ENDING $ 9,356 $ 5,749 $ 9,356
====================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING
AND FINANCING ACTIVITIES

Shares issued for settlement of liability $ 1,096,078 $ - $ -
Shares issued as deposit for acquiring option
to purchase in mineral properties $ 65,000 $ - $ -
Other receivable due in shares $ 270,000 $ - $ -
====================================================================================================================

The accompanying notes are an integral part of these financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2008 AND 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 2007, 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 this period the Company entered into Option
Agreements to obtain mineral leases in Canada, Panama, Peru and Nigeria.

The Company has 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 $6,137,956. As at May 31,
2008, the Company has a working capital deficit of $1,073,540. The Company
requires additional funding to meet its ongoing obligations and to fund
anticipated 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

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.

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 EXPENDITURES (CONTINUED)

Mineral property exploration costs 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, 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. As of May 31, 2008, 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, 2008 the Company had net operating loss
carryforwards, 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 INCOME (LOSS) PER SHARE

The Company computes income (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 income
(loss) per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of outstanding common shares during
the period. Diluted income (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.

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

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. To May 31, 2008, the Company
has not recorded any translation adjustments into stockholders' equity.

STOCK-BASED COMPENSATION

On June 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R), SHARE-BASED
PAYMENT, ("SFAS 123R"). The Company adopted SFAS 123R using the
modified-prospective-transition method. Under this method, compensation cost
recognized for the year ended May 31, 2007 includes: a) compensation cost for
all share-based payments granted prior to, but not yet vested as of May 31,
2006, based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123, and b) compensation cost for all share-based
payments granted subsequent to May 31, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS 123R. In addition, deferred
stock compensation related to non-vested options is required to be eliminated
against additional paid-in capital upon adoption of SFAS 123R. The results for
the prior periods were not restated.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue
No. 96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, will be adopted by the Company beginning in
the first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash flows
and results of operations.

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to June 1,
2009 will be recorded and disclosed following existing GAAP. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. As of May 31, 2008,
the Company has not adopted this statement and management has not determined the
effect that adopting this statement would have on the Company's financial
position or results of operations.

In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE" ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company is the fiscal year
beginning June 1, 2008. The Company is currently evaluating the impact of
adopting SFAS No. 157 but does not expect that it will have a significant effect
on its financial position or results of operations.

In June 2006, FASB issued Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. The Company has determined that the adoption of Statement No.
158 during the year did not have any material impact on the Company's results of
operations or financial position.

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 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 located in the Province of
Saskatchewan, Canada.

After review of the property the Company decided on November 5, 2007, with
agreement from War Eagle Mining Company to terminate its Mineral Property Option
Agreement. The Company has no ongoing obligations in connection with this
terminated option agreement.

(b) SAN JUAN PROPERTY

On November 16, 2006, the Company entered into a Property Option Agreement with
Petaquilla Minerals Ltd ("Petaquilla"). Petaquilla therein 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 owned and
controlled by Petaquilla's wholly-owned subsidiary.

On January 30, 2007, the Company was advised that Petaquilla Minerals Ltd. 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 Defense.

On March 14, 2008, the Company entered into a settlement agreement with
Petaquilla (the "Settlement"). Pursuant to the terms of the Settlement: (i)
Petaquilla shall issue 100,000 shares of its common stock to the Company,
subject to pooling and release in four equal monthly tranches commencing no
later than December 31, 2008 and certain other conditions, (ii) the 4,000,000
shares of the restricted common stock previously issued by the Company to
Petaquilla shall be returned to the Company; and (iii) the $100,000 previously
paid by the Company in order to exercise the initial portion of the Option shall
be 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.

As of May 31, 2008, the Company had received $100,000 and the return of the
4,000,000 restricted shares of the Company's common stock with a estimated fair
value of $5,440,000. In addition, the Company recorded the 100,000 common shares
of Petaquilla, with an estimated fair value of $270,000, as accounts receivable
as of May 31, 2008. The total proceeds of $5,810,000 was included in amounts
recorded as gain on settlements during the period.

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-V
exchange, to acquire not less than an undivided 66% legal, beneficial and
registerable interest in certain mining leases in Peru comprised of
approximately 600 hectares in Peru.

