Edgar Filing: Geneva Resources, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

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

For the period ended February 29, 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 NUMBER: 0-32593

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

NEVADA 98-0441019
_________________________________ ___________________
(STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
OF 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
12(b) OF THE ACT: ON WHICH REGISTERED:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, $0.001PAR VALUE
_____________________________
(TITLE OF CLASS)

Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

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

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

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

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding
of each of the issuer's classes of common
stock, as of the most practicable date:
Class Outstanding as of April 11, 2008

Common Stock, $0.001 par value 41,260,000

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

GENEVA RESOURCES, INC.

FORM 10-QSB

Page

PART I. FINANCIAL INFORMATION 4

Item 1. FINANCIAL STATEMENTS

Balance Sheet 5
Statements of Operations 6
Statements of Cash Flows 7
Notes to Financial Statements 8

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION. 17

Item 3. CONTROLS AND PROCEDURES. 27

PART II. OTHER INFORMATION. 28

Item 1. LEGAL PROCEEDINGS. 28

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 29

Item 3. DEFAULTS UPON SENIOR SECURITIES. 30

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 30

Item 5. OTHER INFORMATION. 30

Item 6. EXHIBITS. 33

SIGNATURES 34

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

FINANCIAL STATEMENTS

FEBRUARY 29, 2008
(UNAUDITED)

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

BALANCE SHEETS

February 29, May 31,
2008 2007
___________________________________________________________________________________________________________
(unaudited) (audited)
___________________________________________________________________________________________________________

ASSETS
CURRENT ASSETS
Cash $ 43,452 $ 5,749
___________________________________________________________________________________________________________
TOTAL ASSETS $ 43,452 $ 5,749
===========================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 914,986 $ 1,028,011
Due to related parties (Note 6) 116,500 47,500
Shareholder's loan (Note 7) 1,023,500 403,500
Accrued interest (Note 7) 60,065 11,390
___________________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES 2,115,051 1,490,401
___________________________________________________________________________________________________________

STOCKHOLDERS' DEFICIT
Common stock, 200,000,000 shares authorized with $0.001 par value,
Issued and outstanding 41,260,000 shares of common stock 41,260 41,200
(May 31, 2007 - 41,200,000)
Additional paid-in capital 8,578,578 8,498,638
Private placement subscriptions 400,000 -
Deficit accumulated during the exploration stage (11,091,437) (10,024,490)
___________________________________________________________________________________________________________
TOTAL STOCKHOLDERS' DEFICIT (2,071,599) (1,484,652)
___________________________________________________________________________________________________________
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 43,452 $ 5,749
===========================================================================================================

The accompanying notes are an integral part of these interim financial statements

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

STATEMENTS OF OPERATIONS
(UNAUDITED)
From
inception
Three Months Ended Nine Months Ended (April 5, 2004)
___________________________ ___________________________ to
February 29, February 28, February 29, February 28, February 29,
2008 2007 2008 2007 2008
________________________________________________________________________________________________________________________

REVENUE $ - $ - $ - $ - $ 46,974
________________________________________________________________________________________________________________________

DIRECT COSTS - - - - 56,481
________________________________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
Office and general 26,862 29,697 87,640 45,579 167,449
Consulting fees 25,000 26,562 55,000 52,263 433,027
Marketing expenses 9,820 - 16,840 - 893,083
Management Fees 25,000 - 87,000 - 852,906
Mineral property expenditures (Note 3) 230,539 50,000 565,462 7,550,000 8,183,322
Professional fees 69,411 54,927 255,005 125,161 552,143
________________________________________________________________________________________________________________________

TOTAL GENERAL &
ADMINISTRATION EXPENSES 386,632 161,186 1,066,947 7,773,003 11,081,930
________________________________________________________________________________________________________________________

NET LOSS $ (386,632) $ (161,186) $ (1,066,947) $ (7,773,003) $ (11,091,437)
========================================================================================================================

