Geocom Resources 10QSB 2008 Q2 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 endedDecember 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission file number000-49621

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 [X] No [ ]

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

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

Check whether the registrant filed all documents and reports required to be filed by Section l2, 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:28,962,788 common shares issued and outstanding as of February 7, 2008

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

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GEOCOM RESOURES INC.

(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

UNAUDITED

U.S. FUNDS

- 3 -

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

		December 31			June 30
ASSETS		2007			2007
Current
Cash and cash equivalents	$	127,341		$	98,496
Exploration expenditures receivable(note 4)		50,769			-
Marketable securities(note 5)		27,741			19,748
Prepaid expenses and advances		74,850			31,152
		280,701			149,396

Mineral Property Acquisition Costs(note 4)		31,500			31,500
Equipment(note 10)		12,991			13,666
	$	325,192		$	194,562


LIABILITIES
Current
Accounts payable and accrued liabilities	$	138,256		$	182,976
Accounts payable - related parties(note 11)		263,970			203,508
Promissory notes payable to related parties(note 11)		46,925			-
		449,151			386,484



SHAREHOLDERS’ DEFICIENCY
Capital Stock–Statement 2
Common stock(note 6)
Authorized: 100,000,000 with $0.00001 par value
Issued and outstanding: 28,962,788 (27,192,788)		290			272
Additional paid-in capital		5,516,608			5,145,028
Deficit Accumulated During the Exploration Stage		(5,656,053	)		(5,345,880	)
Accumulated Other Comprehensive Income		15,196			8,658
		(123,959	)		(191,922	)
	$	325,192		$	194,562

Going concern(note 2)
Subsequent Events(note 12)

- See Accompanying Notes -

- 4 -

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

										Deficit
										Accumulated			Accumulated
							Additional			During the			Other
	Shares			Par Value			Paid-in			Exploration			Comprehensive
							Capital			Stage			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	1,770,000			18			354,982			-			-			355,000
Stock-based compensation	-			-			16,598			-			-			16,598
Foreign currency translation	-			-			-			-			(1,455	)		(1,455	)
Unrealized gains on
marketable securities	-			-			-			-			7,993			7,993
Loss for the period	-			-			-			(310,173	)		-			(310,173	)
Balance December 31, 2007	28,962,788		$	290		$	5,516,608		$	(5,656,053	)	$	15,196		$	(123,959	)

- See Accompanying Notes -

- 5 -

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

														Inception
		For the Three Months Ended						For the Six Months Ended						through
		December 31						December 31						December 31
		2007			2006			2007			2006			2007
Operating Expenses
Mineral exploration expenditures	$	95,752		$	155,974		$	121,520		$	167,714		$	3,213,042
Oil and gas activities		-			-			-			-			42,060
Other general and administrative		99,483			43,706			188,653			238,226			2,267,336
Loss from Operations		(195,235	)		(199,680	)		(310,173	)		(405,940	)		(5,522,438	)
Write-down of marketable securities		-			(2,175	)		-			(2,175	)		(3,375	)
Interest Expense		-			-			-			-			(130,240	)
Loss for the Period		(195,235	)		(201,855	)		(310,173	)		(408,115	)		(5,656,053	)

Other Comprehensive Income (Loss)
Foreign currency translation		-			(308	)		(1,455	)		304			-
Unrealized gains on marketable securities		16,181			-			7,993			-			15,196
Comprehensive Loss for the Period	$	(179,054	)	$	(202,163	)	$	(303,635	)	$	(407,811	)	$	(5,640,857	)


Loss Per Share
Basic and Diluted	$	0.01		$	0.01		$	0.01		$	0.02


Weighted-Average Shares Outstanding:
Basic and Diluted		27,364,962			24,803,788			27,286,918			24,139,491

- 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						For the Six Months Ended						through
		December 31						December 31						December 31

