8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 (the "Act")

January 8, 2008

(Date of earliest event reported)

GEOGLOBAL RESOURCES INC.

(Exact name of Registrant as specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization) 1-32158 (Commission File Number) 33-0464753 (I.R.S. Employer Identification No.)

310, 605 – 1st Street S.W.

Calgary, Alberta, Canada T2P 3S9

(Address of principal executive offices)

Telephone Number (403) 777-9250

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Former name or address, if changed since last report)

Item 1.01.  Entry into a Material Definitive Agreement

On January 8, 2008, we entered into an Assignment Agreement with Gujarat State Petroleum Corporation Limited (“GSPC”) pursuant to which we assigned all our rights to receive a 30% participating interest in two exploration blocks awarded by the Arab Republic of Egypt in exchange for an option, also entered into on January 8, 2008, exercisable on or before April 30, 2008 to reacquire all or a portion of those rights.  Our rights in the two exploration blocks arise out of a July 2006 joint study and bid agreement we entered into with GSPC and Alkor Petroo Limited to participate in the Egyptian government’s bid solicitation process related to six exploration blocks. The bid partners subsequently bid and won the right to explore two of the blocks, GANOPE Block 8 onshore (also known as South Diyur) and E-GAS Block 6 offshore (also known as N. Hap’y).

We previously provided GSPC with non-refundable bank guarantees totaling US$1.17 million, approximately 2% of our share of the joint bidders’ total financial commitments for conducting the first exploration phase on the two exploration blocks.  In the event we exercise the option, we will be required to pay to GSPC our pro rata share of all costs and expenses from the effective date of the option agreement (December 31, 2007).  We will also have to provide to GSPC bank guarantees equal to the remaining 98%, based upon our share of the rights we elect to reacquire, of the total financial commitment for conducting the first exploration phase on the two exploration blocks.  If we elected to participate to the full 30%, these additional bank guarantees would amount to approximately US$56.4 million.  In addition to the non-refundable US$1.17 million of bank guarantees, our oil and gas assets included at December 31, 2007 approximately US$2.4 million relating to our interests in the two exploration blocks which will be carried forward as an investment in the option pending our determination whether we will exercise any portion of the option.

Item 9.01.  Financial Statements and Exhibits.

(a)            Financial statements of business acquired.

Not applicable

(b)            Pro forma financial information

Not applicable

(c)            Exhibits:

10.1   Assignment Agreement for Exploration Blocks in Arab Republic of Egypt dated January 8, 2008.

                       10.2 Option Agreement for Participation in Exploration Blocks in Arab Republic of Egypt dated January 8, 2008.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  January 14, 2008

GEOGLOBAL RESOURCES INC.

(Registrant)

/s/ Allan J. Kent

Allan J. Kent

Executive VP & CFO

EX-10.1

Exhibit 10.1

ASSIGNMENT AGREEMENT FOR EXPLORATION BLOCKS

 IN ARAB REPUBLIC OF EGYPT

THIS ASSIGNMENT AGREEMENT FOR EXPLORATION BLOCKS IN ARAB REPUBLIC OF EGYPT (hereinafter referred to as this “AssignmentAgreement”) made this 8th day of January, 2008 with an effective date of December 31, 2007 (the “Effective Date”).

BETWEEN:

Gujarat State Petroleum Corporation Limited, a company organized and existing under the laws of India having its registered office at GSPC Bhavan, behind Udyog Bhavan, Sector-11, Gandhinagar, Gujarat 382011, India (hereinafter referred to as “GSPC”)

OF THE FIRST PART;

AND

GeoGlobal Resources (Barbados) Inc., a company whose registered office is at Chamberlain Place, Broad Street, Bridgetown, Barbados, West Indies with its corporate head office at 310, 605 – 1st Street SW, Calgary, Alberta, T2P 3S9, Canada, (hereinafter referred to as “GGRB”)

OF THE SECOND PART

(GSPC and GGRB shall hereinafter collectively be referred to as “Parties” and individually as a “Party”)

WHEREAS:

(a)   The Parties and Alkor Petroo Limited (“Alkor”) entered into a Joint Study & Bid Agreement dated July 13, 2006 (hereinafter referred to as “JSBA”) for participation in blocks offered under bid round by Arab Republic of Egypt.

(b)   The consortium comprising of GSPC, GGRB and Alkor was successful in their bids for two exploration blocks namely the E-GAS Block 6 offshore (also referred to as “N. Hap’y”) and the GANOPE Block 8 onshore (also referred to as “South Diyur”) (N. Hap’y and South Diyur are hereinafter collectively referred to as the “Exploration Blocks”).