BASIC LOSS PER COMMON SHARE $ (0.01) $ (0.00) $ (0.03) $ (0.20)
=======================================================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC 41,226,484 41,155,556 41,210,474 38,504,029
=======================================================================================================

The accompanying notes are an integral part of these interim financial statements

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

STATEMENTS OF CASH FLOWS
(UNAUDITED)
From
inception
Nine Months Ended (April 5, 2004)
___________________________ to
February 29, February 28, February 29,
2008 2007 2008
________________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,066,947) $ (7,773,003) $ (11,091,437)
Adjustments to reconcile net loss to net cash used in operating
activities:
Non-cash mineral property expenditures 80,000 7,400,000 7,480,000
Stock-based compensation - - 965,671
Changes in operating assets and liabilities:
Accounts receivable - - -
Prepaid expenses - - -
Accrued interest on shareholder's loan 48,675 3,126 60,065
Due to related parties 69,000 (16,799) 116,500
Accounts payable and accrued liabilities (113,025) 143,523 914,986
________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES (982,297) (243,153) (1,554,215)
________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock sales and subscriptions 400,000 - 574,167
Proceeds from shareholder advances 620,000 185,000 1,023,500
________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES 1,020,000 185,000 1,597,667
________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH 37,703 (58,153) 43,452

CASH, BEGINNING 5,749 73,383 -
________________________________________________________________________________________________________________________

CASH, ENDING $ 43,452 $ 15,230 $ 43,452
========================================================================================================================

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

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

The accompanying notes are an integral part of these interim financial statements

GENEVA RESOURCES, INC.
(FORMERLY GENEVA GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2008 (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

During the quarter ended November 30, 2006, the Company entered the business of
exploration of precious metals with a focus on the exploration and development
of gold deposits in North America and Internationally. During 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 $11,091,437. As at February
29, 2008, the Company has a working capital deficit of $2,071,599. 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.

UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for financial information and with
the instructions to Form 10-QSB of Regulation S-B. They do not include all
information and footnotes required by United States generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material changes in the information
disclosed in the notes to the financial statements for the year ended May 31,
2007, included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The unaudited financial statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the nine months ended February 29, 2008, are not
necessarily indicative of the results that may be expected for the year ending
May 31, 2008.

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.

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

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.

Mineral property exploration costs are expensed as incurred.

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

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 February 29, 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 February 29, 2008, the Company had net operating
loss carry forwards. However, due to the uncertainty of realization the Company
has provided a full valuation allowance for the deferred tax assets resulting
from these loss carry forwards. Deferred income taxes are reported for timing
differences between items of income or expense reported in the financial
statements and those reported for income tax purposes in accordance with SFAS
No. 109, Accounting for Income Taxes, which requires the use of the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits 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 bases, and for tax loss and credit
carry-forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those

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

temporary differences are expected to be recovered or settled. The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary differences and carry-forwards when realization is more likely than
not.

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

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

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

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

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 February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" ("SAS 159"). SFAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We do not expect that the adoption of SFAS 159 will have a
material impact on our financial condition or results of operations.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51 ("SFAS 160"). SFAS 160
establishes new accounting and reporting standards for noncontrolling interests
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 will
require entities to classify noncontrolling interests as a component of
stockholders' equity and will require subsequent changes in ownership interests
in a subsidiary to be accounted for as an equity transaction. Additionally, SFAS
160 will require entities to recognize a gain or loss upon the loss of control
of a subsidiary and to remeasure any ownership interest retained at fair value
on that date. This statement also requires expanded disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners. SFAS 160 is effective on a prospective basis for
years, and interim periods within those years, beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which are
required to be applied retrospectively. Early adoption is not permitted.

At February 29, 2008, the Company did not have any noncontrolling interests in
subsidiaries. Management is currently evaluating the effects, if any, that SFAS
160 will have upon the presentation and disclosure of noncontrolling interests
in the consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,"
(SFAS "161") as amended and interpreted, which requires enhanced disclosures
about an entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity's financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted.

At February 29, 2008, the Company did not have any derivative instruments or
hedging activities. Management is aware of the requirements of SFAS 161 and will
disclose when appropriate.