		2007			2006			2007			2006			2007
Cash Flows from Operating Activities
Loss for the period	$	(195,235	)	$	(201,855	)	$	(310,173	)	$	(408,115	)	$	(5,656,053	)
Adjustments to reconcile loss to cash
used in operating activities:
Amortization of discount on notes payable		-			-			-			-			55,556
Depreciation		726			1,006			1,440			1,952			12,229
Shares received for properties		-			-			-			-			(15,920	)
Write-down of marketable securities		-			2,175			-			2,175			3,375
Common shares issued for services		-			-			-			-			275,000
Common shares issued for interest expense		-			-			-			-			13,425
Stock-based compensation		5,003			17,575			16,598			92,553			826,005
Change in non-cash working capital:
Other current assets		(47,457	)		(24,743	)		(43,698	)		(30,935	)		(74,850	)
Exploration expenditures receivable		(50,769	)		-			(50,769	)		-			(50,769	)
Accounts payable and accrued liabilities		17,801			(185,001	)		15,742			(133,411	)		402,226
Exploration advances payable		-			(16,654	)		-			(16,110	)		-
		(269,931	)		(407,497	)		(370,860	)		(491,891	)		(4,209,776	)
Cash Flows from Investing Activities
Purchase of equipment		(765	)		(3,651	)		(765	)		(3,651	)		(25,220	)

Cash Flows from Financing Activities
Proceeds from notes payable		-			-			-			-			500,000
Proceeds from notes payable – related parties		1,925			-			46,925			-			300,711
Repayment of notes payable – related parties		-			-			-			-			(253,786	)
Proceeds from advances – related parties		-			-			-			-			118,982
Repayment from advances – related parties		-			-			-			-			(118,982	)
Issuance of common stock		350,000			-			355,000			401,169			3,815,412
		351,925			-			401,925			401,169			4,362,337

Effects of exchange rates on cash		-			(308	)		(1,455	)		304			-

Net Change in Cash		81,229			(411,456	)		28,845			(94,069	)		127,341
Cash – beginning of period		46,112			449,199			98,496			131,812			-
Cash – End of period	$	127,341		$	37,743		$	127,341		$	37,743		$	127,341

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

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

- See Accompanying Notes -

- 7 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

1. Basis of Presentation

The accompanying unaudited interim 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 $168,450, a shareholders’ deficiency of $123,959 and a deficit accumulated during the exploration stage of $5,656,053as of December 31, 2007. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Geocom's management 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, the continued financial support of related parties(note 11), 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.

3. Recent Adopted Accounting Pronouncements

In March 2006, the FASB issued FAS 156, Accounting for Servicing of Financial Assets, which amends FAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities with respect to accounting for separately recognized servicing assets and servicing liabilities. 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 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.

- 8 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

Recently Enacted Accounting Pronouncements, but not effective at December 31, 2007

In September 2006, the FASB issued SFAS Statement 157, Fair Value Measurements, which defines fair values, establishes a framework for measuring fair value in GAAP, and requires enhanced disclosures about fair value measurements. This statement applies when other accounting pronouncements require or permit fair value measurements. SFAS Statement 157 will be adopted July 1, 2008 as required by the statement. Management is currently assessing the impact on the Company’s financial statements.

In September 2006, the FASB issued FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R). The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position (paragraphs 5, 6, and 9) is effective for fiscal years ending after December 15, 2008. Management is currently assessing the impact on the Company’s financial statements.

In February 2007, the FASB issued FAS 159, Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure many financial instruments and certain other items at fair value, effective for 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
December 31, 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 to the company’s 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 $27,741) to December 31, 2007. The next schedule payment of $12,500 and 25,000 share issuance to Geocom is due on April 3, 2008. 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. As of January 31, 2008 Latin American has spent a total of $1, 470,395 on the property. 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 option 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, at its option, $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. Minera Canela S.A. has filed a claim in Chile challenging the Company’s right to drop the property. Management have deemed the claim to be without merit and have not accrued any costs in this regard. 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. We made an offer to conduct additional exploration, which is under consideration at this time.

- 10 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

4. Exploration Properties– (Continued)

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 shared on an equal basis. Kinross will have the option, subject to certain conditions, to earn an additional 20% interest in each project. As at June 30, 2007, Kinross had fully funded $551,014, representing its full share of the initial exploration budgets. As at December 31, 2007, Kinross’ share of the recent exploration budgets totals $50,769, which is reflected as exploration expenditures receivable in these financial statements.

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. 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.

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.

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 $27,741 as at December 31, 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.

