GEOGLOBAL
RESOURCES INC.
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||
(Name
of small business issuer in its
charter)
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Delaware
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33-0464753
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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Suite
310, 605 - 1 Street SW, Calgary, Alberta, Canada
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T2P
3S9
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(Address
of principal executive offices)
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(Zip
Code)
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(403)
777-9250
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(Issuer’s
telephone number)
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Title
of each class
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Name
of each exchange on which registered
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None
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Securities
registered under Section 12(g) of the Exchange Act:
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Common
Stock, par value $.001 per share
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(Title
of Each Class)
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Page
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Part
I
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Item
1.
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Description
of Business
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3
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Item
2.
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Description
of Property
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17
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Item
3.
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Legal
Proceedings
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17
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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17
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Part
II
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Item
5.
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Market
for Common Equity & Related Stockholder Matters
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18
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Item
6.
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Management’s
Discussion and Analysis or Plan of Operation
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18
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Item
7.
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Financial
Statements
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35
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Item
8.
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Changes
In and Disagreements With Accountants On Accounting and Financial
Disclosure
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35
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Item
8A
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Controls
and Procedures
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35
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Item
8B
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Other
Information
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36
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Part
III
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|||
Item
9.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section
16(a) of the Exchange Act.
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36
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Item
10.
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Executive
Compensation
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38
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Item
11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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41
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Item
12.
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Certain
Relationships and Related Transactions
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42
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Item
13.
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Exhibits
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43
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Item
14.
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Principal
Accountant Fees and Services
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45
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· |
The
first of our agreements, entered into in February 2003 under NELP-III,
grants exploration rights in an area offshore eastern India in
the Krishna
Godavari Basin in the State of Andhra Pradesh. We refer to this
KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a
net 5% carried interest (“CI”) under this
agreement.
|
· |
We
entered into two agreements which grant exploration rights in areas
onshore in the Cambay Basin in the State of Gujarat in western
India.
These agreements were entered into in February 2004 under NELP-IV
and we
have a 10% participating interest (“PI”) under each of these agreements.
We refer to the CB-ONN-2002/2 exploration block as the “Mehsana Block” and
the CB-ONN-2002/3 exploration block as the “Sanand/Miroli
Block.”
|
· |
Pursuant
to an agreement entered into in April 2005, we purchased from Gujarat
State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement
granting exploration rights granted under NELP-III to an onshore
exploration block in the Cambay Basin in the State of Gujarat in
western
India. We refer to this CB-ON/2 exploration block as the “Tarapur
Block”.
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· |
In
September 2005, we entered into agreements with respect to two
areas under
NELP-V. One area is located onshore in the Cambay Basin located
in the
State of Gujarat south-east of our three existing Cambay blocks,
for which
we hold a 10% PI. We refer to this CB-ONN-2003/2 exploration block
as the
“Ankleshwar Block”. The second area is located onshore in the Deccan
Syneclise Basin located in the northern portion of the State of
Maharashtra in west-central India for which we hold a 100% PI interest
and
are the operator. We refer to this DS-ONN-2003/1 exploration block
as the
“DS 03 Block”.
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·
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In
March 2007, we signed agreements with respect to four additional
locations
awarded under NELP-VI.
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§
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One
area is located onshore in the Krishna Godavari Basin in the State
of
Andhra Pradesh adjacent to our KG Offshore Block in eastern India
in which
we hold a 10% PI. We currently refer to this KG-ONN-2004/1 exploration
block as the “KG Onshore Block”.
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§
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The
second area includes two agreements located onshore in north-west
India in
the Rajasthan Basin in the State of Rajasthan and we hold a 25%
PI in each
of the agreements. We currently refer to the RJ-ONN-2004/2 exploration
block as the “RJ Block 20” and the RJ-ONN-2004/3 exploration block as the
“RJ Block 21”.
|
§
|
The
fourth area is located onshore in the Deccan Syneclise Basin in
the State
of Maharashtra adjacent to our DS 03 Block in west-central India
for which
we hold a 100% PI and are the operator. We currently refer to this
DS-ONN-2004/1 exploration block as the "DS 04 Block".
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·
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The
Krishna Godavari Basin offshore in the State of Andhra Pradesh
in eastern
India;
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·
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The
Cambay Basin onshore in the State of Gujarat in western
India;
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·
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The
Deccan Syneclise Basin onshore in the northern portion of the State
of
Maharashtra in west central India;
and
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·
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The
Rajasthan Basin onshore in the State of Rajasthan in north western
India.
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December
31, 2006
|
December
31, 2005
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||||||
US$
|
US$
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||||||
Development
Costs
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--
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--
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|||||
Exploration
Costs
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|||||||
Krishna
Godavari Basin Blocks
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3,111,676
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977,692
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|||||
Cambay
Basin Blocks
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6,558,315
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1,220,511
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|||||
Deccan
Syneclise Basin Blocks
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52,747
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18,460
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|||||
Rajasthan
Basin Blocks
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--
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--
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|||||
Acquisition
Costs
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--
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--
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|||||
Capitalized
Interest
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--
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--
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|||||
Total
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9,722,738
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2,216,663
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Contract
Interest in Undeveloped Acreage
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|||||||
gross
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net
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||||||
Krishna
Godavari Basin Blocks
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|||||||
KG
Offshore
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457,145
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(1)
22,857
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|||||
KG
Onshore
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135,414
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(2)
13,541
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|||||
592,559
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36,398
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||||||
Cambay
Basin Blocks
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|||||||
Mehsana
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30,888
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3,088
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|||||
Sanand/Miroli
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70,425
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7,043
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|||||
Ankleshwar
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110,703
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11,070
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|||||
Tarapur
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299,245
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(4)
59,849
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|||||
511,261
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81,050
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||||||
Deccan
Syneclise Basin Blocks
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|||||||
DS
03
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779,618
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779,618
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|||||
DS
04
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654,582
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654,582
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|||||
1,434,200
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1,434,200
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||||||
Rajasthan
Basin Blocks
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|||||||
RJ
Block 20
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542,643
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135,661
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|||||
RJ
Block 21
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328,650
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82,162
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|||||
871,293
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217,823
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||||||
Total
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3,409,313
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1,769,471
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(1) |
excludes
acreage that is subject to the PIA with
RGM
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(2)
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based
on a 10% PI
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(3)
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one
square kilometer converts to 247.1054
acres
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(4)
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the
remaining acreage after relinquishment moving into Phase
III
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Year
Ended December 31,
|
||||||||
2003
|
2004
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2005
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2006
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|||||
Gross
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Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|
Development
|
||||||||
Productive
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
00
|
Non-
productive
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Exploratory
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||||||||
Productive
|
0
|
0
|
0
|
0
|
1.0
|
0.05
|
2.0
|
0.10
|
Non-productive
|
0
|
0
|
1.0
|
0.05
|
1.0
|
0.05
|
6.0
|
1.0
|
Calendar
Quarter
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High
|
Low
|
|||||
2005: First
Quarter
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$1.80
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$0.77
|
|||||
2005: Second
Quarter
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$9.35
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$0.89
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|||||
2005: Third
Quarter
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$8.60
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$5.75
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|||||
2005: Fourth
Quarter
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$14.09
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$4.90
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|||||
2006: First
Quarter
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$14.92
|
$7.00
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|||||
2006: Second
Quarter
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$9.87
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$4.10
|
|||||
2006: Third
Quarter
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$6.55
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$3.28
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|||||
2006: Fourth
Quarter
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$9.14
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$5.05
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|||||
2007: First
Quarter
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$8.10
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$5.27
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|||||
2007: Second
Quarter (up to April 13, 2007)
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$6.12
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$5.80
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·
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the
statements in this Report regarding our plans and objectives relating
to
our future operations,
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·
|
plans
and objectives regarding the exploration, development and production
activities conducted on the exploration blocks in India in which
we have
interests,
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·
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plans
regarding drilling activities intended to be conducted through
the
ventures in which we are a participant, the success of those drilling
activities and our ability and the ability of the ventures to complete
any
wells on the exploration blocks, to develop reserves of hydrocarbons
in
commercially marketable quantities, to establish facilities for
the
collection, distribution and marketing of hydrocarbons, to produce
oil and
natural gas in commercial quantities and to realize revenues from
the
sales of those hydrocarbons,
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·
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our
ability to maintain compliance with the terms and conditions of
our PSCs,
including the related work commitments, to obtain consents, waivers
and
extensions from the GOI as and when required, and our ability to
fund
those work commitments,
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·
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our
plans and objectives to join with others or to directly seek to
enter into
or acquire interests in additional PSCs with the GOI and others,
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·
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our
assumptions, plans and expectations regarding our future capital
requirements,
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·
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our
plans and intentions regarding our plans to raise additional capital,
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·
|
the
costs and expenses to be incurred in conducting exploration, well
drilling, development and production activities and the adequacy
of our
capital to meet our requirements for our present and anticipated
levels of
activities are all forward-looking statements.
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·
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We
cannot assure you that our assumptions or our business plans and
objectives discussed herein will prove to be accurate or be able
to be
attained.
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·
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We
cannot assure you that any commercially recoverable quantities
of
hydrocarbon reserves will be discovered on the exploration blocks
in which
we have an interest.
