Edgar Filing: Geneva Resources, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

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

For the fiscal year ended May 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NO. 0-51583

GENEVA RESOURCES INC.
______________________________________________
(Name of small business issuer in its charter)

NEVADA 98-0441019
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2533 N. CARSON STREET, SUITE 125
CARSON CITY, NEVADA 89706
________________________________________
(Address of principal executive offices)

(775) 348-9330
___________________________
(Issuer's telephone number)

Securities registered pursuant to Section Name of each exchange on which
12(b) of the Act: registered:
NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.001
____________________
(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
229.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files.

Yes [ ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

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

State issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. August 31, 2009: $2,312,212

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

N/A

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

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Class Outstanding as of August 31, 2009
Common Stock, $0.001 38,536,862

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (i) any annual report to security holders; (ii)
any proxy or information statement; and (iii) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

N/A

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

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GENEVA RESOURCES, INC.
FORM 10-K

INDEX

Item 1. Business 4

Item 1A. Risk Factors 10

Item 2. Properties 19

Item 3. Legal Proceedings 19

Item 4. Submission of Matters to a Vote of Security Holders 21

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities 21

Item 6. Selected Financial Data 24

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation 26

Item 8. Financial Statements and Supplemental Data 34

Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 50

Item 9A. Controls and Procedures 50

Item 9B. Other Information 51

Item 10. Directors, Executive Officers and Corporate Governance 51

Item 11. Executive Compensation 54

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 55

Item 13. Certain Relationships and Related Transactions and Director
Independence 57

Item 14. Principal Accountant Fees and Services 57

Item 15. Exhibits and Financial Statement Schedules 57

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Statements made in this Form 10-K that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Geneva Resources, Inc. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov

PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on
April 5, 2004 under the name "Revelstoke Industries, Inc." for the purpose of
reclaiming and stabilizing land in preparation for construction in Canada.
Effective November 27, 2006, we changed our name to "Geneva Gold Corp.".
Subsequently, effective February 28, 2007, we changed our name to "Geneva
Resources, Inc.". We are currently engaged in the business of exploration of
precious metals with a focus on the exploration and development of gold deposits
in North America and internationally. The shares of common stock of Geneva
Resources Inc. trade on the Over-the-Counter Bulletin Board under the symbol
"GVRS:OB".

Please note that throughout this Annual Report, and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Geneva Resources," refers to Geneva
Resources, Inc.

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TRANSFER AGENT

Our transfer agent is Transfer Online Co., Inc. 317, SW Alder Street, 2nd Floor,
Portland, Oregon 97204.

CURRENT BUSINESS OPERATIONS

We are currently engaged in the business of exploration of precious metals with
a focus on the exploration and development of gold deposits in North America and
internationally. As of the date of this Annual Report, our mineral interests
consist mainly of option agreements on exploration stage properties as discussed
below. We have not established any proven or probable reserves on our mineral
property interests.

MINERAL PROPERTIES

VILCORO GOLD PROPERTY

On January 22, 2007, we entered into a letter of intent with St. Elias Mines
Ltd. ("St Elias"), pursuant to which St. Elias proposed to grant to us an option
to acquire not less than an undivided 66% legal, beneficial and registerable
interest in certain mining leases in Peru including St. Elias' option to earn a
95% interest in the Vilcoro Gold Property project comprised of approximately 600
hectares in Peru (collectively, the "Vilcoro Properties").

On February 23, 2007, we entered into a formal property option agreement (the
"Vilcoro Option Agreement") with St. Elias pursuant to which St. Elias granted
to us an option to acquire not less than the undivided 66% legal, beneficial and
registerable interest in the Vilcoro Properties (the "Vilcoro Option").

On December 1, 2007, we entered into an extension agreement with St. Elias (the
"December 2007 Extension Agreement"). The December 2007 Extension Agreement
acknowledged that in accordance with the terms and provisions of the Vilcoro
Option Agreement, we must incur and pay exploration expenditures of not less
than $500,000 prior to January 17, 2008 (the "Exploration Expenditures"), and
provided us an extension until March 31, 2008 to incur and pay such Exploration
Expenditures. On March 28, 2008, we entered into a second extension agreement
with St. Elias (the "March 2008 Extension Agreement"), which provided us with an
extension until June 30, 2008 to incur and pay such Exploration Expenditures. On
June 4, 2008, we entered into a third extension with St. Elias (the "June 2008
Extension Agreement"), which provides us with an indefinite extension to pay
such Exploration Expenditures based on the Operator's work schedule.

Under the terms of the Vilcoro Option Agreement and in order to exercise the
Vilcoro Option, we were required to make the following non-refundable cash
payments to St. Elias aggregating $350,000 as follows: (i) $50,000 within five
business days from the execution of the Vilcoro Option Agreement, which as of
the date of this Report, was paid; (ii) $100,000 due on or before the 12-month
anniversary of execution of the Vilcoro Option Agreement (which was paid); and
(iii) $200,000 due on or before the 24-month anniversary of execution of the
Vilcoro Option Agreement.

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In accordance with the terms and provisions of the Vilcoro Option Agreement, we
were further required to: (i) issue to St. Elias 50,000 shares of our restricted
common stock on or before the 12-month anniversary of execution of the Vilcoro
Option Agreement (which as of the date of this Report have been issued); and
(ii) incur costs totaling $2,5000,000 as follows: (a) expenditures of $500,000
were to be incurred on or before the 12-month anniversary of execution of the
Vilcoro Option Agreement of which $551,000 had been advanced from inception of
the agreement until the date of this Report (which date was subsequently
extended indefinitely based on the June 2008 Extension Agreement); (b) second
expenditure of $750,000 was to be incurred on or before the 24-month anniversary
of execution of the Vilcoro Option Agreement; and (iii) third expenditure of
$1,250,000 was to be incurred on or before the 36-month anniversary of execution
of the Vilcoro Option Agreement.

Under further terms of the Vilcoro Option Agreement: (i) St. Elias would have
been the operator (the "Operator") of the Vilcoro Properties and would have
received an 8% operator fee on all exploration expenditures; (ii) once we
exercised the Vilcoro Option, we agreed to pay 100% of all on-going exploration,
development and production costs until commercial production (the "Production
Costs"); and (iii) we would have had the right to receive 100% of any cash flow
from commercial production of the Vilcoro Properties until we recouped the
Production Costs after which the cash flow would have been allocated 66% to us
and 34% to St. Elias.

PHASE I EXPLORATION PROGRAM. We were previously engaged in our Phase I
exploration program. The Vilcoro Property comprised approximately 1,600 hectares
and lay along the game geological belt of Tertiary rocks that host deposits in
northern Peru, such as Newmont's Yanacocha Mine and Barrick's Pierina deposit. A
total of 256 channel samples and 28 check samples had been collected from
outcrops, trenches and underground workings, which sample preparation and
analytical work was undertaken at ALS Chemex SA Laboratory (an ISO-certified
facility) in Lima Peru, using standard industry practice fire assay with an
atomic absorption finish. Most of the channel samples were three to five meters
long. This work defined two mineralized trends referred to as the Main Trend and
the South Trend. Six individual mineralized zones (Zones 1 through 6) had been
identified within the Main Trend and three individual mineralized zones (Zones A
through C) had been identified within the South Trend. The South Trend laid
approximately 200 meters to the south of the Main Trend and comprised an
east-west alignment (parallel to the Main Trend) of mineralized hydrobreccia
occurrences in three zones.

On approximately April 9, 2008, we received a technical report (the "Technical
Report") in accordance with the provisions of National Instrument 43-101 of the
Canadian Securities Administrators on the Vilcoro Properties. The Technical
Report was authored by John A. Brophy, P.Geo., who has thirty-two years of
continuous geological experience on exploring for a variety of commodities
including gold, copper, zinc, lead, uranium and silver. Based on the contents of
the Technical Report, management was pleased with the evidence of disseminated
mineralization on the Vilcoro Properties with average ore grades of 0.8 g/t, and
previously continued fieldwork at Vilcoro Properties with emphasis on additional
trenching between the individual zones on the Main Trend. The Technical Report
is available on our website at WWW.GENEVARESOURCESINC.COM.

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LITIGATION AND STATEMENT OF CLAIM. On November 6, 2008, we filed a Writ of
Summons and Statement of Claim (collectively, the "Statement of Claim") against
St. Elias and John A. Brophy ("Brophy") in the Supreme Court of British
Columbia. The Statement of Claim relates to the Property Option Agreement.

The Statement of Claim alleges the following claims: (i) in tort against Brophy
alleging non-disclosure of material facts and complete and accurate information
relating to the ownership of the Vilcoro Property and to the ownership of the
adjacent property, including failing to disclose that Brophy and his wife had an
interest in the Vilcoro Property and the adjacent property, which entitles us to
rescind the Property Option Agreement and return of an aggregate of $150,000
paid to St. Elias under the Property Option Agreement, an aggregate of $486,000
paid in exploration expenditures, and 50,000 shares of our common stock issued
to St. Elias; (ii) breach of the Property Option Agreement relating to the
failure by St. Elias to provide to us all data and information in its possession
or under its control relating to St. Elias' exploration activities on and in the
vicinity of the Vilcoro Properties; and (iii) breach of the Technical Services
Agreement by failure of St. Elias to timely prepare and provide a budget or work
programs or to expeditiously advance the work on the Vilcoro Properties and
diversion by St. Elias of money, time and resources.

On December 23, 2008, a statement of defense was filed by St. Elias and Brophy
denying the majority of the allegations made by us in our Statement of Claim. In
addition, St. Elias and Brophy also filed a counter claim against us for abuse
of process and punitive damages. All allegations of by us, St. Elias and Brophy
remain to be proved in court. See "Item 3. Legal Proceedings."

SAN JUAN PROPERTY

On approximately November 16, 2006, we entered into a property option agreement
(the "Petaquilla Option Agreement") with Petaquilla Minerals Ltd.
("Petaquilla"). In accordance with the terms and provisions of the Petaquilla
Option Agreement, Petaquilla granted to us the sole and exclusive option (the
"Option") to acquire up to a 70% undivided interest in and to five exploration
concessions situated in the Republic of Panama (the "San Juan Property"), which
are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary.

During 2007, certain disputes arose between us and Petaquilla which were
resolved during 2008 by way of a settlement agreement (the "Settlement"), mutual
release and the ultimate termination of the Petaquilla Option Agreement.
Pursuant to the terms of the Settlement: (i) Petaquilla shall issue 100,000
shares of its common stock to us, subject to pooling and release in four equal
monthly tranches commencing no later than December 31, 2008 and certain other
conditions, (ii) the 4,000,000 shares of the restricted common stock previously
issued by us to Petaquilla shall be returned to us; and (iii) the $100,000
previously paid by us in order to exercise the initial portion of the Option
shall be returned to us.

As of May 31, 2008, we received $100,000 and the return of the 4,000,000
restricted shares of our common stock with an estimated fair value of
$5,440,000. In addition, we recorded the 100,000 common shares of Petaquilla,
with an estimated fair value of $270,000, as accounts receivable as of May 31,
2008. The total proceeds of $5,810,000 was included in amounts recorded as gain
on settlements during 2008.

-7-

During fiscal year ended May 31, 2009, the Company received the 100,000 shares
receivable from Petaquilla, previously valued at $270,000. The 100,000 shares
received had an estimated fair value of $55,000 ($0.55 per share) as of May 31,
2009.

PROPOSED FUTURE BUSINESS OPERATIONS

Our current strategy is to complete further acquisition of other mineral
property opportunities which fall within the criteria of providing a geological
basis for development of mining initiatives that can provide near term revenue
potential and production cash flows to create expanding reserves. We anticipate
that our ongoing efforts, subject to adequate funding being available, will
continue to be focused on successfully concluding negotiations for additional
interests in mineral properties. We plan to build a strategic base of producing
mineral properties.

Our ability to continue to complete planned exploration activities and expand
acquisitions and explore mining opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being obtained.

DEVELOPMENT OF MINERAL PROPERTIES

The requirement to raise further funding for mineral exploration and development
beyond that obtained for the next six month period may be dependent on the
outcome of geological and engineering testing occurring over this interval on
potential properties. If future results provide the basis to continue
development and geological studies indicate high probabilities of sufficient
mineral production quantities, we will attempt to raise capital to further our
programs, build production infrastructure, and raise additional capital for
further acquisitions. This includes the following activity:

o Target further leases for exploration potential and obtain further
funding to acquire new development targets.

o Review all available information and studies.

o Digitize all available factual information.

o Completion of a NI 43-101 Compliant Report with a qualified geologist
familiar with mineralization in the respective area.

o Determine feasibility and amenability of extracting the minerals.

o Create investor communications materials, corporate identity.

o Raise funding for mineral development.