- 11 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

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 December 31, 2007 are as follows:

					Additional
	Shares		Par Value		Paid in
					Capital
Balance – beginning of period	27,192,788	$	272	$	5,145,028
Issued and fully paid:
Private placement (i)	500,000		5		99,995
Private placement (i)	1,250,000		13		249,987
Exercise of warrants	20,000		-		5,000
Stock-based compensation (Note 7)	-		-		16,598
Balance – end of period	28,962,788	$	290	$	5,516,608

(i) During the period, the Company raised gross proceeds of $350,000 by way of two private placements consisting of 1,750,000 units at a price of $0.20 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase an additional common share of the Company for a period of one year at a price of $0.25. The Company has agreed to seek a listing on the TSX-V and to file a registration statement, by February 15, 2007, for these shares in the United States. The Company will use its best efforts to cause the registration statement to be declared effective within 145 days of obtaining the TSX-V listing. In the event that either deadline is delayed, the Company will pay the Investors liquidated damages of 1.5% of each Investor's proceeds for each 30 days of delay until one year from Closing. Upon completion of a TSX-V listing the Company will seek to re-price the warrants to $0.20.

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.

- 12 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

7. Stock Options– Continued

Option activity was as follows for the six-month period ended December 31:

	2007				2006
				Weighted-			Weighted-
				average			average
	Shares			exercise price	Shares		exercise price
Balance – beginning of period	1,230,000		$	0.26	1,445,000	$	0.25
Granted	-		$	-	125,000	$	0.35
Exercised	-		$	-	-	$	-
Expired	(775,000	)	$	0.25	-	$	-
Balance – end of period	455,000		$	0.29	1,570,000	$	0.26
Exercisable at end of period	323,000		$	0.28	1,300,000	$	0.25

Information about the options outstanding at December 31, 2007 is as follows:

		Weighted-
		average
		remaining
Exercise Price	Options	life in years	Exercisable	Expiry
$ 0.25	165,000	1.08	132,000	January 27, 2009
$ 0.25	125,000	1.22	100,000	March 20, 2009
$ 0.35	125,000	1.84	75,000	November 1, 2009
$ 0.35	40,000	2.01	16,000	January 2, 2010
	455,000	1.41	323,000

- 13 -

Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

8. Stock Based Compensation

For the periods ended December 31, the Company issued stock options to its directors, officers and employees and estimated the related stock-based compensation as follows:

		2007		2006
Total options granted		-		125,000
Average exercise price	$	-	$	0.25
Estimated fair value of compensation	$	-	$	25,015
Estimated fair value per option	$	-	$	0.20

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	-	4.56%
Expected dividend yield	-	0.00%
Expected stock price volatility	-	106.38%
Expected option life in years	-	3.00

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		91,000	268,000
Stock-based compensation expense	$	16,598	92,553

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.

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Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

9. Stock Warrants

Warrant activity for the six-month period ended December 31 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	2,111,524		$	0.30	2,546,470	$	0.50
Exercised	(20,000	)	$	0.25	-	$	-
Expired	-		$	-	-	$	-
Balance – end of period	7,046,994		$	0.44	5,343,970	$	0.37

Exercisable at end of period	7,046,994		$	0.44	5,343,970	$	0.37

At December 31, 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
500,000	$ 0.25	November 7, 2008
1,250,000	$ 0.25	November 10, 2008
7,046,994

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Geocom Resources Inc.
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2007
U.S. Funds
Unaudited

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:

						December
				Accumulat		31	June 30
				ed		2007	2007
				Amortizati		Net Book	Net Book
		Cost		on		Value	Value
Furniture and fixtures	$	692	$	671	$	21	90
Computer equipment		6,325		6,325		-	-
Exploration equipment		18,558		5,588		12,970	13,576
	$	25,575	$	12,584	$	12,991	13,666

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 $72,000 for services provided by these related parties for the six months ending December 31, 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. Interest accrued on these loans to December 31, 2007 totals $1,925.

The Company holds a 50% equity interest on the La Carolina project with a company in which Geocom’s Chief Financial Officer is a shareholder and director(note 4). At December 31, 2007, accounts payable includes $52,631, 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
December 31, 2007
U.S. Funds
Unaudited

12. Subsequent Events

Subsequent to December 31, 2007, the Company received $100,000 upon executing a convertible promissory note with an arm’s length party. The loan is repayable on demand with interest at 10% per annum and is convertible into shares at any time at the option of the lender. The note is convertible to common shares at a set price of $0.15

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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. Forward-looking statements are projections in respect of 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;
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, our Chilean subsidiary, Minera Geocom Resources-Chile Limitada, and our newly-formed Delaware subsidiary, Geocom Resources Inc.