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·
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Our
ability to realize revenues cannot be assured. Our ability to successfully
drill, test and complete producing wells cannot be assured.
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·
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We
cannot assure you that we will have available to us the capital
required
to meet our plans and objectives at the times and in the amounts
required
or we will have available to us the amounts we are required to
fund under
the terms of the PSCs we are a party to.
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·
|
We
cannot assure you that we will be successful in joining any further
ventures seeking to be granted PSCs by the GOI or that we will
be
successful in acquiring interests in existing ventures.
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·
|
We
cannot assure you that we will obtain all required consents, waivers
and
extensions from the GOI as and when required to maintain compliance
with
our PSCs and that we may not be adversely affected by any delays
we may
experience in receiving those consents, waivers and
extensions.
|
·
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We
cannot assure you that the outcome of testing of one or more wells
on the
exploration blocks under our PSCs will be satisfactory and result
in a
commercially-productive wells or that any further wells drilled
will have
commercially-successful results.
|
·
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We
will experience failures to discover oil and gas in commercial
quantities;
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·
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There
are uncertainties as to the costs to be incurred in our exploratory
drilling activities, cost overruns are possible and we may encounter
mechanical difficulties and failures in completing
wells;
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·
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There
are uncertain costs inherent in drilling into unknown formations,
such as
over-pressured zones, high temperatures and tools lost in the hole;
and
|
·
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We
may make changes in our drilling plans and locations as a result
of prior
exploratory drilling.
|
·
|
The
venture participants are required to complete certain minimum work
programs during the two or three phases of the terms of the PSCs.
In the
event the venture participants fail to fulfill any of these minimum
work
programs, the parties to the venture must pay to the GOI their
proportionate share of the amount that would be required to complete
the
minimum work program. Accordingly, we could be called upon to pay
our
proportionate share of the estimated costs of any incomplete work
programs. At April 13, 2007, we have failed to complete phase one
work
programs under three of our PSCs within the time periods agreed.
We have
applied to the GOI for extensions of these allotted time periods
and are
awaiting the GOI response.
|
·
|
Until
such time as the GOI attains self sufficiency in the production
of crude
oil and condensate and is able to meet its national demand, the
parties to
the venture are required to sell in the Indian domestic market
their
entitlement under the PSCs to crude oil and condensate produced
from the
exploration blocks. In addition, the Indian domestic market has
the first
call on natural gas produced from the exploration blocks and the
discovery
and production of natural gas must be made in the context of the
government’s policy of utilization of natural gas and take into account
the objectives of the government to develop its resources in the
most
efficient manner and promote conservation measures. Accordingly,
this
provision could interfere with our ability to realize the maximum
price
for our share of production of
hydrocarbons;
|
·
|
The
parties to each agreement that are not Indian companies, which
includes
us, are required to negotiate technical assistance agreements with
the GOI
or its nominee whereby such foreign company can render technical
assistance and make available commercially available technical
information
of a proprietary nature for use in India by the government or its
nominee,
subject, among other things, to confidentiality restrictions. Although
not
intended, this could increase each venture’s and our cost of operations;
and
|
·
|
The
parties to each venture are required to give preference, including
the use
of tender procedures, to the purchase and use of goods manufactured,
produced or supplied in India provided that such goods are available
on
equal or better terms than imported goods, and to employ Indian
subcontractors having the required skills insofar as their services
are
available on comparable standards and at competitive prices and
terms.
Although not intended, this could increase the ventures and our
cost of
operations.
|
·
|
political
conditions and civil unrest in oil producing regions, including
the Middle
East and elsewhere;
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·
|
the
domestic and foreign supply of oil and gas;
|
·
|
quotas
imposed by the Organization of Petroleum Exporting Countries upon
its
members;
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·
|
the
level of consumer demand;
|
·
|
weather
conditions;
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·
|
domestic
and foreign government regulations;
|
·
|
the
price and availability of alternative fuels;
|
·
|
overall
economic conditions; and
|
·
|
international
political conditions.
|
·
|
the
capacity and availability of oil and gas gathering systems and
pipelines;
|
·
|
the
ability to produce oil and gas in commercial quantities and to
enhance and
maintain production from existing wells and wells proposed to be
drilled;
|
·
|
the
proximity of future hydrocarbon discoveries to oil and gas transmission
facilities and processing equipment (as well as the capacity of
such
facilities);
|
·
|
the
effect of governmental regulation of production and transportation
(including regulations relating to prices, taxes, royalties, land
tenure,
allowable production, importing and exporting of oil and condensate
and
matters associated with the protection of the
environment);
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·
|
the
imposition of trade sanctions or embargoes by other
countries;
|
·
|
the
availability and frequency of delivery vessels;
|
·
|
changes
in supply due to drilling by others;
|
·
|
the
availability of drilling rigs and qualified personnel; and
|
·
|
changes
in demand.
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NAME
|
AGE
|
EMPLOYMENT
HISTORY
|
Jean
Paul Roy
|
50
|
Mr.
Roy was elected a Director, President and Chief Executive Officer
on
August 29, 2003. For more than the past five years, Mr. Roy has
been
consulting in the oil and gas industry through his private company,
GeoGlobal Technologies Inc. which he owns 100%. Mr. Roy has in
excess of
20 years of geological and geophysical experience in basins worldwide
as
he has worked on projects throughout India, North and South America,
Europe, the Middle East, the former Soviet Union and South East
Asia. His
specialties include modern seismic data acquisition and processing
techniques, and integrated geological and geophysical data interpretation.
Since 1981 he has held geophysical positions with Niko Resources
Ltd.,
Gujarat State Petroleum Corporation, Reliance Industries, Cubacan
Exploration Inc., PetroCanada, GEDCO, Eurocan USA and British Petroleum.
Mr. Roy graduated from St. Mary’s University of Halifax, Nova Scotia in
1982 with a B.Sc. in Geology and has been certified as a Professional
Geophysicist. Mr. Roy is a resident of Guatemala.
|
Allan
J. Kent
|
53
|
Mr.
Kent was elected a Director, Executive Vice President and Chief
Financial
Officer of our company on August 29, 2003. Mr. Kent has in excess
of 20
years experience in the area of oil and gas exploration finance
and has,
since 1987, held a number of senior management positions and directorships
with Cubacan Exploration Inc., Endeavour Resources Inc. and MacDonald
Oil
Exploration Ltd., all publicly listed companies. Prior thereto,
beginning
in 1980, he was a consultant in various capacities to a number
of
companies in the oil and gas industry. He received his Bachelor
of
Mathematics degree in 1977 from the University of Waterloo,
Ontario.
|
Brent
J. Peters
|
34
|
Mr.
Peters was elected a Director of our company on February 25, 2002.
Mr.
Peters has been Vice President of Finance and Treasurer of Northfield
Capital Corporation, a publicly traded investment company acquiring
shares
in public and private corporations since 1997. Mr. Peters has a
Bachelor
of Business Administration degree, specializing in
accounting.
|
Peter
R. Smith
|
59
|
Mr.
Smith was elected a Director and Chairman of the Board of our company
on
January 8, 2004. Mr. Smith was elected Vice Chairman of the Board
of the
Greater Toronto Transportation Authority (GO Transit) in March
2004, and a
director of Tarion Warranty Corporation (a Canadian new home warranty
company) in April 2004. Since 1989, Mr. Smith has been President
and
co-owner of Andrin Limited, a large developer/builder of housing
in
Canada. Mr. Smith has held the position of Chairman of the Board
of
Directors, Canada Mortgage and Housing Corporation (CMHC), from
September
1995 to September 2003.
On
February 14, 2001, the Governor General of Canada announced the
appointment of Mr. Smith as a Member of the Order of Canada, effective
November 15, 2000. Mr. Smith holds a Masters Degree in Political
Science
(Public Policy) from the State University of New York, and an Honours
B.A.
History and Political Science, Dean’s Honour List, McMaster University,
Ontario.
|
NAME
|
AGE
|
EMPLOYMENT
HISTORY
|
Michael
J. Hudson
|
60
|
Mr.
Hudson was elected a Director of our company on May 17, 2004. Mr.
Hudson
is a retired partner with the accounting firm Grant Thornton LLP.
Mr.
Hudson was with Grant Thornton for 20 years and with his experience
in the
oil and gas industry he was responsible for Assurance services
and
providing advice to private, not-for-profit and public company
clients
listed on Canadian and US exchanges. Mr. Hudson spent two years
in London,
England assisting the Institute of Chartered Accountants in England
and
Wales with the start up of a consulting service to members on best
practices for the management of their firms including ethics and
governance issues. Upon returning to Canada he went on secondment
for 18
months with the Auditor General of Canada to learn and apply the
disciplines of "value for money" auditing. He was co-director of
the
comprehensive (value for money) audit of Statistics Canada reporting
in
the 1983 Auditor General’s Report.
|
Dr.
Avinash Chandra
|
64
|
Dr.
Chandra was elected a Director of our company on October 1, 2005.
Dr.