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COMPETITION

We operate in a highly competitive industry, competing with other mining and
exploration companies, and institutional and individual investors, which are
actively seeking metal and mineral based exploration properties throughout the
world together with the equipment, labour and materials required to exploit such
properties. Many of our competitors have financial resources, staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime metal and
minerals exploration prospects and then exploit such prospects. Competition for
the acquisition of metal and minerals exploration properties is intense, with
many properties available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing profitable properties in the
face of this competition. No assurance can be given that a sufficient number of
suitable metal and minerals exploration properties will be available for
acquisition and development.

MINERALS EXPLORATION REGULATION

Our minerals exploration activities are, or will be, subject to extensive
foreign laws and regulations governing prospecting, development, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
and remediation of the environment, protection of endangered and protected
species, mine safety, toxic substances and other matters. Minerals exploration
is also subject to risks and liabilities associated with pollution of the
environment and disposal of waste products occurring as a result of mineral
exploration and production. Compliance with these laws and regulations may
impose substantial costs on us and will subject us to significant potential
liabilities. Changes in these regulations could require us to expend significant
resources to comply with new laws or regulations or changes to current
requirements and could have a material adverse effect on our business
operations.

Exploration and production activities are subject to certain environmental
regulations which may prevent or delay the commencement or continuance of our
operations. In general, our exploration and production activities are subject to
certain foreign regulations, and may be subject to Nigeria, Canadian, Peru, or
federal, state and local laws and regulations, relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuance of a given
operation. Compliance with these laws and regulations does not appear to have a
future material effect on our operations or financial condition to date.
Specifically, we may be subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
However, such laws and regulations, whether foreign or local, are frequently
changed and we are unable to predict the ultimate cost of compliance. Generally,
environmental requirements do not appear to affect us any differently or to any
greater or lesser extent than other companies in the industry and our current
operations have not expanded to a point where either compliance or cost of
compliance with environmental regulation is a significant issue for us. Costs
have not been incurred to date with respect to compliance with environmental
laws but such costs may be expected to increase with an increase in scale and
scope of exploration.

Minerals exploration operations are subject to comprehensive regulation which
may cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on our business operations. Minerals

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exploration operations are subject to foreign, federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Minerals exploration operations are also subject to federal, state,
and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of drilling methods and equipment.
Various permits from government bodies are required for drilling operations to
be conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, state, or local authorities may be
changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus causing an adverse
effect on us. Additionally, we may be subject to liability for pollution or
other environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. As of the date of this Annual
Report, we have not been required to spend any material amount on compliance
with environmental regulations. However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research and development expenditures have been incurred, either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. Marcus
Johnson is our President and Chief Executive Officer and D. Bruce Horton is our
Chief Financial Officer. These individuals are primarily responsible for all our
day-to-day operations. Other services are provided by outsourcing, consultant,
and special purpose contracts.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in evaluating our company and its business before
purchasing shares of our common stock. Our business, operating results and
financial condition could be seriously harmed due to any of the following risks.
The risks described below are all of the material risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also impair our business operations. You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We will require significant additional financing in order to continue our
exploration activities and our assessment of the commercial viability of our
precious metal and mineral properties in Peru. Furthermore, if the costs of our
planned exploration programs are greater than anticipated, we may have to seek
additional funds through public or private share offerings or arrangements with
corporate partners. There can be no assurance that we will be successful in our
efforts to raise these required funds, or on terms satisfactory to us. The

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continued exploration of current and future mineral properties and the
development of our business will depend upon our ability to establish the
commercial viability of our precious metal and mineral properties and to
ultimately develop cash flow from operations and reach profitable operations. We
currently are in the exploration stage and we have no revenue from operations
and we are experiencing significant negative cash flow. Accordingly, the only
other sources of funds presently available to us are through the sale of equity.
We presently believe that debt financing will not be an alternative to us as all
of our properties are in the exploration stage. Alternatively, we may finance
our business by offering an interest in any of our mineral properties to be
earned by another party or parties carrying out further exploration and
development thereof or to obtain project or operating financing from financial
institutions, neither of which is presently intended. If we are unable to obtain
this additional financing, we will not be able to continue our exploration
activities and our assessment of the commercial viability of our precious metal
and mineral properties. Further, if we are able to establish that development of
our precious metal and mineral properties is commercially viable, our inability
to raise additional financing at this stage would result in our inability to
place our mineral properties into production and recover our investment. We may
not discover commercially exploitable quantities of precious metals or minerals
on our properties that would enable us to enter into commercial production, and
achieve revenues and recover the money we spend on exploration.

Our properties do not contain reserves in accordance with the definitions
adopted by the Securities and Exchange Commission, and there is no assurance
that any exploration programs that we out will establish reserves. All of our
precious metal and mineral properties are in the exploration stage as opposed to
the development stage and have no known body of economic mineralization. The
known mineralization at these projects has not yet been determined, and may
never be determined to be economic. We plan to conduct further exploration
activities on our precious metal and mineral properties, which future
exploration may include the completion of feasibility studies necessary to
evaluate whether a commercial mineable mineral exists on any of our properties.
There is a substantial risk that these exploration activities will not result in
discoveries of commercially recoverable quantities of minerals. Any
determination that our properties contain commercially recoverable quantities of
minerals may not be reached until such time that final comprehensive feasibility
studies have been concluded that establish that a potential mine is likely to be
economic. There is a substantial risk that any preliminary or final feasibility
studies carried out by us will not result in a positive determination that our
mineral properties can be commercially developed.

OUR EXPLORATION ACTIVITIES ON OUR MINERAL PROPERTIES MAY NOT BE
COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO
DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our long-term success depends on our ability to establish commercially
recoverable quantities of ore on our mineral properties that can then be
developed into commercially viable mining operations. Mineral exploration is
highly speculative in nature, involves many risks and is frequently
non-productive. These risks include unusual or unexpected geologic formations,
and the inability to obtain suitable or adequate machinery, equipment or labor.
The success of mineral exploration is determined in part by the following
factors:

o identification of potential mineralization based on superficial
analysis;

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o availability of government-granted exploration permits;

o the quality of management and geological and technical expertise; and

o the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves
through drilling and analysis, to develop processes to extract minerals, and to
develop the mining and processing facilities and infrastructure at any chosen
site. Whether a mineral deposit will be commercially viable depends on a number
of factors, which include, without limitation, the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; metal prices,
which fluctuate 09-8 widely; and government regulations, including, without
limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. We may
invest significant capital and resources in exploration activities and abandon
such investments if it is unable to identify commercially exploitable mineral
reserves. The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any assurance to investors that we will discover or acquire any mineralized
material in sufficient quantities on any of our properties to justify commercial
operations. Further, we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially recoverable quantities
of precious metals or minerals on our properties.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED
OPERATING HISTORY.

In considering whether to invest in our common stock, you should consider that
our inception was April 5, 2004 and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance. In addition, we have only recently acquired or
will acquire our primary minerals exploration prospects located in Peru and
Nigeria with limited experience in early stage exploration efforts.

WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE
WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses, expect to continue to incur losses, and
may never be profitable, and we must be considered to be in the exploration
stage. Further, we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements. We have incurred comprehensive
losses totaling $7,045,821 from April 5, 2004 (inception) to May 31, 2009. As of
May 31, 2009, we had an accumulated deficit of $6,830,821 and incurred
comprehensivelosses of $907,865 during fiscal year ended May 31, 2009. Further,
we do not expect positive cash flow from operations in the near term. There is
no assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that: (i) the costs
to acquire additional mineral exploration claims are more than we currently
anticipate; (ii) exploration and or future potential mining costs for additional
claims increase beyond our expectations; or (iii) we encounter greater costs
associated with general and administrative expenses or offering costs.

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FUTURE PARTICIPATION IN AN INCREASED NUMBER OF MINERALS EXPLORATION
PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The uncertainty and factors described throughout this section may impede our
ability to economically discover, acquire, develop and/or exploit mineral
prospects. As a result, we may not be able to achieve or sustain profitability
or positive cash flows from operating activities in the future.

The financial statements for the fiscal years ended May 31, 2009 and May 31,
2008 have been prepared "assuming that the Company will continue as a going
concern," which contemplates that we will realize our assets and satisfy our
liabilities and commitments in the ordinary course of business. Our ability to
continue as a going concern is dependent on raising additional capital to fund
our operations and ultimately on generating future profitable operations. There
can be no assurance that we will be able to raise sufficient additional capital
or eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find alternative sources of cash or generate
positive cash flow from operations, our business and shareholders will be
materially and adversely affected. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation - Going Concern."

WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical losses from operations, we will require additional
funding in the future. If we cannot obtain capital through financings or
otherwise, our ability to execute our exploration programs will be greatly
limited. Our current plans require us to make capital expenditures for the
exploration of our minerals exploration properties. Historically, we have funded
our operations through the issuance of equity and short-term debt financing
arrangements. We may not be able to obtain additional financing on favorable
terms, if at all. Our future cash flows and the availability of financing will
be subject to a number of variables, including potential production and the
market prices of certain minerals. Further, debt financing could lead to a
diversion of cash flow to satisfy debt-servicing obligations and create
restrictions on business operations. If we are unable to raise additional funds,
it would have a material adverse effect upon our operations.

AS PART OF OUR GROWTH STRATEGY, WE INTEND TO ACQUIRE ADDITIONAL
PRECIOUS METALS AND MINERALS EXPLORATION PROPERTIES.

Such acquisitions may pose substantial risks to our business, financial
condition, and results of operations. In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties. Even if we are successful in acquiring
additional properties, some of the properties may not produce positive results
of exploration, or we may not complete exploration of such prospects within
specified time periods, which may cause the forfeiture of the lease in that
prospect. There can be no assurance that we will be able to successfully
integrate acquired properties, which could result in substantial costs and
delays or other operational, technical, or financial problems. Further,
acquisitions could disrupt ongoing business operations. If any of these events
occur, it would have a material adverse effect upon our operations and results
from operations.

-13-

WE ARE RELATIVELY A NEW ENTRANT INTO THE PRECIOUS METALS AND MINERALS
EXPLORATION AND DEVELOPMENT INDUSTRY WITHOUT PROFITABLE OPERATING
HISTORY.

Since inception, our activities have been limited to organizational efforts,
obtaining working capital and acquiring and developing a very limited number of
properties. As a result, there is limited information regarding production or
revenue generation. As a result, our future revenues may be limited. The
business of minerals exploration and development is subject to many risks and if
gold or other precious metals or other minerals are found in economic production
quantities, the potential profitability of future possible mining ventures
depends upon factors beyond our control. The potential profitability of mining
mineral properties if economic quantities of minerals are found is dependent
upon many factors and risks beyond our control, including, but not limited to:
(i) unanticipated ground and water conditions and adverse claims to water
rights; (ii) geological problems; (iii) metallurgical and other processing
problems; (iv) the occurrence of unusual weather or operating conditions and
other force majeure events; (v) lower than expected grades of minerals; (vi)
accidents; (vii) delays in the receipt of or failure to receive necessary
government permits; (viii) delays in transportation; (ix) labor disputes; (x)
government permit restrictions and regulation restrictions; (xi) unavailability
of materials and equipment; and (xii) the failure of equipment or processes to
operate in accordance with specifications or expectations.

THE RISKS ASSOCIATED WITH EXPLORATION AND DEVELOPMENT AND, IF
APPLICABLE, MINING COULD CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL
DAMAGE, DELAYS IN MINING, MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We are not currently engaged in mining operations because we are in the
exploration phase and have not yet any proved minerals reserves. We do not
presently carry property and liability insurance. Cost effective insurance
contains exclusions and limitations on coverage and may be unavailable in some
circumstances.

THE MINERAL EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND
THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE
LEASES.

The mineral exploration and mining industry is intensely competitive, and we
compete with other companies that have greater resources. Many of these
companies not only explore for and produce certain minerals, but also market
certain minerals and other products on a regional, national or worldwide basis.
These companies may be able to pay more for productive mineral properties and
exploratory prospects or define, evaluate, bid for and purchase a greater number
of properties and prospects than our financial or human resources permit. In
addition, these companies may have a greater ability to continue exploration
activities during periods of low mineral market prices. Our larger competitors
may be able to absorb the burden of present and future foreign, federal, state,
local and other laws and regulations more easily than we can, which would
adversely affect our competitive position. Our ability to acquire additional
properties and to discover productive prospects in the future will be dependent
upon our ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment. In addition, because we have
fewer financial and human resources than many companies in our industry, we may
be at a disadvantage in bidding for exploratory prospects and producing mineral
properties.

-14-

THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS
FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN
ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
macroeconomic factors, market fluctuations in commodity pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of certain minerals and environmental protection
regulations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

MINERAL MINING OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION,
WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS
OF THOSE ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS
OPERATIONS.