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. 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.

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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 three properties in northern Chile, the Santa Rosa property, the Marcelita property and the Cucaracha property. In addition, we are conducting reconnaissance and exploration activities 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.

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.

Recent Developments

On October 18, 2007 we entered into a letter of intent with Goldmark Minerals Ltd. (TSX: GMK), an unrelated third party, whereby we agreed to sell to Goldmark Minerals all of our interest in our Iliamna property and 49% of our interest in the Santa Rosa and Marcelita properties. The terms of this letter of intent are described in a Form 8-K filed by our company on December 10, 2007 and a copy of the letter of intent was attached as an exhibit to that filing. This letter of intent continues to be subject to the completion of a due diligence review of the properties by Goldmark Minerals and the negotiation and execution of a formal acquisition agreement. The Company anticipates a resolution to this letter of intent in the next 30 days.

We have recently decided to pursue a listing for our company’s common shares on the Canadian TSX Venture Exchange (also known as the “TSX-V”). The TSX-V will not accept listing applications from companies incorporated in Nevada unless the applicant either (i) amends its articles of incorporation or bylaws to conform to certain requirements of the TSX-V intended to provide shareholder protections substantially equivalent to the protections provided by theCanada Business Corporations Act; or (ii) re-domesticates from Nevada to another jurisdiction. We have not yet filed a listing application with TSX-V. Depending on the outcome of these discussions, we may ask our shareholders to approve either (a) the re-domestication of our company from Nevada to Delaware or (b) an amendment to our articles of incorporation to include some or all of the clauses requested by TSX-V.

On January 17, 2008, we formed a new Delaware company under the name Geocom Resources Inc. If we decide to re-domesticate our company to Delaware, we intend to ask our shareholders to approve doing so by way of a merger with this wholly-owned Delaware subsidiary.

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.

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La Carolina Project, San Luis, Argentina

On October 26, 2005, we entered into an agreement with TNR Gold Corp., Compania Minera Solitario Argentina S.A. and Latin American Minerals Inc., whereby Latin American acquired an option to earn up to a 75% interest in the 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. Latin American Minerals Inc. has conducted rock, trench and soil sampling, and an extensive magnetic and IP geophysical survey. Using this information, a program of 4489 metre of core drilling was executed between June and September 2007. A total of $1,470,395 was spent on exploring the property.

Iliamna Project, Alaska, USA

On October 18, 2007, we entered into a letter of intent with Goldmark Minerals Ltd. to sell the Iliamna project. Closing of the agreement is subject to completion of a due diligence review by Goldmark Minerals and to the execution of a formal agreement. Pending completion or termination of the transactions contemplated by this agreement by February 16, 2008, we do not anticipate incurring any expenditures on this property other than payment of approximately $30,000 in fees to preserve our title.

Cucaracha, Chile

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. As of December 31, 2007, we have spent a total of $3,000 on exploration of the Cucaracha property.

Santa Rosa and Marcelita, Chile

On October 18, 2007, we entered into a letter of intent with Goldmark Minerals Ltd. to sell 49% of our interest in the Santa Rosa and Marcelita properties. Closing of the agreement is subject to completion of a due diligence review by Goldmark Minerals and to the execution of a formal agreement. Pending completion or termination of the transactions contemplated by this agreement by February 16, 2008, we do not anticipate incurring any expenditures on this property other than payment of approximately $12,000 in fees to preserve our title.

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

Over the next 12 months we are continuing our Chile-Recon exploration and reconnaissance program. This program will consist of general prospecting and geochemical sampling in previously unvisited areas of the claims as well as geological mapping and geochemical sampling of previous located anomalous areas. The entire program is estimated to cost $551,793 of which Geocom is responsible for 50% ($275,897). Through December 31, 2007, we have spent $1,054,342 on this project.

Kinross Gold Corporation

On March 16, 2006, we entered into a binding letter agreement with Kinross Gold Corporation 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.

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As at December 31, 2007, Kinross’ has funded its 50% share of the initial exploration budgets, which totalled $2,108,684.