Chandra has over 40 years of experience in the international as
well as
the Indian oil and gas sector. He was the first Directorate General
of
Hydrocarbons, at the level of Special Secretary to the Government
of India
for a period of 10 years until his retirement in 2003. Dr. Chandra
received his Ph.D. in petroleum geology from the Imperial College,
University of London, United Kingdom. His post graduate work includes
a
Post Graduate Diploma of Imperial College in Petroleum Geology
and
Petroleum Reservoir Engineering as well as a M.Sc. (Applied Geology)
and
B.Sc. (Hons) from the Lucknow University in
India.
|
|
|||||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive Plan Compen-
sation
($)
|
Nonqualified
Deferred Compen-
Sation
Earnings
($)
|
All
Other Compen-sation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jean
Paul Roy,
|
2006
|
350,000
|
-0-
|
-0-
|
570,500
|
Nil
|
Nil
|
44,280
(5)
|
964,780
|
President
& CEO
|
2005
|
250,000
|
60,000
|
-0-
|
186,600
|
Nil
|
Nil
|
40,700
(6)
|
537,300
|
Allan
J. Kent,
|
2006
|
185,000
|
-0-
|
-0-
|
570,500
|
Nil
|
Nil
|
Nil
|
755,500
|
Exec
VP & CFO
|
2005
|
120,000
|
30,000
|
-0-
|
186,600
|
Nil
|
Nil
|
Nil
|
336,600
|
(1)
|
Represents
the dollar amount recognized for financial statement reporting
purposes
with respect to the fiscal year in accordance with FAS 123R. See
Note 8 to
Notes to Financial Statements for the year ended December 31,
2006.
|
(2)
|
Messrs.
Roy and Kent are also Directors of our company; however they receive
no
additional compensation for serving in those
capacities.
|
(3)
|
The
salary and bonus amounts are paid to RGB, a Barbados company wholly
owned
by Mr. Roy, pursuant to the terms of a TSA described
below.
|
(4)
|
The
salary and bonus amounts are paid to D.I. Investments Ltd., a company
controlled by Mr. Kent, pursuant to an oral arrangement described
below.
|
(5)
|
Costs
paid for by the Company included in this amount are $18,780 for
airfare
for the family of Mr. Roy to travel to India from their home two
times
during the calendar year and $25,500 for medical coverage for Mr.
Roy and
his family.
|
(6)
|
Costs
paid for by the Company included in this amount are $16,800 for
airfare
for the family of Mr. Roy to travel to India from their home two
times
during the calendar year, $23,400 for medical coverage for Mr.
Roy and his
family and $500 for membership
fees.
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number
of securities underlying unexercised Options
(#)
Exercisable/
Unexercisable
|
Equity
Incentive Plan Awards:
Number
of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of shares or units of Stock held that have not vested
(#)
|
Market
value of shares or units of Stock held that have not vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or payout value of Unearned Shares,
Units or
Other Rights That Have Not Vested
($)
|
(a)
|
(b-c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jean
Paul Roy
|
300,000
|
-0-
|
$1.10
|
08/31/08
|
-0-
|
-0-
|
-0-
|
-0-
|
250,000/
|
-0-
|
$3.95/
|
07/25/16/
|
-0-
|
-0-
|
-0-
|
-0-
|
|
|
250,000
(1)
|
$3.95
|
07/25/16
|
|||||
Allan
J. Kent
|
300,000
|
-0-
|
$1.10
|
08/31/08
|
-0-
|
-0-
|
-0-
|
-0-
|
250,000/
|
-0-
|
$3.95/
|
07/25/16/
|
-0-
|
-0-
|
-0-
|
-0-
|
|
250,000
(1)
|
$3.95
|
07/25/16
|
1)
|
Such
unexercisable options will become exercisable on July 25,
2007.
|
Name
|
Fees
earned or paid in cash
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive Plan Compensation
($)
|
Non-Qualified
Deferred Compensation Earnings
|
All
Other Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Peter
Smith
|
$3,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,350
|
Brent
Peters
|
$3,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,350
|
Michael
Hudson
|
$4,000
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,850
|
Dr.
Avinash Chandra
|
$1,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
104,350
|
(1)
|
Represents
the dollar amount recognized for financial statement reporting
purposes
with respect to the fiscal year in accordance with FAS 123R. See
Note 6b
to Notes to Financial Statements for the year ended December 31,
2006.
|
Name
and Address of Beneficial Owner
|
Number
of Shares Beneficially Owned (1)
|
Percentage
of Outstanding Common Stock
|
Jean
Paul Roy (2)
c/o
GeoGlobal Resources Inc.
Suite
310, 605 - 1 Street SW
Calgary,
Alberta T2P 3S9
|
32,566,000
(3)
|
49.2%
|
Allan
J. Kent
c/o
GeoGlobal Resources Inc.
Suite
310, 605 - 1 Street SW
Calgary,
Alberta T2P 3S9
|
925,000
(4)
|
1.4%
|
Brent
J. Peters
c/o
Northfield Capital Corporation
Suite
301, 141 Adelaide Street West
Toronto,
ON M5H 3L5
|
121,567
(5)
|
Less
than 0.5%
|
Peter
R. Smith
c/o
Andrin Limited
Suite
202, 197 County Court Boulevard
Brampton,
Ontario L6W 4P6
|
50,000
(6)
|
Less
than 0.5%
|
Michael
J. Hudson
439
Mayfair Avenue
Ottawa,
ON K1Y 0K7
|
60,000
(7)
|
Less
than 0.5%
|
Dr.
Avinash Chandra
B-102,
Sector 26
Noida,
Uttar Pradesh
India
201301
|
67,767
(8)
|
Less
than 0.5%
|
All
officers and directors as a group (6 persons)
|
33,790,334
|
51.1%
|
(1)
|
For
purposes of the above table, a person is considered to "beneficially
own"
any shares with respect to which he or she exercises sole or shared
voting
or investment power or of which he or she has the right to acquire
the
beneficial ownership within 60 days following April 13,
2007.
|
(2)
|
Of
the shares held beneficially by Mr. Roy, an aggregate of 5 million
shares
are held in escrow pursuant to the terms of the agreement whereby
we
purchased the outstanding capital stock of GeoGlobal Resources
(India)
Inc. from Mr. Roy. Under the terms of the escrow agreement, Mr.
Roy has
the voting rights with respect to these
shares.
|
(3)
|
Includes
32,016,000 shares of Common Stock and 550,000 options to purchase
Common
Stock exercisable within 60 days of April 13,
2007
|
(4)
|
Includes
375,000 shares of Common Stock and 550,000 options to purchase
Common
Stock exercisable within 60 days of April 13,
2007.
|
(5)
|
Includes
71,567 shares of Common Stock and options to purchase 50,000 shares
of
Common Stock exercisable within 60 days of April 13,
2007.
|
(6)
|
Includes
options to purchase 50,000 shares of Common Stock exercisable within
60
days of April 13, 2007.
|
(7)
|
Includes
10,000 shares of Common Stock and options to purchase 50,000 shares
of
Common Stock exercisable within 60 days of April 13,
2007.
|
(8)
|
Includes
51,100 shares of Common Stock and options to purchase 16,667 shares
of
Common Stock exercisable within 60 days of April 13,
2007.
|
(a)
|
(b)
|
(c)
|
||||||||
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||
Equity
compensation plans approved by security holders
|
3,517,500
|
$
|
3.37
|
3,650,697
|
||||||
Equity
compensation plans not approved by security holders
|
0
|
0
|
0
|
|||||||
Total
|
3,517,500
|
$
|
3.37
|
3,650,697
|
Exhibit
|
Description
|
|
3.1
|
Certificate
of Incorporation of the Registrant, as amended.
(1)
|
|
3.2
|
Bylaws
of the Registrant, as amended. (4)
|
|
3.3
|
Certificate
of Amendment filed with the State of Delaware on November 25, 1998.
(2)
|
|
3.4
|
Certificate
of Amendment filed with the State of Delaware on December 4, 1998.
(2)
|
|
3.5
|
Certificate
of Amendment filed with the State of Delaware on March 18, 2003.
(5)
|
|
3.6
|
Certificate
of Amendment filed with the State of Delaware on January 8, 2004.
(5)
|
|
4.1
|
Specimen
stock certificate of the Registrant. (5)
|
|
10.1
|
Restated
1993 Stock Incentive Plan. (1)
|
|
10.2
|
1994
Directors Stock Option Plan. (1)
|
|
10.3
|
1994
Stock Option Plan. (1)
|
|
10.4
|
1993
Stock Incentive Plan. (1)
|
|
10.5
|
1998
Stock Incentive Plan. (2)
|
|
10.6
|
Stock
Purchase Agreement dated April 4, 2003 by and among Suite101.com,
Inc.,
Jean Paul Roy and GeoGlobal Resources (India) Inc. (3)
|
Exhibit
|
Description
|
|
10.7
|
Amendment
dated August 29, 2003 to Stock Purchase Agreement dated April 4,
2003.