On December 1, 2007, the Company entered into an extension agreement with St.
Elias (the "December Extension Agreement". The December Extension Agreement (i)
acknowledges that in accordance with the terms and provisions of the Property
Option Agreement, the Company must incur and pay exploration expenditures of not
less than $500,000 prior to January 17, 2008, and (ii) provides an extension
until March 31, 2008 to incur and pay such Exploration Expenditures. On June 4,
2008 an indefinite extension was granted by St. Elias to pay such Exploration
Expenditures, based on the Operator's work on schedule.

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

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 cash and 50,000 shares of the Company's
common stock are due on or before the twelve-month anniversary of the
signing of the Property Option Agreement (paid).

3. The third payment of $200,000 cash is due on or before the
twenty-fourth-month anniversary of the signing of the Property Option
Agreement.

The Company is also required to incur costs totaling $2,500,000 as follows:

1. expenditures of $500,000 are to be incurred on or before the twelve
month anniversary (subsequently indefinitely extended as described
above) of the signing of the Property Option Agreement. ($496,000
advanced as of August 31, 2008)

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

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 recouped 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 ("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 was
subsequently extended to January 10, 2008. If the Company does not provide
Allied with written notice to proceed (the "Notice") the Agreement shall be
treated as being at an end and of no further force and effect.

After review of the property, the Company decided on January 31, 2008 not to
extend its due diligence period and not to proceed with the Financing and
Operating Agreement. The Company has no ongoing obligations in connection with
this agreement.

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.

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 returned 30,000,000 of their
restricted founders' shares, previously issued at prices ranging from $0.0004 -
$0.00225 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.

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
________________________________________________________________________________

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 valued at
$7,400,000 in connection with the San Juan Property Option Agreement

In August 2007, the Company received $400,000 towards a planned private
placement of Units to be offered at $1.00 per unit with each unit consisting of
one common share and one warrant to acquire an additional common share,
exercisable at $1.50 for twelve months. On February 29, 2008, the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit consisting of one common share only. To date no
common shares have been issued in connection with the subscription proceeds
received.

On October 15, 2007, the Company issued 10,000 common shares with a fair value
of $15,000 as a finder's fee payment in connection with the Vilcoro Gold
Property Option Agreement.

On January 31, 2008, the Company issued 50,000 common shares to St. Elias Mines
Ltd. with a fair value of $65,000 in connection with the Vilcoro Gold Property
Option Agreement (Refer Note 3).

On March 14, 2008, the Company returned to treasury the 4,000,000 common shares
with a fair value of $5,440,000 in connection with the settlement with
Petaquilla (Refer to Note 3).

On May 29, 2008, the Company issued 86,500 common shares at $1.25 per share
totaling $108,125, in settlement of $86,500 in debt owed by the Company to the
president of the Company (Refer Note 6), resulting in a $21,625 loss on the debt
settlement.

On May 29, 2008, the Company issued 790,362 common shares at $1.25 per share
totaling $987,953, in settlement of $790,362 in debt owed by the Company to a
supplier of the Company, resulting in a $197,591 loss on the debt settlement.

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. 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 10 years, a risk free interest rate of 4.49%, a
dividend yield of 0% and expected volatility of 164% and has been recorded as a
stock based compensation expense in the year ended May 31, 2007.

On April 28, 2008, the Company granted 350,000 stock options to a director of
the Company at $1.20 per share. The term of these options are ten years. The
total fair value of these options at the date of grant was $388,500 and was
estimated using the Black-Scholes option pricing model with an expected life of
10 years, a risk free interest rate of 3.86%, a dividend yield of 0% and
expected volatility of 126% and has been recorded as a stock based compensation
expense in the year ended May 31, 2008.

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

A summary of the Company's stock options as of May 31, 2008, and changes during
the period then ended is presented below:

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

OUTSTANDING AT MAY 31, 2006 - $ - -
Granted during the year 1,500,000 1.00 -
Exercised during the year - - -
__________________________________________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2007 1,500,000 1.00 9.94
Granted during the period 350,000 1.20 -
Exercised during the period - - -
__________________________________________________________________________________________________________________________

OUTSTANDING AT MAY 31, 2008 1,850,000 $1.04 9.12
__________________________________________________________________________________________________________________________

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES

During the year ended May 31, 2008, the Company incurred $87,000 for management
fees to officers and directors (2007 - $57,747). In addition, stock based
compensation in connection with stock options granted to related parties of
$388,500 (2007 - $708,160) was recorded during the period.

