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)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-32158
(Commission
File
Number)
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33-0464753
(I.R.S.
Employer
Identification
No.)
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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)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(Former
name or address, if changed since last report)
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):
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US
$
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(000’s)
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Net
loss and comprehensive loss
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1,310
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Net
loss per share – basic and diluted
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0.02
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Current
assets
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48,407
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Restricted
cash
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4,555
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Current
liabilities
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6,080
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Additions
to oil & gas interests – not subject to depletion
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14,639
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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.
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(a)
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(1)
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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.
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(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.
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(a)
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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).
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(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