FASB Interpretation 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Benefits from tax
positions should be recognized in the financial statements only when it is more
likely than not that the tax position will be sustained upon examination by the
appropriate taxing authority that would have full knowledge of all relevant
information. The amount of tax benefits to be recognized for a tax position that
meets the more-likely-than-not recognition threshold is measured as the largest
amount of benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. Tax benefits relating to tax positions that previously
failed to meet the more-likely-than-not recognition threshold should be
recognized in the first subsequent financial reporting period in which that
threshold is met or certain other events have occurred. Previously recognized
tax benefits relating to tax positions that no longer meet the
more-likely-than-not recognition threshold should be derecognized in the first
subsequent financial reporting period in which that threshold is no longer met.
Interpretation 48 also provides guidance on the accounting for and disclosure of
tax reserves for unrecognized tax benefits, interest and penalties and
accounting in interim periods. Interpretation 48 is effective for fiscal years
beginning after December 15, 2006. The change in net assets as a result of
applying this pronouncement will be a change in accounting principle with the
cumulative effect of the change required to be treated as an adjustment to the
opening balance of retained earnings on January 1, 2007, except in certain cases
involving uncertainties relating to income taxes in purchase business
combinations. In such instances, the impact of the adoption of Interpretation 48
will result in an adjustment to goodwill. While the Company analysis of the

impact of adopting Interpretation 48 is not yet complete, it does not currently
anticipate it will have a material impact on the Company's consolidated
financial statements.

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

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

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 has granted the
Company the sole and exclusive option to acquire up to a 70% undivided interest
in and to five exploration concessions situated in the Republic of Panama which
are owned and controlled by Petaquilla's wholly-owned subsidiary.

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

1. The sum of $100,000 in cash (paid).

2. 4,000,000 common shares of the Company to be issued and delivered to
Petaquilla within five business days from the execution and delivery
of the Option Agreement. On December 1, 2006, the Company issued to
Petaquilla 4,000,000 common shares from the treasury of the Company,
at which time Petaquilla became a significant shareholder of the
Company. The estimated fair value of the 4,000,000 shares was
$7,400,000 and has been recorded as mineral property expenditures and
included in operating results for the year ended May 31, 2007.

3. An additional $200,000 in cash to be paid by wire transfer, and
exploration expenditures of not less than $1,000,000 to be incurred
and paid, both on or before May 31, 2007. An additional $300,000 in
cash to be paid by wire transfer, and exploration expenditures of not
less than $3,000,000 to be incurred and paid, both on or before May
31, 2008.

4. Cumulative exploration expenditures of not less than $6,000,000 to be
incurred and paid on or before May 31, 2009. Subject to the prior
exercise of the First Option, and in accordance with the terms and
conditions of the Option Agreement, Petaquilla has therein also
granted to the Company the exclusive right and further option (the
"Second Option") to increase the Company's undivided interest in the
property from 60% to 70% by incurring and paying for an additional
$3,000,000 in exploration expenditures during the period between
exercise of the First Option and May 31, 2010.

5. During the term of the Option Agreement, Petaquilla is entitled to
nominate up to 40% of the total number of directors of the Company.

6. In addition, the Company is to establish a stock option plan which
allocates not less than 15% of the then issued shares in the capital
of the Company for the granting of options and shall grant to
Petaquilla, or its nominees stock options equal in number to not less
than one-third of the number of options allocated under such plan.

On January 30, 2007, the Company was 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. The parties are awaiting formal arbitration
proceedings and accordingly the outcome of the arbitration is presently not
determinable.

Subsequent to February 29, 2008, the Company entered into a settlement agreement
and mutual release with Petaquilla to resolve these various actions and disputes
(refer to Note 9).

(c) VILCORO GOLD PROPERTY
On February 23, 2007, the Company entered into a Property Option Agreement with
St. Elias Mines Ltd., 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, we entered into an extension agreement with St. Elias (the
"December Extension Agreement". The December 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, and provides an extension until March 31,
2008 to incur and pay such Exploration Expenditures. On March 28, 2008 a further
extension was granted until June 30, 2008 to incur and pay such Exploration
Expenditures.