(4)
|
|
10.8
|
Technical
Services Agreement dated August 29, 2003 between Suite101.com,
Inc. and
Roy Group (Barbados) Inc. (4)
|
|
10.8.1
|
Amendment
to Technical Services Agreement dated January 31, 2006 between
GeoGlobal
Resources Inc. and Roy Group (Barbados) Inc. (8)
|
|
10.9
|
Participating
Interest Agreement dated March 27, 2003 between GeoGlobal Resources
(India) Inc. and Roy Group (Mauritius) Inc. (4)
|
|
10.10
|
Escrow
Agreement dated August 29, 2003 among Registrant, Jean Paul Roy
and
Computershare Trust Company of Canada. (4)
|
|
10.11
|
Promissory
Note dated August 29, 2003 payable to Jean Paul Roy. (4)
|
|
10.12
|
Production
Sharing Contract dated February 4, 2003, among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Limited
and
GeoGlobal Resources (India) Inc. (6)
|
|
10.13
|
Production
Sharing Contract dated February 6, 2004 among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
Limited and GeoGlobal Resources (Barbados) Inc. (6)
|
|
10.14
|
Production
Sharing Contract dated February 6, 2004 among The Government of
India,
Gujarat State Petroleum Corporation Limited, Jubilant Enpro Private
Limited, Prize Petroleum Company Limited and GeoGlobal Resources
(Barbados) Inc. (6)
|
|
10.15
|
Carried
Interest Agreement dated August 27, 2002 between Gujarat State
Petroleum
Corporation Limited and GeoGlobal Resources (India) Inc. (5)
|
|
10.16
|
Agency
Agreement dated September 9, 2005 between the Company and Jones,
Gable
& Company Limited.
(7)
|
|
10.17
|
Form
of Subscription Agreement entered into by subscribers relating
to offers
and sales of Units by Jones, Gable & Company Limited.
(7)
|
|
Form
of Subscription Agreement with respect to sales of an aggregate
of
1,000,000 of the Units.
(7)
|
||
10.18
|
Registration
Rights Agreement dated September 9, 2005 between the Company and
Jones, Gable & Company Limited.
(7)
|
|
10.19
|
Production
Sharing Contract dated September 23, 2005, between the Government of
India and GeoGlobal Resources (Barbados) Inc.
(7)
|
|
10.20
|
Production
Sharing Contract dated September 23, 2005, between the Government of
India, Gujarat State Petroleum Corporation Limited, GAIL (India)
Ltd.,
Jubilant Capital Pvt. Ltd. and GeoGlobal Resources (Barbados)
Inc.
(7)
|
|
10.21
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited and GeoGlobal Resources (Barbados) Inc.
(9)
|
|
10.22
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited and GeoGlobal Resources (Barbados) Inc.
(9)
|
|
10.23
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India, Oil
India Limited, Hindustan Petroleum Corpn. Ltd. and GeoGlobal Resources
(Barbados) Inc.
(9)
|
|
10.24
|
Production
Sharing Contract dated March 2, 2007, between the Government of
India and
GeoGlobal Resources (Barbados) Inc.
(9)
|
|
14
|
Code
of Ethics. (5)
|
21
|
Subsidiaries
of the Registrant:
|
||
Name
|
State
or Jurisdiction of Incorporation
|
||
GeoGlobal
Resources (India) Inc.
|
Barbados
|
||
GeoGlobal
Resources (Canada) Inc.
|
Alberta
|
||
GeoGlobal
Resources (Barbados) Inc.
|
Barbados
|
23
|
Consent
of experts and counsel:
|
|
Consent
of Ernst & Young LLP. (10)
|
||
Certification
of President and Chief Executive Officer Pursuant to Rule 13a-14(a).
(10)
|
||
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a). (10)
|
||
Certification
of President and Chief Executive Officer Pursuant to Section 1350
(furnished, not filed). (10)
|
||
Certification
of Chief Financial Officer Pursuant to Section 1350 (furnished,
not
filed). (10)
|
(1)
|
Filed
as an Exhibit to Neuro Navigational Corporation Form 10-KSB No.
0-25136
dated September 30, 1994.
|
(2)
|
Filed
as an Exhibit to our Current Report on Form 8-K dated December
10,
1998.
|
(3)
|
Filed
as exhibit 10.1 to our Quarterly Report on Form 10-QSB for the
quarter
ended March 31, 2003.
|
(4)
|
Filed
as an exhibit to our Current Report on Form 8-K for August 29,
2003.
|
(5)
|
Filed
as an Exhibit to our Form 10-KSB dated April 1,
2004.
|
(6)
|
Filed
as an Exhibit to our Form 10-KSB/A dated April 28,
2004.
|
(7)
|
Filed
as an Exhibit to our Quarterly Report on Form 10-QSB for the quarter
ended
September 30, 2005.
|
(8)
|
Filed
as an Exhibit to our Current Report on Form 8-K dated January 31,
2006.
|
(9)
|
To
be filed as an Exhibit to our Quarterly Report on Form 10Q for
the quarter
ending March 31, 2007.
|
(10)
|
Filed
herewith.
|
Audit
Fees
|
Audit
Related Fees
|
Tax
Fees
|
All
Other Fees
|
||||||||||
2006
|
88,281
|
26,452
|
--
|
37,425
|
|||||||||
2005
|
70,815
|
32,300
|
--
|
9,271
|
Report
of Independent Registered Public Accounting Firm
|
F-3
|
|
Financial
Statements
|
||
Consolidated
Balance Sheets
|
F-4
|
|
Consolidated
Statements of Operations
|
F-5
|
|
Consolidated
Statements of Changes in Stockholders’ Equity
|
F-6
|
|
Consolidated
Statements of Cash Flows
|
F-7
|
|
Notes
to the Consolidated Financial Statements
|
F-8
to F-29
|
"Ernst
& Young LLP" (signed)
|
||
CALGARY,
ALBERTA
|
CHARTERED
ACCOUNTANTS
|
|
March
23, 2007
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
CONSOLIDATED
BALANCE SHEETS
|
|||||||
December
31, 2006
US
$
|
December
31, 2005
US
$
|
||||||
Assets
|
|||||||
Current
|
|||||||
Cash
and cash equivalents (note 2i)
|
32,362,978
|
36,037,388
|
|||||
Accounts
receivable
|
202,821
|
139,035
|
|||||
Prepaids
and deposits
|
31,232
|
5,718
|
|||||
Cash
call receivable
|
--
|
49,947
|
|||||
32,597,031
|
36,232,088
|
||||||
Restricted
cash (note11a)
|
3,590,769
|
392,485
|
|||||
Property
and equipment (note 3)
|
183,427
|
89,826
|
|||||
Oil
and gas interests, not subject to depletion (note 4)
|
9,722,738
|
2,216,663
|
|||||
46,093,965
|
38,931,062
|
||||||
Liabilities
|
|||||||
Current
|
|||||||
Accounts
payable
|
1,888,103
|
159,145
|
|||||
Accrued
liabilities
|
33,487
|
43,500
|
|||||
Due
to related companies (notes 8c, 8d and 8e)
|
33,605
|
244,452
|
|||||
1,955,195
|
447,097
|
||||||
Stockholders'
Equity (note 5)
|
|||||||
Capital
stock
|
|||||||
Authorized
|
|||||||
100,000,000
common shares with a par value of US$0.001 each
|
|||||||
1,000,000
preferred shares with a par value of US$0.01 each
|
|||||||
Issued
|
|||||||
66,208,255
common shares (December 31, 2005 - 62,954,255)
|
51,617
|
48,361
|
|||||
Additional
paid-in capital
|
47,077,827
|
40,275,588
|
|||||
Deficit
accumulated during the development stage
|
(2,990,674
|
)
|
(1,839,984
|
)
|
|||
44,138,770
|
38,483,965
|
||||||
46,093,965
|
38,931,062
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||||||||
Year
ended
Dec
31, 2006
US
$
|
Year
ended
Dec
31, 2005
US
$
|
Year
ended
Dec
31, 2004
US
$
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
US
$
|
||||||||||
(note
12a)
|
|||||||||||||
Expenses
(notes 8c, 8d, 8e and 6b)
|
|||||||||||||
General
and administrative
|
1,406,000
|
495,326
|
451,788
|
2,510,716
|
|||||||||
Consulting
fees
|
1,190,919
|
265,446
|
237,615
|
1,864,251
|
|||||||||
Professional
fees
|
251,261
|
201,298
|
161,381
|
752,676
|
|||||||||
Depreciation
|
49,323
|
49,531
|
61,308
|
211,310
|
|||||||||
2,897,503
|
1,011,601
|
912,092
|
5,338,953
|
||||||||||
Other
expenses (income)
|
|||||||||||||
Consulting
fees recovered
|
--
|
(12,950
|
)
|
(14,300
|
)
|
(66,025
|
)
|
||||||
Equipment
costs recovered
|
--
|
(12,950
|
)
|
(2,200
|
)
|
(19,395
|
)
|
||||||
Gain
on sale of equipment
