Geocom Resources 10QSB 2008 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to __________

Commission file number333-62482

GEOCOM RESOURCES INC.
(Exact name of small business issuer as specified in its charter)

Nevada	98-0349734
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

114 West Magnolia Street, Suite 413, Bellingham, Washington 98225
(Address of principal executive offices)

360.392.2898
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:27,212,788 common shares issued and outstanding as of November 30, 2007

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ ]

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [ ] No [ ]

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GEOCOM RESOURCES INC.

(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

Unaudited

U.S. FUNDS

- 3 -

Geocom Resources Inc.	Statement 1
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
U.S. Funds
Unaudited

		September 30			June 30
ASSETS		2007			2007
Current
Cash and cash equivalents	$	46,112		$	98,496
Marketable securities(note 5)		11,560			19,748
Prepaid expenses and advances		27,393			31,152
		85,065			149,396

Mineral Property Acquisition Costs(note 4)		31,500			31,500
Equipment(note 10)		12,952			13,666
	$	129,517		$	194,562



LIABILITIES
Current
Accounts payable and accrued liabilities	$	147,916		$	182,976
Accounts payable - related parties(note 11)		236,509			203,508
Promissory notes payable to related parties(note 11)		45,000			-
		429,425			386,484




SHAREHOLDERS’ DEFICIENCY
Capital Stock–Statement 2
Common stock(note 6)
Authorized: 100,000,000 with $0.00001 par value
Issued and outstanding: 27,212,788 (27,192,788)		272			272
Additional paid-in capital		5,161,623			5,145,028
Deficit Accumulated During the Exploration Stage		(5,460,818	)		(5,345,880	)
Accumulated Other Comprehensive Income (Loss)		(985	)		8,658
		(299,908	)		(191,922	)
	$	129,517		$	194,562

Going concern(note 2)

- See Accompanying Notes -

- 4 -

Geocom Resources Inc.	Statement 2
(An Exploration Stage Company)
Interim Consolidated Statements of Shareholders’ Deficiency
U.S. Funds
Unaudited

	Shares			Par Value			Additional Paid-in Capital			Deficit Accumulated During the Exploration Stage			Accumulated Other Comprehensive Income (Loss)			Total

Opening Balance	-		$	-		$	-		$	-		$	-		$	-
Shares issued for cash	10,000,000			100			2,400			-			-			2,500
Shares issued for cash	10,000,000			100			274,900			-			-			275,000
Loss for the year	-			-			-			(376,148	)		-			(376,148	)
Balance June 30, 2001	20,000,000			200			277,300			(376,148	)		-			(98,648	)
Shares issued for cash	8,000,000			80			199,920			-			-			200,000
Loss for the year	-			-			-			(125,429	)		-			(125,429	)
Balance June 30, 2002	28,000,000			280			477,220			(501,577	)		-			(24,077	)
Shares returned to treasury	(11,500,000	)		(115	)		115			-			-			-
Conversion of convertible notes	-			-			55,556			-			-			55,556
Loss for the year	-			-			-			(168,528	)		-			(168,528	)
Balance June 30, 2003	16,500,000			165			532,891			(670,105	)		-			(137,049	)
Shares issued for cash	365,854			4			749,996			-			-			750,000
Shares issued with debt conversion	493,678			5			513,420			-			-			513,425
Stock-based compensation	-			-			62,676			-			-			62,676
Loss for the year	-			-			-			(1,082,369	)		-			(1,082,369	)
Balance June 30, 2004	17,359,532			174			1,858,983			(1,752,474	)		-			106,683
Shares issued for cash	3,583,143			35			1,490,020			-			-			1,490,055
Stock-based compensation	-			-			182,746			-			-			182,746
Foreign currency translation	-			-			-			-			1,078			1,078
Loss for the year	-			-			-			(1,582,546	)		-			(1,582,546	)
Balance June 30, 2005	20,942,675			209			3,531,749			(3,335,020	)		1,078			198,016
Shares issued for cash	1,164,643			12			237,541			-			-			237,553
Shares issued for property	150,000			2			31,498						-			31,500
Stock-based compensation	-			-			454,835			-			-			454,835
Foreign currency translation	-			-			-			-			(1,173	)		(1,173	)
Loss for the year	-			-			-			(1,191,880	)		-			(1,191,880	)
Balance June 30, 2006	22,257,318			223			4,255,623			(4,526,900	)		(95	)		(271,149	)
Shares issued for cash	4,880,176			48			829,582			-			-			829,630
Shares issued for finders’ fees	55,294			1			9,399			-			-			9,400
Share issuance costs	-			-			(58,727	)		-			-			(58,727	)
Stock-based compensation	-			-			109,151			-			-			109,151
Foreign currency translation	-			-			-			-			1,550			1,550
Unrealized gains on marketable
securities	-			-			-			-			7,203			7,203
Loss for the year	-			-			-			(818,980	)		-			(818,980	)
Balance June 30, 2007	27,192,788			272			5,145,028			(5,345,880	)		8,658			(191,922	)
Shares issued for cash	20,000			-			5,000			-			-			5,000
Stock-based compensation	-			-			11,595			-			-			11,595
Unrealized losses on
marketable securities and other	-			-			-			-			(9,643	)		(9,643	)
Loss for the period	-			-			-			(114,938	)		-			(114,938	)
Balance September 30, 2007	27,212,788		$	272		$	5,161,623		$	(5,460,818	)	$	(985	)	$	(299,908	)

- See Accompanying Notes -

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Geocom Resources Inc.	Statement 3
(An Exploration Stage Company)
Interim Consolidated Statements of Operations
U.S. Funds
Unaudited

								Inception
		For the Three Months Ended						through
		September 30						September 30
								(unaudited)
		2007			2006			2007
Operating Expenses
Mineral exploration expenditures	$	25,768		$	11,740		$	3,094,582
Oil and gas activities		-			-			42,060
Other general and administrative		89,170			194,520			2,190,561
Loss from Operations		(114,938	)		(206,260	)		(5,327,203	)
Write-down of marketable securities		-			-			(3,375	)
Interest expense		-			-			(130,240	)
Loss for the Period		(114,938	)		(206,260	)		(5,460,818	)

Other Comprehensive Loss
Unrealized losses on marketable securities and other		(9,643	)		-			(985	)
Comprehensive Loss for the Period	$	(124,581	)	$	(206,260	)	$	(5,461,803	)


Loss Per Share
Basic and Diluted	$	(0.00	)	$	(0.01	)


Weighted-Average Shares Outstanding:
Basic and Diluted		27,208,875			23,444,924

- See Accompanying Notes -

- 6 -

Geocom Resources Inc.	Statement 4
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
U.S. Funds
Unaudited

								Inception
		For the Three Months Ended						through
		September 30						September 30
								(unaudited)
`
		2007			2006			2007
Cash Flows from Operating Activities
Loss for the period	$	(114,938	)	$	(206,260	)	$	(5,460,818	)
Adjustments to reconcile loss to cash
used in operating activities:
Amortization of discount on notes payable		-			-			55,556
Depreciation		714			946			11,503
Shares received for properties		-			-			(15,920	)
Write-down of marketable securities		-			-			3,375
Common shares issued for services		-			-			275,000
Common shares issued for interest expense		-			-			13,425
Stock-based compensation		11,595			74,978			821,002
Change in non-cash working capital:
Other current assets		3,759			(6,192	)		(27,393	)
Accounts payable and accrued liabilities		(2,059	)		30,619			384,425
Exploration advances payable		-			544			-
		(100,929	)		(105,365	)		(3,939,845	)
Cash Flows from Investing Activities
Purchase of equipment		-			-			(24,455	)

Cash Flows from Financing Activities
Proceeds from notes payable		-			-			500,000
Proceeds from notes payable – related parties		45,000			-			253,786
Repayment of notes payable – related parties		-			-			(253,786	)
Proceeds from advances – related parties		-			-			163,982
Repayment of advances – related parties		-			-			(118,982	)
Issuance of common stock, net of issuance costs		5,000			422,140			3,465,412
		50,000			422,140			4,010,412

Effects of exchange rates on cash		(1,455	)		612			-

Net Change in Cash and cash equivalents		52,384			317,387			46,112
Cash – Beginning of period		98,496			131,812			-
Cash – End of period	$	46,112		$	499,199		$	46,112

Supplemental Cash Flow Information
Interest paid	$	-		$	-		$	61,259

Summary of Non-Cash Investing
and Financing Transactions
Shares issued for mineral properties	$	-		$	-		$	31,500
Shares received for mineral properties	$	-		$	-		$	15,920
Shares issued for finders’ fees – equity financings	$	-		$	-		$	9,400
Shares issued on conversion of notes payable	$	-		$	-		$	513,425

- See Accompanying Notes -

- 7 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited


1.	Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Geocom Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended June 30, 2007 as reported in Form 10-KSB, have been omitted.


2.	Going Concern

Geocom's interim consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates that the Company will continue in operation for the foreseeable future and will realize its assets and liquidate its liabilities in the normal course of business. However, Geocom has no current source of revenue, recurring losses, a working capital deficit of $344,360, and a deficit accumulated during the exploration stage of $5,460,818 as of September 30, 2007. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Geocom's management relies on continued financial support from related parties and plans on raising cash from public or private debt or equity financing, on an as-needed basis and in the longer term(note 12), revenues from the acquisition, exploration and development of mineral interests, if found. Geocom's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests. The successful outcome of future activities cannot be determined at this time. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

- 8 -

3.	Recent Accounting Pronouncements

In June 2006, the FASB issued Accounting for Uncertain Tax Positions – an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company’s tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. The Company adopted this statement effective July 1, 2007 and management has determined that there has been no material impact on the Company’s financial statements since its adoption.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands fair value disclosures. The standard does not require any new fair value measurements. This standard is effective for fiscal years beginning after November 15, 2007. Management is currently assessing the impact on the Company’s financial statements.

- 9 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

4.	Exploration Properties

Geocom entered into an option agreement dated November 29, 2005 with Latin American Minerals Inc. (“Latin American”) in respect of its La Carolina project, located in Argentina. TNR Gold Corp. (“TNR) is also a party to the agreement as is its wholly owned subsidiary, Compania Minera Solitario Argentina S.A. (“Solitario”) which currently holds title to the property. The Company’s chief financial officer is a director of TNR. The option agreement requires Latin American to pay a total of $125,000 and issue a total of 125,000 shares to Geocom and TNR, as to equal parts, over a period of four years. The Company has received $25,000 and 25,000 shares (fair value $11,560) to September 30, 2007. Pursuant to the option agreement, Latin American has the right to earn an undivided 75% interest in the property by making the cash and share payments and by incurring a total of $1,000,000 in exploration expenditures on the property over a period of five years. Latin American is entitled to earn a 37.5% interest in the property upon incurring $500,000 in exploration expenditures and by paying a total of $62,500 in cash and issuing 62,500 shares.

