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")

April 1, 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)

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition.

(a)As more fully disclosed below in Item 4.02(a), on April 1, 2008, we issued a press release, attached hereto as Exhibit 99.1, announcing that based on the advice of our Audit Committee and outside consultants, with the concurrence of our independent registered public accountants for the periods, our Board of Directors concluded that the financial statements in our Quarterly Reports on Form 10-Q for each of the three fiscal quarters ended September 30, 2007, the three fiscal years ended December 31, 2006 and each of the three fiscal quarters within those fiscal years (collectively referred to herein as the “Reports”) contained errors and should no longer be relied upon

The press release contained the following preliminary estimates of certain financial statement items for the year ended December 31, 2007 (unaudited):

	US $
	(000’s)
Net loss and comprehensive loss	1,310
Net loss per share – basic and diluted	0.02
Current assets	48,407
Restricted cash	4,555
Current liabilities	6,080
Additions to oil & gas interests – not subject to depletion	14,639

The press release further announced that, by reason of our need to restate the financial statements contained in the Reports, we would not file our Annual Report on Form 10-K for the year ended December 31, 2007 when due on April 1, 2008.

Section 3 – Securities and Trading Markets

Item 3.01.  Notice of De-listing or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)           We failed to file with the Securities and Exchange Commission when due on April 1, 2008 our Annual Report on Form 10-K for the year ended December 31, 2007 (the “Annual Report”).  On April 2, 2007, we received a letter from the American Stock Exchange LLC (the “Exchange”) notifying us that, as required by Sections 134 and 1101 of the Amex Company Guide, the timely and complete filing of the Annual Report is a condition to the continued listing of our Common Stock on the Exchange.  The Exchange further advised us that our failure to file the Annual Report is a material violation of our listing agreement with the Exchange and therefore, under Section 1003(d) of the Amex Company Guide, the Exchange is authorized to suspend and, unless prompt corrective action is taken, remove our Common Stock from the Exchange listing.

In order to maintain our Exchange listing, we must submit a plan by April 16, 2008 advising the Exchange of action we have taken or will take, that will bring us into compliance with Sections 134 and 1101 of the Amex Company Guide by no later than July 1, 2008.  We intend to timely submit such a plan to the Exchange advising the Exchange that we expect to complete by the middle of April 2008 certain matters relating to the restatement of our financial statements described in Item 4.02.  Non Reliance on Previously Issued Financial Statements on a Related Audit Report or Completed Interim Review of this Current Report on Form 8-K and will file the Annual Report thereby bringing us into compliance with Sections 134 and 1101 of the Amex Company Guide.

(b)              On April 1, 2008, we notified the Exchange that we would not file the Annual Report when due on April 1, 2008, resulting in us being in non-compliance with our listing agreement with the Exchange.  Reference is made to Item 3.01(a) of this Current Report for a description of the action we intend to take in response to our notice given to the Exchange of our non-compliance.

Section 4 – Matters Related to Accountants and Financial Statements

Item 4.02.  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) (1) On April 1, 2008, our Board of Directors, based on the advice of our Audit Committee and outside consultants with the concurrence of our independent registered public accountants for the periods concluded that the financial statements in our Quarterly Reports on Form 10-Q for each of the three fiscal quarters ended September 30, 2007, the three fiscal years ended December 31, 2006 and each of the three fiscal quarters within those three fiscal years contained errors and should no longer be relied upon.

  (2)The conclusion was reached on the basis that errors had been made in connection with our compliance with FAS 123R, FAS 123, and ITF 96-18 for the accounting and calculation for non-employee consultants for stock-based compensation for the periods as noted above.  The calculations are currently being completed and reviewed.

Amendments to the Reports will be filed as soon as practicable.

  (3)Our Audit Committee discussed with our independent registered public accountants for the periods covered by the Reports the matters discussed above and the firms concurred with our decisions.