|
--
|
(42,228
|
)
|
--
|
(42,228
|
)
|
|||||||
Foreign
exchange (gain) loss
|
4,737
|
(319
|
)
|
3,495
|
26,547
|
||||||||
Interest
income
|
(1,751,550
|
)
|
(462,174
|
)
|
(31,591
|
)
|
(2,247,178
|
)
|
|||||
(1,746,813
|
)
|
(530,621
|
)
|
(44,596
|
)
|
(2,348,279
|
)
|
||||||
Net
loss and comprehensive loss for the period (note
9)
|
(1,150,690
|
)
|
(480,980
|
)
|
(867,496
|
)
|
(2,990,674
|
)
|
|||||
Net
loss per share - basic and diluted (note 5f)
|
(0.02
|
)
|
(0.01
|
)
|
(0.02
|
)
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
|||||||||||||
Capital
Stock
US
$
|
Additional
paid-in
capital
US
$
|
Accumulated
Deficit
US
$
|
Stockholders'
Equity
US
$
|
||||||||||
Common
shares issued on incorporation on August 21, 2002
|
64
|
--
|
--
|
64
|
|||||||||
Net
loss and comprehensive loss for the period
|
--
|
--
|
(13,813
|
)
|
(13,813
|
)
|
|||||||
Balance
at December 31, 2002
|
64
|
--
|
(13,813
|
)
|
(13,749
|
)
|
|||||||
Common
shares issued during the year
|
|||||||||||||
On
acquisition (note 7)
|
34,000
|
1,072,960
|
--
|
1,106,960
|
|||||||||
Options
exercised for cash
|
397
|
101,253
|
--
|
101,650
|
|||||||||
December
2003 private placement financing (note 5c)
|
6,000
|
5,994,000
|
--
|
6,000,000
|
|||||||||
Share
issuance costs on private placement
|
--
|
(550,175
|
)
|
--
|
(550,175
|
)
|
|||||||
Net
loss and comprehensive loss for the year
|
--
|
--
|
(477,695
|
)
|
(477,695
|
)
|
|||||||
Balance
at December 31, 2003
|
40,461
|
6,618,038
|
(491,508
|
)
|
6,166,991
|
||||||||
Common
shares issued during the year
|
|||||||||||||
Options
exercised for cash
|
115
|
154,785
|
--
|
154,900
|
|||||||||
Broker
Warrants exercised for cash (note 5c)
|
39
|
58,611
|
--
|
58,650
|
|||||||||
Net
loss and comprehensive loss for the year
|
--
|
--
|
(867,496
|
)
|
(867,496
|
)
|
|||||||
Balance
at December 31, 2004
|
40,615
|
6,831,434
|
(1,359,004
|
)
|
5,513,045
|
||||||||
Common
shares issued during the year
|
|||||||||||||
Options
exercised for cash (note 5e(i))
|
739
|
1,004,647
|
--
|
1,005,386
|
|||||||||
2003
Purchase Warrants exercised for cash (note 5d(i))
|
2,214
|
5,534,036
|
--
|
5,536,250
|
|||||||||
Broker
Warrants exercised for cash (note 5c)
|
541
|
810,809
|
--
|
811,350
|
|||||||||
September
2005 private placement financing (note 5b)
|
4,252
|
27,636,348
|
--
|
27,640,600
|
|||||||||
Share
issuance costs on private placement (note 5b)
|
--
|
(1,541,686
|
)
|
--
|
(1,541,686
|
)
|
|||||||
Net
loss and comprehensive loss for the year
|
--
|
--
|
(480,980
|
)
|
(480,980
|
)
|
|||||||
Balance
at December 31, 2005
|
48,361
|
40,275,588
|
(1,839,984
|
)
|
38,483,965
|
||||||||
Common
shares issued during the year
|
|||||||||||||
Options
exercised for cash (note 5e(i))
|
2,285
|
2,706,895
|
--
|
2,709,180
|
|||||||||
Options
exercised for notes receivable (note 6e)
|
185
|
249,525
|
--
|
249,710
|
|||||||||
2003
Purchase Warrants exercised for cash (note 5d(i))
|
786
|
1,962,964
|
--
|
1,963,750
|
|||||||||
Share
issuance costs
|
--
|
(74,010
|
)
|
--
|
(74,010
|
)
|
|||||||
Stock-based
compensation (note 6b)
|
--
|
1,956,865
|
--
|
1,956,865
|
|||||||||
Net
loss and comprehensive loss for the year
|
--
|
--
|
(1,150,690
|
)
|
(1,150,690
|
)
|
|||||||
Balance
at December 31, 2006
|
51,617
|
47,077,827
|
(2,990,674
|
)
|
44,138,770
|
GEOGLOBAL
RESOURCES INC.
(a
development stage enterprise)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||||||||
Year
ended
Dec
31, 2006
US
$
|
Year
ended
Dec
31, 2005
US
$
|
Year
ended
Dec
31, 2004
US
$
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
US
$
|
||||||||||
(note
12a)
|
|||||||||||||
Cash
flows provided by (used in) operating activities:
|
|||||||||||||
Net
loss
|
(1,150,690
|
)
|
(480,980
|
)
|
(867,496
|
)
|
(2,990,674
|
)
|
|||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||||||||
Depreciation
|
49,323
|
49,531
|
61,308
|
211,310
|
|||||||||
Gain
on sale of equipment
|
--
|
(42,228
|
)
|
--
|
(42,228
|
)
|
|||||||
Stock-based
compensation (note 6b)
|
1,190,176
|
--
|
--
|
1,190,176
|
|||||||||
Changes
in operating assets and liabilities:
|
|||||||||||||
Accounts
receivable
|
(63,786
|
)
|
42,202
|
(99,750
|
)
|
(127,821
|
)
|
||||||
Prepaids
and deposits
|
(25,514
|
)
|
(5,718
|
)
|
--
|
(31,232
|
)
|
||||||
Accounts
payable
|
(23,720
|
)
|
24,307
|
(147,060
|
)
|
34,651
|
|||||||
Accrued
liabilities
|
(10,013
|
)
|
22,500
|
4,600
|
33,487
|
||||||||
Due
to related companies
|
(210,847
|
)
|
224,828
|
(27,239
|
)
|
(8,151
|
)
|
||||||
(245,071
|
)
|
(165,558
|
)
|
(1,075,637
|
)
|
(1,730,482
|
)
|
||||||
Cash
flows provided by (used in) investing activities:
|
|||||||||||||
Oil
and gas interests
|
(6,739,386
|
)
|
(1,578,124
|
)
|
(460,016
|
)
|
(8,956,049
|
)
|
|||||
Property
and equipment
|
(142,924
|
)
|
(36,876
|
)
|
(87,341
|
)
|
(435,309
|
)
|
|||||
Proceeds
on sale of equipment
|
--
|
82,800
|
--
|
82,800
|
|||||||||
Cash
acquired on acquisition (note 7)
|
--
|
--
|
--
|
3,034,666
|
|||||||||
Restricted
cash (note 11a)
|
(3,198,284
|
)
|
(185,689
|
)
|
(206,796
|
)
|
(3,590,769
|
)
|
|||||
Changes
in investing assets and liabilities:
|
|||||||||||||
Cash
call receivable
|
49,947
|
(22,436
|
)
|
(27,511
|
)
|
--
|
|||||||
Accounts
payable
|
1,763,478
|
94,415
|
--
|
1,804,444
|
|||||||||
Accrued
liabilities
|
--
|
(33,442
|
)
|
33,442
|
--
|
||||||||
(8,267,169
|
)
|
(1,679,352
|
)
|
(748,222
|
)
|
(8,060,217
|
)
|
||||||
Cash
flows provided by (used in) financing activities:
|
|||||||||||||
Proceeds
from issuance of common shares
|
4,922,640
|
34,993,586
|
213,550
|
46,231,490
|
|||||||||
Share
issuance costs
|
(74,010
|
)
|
(1,541,686
|
)
|
--
|
(2,165,871
|
)
|
||||||
Changes
in financing liabilities:
|
|||||||||||||
Note
payable (note 8a)
|
--
|
--
|
(1,000,000
|
)
|
(2,000,000
|
)
|
|||||||
Accounts
payable
|
(10,800
|
)
|
10,800
|
--
|
61,078
|
||||||||
Due
to shareholder
|
--
|
--
|
--
|
--
|
|||||||||
Due
to related companies
|
--
|
--
|
--
|
26,980
|
|||||||||
4,837,830
|
33,462,700
|
(786,450
|
)
|
42,153,677
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
(3,674,410
|
)
|
31,617,790
|
(2,610,309
|
)
|
32,362,978
|
|||||||
Cash
and cash equivalents, beginning of period
|
36,037,388
|
4,419,598
|
7,029,907
|
--
|
|||||||||
Cash
and cash equivalents, end of period
|
32,362,978
|
36,037,388
|
4,419,598
|
32,362,978
|
|||||||||
Cash
and cash equivalents
|
|||||||||||||
Current
bank accounts
|
316,329
|
127,803
|
90,670
|
316,329
|
|||||||||
Term
deposits
|
32,046,649
|
35,909,585
|
4,328,928
|
32,046,649
|
|||||||||
32,362,978
|
36,037,388
|
4,419,598
|
32,362,978
|
||||||||||
Cash
taxes paid during the period
|
17,775
|
15,500
|
2,750
|
39,463
|
1.
|
Nature
of Operations
|
2.
|
Significant
Accounting Policies
|
a)
|
Basis
of presentation
|
2.
|
Significant
Accounting Policies
(continued)
|
b)
|
Oil
and gas interests
|
i)
|
Capitalized
costs
|
ii)
|
Depletion
|
iii)
|
Ceiling
test
|
iv)
|
Asset
retirement obligations
|
v)
|
Revenue
recognition
|
c) |
Property
and Equipment
|
2.
|
Significant
Accounting Policies
(continued)
|
d) |
Joint
operations
|
e)
|
Net
loss per share
|
f)
|
Comprehensive
loss
|
g) |
Use
of estimates
|
h) |
Financial
instruments
|
i)
|
Cash
and cash equivalents
|
j)
|
Foreign
currency translation
|
2.