Geocom acquired its option to earn a 75% working interest in the La Carolina property from TNR in 2003. To vest its interest in the property, the Company was required to make a total of $2,000,000 in exploration expenditures as well as issue shares to TNR. Geocom spent a total of $616,676 on the property. To facilitate the option agreement with Latin American, TNR and Geocom mutually agreed to renegotiate the terms of the La Carolina option agreement such that: Geocom has fully vested its interest in the project; Geocom reduces its vested interest from the originally contemplated 75% to 50%, effective November 29, 2005; Geocom issued 150,000 shares to Solitario; and TNR agrees that such issuance is compensation to TNR and Solitario for its agreement. In addition, the Company and TNR agree to manage the project via management committee and acceptable budgets, subject to the option agreement held by Latin American. The value of the 150,000 shares issued to TNR ($31,500) has been capitalized as an acquisition cost in these financial statements.

On January 24, 2005, MGRC signed an agreement to earn a 55% interest on the Escorpion gold property from Minera Canela S.A. The property is situated in the fourth region Province of Choapa in Chile. To earn its 55% interest, Geocom must spend $1,700,001 over four years on exploration and development and with a firm commitment to spend $150,001 (completed - $236,678) in exploration on the property on or by December 31, 2005. Although 2005 drill results confirmed the presence of gold in multiple zones, the ore potential was judged insufficient, at that time, to merit additional expenditures. Although the Company relinquished its option on the property in the 2007 fiscal year, it has reopened discussions with the owners due to a re-evaluation of the geology and mineral occurrence type and because the recent increase in gold prices may allow for delineation of high-grade zones of lower tonnage than originally envisioned.

- 10 -

The Company has signed an exploration venture with option to participate agreement with Kinross Gold Corporation (“Kinross”) whereby Geocom and Kinross will jointly explore certain areas in Chile, with any properties acquired being transferred into a separate Chilean company on a 50/50 ownership basis. The Company is the manager of the exploration venture and as such recommends the specific projects to be staked and acquired. Kinross will have the option, subject to certain conditions, to earn an additional 20% interest in each new company by spending an additional $250,000 on the specific project of that newly incorporated Chilean company. Kinross will be granted 500,000 share purchase warrants by the Company for each new Chilean subsidiary incorporated, with minimum term of 3 years and at a price equal to 80% of the average share price for the preceding 30 day period. As at September 30, 2007, the Company and Kinross have each fully funded their respective $551,014 amounts, representing each parties full share of the initial exploration budgets. To date no projects have been identified, which have been staked or acquired and transferred into a separate Chilean company.

If Kinross elects not to participate in the acquisition and continued exploration of a recommended target property, we may acquire the property on our own behalf. However, Kinross shall retain a back-in right to recover a 50% interest if and when property expenditures reach $500,000 by reimbursing our company for two-thirds of our expenditures on that property.

On May 20, 2003, Geocom entered into an agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP Minerals International Exploration Inc.'s (BHP) Iliamna Project in Alaska(note 12). The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with an obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production.

- 11 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

4.	Exploration Properties– Continued

On October 31, 2003, Geocom announced the staking of two gold and base metal projects in Chile. The Santa Rosa and Marcelita properties are located in the Zapallar mining district, southeast of Copiapó, Tierra Amarilla County, Region III, Chile. The Corporation controls 100% of the property staked(note 12).

On February 16, 2004, Geocom announced the acquisition, by staking, of various claims that provide a 100% interest in several sediment hosted copper and gold occurrences.


5.	Marketable Securities

The Company holds 25,000 shares of Latin American Minerals Inc.(note 4), the fair value of which is $11,560 as at September 30, 2007 (June 30, 2007 - $19,748). In accordance with FAS 115, the Company has classified these securities as Available for Sale and records unrealized gains and losses as other comprehensive income.


6.	Capital Stock

Geocom’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.00001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available.

Details of the issued and outstanding capital stock as at September 30, 2007 are as follows:

	Shares		Par Value		Additional Paid in Capital
Balance – beginning of period	27,192,788	$	272	$	5,145,028
Issued and fully paid:
Exercise of warrants	20,000		-		5,000
Stock-based compensation (Note 8)	-		-		11,595
Balance – end of period	27,212,788	$	272	$	5,161,623

- 12 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

7.	Stock Options

Geocom has adopted a stock option plan under which 1,700,000 shares of the Company’s common stock have been reserved for issuance. The plan provides for vesting provisions of 20% on the date of grant, and 20% every six months thereafter. The maximum term of any grant is 10 years.

Option activity was as follows for the periods ended September 30:

	2007		2006
		Weighted-		Weighted-
		average		average
	Options	exercise price	Options	exercise price
Balance – beginning of
period	1,230,000	$ 0.26	1,445,000	$ 0.25
Granted	-	$ -	-	$ -
Exercised	-	$ -	-	$ -
Expired	(575,000)	$ 0.25	-	$ -
Balance – end of period	655,000	$ 0.28	1,445,000	$ 0.25
Exercisable at end of period	458,000	$ 0.26	1,231,000	$ 0.25

Information about the options outstanding at September 30, 2007 is as follows:

		Weighted average
		remaining
Exercise Price	Options	life in years	Exercisable	Expiry
$ 0.25	200,000	0.19	200,000	December 8, 2007
$ 0.25	165,000	1.33	92,000	January 27, 2009
$ 0.25	125,000	1.47	100,000	March 20, 2009
$ 0.35	125,000	2.09	50,000	November 1, 2009
$ 0.35	40,000	2.26	16,000	January 2, 2010
	655,000	1.21	458,000

- 13 -

8.	Stock Based Compensation

For the periods ended September 30, the Company issued stock options to its directors, officers and employees and recognized stock-based compensation as follows:

		2007		2006
Total options granted		-		-
Average exercise price	$	-	$	-
Estimated fair value of compensation	$	-	$	-
Estimated fair value per option	$	-	$	-

- 14 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

8.	Stock Based Compensation– Continued

The fair value of the stock-based compensation to be recognized in the accounts has been estimated using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions:

	2007	2006
Risk-free interest rate	-	-
Expected dividend yield	-	-
Expected stock price volatility	-	-
Expected option life in years	-	-

The company has recorded stock-based compensation for the options that vested during the period as follows:

		2007		2006
Number of options vested in period		66,000		201,000
Stock-based compensation expense	$	11,595	$	74,978

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the Company’s stock. Changes in these assumptions can materially affect the fair value estimated, and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants.

- 15 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

9.	Stock Warrants

Warrant activity for the periods ended September 30 is as follows:

	2007				2006
				Weighted-			Weighted-
				average			average
	Warrants			exercise price	Warrants		exercise price
Balance – beginning of
period	4,955,470		$	0.50	2,797,500	$	0.25
Issued	361,524		$	0.50	2,546,470	$	0.50
Exercised	(20,000	)	$	0.25	-	$	-
Expired	-		$	-	-	$	-
Balance – end of period	5,296,994		$	0.50	5,343,970	$	0.37

Exercisable at end of period	5,296,994		$	0.50	5,343,970	$	0.37

At September 30, 2007, the Company had share purchase warrants outstanding to purchase common shares as follows:

Shares	Exercise Price	Expiry Date
2,483,176	$ 0.50	August 23, 2008
416,818	$ 0.50	August 23, 2008
2,397,000	$ 0.50	January 8, 2009
5,296,994

- 16 -

10.

Equipment

Geocom’s fixed assets consist of computer equipment, office furniture, and exploration equipment. The fixed assets are depreciated using the straight-line method with useful lives ranging from 3-5 years. Details are as follows:

						September 30		June 30
						2007		2007
				Accumulated		Net Book		Net Book
		Cost		Amortization		Value		Value
Furniture and fixtures	$	692	$	637	$	55	$	90
Computer equipment		6,325		6,325		-		-
Exploration equipment		17,793		4,896		12,897		13,576
	$	24,810	$	11,858	$	12,952	$	13,666

- 17 -

Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

11.

Related Party Transactions

Geocom has month to month service agreements with related parties. Currently, four directors each receive $500 per month and one director receives $7,500 per month for services performed on behalf of the Company. The Company has paid or accrued $28,500 and $45,000 for services provided by these related parties for the three months ending September 30, 2007 and 2006, respectively.

On July 12, 2007 John Hiner, an officer and director, loaned the Company $20,000 under the terms of a promissory note. The note has an interest rate of 10%, and is a demand note with no set maturity. On July 31, 2007 Talal Yassin, a director, loaned the Company $25,000 under the terms of a promissory note. The note has an interest rate of 10% per annum, and is a demand note with no set maturity.

The Company has an option agreement on the La Carolina project with a company in which Geocom’s Chief Financial Officer is a shareholder and director(note 4). At September 30, 2007, accounts payable includes $46,170, which has been billed by this company for exploration expenditures incurred on properties held jointly.

The above transactions were conducted in the normal course of operations and were measured at the exchange amount, which is the amount of consideration agreed upon between the Company and the related parties.

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Geocom Resources Inc.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

September 30, 2007

U.S. Funds

Unaudited

12.

Subsequent Events

October 18, 2007, the Company reached provisional agreement with Goldmark Minerals Ltd. regarding the sale of 100% of the Company’s interest in the Iliamna project and a 49% interest in the Santa Rosa and Marcelita project for $200,000. Closing of the agreement is pending the receipt of satisfactory title opinions from Goldmark’s outside counsel. The Company will retain a right of first refusal to acquire up to a 15% of BHP’s current interest in the Iliamna project if BHP elects to transfer or sell its interest. Goldmark will also have the right to participate on an equal basis with the Company on its general reconnaissance programs in Chile and the Kinross exploration venture by providing its equal share of the exploration budgets.

On November 14, 2007, the Company closed a private placement consisting of 500,000 units at a price of $0.20 per unit. Each unit consists of one common share of the Company and one warrant entitling the holder to purchase one additional share at a price of $0.25.