The above transactions have been in the normal course of operations and, in
management's opinion, undertaken with similar terms and conditions as
transactions with unrelated parties.

On May 29, 2008, the Company issued 86,500 common shares at $1.25 per share
totalling $108,125, in settlement of $86,500 in debt owed by the Company to the
president of the Company, resulting in a $21,625 loss on the debt settlement.

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 during the year ended May 31, 2007. During 2008 an
additional $795,000 was advanced by the same shareholder under the same terms
and conditions. 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, 2008
including accrued interest is $1,287,602. (May 31, 2007 - $414,890)

NOTE 8 - CONTINGENCY
________________________________________________________________________________

During July 2007, the Company terminated the President's employment for cause.
The President has since made certain false allegations against the Company, as
specifically described in the body of the Company's February 29, 2008 filing on
Form 10-QSB. Although the Company refutes these allegations and believes
termination was justified, it is possible that the Company may be exposed to a
loss contingency. However the amount of such loss, if any, cannot be reasonably
estimated at this time and accordingly, no amount has been recorded to date.

NOTE 9 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes. As of May 31,
2008 and May 31, 2007, the Company had net operating loss carry forwards of
approximately $4,780,000 and $9,060,000 respectively that may be available to
reduce future years' taxable income through 2028. 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 applicable federal and state statutory tax rates used in determining the
Company's income tax provisions deferred tax asset are as follows:

2008 2007
_______________________________________________________________________

Federal income tax provision at statutory rate 35.0% 35.0%
States income tax provision at statutory rates,
net of federal income tax effect 0.0% 0.0%
_______________________________________________________________________

Total income tax provision 35.0% 35.0%
=======================================================================

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:

2008 2007
_______________________________________________________________________________

Federal net operating income (loss) $ 3,886,534 $(9,887,736)
Corporate tax rate 35.0% 35.0%
_______________________________________________________________________________

Expected tax recovery (expense) (1,360,287) 3,460,708

Less:
Non-deductible stock based compensation (135,975) (337,985)
Change in valuation allowance 1,496,262 (3,122,723)
_______________________________________________________________________________

Future income tax provision $ - $ -

===============================================================================

The Company's deferred tax assets are as follows:

2008 2007
________________________________________________________________________

Deferred tax assets
Net operating loss carry forwards $ 1,674,325 $ 3,170,587

Total deferred tax assets 1,674,325 3,170,587
Valuation allowance (1,674,325) (3,170,587)
________________________________________________________________________

Net deferred tax assets $ - $ -

========================================================================

The valuation allowance for deferred tax assets as of May 31, 2008 and May 31,
2007 was $1,674,325 and $3,170,587, respectively. In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income in the periods in which those temporary differences become
deductible. Management considers the scheduled reversals of future deferred tax
assets, projected future taxable income, and tax planning strategies in making
this assessment. As a result, management determined it was more likely than not
the deferred tax assets would be realized as of May 31, 2008 and May 31, 2007.

NOTE 10 - SUBSEQUENT EVENTS
________________________________________________________________________________

During fiscal year ended May 31, 2008, we received an aggregate of $400,000
towards a private placement offering of 400,000 Units at $1.00 per Unit. Each
Unit consists of one common share in our capital stock. Subsequent to the period
on September 9, 2008 the 400,000 shares of our restricted common stock were
issued in reliance upon the transactional exemption provided by Section 4(2) or
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). The investor understood the economic risk of an investment in the
securities, and that the investor had the opportunity to ask questions of and
receive answers from our management concerning any and all matters related to
acquisition of the securities. No underwriter was involved in the transaction.

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

We have engaged DeJoya Griffith & Company, LLC ("DeJoya") as our principal
independent registered public accounting firm effective November 23, 2007.
Concurrent with this appointment, we dismissed Dale Matheson Carr-Hilton LaBonte
LLP, Chartered Accountants ("DMCL"), effective November 23, 2007. The decision
to change our principal independent registered public accounting firm was
approved by our board of directors.

