UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 8, 2009
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Date of Report (Date of earliest event reported)
GENEVA RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-32593 98-0441019
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2533 N. CARSON STREET, SUITE 125
CARSON CITY, NEVADA 89706 89706
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(Address of principal executive offices) (Zip Code)
(775) 348-9330
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective on December 8, 2009, the Board of Directors of Geneva Resources Inc.,
a Nevada corporation (the "Company"), completed a private placement offering
(the "Private Placement") with certain non-United States residents
(collectively, the "Investors"). In accordance with the terms and provisions of
the Private Placement, the Company issued to the Investors an aggregate of
7,000,000 shares of common stock at a per share price of $0.05 in the capital of
the Company for aggregate proceeds of $350,000.
The shares of Common Stock under the Private Placement were sold to two
non-United States Investors in reliance on Regulation S promulgated under the
United States Securities Act of 1933, as amended (the "Securities Act"). The
Private Placement has not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without registration with
the United States Securities and Exchange Commission or an applicable exemption
from the registration requirements. The Investors each executed a subscription
agreement and acknowledged that the securities to be issued have not been
registered under the Securities Act, that they understood the economic risk of
an investment in the securities, and that they had the opportunity to ask
questions of and receive answers from the Company's management concerning any
and all matters related to acquisition of the securities.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENEVA RESOURCES, INC.
Date: December 8, 2009.
/s/ MARCUS JOHNSON
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Name: Marcus Johnson
Title: President/Chief Executive Officer
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