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 of the signing of the Property Option Agreement.

2. expenditures of $750,000 are to be incurred on or before the twenty
fourth month anniversary of the signing of the Property Option
Agreement; and

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 has
subsequently been 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 Mineral Property
Option Agreement. The Company has no ongoing obligations in connection with this
agreement.

NOTE 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

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

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 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 private placement of Units now to be offered at $1.00
per unit with each unit consisting of one common share only.

On October 15, 2007, the Company issued 10,000 common shares with a fair value
of $15,000 regarding 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)

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

NOTE 5 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

A summary of the Company's stock options as of February 29, 2008, and changes
during the period then ended is presented below:

_____________________________________________________________________________________________
Weighted average Weighted average
Number of exercise Price remaining Contractual
Options per share 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 1,500,000 - -
Exercised during the period - - -
_____________________________________________________________________________________________

OUTSTANDING AT FEBRUARY 29, 2008 1,500,000 $1.00 9.19
_____________________________________________________________________________________________

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

MANAGEMENT FEES
During the nine month period ended February 29, 2008, the Company incurred
$87,000 for management fees to officers and directors (May 31, 2007 - $16,799).
The total amount owing to the officers and directors as of February 29, 2008 was
$116,500 (May 31, 2007 - $47,500.)

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.

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 the nine
months ended February 29, 2008 an additional $620,000 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 February 29, 2008 including accrued interest is
$1,083,565. (May 31, 2007 - $414,890)

NOTE 8 - CONTINGENCY
________________________________________________________________________________

During July 2007, we terminated our President's employment for cause. She has
since made certain false allegations against the Company. Although the Company
refutes her 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.

NOTE 9 - SUBSEQUENT EVENTS
________________________________________________________________________________

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.

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)
________________________________________________________________________________

On April 11, 2008, the Company entered into a mutual release with Petaquilla
(the "Release"), pursuant to which the terms of the Settlement were
acknowledged. In accordance with the terms and provisions of the Release, the
parties agreed to release each other and their respective directors, officers,
employees, agents and assigns from any and all causes of action, claims and
demands of any nature or kind whatsoever arising up to the present date relating
to the Petaquilla Option Agreement and to any of the subject matter of the
arbitration proceedings.

It is anticipated that the pending arbitration proceedings will be dismissed
with the British Columbia International Commercial Arbitration Center.

To date, the 4,000,000 shares of restricted common stock have been returned to
the Company's treasury for cancellation.

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.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-QSB 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
Quarterly Report on Form 10-QSB 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

GENERAL

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.".

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 America and
internationally. As of the date of this Quarterly 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

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.

FIRST OPTION. In order to exercise the initial portion of the Option to acquire
an initial 60% undivided interest in and to the San Juan Property (the "First
Option"), we are required to: (i) pay to Petaquilla the aggregate sum of
$600,000 (of which $100,000 was paid on approximately November 17, 2006); (ii)
issue to Petaquilla 4,000,000 shares of our restricted common stock (which
4,000,000 shares were issued as of December 1, 2006); and (iii) incur or cause
to be incurred directly or indirectly and pay for an aggregate of $6,000,000 in
cumulative exploration expenditures as follows: (a) the sum of $100,000, which
has been paid to Petaquilla; (b) issue 4,000,000 shares of restricted common
stock, which have been issued to Petaquilla; (c) payment of an additional
$200,000 and incurrence and payment of exploration expenditures of not less than
$1,000,000 on or before May 31, 2007; (d) payment of an additional $300,000 and
incurrence and payment of exploration expenditures of not less than $3,000,000
on or before May 31, 2008; and (e) incurrence and payment of cumulative
exploration expenditures of not less than $6,000,000 on or before May 31, 2009.

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 Quarterly 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.