The reports of DMCL on our financial statements for each of the fiscal years
ended May 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of
opinion, nor were they modified as to uncertainty, audit scope or accounting
principles, other than to state that there is substantial doubt as to our
ability to continue as a going concern. During our fiscal years ended May 31,
2007 and 2006, and during the subsequent period through to the date of DMCL's
dismissal, there were no disagreements between us and DMCL, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of DMCL, would have caused DMCL to make reference thereto in
their reports on our audited consolidated financial statements.

We provided DMCL with a copy of a Current Report on Form 8-K and requested that
DMCL furnish us with a letter addressed to the Securities and Exchange
Commission stating whether or not DMCL agrees with the statements made in the
Current Report on Form 8-K with respect to DMCL and, if not, stating the aspects
with which they do not agree. We received the requested letter from DMCL wherein
they have confirmed their agreement to our disclosures in the Current Report
with respect to DMCL. A copy of DMCL's letter was filed as an exhibit to the
Current Report.

In connection with the Company's appointment of DeJoya as our principal
registered accounting firm, we did not consulted DeJoya on any matter relating
to the application of accounting principles to a specific transaction, either
completed or contemplated, or the type of audit opinion that might be rendered
on our financial statements.

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, 2008. 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 fiscal year ended May 31, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of the end of the period covered by this
report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our
disclosure controls and procedures included a review of the disclosure controls'
and procedures' objectives, design, implementation and the effect of the
controls and procedures on the information generated for use in this report. In
the course of our evaluation, we sought to identify data errors, control
problems or acts of fraud and to confirm the appropriate corrective actions, if
any, including process improvements, were being undertaken. Our Chief Executive
Officer and our Chief Financial Officer concluded that, as of the end of the
period covered by this report, our disclosure controls and procedures were
effective and were operating at the reasonable assurance level.

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 April 25,
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, 2008. The audit
committee has also discussed with De Joya Griffith & Company LLC 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 De Joya
Griffith & Company LLC required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended, and has discussed
with De Joya Griffith & Company LLC 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 Annual Report on Form 10-KSB for fiscal
year ended May 31, 2008 filed with the Securities and Exchange Commission.

ITEM 8A(T)

Not applicable.

ITEM 8B. OTHER INFORMATION

Not applicable.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; 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.

Our directors and executive officers, their ages, positions held are as follows:

NAME AGE POSITION WITH THE COMPANY

Marcus Johnson 59 President/Chief Executive Officer
and a Director

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

Stephen Jewett 68 Director

Bertrand Taquet 43 Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and 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 consultant in Calneva Financial Services 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 Chief Financial Officer (since March 2005) of
Morgan Creek Energy 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.

BERTRAND TAQUET. Bertrand Taquet has over twenty-five years of experience as an
exploration geologist having worked for multiple companies in areas of precious
metal mining and exploration and production. From January 2007 through December
2007, Mr. Taquet was the senior geologist for NWT Uranium Corp. where he managed
uranium exploration in the Niger and Ungava properties, the Ag Zn property in

Mexico and other properties in Quebec, Africa. From approximately April 2005,
through November 2006, Mr. Taquet engaged in gold mining and exploration
consulting through BT Geoconsult for Auplata S.A.S. (French Guyana), Fancamp
Resources (Beauce, Quebec), and Cete Apave (French Guyana). From approximately
January 2005 through April 2005, Mr. Taquet engaged in mining projects,
feasibility studies and exploitation permit preparation for Auplata S.S.S.,
French Guyana and South America. From approximately November 1994 through
December 2004, Mr. Taquet was involved as a project geologist in various gold
and diamond exploration programs with Guyanor Resources Golden Star Resources.
Mr. Taquet earned a DEA (equivalent to M.Sc.) in applied geology at USTL,
Montpellier, France in 1983.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

RESIGNATION OF STACEY KIVEL AS A DIRECTOR

Our Board of Directors received a letter from Stacey Kivel dated October 1, 2007
(the "Resignation Letter"), tendering her resignation as one of our directors.
Ms. Kivel did not serve on any committees of the Board of Directors.