(c)   GGRB irrevocably agrees to assign its 30% (thirty percent) participating interest in the Exploration Blocks (“GGRB Participating Interest”) in favour of GSPC, subject to the terms and conditions set out herein.

NOW THEREFORE THIS ASSIGNMENT AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained, GSPC and GGRB hereto agree as follows:

1.   Terms and Conditions of Assignment:

(a)   GGRB hereby assigns all of the GGRB Participating Interest in the Exploration Blocks to GSPC effective as of the Effective Date.

(b)   GGRB hereby waives any right to claim any amounts paid by it and/or any other benefits whatsoever in respect of any work done and/or expenditure incurred for the Exploration Blocks prior to the Effective Date of this Assignment Agreement.  For greater clarity those amounts are:

(i) the amount of the retainer fees paid to Alkor for the account of Seaharvest FZ Environmental & Oil Services, Egypt (“Seaharvest”) being US$45,000 (United States dollars forty-five thousand) representing 30% (thirty percent) of the retainer fee of US$150,000 (United States dollars one hundred and fifty thousand) to Seaharvest, for the support of the ongoing bids in the Exploration Blocks and to cover all of its costs during the tender evaluation and awarding process; and

(ii) the amount of the success fees paid to Alkor for the account of Seaharvest being US$375,000 (United States dollars three hundred and seventy-five thousand) which represents 30% (thirty percent) of the success fee of US$1,000,000 (United States dollars one million) for the contract in E-GAS Block 6 and 30% (thirty percent) of the success fee of US$250,000 (United States dollars two hundred and fifty thousand) for the contract in GANOPE Block 8; and

(iii) the amount of the administrative fees and signature bonus paid to GSPC for the account of E-GAS Block 6 being US$1,518,000 (United States dollars one million five hundred and eighteen thousand) which represents 30% (thirty percent) of the administrative fee of US$60,000 (United States dollars sixty thousand) and 30% (thirty percent) of the signature bonus of US$5,000,000 (United States dollars five million) for the contract in E-GAS Block 6; and

(iv) the amount of the administrative fees and signature bonus paid to GSPC for the account of GANOPE Block 8 being US$468,000 (United States dollars four hundred and sixty-eight thousand) which represents 30% (thirty percent) of the administrative fee of US$60,000 (United States dollars sixty thousand) and 30% (thirty percent) of the signature bonus of US$1,500,000 (United States dollars one million five hundred thousand) for the contract in GANOPE Block 8; and

(v) GGRB invoice dated August 1, 2006 in the amount of US$304,628.45 (United States dollars three hundred and four thousand six hundred and twenty-eight and forty-five cents) for costs and services provided by GGRB in connection with the study prepared for the joint bid.

(c)   GSPC will release and direct that the funds it obtained by calling on GGRB’s bank guarantees dated July, 26, 2007 in the amount of US$ 270,000 and US$ 900,000 be applied to new bank guarantees in the same amounts to be provided by GGRB in favour of GSPC. GGRB will give similar direction to the Bank. These new bank guarantees will remain in place in accordance with the Option Agreement. Should GGRB exercise the option defined under the Option Agreement, these new bank guarantees will be released to GGRB. Should GGRB however, fail to exercise the option by April 30, 2008 or by such other date agreed to by GGRB and GSPC then these new bank guarantees will be forfeited and amount thereof will be credited in favour of GSPC. Further, GGRB shall waive any and all rights whatsoever in respect of them.

(d)   GGRB shall have no obligation to GSPC concerning the GGRB Participating Interest for the period prior to Effective Date except for those set out in Clause 1(b) and (c).

(e)   GSPC confirms that as of the Effective Date it has not incurred any exploration expenses concerning the Exploration Blocks.

(f)   GSPC confirms that it has not and will not enter into any contractual or other obligations in reliance of the Powers of Attorney’s to be provided in accordance with Clause 2(a) save and except for signing the Concession Agreements for the Exploration Blocks for which GSPC is providing indemnification in accordance with Clause 1(j) and for recording the assignment of the GGRB Participating Interest in favour of GSPC.

(g) Subject to the provisions of Clause 1(i), GSPC agrees that it shall be liable for all of the obligations arising out of and / or in connection with the GGRB Participating Interest with effect from and after the Effective Date.

(h) Further, the Parties agree that GSPC shall be entitled to all the benefits and shall be entitled to exercise all the rights arising out of and in relation to the GGRB Participating Interest from the Effective Date.