On January 30, 2007, we received notice pursuant to a news release from
Petaquilla that the board of directors of Petaquilla has resolved to rescind the
Petaquilla Option Agreement. We were current in our obligations under the
Petaquilla Option Agreement and disputed the alleged rescission and advised
Petaquilla that the Option was in good standing. Consequently, on February 13,
2007, in accordance with the provisions of the Petaquilla Option Agreement and
as a result of Petaquilla's purported rescission of the Petaquilla Option
Agreement, we filed a notice with the British Columbia International Commercial
Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement
of Claims with the arbitrators seeking specific performance of the Petaquilla
Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of
Defense. As of the date of this Quarterly Report, it is anticipated that the
pending arbitration proceedings will be dismissed with the British Columbia
International Commercial Arbitration Center. See "Part II. Item 1. Legal
Proceedings."

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 Quarterly 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.

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.

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 Extension Agreement"). The December 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 a second extension agreement with St. Elias
(the "March Extension Agreement"). The March Extension Agreement acknowledges
that in accordance with the terms and provisions of the December 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.

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 Quarterly Report have been
issued); and (ii) incur costs totaling $2,500,000 as follows: (a) first
expenditure of $500,000 are to be incurred on or before the 12-month anniversary
of execution of the Vilcoro Option Agreement (which date has been extended to
June 30, 2008 and of which $250,000 has been incurred as of the date of this

Quarterly Report; (b) second expenditure of $750,000 are 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 are to be incurred on or before the
36-month anniversary of execution of the Vilcoro Option Agreement. See Part II.
Item II. "Changes in Securities and Use of Proceeds."

Under further terms of the Vilcoro Option Agreement: (i) St. Elias will be the
operator of the Vilcoro Properties and will receive an 8% operator fee on all
exploration expenditures; (ii) once we exercise the 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 Quarterly Report, we are
engaged in our Phase I exploration program. A total of 256 channel samples and
28 check samples have been collected from outcrops, trenches and underground
workings, which sample preparation and analytical work was undertaken at ALS
Chemex SA Laboratory (an ISO-certified facility) in Lima Peru, using standard
industry practice fire assay with an atomic absorption finish. Most of the
channel samples were three to five meters long. This work has defined two
mineralized trends referred to as the Main Trend and the South Trend. Six
individual mineralized zones (Zones 1 through 6) have been identified within the
Main Trend and three individual mineralized zones (Zones A through C) have been
identified within the South Trend. The South Trend lies approximately 200 meters
to the south of the Main Trend and comprises an east-west alignment (parallel to
the Main Trend) of mineralized hydrobreccia occurrences in three zones.

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.

NIGERIA PROPERTY

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

Under the terms of the Operating Agreement, we were granted a forty-five (45)
day due diligence period (the "Due Diligence Period") starting on the effective
date of the Operating Agreement, which has been subsequently extended on June
12, 2007, August 7, 2007, September 18, 2007 and October 24, 2007, respectively.
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 was January 10, 2008 and 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 side 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, on January 31, 2008, we elected not to
proceed with the Option. Accordingly, the Operating Agreement was effectively
terminated on January 31, 2008.

RESULTS OF OPERATION

NINE-MONTH PERIOD ENDED FEBRUARY 29, 2008 COMPARED TO NINE-MONTH PERIOD ENDED
FEBRUARY 28, 2007.

The summarized consolidated financial data set forth in the tables below and
discussed in this section should be read in conjunction with our consolidated
financial statements and related notes for the nine-month period ended February
29, 2008 and February 28, 2007, which financial statements are included
elsewhere in this Quarterly Report.

___________________________________________________________________________________________
NINE-MONTH PERIOD ENDED NINE-MONTH PERIOD ENDED
FEBRUARY 29, 2008 FEBRUARY 28, 2007
(UNAUDITED) (UNAUDITED)
___________________________________________________________________________________________

REVENUE -0- -0-
DIRECT COSTS -0- -0-
GROSS MARGIN -0- -0-
GENERAL AND ADMINISTRATIVE EXPENSES
Office and general 87,640 45,579
Consulting fees 55,000 52,263
Marketing expenses 16,840 -0-
Management fees 87,000 -0-
Mineral property expenditures 565,462 7,550,000
Professional fees 255,005 125,161
NET LOSS ($1,066,947) ($7,773,003)
___________________________________________________________________________________________

Our net loss during the nine-month period ended February 29, 2008 was
approximately ($1,066,947) compared to a net loss of ($7,773,003) for the
nine-month period ended February 28, 2007 (a decrease of $6,706,056).

