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)
|
|
[ ]
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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.
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
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44,700,000 | |||
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Restricted
cash
|
4,900,000 | |||
|
Current
liabilities
|
(4,100,000 | ) | ||
|
Additions
to oil & gas interests – not subject to depletion
|
1,800,000 | |||
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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.
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