On November 20, 2007, the Company closed a private placement consisting of 1,250,000 units at a price of $0.20 per unit. Each unit consists of one common share of the Company and one warrant entitling the holder to purchase one additional share at a price of $0.25.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
the potential for delays in exploration or development activities or the completion of feasibility studies;
risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
risks related to commodity price fluctuations;
the uncertainty of profitability based upon our history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
risks related to environmental regulation and liability;
risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
risks related to tax assessments;
political and regulatory risks associated with mining development and exploration; and
other risks and uncertainties related to our prospects, properties and business strategy.

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This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on our management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to shares of our common stock and the terms “we”, “us”, “our company” and “Geocom” mean our company, Geocom Resources Inc., a Nevada corporation, and our Chilean subsidiary, Minera Geocom Resources-Chile Limitada.

Overview

Corporate History

We were incorporated in the State of Nevada on June 19, 2000 under the name of Commerce Direct Inc. with authorized capital of 100,000,000 shares of common stock with a par value of $0.00001. On April 20, 2001, we changed our name to Geocom Resources Inc.

We have one subsidiary, Minera Geocom Resources-Chile Limitada, a Chilean corporation incorporated on October 16, 2003, which we formed for the purpose of acquiring and exploring natural resource properties in Chile.

Our Business

We are in the mineral resource business. This business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities, and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. Our company is in the early exploration stage.

The earliest stage is the identification of a potential prospect through either the discovery of a mineralized showing on that property or as the result of a property being in proximity to another property on which exploitable resources have been identified, whether or not they are or have in the past been extracted.

After the identification of a property as a potential prospect, the next stage is normally the acquisition of a right to explore the area for mineral resources. This can consist of the outright acquisition of the land or the acquisition of specific, but limited, rights to the land (e.g., a license, lease or concession). After acquisition, exploration would probably begin with a surface examination by a prospector or professional geologist with the aim of identifying areas of potential mineralization, followed by detailed geological sampling and mapping of this showing with possible geophysical and geochemical grid surveys to establish whether a known trend of mineralization continues through un-exposed portions of the property (i.e., underground), possibly trenching in these covered areas to allow sampling of the underlying rock.

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Exploration also commonly includes systematic regularly spaced drilling in order to determine the extent and grade of the mineralized system at depth and over a given area, as well as gaining underground access by ramping or shafting in order to obtain bulk samples that would allow one to determine the ability to recover various commodities from the rock. Exploration might culminate in a feasibility study to ascertain if the mining of the minerals would be economic. A feasibility study is a study that reaches a conclusion with respect to the economics of bringing a mineral resource to the production stage.

We have earned a 52.5% undivided interest in one property and a 35.7% undivided interest in a second property at Iliamna, Alaska covering approximately 31,340 acres (12,683 hectares) in total. We own a 50% beneficial interest in the La Carolina property in Argentina covering approximately 2,030 hectares. We also own four properties in northern Chile, the Santa Rosa property, the Marcelita property, the Cucarache property and the Escorpion property. In addition, we are conducting reconnaissance and exploration activities in regions 10 and 11 in Chile through the use of an extensive, regional database. We intend to continue these reconnaissance and exploration efforts with the expectation of acquiring additional mineral properties. We have recently entered into an agreement with Goldmark Minerals Ltd. in which we have agreed to sell, subject to conditions, 100% of our interest in the Iliamna project and 40% of our interest in the Santa Rosa and Marcelita properties, both located in Chile.

There is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or exploit those resources. Even if we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit would constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled “Risk Factors” of this quarterly report, for additional information about the risks of mineral exploration.

La Carolina Project, San Luis, Argentina

Subject to the right of Latin American Minerals Inc. (TSX-V:LAT) to earn an interest in the La Carolina project pursuant to the written agreement discussed below, we own a 50% beneficial interest in the La Carolina project, located in San Luis Province, Argentina. The other 50% beneficial interest in this project is currently owned by TNR Gold Corp. (formerly, TNR Resources Inc.). Legal title to the La Carolina project is held in the name of Compania Minera Solitario Argentina S.A., a wholly-owned subsidiary of TNR Gold.

On October 26, 2005, we entered into an agreement with TNR Gold Corp., Compania Minera Solitario Argentina S.A. and Latin American Minerals Inc., a Canadian public company (TSX-V:LAT), whereby Latin American acquired an option to earn up to a 75% interest in the La Carolina project. This agreement provides that Latin American will earn its 75% interest in the La Carolina project if it spends not less than $1,000,000 on exploration of the property over a five-year period, makes cash payments to our company and TNR Gold totalling $125,000 and issues an aggregate of 125,000 shares of its common stock to our company and TNR Gold (to be shared on a 50/50 basis), in accordance with the following table:

Payment due date	Cash Payment	Share issuance
April 5, 2006	US$25,000	25,000 common shares
April 5, 2007	US$25,000	25,000 common shares
April 5, 2008	US$25,000	25,000 common shares
April 5, 2009	US$25,000	25,000 common shares
April 5, 2010	US$25,000	25,000 common shares

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In addition, if and when Latin American earns its 75% interest in the La Carolina project it will be required to issue an additional 50,000 common shares (100,000 in total) in its capital stock to each of our company and TNR Gold.

As of the date of this quarterly report on Form 10-QSB, Latin American has issued the 25,000 common shares due to be issued, and has made the cash payments of $25,000 due to be paid, on each of April 5, 2006 and April 5, 2007.

At such time as Latin American has spent $500,000 exploring the property, has paid an aggregate of $62,500 in cash and has issued an aggregate of 62,500 shares of its common stock to our company and TNR Gold (which is to be shared between our company and TNR Gold as to 50% each), Latin American will have earned a 37.5% interest in the La Carolina project.

Until Latin American earns its interest in the La Carolina property or the option expires without having been paid for, we do not plan to spend any of our company’s resources on further exploration of the La Carolina project. During this period of time we expect Latin American to expend its resources on the continued exploration of this property.

The October 26, 2006 option agreement with Latin American provides that if Latin American earns its 75% interest in the La Carolina project, then our company, together with TNR Gold and Latin American, will form a joint venture in which Latin American will have a 75% participating interest and each of our company and TNR Gold will have a 12.5% participating interest. Should either of our company or TNR Gold fail to participate in an approved program, that party’s interest would be diluted. If one of the joint venture partners is diluted to a 10% interest, then its participating interest will immediately and automatically convert to a 1% NSR. The joint venture agreement will also provide us with an option to purchase the 1% NSR at anytime for $1,000,000.

Legal title to the La Carolina project will remain in the name of Compania Minera Solitario Argentina S.A. until Latin American has earned the full 75% interest in the La Carolina project.

Property and Claims

La Carolina is comprised of the following 13 claims:

Name	File Number	Registered Holder	Claim Type	Size hectares	Date Granted
Atenea	672-D-88	TNR Gold Corp.	Mina	200	7/6/1999
Afrodita	276-V-87	TNR Gold Corp.	Mina	100	7/6/1999
Adonis	673-D-88	TNR Gold Corp.	Mina	200	7/6/1999
Arbol de Anibal	441-C-85	TNR Gold Corp.	Mina	100	7/6/1999
Arbolito	677-D-88	TNR Gold Corp.	Mina	12	7/6/1999
Penélope	538-C-88	TNR Gold Corp.	Mina	100	7/6/1999
Baco	674-D-88	TNR Gold Corp.	Mina	100	7/6/1999
Carolina II	863-C-2003	TNR Gold Corp.	Mina	100	7/6/1999
Carolina III	864-C-2003	TNR Gold Corp.	Mina	100	7/6/1999
Carolina IV	865-C-2003	TNR Gold Corp.	Mina	500	7/6/1999
Carolina V	932-C-2003	TNR Gold Corp.	Mina	100	8/15/2003
La Estancia II	775-C-2003	TNR Gold Corp.	Mina	18	3/12/2003
Retro	705-B-98	TNR Gold Corp.	Mina	400	7/21/2002
		Total		2030

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Location and Access

La Carolina is located at an elevation of 1,600 meters in San Luis Province, in central Argentina, some 65 kilometres north-east of the city of San Luis, and 730 kilometres west-northwest of Buenos Aires, in San Luis Province, Argentina. The project is centred on latitude 32 49' south and longitude 66 01' 32" west (Gauss Kruger 6369200 N 3497600 E).

The property is easily accessible year round by paved roads leading from the provincial capital of San Luis. A paved road crosses the property. A network of gravel and dirt roads provide access throughout the project area.

Property Topography

The topography at the La Carolina project consists of low but locally steep hills, with elevations ranging from 1,600 meters to 1,980 meters above sea level. Vegetation consists mainly of scrub brush. The climate features hot summers and warm winters. The region is very dry all year with average yearly precipitation at 3.66 inches. Due to the mild weather, low altitude, and the paved access road bisecting the property, surface and underground exploration can be conducted on a year-round basis.

Property Geology

The La Carolina project is located in the westernmost side of the 80 kilometer-long northwest-trending tertiary (Mio-Pliocene) volcanic belt in the geologic province of Sierras Pampeanas in San Luis province, Argentina. This volcanic belt is comprised of potassium-rich intrusive and extrusive volcanic rocks.

The volcanic field at the La Carolina project is comprised of multiple shallow intrusive centers, conforming autoclastic breccias, hydrothermal breccias and phreatomagmatic breccias. Mineralization is vein hosted as well as disseminated. Generally mineralization is hosted in the structures developed within the intrusive volcanic field.

Sulfide mineralization is widespread in hydrothermal breccias and explosion breccias or is present as a fine stockwork throughout the autoclastic flow breccia. It is dominated by pyrite, arsenopyrite, pyrrhotite, marcasite, sphalerite, galena, wurzite, tennantite-tetrahedrite and chalcopyrite.

The alteration features correspond to a volcanic-hosted epithermal gold deposit of adularia-sericite type, which are minerals indicative of a high-potassium mineralizing system.

We have not obtained a geologist or mining engineer's report on the property.

Compliance with Government Regulation

Pursuant to our October 26, 2005 agreement with Latin American (see discussion, above), Latin American is required to ensure that the project complies with all governmental and environmental regulations applicable to it. To our knowledge, the property currently complies with these regulations.

Prior Work

There are numerous old workings and prospect pits on the property. The area was the site of substantial alluvial gold mining in the creeks and ravines in the area. Gold found in the placer deposits was coarse, an indication of a proximal hard rock source. However, a source for the placer deposits has yet to be delineated.