|
Significant
Accounting Policies
(continued)
|
k)
|
Income
taxes
|
l)
|
Stock-based
compensation plan
|
m)
|
Warrants
|
3.
|
Property
and Equipment
|
December
31, 2006
US$
|
December
31, 2005
US$
|
||||||
Computer
and office equipment
|
324,419
|
209,585
|
|||||
Accumulated
depreciation
|
(169,082
|
)
|
(119,759
|
)
|
|||
155,337
|
89,826
|
||||||
Office
condominium deposit (note 13b)
|
28,090
|
--
|
|||||
183,427
|
89,826
|
4.
|
Oil
and Gas Interests
|
December
31, 2006
US$
|
December
31, 2005
US$
|
||||||
Exploration
- India
|
|||||||
Exploration
costs incurred in:
|
|||||||
2002
|
21,925
|
21,925
|
|||||
2003
|
156,598
|
156,598
|
|||||
2004
|
460,016
|
460,016
|
|||||
2005
|
1,578,124
|
1,578,124
|
|||||
2,216,663
|
2,216,663
|
||||||
2006
|
7,506,075
|
--
|
|||||
9,722,738
|
2,216,663
|
a)
|
Exploration
costs - India
|
b)
|
Capitalized
overhead costs
|
c) |
Carried
Interest Agreement
|
4. |
Oil
and Gas Interests (continued)
|
d) |
Participating
Interest Agreement
|
e) |
Deed
of Assignment and
Assumption
|
f) |
Production
Sharing Contracts
|
i)
|
Exploration
Block KG-OSN-2001/3 (also referred to as “KG Offshore
Block”)
|
4. |
Oil
and Gas Interests
(continued)
|
ii)
|
Exploration
Block CB-ONN-2002/2 (also
referred to as “Mehsana
Block”)
|
iii)
|
Exploration
Block CB-ONN-2002/3 (also
referred to as “Sanand/Miroli
Block”)
|
iv)
|
Exploration
Block CB-ONN-2003/2 (also
referred to as “Ankleshwar
Block”)
|
v)
|
Exploration
Block DS-ONN-2003/1 (also
referred to as “DS 03
Block”)
|
5. |
Capital
Stock
|
a) |
Common
shares
|
Number
of
shares
|
Capital
stock
US
$
|
Additional
paid-in
capital
US
$
|
||||||||
Balance
at December 31, 2002
|
1,000
|
64
|
--
|
|||||||
2003
Transactions
|
||||||||||
Capital
stock of GeoGlobal at August 29, 2003
|
14,656,687
|
14,657
|
10,914,545
|
|||||||
Common
shares issued by GeoGlobal to acquire GeoGlobal India
|
34,000,000
|
34,000
|
1,072,960
|
|||||||
Share
issuance costs on acquisition
|
--
|
--
|
(66,850
|
)
|
||||||
Elimination
of GeoGlobal capital stock in recognition of reverse takeover (note
7)
|
(1,000
|
)
|
(14,657
|
)
|
(10,914,545
|
)
|
||||
Options
exercised for cash
|
396,668
|
397
|
101,253
|
|||||||
December
2003 private placement financing (note 5c)
|
6,000,000
|
6,000
|
5,994,000
|
|||||||
Share
issuance costs on private placement
|
--
|
--
|
(483,325
|
)
|
||||||
55,052,355
|
40,397
|
6,618,038
|
||||||||
Balance
as at December 31, 2003
|
55,053,355
|
40,461
|
6,618,038
|
|||||||
2004
Transactions
|
||||||||||
Options
exercised for cash
|
115,000
|
115
|
154,785
|
|||||||
Broker
Warrants exercised for cash (note 5c)
|
39,100
|
39
|
58,611
|
|||||||
154,100
|
154
|
213,396
|
||||||||
Balance
as at December 31, 2004
|
55,207,455
|
40,615
|
6,831,434
|
|||||||
2005
Transactions
|
||||||||||
Options
exercised for cash (note 5e(i)
|
739,000
|
739
|
1,004,647
|
|||||||
2003
Purchase Warrants exercised for cash (note 5d(i))
|
2,214,500
|
2,214
|
5,534,036
|
|||||||
Broker
Warrants exercised for cash (note 5c)
|
540,900
|
541
|
810,809
|
|||||||
September
2005 private placement financing (note 5b)
|
4,252,400
|
4,252
|
27,636,348
|
|||||||
Share
issuance costs on private placement (note 5b)
|
--
|
--
|
(1,541,686
|
)
|
||||||
7,746,800
|
7,746
|
33,444,154
|
||||||||
Balance
as at December 31, 2005
|
62,954,255
|
48,361
|
40,275,588
|
|||||||
2006
Transactions
|
||||||||||
Options
exercised for cash (note 5e(i))
|
2,284,000
|
2,285
|
2,706,895
|
|||||||
Options
exercised for notes receivable (note 6e)
|
184,500
|
185
|
249,525
|
|||||||
2003
Purchase Warrants exercised for cash (note 5d(i))
|
785,500
|
786
|
1,962,964
|
|||||||
Share
issuance costs
|
--
|
--
|
(74,010
|
)
|
||||||
Stock-based
compensation (note 6b)
|
--
|
--
|
1,956,865
|
|||||||
3,254,000
|
3,256
|
6,802,239
|
||||||||
Balance
as at December 31, 2006
|
66,208,255
|
51,617
|
47,077,827
|
5. |
Capital
Stock (continued)
|
b) |
September
2005 Financing
|
c)
|
December
2003 Financing
|
5.
|
Capital
Stock (continued)
|
d)
|
Warrants
|
i)
|
2003
Purchase Warrants
|
ii)
|
2005
Purchase Warrants
|
iii)
|
Compensation
Option Warrants
|
e)
|
Options
|
i)
|
Stock
Options
|
ii)
|
Compensation
Options
|
f)
|
Weighted-average
number of shares
|
6.
|
Stock
Options
|
a)
|
The
Company’s 1998 Stock Incentive
Plan
|
6.
|
Stock
Options (continued)
|
b)
|
Stock-based
compensation
|
Year
ended
Dec
31, 2006
US
$
|
Year
ended
Dec
31, 2005
US
$
|
Year
ended
Dec
31, 2004
US
$
|
Period
from
Inception
Aug
21, 2002 to Dec 31, 2005
US
$
|
||||||||||
Restated
note
6b(iii)
|
Restated
note
6b(iii)
|
Restated
note
6b(iii)
|
|||||||||||
Stock
based compensation
|
|||||||||||||
Consolidated
Statements of Operations
|
|||||||||||||
General
and administrative
|
563,551
|
--
|
--
|
--
|
|||||||||
Consulting
fees
|
626,625
|
--
|
--
|
--
|
|||||||||
1,190,176
|
--
|
--
|
--
|
||||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Oil
and gas interests
|
|||||||||||||
Exploration
costs - India
|
766,689
|
--
|
--
|
--
|
|||||||||
1,956,865
|
--
|
--
|
--
|
||||||||||
Pro-forma
basis
|
|||||||||||||
Net
loss
|
|||||||||||||
As
reported
|
--
|
(480,980
|
)
|
(867,496
|
)
|
(1,839,984
|
)
|
||||||
Pro-forma
|
--
|
(1,080,303
|
)
|
(1,094,259
|
)
|
(2,787,949
|
)
|
||||||
Net
loss per share - basic and diluted
|
|||||||||||||
As
reported
|
(0.01
|
)
|
(0.02
|
)
|
|||||||||
Pro-forma
|
(0.02
|
)
|
(0.03
|
)
|
i)
|
At
January 1, 2006, the impact of the adoption of FAS123(R) required
the
Company to recognize a charge for past stock-based compensation
options
granted of US$367,596 over the next 3 years in accordance with
their
respective vesting periods. In the year ended December 31, 2006,
US$301,028 of this charge was recognized in the Consolidated Statements
of
Operations as general and administrative expense resulting in an
increase
in the net loss and comprehensive loss for the period in the same
amount
and no impact on the net loss per share - basic and diluted for
the
period.
|
ii)
|
At
December 31, 2006, the total compensation cost related to non-vested
awards not yet recognized was US$1,577,286 (December 31, 2005 -
US$367,596) which will be recognized over the remaining vesting
period of
the options. The total fair value of all options vested during
the year
December 31, 2006 was $1,046,490.
|
iii)
|
In
prior years, the Company was required only to disclose the impact
on net
loss and net loss per share on a pro-forma basis. The prior periods
have
been restated due to an error in the classification and calculation
for
modification of stock-based compensation. The impact of this restatement
in the year ended December 31, 2005 was a reduction of the net
loss
pro-forma from US$2,452,180 to US$1,080,303 (year ended December
31, 2004
- US$1,182,030 to US$1,094,259) and a reduction of the net loss
per share
- basic and diluted pro-forma from US$0.05 to US$0.02 (year ended
December
31, 2004 - no impact and remained at US$0.02). In addition, in
December
31, 2005, $183,581 of stock based compensation was reclassified
from
operating expenses to capital expenditures (December 31, 2004 -
$87,771 -
From inception of August 21, 2002 to December 31, 2003 -
$53,354).
|
6.