During the nine-month periods ended February 29, 2008 and February 28, 2007, we
did not generate any revenue. During the nine-month period ended February 29,
2008, we incurred general and administrative expenses in the aggregate amount of
$1,066,947 compared to $7,773,003 incurred during the nine-month period ended
February 28, 2007 (a decrease of $6,706,056). The operating expenses incurred
during the nine-month period ended February 29, 2008 consisted of: (i) mineral
property expenditures of $565,462 (2007: $7,550,000); (ii) office and general of
$87,640 (2007: $45,579); (iii) consulting fees of $55,000 (2007: $52,263); (iv)
management fees of $87,000 (2007: $-0-); (v) professional fees of $255,005
(2007: $125,161); and (vi) marketing expenses of $16,840 (2007: $-0-). The
decrease in expenses incurred during the nine-month period ended February 29,
2008 compared to the nine-month period ended February 28, 2007, resulted
primarily from the substantial decrease in mineral property expenditures based
upon the current status of the scale and scope of exploratory and acquisition
programs.

The decrease in net loss during the nine-month period ended February 29, 2008
compared to the nine-month period ended February 28, 2007, is attributable
primarily to the substantial decrease in mineral property expenditures relating
to the current status of the scale and scope of acquisition and exploratory
programs. Consulting, management and professional fees incurred during the
nine-month period ended February 29, 2008 increased pertaining to the increase
in acquisition and development of our mineral properties and related contracted
services. General and administrative expenses generally include corporate
overhead, financial and administrative contracted services, marketing and
consulting costs.

Our net loss during the nine-month period ended February 29, 2008 was
($1,066,947) or ($0.03) per share compared to a net loss of ($7,773,003) or
($0.20) per share for the nine-month period ended February 28, 2007. The
weighted average number of shares outstanding was 41,210,474 at February 29,
2008 compared to 38,504,029 for the nine-month period ended February 28, 2007.

THREE-MONTH PERIOD ENDED FEBRUARY 29, 2008 COMPARED TO THREE-MONTH PERIOD ENDED
FEBRUARY 28, 2007.

Our net loss during the three-month period ended February 29, 2008 was
approximately ($386,632) compared to a net loss of ($161,186) for the
three-month period ended February28, 2007 (an increase of $225,446).

During the three-month periods ended February 29, 2008 and February 28, 2007, we
did not generate any revenue. During the three-month period ended February 29,
2008, we incurred general and administrative expenses in the aggregate amount of
$386,632 compared to $161,186 incurred during the three-month period ended
February 28, 2007 (an increase of $225,446). The operating expenses incurred
during the three-month period ended February 29, 2008 consisted of: (i) mineral
property expenditures of $230,539 (2007: $50,000); (ii) office and general of
$26,862 (2007: $29,697); (iii) consulting fees of $25,000 (2007: $26,562); (iv)
management fees of $25,000 (2007: $-0-); (vi) professional fees of $69,411
(2007: $54,927); and (v) marketing expenses of $9,820 (2007: $-0-). The increase
in expenses incurred during the three-month period ended February 29, 2008
compared to the three-month period ended February 28, 2007 resulted primarily
from the substantial increase in mineral property expenditures based upon the
increase in scale and scope of exploratory and acquisition programs and an
increase in professional fees and management fees.

The increase in net loss during the three-month period ended February 29, 2008
compared to the three-month period ended February 28, 2007 is attributable
primarily to the substantial increase in mineral property expenditures relating
to the increase in the scale and scope of acquisition and exploratory programs
and to the increase in professional fees and management fees. Consulting,
management and professional fees incurred during the three-month period ended
February 29, 2008 increased pertaining to the increase in acquisition and
development of our mineral properties and related contracted services. General
and administrative expenses generally include corporate overhead, financial and
administrative contracted services, marketing and consulting costs.

