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 (the "Act")
March
29, 2007
(Date
of earliest event reported)
GEOGLOBAL
RESOURCES INC.
(Exact
name of Registrant as specified in its Charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-32158
(Commission
File
Number)
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33-0464753
(I.R.S.
Employer
Identification
No.)
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310,
605 - 1st
Street S.W.
Calgary,
Alberta, Canada T2P 3S9
(Address
of principal executive offices)
Telephone
Number (403) 777-9250
(Registrant's
telephone number, including area code)
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
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|
|
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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(Former
name or address, if changed since last report)
Item
2.02. Results of Operations and Financial Condition.
(a) As
more
fully disclosed below in Item 4.02(a), on April 4, 2007, we issued a press
release, attached hereto as Exhibit 99.1, announcing that based on the advice
of
our Audit Committee and outside consultants, with the concurrence of our
independent registered public accountant, our Board of Directors concluded
that
the financial statements in our Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2006 should no longer be relied upon because of an error
in
such financial statements.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
(a) (1) On
March
29, 2007, our Board of Directors, based on the advice of our Audit Committee
and
outside consultants with the concurrence of our independent registered public
accountant, concluded that the financial statements in our Quarterly Report
on
Form 10-QSB for the quarter ended September 30, 2006 should no longer be relied
upon because of an error in such financial statements.
(2) The
conclusion was reached on the basis that an error had been made in connection
with our compliance with FAS 123R and the calculation of our stock based
compensation for the three and nine months ended September 30, 2006 that
appeared in our Quarterly Report on Form 10-QSB for the quarter ended September
30, 2006. The
error
affects the consolidated balance sheets, the consolidated statements of
operations, the consolidated statements of cash flows and notes 4a and 5b(i)
to
the notes to the financial statements contained in that Report. The
error
resulted in a reclassification and an overstatement
of stock-based compensation of $1,028,925 for the three and nine months ended
September 30, 2006 as well as an overstatement of net loss and comprehensive
loss for the three and nine months ended September 30, 2006 of $654,075 as
highlighted below. We have also reclassified the stock based compensation
expense to the line item in which the employees’ salary or consultants' fees are
recorded. The restatement has no effect on our Current Assets or Current
Liabilities.
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Three
months ended
Sept
30-2006
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Nine
months ended
Sept
30-2006
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|||
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Stock-based
compensation
Allocated
as follows:
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Restated
US$
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As
previously reported
US$
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Restated
US$
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As
previously reported
US$
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Consolidated
Balance Sheets
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||||
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Property
and equipment
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||||
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Exploration
costs - India
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326,385
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701,235
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393,810
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768,660
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Consolidated
Statement of Operations
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||||
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Stock-based
compensation
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1,073,584
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1,286,625
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||
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General
& administrative
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167,419
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380,460
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||
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Consulting
fees
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252,090
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252,090
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||
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419,509
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1,073,584
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632,550
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1,286,625
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|
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Total
stock-based compensation
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745,894
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1,774,819
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1,026,360
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2,055,285
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Net
loss and comprehensive loss for the period
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(368,527)
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(1,022,602)
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(526,126)
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(1,180,201)
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Net
loss per share - basic and diluted
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(0.01)
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(0.02)
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(0.01)
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(0.02)
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An
amendment to the Quarterly Report on Form 10-QSB for the quarter ended September
30, 2006 will be filed as soon as practicable by the filing of a
10-QSB/A.
(3)
Our
Audit Committee discussed with Ernst & Young, our independent
registered public accountant,
the
matters discussed above and the firm concurred with our decisions.
Item
9.01 Financial Statements and Exhibits.
(d) Press
release dated April 4, 2007 announcing the restatement of our financial
statements for the three and nine months ended September 30,
2006.
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated:
April
4,
2007
GEOGLOBAL
RESOURCES INC.
(Registrant)
/s/
Allan J. Kent
Allan
J.
Kent
Executive
VP & CFO