|
Stock
Options (continued)
|
c)
|
Black-Scholes
Assumptions
|
Year
ended
Dec
31, 2006
US
$
|
Year
ended
Dec
31, 2005
US
$
|
Year
ended
Dec
31, 2004
US
$
|
||||||||
Fair
value of stock options granted (per option)
|
$
|
1.21
|
$
|
0.33
|
$
|
0.00
|
||||
Risk-free
interest rate
|
4.15
|
%
|
2.75
|
%
|
0.00
|
%
|
||||
Volatility
|
70
|
%
|
95
|
%
|
0
|
%
|
||||
Expected
life
|
1.3
years
|
1.1
years
|
0.0
years
|
|||||||
Dividend
yield
|
0
|
%
|
0
|
%
|
0
|
%
|
i)
|
The
risk-free rate is based on the U.S. Treasury yield curve in effect
at the
time of grant.
|
ii)
|
Expected
volatilities are based on, historical volatility of the Company's
stock,
and other factors.
|
iii) |
The
expected life of options granted represents the period of time
that the
options are expected to be outstanding and is derived from historical
exercise behavior and current
trends.
|
d)
|
Stock
option table
|
Grant
date
|
Option
exercise price
|
Fair
Value at Original Grant Date
|
Expiry
date
|
Vesting
date
|
Balance
Dec 31/05
|
Granted
during the year
|
Cancelled
(c)
Expired
(x)
Exercised
(e)
during
the year
|
Balance
Dec 31/06
|
Balance
Dec 31/06
|
|||||||||||||||||||
(mm/dd/yy)
|
US
$
|
US$
|
(mm/dd/yy)
|
(mm/dd/yy)
|
#
|
#
|
#
|
#
|
#
|
|||||||||||||||||||
12/09/03
|
1.18
|
.241
|
08/31/06
|
Vested
|
1,751,500
|
--
|
1,721,500
(e
|
)
|
--
|
--
|
||||||||||||||||||
30,000
(x
|
)
|
--
|
--
|
|||||||||||||||||||||||||
12/30/03
|
1.50
|
.317
|
08/31/06
|
Vested
|
345,000
|
--
|
345,000
(e
|
)
|
--
|
--
|
||||||||||||||||||
01/17/05
|
1.01
|
.380
|
(i)
06/30/07
|
Vested
|
579,500
|
--
|
377,000
(e
|
)
|
202,500
|
202,500
|
||||||||||||||||||
01/17/05
|
1.01
|
.380
|
(i)
06/30/07
|
05/31/07
|
150,000
|
--
|
--
|
150,000
|
--
|
|||||||||||||||||||
01/18/05
|
1.10
|
.622
|
08/31/08
|
Vested
|
600,000
|
--
|
--
|
600,000
|
600,000
|
|||||||||||||||||||
01/25/05
|
1.17
|
.434
|
08/31/06
|
Vested
|
25,000
|
--
|
25,000
(e
|
)
|
--
|
--
|
||||||||||||||||||
06/14/05
|
3.49
|
1.553
|
06/14/15
|
Vested
|
150,000
|
--
|
--
|
150,000
|
150,000
|
|||||||||||||||||||
08/24/05
|
6.50
|
2.380
|
08/24/08
|
Vested
|
110,000
|
--
|
--
|
110,000
|
110,000
|
|||||||||||||||||||
10/03/05
|
6.81
|
3.070
|
10/03/15
|
Vested
|
16,666
|
--
|
-
|
16,666
|
16,666
|
|||||||||||||||||||
10/03/05
|
6.81
|
3.833
|
10/03/15
|
10/03/07
|
16,667
|
--
|
--
|
16,667
|
--
|
|||||||||||||||||||
10/03/05
|
6.81
|
4.383
|
10/03/15
|
10/03/08
|
16,667
|
--
|
--
|
16,667
|
--
|
|||||||||||||||||||
06/14/06
|
5.09
|
2.057
|
06/14/16
|
06/14/07
|
--
|
200,000
|
--
|
200,000
|
--
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.141
|
12/31/09
|
Vested
|
--
|
100,000
|
--
|
100,000
|
100,000
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.393
|
12/31/09
|
07/25/07
|
--
|
660,000
|
--
|
660,000
|
--
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.601
|
12/31/09
|
12/31/07
|
--
|
50,000
|
--
|
50,000
|
--
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.779
|
12/31/09
|
07/25/08
|
--
|
145,000
|
--
|
145,000
|
--
|
|||||||||||||||||||
07/25/06
|
3.95
|
2.006
|
12/31/09
|
07/25/09
|
--
|
70,000
|
--
|
70,000
|
--
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.141
|
07/25/16
|
Vested
|
--
|
500,000
|
--
|
500,000
|
500,000
|
|||||||||||||||||||
07/25/06
|
3.95
|
1.141
|
07/25/16
|
07/25/07
|
--
|
500,000
|
--
|
500,000
|
--
|
|||||||||||||||||||
11/24/06
|
7.52
|
2.467
|
11/24/09
|
06/30/07
|
--
|
10,000
|
--
|
10,000
|
--
|
|||||||||||||||||||
11/24/06
|
7.52
|
2.919
|
11/24/09
|
12/31/07
|
--
|
10,000
|
--
|
10,000
|
--
|
|||||||||||||||||||
11/24/06
|
7.52
|
3.695
|
11/24/09
|
12/31/08
|
--
|
10,000
|
--
|
10,000
|
--
|
|||||||||||||||||||
3,761,000
|
2,255,000
|
2,498,500
|
3,517,500
|
1,679,166
|
6.
|
Stock
Options (continued)
|
i)
|
On
August 30, 2006, the Board of Directors of the Company passed a
resolution
with respect to the remaining stock options issued
on January 17, 2005 to (a) extend the expiry date of all then outstanding
options from August 31, 2006 to the
earlier of June 30, 2007 or 60 days following the date of a “Commercial
Discovery” as defined under the terms of the PSC on Block KG-OSN-2001/3
and (b) to extend the vesting date of certain of these options
to the
earlier of the date of a “Commercial Discovery” as defined under the terms
of the PSC on Block KG-OSN-2001/3 or May 31, 2007, as long as drilling
operations are continuing on the KG Offshore Block. This resolution
resulted in an added incremental stock-based compensation cost
of $11,440
with respect to the seven
employees.
|
ii)
|
During
the year ended December 31, 2006, the Company granted options to
purchase
2,255,000 shares exercisable at various prices and expiry dates,
which
vest in their entirety on the vesting
date.
|
iii)
|
As
at December 31, 2006, there were 3,517,500 options outstanding
at various
prices which, if exercised, would result in total proceeds of
US$11,837,375.
|
iv)
|
Of
the 2,498,500 options exercised or expired during the year, 195,000,
415,000, 1,853,000 and 5,000 were exercised during the three months
ending
March 31, June 30, September 30 and December 31, respectively for
gross
cash proceeds of US$206,050, US$548,100, US$1,949,980 and US$5,050
respectively, and the remaining 30,000 expired during the three
months
ended September 30, 2006.
|
v)
|
At
the annual stockholder meeting held on June 14, 2006, the stockholders
of
the Company approved amendments to the Plan to increase the shares
of
Common Stock reserved for issuance under the Plan from 8,000,000
shares to
12,000,000.
|
e)
|
Notes
receivable
|
7.
|
Acquisition
|
US
$
|
||||
Net
assets acquired
|
||||
Cash
|
3,034,666
|
|||
Other
current assets
|
75,000
|
|||
Current
liabilities
|
(2,706
|
)
|
||
Net
book value of identifiable assets acquired
|
3,106,960
|
|||
Consideration
paid
|
||||
Promissory
note issued
|
2,000,000
|
|||
34,000,000
common shares issued par value $0.001
|
34,000
|
|||
Additional
paid-in capital
|
1,072,960
|
|||
3,106,960
|
8.
|
Related
Party Transactions
|
a)
|
Note
payable
|
b)
|
Roy
Group (Mauritius) Inc.
|
c)
|
Roy
Group (Barbados) Inc. (“Roy
Group”)
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
US
$
|
US
$
|
US
$
|
US$
|
||||||||||
Consolidated
Statement of Operations
|
|||||||||||||
Consulting
fees
|
70,000
|
62,000
|
50,000
|
198,667
|
|||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Oil
& gas interests
|
|||||||||||||
Exploration
costs - India (note 4b)
|
280,000
|
248,000
|
200,000
|
794,666
|
|||||||||
350,000
|
310,000
|
250,000
|
993,333
|
Consolidated
Statement of Operations
|
|||||||||||||
Consulting
fees
|
80,821
|
--
|
--
|
80,821
|
|||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Oil
& gas interests
|
|||||||||||||
Exploration
costs - India (note 4b)
|
323,283
|
--
|
--
|
323,283
|
|||||||||
404,104
|
--
|
--
|
404,104
|
8.
|
Related
Party Transactions
(continued)
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
Consolidated
Statement of Operations
|
|||||||||||||
General
and administrative
|
47,820
|
45,430
|
19,640
|
153,539
|
|||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Accounts
receivable
|
227
|
1,020
|
20,350
|
21,597
|
|||||||||
Oil
& gas interests
|
|||||||||||||
Exploration
costs - India (note 4b)
|
86,590
|
127,295
|
87,165
|
384,387
|
|||||||||
Property
and equipment
|
--
|
1,610
|
8,064
|
37,595
|
|||||||||
134,637
|
175,355
|
135,219
|
597,118
|
d)
|
D.I.