Our net loss during the three-month period ended February 29, 2008 was
($386,632) or ($0.01) per share compared to a net loss of ($161,186) or ($0.00)
per share for the three-month period ended February 28, 2007. The weighted
average number of shares outstanding was 41,226,484 for the three months ended
February 29, 2008 compared to 41,155,556 during the same period in 2007.

LIQUIDITY AND CAPITAL RESOURCES

NINE-MONTH PERIOD ENDED FEBRUARY 29, 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 February 29, 2008, our current assets were $43,452 and our current
liabilities were $2,115,051, resulting in a working capital deficit of
$2,071,599. As at February 29, 2008, our total assets were $43,452 consisting of
current assets only compared to total assets of $5,749 as at May 31, 2007. As at

February 29, 2008, our current liabilities were $2,115,051 compared to current
liabilities of $1,490,401 as at May 31, 2007. Our current liabilities consisted
of: (i) $914,986 in accounts payable and accrued liabilities; (ii) $1,083,565 in
shareholder's loan and accrued interest; and (iii) $116,500 due to related
parties. The 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 increased from ($1,484,652) as at May 31, 2007 to
($2,071,599) as at February 29, 2008.

We have not generated positive cash flows from operating activities. For the
nine-month period ended February 29, 2008, net cash flow used in operating
activities was ($982,297) compared to net cash flow used in operating activities
of ($243,153) for the nine-month period ended February 28, 2007. Net cash flow
used in operating activities during the nine-month period ended February 29,
2008 consisted primarily of a net loss of ($1,066,947) adjusted by $69,000 due
to related party, ($113,025) in accounts payable and accrued liabilities and
$80,000 in non-cash mineral property expenditures, and by an increase of $48,675
in accrued interest on shareholder's loan.

During the nine-month period ended February 29, 2008, net cash flow provided by
financing activities was $1,020,000 compared to net cash flow from financing
activities of $185,000 for the nine-month period ended February 28, 2007. Net
cash flow provided from financing activities during the nine-month period ended
February 29, 2008 pertained primarily to $400,000 received as proceeds for
common stock subscriptions and $620,000 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 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, 2007 and May 31, 2006 audited financial statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going concern. The financial statements have been prepared
"assuming that we will continue as a going concern," which contemplates that we
will realize our assets and satisfy our liabilities and commitments in the
ordinary course of business.

MATERIAL COMMITMENTS
As of the date of this Quarterly 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 totaling $2,500,000 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 Extension Agreement. The
December 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 Extension Agreement. The March
Extension Agreement acknowledges that in accordance with the terms and
provisions of the December 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.

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 the nine-month period
ended February 29, 2008, an additional $620,000 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 February 29, 2008, we owe an aggregate of $1,083,565 in principal and accrued
interest.

BADNER GROUP LLC

ITEM 3. 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 February 29, 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 the nine-month period ended February 29,
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 unaudited
financial statements as of and for the nine-month period ended February 29,
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 unaudited financial statements
referred to above be included in our Quarterly Report on Form 10-QSB for the
nine-month period ended February 29, 2008, filed with the Securities and
Exchange Commission.

PART II. OTHER INFORMATION

ITEM 1. 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 Quarterly 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") regarding certain previous
disclosure related to 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 Quarterly Report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding, or (ii) has an adverse interest to us in
any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERING

During the nine-month period ended February 29, 2008, we received subscription
agreements for an aggregate of 400,000 shares of our restricted common stock
through a private placement of Units, at $1.00 per Unit for total proceeds of
$400,000. Each Unit consists of one common share in our capital stock. 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

RESIGNATION OF DIRECTOR

We 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, Ms. Kivel alleges that she is 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 itemized eight separate
actions of alleged wrongdoing, the most serious of which consisted 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.