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The government of Argentina conducted minimal exploration activities in the period 1978-1984. In 1986 the government of Argentina designated a 20-square kilometre area in the Carolina - Canada Honda mining district as a mineral reserve. In 1999, the government of Argentina released the property to the public. Compania Minera Solitario Argentina S.A., a wholly owned subsidiary of TNR Gold, acquired the La Carolina property by staking claims on the property.

Explorations

We began our exploration of the La Carolina project in the fall of 2003. Utilizing a property-wide database assembled from information on stream sediment and rock chip sampling, previous drilling by the Argentine government, and mapping conducted by various parties, we chose several promising areas to conduct exploration work to confirm known target areas and to identify new exploration targets. This database confirmed at least three distinct types of mineralization in separate geologic settings at the property. Our personnel visited the property and conducted mapping, sampling, and geochemical studies.

Our fieldwork in 2003 led to the creation of our drilling program for 2004. By September 1, 2004, we had completed a 15 hole core drilling program at the Estancia, Cerro Mogote, Cerro Pajaros, and El Camino showings. Anomalous gold was encountered in 13 of 15 drill holes, and appeared to confirm the shear-zone hosted nature of the mineralization. We have not undertaken any additional exploration work at La Carolina since the completion of the 2004 drilling program.

There are no known reserves on the La Carolina property.

Iliamna Project, Alaska, USA

Property and Claims

The Iliamna project is comprised of three block mining claims identified as the “D”, “H” and “S” claims covering approximately 31,340 acres (12,683 hectares) located in the Kuskokwin district of Western Alaska.

Agreement and Terms

On May 7, 2003, we entered into an agreement with TNR Gold and BHP Minerals International Exploration Inc. granting to our company the option to farm-in to 75% of the interest that TNR Gold is entitled to earn in the Iliamna project. TNR Gold has, in its turn, a farm-in agreement with BHP Minerals International pursuant to which TNR Gold can earn a 70% interest in the Iliamna project. Upon exercising our option, we would hold a 52.5% undivided interest in the Iliamna project. To earn our 75% interest in TNR Gold’s farm-in agreement (such that we would have a 52.5% net undivided interest in the Iliamna project), we were required to spend US $500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004.

Our interest in the Iliamna project was subject to the right of BHP Minerals International to reacquire an undivided 70% interest in the Iliamna project subject to an obligation to fund the Iliamna project through a formal feasibility study. BHP Minerals International could have earned an additional 10% undivided interest in the Iliamna project by agreeing to arrange the financing necessary to bring the project into commercial production. However, BHP did not exercise its option to back in prior to expiry of the six month notice period.

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On December 9, 2004, we amended our agreement with TNR Gold and BHP to provide that both we and TNR Gold can farm-in to interests in the “D”, “H” & “S” claims separately, with each claim block having independent work obligations. We and TNR Gold also agreed to inform BHP Minerals International whether we and TNR Gold would commit to drill two drill holes of not less than 250 meters each on the “D” claims. If we elected not to drill these two holes, our option to earn an interest in the “D” claims would terminate; however, such a negative election would not affect our rights to earn an interest in the “H” & “S” claims. We also agreed to drill no less than three 250-meter holes on the “H” claims on or before December 31, 2005.

As of December 31, 2006 the required work and expenditures were completed at the D Claims, and a report of activities was prepared and delivered to the partners on December 10, 2006.Our equity interest in both the D and the H Claims has now vested. A formal venture agreement is under preparation for both the D Claims and the H Claims projects.

We planned to again drill in the “D” claims in our 2005 drilling program; however, there was no work completed on the property in 2005 due to permit delays, inclement weather and equipment constraints. We commenced drilling in the “D” claims early in 2006. We drilled two 250 meter core holes to test a large geophysical anomaly underlying the “D” claims. A further two holes were drilled on the D claims in June, 2006. The cost of the program was approximately $350,000. This project was completed in June 2006. Subsequent results and final report indicated no substantial accumulations of potentially economic metals. Initial analysis suggests that geophysical anomalies at the D claims were reflective of pyrite in metasedimentary rocks. As of September 30, 2007, we have spent a total of $1,341,950 on the Iliamna project.

We have now completed our obligations as per the option agreement on the Iliamna project and have earned a 52.5% interest in each of the “H” and “S” block mining claims and a 37.5% interest in the D claims located in Iliamna, Alaska. No work was completed on the H and S claims blocks, and work was either carried forward from previous expenditures or payment in lieu of work was made to retain the claims.

October 18, 2007, we reached provisional agreement with Goldmark Minerals Ltd. regarding the sale of the Iliamna project. Closing of the agreement is subject to the receipt of satisfactory title opinions from Goldmark’s outside counsel.

Location and Access

The Iliamna project is located in the Kuskokwin district in western Alaska, about 50 miles east-northeast of Dillingham. There are no roads in the area. Access to the northern part of the project can be had via barge to Koliganek, with helicopter transport to the claims thereafter. Access to the southern part of the project is possible via helicopter from Igiugig, a small fishing and barge village located on the western shore of Lake Iliamna at the mouth of the Kvichak River.

Property Topography

The Iliamna project is situated within southwest Alaska, with elevations ranging from 15 meters above sea level to 200 meters above sea level. The project area is low-lying, and topography is flat. Vegetation consists entirely of tundra made up of moss, low scrub brush, and stunted spruce growth. The climate features warm summers and cold winters. The coastal region is fairly moist in the summer. The area receives about 26 inches of rainfall during the year, and about 65 inches of snow. The recommended field

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exploration season is from June to October, although year-round helicopter access provides for drilling or underground exploration on a year round basis.

Property Geology

The main rock types occurring in the surrounding area are upper triassic andesites and andesitic breccia and tuffs of the Karmutsen Formation, Vancouver Group, which are intruded by granodiorite of the early to middle Jurassic. The rocks are cut by northwest trending faults, which typically show intense shearing and local sericitization, silicification and pyritization. Planar quartz veinlets trend northeast through andesitic breccias and flow near the contact with granitic intrusives. The veinlets dip steeply and vary from 0.1 to 10 centimetres thick. Veins comprise coarsely crystalline quartz, calcite and sulphides. The veins are locally silicified.

Compliance with government regulation

The property is governed by the state of Alaska and managed by the state of Alaska Department of Natural Resources, and permits for exploration and development activities will be approved through this state agency. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Alaska.

We have paid the applicable rental fees required by Alaskan mining regulations for the staking of the property, which extends the Iliamna claims until November 30, 2008. The annual state rentals for the Alaska State mining claims are $100 per 160 acre quarter section or $25 per 40 acre quarter-quarter section and annual rental payments are due on November 30^th of each year. We are current in payment of any rentals due to the State of Alaska. Annual assessment work of $400 per 160 acre quarter section or $100 per 40 acre quarter-quarter section must also be performed by us in order to keep the claims in good standing, or a total of approximately $76,800 must be spent in labor costs or paid in lieu to maintain the claims in good standing. The claims are in good standing, as all applicable payments have been made.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time as we do not know the size, quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position.

Previous Work

In 2000, Rio Algom Exploration Inc. began exploring for supergene enriched porphyry copper deposits in south-western Alaska. During the year, Rio Algom conducted an airborne magnetic survey, which identified three regional magnetic anomalies. An induced polarization-resistivity survey was conducted on selected targets after which Rio Algom staked claims to cover the geophysical anomalies. Subsequent to claim staking, Rio Algom was acquired by BHP Minerals International.

Exploration of the Iliamna Property

Rio Algom’s reconnaissance-level airborne magnetic studies defined a large anomaly in western Alaska. Follow up ground-based geophysical analysis confirmed the regional anomaly and further defined target areas for additional work. Because the area is completely covered by recent glacial till and glacially derived materials, the standard progression of exploration has been foreshortened, and drilling is required to test the validity of the geophysical anomaly.

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We commenced our exploration of the Iliamna property in 2003. We completed a drill program of four core holes: two holes were drilled in the “H” claims (the southern anomaly) and two holes were drilled in the “D” claims (the northern anomaly). The program was intended to test two buried targets within a large, coincident geophysical anomaly previously defined by a regional airborne magnetic survey and confirmed by on-ground reconnaissance electrical resistivity activity. At the "H" claims, drill hole IL-03-H-01 encountered bedrock at 220 feet, and was drilled to a final depth of 685 feet. Drill hole IL-03-H-02 was drilled about 0.6 miles southwest of the first hole, at a -70 degree angle, and encountered quartz diorite intrusive at 280 feet, which continued to a total depth of 835 feet. At the "D" claims, the two holes were terminated at 428 feet and 330 feet in glacial sands, and did not reach bedrock due to adverse drilling conditions. Estimates of depth to bedrock in this area, based on geophysical data, were substantially shallower. As a result, we have asked our geophysicists to review the original data for an explanation of the disparity. After review, the geophysicist maintained his estimate of bedrock depth, with allowance for local variations in depth to the top bedrock. Subsequent 2006 drilling in different locations from original 2004 sites at the D claims encountered bedrock at 231 feet and 248 feet in two holes. Both holes bottomed in pyritic metasedimentary rocks at 820 feet, and no concentrations of potentially economic gold or copper were intercepted.

During September, 2004, we completed a detailed geophysical survey over the “H” claims. The survey consisted of a three-dimensional induced polarization-resistivity study of the area drilled in 2003. The purpose of the survey was to determine sulfide mineral concentrations in rock masses since such masses can reflect copper-gold mineralization and aid drill target delineation. Forty-seven line kilometres of grid were surveyed, encompassing the area surrounding the two discovery diamond holes completed in 2003. The survey delineated several anomalies for follow-up exploration.

In the fall of 2004, we followed-up this geophysical survey with a four-hole 1,006 meter drill program on the “H” claims. We expanded the knowledge initially developed in our 2003 drill program and the three-dimensional induced polarization-resistivity survey of the area. Geologic logs show that pyrite-chalcopyrite-molybdenite mineralization was intersected in all four widely spaced holes. In conjunction with the two holes drilled in 2003, we believe that the mineralized area now covers a minimum of 700 meters by 1,500 meters. A flat-lying fracture system containing narrow quartz veins is present in all holes and contains the bulk of the fracture-controlled mineralization. These flat fractures and veins also appear to be a principal control on the distribution and intensity of the alteration zones. The types and style of the alteration encountered indicates that the drilling so far has located only the distal portions of a potentially very large system.