If economic quantities of certain minerals are found on any lease owned by us in
sufficient quantities to warrant mining operations, such mining operations are
subject to foreign, federal, state, and local laws relating to the protection of
the environment, including laws regulating removal of natural resources from the
ground and the discharge of materials into the environment. Mineral mining
operations are also subject to foreign, federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of mining methods and equipment. Various permits from government
bodies are required for mining operations to be conducted; no assurance can be
given that such permits will be received. Environmental standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
those anticipated, thus resulting in an adverse effect on us. Additionally, we
may be subject to liability for pollution or other environmental damages which
we may elect not to insure against due to prohibitive premium costs and other
reasons. To date we have not been required to spend material amounts on
compliance with environmental regulations. However, we may be required to do so
in the future and this may affect our ability to expand or maintain our
operations.

MINERALS EXPLORATION AND DEVELOPMENT AND MINING ACTIVITIES ARE SUBJECT
TO CERTAIN ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE
COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS.

Minerals exploration and development and future potential uranium mining
operations are or will be subject to stringent federal, state, provincial, and
local laws and regulations relating to improving or maintaining environmental
quality. Our global operations are also subject to many environmental protection
laws. Environmental laws often require parties to pay for remedial action or to
pay damages regardless of fault. Environmental laws also often impose liability
with respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.

-15-

Future potential mineral mining operations and current exploration activities
are or will be subject to extensive laws and regulations governing prospecting,
development, production, exports, taxes, labor standards, occupational health,
waste disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mineral mining is also subject to risks and liabilities associated with
pollution of the environment and disposal of waste products occurring as a
result of mineral exploration and production. Compliance with these laws and
regulations will impose substantial costs on us and will subject us to
significant potential liabilities.

COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY
INCREASE WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our operations currently comply, in all material respects, with
all applicable environmental regulations. However, we are not fully insured at
the current date against possible environmental risks.

ANY CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A
NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws, regulations, policies or current administrative practices of any
government body, organization or regulatory agency in Peru, Canada or Nigeria or
any other applicable jurisdiction, may be changed, applied or interpreted in a
manner which will fundamentally alter our ability to carry on business. The
actions, policies or regulations, or changes thereto, of any government body or
regulatory agency, or other special interest groups, may have a detrimental
effect on us. Any or all of these situations may have a negative impact on our
ability to operate and/or our profitability.

WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR CONSULTANTS OR RECRUIT
ADDITIONAL QUALIFIED PERSONNEL.

Our extremely limited personnel means that we would be required to spend
significant sums of money to locate and train new employees in the event any of
our employees resign or terminate their employment with us for any reason. Due
to our limited operating history and financial resources, we are entirely
dependent on the continued service of Marcus Johnson, our President/Chief
Executive Officer and a director, and D. Bruce Horton, our Chief Financial
Officer and a director. Further, we do not have key man life insurance on any of
these individuals. We may not have the financial resources to hire a replacement
if any of our officers were to die. The loss of service of any of these
employees could therefore significantly and adversely affect our operations.

OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors serve only part time and are subject to conflicts of
interest. Each of our executive officers and directors serves only on a part
time basis. Each devotes part of his working time to other business endeavors,
including consulting relationships with other corporate entities, and has
responsibilities to these other entities. Such conflicts include deciding how
much time to devote to our affairs, as well as what business opportunities
should be presented to us. Because of these relationships, our officers and
directors may be subject to conflicts of interest.

-16-

NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS
FROM CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

Sales of a substantial number of shares of our common stock into the public
market by certain stockholders may result in significant downward pressure on
the price of our common stock and could affect your ability to realize the
current trading price of our common stock.

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE
PUBLIC MARKET BY CERTAIN STOCKHOLDERS COULD CAUSE A REDUCTION IN THE
MARKET PRICE OF OUR COMMON STOCK.

As of the date of this Annual Report, we have 38,536,862 shares of common stock
issued and outstanding. Of the total number of issued and outstanding shares of
common stock, certain stockholders are able to resell certain shares of our
common stock pursuant to an SB-2 registration statement declared effective on
November 18, 2005. As a result of this registration statement, an aggregate of
11,025,000 (post-forward share split) shares our common stock were issued and
are available for immediate resale which could have an adverse effect on the
price of our common stock. See "Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities".

As of the date of this Annual Report, there are 8,475,071 outstanding shares of
our common stock that are restricted securities as that term is defined in Rule
144 under the Securities Act. Although the Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions.

Any significant downward pressure on the price of our common stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock.

THE TRADING PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD HAS
BEEN AND MAY CONTINUE TO FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY
HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common stock commenced trading on approximately December 1, 2006 on the OTC
Bulletin Board and the trading price has fluctuated. In addition to volatility
associated with Bulletin Board securities in general, the value of your
investment could decline due to the impact of any of the following factors upon
the market price of our common stock: (i) disappointing results from our

-17-

discovery or development efforts; (ii) failure to meet our revenue or profit
goals or operating budget; (iii) decline in demand for our common stock; (iv)
downward revisions in securities analysts' estimates or changes in general
market conditions; (v) technological innovations by competitors or in competing
technologies; (vi) lack of funding generated for operations; (vii) investor
perception of our industry or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

ADDITIONAL ISSUANCES OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR
EXISTING STOCKHOLDERS.

Our Articles of Incorporation authorize the issuance of 200,000,000 shares of
common stock. The Board of Directors has the authority to issue additional
shares of our capital stock to provide additional financing in the future and
the issuance of any such shares may result in a reduction of the book value or
market price of the outstanding shares of our common stock. If we do issue any
such additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other stockholders. As a result
of such dilution, if you acquire shares of our common stock, your proportionate
ownership interest and voting power could be decreased. Further, any such
issuances could result in a change of control.

OUR COMMON STOCK IS CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES WHICH
LIMITS THE MARKET FOR OUR COMMON STOCK.

Because our stock is not traded on a stock exchange or on the NASDAQ National
Market or the NASDAQ Small Cap Market, and because the market price of the
common stock has fluctuated and may trade at times at less than $5 per share,
the common stock may be classified as a "penny stock." SEC Rule 15g-9 under the
Exchange Act imposes additional sales practice requirements on broker-dealers
that recommend the purchase or sale of penny stocks to persons other than those
who qualify as an "established customer" or an "accredited investor." This
includes the requirement that a broker-dealer must make a determination that
investments in penny stocks are suitable for the customer and must make special
disclosures to the customers concerning the risk of penny stocks. Many
broker-dealers decline to participate in penny stock transactions because of the
extra requirements imposed on penny stock transactions. Application of the penny
stock rules to our common stock reduces the market liquidity of our shares,
which in turn affects the ability of holders of our common stock to resell the
shares they purchase, and they may not be able to resell at prices at or above
the prices they paid.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO
RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

A decline in the price of our common stock could result in a reduction in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations. Since our operations to date have been principally
financed through the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and our continued

-18-

operations. A reduction in our ability to raise equity capital in the future
would have a material adverse effect upon our business plan and operations,
including our ability to continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

CERTAIN OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES
WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE
WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST CERTAIN OF OUR
DIRECTORS OR OFFICERS.

Certain of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian court predicated upon the
civil liability provisions of the securities laws of the United States.

ITEM 2. DESCRIPTION OF PROPERTIES

We lease our principal office space located at 2533 N. Carson Street, Suite 125,
Carson City, Nevada 89706. The office space is for corporate identification,
mailing, and courier purposes only and costs us approximately $185 monthly. The
office and services related thereto may be cancelled at any time with a thirty
day notice.

ITEM 3. LEGAL PROCEEDINGS

STATEMENT OF CLAIM

On November 6, 2008, we filed a Writ of Summons and Statement of Claim
(collectively, the "Statement of Claim") against St. Elias and John A. Brophy
("Brophy") in the Supreme Court of British Columbia. The Statement of Claim
relates to the Property Option Agreement.

-19-

failure by St. Elias to provide to us all data and information in its possession
or under its control relating to St. Elias' exploration activities on and in the
vicinity of the Vilcoro Properties; and (iii) breach of the Technical Services
Agreement by failure of St. Elias to timely prepare and provide a budget or work
programs or to expeditiously advance the work on the Vilcoro Properties and
diversion by St. Elias of money, time and resources.

On December 23, 2008, a statement of defense was filed by St. Elias and Brophy
denying the majority of the allegations made by us in our Statement of Claim. In
addition, St. Elias and Brophy also filed a counter claim against us for abuse
of process and punitive damages. All allegations by us of St. Elias and Brophy
remain to be proved in court.

PETAQUILLA OPTION AGREEMENT

On February 27, 2007, we received notice pursuant to a news release from
Petaquilla that the board of directors of Petaquilla resolved to rescind the
Petaquilla Option Agreement. We are current in our obligations under the
Petaquilla Option Agreement and dispute the alleged rescission and have advised
Petaquilla that the Option is in good standing.

Therefore, in accordance with the terms and provisions of the Petaquilla Option
Agreement, we filed a notice with the British Columbia International Commercial
Arbitration Centre (the "BCICAC") seeking arbitration. On March 5, 2007, we
filed a Statement of Claim with the BCICAC seeking specific performance of the
Petaquilla Option Agreement and damages. On April 10, 2007, Petaquilla filed a
Statement of Defense.

On March 14, 2008, we entered into the Settlement. Pursuant to the terms and
provisions of the Settlement: (i) Petaquilla shall issue 100,000 shares of its
common stock to us, which shares shall be released from pool in four equal
monthly tranches beginning on the first commercial pour of gold at the Molejon
Gold Mine or December 31, 2008, whichever comes first, and which shares shall be
subject to a two business day right of first refusal for Petaquilla to find a
buyer or five business days if the sale is private; (ii) the 4,000,000 shares of
the restricted common stock previously issued by us to Petaquilla in accordance
with the terms and provisions of the First Option shall be returned to us (which
as of the date of this Annual Report has been returned); and (iii) the $100,000
paid by us on approximately November 17, 2006 in order to exercise the initial
portion of the Option returned to us.

On April 11, 2008, we entered into the Release pursuant to which the terms of
the Settlement were acknowledged. In accordance with the terms and provisions of
the Release, the parties agreed to release each other and their respective
directors, officers, employees, agents and assigns from any and all causes of
action, claims and demands of any nature or kind whatsoever arising up to the
present date relating to the Petaquilla Option Agreement and to any of the
subject matter of the arbitration proceedings. It is anticipated that the
pending arbitration proceedings will be dismissed with the British Columbia
International Commercial Arbitration Center.

-20-

with an estimated fair value of $270,000, as accounts receivable as of May 31,
2008. The total proceeds of $5,810,000 was included in amounts recorded as gain
on settlements during 2008.

CEASE TRADE ORDER OF THE BRITISH COLUMBIA SECURITIES COMMISSION

Our shares of common stock are registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. We, therefore, file annual and other reports
with the Securities and Exchange Commission. On November 29, 2007, we received a
cease trade order (the "CTO") from the British Columbia Securities Commission
(the "BCSC"), which is limited to the Province of British Columbia, for not
filing a technical report under Canadian National Instrument 43-101 STANDARDS OF
DISCLOSURE FOR MINERAL PROJECTS ("NI 43-101") respecting certain previous
disclosure regarding certain of our material property interests. As a
consequence of the CTO, we are now seeking legal advice in connection with this
matter and expect to be in communication with the BCSC promptly in order to
determine the exact manner in which we will be able to satisfy the requirements
of NI 43-101, as required by the parameters as set forth for foreign issuers
under Canadian National Instrument 71-102 CONTINUOUS DISCLOSURE AND OTHER
EXEMPTIONS RELATING TO FOREIGN ISSUERS.

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

During fiscal year ended May 31, 2009, no matters were submitted to our
stockholders for approval.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "GVRS:OB" on approximately December 1, 2006. The market for our common
stock is limited, and can be volatile. The following table sets forth the high
and low bid prices relating to our common stock on a quarterly basis for the
periods indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.

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QUARTER ENDED HIGH BID LOW BID

May 31, 2009 $0.02 $0.02
February 28, 2009 $0.04 $0.03
November 30, 2008 $0.06 $0.06
August 31, 2008 $0.35 $0.35
May 31, 2008 $1.20 $1.20
February 29, 2008 $1.20 $1.15
November 30, 2007 $1.35 $1.26
August 31, 2007 $1.47 $1.40

As of August 31, 2009, we had 22 shareholders of record, which does not include
shareholders whose shares are held in street or nominee names. We believe that
there are approximately 250 beneficial owners of our common stock.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors on our common
stock. Our losses do not currently indicate the ability to pay any cash
dividends, and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity compensation plan, the Geneva Resources 2007 Stock Incentive
Plan (the "2007 Plan"). The table set forth below presents information relating
to our equity compensation plans as of the date of this Annual Report:

EQUITY PLAN COMPENSATION INFORMATION

WEIGHTED-AVERAGE NUMBER OF SECURITIES
NUMBER OF SECURITIES TO EXERCISE PRICE OF REMAINING AVAILABLE FOR
BE ISSUED UPON EXERCISE OUTSTANDING FUTURE ISSUANCE UNDER
OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS EQUITY COMPENSATION PLANS
WARRANTS AND RIGHTS AND RIGHTS (EXCLUDING COLUMN (A))
PLAN CATEGORY (A) (B) (C)

EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS

Not applicable

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS

Stock Options 1,850,000 $ 1.04 3,150,000

Total Options 1,850,000 $ 1.04 3,150,000

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2007 PLAN

On May 9, 2007, our Board of Directors authorized and approved the adoption of
the 2007 Plan effective May 9, 2007, under which an aggregate of 5,000,000 of
our shares may be issued. The purpose of the 2007 Plan is to enhance our
long-term stockholder value by offering opportunities to our directors,
officers, employees and eligible consultants to acquire and maintain stock
ownership in order to give these persons the opportunity to participate in our
growth and success, and to encourage them to remain in our service.