In the Resignation Letter, a copy of which was filed to a Current Report on Form
8-K, Ms. Kivel alleged that she was resigning because we had taken illegal
actions in the conduct of our affairs and in our unfair treatment of her during
her tenure and ultimate termination as our President and Chief Executive Officer
on July 12, 2007. Ms. Kivel goes on to itemize eight separate heads of alleged
wrongdoing, the most serious of which consists of an allegation that certain
members of our Board of Directors acted to terminate Ms. Kivel as our President
and Chief Executive Officer for various spurious and insupportable reasons in
retaliation for her efforts to comply with rulemaking promulgated pursuant to
the Sarbanes-Oxley Act of 2002 and the laws of the United States.

The Board of Directors had resolved to terminate Ms. Kivel's employment as our
officer at a Board of Director's meeting held on July 12, 2007. Ms. Kivel
received notice of and participated in that meeting by way of conference
telephone. The Board of Directors believed that the allegations of wrongdoing
contained in the Resignation Letter were unsupported and self-serving, and were
essentially a reiteration of certain allegations of misconduct that Ms. Kivel
did not raise until after her termination as President and Chief Executive
Officer. Given the seriousness of the earlier allegations, our Board of
Directors formed a Special Committee in July 2007 to investigate Ms. Kivel's
complaints and to report back to the Board.

The Special Committee delivered its report to the Board of Directors on
September 29, 2007 (the "Special Committee Report"), having concluded that the
allegations of misconduct made by Ms. Kivel were baseless, and that there
appeared to be justification for the termination of her employment as an officer
for cause. A copy of the Special Committee Report was attached to a Current
Report on Form 8-K.

CERTAIN FINDINGS OF THE SPECIAL COMMITTEE

Given the Special Committee's earlier investigation into Ms. Kivel's complaints,
our Board of Directors instructed the Special Committee to review the
Resignation Letter. The Special Committee's findings on Ms. Kivel's more serious
allegations as to corporate and director misconduct are set forth below:

(1) As indicated above, Ms. Kivel alleged that certain members of our Board of
Directors acted to terminate her as President and Chief Executive Officer in
retaliation for her efforts to comply with rulemaking promulgated pursuant to
the Sarbanes-Oxley Act of 2002 and the laws of the United States. The only
reasons that the Special Committee was aware of for Ms. Kivel's termination as
an officer are documented in the Special Committee Report. Those reasons were
founded on the fact that we had received information from a variety of sources
which impugned the competence and business ethics of Ms. Kivel. The Special
Committee believed that this decision was made in our best interests of the
Registrant.

(2) Ms. Kivel alleged that she was expressly denied access to our internal
financial records and accounts, and that the Board commenced its efforts to
remove her when she requested this material both orally and in writing. The
Special Committee was aware of no evidence that would suggest any members of the
Board had an ulterior motive for the decision to terminate Ms. Kivel's
employment as an officer. In addition, there is e-mail correspondence between
Ms. Kivel and our personnel that refuted the allegation that she was denied
access to our financial records. For example, by e-mail message dated June 27,
2007, Vaughn Barbon, our controller, offered to send our financial records to
Ms. Kivel, and explained to her that our most recent quarterly financial
statements were available on our corporate website as well as EDGAR.

(3) The Special Committee inquired into the allegation that Ms. Kivel was
somehow prevented from calling meetings of the Board. In an e-mail message dated
June 27, 2007 to Marcus M. Johnson, one of our directors, Ms. Kivel advised Mr.
Johnson that she was proposing to schedule a Board meeting in the "near future".
This suggests to the Special Committee that Ms. Kivel, as President and Chief
Executive Officer, as well as a director, believed it was up to her to schedule
the Board meeting and that she was planning to do so (although there is no
record of her following through and actually setting the meeting date). There
was no indication in Ms. Kivel's e-mail correspondence with our personnel, or in
any other records, which suggested that the other Board members were refusing to
meet with her.

(4) The Special Committee found no evidence in support of Ms. Kivel's
allegations to the effect that we were majority owned and managed by an
undisclosed Canadian individual. In particular, Ms. Kivel previously asserted
that Mr. Johnson acts as a nominee registered shareholder for that individual,
but the Special Committee did not find any evidence in support of Ms. Kivel's
allegation.