(i) GSPC shall be responsible for the payment of all of GGRB Participating Interest share of all costs and all liabilities with respect to the applicable Concession Agreements, executed or to be executed, with respect to the Exploration Blocks, provided in the event GGRB exercises its option to participate up to a 30% (thirty percent) participating interest ("Elected Participating Interest) in both the Exploration Blocks, and a corresponding participating interest in the Concession Agreements to the Exploration Blocks by paying their pro rata share (equal to their Elected Participating Interest) of all costs and expenses incurred from and after the "Effective Date" of the Option Agreement dated 8th January, 2008 ("Option Agreement") with respect to the Exploration Blocks.  For avoidance of doubt, it is clarified that in the event GGRB exercises the option to participate in the Exploration Blocks in the manner provided in this Clause 1(i) and in accordance with the terms of the Option Agreement, GSPC shall have no further obligation under this Assignment Agreement and under the Option Agreement for the payment for any costs and expenses with respect to the Elected Participating Interest from and after the Effective Date of the Option Agreement.  

(j) Parties acknowledge that GSPC will be required to execute the Concession Agreement on behalf of GGRB despite this Assignment Agreement. Subject to the provisions of Clause 1(i), GSPC shall indemnify and hold harmless GGRB against all suits, proceedings, liabilities, obligations, expenses, responsibilities, losses, damages, claims, demands, actions, costs and expenses that GGRB may be subjected to, arising out of or in connection with GGRB Participating Interest with respect to the Concession Agreement up to the date of exercise of option or the end of the last date for the exercise of the option (as the case may be), by GGRB, under the Option Agreement. In the event, GGRB fails to exercise the option, this indemnity will continue up to the date on which assignment by GGRB in favour of GSPC (or any other person designated by GSPC) is approved by the Egyptian Government.

 Further Assurance:

(a) GGRB hereby agrees to provide GSPC the necessary documentary support such as a Power of Attorney (“POA”), authorization, affidavit, undertaking and such other document(s) and full co-operation, as may be required, to execute and/or amend the Concession Agreement and any other documentation as may be required to reflect that GSPC (or any other person designated by GSPC) has been transferred, and is entitled to, the GGRB Participating Interest in the Exploration Blocks.

(b) GGRB and GSPC shall co-operate and undertake all necessary action (including liasioning with the Government of the Arab Republic of Egypt, GANOPE, E-GAS, contractors, etc) as may be required to give effect to the assignment of GGRB Participating Interest, in favour of GSPC (or any other person designated by GSPC).

(c) GGRB and GSPC agree to act in good faith and not to undertake any action which is prejudicial to interest of GGRB, GSPC or Alkor under the Concession Agreement, the JSBA, or any related agreements.

(d) GGRB agrees to undertake all such actions as may be required to ensure that POA or the equivalent authorisation is duly notarised and legalised by the competent authorities including Egyptian Consulate in the country where GGRB is located. GGRB covenants and agrees to submit in trust such documentation to facilitate the signing of the Concession Agreement.

(e) Upon execution of the Concession Agreement, the Parties hereby agree that GGRB or GSPC (acting as its valid Power of Attorney holder in terms of Clause 2(a) above) shall take all further steps to record the assignment of the GGRB Participating Interest in favour of GSPC. Nothing herein shall preclude the Parties from any actions required to assign GGRB Participating Interest in favour of GSPC.

(f) Each of the Parties represent that they have the necessary powers and authority to enter into this Assignment Agreement and perform the obligations envisaged herein.

3.        Amendment:

No amendment to this Assignment Agreement shall be valid and binding unless set forth in writing and duly executed by the Parties.

4.        Governing Law and Arbitration:

(a) This Assignment Agreement shall be governed by laws of India.

(b) Any dispute arising in connection with or with respect to validity of this Assignment Agreement shall be finally resolved through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Proceedings of arbitration shall be held in Ahmedabad and shall be conducted in English. Each Party shall appoint one arbitrator and the two arbitrators so appointed shall appoint the third arbitrator.

5. Counterpart Execution:

This Assignment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same understanding, and any Party may enter into this Assignment Agreement by executing a counterpart.

EXECUTED in Gandhinagar, Gujarat

by: /s/ M.Y. Farooqui

GM (P&D)

Signed for and on behalf of                                                                                                

GUJARAT STATE PETROLEUM CORPORATION LIMITED

by: /s/ Allan J. Kent,

Executive Vice President and Chief Financial Officer

Signed for and on behalf of

GEOGLOBAL RESOURCES (BARBADOS) INC.

