As Filed with the Securities and Exchange Commission on December 2, 2005
Registration No. 333-                    

Securities and Exchange Commission

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GeoGlobal Resources Inc.

(Exact Name of Registrant as specified in its Charter)

Delaware		33-0464753
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

(Full Title of Plan)

With a Copy to:
William S. Clarke, Esquire
William S. Clarke, P.A.
457 North Harrison Street, Suite 103, Princeton, New Jersey 08540

	Title of								Proposed Maximum					Proposed Maximum
	Securities to be			Amount to be					Offering Price					Aggregate					Amount of
	Registered			Registered					Per Unit					Offering Price					Registration Fee
	Common Stock, $.001 par value				2,117,000					$8.41(1)					$17,803,970					$1,905
	Common Stock, $.001 par value				533,000					$1.01(2)					$538,330					$58
	Common Stock, $.001 par value				400,000					$1.10(2)					$440,000					$47
	Common Stock, $.001 par value				1,000,000					$1.18(2)					$1,180,000					$126
	Common Stock, $.001 par value				50,000					$1.17(2)					$58,500					$6
														Total						$2,142

EXPLANATORY NOTE

     This Registration Statement on Form S-8 relates to the registration of 4,100,000 shares of common stock issuable on exercise of options granted and to be granted under the 1998 Stock Incentive Plan (the “Plan”) to selected employees, non-employee members of the Board of Directors, and consultants or other independent advisors who provide services to GeoGlobal Resources Inc., a Delaware corporation (the “Company”).

     On June 14, 2005, the shareholders of the Company approved the adoption of an amendment to the Plan increasing the number of shares reserved for the grant of options from 3,900,000 to 8,000,000. At June 14, 2005, the Company had granted options with respect to 1,983,000 shares the exercise of which was conditioned on shareholder approval of the amendment of the Plan. This registration statement is filed pursuant to paragraph E of the General Instructions to Form S-8 to register additional securities of the same class as other securities for which a registration statement has been filed on Form S-8 relating to the Plan.

     The contents of the Company’s registration statements on Form S-8 (File Nos. 333-74245, 333-39450 and 333-67720) filed with the Securities and Exchange Commission on March 11, 1999, June 16, 2000 and August 16, 2001, respectively, are incorporated by reference.

Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Calgary, Province of Alberta, Canada on the 1^st day of December, 2005.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Jean Paul Roy		Director, President and Chief Executive		December 1, 2005
Jean Paul Roy		Officer (Principal Executive Officer)
/s/ Allan Kent
(pursuant to power of attorney)
/s/ Allan Kent		Director, Executive Vice President and		December 1, 2005
Allan Kent		Chief Financial Officer (Principal Financial
		and Accounting Officer)
/s/ Brent J. Peters		Director		December 1, 2005
Brent J. Peters
/s/ Allan Kent
(pursuant to power of attorney)
/s/ Peter R. Smith		Director		December 1, 2005
Peter R. Smith
/s/ Allan Kent
(pursuant to power of attorney)
/s/ Michael J. Hudson		Director		December 1, 2005
Michael J. Hudson
/s/ Allan Kent
(pursuant to power of attorney)
/s/ Avinash Chandra		Director		December 1, 2005
Avinash Chandra
/s/ Allan Kent
(pursuant to power of attorney)

GeoGlobal Resources Inc.
Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of GeoGlobal Resources Inc., a Delaware corporation, which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), hereby constitutes and appoints Jean Paul Roy and Allan Kent, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments, including post-effective amendments, to the Registration Statement, including a Prospectus or an amended Prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Jean Paul Roy		Director, President and Chief Executive		December 1, 2005
Jean Paul Roy		Officer (Principal Executive Officer)
/s/ Allan J. Kent		Director, Executive Vice President and		December 1, 2005
Allan J. Kent		Chief Financial Officer (Principal Financial
		and Accounting Officer)
/s/ Brent J. Peters		Director		December 1, 2005
Brent J. Peters
/s/ Peter R. Smith		Director		December 1, 2005
Peter R. Smith
/s/ Michael J. Hudson		Director		December 1, 2005
Michael J. Hudson
/s/ Avinash Chandra		Director		December 1, 2005
Avinash Chandra

GeoGlobal Resources Inc.

REGISTRATION STATEMENT ON FORM S-8

Index to Exhibits

Exhibit Number		Description
4.1		1998 Stock Incentive Plan*
5.1		Opinion of William S. Clarke, P.A.
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of William S. Clarke, P.A. (included in Exhibit 5.1).