(5) Ms. Kivel alleged that the Board meeting of July 12, 2007 was conducted
illegally. That meeting was an extension of an earlier meeting held on July 9,
2007. The Special Committee found that the Board meetings of July 9, 2007 and
12, 2007 were each validly constituted and properly conducted in accordance with
Nevada law and our Articles and Bylaws.

(6) Ms. Kivel alleged that when she was appointed as Chief Executive Officer,
she was advised by certain directors and shareholders that we were undertaking
to raise capital by way of a private placement of stock, as well as a
disposition of assets, without her input, and without any Board action or input.
The Special Committee was not aware of any private placement or disposition of
assets that was undertaken without appropriate corporate authority and Board
approval.

(7) Ms. Kivel alleged that we did not have an Audit Committee, Compensation
Committee and no Governance Committee. This allegation is inaccurate. The Audit
Committee, then consisting of Marcus Johnson, Steve Jewett and Alan Sedgwick,
was duly appointed by Board resolution of April 25, 2006.

The balance of Ms. Kivel's allegations related to what appeared to be the real
basis for her grievances with us, namely, her disagreement with our Board's
decision to terminate her employment as an officer for cause.

RESPONSE FROM STACEY KIVEL

On October 4, 2007, we provided Ms. Kivel's counsel with a copy of the
disclosures made in response to Item 5.02 as filed with the Securities and
Exchange Commission, and provided Ms. Kivel with the opportunity to furnish a
letter stating whether she agreed with the statements made in the Current Report
on Form 8-K. Ms. Kivel's response letter dated October 5, 2007 was attached to
the Current Report as an exhibit.

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, 2008.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive
Officer and those executive officers that earned in excess of $100,000 during
fiscal year ended May 31, 2008 (the "Named Executive Officer"). Certain
officers/directors may not be included in the Summary Compensation Table since
their respective appointment dates occurred simultaneous with or subsequent to
fiscal year ended May 31, 2008.

SUMMARY COMPENSATION TABLE

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

Marcus 2007/2008 $60,000 -0- -0- $ -0- --- --- $ 86,500 $146,500
Johnson, 2006/2007 42,500 -0- -0- 64,380 --- --- -0- 106,880
President,
CEO
______________________________________________________________________________________________________________________

Bruce 2007/2008 -0- -0- -0- $ -0- --- --- $ -0- -0-
Horton, 2006/2007 -0- -0- -0- 64,380 --- --- -0- 64,380
CFO
______________________________________________________________________________________________________________________

(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, 2008

The following table sets forth information as at May 31, 2008 relating to
options that have been granted to the Named Executive Officer:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS STOCK AWARDS
__________________________________________________________________________________ ________________________________________________
Equity
Incentive
Plan
Awards:
Equity Market or
Incentive Payout
Equity Market Plan Awards: Value of
Incentive Plan Value of Number of Unearned
Number of Number of Awards: Number Number of Shares Unearned Shares,
Securities Securities of Securities Shares or or Units Shares, Units or
Underlying Underlying Underlying Units of of Stock Units or Other
Unexercised Unexercised Unexercised Option Stock That That Other Rights Rights That
Options Options Unearned Exercise Option Have Not Have Not That Have Have Not
Exercisable Unexercisable Options Price Expiration Vested Vested Not Vested Vested
Name (#) (#) (#) ($) Date (#) ($) (#) (#)
____________________________________________________________________________________________________________________________________

Marcus Johnson, 100,000 -0- -0- $ 1.00 05/09/17 100,000 -0- -0- -0-
President/CEO
____________________________________________________________________________________________________________________________________

D. Bruce Horton, 100,000 -0- -0- $ 1.00 05/09/17 100,000 -0- -0- -0-
CFO
____________________________________________________________________________________________________________________________________

Steve Jewett, 100,000 -0- -0- $ 1.00 05/09/17 100,000 -0- -0- -0-
Director
____________________________________________________________________________________________________________________________________

Bertrand Taquet, 350,000 -0- -0- $ 1.00 04/27/18 350,000 -0- -0- -0-
Director
____________________________________________________________________________________________________________________________________