We did not do any of the work planned for our 2005 drilling program due to permit delays, inclement weather and equipment constraints. We commenced drilling the “D” claims early in 2006. We drilled two 250 meter core holes to test a large geophysical anomaly underlying the “D” claims. A further two holes were drilled on the D claims in June, 2006. The subsequent report documented the drilling of two core holes, neither of which encountered potentially economic mineralization. The cost of the program was estimated to be $350,000. This project was completed in June 2006. Total project cost to date is $1,341,950. For information on our plans for this property over the next 12 months, please see the section of this quarterly report on Form 10-QSB entitled“Plan of Operations” beginning at page 22. Subsequent results reported no substantial accumulations of metals. Initial analysis suggests that geophysical anomalies at the D claims were reflective of pyrite in metasedimentary rocks. In consultation with our partners TNR Gold Corp., and BHP Minerals International, we are evaluating whether additional geophysical methods could be employed to better define drill targets.

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There are no known reserves on the Iliamna property and any proposed program by us is exploratory in nature. There is no assurance that a commercially viable mineral deposit exists in the Iliamna property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

Escorpion Property, Chile

On January 10, 2005, through our wholly-owned subsidiary, Minera Geocom Resources-Chile Limitada, we acquired an option to earn a 55% interest on the Escorpión property from Minera Canela Limitada, a Chilean mining company.

Location and Access

The Escorpión property is located in the coastal range of Region IV of Coquimbo, Chile, 318 kilometres to the north of Santiago, 94 kilometres to the north of the coast town of Los Vilos and 15 kilometres to the northeast of the Town of Canela Baja town. The Escorpión property is located in the Canela district, on the Canela Baja 1:50.000 mapsheet, between 700-800 meters above sea level. Access to the Escorpión property is possible from Santiago through the Pan-American Highway (Route 5) and secondary paved roads east to the town of Canela Baja. The Escorpión property is centered at UTM (Universal Transverse Mercator) co-ordinates 6530500N and 280500E, Zone 19 South.

The Escorpión property is easily accessible year round by paved roads leading from Canela Baja, while a network of gravel roads and drill tracks provide access throughout the project area. Numerous dirt roads traverse the majority of the property itself.

Property and Claims

The Escorpion Property includes two previously operated gold mines, the Merceditas and the Chululera. Additionally, the property has extensive prospect activity, ranging from small trenches and pits to several small adits (an adit is a mine opening) and substantial glory holes (a glory hole is a prospect pit).

The known showings on the Escorpión property cover an area of approximately 150 meters by 2,200 meters, and form a corridor trending north-northeasterly across the property. These showings are known as the Merciditas, Chululera, Escorpión, Amax, Crystal and Crystal South showings and have received varying degrees of attention. Two of the zones, the Merceditas and the Chululera, have been mined in the past. Underground and surface workings are present at both locations; however, records of the ore removed and gold recovered are not available. Previous sampling conducted in 2003 showed gold grades in the underground workings of up to 12 grams per tonne (0.35 oz/ton Au) over widths of several meters and dump grab samples of up to 26 grams per tonne (0.76 oz/ton Au). An additional showing called Amax is located near Chululera, but has received only minor prospecting attention.

The Escorpión property consists of the following claims:

Location Area	Name	Registered Holder
Canela	Merceditas 1 to 7	Minera Canella S.A.*
Canela	La Escorpión 1 to 12a	Minera Canella S.A.*
Canela	La Cristal 1 to 20	Minera Canella S.A.*
Canela	Libra 1 to 10	Minera Canella S.A.*
Canela	Miguel 1 to 56	Minera Canella S.A.*
Canela	Tulipan	Minera Canella S.A.*
Canela	Palo de Agua	Minera Canella S.A.*

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Location Area	Name	Registered Holder
Canela	Peonia	Minera Canella S.A.*
Canela	Gladiolo	Minera Canella S.A.*
Canela	Rosa	Minera Canella S.A.*
Canela	Crisantemo	Minera Canella S.A.*
Canela	Clavel	Minera Canella S.A.*

Agreement and Terms

We can earn a 55% undivided interest in the Escorpión property by making staged exploration expenditures on the property over a four year period. To earn our 55% undivided interest, we must spend an aggregate of US $1,700,001 over four years on exploration of the property. Pursuant to the terms of the agreement, we were required to spend $150,001 in exploration on the property on or by December 31, 2005. We have met this requirement. We must spend a further $250,000 on exploration of the property on or before the second anniversary of signing the agreement, a further $500,000 on exploration of the property on or before the third anniversary of signing the agreement and a further eight hundred thousand must be expended on exploration of the property on or before the third anniversary of signing the agreement. If we exercise our option and earn our 55% interest in the property, we intend to form a Chilean company with our partner Minera Canela to exploit the property. Provided that we exercise our option and acquire a 55% interest in Escorpión, we will have the option to acquire an additional 5% interest in the Escorpión property at any time thereafter by making an additional cash payment of $162,500 or by issuing that number of our common shares equal to $162,500 to Minera Canela. Subsequent drilling in 2005 did not produce satisfactory results, and on March 23, 2007 we terminated the option and returned the property to the owners. No further work was done.

Property Description

The topography on the Escorpión property consists of low but locally steep hills, with elevations ranging from 600 meters to 900 meters above sea level. Vegetation consists mainly of scrub brush. The climate features hot summers and warm winters. The region is very dry all year with average yearly precipitation of less than 15 millimetres. Due to the mild weather, low altitude, and good access surface exploration including drilling may be conducted on a year round basis. Nearby towns provide basic supplies and an abundant labour force experienced in mining operations. Power lines are located within 3 kilometres of the Chululera workings, and underground water is reported to be plentiful and near surface.

Mineralization

Gold mineralization at Escorpión occurs within a regional and wide north-northeast trending shear zone that appears to localize many phases of intrusive rocks (as dikes, sills and small intrusive bodies) hosted by sedimentary and volcanic rocks. The entire complex has been subjected to multiple hydrothermal events involving silicifaction, sulphide emplacement, argillic alteration, intense limonitic alteration and widespread stockworks. Geochemical analysis of samples from previous exploration indicates gold has a strong association with silver, arsenic, antimony, lead, cadmium and molybdenum. In the Chululera area, previous samples have returned gold values averaging 4.23 grams per tonne (0.124 ounces per ton) with high-grade values to 15.10 grams per tonne (0.44 ounces per ton) in a 2 to 10 meter thick zone that is 50 meters wide and 200 meters long (6.5 to 33 feet thick, 164 feet wide by 656 feet in length). At Merceditas, samples collected from workings average 1.46 grams per tonne (0.043 ounces per ton) from a flat lying zone extending 100 meters (328 feet) along strike with thicknesses of 40-50 meters (131-164 feet). Both zones appear to be open along strike and at depth.

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Mineralization at the Escorpión property consists of bleached and variably silicified metasedimentary rocks containing intense stockwork veining. These stockwork zones occur in structurally complex settings with the north-northeast trending corridor and appear to be localized near intersections of northwest and north-east trending cross structures. Geologic mapping indicates that the mineralized zones are flat lying to gently south dipping, mimicking the orientation of the metasedimentary rock sequence.

Previous Work done on Escorpión Property

The Escorpión property has been known for mineralization since before 1970 when a number of local, small miners and a few major mining companies started extraction and exploration operations. In 1995, Minera Canela was created to acquire the property and to proceed with the exploration and possible exploitation of any minerals found at the property. Minera Canela, after developing a mineral exploration program between 1996 and 1997, decided during 1997 to offer the Escorpión property for sale or partnership with an established mining company.

Prior mineral exploration work programs on the property focused on rock sampling of the numerous road cuts and trenches that were established in the area of the Chululera and Merciditas workings. Geological mapping was completed over the same areas since this represented the best exposure on the property. No systematic sampling or mapping has been carried out over the remaining, mostly covered, areas of the property.

Exploration to Date

We commenced our phased exploration activities at Escorpion in 2005. Phase 1 began in early 2005 and included preliminary geologic mapping, rock, soil and stream sediment sampling, satellite image structural analysis, and the collection of remote sensing data to define the extent of the mineralized zones and clarify the controls on mineralization. This exploration program was designed to confirm known mineralization, and to delineate potential mineral zones. We spent approximately $38,518 on the Phase 1 exploration program.

Phase 2 began in March, 2005 with additional geologic mapping and rock chip sampling and we focused on a colour anomaly in the southern portion of the property. We also conducted analysis of several anomalous soil samples collected during Phase 1. The colour anomaly consisted of a kill zone with no defined outcrop, but extensive areas of probable subcrop. Samples collected showed elevated arsenic levels but no significant gold values. A grab sample from a strongly argillic-altered outcrop with quartz stringers was located upstream of the colour anomaly, and contained 3.96 grams/tonne gold. The Crystal South showing, located within the confines of the north-northeast corridor, marks the southern extent of the known showings on the Escorpión property to date. We have carried out no exploration work south of this area.

We commenced a drill program in June, 2005. The drill program was designed to test the ore potential of two zones: the Chululera and Amax. Four holes were completed at the Chululera zone, three holes at the Amax zone, and two holes were drilled halfway between the known showings, for a total of 512 meters at a cost of $194,625. All four holes drilled at the Chululera zone encountered the mineralized zone where expected, strengthening the supposition of stratiform-style mineralization.

The first two holes at Chululera were located south of the surface outcrop of the mineralized zone. Both of these holes intersected a silicified crystal tuff containing disseminated and fracture controlled pyrite and arsenopyrite. Drill holes ES-01 and ES-02 intersected 7.8 meters and 10.8 meters respectively of the mineralized crystal tuff at anticipated shallow depth, confirming the sub-horizontal nature of the host unit. Hole ES-01 encountered 7.8 meters (25.6 feet) that assayed 0.94 grams/tonne gold, with a high value of

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1.98 grams/tonne over 1.5 meters. Hole ES-02, located southwest of ES-01, and intersected 10.8 meters (35.4 feet) of the mineralized unit averaging 2.03 grams/tonne gold. This interval included a high value of 7.34 grams/tonne over 1.7 meters, within a 5.6 meters section of 3.5 grams/tonne gold. Drill holes ES-05 and ES-06 located to the north-east of ES-01 did not encounter the zone due to faulting. Additional drilling at Chululera will target the continuation of the mineralized crystal tuff to the south and southwest, as it appears to be thickening and increasing in grade in that direction.

