UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 16, 2008
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Date of Report (Date of earliest event reported)
GENEVA RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-32593 98-0441019
____________________________ ________________________ ___________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706
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(Address of principal executive offices) (Zip Code)
(775) 348-9330
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective on May 16, 2008, the Board of Directors (the "Board") of Geneva
Resources, Inc., a Nevada corporation (the "Company"), authorized the engagement
of PMB+Helin Donovan (""PMBHD") in accordance with the terms and provisions set
forth in that certain letter agreement dated May 16, 2008 (the "Agreement"). The
Company has engaged PMBHD to rendered services and related reports to the
Company in order to ensure compliance with Section 404 of the Sarbanes-Oxley Act
of 2002. In accordance with the terms and provisions of the Agreement, PMBHD
shall perform certain services including, but not limited to, the following: (i)
conduct a full review of the Company's management governance process; (ii)
assemble a project team to conduct an evaluation of the project; (iii) document
and evaluate internal control; (iv) assist management in the development of
policies and procedures; (v) document and evaluate procedures and processes at
the transactional level; (vi) development independent testing procedures; and
(vii) establish a remediation plan and coordinate implementation. The Company
shall pay for such services on an hourly basis.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) SHELL COMPANY TRANSACTION.
Not applicable.
(d) EXHIBITS.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENEVA RESOURCES, INC.
DATE: May 19, 2008. /s/ MARCUS JOHNSON
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Name: Marcus Johnson
Title: President/Chief Executive Officer
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