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")

May 20, 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.

As more fully disclosed below in Item 4.02(a), on May 27, 2008, we issued a press release, attached hereto as Exhibit 99.1, announcing that preliminary estimates of certain financial statement items for the quarter ended March 31, 2008 (unaudited):

	US $ (Nearest 100,000) )
Current assets		44,700,000
Restricted cash		4,900,000
Current liabilities		(4,100,000	)
Additions to oil & gas interests – not subject to depletion		1,800,000
Net loss and comprehensive loss		(700,000	)
Net loss per share – basic and diluted		(0.01	)

The press release further announced that, by reason of our need to restate certain previous financial statements, we would not be able to file our Annual Report on Form 10-K for the year ended December 31, 2007 when due on April 1, 2008 and subsequently, would not be able to file our quarter report on Form 10-Q for the quarter ended March 31, 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 May 12, 2008 our quarter report on Form 10-Q for the period ended March 31, 2008 (the “Quarter Report”).  On May 20, 2008, 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 Quarter 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 Quarter 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.

We are not required at this time to submit an additional plan of compliance in connection with the deficiency of the filing of the quarterly report Form 10-Q.  The Company's Plan of compliance, as accepted by the Exchange on April 30, 2008 demonstrates the ability of GeoGlobal to regain compliance with its filing obligations by July 1, 2008.

As a result of the foregoing, and the Company's delinquent Form 10-K for the year ended December 31, 2007, the Company remains subject to the procedures and requirements for Section 1009 of the Company Guide.  We intend to file the Form 10-K for the year ended December 31, 2007 on or before June 2, 2008 and then intend to file the Form 10-Q for the period ended March 31, 2008 promptly thereafter, thereby bringing us into compliance with Sections 134 and 1101 of the Amex Company Guide.

(b)              On May 12, 2008, we notified the Exchange that we would not file the Quarter Report when due on May 12, 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 8 – Other Events

Item 8.01.  Other Events

On May 27, 2008, we issued a press release stating, among other things, that, because we failed to file the Quarter 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) Press release dated May 27, 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:

May 27, 2008

GEOGLOBAL RESOURCES INC.

(Registrant)

/s/ Allan J. Kent

Allan J. Kent

Executive VP & CFO

EX-99.1

EXHIBIT  99.1

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

CALGARY, Alberta, Canada, May 27, 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 Quarter Report on Form 10-Q for the period ended March 31, 2008 when due, it received, on May 20, 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 quarterly report Form 10-Q is a condition to the continued listing of the Company’s Common Stock on the Exchange.

The Company's Plan of compliance, as accepted by the Exchange on April 30, 2008 demonstrates the ability of GeoGlobal to regain compliance with its filing obligations by July 1, 2008.  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 on or before June 2, 2008.  The Company expects to file its quarter report for the period ended March 31, 2008 promptly thereafter.

At March 31, 2008, the Company remained a development stage enterprise and will not report any revenues for the fiscal period and will report a net loss for the period.  Management's preliminary estimates of certain financial statement items for the period ended March 31, 2008 (unaudited) are approximately as follows:

	US $ (Nearest 100,000) )
Current assets		44,700,000
Restricted cash		4,900,000
Current liabilities		(4,100,000	)
Additions to oil & gas interests – not subject to depletion		1,800,000
Net loss and comprehensive loss		(700,000	)
Net loss per share – basic and diluted		(0.01	)

The Exchange further advised the Company that its failure to file the quarter 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.  As a result of the foregoing, and the Company's delinquent Form 10-K for the year ended December 31, 2007, the Company remains subject to the procedures and requirements for Section 1009 of the Company Guide.  We are not required at this time to submit an additional plan of compliance in connection with the deficiency of the filing of the quarterly report Form 10-Q.

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-Q and 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