The 2007 Plan is to be administered by our Board of Directors or a committee
appointed by and consisting of one or more members of the Board of Directors,
which shall determine (i) the persons to be granted Stock Options under the 2007
Plan; (ii) the number of shares subject to each option, the exercise price of
each Stock Option; and (iii) whether the Stock Option shall be exercisable at
any time during the option period up to ten (10) years or whether the Stock
Option shall be exercisable in installments or by vesting only. The 2007 Plan
provides authorization to the Board of Directors to grant Stock Options to
purchase a total number of shares of our common stock not to exceed 5,000,000
shares as at the date of adoption by the Board of Directors of the 2007 Plan. At
the time a Stock Option is granted under the 2007 Plan, the Board of Directors
shall fix and determine the exercise price at which shares of our common stock
may be acquired.

In the event an optionee ceases to be employed by or to provide services to us
for reasons other than cause, retirement, disability or death, any Stock Option
that is vested and held by such optionee generally may be exercisable within
three months after the effective date that his position ceases, and after such
three month period any unexercised Stock Option shall expire. In the event an
optionee ceases to be employed by or to provide services to us for reasons of
retirement, disability or death, any Stock Option that is vested and held by
such optionee generally may be exercisable within up to one-year after the
effective date that his position ceases, and after such one-year period any
unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the
optionee, and each Stock Option will be exercisable during the lifetime of the
optionee subject to the option period up to ten (10) years or limitations
described above. Any Stock Option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the Board of Directors may determine.

The exercise price of a Stock Option granted pursuant to the 2007 Plan shall be
paid in full to us by delivery of consideration equal to the product of the
Stock Option in accordance with the requirements of the Nevada Revised Statutes.
Any Stock Option settlement, including payment deferrals or payments deemed made
by way of settlement of pre-existing indebtedness, may be subject to such
conditions, restrictions and contingencies as may be determined.

OTHER AWARDS

The 2007 Plan further provides that, subject to the provisions of the 2007 Plan,
the Board of Directors may grant to any key individuals who are our employees
eligible to receive options one or more incentive stock options to purchase the
number of shares of common stock allotted by the Board of Directors (the
"Incentive Stock Options"). The 2007 Plan further provides that subject to

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provisions of the 2007 Plan, the Board of Directors may grant to any key
individuals who are our employees eligible to receive options restricted or
unrestricted stock awards (collectively, "Stock Awards"), restricted stock units
("Units"), stock appreciation rights ("SARs"), and/or a dividend equivalent
right ("Dividend Right").

During fiscal year ended May 31, 2009, there were no options granted under the
2007 Plan.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended May 31, 2009,
to provide capital, we sold stock in private placement offerings, issued stock
in exchange for our debts or pursuant to contractual agreements as set forth
below.

PRIVATE PLACEMENT OFFERING

During fiscal year ended May 31, 2008, we received an aggregate of $400,000
towards a private placement offering of 400,000 Units at $1.00 per Unit. Each
Unit consists of one common share in our capital stock. The 400,000 shares of
our restricted common stock were issued in reliance upon the transactional
exemption provided by Section 4(2) or Regulation S under the Securities Act of
1933, as amended (the "Securities Act"). The investor understood the economic
risk of an investment in the securities, and that the investor had the
opportunity to ask questions of and receive answers from our management
concerning any and all matters related to acquisition of the securities. No
underwriter was involved in the transaction.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial information is qualified by reference to, and
should be read in conjunction with our financial statements and the notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operation" contained elsewhere herein. The selected income statement
data for fiscal years ended May 31, 2009 and May 31, 2008 and the selected
balance sheet data as of May 31, 2009 and May 31, 2008 are derived from our
audited consolidated financial statements which are included elsewhere herein.

-24-

FOR THE PERIOD
FISCAL YEARS ENDED FROM APRIL 5, 2004
MAY 31, 2009 AND (INCEPTION) TO
MAY 31, 2008 MAY 31, 2009
____________________________ __________________
STATEMENT OF
OPERATIONS DATA

REVENUES $ -0- $ -0- $ 46,974

DIRECT COSTS -0- -0- 56,481

GROSS MARGIN (LOSS) -0- -0- (9,507)

GENERAL AND
ADMINISTRATIVE EXPENSES

Office and general $ 16,770 $ 58,506 $ 143,695
Consulting fees 178,907 140,000 696,934
Marketing expenses -0- 18,495 894,738
Management fees - 475,500 1,241,406
Mineral property 90,000 550,452 8,258,312
expenditures
Professional fees 276,891 383,585 957,614

NET OPERATING LOSS (562,568) (1,626,538) (12,202,206)

OTHER INCOME (EXPENSES) (130,297) 5,513,072 5,371,385

NET INCOME (LOSS) FOR (692,865) 3,886,534 (6,830,821)
THE PERIOD

COMPREHENSIVE INCOME (215,000) -0- (215,000)
(LOSS)

COMPREHENSIVE INCOME $ (907,865) $ 3,886,534 $ (7,045,821)
(LOSS) FOR THE PERIOD

BALANCE SHEET DATA

TOTAL ASSETS $ 222,085 $ 444,366

TOTAL LIABILITIES 2,203,490 1,517,906

STOCKHOLDERS EQUITY
(DEFICIT) $(1,981,405) $(1,073,540)

-25-

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (April 5, 2004) to fiscal year ended May 31, 2009,
including the notes to those financial statements which are included in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

We are an exploration stage company and have generated limited revenue to date.
The above table sets forth selected financial information for the periods
indicated. We have incurred recurring losses to date. Our financial statements
have been prepared assuming that we will continue as a going concern and,
accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

RESULTS OF OPERATION

Our comprehensive loss during fiscal year ended May 31, 2009 was approximately
($907,865) compared to comprehensive income of $3,886,534 for fiscal year ended
May 31, 2008 (a decrease in comprehensive income of $2,978,669). During fiscal
years ended May 31, 2009 and May 31, 2008, respectively, we did not generate any
revenue.

During fiscal year ended May 31, 2009, we incurred general and administrative
expenses in the aggregate amount of $562,568 compared to $1,626,538 incurred
during fiscal year ended May 31, 2008 (a decrease of $1,063,970). The operating
expenses incurred during fiscal year ended May 31, 2009 consisted of: (i) office
and general of $16,770 (2008: $58,506); (ii) consulting fees of $178,907 (2008:
$140,000); (iii) marketing expenses of $-0- (2008: $18,495); (iv) management
fees $-0- (2008: $475,500); (v) mineral property expenditures of $90,000 (2008:

-26-

$550,452); and (vi) professional fees of $276,891 (2008: $383,585). The decrease
in expenses incurred during fiscal year ended May 31, 2009 compared to fiscal
year ended May 31, 2008 resulted primarily from a decrease in management fees
and a decrease in mineral property expenditures based upon the current status of
the scale and scope of exploratory and acquisition programs. General and
administrative expenses generally include corporate overhead, financial and
administrative contracted services, marketing and consulting costs.

This resulted in a net operating loss of ($562,568) during fiscal year ended May
31, 2009 compared to a net operating loss of ($1,626,538) during fiscal year
ended May 31, 2008.

During fiscal year ended May 31, 2009, we recorded total other expense in the
amount of ($160,297) relating to interest expense and other income of a $30,000
gain on extinguishment of accrued liability compared to total other income
recorded during fiscal year ended May 31, 2008 consisting of $5,590,784 in net
gain on settlement and ($77,712) in interest expense.

During fiscal year ended May 31, 2009, we also recorded a comprehensive loss of
($215,000) relating to the change in market value of available for sale
securities consisting of the Petaquilla shares of common stock compared to $-0-
during fiscal year ended May 31, 2008.

This resulted in comprehensive loss for fiscal year ended May 31, 2009 of
($907,865) compared to comprehensive income for fiscal year ended May 31, 2008
of $3,886,534.

The decrease in comprehensive income (loss) during fiscal year ended May 31,
2009 compared to fiscal year ended May 31, 2008 is attributable primarily to the
recording of the $5,590,784 during fiscal year ended May 31, 2008 relating to
net gain on settlement. This resulted from the $100,000 received and the return
of the 4,000,000 restricted shares of our common stock with a estimated fair
value of $5,440,000. In addition, the Company recorded the 100,000 common shares
of Petaquilla, with an estimated fair value of $270,000, as accounts receivable
as of May 31, 2008. The total proceeds of $5,810,000 was included in amounts
recorded as gain on settlements during fiscal year ended May 31, 2008.

The basic weighted average number of shares outstanding was 38,428,369 at May
31, 2009 compared to 40,377,652 at May 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2009

Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.

-27-

As at May 31, 2009, our current assets were $57,075 and our current liabilities
were $2,203,490, resulting in a working capital deficit of $2,146,415. As at May
31, 2009, our total assets were $222,085 compared to total assets of $444,366 as
at May 31, 2008. Total assets as at fiscal year ended May 31, 2009 consisted of:
(i) $2,075 in cash; (ii) $55,000 in available for sale securities and (ii)
$165,010 in deposit on property. As at May 31, 2009, our current liabilities
were $2,203,490 compared to current liabilities of $1,517,906 as at May 31,
2008. Our current liabilities consisted of: (i) $215,591 in accounts payable and
accrued liabilities; and (ii) $1,987,899 in shareholder's loan and accrued
interest. The increase in current liabilities was primarily due to the increase
in shareholder's loan and accrued loan interest relating to the scale and scope
of business activity.

Stockholders' deficit increased from ($1,073,540) as at May 31, 2008 to
($1,981,405) as at May 31, 2009.

We have not generated positive cash flows from operating activities. For fiscal
year ended May 31, 2009, net cash flow used in operating activities was
($547,281) compared to net cash flow used in operating activities of
($1,191,393) for fiscal year ended May 31, 2008. Net cash flow used in operating
activities during fiscal year ended May 31, 2009 consisted primarily of a net
loss of ($692,865) adjusted by ($30,000) in recovery of non-cash management
fees. Net cash flow used in operating activities was further changed by $15,287
in accounts payable and accrued liabilities and $160,297 in accrued interest on
shareholder's loan.

During fiscal year ended May 31, 2009, net cash flow provided by financing
activities was $540,000 compared to net cash flow from financing activities of
$1,195,000 for fiscal year ended May 31, 2008. Net cash flow provided from
financing activities during fiscal year ended May 31, 2009 pertained primarily
to $540,000 received as proceeds from shareholder advances.

OPERATION AND FUNDING

Existing working capital, further advances and possible debt instruments,
anticipated warrant exercises, further private placements, and anticipated cash
flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt securities. In connection with our business
plan, management anticipates that administrative expenses will decrease as a
percentage of revenue as our revenue increases over the next twelve months.

Additional issuances of equity or convertible debt securities will result in
dilution to our current shareholders. Further, such securities might have
rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.

During fiscal year ended May 31, 2008, we received $400,000 towards a planned
private placement of units to be offered at $1.00 per unit. Each unit was to
consist of one share of our restricted common stock and one warrant to acquire
an additional share of common stock at an exercise price of $1.50 for twelve

-28-

months (the "Units(s)"). During February 2008, we revised the terms of the
private placement of Units, which are now to be offered at $1.00 per unit
consisting of one share of restricted common stock. The private placement
offering is under Regulation S of the Securities Act.

MATERIAL COMMITMENTS

As of the date of this Report and other than as disclosed below, we do not have
any material commitments for fiscal year 2008/2009.