Drill holes ES-03 and ES-04 were collared approximately halfway between the Chululera and the Amax showings, to the southeast of ES-01. Both holes encountered the same sequence of rock units; however, the mineralized tuff unit was not present. A weakly mineralized exhalite or very fine grained tuff was intersected over a 6 meter interval in ES-03 which assayed 0.1 grams/tonne gold and weakly anomalous arsenic.

We have not undertaken any additional exploration of this property since completion of the 2005 drilling program. To date, we have made minimal exploration expenditures in respect of the Escorpión property. As of December 31, 2005, we had spent $236,678 on mineral exploration at the Escorpión property and at September 30, 2007, we had spent $259,259 on mineral exploration at the property.

Although 2005 drill results confirmed the presence of gold in multiple zones, the ore potential was judged insufficient to merit additional expenditures. After attempting to venture our interest unsuccessfully, we dropped our option on the property and returned it to the owners.

Cucaracha, Chile

On February 26, 2004, we announced the acquisition of the Cucaracha property located in northern Chile. We staked six claims covering 680 hectares. We hold a 100% interest in these six claims. These are exploitation claims. In May 2006 we reduced the number of claims to four. The claims were staked on a skarn copper occurrence, but control of the area is in the hands of other claimants in the vicinity. We are holding these claims because other major mining companies have evinced interest in the area, and we may be able to make a deal with them if they decide to consolidate the district for exploration purposes. The cost to hold these claims is $4,200 per year.

At the Cucaracha property, sedimentary rocks host copper and gold mineralization where favourable strata are intruded by an igneous pluton. Rock samples collected in 2003 by our geologists reported gold values up to 3.19 grams per tonne and copper values up to 1.63% within contact metamorphosed sedimentary rocks. Rock chip samples from stockwork and veins in the diorite intrusive yield gold values up to 1.74 grams per tonne. Only a small area of the sedimentary strata and intrusive rocks has been prospected. Our geologists consider the property to have excellent exploration potential on a district-level scale for bulk mineable gold as well as copper deposits.

The project is accessible via paved roads, and can be operated year round.

We have not undertaken any significant exploration activity at the Cucaracha property. There is no assurance that a commercially viable mineral deposit or an ore reserve exists at the Cucaracha property.

For information on our plans for this property over the next 12 months, please see the section of this quarterly report on Form 10-QSB entitled“Plan of Operations”.

As of September 30, 2007, we have spent a total of $3,000 on exploration of the Cucaracha property.

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Santa Rosa and Marcelita, Chile

The Santa Rosa and Marcelita properties comprise a total of 2,433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapo, Tierra Amarilla County, Region 3, Chile. Previously held by LAC Minerals Ltd. in the late 1980s, the property recently became open to staking. We control 100% of the property. These are exploitation claims and we are current in payment of any rentals due to the Province of Copiapo. In order to keep the claims in good standing we must pay a total of approximately $12,000 per year.

October 18, 2007, we reached provisional agreement with Goldmark Minerals Ltd. regarding the sale of a minority interest in the Santa Rosa and Marcelita project. Closing of the agreement is pending the receipt of satisfactory title opinions from Goldmark’s outside counsel.

The Santa Rosa property includes the Cuarteadero 1-6 claims covering 10.5 square kilometers. Large zones of intense hydrothermal alteration that host silicification, stockwork veining, and silicified breccias within stratified volcanic rocks underlie the area. Reconnaissance rock-chip sampling completed in 2003 returned anomalous gold and base metal values ranging up to 0.312 ppm gold, 45.4 ppm silver, 7,700 ppm copper, 4.02% lead and 6.96% zinc.

The Marcelita property comprises the Chanar 1-6 claims totalling 13.9 square kilometers. Numerous quartz-tourmaline breccia pipes pierce intensely altered and metamorphosed volcanic and intrusive rocks, which are juxtaposed with the eastern margin of the Cabeza de Vaca intrusive complex. Anomalous gold has been found within breccias and stockwork zones on the property and ore-grade gold values occur within contact-metamorphic rocks above the intrusive with copper oxide visible along a ridge extending over one half kilometer. Gold values reach 1.97 ppm and copper grades up to 1.63% .

We have not undertaken any significant exploration activity at the Santa Rosa and Marcelita properties.

South Chile Recon Program - Regions 10 and 11, the Patagonia area of southern Chile

In March, 2005, we initiated an exploration and reconnaissance program, known as the Chile-Recon program, in regions 10 and 11 in the Patagonia area of southern Chile. Administratively, Chile is divided into 12 regions, number 1 to 12 in a north-south direction, plus the metropolitan regions of Santiago, the capital of Chile.

We entered into an agreement with Mr. Robert Mitchell, a Canadian prospector resident in Chile, on March 14, 2005, which is currently ongoing, whereby we could use an extensive, regional database assembled by him containing numerous copper, gold, and platinum/palladium occurrences in an area of Chile that has been historically under explored. Pursuant to the agreement, we get the sole and exclusive right to use the database for a period of two years, subject to extension by mutual agreement. We agreed to:

commit to finance two exploration seasons, each exploration season being for a minimum of 100 days in duration;
pay to Mitchell as a finder’s fee the sum of $25,000 per instance upon filing any claims or anomalies or occurrences generated from the database. Finder’s fees shall be capped at $50,000 per exploration season;
pay to Mitchell, 5% of the exploration costs expended on any such claim filed. This will be paid annually and be capped at US $500,000 per claim block;

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grant to Mitchell a 2.5% net smelter royalty on each claim block acquired as a result of the database. We may purchase 1.75% of this net smelter royalty (such that Mitchell would have a 0.75% net smelter royalty) from Mitchell for US $1,000,000;

The 3,000 plus sample database includes multi-element assays, and covers a broad range of geologic terrains. Mitchell has accumulated geochemical data from various sources such as Bureau de Researche de Geologie et Miniere, a French government agency, and Sernageomin (Chilean exploration agency), BHP-Billiton, and others. Mitchell compiled over 1,600 stream sediment and 1,300 rock chip samples, augmented by his own exploration work, into a GIS database combining topography, digital elevation data, landsat imagery, air photos, structural interpretation and published geology. Interpretation and analysis of this database combined with ground follow-up resulted in the identification of over forty new mineralized occurrences. In addition, the database revealed significant platinum/palladium anomalies in stream sediments and pan concentrates. Numerous coarse-gold placer occurrences were also identified that have no associated primary source.

Phase 1 of our joint exploration and reconnaissance venture focussed on areas with gold anomalies in both stream and pan concentrate samples. We undertook mapping and rock sampling to determine the potential for a significant ore deposit. However, this first phase was suspended soon after commencement due to early inclement winter weather which inhibited our access to the areas. We were only able to collect 24 rock samples before our field activities were suspended.

By August of 2005, we were able to identify several areas in Region 11 for follow-up sampling based on significant clusters of high gold and copper values found in stream sediment samples, pan concentrates, and rock chip samples. We identified a watershed for further exploration because of the high percentage of angular gold noted in the samples, suggesting a gold source not far from the sample locations. The results of Phase 1 validated the use of this database for identifying mineralized terrain and provide an economic means for selecting potentially mineralized areas for exploration.

We initiated the second phase of this exploration venture in Region 10 in January 2006. We targeted four areas that have been sampled and are highly anomalous in gold and copper. Prior to the commencement of the 2006 field program, the database was digitized and loaded into a MapInfo Program GIS format to facilitate target identification. Mitchell provided both logistical and field management of the venture. As at the date of this quarterly report on Form 10-QSB, we are still waiting to receive results from the second phase.

In early 2006, we commenced our field program in Region 10. We targeted specific areas identified in phase 1 for follow-up sampling to identify the source of the anomalous gold, copper, and other elements found in the 2005 mineral exploration program. We budgeted US $65,000 for this work, but increased the budget to approximately US $380,000 (US $190,000 from each party) when a joint venture agreement was signed with Kinross Gold Corporation in March, 2006 (see Kinross below).

We have performed geological mapping and rock sampling of the areas of interest to us. In addition on November 29, 2006 we acquired by staking six separate blocks of claims totaling 91,700 hectares (226,591 acres or 354.1 square miles).These are exploration claims located in the Province of Los Lagos (Region 10). There are no roads to the claims and access is by foot, horse, or helicopter. The annual holding costs to maintain the claims in good standing are approximately $40,800. We deployed four technical teams to the area in January, 2007 with a helicopter-support program designed to evaluate the metal anomalies validated by our prior sampling programs in the area. We collected over 600 stream sediment, pan concentrate, and rock chip samples and found that these samples contained gold, copper, and other metals of potential interest.

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On March 5, 2007 we announced the first set of assay results from this reconnaissance program. At Chaiten the initial sampling of the mineralized outcrops along a road cut has produced numerous chip samples containing anomalous gold over significant widths. A series of 10 continuous two meter chip samples across the accessible outcrop averaged 0.17g/t gold and 0.19% copper. Selected chip and grab samples of the mineralized veinlets have returned up to 1.67g/t gold, 3.45% copper and 3560 ppm molybdenum. The zone remains open in all directions.

The sampling at Cerro Mera has returned high grade gold values associated with quartz veins hosted by a series of easterly trending structures. Results from the first group of samples have returned a high value of 6.12g/t gold over a 25cm width of quartz veining. Other results from vein systems returned >100g/t silver, 0.24% copper, 1.91% lead, 3.61% zinc over 1m and 32.9g/t silver, .49% copper, 1.25% lead, and 10.5% zinc over 1m. Also a 1.5m chip sample across silicified and brecciated calcareous tuffs, which assayed 1.35% lead and 4400ppm zinc. Another 3m chip across altered metasedimentary rocks contained 19.3g/t silver, 0.11% copper, 0.44% copper and 0.99% zinc.

At Cerro Vaca our sampling of the quartz veins has returned up to 5.65g/t gold over narrow widths. These southeast trending fractures can be traced over tens of meters across the ridges. To date no estimate can be made of their vertical extent.

The teams have completed their field evaluations and we are currently analyzing all the data collected. We have spent $867,316 to September 30, 2007 on this project.

Kinross

On March 16, 2006, we entered into a binding letter agreement with Kinross Gold Corporation (NYSE:KGC, TSX:K) to establish a formal exploration venture in respect of Region 10 in southern Chile with an option to participate in subsequent acquisitions of mining rights acquired in Region 10.