Investments Ltd. (“D.I.”)
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
US
$
|
US
$
|
US
$
|
US$
|
||||||||||
Consolidated
Statement of Operations
|
|||||||||||||
Consulting
fees
|
185,000
|
150,000
|
120,000
|
516,715
|
Consolidated
Statement of Operations
|
|||||||||||||
Consulting
fees
|
404,104
|
--
|
--
|
404,104
|
8.
|
Related
Party Transactions
(continued)
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
Consolidated
Statement of Operations
|
|||||||||||||
General
and administrative
|
|||||||||||||
Office
costs
|
19,935
|
54,062
|
65,073
|
179,070
|
|||||||||
Travel,
hotel, meals and entertainment
|
1,176
|
5,121
|
3,344
|
48,686
|
|||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Accounts
receivable
|
13,224
|
14,165
|
--
|
27,389
|
|||||||||
Property
and equipment
|
4,107
|
--
|
--
|
4,107
|
|||||||||
38,442
|
73,348
|
68,417
|
259,252
|
e)
|
Amicus
Services Inc. (“Amicus”)
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
Consolidated
Statement of Operations
|
|||||||||||||
Consulting
fees
|
56,257
|
35,713
|
33,921
|
140,360
|
Consolidated
Statement of Operations
|
|||||||||||||
General
and administrative
|
1,654
|
685
|
1,961
|
4,468
|
|||||||||
Consolidated
Balance Sheets
|
|||||||||||||
Accounts
receivable
|
3,725
|
2,530
|
967
|
10,274
|
|||||||||
Property
and equipment
|
--
|
--
|
1,599
|
1,599
|
|||||||||
5,379
|
3,215
|
4,527
|
16,341
|
9.
|
Income
Taxes
|
a)
|
Income
tax expense
|
Year
ended
Dec
31, 2006
|
Year
ended
Dec
31, 2005
|
Year
ended
Dec
31, 2004
|
Period
from
Inception,
Aug
21, 2002
to
Dec 31, 2006
|
||||||||||
US
$
|
US
$
|
US
$
|
US$
|
||||||||||
Net
loss before income taxes
|
(1,150,690
|
)
|
(480,980
|
)
|
(867,496
|
)
|
(2,990,674
|
)
|
|||||
Expected
US tax rate
|
35.00
|
%
|
35.00
|
%
|
35.00
|
%
|
|||||||
Expected
income tax recovery
|
(402,742
|
)
|
(168,343
|
)
|
(303,624
|
)
|
(1,047,720
|
)
|
|||||
Excess
of expected tax rate over tax rate of foreign affiliates
|
380,444
|
55,062
|
43,281
|
527,401
|
|||||||||
(22,298
|
)
|
(113,281
|
)
|
(260,343
|
)
|
(520,319
|
)
|
||||||
Valuation
allowance
|
20,856
|
110,566
|
255,794
|
510,629
|
|||||||||
Other
|
1,442
|
2,715
|
4,549
|
9,690
|
|||||||||
Income
tax recovery
|
--
|
--
|
--
|
--
|
b) |
Deferred
income taxes
|
Dec
31, 2006
US
$
|
Dec
31, 2005
US
$
|
||||||
Difference
between tax base and reported amounts of depreciable
assets
|
25,873
|
25,871
|
|||||
Non-capital
loss carry forwards
|
2,525,363
|
2,645,060
|
|||||
2,551,236
|
2,670,931
|
||||||
Valuation
allowance
|
(2,551,236
|
)
|
(2,670,931
|
)
|
|||
Deferred
income tax asset
|
--
|
--
|
c) |
Loss
carry forwards
|
Tax
Jurisdiction
|
Amount
US
$
|
Expiry
Dates
Commence
|
|||||
United
States
|
7,168,590
|
2023
|
|||||
Canada
|
152
|
2010
|
|||||
Barbados
|
652,224
|
2012
|
|||||
7,820,966
|
10. |
Segmented
Information
|
Dec
31, 2006
US
$
|
Dec
31, 2005
US
$
|
||||||
Oil
& gas interests
|
|||||||
India
|
9,722,738
|
2,216,663
|
11.
|
Commitments,
Contingencies and
Guarantees
|
a)
|
Restricted
cash
|
i)
|
The
PSC's contain provisions whereby the joint venture participants
must
provide the GOI a bank guarantee in the amount of 35% of the participant's
share of the minimum work program for a particular phase, to be
undertaken
annually during the budget period April 1 to March 31. These bank
guarantees have been provided to the GOI and serve as guarantees
for the
performance of such minimum work program and are in the form of
irrevocable letters of credit which are secured by restricted cash
term
deposits of the Company in the same amount.
|
December
31, 2006
|
December
31, 2005
|
||||||
US
$
|
US
$
|
||||||
Exploration
Block
|
|||||||
Mehsana
|
711,445
|
195,055
|
|||||
Sanand/Miroli
|
905,000
|
197,430
|
|||||
Ankleshwar
|
600,000
|
--
|
|||||
Tarapur
|
1,200,000
|
--
|
|||||
DS
|
110,000
|
--
|
|||||
3,526,445
|
392,485
|
ii)
|
The
Company has provided to its bankers as security for credit cards
issued to
employees for business purposes two restricted cash term deposits,
one in
the amount of US$30,000 and the other in the amount of US$34,324
(Cdn$40,000).
|
b)
|
Production
Sharing Contracts
|
i)
|
Mehsana
Block - Acquire, process and interpret 75 sq kms of 3D seismic
and drill 7
exploratory wells between 1,000 and 2,200
meters.
|
ii)
|
Sanand/Miroli
Block - Acquire, process and interpret 200 sq kms of 3D seismic
and drill
12 exploratory wells between 1,500 and 3,000
meters.
|
iii)
|
Ankleshwar
Block - Acquire, process and interpret 448 sq kms of 3D seismic
and drill
14 exploratory wells between 1,500 and 2,500
meters.
|
iv)
|
DS
03 Block - Gravity and geochemical surveys and a 12,000 LKM aero
magnetic
survey.
|
11.
|
Commitments,
Contingencies and Guarantees
(continued)
|
c)
|
KG
Offshore Block
|
11.
|
Commitments,
Contingencies and Guarantees
(continued)
|
d)
|
Tarapur
Block
|
e)
|
Corporate
Head Office
|
12.
|
Comparative
Figures
|
a) |
As
the Company is in its development stage, these figures represent
the
accumulated amounts of the continuing entity for the period from
inception, being August 21, 2002 to December 31,
2006.
|
b)
|
Certain
comparative figures have been reclassified to conform with the
presentation adopted in the current
year.
|
13.
|
Subsequent
Event
|
a)
|
NELP-VI
Blocks
|
i)
|
Exploration
Block KG-ONN-2004/1 (KG Onshore Block) - Reprocess 564 LKM of 2-D
seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 548 sq kms of 3-D seismic; and drill 12 exploratory
wells
between 2,000 and 5,000 meters.
|
ii)
|
Exploration
Block RJ-ONN-2004/2 (RJ Block 20) - Reprocess 463 LKM of 2-D seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 250 LKM of 2-D seismic and 700 sq kms of 3-D seismic;
and
drill a total of 12 exploratory wells between 2,000 and 2,500
meters.
|
iii)
|
Exploration
Block RJ-ONN-2004/3 (RJ Block 21) - Reprocess 463 LKM of 2-D seismic;
conduct a gravity and magnetic and geochemical survey; acquire,
process
and interpret 310 LKM of 2-D seismic and 611 sq kms of 3-D seismic;
and
drill a total of 8 exploratory wells between 2,000 and 2,500
meters.
|
iv) |
Exploration
Block DS-ONN-2004/1 (DS 04 Block) - Gravity and magnetic and geochemical
surveys; acquire, process and interpret 325 LKM of 2-D seismic;
and drill
10 core holes to a depth of approximately 500
meters.
|
b)
|
India
office condominium
|
14.
|
Recent
Accounting Standards
|
a)
|
Accounting
for Uncertainty in Income
Taxes
|
b)
|
Fair
Value Measurements
|
c)
|
The
Fair Value Option for Financial Assets and Financial
Liabilities
|
By:
|
/s/
Allan J. Kent
|
||
Allan
J. Kent
|
|||
Executive
Vice President and CFO
|
Signature
|
Title
|
Date
|
||
/s/
Jean Paul Roy
|
President,
Chief Executive Officer and
|
April
16, 2007
|
||
Jean
Paul Roy
|
Director
|
|||
/s/
Allan J. Kent
|
Executive
Vice President, Chief
|
April
16, 2007
|
||
Allan
J. Kent
|
Financial
Officer and Director
|
|||
/s/
Brent J. Peters
|
Director
|
April
16, 2007
|
||
Brent
J. Peters
|
||||
/s/
Peter R. Smith
|
Chairman
of the Board and Director
|
April
16, 2007
|
||
Peter
R. Smith
|
||||
/s/
Michael J. Hudson
|
Director
|
April
16, 2007
|
||
Michael
J. Hudson
|
||||
/s/
Dr. Avinash Chandra
|
Director
|
April
16, 2007
|
||
Dr.
Avinash Chandra
|