SHAREHOLDER LOAN

On November 14, 2006, one of our shareholders advanced to Petaquilla an
aggregate of $100,000 on our behalf. Additional advances of $303,500 and
$795,000 were received during fiscal years ended May 31, 2007 and May 31, 2008,
respectively. During fiscal year ended May 31, 2009, an additional $540,000 was
advanced by the same shareholder under the same terms and conditions. These
amounts are unsecured, accrue interest at 10% per annum and have no established
terms of repayment. As at May 31, 2009, we owe an aggregate of $1,987,899 in
principal and accrued interest.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our May 31, 2009 and May 31, 2008
financial statements contains an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 168, THE FASB ACCOUNTING STANDARDS
CODIFICATION AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES--A
REPLACEMENT OF FASB STATEMENT NO. 162 ("SFAS 168"). SFAS 168 replaces SFAS No.
162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, and establishes
the FASB Accounting Standards Codification ("Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by

-29-

nongovernmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. The issuance of SFAS
168 and the Codification does not change GAAP. SFAS 168 becomes effective for
interim and annual periods ending after September 15, 2009. Management does not
expect the adoption of SFAS 168 to have a material impact on our financial
position, cash flows and results of operations

In June 2009, the FASB issued SFAS No. 167, AMENDMENTS TO FASB INTERPRETATION
NO. 46(R), ("SFAS 167"). The amendments include: (1) the elimination of the
exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company
does not expect that the adoption of SFAS 167 will have a material impact on the
financial statements.

In June 2009, the FASB issued SFAS No. 166, ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS, AN AMENDMENT TO SFAS NO. 140, ("SFAS 166"). SFAS 166
eliminates the concept of a "qualifying special-purpose entity," changes the
requirements for derecognizing financial assets, and requires additional
disclosures in order to enhance information reported to users of financial
statements by providing greater transparency about transfers of financial
assets, including securitization transactions, and an entity's continuing
involvement in and exposure to the risks related to transferred financial
assets. SFAS 166 is effective for fiscal years beginning after November 15,
2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not
expect that the adoption of SFAS 166 will have a material impact on the
financial statements.

In June 2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS, ("SFAS No. 165").
SFAS 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. SFAS 165 applies to both interim
financial statements and annual financial statements. SFAS 165 is effective for
interim or annual financial periods ending after June 15, 2009. SFAS 165 does
not have a material impact on our financial statements.

In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCIAL GUARANTEE
INSURANCE CONTRACTS ("SFAS 163"). SFAS 163 clarifies how SFAS 60, ACCOUNTING AND
REPORTING BY INSURANCE ENTERPRISES applies to financial guarantee insurance
contracts issued by insurance enterprises, including the recognition and
measurement of premium revenue and claim liabilities. It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for our interim period commencing June 1, 2009, except for disclosures about an
insurance enterprise's risk-management activities, which were effective for our
interim period commencing June 1, 2008. Management does not expect the adoption
of SFAS 163 to have a material impact on our financial position, cash flows and
results of operations.

-30-

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and will be adopted by us beginning in the
first quarter of fiscal 2010. Management has not determined the effect that
adopting this statement would have on our financial position, cash flows or
results of operations.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests and will
be recharacterized as noncontrolling interests and classified as a component of
equity within the consolidated balance sheets. SFAS No. 160 is effective as of
the beginning of an entity's first fiscal year beginning on or after December
15, 2008. Earlier adoption is prohibited. Management has not determined the
effect that adopting this statement would have on our financial position, cash
flows or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by us prior to June 1, 2009
will be recorded and disclosed following existing GAAP. Management has not
determined the effect that adopting this statement would have on our financial
position, cash flows or results of operations.

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of our first fiscal year that begins after November 15,
2007, although earlier adoption is permitted. We have determined that the
adoption of SFAS No. 159 during the year did not have any material impact on our
financial position, cash flows or results of operations.

-31-

In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for us is the fiscal year beginning
June 1, 2008. We have determined that the adoption of SFAS No. 157 during the
year did not have any material impact on our financial position, cash flows or
results of operations as our available for sale securities would otherwise have
been carried at fair value in accordance with SFAS No. 115, ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES.

The following disclosures are required by SFAS No. 157 in connection with assets
and liabilities whose carrying amounts are subject to fair value measures:

Fair Value Measurements at May 31, 2009
______________________________________________________________

Quoted Prices in Significant Other Significant Other
Active Market Observable Inputs Unobservable Inputs
May 31, 2009 (Level 1) (Level 2) (Level 3)
______________________________________________________________________________________________________

Available for sale
securities $ 55,000 $ 55,000 $ - $ -
______________________________________________________________________________________________________

Total $ 55,000 $ 55,000 $ - $ -
======================================================================================================

In connection with our available for sale securities, to May 31, 2009, no
realized or unrealized gains and losses have been recorded in operations and all
unrealized gains and losses have been recorded as components of accumulated
other comprehensive income (loss).

In April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the Useful
Life of Intangible Assets" ("FSP FAS 142-3"). In determining the useful life of
intangible assets, FSP FAS 142-3 removes the requirement to consider whether an
intangible asset can be renewed without substantial cost of material
modifications to the existing terms and conditions and, instead, requires an
entity to consider its own historical experience in renewing similar
arrangements. FSP FAS 142-3 also requires expanded disclosure related to the
determination of intangible asset useful lives. FSP FAS 142-3 is effective for
financial statements issued for fiscal years beginning after December 15, 2008.
Management has not determined the effect that adopting this statement would have
on our financial position, cash flows or results of operations.

In May 2008, the FASB issued FSP Accounting Principles Board Opinion No. 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)" ("FSP 14-1"). FSP 14-1 requires

-32-

issuers of convertible debt instruments that may be settled in cash to
separately account for the liability and equity components in a manner that will
reflect the entity's nonconvertible debt borrowing rate when interest cost is
recognized in periods subsequent to adoption. Upon adoption of FSP 14-1, we will
allocate a portion of the proceeds received from the issuance of convertible
notes between a liability and equity component by determining the fair value of
the liability component using our non-convertible debt borrowing rate. The
difference between the proceeds of the notes and the fair value of the liability
component will be recorded as a discount on the debt with a corresponding offset
to paid-in-capital. The resulting discount will be accreted by recording
additional non-cash interest expense over the expected life of the convertible
notes using the effective interest rate method. The provisions of FSP 14-1 are
to be applied retrospectively to all periods presented upon adoption and are
effective for fiscal years beginning after December 15, 2008 and interim periods
within those fiscal years. Management has not determined the effect that
adopting this statement would have on our financial position, cash flows or
results of operations.

-33-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

MAY 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

-34-

DeJoya Griffith & Company, LLC
__________________________________________

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
Geneva Resources, Inc.
Carson City, Nevada

We have audited the accompanying balance sheets of Geneva Resources, Inc. (An
Exploration Stage Company) as of May 31, 2009 and 2008, and the related
statements of operations, stockholders' deficit, and cash flows for the years
then ended and from inception (April 5, 2004) to May 31, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Geneva Resources, Inc. (An
Exploration Stage Company) as of May 31, 2009 and 2008, and the results of their
operations and cash flows for the years then ended and from inception (April 5,
2004) to May 31, 2009 in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

DE JOYA GRIFFITH & COMPANY, LLC

/s/ DE JOYA GRIFFITH & COMPANY, LLC
_______________________________
DeJoya Griffith & Company, LLC

Henderson, Nevada
August 26, 2009

________________________________________________________________________________

2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 563-1600 * Facsimile (702) 920-8049

-35-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

May 31, 2009 May 31, 2008
(Audited) (Audited)
_______________________________________________________________________________

ASSETS
CURRENT ASSETS
Cash $ 2,075 $ 9,356
Available for sale securities (Note 3 (b)) 55,000 -
Other receivable - 270,000
_______________________________________________________________________________

TOTAL CURRENT ASSETS 57,075 279,356

Deposit on property 165,010 165,010
_______________________________________________________________________________

TOTAL ASSETS $ 222,085 $ 444,366

===============================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 215,591 $ 230,304
Shareholder's loan and accrued interest
(Note 7) 1,987,899 1,287,602
_______________________________________________________________________________

TOTAL CURRENT LIABILITIES 2,203,490 1,517,906

TOTAL LIABILITIES 2,203,490 1,517,906
_______________________________________________________________________________

GOING CONCERN CONTINGENCY AND COMMITMENTS
(Notes 1 and 8)

STOCKHOLDERS' DEFICIT
Capital stock (Note 4)
Authorized
200,000,000 shares of common stock,
$0.001 par value,
Issued and outstanding
38,536,862 shares of common stock
(May 31, 2008 -38,136,862) 38,537 38,137
Additional paid-in capital 5,025,879 4,626,279
Private placement subscriptions - 400,000
Accumulated other comprehensive loss (215,000) -
Deficit accumulated during the exploration
stage (6,830,821) (6,137,956)
_______________________________________________________________________________

TOTAL STOCKHOLDERS' DEFICIT (1,981,405) (1,073,540)
_______________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 222,085 $ 444,366

===============================================================================

The accompanying notes are an integral part of these financial statements

-36-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

April 5, 2004
Year ended Year ended (inception) to
May 31, 2009 May 31, 2008 May 31, 2009
____________________________________________________________________________________________________

REVENUE $ - $ - $ 46,974
____________________________________________________________________________________________________

DIRECT COSTS - - 56,481
____________________________________________________________________________________________________

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

GENERAL AND ADMINISTRATIVE EXPENSES
Office and general 16,770 58,506 143,695
Consulting fees 178,907 140,000 696,934
Marketing expenses - 18,495 894,738
Management fees - 475,500 1,241,406
Mineral property expenditures (Note 3) 90,000 550,452 8,258,312
Professional fees 276,891 383,585 957,614
____________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATION EXPENSES (562,568) (1,626,538) (12,192,699)
____________________________________________________________________________________________________

NET OPERATING LOSS (562,568) (1,626,538) (12,202,206)
____________________________________________________________________________________________________

OTHER INCOME (EXPENSES)
Gain on extinguishment of accrued
liability (Note 9) 30,000 - 30,000
Net gain on settlements - 5,590,784 5,590,784
Interest expense (160,297) (77,712) (249,399)
____________________________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSE) (130,297) 5,513,072 5,371,385
____________________________________________________________________________________________________

NET INCOME (LOSS) (692,865) 3,886,534 (6,830,821)
____________________________________________________________________________________________________

COMPREHENSIVE LOSS
Change in market value of available
for sale securities (215,000) - (215,000)
____________________________________________________________________________________________________

COMPREHENSIVE LOSS $ (907,865) $ 3,886,534 $ (7,045,821)
====================================================================================================

INCOME (LOSS) PER COMMON SHARE - BASIC $ (0.02) $ 0.10
================================================================================

INCOME (LOSS) PER COMMON SHARE - DILUTED $ (0.02) $ 0.10
================================================================================

COMPREHENSIVE LOSS PER COMMON SHARE -
BASIC $ (0.01) $ 0.10
================================================================================

COMPREHENSIVE LOSS PER COMMON SHARE -
DILUTED $ (0.01) $ 0.10
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC 38,428,369 40,377,652
================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - DILUTED 38,428,369 40,798,515
================================================================================

The accompanying notes are an integral part of these financial statements

-37-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM APRIL 5, 2004 (INCEPTION) TO MAY 31, 2009

Deficit
Common Stock Accumulated Accumulated
_____________________ Additional Private Other During the
Number of Amount Paid-in Placement Comprehensive Development
shares Capital Subscriptions loss Stage Total
________________________________________________________________________________________________________________________________

Shares issued for cash - at
$0.0004 per share, April 5,
2004 23,100,000 $ 138 $ 9,029 $ - $ - $ - $ 9,167
Net loss for the period - - - - - (5,427) (5,427)
________________________________________________________________________________________________________________________________

Balance, May 31, 2004 23,100,000 138 9,029 - - (5,427) 3,740
Shares issued for cash -
at $0.00238 per share,
November 30, 2004 27,300,000 162 64,838 - - - 65,000
Net loss for the period - - - - - (66,246) (66,246)
________________________________________________________________________________________________________________________________

Balance, May 31, 2005 50,400,000 300 73,867 - - (71,673) 2,494
Shares issued for cash -
at $0.00595 per share,
December 8, 2005 16,800,000 100 99,900 - - - 100,000
Reclassification for stock
split - May 1, 2006 (Note 4) - 16,400 (16,400) - - - -
Net loss for the period - - - - - (65,081) (65,081)
________________________________________________________________________________________________________________________________

Balance, May 31, 2006 67,200,000 16,800 157,367 - - (136,754) 37,413
Shares returned to treasury -
September 27, 2006 (30,000,000) - - - - - -
Reclassification for stock
split, - December 1, 2006
(Note 4) - 20,400 (20,400) - - - -
Shares issued for Property
Option Agreement - December
1, 2006 (Note 3 & 4) 4,000,000 4,000 7,396,000 - - - 7,400,000
Stock based compensation
(Note 5) - - 965,671 - - - 965,671
Net loss for the period - - - - - (9,887,736) (9,887,736)
________________________________________________________________________________________________________________________________