The venture will jointly explore and acquire gold and other mineral targets developed by the mineral exploration program. Properties acquired by the venture will be managed via individual joint venture structures on a 50-50 basis. Kinross has the right to acquire a majority interest by making additional expenditures on individual properties and by exercising warrants granted to Kinross by us. An accelerated evaluation program is underway, and we are adding additional teams of geologists to the program to expedite the ongoing exploration. To date no projects have been identified, which have been staked or acquired and transferred into a separate Chilean company.

Pursuant to the terms of the agreement, Kinross and our company initiated exploration of Region 10 utilizing the Mitchell database and funded on an equal basis via annual budgets for continued reconnaissance and individual projects established by mutual agreement. We act as manager of the exploration venture in Region 10 and recommend staking and acquisition of any specific target(s). Kinross is entitled, at its sole option, to join with us and participate in staking and acquiring the selected target properties. Each selected property will be transferred to a separate Chilean company and be made subject to a shareholders agreement providing for the following:

Kinross and our company will participate in each mining company on an initial 50-50 basis until a total $500,000 has been expended exploration and development activities;
Kinross has an option to acquire an additional 20% interest in a particular mining company during the currency of the shareholders agreement prior to or at the point when $500,000 has been expended on exploration and development activities on properties owned by that mining company,

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if Kinross elects to acquire an additional 20% interest in a particular mining company, it will fund an additional $250,000 in exploration and development costs for that mining company. After the additional expenditure has been made, Kinross and our company will participate in that mining company at a pro-rata basis of 30:70 (30% us, 70% Kinross);
we shall issue to Kinross 500,000 share purchase warrants for each property selected by Kinross and made subject to a shareholders agreement. The warrants shall have a term no less than three years from issuance and entitle the holder thereof to purchase one of our common shares at a price equal to 80% of the weighted average closing price of our common stock for the thirty consecutive trading days immediately prior to the issuance of said warrants;
in any shareholders agreement where either we or Kinross accept dilutions to a 10% working interest during expenditures on an individual property, that party’s diluted interest shall be converted to a 2% net smelter royalty; and
both Kinross and our company may transfer our respective interests in any particular shareholders agreement to a third party at any time, subject to a first right of refusal in favour of the other party.

After the field programs in 2005 and early 2006, we recommended and staked 91,700 hectares in six separate blocks. We subsequently recommended, and Kinross agreed, to elevate three of the staked claim areas to project status: Espolon, Cerro Mera, and Cerro Vaca. Each of those project areas proved to be anomalous in gold, copper, lead, zinc, and silver based on preliminary surface sampling and reconnaissance geologic mapping. We intend to examine each of these areas in more detail in the late 2007-early 2008 season to develop drill targets, if merited.

As at September 1, 2007, Kinross’ has funded its $551,014 share of the initial exploration budgets, which totalled $1,102,028. As at September 30, 2007, the unspent portion of $nil has been presented in our financial statements for the year ended September 30, 2007, as an exploration advance payable.

We have selected three projects from the reconnaissance that may fall into the category of standalone projects. We are just now starting the process of negotiating the formal venture for each of those. We may negotiate the warrants out of the ongoing deal. This venture status negotiation has been slowed a bit by the sudden resignation of Kinross VP Expl, and no replacement is in place as yet. In consultation with Kinross-Chile and Cesar Lopez we may defer transferring title of standalone projects into separate Chilean entities until we know the project merits this cost.

Compliance with government regulation

The mineral rights are governed by the Province of Los Lagos (Region 10) and permits for exploration and development activities will be approved through this provincial agency. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Province of Los Lagos.

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Plan of Operation

The following discussion should be read in conjunction with our financial statements and the related notes included herein. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this current report, particularly in the section entitled “Risk Factors” in this quarterly report.

Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We intend to continue our exploration activities in Alaska, Argentina and Chile. Our personnel are continuously evaluating new opportunities that become available via network contracts, on ground exploration, or via submittal from independent sources. We anticipate we will require $500,000 for the 12 months ending September 30, 2008 to fund our obligations in respect of our various properties and for our ongoing operational expenses. The following discussion focuses on each property, our goals regarding that property for the next 12 months and how we intend to accomplish our goals.

La Carolina project

We do not plan to conduct any exploration work at the La Carolina project in the next 12 months as we expect Latin American to conduct an exploration program in order to earn their interest in the property in accordance with the terms and conditions of their option agreement at La Carolina. See “Description of Property”.

Iliamna project

We have completed our obligations as per the option agreement on the Iliamna project and have earned a 52.5% interest in each of the “H” and “S” claims and a 37.5% interest in the “D” claims. We have not proposed an exploration program for this property at this time. 2006 Drill results were disappointing, in that no copper or gold was encountered in a porphyry copper setting. Pyritic mineralization was found in metasedimentary rocks. We do not anticipate incurring any further expenditures except for holding costs of $30,000 on this property during the next 12 months.

On October 17, 2007 we entered into a provisional agreement with Goldmark Minerals Ltd. regarding the sale of a 100% of our equity interest in our Iliamna Project and a 49% of our Marcelita-Santa Rosa Project for an aggregate sale price of $200,000. The closing of the agreement is subject to due diligence, which is underway as of December 12, 2007. The Company will retain a right of first refusal to acquire up to a 15% of BHP’s current interest in the Iliamna project if BHP elects to transfer or sell its interest. Goldmark will also have the right to participate on an equal basis with us on its general reconnaissance programs in Chile and the Kinross exploration venture by providing its equal share of the exploration budgets.

Santa Rosa and Marcelita

We do not intend to conduct further exploration at Santa Rosa or Marcelita during the next 12 months. We anticipate incurring land fees of approximately $12,000 during the next 12 months if our agreement with respect to the sale of these properties does not complete.

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Cucaracha

We plan to maintain our claims and incur minimal exploration expense on them at this time. We believe that these claims may be of interest to a major mining company operating in Chile and, if that should be the case, we may option or sell these claims. At this time, we do not intend to conduct exploration of these claims. We anticipate incurring land fees of approximately $4,200 during the next 12 months.

Chile Recon Project

We have projected a budget of US $697,394 of which Geocom’s portion will be US$349,000 for mapping and geochemical sampling of our acquisitions during the period July 1, 2007 to September 30, 2008.

Geologist	$	122,000.00
Assistants		36,600.00
Geochemistry		67,200.00
Geologic map		25,500.00
Helicopter		213,000.00
Camp & logistics		67,000.00
Report & target selection		20,000.00
field cost subtotal	$	551,300.00
G&A @ 15%		82,695.00
Project subtotal	$	633,995.00
Contingency @ 10%		63,399.50
Total Cost to establish drill targets	$	697,394.50

The budget is approximately $697,394 for the program which will begin in December 2007 and end in April 2008. Pursuant to our agreement with Kinross, we will be responsible for 50% of the budget and Kinross is responsible for the other 50% or $349,000. The budget has been presented by Geocom, the operator, and approved by Kinross for execution.

We intend to finance our activities via brokered or non-brokered private placements during the next 12 months. The amount and conditions precedent to such fund raising are presently under consideration. We do not currently have debt or equity offerings in place and there can be no assurance that we will be able to raise the funds required on terms acceptable to us, if at all.

Financial Condition, Liquidity and Capital Resources as at September 30, 2007

Our principal capital resources have been through issuance of common stock, shareholder loans and borrowing.

At September 30, 2007, we had working capital deficiency of $(344,360) compared to a working capital deficiency of $(40,994) at September 30, 2006.

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At September 30, 2007, our total assets were $129,517, which consisted primarily of cash assets of $46,112, other assets of $38,953 and capitalized mineral property acquisition costs of $31,500.

At September 30, 2007, our total current liabilities increased $42,941 to $429,425 from $386,484 at December 31, 2006. This increase was due to the timing of payments in the quarter.

We posted losses of $114,938 for the period ended September 30, 2007 and $5,460,818 (unaudited) since inception to September 30, 2007. The principal components of the losses for the period ended September 30, 2007 were administrative expenses of $89,170 and exploration expenses of $25,768. By comparison, as of the period ended September 30, 2006 we had incurred administrative expenditures of $194,520. For the year ending September 30, 2007, four directors each receive $500 per month and one director receives $7,500 per month for services performed on behalf of our company. The decrease in administrative expenses was due to the reduction in exploration activities and the reduction in management fees paid to directors and management.

Operating expenses for the period ended September 30, 2007 were $114,938, compared to the period ended September 30, 2006, which were $206,260. The decrease in operating expenses was due to the reduction in management fees paid to directors and management.

At September 30, 2007, we had cash on hand of $46,112.

Off-Balance Sheet Arrangements

None

Application of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

We computed net income (loss) per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the

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period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Cash and Cash Equivalents

We consider all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Mineral Properties

Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

Recently Issued Accounting Standards

In June 2006, FASB issued Accounting for Uncertain Tax Positions - an Interpretation of FASB Statement No. 109, FIN 48 which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in our tax returns. FIN 48 provides guidance on recognition, classification, presentation and disclosure of unrecognized tax benefits. The Company is required to adopt this statement effective July 1, 2007 and management is currently assessing the impact on our financial statements.

In September 2006, FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands fair value disclosures. The standard does not require any new fair value measurements. This standard is effective for fiscal years beginning after November 15, 2007. Management is currently assessing the impact on our financial statements.

Financial Instruments

Our financial instruments consist of cash, accounts payable and accrued liabilities, notes payable and due to related parties. Unless otherwise noted, it is management's opinion that our company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-QSB in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

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Risks Associated With Mining

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business will fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet athttp://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability none of our mineral resource properties contains any 'reserve' and any funds that we spend on exploration will probably be lost.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Even if we are able to establish the existence of a mineral reserve on any of our properties, we would require additional capital in order to develop a producing mine. If we cannot raise this additional capital, we will not be able to exploit the reserve, and our business could fail.

If we discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the development of a mine or the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

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Although we believe that we are in compliance with all material laws and regulations that currently apply to our activities, there can be no assurance that we can continue to do so. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all of the hazards and risks inherent in the exploration, development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and injury to persons or property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, from the extraction and sale of metals. The price of these commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of metals, and, therefore, the economic viability of any of our exploration projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely unintegrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

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Risks associated with our company

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our incorporation. From inception through September 30, 2007, we suffered losses of $5,460,818. We anticipate that we will continue to incur operating expenses without revenues unless and until we are able to sell one or more of our resource properties or identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and build and operate a mine. We had cash in the amount of $46,112 and a working capital deficit of approximately $(344,360) at September 30, 2007. We estimate our average monthly operating expenses to be approximately$33,000 including exploration, general and administrative expense and investor relations expenses but our budget could increase in response to field conditions, drill results and other matters that cannot be currently anticipated. Cash on hand as of the date of this quarterly report on Form 10-QSB is not sufficient to fund our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors' report on our consolidated financial statements for the year ended September 30, 2007, which are included with this quarterly report. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business.