Section 8 – Other Events

Item 8.01.  Other Events

On April 4, 2008, we issued a press release stating, among other things, that, because we failed to file the Annual Report when due, we had received a letter from the Exchange notifying us that we are not in compliance with certain sections of the Amex Company Guide and are in violation of our listing agreement with the Exchange.  The press release was issued in compliance with the letter from the Exchange and the Amex Company Guide.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(a) (i) Press release dated April 1, 2008 announcing, among other things, the restatement of our financial statements for the periods as discussed above, as well as our preliminary estimates of certain financial statement items for the year ended December 31, 2007 (unaudited).

    (ii)Press release dated April 4, 2008 announcing receipt of letter from American Stock Exchange LLC.

SIGNATURES

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

Dated:

April 4, 2008

GEOGLOBAL RESOURCES INC.

(Registrant)

/s/ Allan J. Kent

Allan J. Kent

Executive VP & CFO

EX-99.1

EXHIBIT  99.1

GEOGLOBAL ANNOUNCES LATE FILING OF ANNUAL REPORT AND RESTATEMENT OF ANNUAL AND INTERIM FINANCIAL STATEMENTS

CALGARY, Alberta, Canada, April 1, 2008 - GeoGlobal Resources Inc. (the "Company" or "GeoGlobal") (Amex: GGR)  announced today that its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 will not be filed when due today.  The late filing arises out of the need to restate certain financial statements previously filed with the Securities and Exchange Commission in order to correct certain errors relating to the Company’s reporting of stock based compensation in compliance with FAS 123R and FAS 123.

The Company’s Board of Directors, based on the advice of its Audit Committee and outside consultants and with the concurrence of its independent registered public accountants for those periods, have concluded that the financial statements in the Company’s Quarterly Reports on Form 10-Q for each of the three fiscal quarters ended September 30, 2007, the three fiscal years ended December 31, 2006 and each of the three fiscal quarters within those fiscal years contained errors and should no longer be relied upon. The errors occurred in connection with the Company’s compliance with FAS 123R and FAS 123 and the calculation of the Company’s stock based compensation for the fiscal periods involved.  The errors resulted in an understatement of stock-based compensation and net loss and comprehensive loss for the three fiscal years ended December 31, 2006 and an overstatement of stock based compensation and net loss and comprehensive loss for the three fiscal quarters ended September 30, 2007.

The error affects the consolidated balance sheets, the consolidated statements of operations, the consolidated statements of cash flows and certain of the notes to the consolidated financial statements contained in those reports. The restatements will also result in a reclassification of the stock based compensation expense to the line item in which the consultants' fees are recorded. The restatement has no effect on the Company’s current assets or current liabilities or its overall financial condition.  Amendments to the reports will be filed as soon as practicable.

The Company expects to file its annual report for the fiscal year ended December 31, 2007 promptly upon the final resolution of issues relating to its compliance with FAS 123R and FAS 123 which it expects should be completed by or before the middle of April 2008.  At December 31, 2007, the Company remained a development stage enterprise and will not report any revenues for the fiscal year and will report a net loss for the year.

Management's preliminary estimates of certain financial statement items for the year ended December 31, 2007 (unaudited) are approximately as follows:

	US $ (000's)
Net loss and comprehensive loss	1,310
Net loss per share – basic and diluted	0.02
Current assets	48,407
Restricted cash	4,555
Current liabilities	6,080
Additions to oil & gas interests – not subject to depletion	14,639

About GeoGlobal

GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a US publicly traded oil and gas company which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas through exploration and development primarily in India. Since inception, the Company’s efforts have been devoted to the pursuit of Production Sharing Contracts with the Government of India. Currently, the Company is focused on the development of high potential exploration targets in the Krishna Godavari, Cambay, Deccan Syneclise and Rajasthan basin areas.

Forward Looking Statements

Some statements in this press release may contain forward looking information. These statements may address future events and conditions and, as such, could involve inherent risks and uncertainties. Our actual results of oil and gas exploration and development activities could be significantly different from any results anticipated. Our exploration and development activities involve highly speculative exploration opportunities that involve material risks. Additional important risk factors are described in the Company's periodic filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-KSB and quarterly reports on Form 10-QSB. The filings may be viewed at http://www.sec.gov. and www.sedar.com. http://www.sec.gov. and www.sedar.com.