Balance, May 31, 2007 41,200,000 41,200 8,498,638 - - (10,024,490) (1,484,652)
Shares issued for Property
Option Agreements - October
15, 2007 and January 31,
2008 (Note 3 & 4) 60,000 60 79,940 - - - 80,000
Subscription proceeds received
(Note 4) - - - 400,000 - - 400,000
Shares returned pursuant to
Petaquilla settlement -
March 14, 2008 (Note 3 & 4) (4,000,000) (4,000) (5,436,000) - - - (5,440,000)
Shares issued for debt
settlement - at $1.00 per
share, May 29, 2008 (Note 4) 876,862 877 1,095,201 - - - 1,096,078
Stock based compensation
(Note 5) - - 388,500 - - - 388,500
Net income for the period - - - - - 3,886,534 3,886,534
________________________________________________________________________________________________________________________________

Balance, May 31, 2008 38,136,862 $38,137 $4,626,279 $ 400,000 $ - $(6,137,956) $(1,073,540)
________________________________________________________________________________________________________________________________

Shares issued for cash at $1.00
per share
- September 9, 2008 400,000 400 399,600 (400,000) - - -
Unrealized loss on marketable
securities - - - - (215,000) (215,000)
Net loss - - - - - (692,865) (692,865)
________________________________________________________________________________________________________________________________

Balance, May 31, 2009 (audited) 38,536,862 $38,537 $5,025,879 $ - $(215,000) $(6,830,821) $(1,981,405)
================================================================================================================================

The accompanying notes are an integral part of these financial statements

-38-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

April 5, 2004
Year ended Year ended (inception) to
May 31, 2009 May 31, 2008 May 31, 2009
_____________________________________________________________________________________________

CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) for the
period $ (692,865) $ 3,886,534 $ (6,830,821)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Non-cash mineral
property
expenditures
(recoveries) - 15,000 7,415,000
Non-cash net gain on
settlement - (5,490,784) (5,490,784)
Non-cash gain on
extinguishment of
accrued liability (30,000) (30,000)
Stock-based compensation - 388,500 1,354,171
Changes in operating assets
and liabilities:
Increase in deposits - (100,010) (100,010)
Accrued interest on
shareholder's loan 160,297 77,712 249,399
Due to related parties - 69,000 116,500
Accounts payable and
accrued liabilities 15,287 (37,345) 1,005,953
_____________________________________________________________________________________________

NET CASH USED IN OPERATING
ACTIVITIES (547,281) (1,191,393) (2,310,592)
_____________________________________________________________________________________________

CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds on sale and
subscriptions of common
stock - 400,000 574,167
Proceeds from shareholder
advances 540,000 795,000 1,738,500
_____________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING
ACTIVITIES 540,000 1,195,000 2,312,667
_____________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH (7,281) 3,607 2,075

CASH, BEGINNING 9,356 5,749 -
_____________________________________________________________________________________________

CASH, ENDING $ 2,075 $ 9,356 $ 2,075
=============================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

Cash paid during the period for:
Interest $ - $ - $ -
=============================================================================================

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

Shares issued for settlement of
liability $ - $ 1,096,078 $ 1,096,078
=============================================================================================

Shares issued as deposit on option
to purchase in mineral
properties $ - $ 65,000 $ 65,000
=============================================================================================

Other receivable due (received)
in shares $ (270,000) $ 270,000 $ -
=============================================================================================

The accompanying notes are an integral part of these financial statements

-39-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

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

During 2007, the Company entered the business of exploration of precious metals
with a focus on the exploration and development of gold deposits in North
America and Internationally. During this period the Company entered into Option
Agreements to obtain mineral leases in Canada, Panama, Peru and Nigeria.

The Company has a fiscal year of May 31. On May 5, 2006, the Company completed a
forward stock split by the issuance of 42 new shares for each 1 outstanding
share of the Company's common stock. On October 13, 2006, the Company completed
a forward stock split by the issuance of 4 new shares for each 1 outstanding
share of the Company's stock.

GOING CONCERN

To date the Company has generated minimal revenues from its business operations
and has incurred operating losses since inception of $6,830,821. As at May 31,
2009, the Company has a working capital deficit of $2,146,415. The Company
requires additional funding to meet its ongoing obligations and to fund
anticipated operating losses. The ability of the Company to continue as a going
concern is dependant on raising capital to fund its initial business plan and
ultimately to attain profitable operations. Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going concern.
The Company intends to continue to fund its mineral exploration business by way
of private placements and advances from related parties as may be required.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

RECLASSIFICATION- DUE TO RELATED PARTY

Certain reclassifications have been made in the prior year's financial
statements.

During 2008, the Company had accrued and unpaid an amount $30,000 payable to a
former director. During the current year, the Company recorded this as an
extinguishment of accrued liabilities.

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the period. Accordingly, actual results
could differ from those estimates.

MINERAL PROPERTY EXPENDITURES

The Company is primarily engaged in the acquisition, exploration and development
of mineral properties.

Mineral property acquisition costs are capitalized in accordance with EITF 04-2
when management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria for capitalization are not met. In the event that mineral property

-40-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

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

acquisition costs are paid with Company shares, those shares are recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs are expensed as incurred.

When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves and
pre-feasibility, the costs incurred to develop such property are capitalized.

Estimated future removal and site restoration costs, when determinable are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards. Any charge is included
in exploration expense or the provision for depletion and depreciation during
the period and the actual restoration expenditures are charged to the
accumulated provision amounts as incurred.

As of the date of these financial statements, the Company has incurred only
property option payments and exploration costs which have been expensed.

To date the Company has not established any proven or probable reserves on its
mineral properties.

ASSET RETIREMENT OBLIGATIONS

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale, abandonment
or other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Company's financial position
or results of operations. As of May 31, 2009, any potential costs relating to
the ultimate disposition of the Company's mineral property interests are not yet
determinable.

INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at May 31, 2009, the Company had net operating loss
carryforwards, however, due to the uncertainty of realization, the Company has
provided a full valuation allowance for the deferred tax assets resulting from
these loss carryforwards. Deferred income taxes are reported for timing
differences between items of income or expense reported in the financial
statements and those reported for income tax purposes in accordance with SFAS
No. 109, "Accounting for Income Taxes," which requires the use of the
asset/liability method of accounting for income taxes. Deferred income taxes and
tax benefits are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and for tax loss and credit
carry-forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary differences and carry-forwards when realization is more likely than
not.

AVAILABLE FOR SALE SECURITIES

The Company holdings in marketable securities classified as available-for-sale
are carried at fair value. The carrying value of marketable securities is
reviewed each reporting period for declines in value that are considered to be
other-than temporary and, if appropriate, the investments are written down to
their estimated fair value. Realized gains and losses and declines in value
judged to be other-than-temporary on available for sale securities are included
in the Company's statements of operations. Unrealized gains and unrealized
losses deemed temporary are included in accumulated other comprehensive income
(loss).

-41-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

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

NET INCOME (LOSS) PER SHARE

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

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the period.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations. To May 31, 2009, the Company
has not recorded any translation adjustments into stockholders' equity.

STOCK-BASED COMPENSATION

On June 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R), SHARE-BASED
PAYMENT, ("SFAS 123(R)"). The Company adopted SFAS 123(R) using the
modified-prospective-transition method. Under this method, compensation cost
recognized for the year ended May 31, 2007 includes: a) compensation cost for
all share-based payments granted prior to, but not yet vested as of May 31,
2006, based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123, and b) compensation cost for all share-based
payments granted subsequent to May 31, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS 123(R). In addition,
deferred stock compensation related to non-vested options is required to be
eliminated against additional paid-in capital upon adoption of SFAS 123(R). The
results for the prior periods were not restated.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No.
123(R) and the conclusions reached by the Emerging Issues Task Force ("EITF") in
Issue No. 96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles--a
replacement of FASB Statement No. 162" ("SFAS 168"). SFAS 168 replaces SFAS No.
162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, and establishes
the FASB Accounting Standards Codification ("Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. The issuance of SFAS
168 and the Codification does not change GAAP. SFAS 168 becomes effective for
interim and annual periods ending after September 15, 2009. Management does not
expect the adoption of SFAS 168 to have a material impact on the Company's
financial position, cash flows and results of operations.

-42-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)," ("SFAS 167"). The amendments include: (1) the elimination of the
exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company
does not expect that the adoption of SFAS 167 will have a material impact on the
financial statements.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets, an amendment to SFAS No. 140," ("SFAS 166"). SFAS 166
eliminates the concept of a "qualifying special-purpose entity," changes the
requirements for derecognizing financial assets, and requires additional
disclosures in order to enhance information reported to users of financial
statements by providing greater transparency about transfers of financial
assets, including securitization transactions, and an entity's continuing
involvement in and exposure to the risks related to transferred financial
assets. SFAS 166 is effective for fiscal years beginning after November 15,
2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not
expect that the adoption of SFAS 166 will have a material impact on the
financial statements.

In June 2009, the FASB issued SFAS No. 165, "Subsequent Events," ("SFAS No.
165"). SFAS 165 establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. SFAS 165 applies to both
interim financial statements and annual financial statements. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
SFAS 165 does not have a material impact on our financial statements.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts" ("SFAS 163"). SFAS 163 clarifies how SFAS 60, ACCOUNTING
AND REPORTING BY INSURANCE ENTERPRISES applies to financial guarantee insurance
contracts issued by insurance enterprises, including the recognition and
measurement of premium revenue and claim liabilities. It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for the Company's interim period commencing June 1, 2009, except for disclosures
about an insurance enterprise's risk-management activities, which were effective
for the Company's interim period commencing June 1, 2008. Management does not
expect the adoption of SFAS 163 to have a material impact on the Company's
financial position, cash flows and results of operations.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and will be adopted by the Company beginning
in the first quarter of fiscal 2010. Management has not determined the effect
that adopting this statement would have on the Company's financial position,
cash flows or results of operations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"),
which will change the accounting and reporting for minority interests and will
be recharacterized as noncontrolling interests and classified as a component of
equity within the consolidated balance sheets. SFAS No. 160 is effective as of
the beginning of an entity's first fiscal year beginning on or after December
15, 2008. Earlier adoption is prohibited. Management has not determined the
effect that adopting this statement would have on the Company's financial
position, cash flows or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business
Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a

-43-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to June 1,
2009 will be recorded and disclosed following existing GAAP. Management has not
determined the effect that adopting this statement would have on the Company's
financial position, cash flows or results of operations.

In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157"). This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company is the fiscal year
beginning June 1, 2008. The Company has determined that the adoption of SFAS No.
157 during the year did not have any material impact on the Company's financial
position, cash flows or results of operations as the Company's available for
sale securities would otherwise have been carried at fair value in accordance
with SFAS No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES.

The following disclosures are required by SFAS No. 157 in connection with assets
and liabilities whose carrying amounts are subject to fair value measures:

Fair Value Measurements at May 31, 2009
______________________________________________________________
Quoted Prices in Significant Other Significant Other
Active Market Observable Inputs Unobservable Inputs
May 31, 2009 (Level 1) (Level 2) (Level 3)
______________________________________________________________________________________________________

Available for sale
securities $ 55,000 $ 55,000 $ - $ -
______________________________________________________________________________________________________

Total $ 55,000 $ 55,000 $ - $ -
======================================================================================================

In connection with the Company's available for sale securities, to May 31, 2009,
no realized or unrealized gains and losses have been recorded in operations and
all unrealized gains and losses have been recorded as components of accumulated
other comprehensive income (loss).

NOTE 3 -MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY

On February 23, 2007, the Company entered into a Property Option Agreement with
St. Elias Mines Ltd., ("St. Elias") a publicly traded company on the TSX-V
exchange, to acquire not less than an undivided 66% legal, beneficial and
registerable interest in certain mining leases in Peru comprised of
approximately 600 hectares in Peru.

On December 1, 2007, the Company entered into an extension agreement with St.
Elias (the "December Extension Agreement"). The December Extension Agreement (i)
acknowledges that in accordance with the terms and provisions of the Property
Option Agreement, the Company must incur and pay exploration expenditures of not
less than $500,000 prior to January 17, 2008, and (ii) provides an extension
until March 31, 2008 to incur and pay such Exploration Expenditures. On June 4,
2008, an indefinite extension was granted by St. Elias to pay such Exploration
Expenditures, based on the Operator's work on schedule.

Under the terms of the Property Option Agreement, and in order to exercise its
Option to acquire the properties, the Company is required to make the following
non-refundable cash payments to St. Elias totaling $350,000 in the following
manner:

-44-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(A) VILCORO GOLD PROPERTY (CONTINUED)

1. Payment of $50,000 in cash (paid).
2. The second payment of $100,000 cash and 50,000 shares of the Company's
common stock are due on or before the twelve-month anniversary of the
signing of the Property Option Agreement (paid).
3. The third payment of $200,000 cash is due on or before the
twenty-fourth-month anniversary of the signing of the Property Option
Agreement.

The Company is also required to incur costs totaling $2,500,000 as follows:

1. expenditures of $500,000 are to be incurred on or before the twelve
month anniversary (subsequently indefinitely extended as described
above) of the signing of the Property Option Agreement. ($551,000 was
incurred from the inception of the agreement through May 31, 2009)
2. expenditures of $750,000 are to be incurred on or before the
twenty-fourth-month anniversary of the signing of the Property Option
Agreement; and
3. expenditures of $1,250,000 are to be incurred on or before the
thirty-sixth-month anniversary of the signing of the Property Option
Agreement.