We have a limited operating history on which to base an evaluation of our business and prospects.

Although we have been in business since 2000, our operating history has been restricted to the acquisition and exploration of mineral properties, which does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do, that we will be able to build or operate a mine successfully. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We have no known ore reserves and we may not find any mineral resources or, if we find mineral resources, the deposits may be uneconomic or production from those deposits may not be profitable.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business will fail. We have no known mineral reserves and we may not find any. Even if we find mineral substances, it may not be economically feasible to recover them, or to make a profit in doing so. If we cannot find economic mineral resources or if it is not economic to recover the mineral resources, we will have to cease operations.

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Because some of our officers and directors are located outside of the United States, you may have no effective recourse against our company or our management for misconduct and may not be able to enforce judgement and civil liabilities against our officers, directors, experts and agents.

Some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Risks associated with our common stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority (“FINRA”). Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00per share or an exercise price of less than $5.00per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

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In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Our officers and directors own a total of 7,815,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall and reduce the value of your shares.

Our officers and directors own a total of 7,815,000 shares of common stock. Subject to all applicable securities laws, including applicable holding periods, they will likely sell a portion or all of their stock in the future. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

ITEM 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being September 30, 2007. This evaluation was carried out under the supervision and with the participation of our company's president and treasurer.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of Geocom’s disclosure controls and procedures in place as at September 30, 2007. Based on this evaluation, it was determined that certain weaknesses existed in internal controls over financial reporting. In addition, we have not fully completed our review and evaluation of the design of internal control over financial reporting as envisioned under the Securities and Exchange Commission rules. We expect to complete our assessment in Fiscal 2008. As is indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring which exists. We are taking steps to augment and improve the design of procedure and controls impacting these areas of weakness over internal control over financial reporting.

Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to our president and treasurer as appropriate, to allow timely decisions regarding required disclosure.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 17, 2007 we completed a private placement consisting of 500,000 units at a price of $0.20 per unit with one accredited investor for total proceeds of $100,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at an exercise price of $0.50 for a period of one year after the date of the subscription agreement. We have agreed to re-price the warrant exercise price to $0.20 per share following completion of a listing of our shares on the TSV Venture Exchange. For each sale of these units we relied upon the exemption for registration provided for accredited investors pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.

As a condition of the private placement, we have agreed to file a registration statement within 90 days of the closing date of the private placement registering all of the shares issued. As well, we have agreed to make an application for our securities, including those issued in the private placement, to be listed on the TSX Venture Exchange.

On November 20, 2007 we completed a private placement consisting of 1,250,000 units at a price of $0.20 per unit with one accredited investor for total proceeds of $250,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at an exercise price of $0.50 for a period of one year after the date of the subscription agreement. We have agreed to re-price the warrant exercise price to $0.20 per share following completion of a listing of our shares on the TSV Venture Exchange. For each sale of these units we relied upon the exemption for registration provided for accredited investors pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.

There is no agent’s fee payable on the private placements. Proceeds of the private placement will be used for exploration and development of our properties and working capital.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On July 12, 2007 John Hiner, an officer and director, loaned Geocom $20,000 under the terms of a promissory note. The note has an interest rate of 10%, and is a demand note with no set maturity. On July 31, 2007 Talal Yassin, a director, loaned Geocom $25,000 under the terms of a promissory note. The note has an interest rate of 10% per annum, and is a demand note with no set maturity.

On October 18, 2007 we entered into a letter of intent (the “LOI”) with Goldmark Minerals Ltd. (“Goldmark”) (TSX: GMK), pursuant to which we agreed to sell our equity interest in the Iliamna Project in Alaska, and a 49% interest in our Marcelita-Santa Rosa project in Chile, to Goldmark in consideration for US$200,000 in cash. Pursuant to the terms of the LOI, the sale of the Iliamna Project is subject to Geocom’s right to acquire any diluted interest of BHP-Billiton, In addition, John Hiner, our president, agreed to act as project manager and consultant for both projects. As well, we have granted a right of first refusal for Goldmark to fund 50% of the costs in our ongoing south Chile program. Upon Goldmark’s receipt of satisfactory title opinion regarding the Iliamna Project, Geocom and Goldmark intend to enter a formal agreement completion of the transaction according to the terms in the LOI.

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Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Restated Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on June 7, 2001).
3.2	By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on June 7, 2001).
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on June 7, 2001).
4.2	2003 Stock Option Plan (incorporated by reference from our Registration Statement on Form S-8 filed on December 17, 2003).
(10)	Material Contracts
10.1	Cash Call No. 2 dated May 1, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).
10.2	Assignment Agreement dated May 4, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).
10.3	Option Agreement dated May 1, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Amended Current Report on Form 8-K/A, filed on May 5, 2003).
10.4	Option Agreement dated May 7, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2003).
10.5	Consulting Agreement dated effective December 1, 2003 with Jim Chapman (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.6	Consulting Agreement dated effective December 1, 2003 with Jeffrey A. Jaacks (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.7	Consulting Agreement dated effective January 1, 2004 with John Benglesdorf (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.8	Consulting Agreement dated effective January 1, 2004 with Ellsworth Geological, PC (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.9	Consulting Agreement dated January 19, 2004 with Gary Schellenberg (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.10	Consulting Agreement dated January 19, 2004 with Roberto Lara (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
10.11	Form of Stock Option Agreement for January 21, 2004 grant of stock options (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)
10.12	Consulting Agreement dated July 23, 2004 with Elizabeth Torry (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)
10.13	Form of Stock Option Agreement for July 26, 2004 grant of stock options (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)
10.14	Consulting Agreement dated July 26, 2004 with Aruba Capital Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)
10.15	Consulting Agreement dated July 24, 2004 with Charles Madden (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)

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Exhibit Number	Description
10.16	Consulting Agreement dated July 24, 2004 with Harvey Lawson (incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004)
10.17	Form of Securities Purchase Agreement for October 2004 private placements (incorporated by reference from our Registration Statement on Form SB-2 filed on December 1, 2004).
10.18	Option Agreement dated November 10, 2004 between Geocom Resources Inc. and TNR Resources Ltd. amending the terms of the Option Agreement dated May 7, 2003. (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006)
10.19	Consulting Agreement dated December 2, 2004 with Clyde Harrison (incorporated by reference from our Current Report on Form 8-K filed on December 2, 2004)
10.20	Stock Option Agreement dated December 8, 2004 with Clyde Harrison (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006)
10.21	Option Agreement dated January 10, 2005 between Minera Geocom Resources-Chile Limitada and Minera Canela Limitada. (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006
10.22	Investor Relations Agreement dated February 15, 2005 with Destiny Media Communications Inc. (incorporated by reference from our Current Report on Form 8-K filed on April 13, 2005)
10.23	Letter agreement dated March 14, 2005 between Geocom Resources Inc., Minera Geocom Resources-Chile Limitada and Robert Mitchell (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006)
10.24	Option Agreement dated October 26, 2005 between Geocom Resources Inc., TNR Resources Ltd., Compania Minera Solitario Argentina S.A. and Latin American Minerals Inc. amending the terms of the Option Agreement dated May 1, 2003. (incorporated by reference from our Current Report on Form 8-K filed on December 7, 2005)
10.25	Form of Stock Option Amendment Agreement dated January 27, 2006 (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006)
10.26	Form of Stock Option Amendment Agreement dated January 27, 2006 (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006)
10.27	Letter agreement dated March 16, 2006 between Geocom Resources Inc. and Kinross Gold Corp. (incorporated by reference from our Current Report on Form 8-K, filed on May 21, 2006).
10.28	Form of Subscription Agreement for 2,483,176 units at a price of $0.17 per unit for total proceeds of $422,139.92 (incorporated by reference from our Current Report on Form 8-K filed on August 28, 2006)
10.29	Form of Subscription Agreement 2,263,000 units at a price of $0.17 per unit for total proceeds of $384,710.(incorporated by reference from our Current Report on Form 8-K filed on January 10, 2007)
10.30	Form of Subscription Agreement with Pamela Fronek (incorporated by reference from our Current Report on Form 8-K filed on January 31, 2007)
	Letter agreement with Goldmark Minerals dated October 18, 2007 (incorporated by reference from our Current Report on Form 8-K filed on December 10, 2007)
	Form of Subscription Agreement with Humbolt Capital (incorporated by reference from our Current Report on Form 8-K filed on December 10, 2007)
	Form of Subscription Agreement with Alliance Capital (incorporated by reference from our Current Report on Form 8-K filed on December 10, 2007)
(13)	Annual Report to Security Holders
13.1	Annual Report for the year ended June 30, 2006 (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006);

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Exhibit Number	Description
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics(incorporated by reference from our Annual Report on Form 10-KSB filed on October 14, 2004).
(16)	Letter on Change in Certifying Accountant
16.1	Letter from Davidson & Company (incorporated by reference to our Current Report on Form 8-K filed on May 9, 2003).
16.2	Letter from Malone & Bailey, PLLC (incorporated by reference to our Current Report on Form 8-K filed on September 17, 2004).
16.3	Letter from Lopez, Blevins, Bork & Associates, L.L.P (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2006)
16.4	Letter from Staley, Okada & Partners (incorporated by reference to our Current Report on Form 8-K filed on May 17, 2007
(21)	Subsidiaries
21.1	Minera Geocom Resources-Chile Limitada, a Chilean corporation.
31 & 32	Certifications
31.1*	CEO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*	CFO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GEOCOM RESOURCES INC.

Date December 7, 2007	/s/ John Hiner
	John Hiner, President and CEO
	(Principal Executive Officer)

Date December 7, 2007	/s/ Paul Chung
	Paul Chung, Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)


Date December 7, 2007	/s/ Andrew Stewart
	Andrew Stewart
	Director

Date December 7, 2007	/s/ Talal Yassin
	Talal Yassin
	Director

Date December 7, 2007	/s/ Clyde Harrison
	Clyde Harrison
	Director

Geocom Resources (GOCM) Inactive 10QSB2008 Q1 Quarterly report (small business)