For further information contact:
GeoGlobal Resources Inc.	The Equicom Group
Allan J. Kent, Executive VP and CFO	Scott Kelly, Sr. Vice President
Carla Boland, Investor Relations and Corporate Affairs Phone: +1 403 777-9253                                                      Email:    info@geoglobal.com Fax:     +1 403 777-9199                                                      Website: www.geoglobal.com	Phone:    +1 416 815-0700 x322 Fax:        +1 416 815-0080 Email:    skelly@equicomgroup.com

EX-99.2

EXHIBIT 99.2

GEOGLOBAL ANNOUNCES RECEIPT OF NOTICE FROM AMEX AS TO ITS NONCOMPLIANCE WITH LISTING REQUIREMENTS

CALGARY, Alberta, Canada, April 4, 2008 - GeoGlobal Resources Inc. (the "Company" or "GeoGlobal") (Amex: GGR) announced today that as a consequence of its failure to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2007 when due, it received, on April 2, 2008,  a letter from the American Stock Exchange LLC (the “Exchange”) notifying it that, as required by Sections 134 and 1101 of the Amex Company Guide, the timely and complete filing of the fiscal year 2007 Annual Report is a condition to the continued listing of the Company’s Common Stock on the Exchange.  The Exchange further advised the Company that its failure to file the fiscal year 2007 Annual Report is a material violation of the Company’s listing agreement with the Exchange and therefore, under Section 1003(d) of the Amex Company Guide, the Exchange is authorized to suspend and, unless prompt corrective action is taken, remove the Company’s Common Stock from the Exchange listing.

In order to maintain the Company’s Exchange listing, the Company must submit a plan by April 16, 2008 advising the Exchange of action it has taken or will take, that will bring it into compliance with Sections 134 and 1101 of the Amex Company Guide by no later than July 1, 2008.  The Company intends to timely submit such a plan to the Exchange advising the Exchange that it expects to complete by the middle of April 2008 certain matters relating to its intention, as previously disclosed, to restate the financial statements contained in its Quarterly Reports on Form 10-Q for each of the three fiscal quarters ended September 30, 2007, the three fiscal years ended December 31, 2006 and each of the three fiscal quarters within those fiscal years as well as the fiscal year 2007 Annual Report thereby bringing the Company into compliance with Sections 134 and 1101 of the Amex Company Guide.

About GeoGlobal

GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a US publicly traded oil and gas company which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas through exploration and development primarily in India. Since inception, the Company’s efforts have been devoted to the pursuit of Production Sharing Contracts with the Government of India. Currently, the Company is focused on the development of high potential exploration targets in the Krishna Godavari, Cambay, Deccan Syneclise and Rajasthan basin areas.

Forward Looking Statements

Some statements in this press release may contain forward looking information. These statements may address future events and conditions and, as such, could involve inherent risks and uncertainties. Our actual results of oil and gas exploration and development activities could be significantly different from any results anticipated. Our exploration and development activities involve highly speculative exploration opportunities that involve material risks. Additional important risk factors are described in the Company's periodic filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-KSB and quarterly reports on Forms 10-Q and 10-QSB. The filings may be viewed at http://www.sec.gov. and www.sedar.com. http://www.sec.gov. and www.sedar.com.

For further information contact:
GeoGlobal Resources Inc.	The Equicom Group
Allan J. Kent, Executive VP and CFO	Scott Kelly, Sr. Vice President
Carla Boland, Investor Relations and Corporate Affairs Phone: +1 403 777-9253                                                      Email:    info@geoglobal.com Fax:     +1 403 777-9199                                                      Website: www.geoglobal.com	Phone:    +1 416 815-0700 x322 Fax:        +1 416 815-0080 Email:    skelly@equicomgroup.com