Also under the terms of the Property Option Agreement, St. Elias will be the
operator of the properties and will receive an 8% operator fee on all
exploration expenditures. Once the Company exercises the Option, the Company
agrees to pay 100% of all ongoing exploration, development and production costs
until commercial production and the Company has the right to receive 100% of any
cash flow from commercial production of the properties until it has recouped its
production costs, after which the cash flow will be allocated 66% to the Company
and 34% to St. Elias.

On November 10, 2008, the Company commenced legal proceedings in the Supreme
Court of British Columbia, Canada against each of St. Elias and John Brophy P.
Geol. The Company is seeking rescission of the property option agreement and the
return of all funds and shares advanced by the Company to St. Elias. The Company
alleges that St. Elias failed to properly discharge its duty as an operator of
the Vilcoro Property and also alleges that each of St. Elias and John Brophy
failed to provide the Company complete and accurate information relating to the
ownership of the Vilcoro Property and to the ownership of the adjacent property,
including failing to disclose that John Brophy and his wife had an interest in
the Vilcoro Property and the adjacent property. The Company also has alleged
that St. Elias used some of the exploration funds provided by the Company to
fund the exploration of the adjoining property.

A statement of Defense was filed by St. Elias and John Brophy on December 23,
2008, denying the majority of the allegations made by Geneva Resources. In
addition St. Elias and John Brophy also filed a counter claim against Geneva for
abuse of process and punitive damages. All allegations of Geneva, St. Elias and
John Brophy remain to be proved in Court.

During the period, the Company recorded a mineral property recovery of $50,000
in connection with the return of funds originally paid into trust to fund
exploration activities.

(B) SAN JUAN PROPERTY

On November 16, 2006, the Company entered into a Property Option Agreement with
Petaquilla Minerals Ltd ("Petaquilla"). Petaquilla therein granted the Company
the sole and exclusive option to acquire up to a 70% undivided interest in and
to five exploration concessions situated in the Republic of Panama owned and
controlled by Petaquilla's wholly-owned subsidiary.

During 2007, certain disputes arose between the Company and Petaquilla which
were resolved during 2008 by way of a settlement agreement (the "Settlement"),
mutual release and the ultimate termination of the original option agreement.
Pursuant to the terms of the Settlement: (i) Petaquilla shall issue 100,000
shares of its common stock to the Company, subject to pooling and release in
four equal monthly tranches commencing no later than December 31, 2008 and
certain other conditions, (ii) the 4,000,000 shares of the restricted common
stock previously issued by the Company to Petaquilla shall be returned to the
Company; and (iii) the $100,000 previously paid by the Company in order to
exercise the initial portion of the Option shall be returned to the Company.

-45-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 3 -MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(B) SAN JUAN PROPERTY (CONTINUED)

As of May 31, 2008, the Company had received $100,000 and the return of the
4,000,000 restricted shares of the Company's common stock with an estimated fair
value of $5,440,000. In addition, the Company recorded the 100,000 common shares
of Petaquilla, with an estimated fair value of $270,000, as accounts receivable
as of May 31, 2008. The total proceeds of $5,810,000 was included in amounts
recorded as gain on settlements during 2008.

During the year the Company received the 100,000 common shares receivable from
Petaquilla, previously valued at $270,000. The 100,000 shares received had an
estimated fair value of $55,000 ($0.55 per share) as of May 31, 2009.

NOTE 4 - STOCKHOLDERS' DEFICIT
________________________________________________________________________________

The Company's capitalization is 200,000,000 common shares with a par value of
$0.001 per share. On January 12, 2007, shareholders consented to increase the
authorized share capital of the Company from 50,000,000 shares of common stock
to 200,000,000 shares of common stock with the same par value of $0.001 per
share.

On May 1, 2006, a majority of shareholders and the directors of the Company
approved a special resolution to undertake a forward stock split of the common
stock of the Company on a 42 new shares for 1 old share basis whereby 16,400,000
common shares were issued pro-rata to shareholders of the Company as of the
record date on May 1, 2006.

On September 27, 2006, four founding shareholders returned 30,000,000 of their
restricted founders' shares, previously issued at prices ranging from $0.0004 -
$0.00225 per share, to treasury and the shares were subsequently cancelled by
the Company. The shares were returned to treasury for no consideration to the
founding shareholders.

On October 13, 2006, a majority of the Board of Directors approved by way of a
stock dividend to undertake a forward stock split of the common stock of the
Company on a 4 new shares for 1 old share basis whereby 27,900,000 common shares
were issued pro-rata to shareholders of the Company as of October 13, 2006.

All references in these financial statements to number of common shares, price
per share and weighted average number of common shares outstanding prior to the
42:1 forward split and the 4:1 forward split have been adjusted to reflect these
stock splits on a retroactive basis, unless otherwise noted.

On December 1, 2006, the Company issued 4,000,000 common shares valued at
$7,400,000 in connection with the San Juan Property Option Agreement

In August 2007, the Company received $400,000 towards a planned private
placement of Units to be offered at $1.00 per unit with each unit consisting of
one common share and one warrant to acquire an additional common shares,
exercisable at $1.50 for twelve months. On February 29, 2008, the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit consisting of one common share only. The 400,000
shares were issued on September 9, 2008.

On October 15, 2007, the Company issued 10,000 common shares with a fair value
of $15,000 as a finder's fee payment in connection with the Vilcoro Gold
Property Option Agreement.

On January 31, 2008, the Company issued 50,000 common shares to St. Elias Mines
Ltd. with a fair value of $65,000 in connection with the Vilcoro Gold Property
Option Agreement (Refer Note 3a).

On March 14, 2008, the Company returned to treasury the 4,000,000 common shares
with a fair value of $5,440,000 in connection with the settlement with
Petaquilla (Refer to Note 3b).

On May 29, 2008, the Company issued 86,500 common shares at $1.25 per share
totaling $108,125, in settlement of $86,500 in debt owed by the Company to the
president of the Company (Refer to Note 6), resulting in a $21,625 loss on the
debt settlement.

-46-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' DEFICIT (CONTINUED)
________________________________________________________________________________

On May 29, 2008, the Company issued 790,362 common shares at $1.25 per share
totaling $987,953, in settlement of $790,362 in debt owed by the Company to a
supplier of the Company, resulting in a $197,591 loss on the debt settlement.

On September 9, 2008, the Company issued 400,000 common shares at $1.00 per
share for proceeds of $400,000 which were received during the year ended May 31,
2008.

NOTE 5 - STOCK OPTION PLAN
________________________________________________________________________________

On May 9, 2007, the Board of Directors of the Company ratified, approved and
adopted a Stock Option Plan for the Company in the amount of 5,000,000 shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide services to the Company for reasons other than cause,
any Stock Option that is vested and held by such optionee may be exercisable
within up to ninety calendar days after the effective date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock Option held by an optionee at the time of his death may be exercised by
his estate within one year of his death or such longer period as the Board of
Directors may determine. On May 9, 2007, the Board of Directors of the Company
ratified and approved under the Company's existing Stock Option Plan the
issuance of 1,500,000 shares for ten years at $1.00 per share.

On May 9, 2007, the Company granted 1,500,000 stock options to officers,
directors and consultants of the Company at $1.00 per share. The term of these
options are ten years. The total fair value of these options at the date of
grant was $965,671, and was estimated using the Black-Scholes option pricing
model with an expected life of 10 years, a risk free interest rate of 4.49%, a
dividend yield of 0% and expected volatility of 164% and was recorded as a stock
based compensation expense in the year ended May 31, 2007.

On April 28, 2008, the Company granted 350,000 stock options to a director of
the Company at $1.20 per share. The term of these options are ten years. The
total fair value of these options at the date of grant was $388,500 and was
estimated using the Black-Scholes option pricing model with an expected life of
10 years, a risk free interest rate of 3.86%, a dividend yield of 0% and
expected volatility of 126% and has been recorded as a stock based compensation
expense in the year ended May 31, 2008.

A summary of the Company's stock options as of May 31, 2009, and changes during
the year then ended is presented below:

Weighted
Weighted average
average remaining
exercise Contractual
Number of Price per life
Options share (in years)
_______________________________________________________________________

OUTSTANDING AT MAY 31, 2007 1,500,000 $ 1.00 9.94
Granted during the year 350,000 1.20 -
Exercised during the year - - -
_______________________________________________________________________

OUTSTANDING AT MAY 31, 2008 1,850,000 1.04 9.12
Granted during the year - - -
Exercised during the year - - -
_______________________________________________________________________

OUTSTANDING AT MAY 31, 2009 1,850,000 $ 1.04 8.12
_______________________________________________________________________

-47-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

On May 29, 2008, the Company issued 86,500 common shares at $1.25 per share
totaling $108,125, in settlement of $86,500 in debt owed by the Company to the
president of the Company resulting in a $21,625 loss on the debt settlement.

During the year ended May 31, 2009, the Company incurred no management fees to
officers and directors (May 31, 2008 - $475,500). The above transactions have
been in the normal course of operations and, in management's opinion, undertaken
with similar terms and conditions as transactions with unrelated parties.

NOTE 7 - SHAREHOLDER'S LOAN
________________________________________________________________________________

On November 14, 2006, a significant shareholder of the Company advanced $100,000
on behalf of the Company regarding a previous property option agreement.
Additional advances of $303,500 and $795,000 were received during the years
ended May 31, 2007 and May 31, 2008, respectively. During the year ended May 31,
2009, an additional $540,000 was advanced by the same shareholder under the same
terms and conditions. These amounts are unsecured, bear interest at 10% per
annum, and have no set terms of repayment. The total amount outstanding as of
May 31, 2009 including accrued interest is $1,987,899 (May 31, 2008 -
$1,287,602).

NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted the FASB No. 109 for reporting purposes. As of May 31,
2009 and May 31, 2008, the Company had net operating loss carry forwards of
approximately $5,480,000 and $4,780,000 respectively that may be available to
reduce future years' taxable income through 2029. Future tax benefits which may
arise as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and
accordingly, the Company has recorded a valuation allowance for the deferred tax
asset relating to these tax loss carryforwards.

The applicable federal and state statutory tax rates used in determining the
Company's income tax provisions deferred tax asset are as follows:

2009 2008
________________________________________________________________________________

Federal income tax provision at statutory rate 35.0% 35.0%
States income tax provision at statutory rates,
net of federal income tax effect 0.0% 0.0%
________________________________________________________________________________

Total income tax provision 35.0% 35.0%
================================================================================

The actual income tax provisions differ from the expected amounts calculated by
applying the combined federal and state corporate income tax rates to the
Company's loss before income taxes. The components of these differences are as
follows:

2009 2008
________________________________________________________________________________

Federal net operating income (loss) $ (692,865) $ 3,886,534
Corporate tax rate 35.0% 35.0%
________________________________________________________________________________

Expected tax recovery (expense) 242,503 (1,360,287)

Less:
Non-deductible stock based compensation - (135,975)
Change in valuation allowance (242,503) 1,496,262
________________________________________________________________________________

Future income tax provision $ - $ -
================================================================================

-48-

GENEVA RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2009 AND 2008
________________________________________________________________________________

NOTE 8 - INCOME TAXES (CONTINUED)
________________________________________________________________________________

The Company's deferred tax assets are as follows:

2009 2008
________________________________________________________________________________

Deferred tax assets
Net operating loss carry forwards $ 1,916,828 $ 1,674,325
________________________________________________________________________________

Total deferred tax assets 1,916,828 1,674,325
Valuation allowance (1,916,828) (1,674,325)
________________________________________________________________________________

Net deferred tax assets $ - $ -
================================================================================

The valuation allowance for deferred tax assets as of May 31, 2009 and May 31,
2008 was $1,916,828 and $1,674,325, respectively. In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income in the periods in which those temporary differences become
deductible. Management considers the scheduled reversals of future deferred tax
assets, projected future taxable income, and tax planning strategies in making
this assessment. As a result, management determined it was more likely than not
the deferred tax assets would be realized as of May 31, 2009 and May 31, 2008.

NOTE 9 - OTHER
________________________________________________________________________________

During 2009, the Company recorded an extinguishment of accrued liabilities of
$30,000 relating to amounts previously accrued and unpaid to a former director,
which management of the Company had determined such amounts are no longer owed.