Mark Campbell, 100,000 -0- -0- $ 1.00 05/09/17 100,000 -0- -0- -0-
prior Director
____________________________________________________________________________________________________________________________________

Duncan Bain, 100,000 -0- -0- $ 1.00 05/09/17 100,000 -0- -0- -0-
prior Director
____________________________________________________________________________________________________________________________________

Stacey Kivel, 500,000 -0- -0- $ 1.00 05/08/17 500,000 -0- -0- -0-
prior Director
____________________________________________________________________________________________________________________________________

The following table sets forth information relating to compensation paid to our
directors during fiscal year ended February 29, 2008:

DIRECTOR COMPENSATION TABLE

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- -0- -0- -0- -0- -0-
_____________________________________________________________________________________________________________________

D. Bruce Horton -0- -0- -0- -0- -0- -0- -0-
_____________________________________________________________________________________________________________________

Stephen Jewett -0- -0- -0- -0- -0- -0- -0-
_____________________________________________________________________________________________________________________

Bertrand Taquet -0- -0- $388,500 -0- -0- -0- $388,500
_____________________________________________________________________________________________________________________

Duncan Bain, -0- -0- -0- -0- -0- -0- -0-
prior director
_____________________________________________________________________________________________________________________

Mark Campbell, $ 2,000 -0- -0- -0- -0- -0- $ 2,000
prior director
_____________________________________________________________________________________________________________________

Stacey Kivel, $ 25,000 -0- -0- -0- -0- -0- $ 25,000
prior director
_____________________________________________________________________________________________________________________

(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.

EMPLOYMENT AND CONSULTING AGREEMENTS

We had 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

As of the date of this Annual Report, 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 38,136,862 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 6,686,500 (2) 15.98%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

D. Bruce Horton 100,000 (3) 0.002%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Steve Jewett 100,000 (3) 0.002%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Bertrand Taquet 350,000 (3) 0.0002%
2533 N. Caron Street, Suite 125
Carson City, Nevada 89706

All executive officers and directors 7,600,000 (4) 17.96%
as a group (4 persons)

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 38,136,862 shares issued and outstanding.

2. This figure includes: (i) 6,586,500 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 350,000 stock options which are exercisable at $1.00
per share expiring on April 27, 2018 to acquire 350,000 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.

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
INDEPENDENCE

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 During fiscal year ended May 31, 2008, we incurred an aggregate of
$87,000 in management fees to our officers and directors. In addition,
stock based compensation in connection with stock options granted to
related parties of $388,500 was recorded during the period.

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 during
fiscal year ended May 31, 2008.

ITEM 13. EXHIBITS

The following exhibits are filed as part of this Annual Report.

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. (18)

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)

10.8 Cease Trade Order of British Columbia Securities Commission dated
November 29, 2007 (15)

10.9 Letter from Petaquilla Minerals Ltd. dated April 14, 2008. (16)

10.10 Badner Letter of Engagement dated March 2, 2008. (17)

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

16.2 Letter of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants
(14)

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)

99.3 Resignation Letter from Stacey Kivel dated October 1, 2007 (13)

99.4 Report of Special Committee of Directors dated September 29, 2007
(13)

99.5 Response of Stacey Kivel dated October 5, 2007 (13)

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

32.1 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.

(13) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on October 5, 207.

(14) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on November 27, 2007.

(15) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on December 3, 2007.

(16) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on April 14, 2008.

(17) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on April 15, 2008.

(18) Filed with the SEC on September 13, 2007 as an exhibit.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2008, we incurred approximately $40,000 in fees
to our principal independent accountants for professional services rendered in
connection with the audit of our financial statements for fiscal year ended May
31, 2008 and for the review of our financial statements for the quarters ended
August 31, 2007, November 30, 2007 and February 29, 2008.

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 the quarters ended
August 31, 2006, November 30, 2006 and February 29, 2007.

During fiscal year ended May 31, 2008, 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 12, 2008

By: /s/ MARCUS JOHNSON
_____________________________________
Marcus Johnson
President/Chief Executive Officer

Dated: September 12, 2008

By: /s/ D. BRUCE HORTON
_____________________________________
D. Bruce Horton
Treasurer/Chief Financial Officer