EX-10.2

Exhibit 10.2

OPTION AGREEMENT FOR PARTICIPATION

IN EXPLORATION BLOCKS IN ARAB REPUBLIC OF EGYPT

THIS OPTION AGREEMENT FOR PARTICIPATION IN EXPLORATION BLOCKS IN ARAB REPUBLIC OF EGYPT (hereinafter referred to as this “Option Agreement”) made this 8th day of January, 2008 with an effective date of December 31, 2007 (the “Effective Date”)

BETWEEN:

Gujarat State Petroleum Corporation Limited, a company organized and existing under the laws of India having its registered office at GSPC Bhavan, behind Udyog Bhavan, Sector-11, Gandhinagar, Gujarat 382011, India (hereinafter referred to as “GSPC”)

OF THE FIRST PART;

AND

GeoGlobal Resources (Barbados) Inc., a company whose registered office is at Chamberlain Place, Broad Street, Bridgetown, Barbados, West Indies with its corporate head office at 310, 605 – 1st Street SW, Calgary, Alberta, T2P 3S9, Canada, (hereinafter referred to as “GGRB”)

OF THE SECOND PART

(GSPC and GGRB shall hereinafter collectively be referred to as “Parties” and individually as a “Party”)

WHEREAS:

(a)   The Parties and Alkor Petroo Limited (“Alkor”) entered into a Joint Study & Bid Agreement dated July 13, 2006 (hereinafter referred to as “JSBA”) for participation in blocks offered under bid round by Arab Republic of Egypt.

(b)   The consortium comprising of GSPC, GGRB and Alkor was successful in their bids for two exploration blocks namely the E-GAS Block 6 offshore (also referred to as “N. Hap’y”) and the GANOPE Block 8 onshore (also referred to as “South Diyur”) (N. Hap’y and South Diyur are hereinafter collectively referred to as the “Exploration Blocks”).

(c)   The Parties entered into an Assignment Agreement for Exploration Blocks in Arab Republic of Egypt dated 8th January, 2008 (the “Assignment Agreement”) (attached herewith as Schedule “A”) by which GGRB assigned its entire 30% (thirty percent) participating interest the Exploration Blocks.

(d)   GGRB has furnished to GSPC the following bank guarantees (equivalent to 2% of financial commitment for the first Exploration Phase in Exploration Blocks) with respect to a 30% participating interest in the Exploration Blocks:

(i)   The bank guarantee dated July 26, 2007 provided by GGRB in the amount of US$270,000 (United States dollars two hundred and seventy thousand) in favour of GSPC; and

(ii)   The bank guarantee dated July 26, 2007 provided by GGRB in the amount of US$900,000 (United States dollars nine hundred thousand) in favour of GSPC.

(The bank guarantees referred to above shall collectively be referred to as the “July 26, 2007 Bank Guarantees”.  GSPC has called upon the July 26, 2007 Bank Guarantees and received the amounts provided for by them).

(e) Upon execution of the Assignment Agreement, GSPC will repay the amounts it received by invocation of the July 26, 2007 Bank Guarantees and direct that the State Bank of India allocate these funds to two new bank guarantees to be provided by GGRB in the same amounts as the July 26, 2007 Bank Guarantees, and expiring July 15, 2008 in favour of GSPC (referred to as the “January 2008 Bank Guarantees”).  GGRB will also give similar instructions to the State Bank of India.

NOW THEREFORE THIS OPTION AGREEMENT WITNESSETH that in consideration of the Parties entering into the Assignment Agreement and of the mutual covenants and agreements herein contained, GSPC and GGRB hereto agree as follows:

1.            Terms and Conditions of Option to Participate:

(a) GGRB shall have the irrecoverable and exclusive right, commencing on the Effective Date of this Option Agreement and ending on April 30, 2008, or such other date as may be agreed to in writing between the Parties, to elect by notice in writing to GSPC, to participate up to a 30% (thirty percent) participating interest (“Elected Participating Interest”) in both the Exploration Blocks, and a corresponding participating interest in the Concession Agreement(s) to the Exploration Blocks and agreeing to pay their pro rata share (equal to their Elected Participating Interest) of all costs and expenses incurred from and after the Effective Date of this Option Agreement in the Exploration Blocks. For avoidance of dout, it is clarified that, in the event of exercise of option, GSPC shall have no further obligation under this Option Agreement and under the Assignment Agreement for the payment of any costs and expenses with respect to the Elected Participaging Interest from and after the date of exercise of the option by GGRB. 

