UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 8, 2009 ________________________________________________ Date of Report (Date of earliest event reported) GENEVA RESOURCES, INC. ______________________________________________________ (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 89706 ___________________________________________________ (Address of principal executive offices) (Zip Code) (775) 348-9330 __________________________________________________ Registrant's telephone number, including area code N/A _____________________________________________________________ (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 3. SECURITIES AND TRADING MATTERS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES Effective on December 8, 2009, the Board of Directors of Geneva Resources Inc., a Nevada corporation (the "Company"), completed a private placement offering (the "Private Placement") with certain non-United States residents (collectively, the "Investors"). In accordance with the terms and provisions of the Private Placement, the Company issued to the Investors an aggregate of 7,000,000 shares of common stock at a per share price of $0.05 in the capital of the Company for aggregate proceeds of $350,000. The shares of Common Stock under the Private Placement were sold to two non-United States Investors in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). The Private Placement has not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Investors each executed a subscription agreement and acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) SHELL COMPANY TRANSACTION. Not applicable. (D) EXHIBITS. Not applicable. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENEVA RESOURCES, INC. Date: December 8, 2009. /s/ MARCUS JOHNSON ________________________________________ Name: Marcus Johnson Title: President/Chief Executive Officer __________ -3-