-49-

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE AND PROCEDURES

As of May 31, 2009 which is the end of the fiscal period covered by this Annual
Report, our Chief Executive Officer and Chief Financial Officer reviewed and
evaluated the effectiveness of our disclosure controls and procedures, as
defined in Exchange Act Rule 13a-15(e) and 15d-15(e). As of the end of the
fiscal period covered by this Annual Report, based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that the disclosure
controls and procedures were effective in ensuring that material information
that we must disclose in our reports that we file or submit under the Securities
Exchange Act of 1934, as amended, the "Exchange Act", is recorded, processed,
summarized, and reported on a timely basis, and that information required to be
disclosed by us in our reports that we file or submit under the Exchange Act is
accumulated and communicated to our Chief Executive Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Under the supervision and with the participation of our
management, including the chief executive officer and chief financial officer,
we evaluated the effectiveness of our internal control over financial reporting
as of May 31, 2009. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control-Integrated Framework.

This Annual Report does not include an attestation report of our registered
public accounting firm De Joya Griffith & Company, LLC., Certified Public
Accountants regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the SEC that permit us to provide only
management's report in this Annual Report on Form 10-K.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and our Chief Executive
Officer and our Chief Financial Officer have concluded that these controls and
procedures are effective at the "reasonable assurance" level.

-50-

CHANGES IN INTERNAL CONTROLS

There was no change in our internal control over financial reporting that
occurred during this fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

AUDIT COMMITTEE REPORT

The Board of Directors has established an audit committee. The members of the
audit committee are Mr. Marcus Johnson and Mr. Betrand Taquet, Oone of the two
members of the audit committee is "independent" within the meaning of Rule 10A-3
under the Exchange Act. The audit committee was organized on April 25, 2006 and
operates under a written charter adopted by our Board of Directors.

The audit committee has reviewed and discussed with management our audited
financial statements as of and for fiscal year ended May 31, 2009. The audit
committee has received and reviewed the written disclosures and the letter from
De Joya Griffith & Company, LLC., Certified Public Accountants required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as amended.

Based on the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the audited financial statements
referred to above be included in our Annual Report on Form 10-K for fiscal year
ended May 31, 2009 filed with the Securities and Exchange Commission.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

NAME AGE POSITION WITH THE COMPANY

Marcus Johnson 60 President/Chief Executive Officer and a Director

D. Bruce Horton 62 Secretary/Treasurer, Chief Financial Officer and
a Director

Bertrand Taquet 44 Director

-51-

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

MARCUS JOHNSON. Marcus Johnson has been our President/Chief Executive
Officer/Principal Executive Officer and a director since March 2006. For the
past ten years, Mr. Johnson has been active in management in both the private
and public sectors as a consultant to management with an emphasis on investor
relations and awareness. Mr. Johnson has performed consulting services for
Intergold Corporation, now known as Lexington Resources, Inc., and Vega-Alantic
Corporation, now known as Transax International Limited. Mr. Johnson is a
professional architect and a member of the American Institute of Architects. Mr.
Johnson has been the professional architectural consultant of record on various
commercial projects and is a consultant to Exterior Research & Design LLC, where
he is currently retained as an expert for determining architectural management
standards.

D. BRUCE HORTON. D. Bruce Horton has been our Secretary/Treasurer/Chief
Financial Officer and a director since March 2006. During the past five years,
Mr. Horton has been active in the financial arena in both the private and public
sectors as an accountant and financial management consultant with an emphasis on
corporate financial reporting, financing and tax planning. Mr. Horton has
specialized in corporate management, re-organization, merger and acquisition,
international tax structuring, and public and private financing for over thirty
years. From 1972 through 1986, Mr. Horton was a partner in a public accounting
firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage Corporation,
of which he was a director and chief financial officer from June 1986 to May
1997. He is a principal consultant in Calneva Financial Services Ltd. that
provides accounting and financial management consulting services as well as
investment banking services focusing on venture capital opportunities in Asia.
Mr. Horton is also director and audit committee member to Uranium Energy Corp.
(since March 2005) and Morgan Creek Energy Corp.

BERTRAND TAQUET. Bertrand Taquet has over twenty-five years of experience as an
exploration geologist having worked for multiple companies in areas of precious
metal mining and exploration and production. From January 2007 through December
2007, Mr. Taquet was the senior geologist for NWT Uranium Corp. where he managed
uranium exploration in the Niger and Ungava properties, the Ag Zn property in
Mexico and other properties in Quebec, Africa. From approximately April 2005
through November 2006, Mr. Taquet engaged in gold mining and exploration
consulting through BT Geoconsult for Auplata S.A.S. (French Guyana), Fancamp

-52-

Resources (Beauce, Quebec), and Cete Apave (French Guyana). From approximately
January 2005 through April 2005, Mr. Taquet engaged in mining projects,
feasibility studies and exploitation permit preparation for Auplata S.S.S.,
French Guyana and South America. From approximately November 1994 through
December 2004, Mr. Taquet was involved as a project geologist in various gold
and diamond exploration programs with Guyanor Resources Golden Star Resources.
Mr. Taquet earned a DEA (equivalent to M.Sc.) in applied geology at USTL,
Montpellier, France in 1983.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed promoters is or have been involved in any legal proceeding
concerning: (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended May 31, 2009.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

As of the date of this Annual Report, Messrs. Johnson and Taquet have been
appointed as members to our Audit Committee. One of the members is "independent"
within the meaning of Rule 10A-3 under the Exchange Act. The Audit Committee
operates under a written audit committee charter adopted by the Board of
Directors on April 25, 2006.

The Audit Committee's primary function is to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling its
oversight responsibilities regarding finance, accounting, and legal compliance.
The Audit Committee's primary duties and responsibilities will be to: (i) serve
as an independent and objective party to monitor our financial reporting process

-53-

and internal control system; (ii) review and appraise the audit efforts of our
independent accountants; (iii) evaluate our quarterly financial performance as
well as our compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide an open avenue of communication among the independent accountants,
management and the Board of Directors.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

NON-QUALIFIED
NON-EQUITY DEFERRED
NAME AND STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
POSITION YEAR ($) ($) ($) ($) (1) ($) ($) ($) ($)
________________________________________________________________________________________________________________________________

Marcus
Johnson,
President, 2009/2008 $ -0- -0- -0- $ -0- --- --- $ -0- $ -0-
CEO 2007/2008 60,000 -0- -0- -0- --- --- 86,500 146,500
________________________________________________________________________________________________________________________________

Bruce Horton, 2009/2008 -0- -0- -0- $ -0- --- --- -0- -0-
CFO 2008/2007 -0- -0- -0- -0- --- --- -0- -0-
________________________________________________________________________________________________________________________________

(1) This amount represents the fair value of these stock options at the date of
grant which was estimated using the Black-Scholes option pricing model.

STOCK OPTIONS/SAR GRANTS IN FISCAL YEAR ENDED MAY 31, 2009

There were no stock options granted to executive officers or directors during
fiscal year ended May 31, 2009.

-54-

The following table sets forth information relating to compensation paid to our
directors during fiscal year ended May 31, 2009:

DIRECTOR COMPENSATION TABLE
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) (1) ($) ($) ($) ($)
______________________________________________________________________________________________________________________

Marcus Johnson -0- -0- -0- -0- -0- -0- -0-
______________________________________________________________________________________________________________________

D. Bruce Horton -0- -0- -0- -0- -0- -0- -0-
______________________________________________________________________________________________________________________

Stephen Jewett, prior -0- -0- -0- -0- -0- -0- -0-
director
______________________________________________________________________________________________________________________

Bertrand Taquet -0- -0- -0- -0- -0- -0- -0-
______________________________________________________________________________________________________________________

Duncan Bain, prior
director -0- -0- -0- -0- -0- -0- -0-
______________________________________________________________________________________________________________________

Mark Campbell, prior -0- -0- -0- -0- -0- -0- -0-
director
______________________________________________________________________________________________________________________

(1) This amount represents the fair value of these stock options at the date of
grant which was estimated using the Black-Scholes option pricing model.

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual Report, we do not have any written contractual
arrangements with our executive officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report, there are 38,536,862 shares of common stock issued
and outstanding.

-55-

NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(1) OF CLASS(1)

DIRECTORS AND OFFICERS:

Marcus Johnson 6,686,500 (2) 17.35%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

D. Bruce Horton 100,000 (3) 0.003%
2533 N. Carson Street, Suite 125
Carson City, Nevada 89706

Bertrand Taquet 350,000 (4) 0.0009%
2533 N. Caron Street, Suite 125
Carson City, Nevada 89706

All executive officers and directors 7,136,500 (5) 18.52%
as a group (3 persons)

1. Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Annual Report, there
are 38,536,862 shares issued and outstanding.

2. This figure includes: (i) 6,586,500 shares of restricted common stock; and
(ii) 100,000 stock options which are exercisable at $1.00 per share
expiring May 9, 2017 to acquire 100,000 shares of common stock.

3. This figure includes 100,000 stock options which are exercisable at $1.00
per share expiring on April 27, 2018 to acquire 100,000 shares of common
stock.

4. This figure includes 350,000 stock options which are exercisable at $1.00
per share expiring on April 27, 2018 to acquire 350,000 shares of common
stock.

5. This figure includes: (i) 6,586,500 shares of restricted common stock; and
(ii) 550,000 stock options which are exercisable at $1.00 per share to
acquire 550,000 shares of common stock.

-56-

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

None of our directors, officers or principal stockholders, nor any associate or
affiliate of the foregoing, have any interest, direct or indirect, in any
transaction or in any proposed transactions, which has materially affected or
will materially affect us during fiscal year ended May 31, 2009.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended May 31, 2009, we incurred approximately $40,500 in fees
to our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended May
31, 2009 and for the review of our financial statements for the quarters ended
August 31, 2008, November 30, 2008 and February 28, 2009.

During fiscal year ended May 31, 2008, we incurred approximately $40,000 in fees
to our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended May
31, 2008 and for the review of our financial statements for the quarters ended
August 31, 2007, November 30, 2007 and February 28, 2008.

During fiscal year ended May 31, 2009, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.

ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES

The following exhibits are filed as part of this Annual Report.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

3.1 Articles of Incorporation(1)

3.2 Bylaws(1)

3.2.1 Amended Bylaws (2)

10.1 2007 Stock Incentive Plan of Geneva Resources, Inc.

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10.2 Letter Agreement with Alantic Ltd. (1)

10.3 Mineral Property Option Agreement between War Eagle Mining Company
Inc. and Revelstoke Industries Inc. dated October 20, 2006 (5)

10.4 San Juan Property Option Agreement between Petaquilla Minerals Ltd.
and Revelstoke Industries Inc. dated November 16, 2006 (6)

10.5 Letter of Intent between Geneva Gold Corporation and St. Elias Mines
Ltd. dated January 22, 2007 (7)

10.6 Vilcoro Property Option Agreement between St. Elias Mines Ltd. and
Geneva Gold Corporation dated January 22, 2007 (8)

10.7 Property Financing and Operating Agreement between Allied Minerals
and Geneva Resources Inc. dated April 24, 2007 (9)

10.8 Executive Services Agreement between Geneva Resources Inc. and
Stacey Kivel dated May 24, 2007 (10)

16.1 Letter from Independent Registered Public Accounting Firm from
MacKay LLP (3)

23.1 Independent Registered Public Accounting Filing Consent from MacKay
LLP (4)

99.1 Press Release from Geneva Resources Inc. dated June 18, 2007 (11)

99.2 Press Release from Geneva Resources Inc. dated July 18, 2007 (12)

31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act.

31.2 Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act.

32.1 Certification of Chief Executive Officer and Chief Financial officer
Under Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act.

(1) Filed as an Exhibit to the Company's Registration Statement on Form SB-2
filed with the SEC on February 17, 2005 and incorporated herein by this
reference.

(2) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB filed
with the SEC on January 23, 2006 and incorporated herein by this reference.

(3) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on August 15, 2006 and incorporated herein by this reference.

(4) Filed as an Exhibit to the Company's Annual Report on Form 10-KSB filed
with the SEC on September 13, 2006 and incorporated herein by this
reference.

(5) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on October 24, 2006 and incorporated herein by this reference.

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(6) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on November 24, 2006 and incorporated herein by this reference.

(7) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on January 26, 2007 and incorporated herein by this reference.

(8) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on February 28, 2007 and incorporated herein by this reference.

(9) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on May 11, 2007 and incorporated herein by this reference.

(10) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on June 18, 2007 and incorporated herein by this reference.

(11) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on June 18, 2007 and incorporated herein by this reference.

(12) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with
the SEC on July 18, 2007 and incorporated herein by this reference.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENEVA RESOURCES, INC.

Dated: September 14, 2009
By: /s/ MARCUS JOHNSON
_____________________________________
Marcus Johnson
President/Chief Executive Officer

Dated: September 14, 2009
By: /s/ D. BRUCE HORTON
_____________________________________
D. Bruce Horton
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Dated: September 14, 2009
By: /s/ MARCUS JOHNSON
___________________
Marcus Johnson
Director

Dated: September 14, 2009
By: /s/ D. BRUCE HORTON
___________________
D. Bruce Horton
Director

Dated: September 14, 2009
By: /s/ BERTRAND TAQUET
___________________
Bertrand Taquet
Director

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