(b) GGRB shall, immediately upon exercise of option by GGRB as envisaged under Clause 1(a) of this Agreement, reimburse GSPC, all costs and expenses incurred by GSPC with respect to the Elected Participating Interest after the Effective Date from the Option Bank Guarantees referred to in paragraph 1(d) below.  In the event, the Option Bank Guarantees are not sufficent to make this reimbursement, GGRB will pay GSPC directly the additional amounts so as to fully reimburse GSPC.

(c) GGRB shall not be charged or liable to pay for any matters with respect to Exploration Blocks prior to the Effective Date of this Option Agreement.

(d) The Parties agree that if GGRB elects to participate in the Exploration Blocks within the time frame agreed to in paragraph 1(a) above, GGRB shall further provide GSPC bank guarantees (representing 100% of the financial commitment for the first Exploration Phase in Exploration Blocks) with respect to their Elected Participating Interest. For further clarity, GGRB shall have the obligation to provide, in relation to the initial Exploration Period of the Exploration Blocks, bank guarantees in proportion to the Elected Participating Interest of (i) US$150,000,000 (United States dollars one hundred and fifty million) for N. Hap’y; and (ii) US$45,000,000 (United States dollars forty-five million) for South Diyur (as may be applicable).  These bank guarantees are referred to as the “Option Bank Guarantees”.

(e) Upon delivery of the Option Bank Guarantees, GSPC shall release the January 2008 Bank Guarantees to GGRB.

(f) If GGRB fails to provide the Option Bank Guarantees within ten (10) days of the receipt by GSPC of GGRB’s notice of election to participate as stipulated in Clause 1(a), such failure shall be deemed to be a termination of GGRB’s right to earn or retain any interest in the Exploration Blocks.

(g) If GGRB fails to elect to participate as stipulated in Clause 1(a), or fails to provide the Option Bank Guarantees, then the January 2008 Bank Guarantees shall be forfeited and GGRB shall waive any and all rights whatsoever in respect of them.

2.            Further Assurance:

(a) GSPC has received the amount provided for in the July 26, 2007 Bank Guarantees. It is agreed between the Parties that the amount received by GSPC will be repaid and directed by GSPC to fund the January 2008 Bank Guarantees by GGRB in favour of GSPC. GGRB will give similar direction to the State Bank of India.

(b) In the event of exercise of its option under Clause 1(a) to acquire Elected Participating Interest and upon the delivery of the Option Bank Guarantees referred to in Clause 1(d), GSPC hereby agrees to provide GGRB the necessary documentary support such as a Power of Attorney, authorization, affidavit, undertaking and such other document(s) and full co-operation, as may be required, to execute and/or amend the Concession Agreements for the Exploration Blocks, the Assignment Agreement and any other documentation as may be required to reflect that GGRB has been transferred from GSPC, the GGRB Elected Participating Interest.

(c) In the event of exercise of its option under Clause 1(a) to acquire Elected Participating Interest and upon the delivery of the Option Bank Guarantees, GGRB and GSPC shall co-operate and undertake all necessary action (including liasioning with the Government of the Arab Republic of Egypt, GANOPE, E-GAS, contractors, etc) as may be required to give effect to the assignment of the GGRB Elected Participating Interest, in favour of GGRB.

(d) GGRB and GSPC agree to act in good faith and not to undertake any action which is prejudicial to interest of GGRB, GSPC or Alkor under the Concession Agreement the JSBA, or any related agreements.

(e) Each of the Parties represent that they have the necessary powers and authority to enter into this Option Agreement and perform the obligations envisaged herein.

3. Amendment:

No amendment to this Option Agreement shall be valid and binding unless set forth in writing and duly executed by the Parties.

4. Governing Law and Arbitration:

(a) This Option Agreement shall be governed by laws of India.

(b) Any dispute arising in connection with or with respect to validity of this Option Agreement shall be finally resolved through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Proceedings of arbitration shall be held in Ahmedabad and shall be conducted in English. Each Party shall appoint one arbitrator and the two arbitrators so appointed shall appoint the third arbitrator.

5.            Counterpart Execution:

This Option Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same understanding, and any Party may enter into this Option Agreement by executing a counterpart.

EXECUTED in Gandhinagar, Gujarat

by: /s/ M.Y. Farooqui

GM (P&D)

Signed for and on behalf of                                                                                                

GUJARAT STATE PETROLEUM CORPORATION LIMITED

by: /s/ Allan J. Kent,

Executive Vice President and Chief Financial Officer

Signed for and on behalf of

GEOGLOBAL RESOURCES (BARBADOS) INC.