Our Board of Directors had resolved to terminate Ms. Kivel's employment as our
officer at the Board of Director meeting held on July 12, 2007. Ms. Kivel
received notice of and participated in that meeting by way of telephone
conferencing. Our Board of Directors believes that the allegations of wrongdoing
contained in the Resignation Letter are unsupported and self-serving, and are
essentially a reiteration of certain allegations of misconduct that Ms. Kivel
did not raise until after her termination as our 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 of Directors.

The Special Committee delivered its report to our 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.

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 has alleged that certain members of our Board
of Directors acted to terminate her as our 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 is aware of for
Ms. Kivel's termination as an officer are documented in the Special
Committee Report. Those reasons are founded on the fact we had received
information from a variety of sources which impugned the competence and
business ethics of Ms. Kivel. The Special Committee believes that this
decision was made in our best interests.

(2) Ms. Kivel has alleged that she was expressly denied access to our internal
financial records and accounts, and that the Board of Directors commenced
its efforts to remove her when she requested this material both orally and
in writing. The Special Committee is aware of no evidence that would
suggest any members of our Board of Directors had an ulterior motive for
the decision to terminate Ms. Kivel's employment as our officer. In
addition, there is e-mail correspondence between Ms. Kivel and our
personnel that refutes 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 has inquired into the allegation that Ms. Kivel was
somehow prevented from calling meetings of our Board of Directors. 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 our 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 is no
indication in Ms. Kivel's e-mail correspondence with our personnel, or in
any other of our records, which suggests that the other Board members were
refusing to meet with her.

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

(5) Ms. Kivel has 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 July12, 2007 were each validly constituted and properly conducted
in accordance with Nevada law and our Articles of Incorporation and Bylaws.

(6) Ms. Kivel alleges 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 is not aware of any private
placement or disposition of assets that have been undertaken without
appropriate corporate authority and Board of Director approval.

(7) Ms. Kivel has alleged that we have no Audit Committee, Compensation
Committee and no Governance Committee. This allegation is inaccurate. The
Audit Committee, consisting of Marcus Johnson, Steve Jewett and Alan
Sedgwick, was duly appointed by Board of Director resolution of April 25,
2006.

The balance of Ms. Kivel's allegations relate to what appears to be the real
basis for her grievances with us, namely, her disagreement with our Board of
Director'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 we were making in response to Item 5.02 in the Current Report on
Form 8-K dated October 1, 2007 as filed with the Securities and Exchange
Commission on October 5, 2007, and provided Ms. Kivel with the opportunity to
furnish a letter stating whether she agrees with the statements made in the
Current Report on Form 8-K. See "Item 6. Exhibits" below.

CHANGES IN OUR CERTIFYING ACCOUNTANT

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 consolidated 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 the Current Report on Form 8-K (the "Current
Report") filed November 27, 2007 with the Securities and Exchange Commission,
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 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 appointment of DeJoya as our principal registered
accounting firm at this time, we have 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 6. EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-QSB:

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT

10.1 Engagement Letter of Agreement dated April 14, 2008 between
Geneva Resources Inc. and Badner Group LLC. (1)

10.2 Settlement Agreement between Geneva Resources Inc. and
Petaquilla Minerals Ltd. Dated March 14, 2008. (2)

99.1 Resignation letter from Stacey Kivel dated October 1, 2007
(3)

99.2 Report of the Special Committee of Directors dated
September 29, 2007. (3)

99.3 Response letter from Stacey Kivel dated October 5, 2007.(3)

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 our Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 15, 2008 and incorporated
herein by this reference.

(2) Filed as an Exhibit to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 14, 2008 and incorporated
herein by this reference.

(3) Filed as an Exhibit to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 5, 2007 and incorporated
herein by this reference.

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: April 21, 2008 By: /s/ MARCUS JOHNSON
_______________________________
Marcus Johnson, President/
Chief Executive Officer

Dated: April 21, 2008 By: /s/ D. BRUCE HORTON

_______________________________
D. Bruce Horton,
Chief Financial Officer