We have projected a budget of US $551,793, of which Geocom’s portion will be US $275,897, for mapping and geochemical sampling during the period December 31, 2007 – December 31, 2008:

Geologist	$	86,000
Assistants		31,200
Geochemistry		51,000
Geologic map		15,000
Helicopter		186,000
Camp & logistics		52,000
Report & target selection		15,000
field cost subtotal	$	436,200
G&A @ 15%		65,430
Project subtotal	$	501,630
Contingency @ 10%		50,163
Total Cost to establish drill targets	$	551,793

The budget is approximately $551,793 for the program, which began in December 2007 and ends 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 $275,897. 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.

Anticipated Cash Requirements

Our estimated expenses for the next 12 months are as follows:

Expense		Cost
Administrative Expenses	$	60,000
Legal and Accounting Expenses	$	60,000
Consulting Expenses	$	120,000
La Carolina Project	$	0
Iliamna Project	$	30,000
Cucaracha	$	4,200
Santa Rosa and Marcelita	$	12,000
South Chile Recon Program	$	275,897
Total	$	599,897

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We recorded a net loss of $310,173 for the six months ended December 31, 2007 and have an accumulated deficit of $5,656,053 since inception. As at December 31, 2007, we had cash reserves in the amount of $127,341. This is less than the $599,897 that our management anticipates spending on our exploration and development programs and the anticipated costs associated with our continuing operations. Accordingly, we expect that we will need to obtain additional financing in the near future. See “Future Financings,” below.

Results of Operations

Second Quarter and Six Month Summary

	Second Quarter Ended December 31			Six Months Ended December 31
			Percentage			Percentage
			Increase /			Increase /
	2007	2006	(Decrease)	2007	2006	(Decrease)
Revenue	0	0	0	0	0	0
Operating Expenses	$195,235	$199,680	(2.2)	$310,173	$405,940	(23.6)
Interest and Dividend	0	0	0	0	0	0
Income
Net Loss	$195,235	$201,855	(3.3)	$310,173	$408,115	(24.0)

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we have entered into commercial production of mineral projects. We are currently in the exploration stage of our business and we can provide no assurances that we will discover commercially exploitable resources on our properties, or if such resources are discovered, that we will be able to enter into commercial production.

Expenses

Our operating expenses for the quarters ended December 31, 2007 and December 31, 2006 are outlined in the table below:

	Second Quarter Ended December 31			Six Months Ended December 31
			Percentage			Percentage
			Increase /	2007	2006	Increase /
	2007	2006	(Decrease)	2007	2006	(Decrease)
Mineral exploration	$95,752	$155,974	(38.6)	$121,520	167,714	(27.5)
Oil & gas activities	0	0	0	0	0	0
General &	$99,483	$43,706	127.6	$188,635	$238,226	(20.8)
Administrative
Total Operating	$195,235	$199,680	(2.2)	$310,173	$405,940	(23.6)
Expenses

Operating expenses for the six months ended December 31, 2007 decreased by 23.6% as compared to the comparative period in 2006 primarily as a result of lower exploration and by 3 directors reducing their monthly compensation from $2,500 to $500 per month which reduced the administration costs.

Equity Compensation

As at December 31, 2007, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers.

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Liquidity and Financial Condition

Working Capital
			Percentage
	At December 31, 2007	At December 31, 2006	Increase / (Decrease)
Current Assets	$280,701	$117,128	139.7
Current Liabilities	$449,151	$345,355	30.1
Working Capital	($168,450)	($228,227)	26.2

Cash Flows
	Six Months Ended	Six Months Ended
	December 31, 2007	December 31, 2006
Cash Flows used in Operating Activities	($370,860)	($491,891)
Cash Flows used in Investing Activities	($765)	($3,651)
Cash Flows provided by Financing Activities	$401,925	$401,169
Effects of exchange rates on cash	$(1,455)	304
Net Increase (Decrease) in Cash During Period	$28,845	($94,069)

At December 31, 2007, our total assets were $325,192, which consisted primarily of cash assets of $127,341, other assets of $166,351 and capitalized mineral property acquisition costs of $31,500.

Current liabilities for the six months ended December 31, 2007 increased by 16.2% as compared to the balance as at June 30, 2007, primarily as a result of funds received from related parties to fund operations.

The principal components of the losses for the period ended December 31, 2007 were mineral exploration expenditures and general and administrative costs. For the six months ending December 31, 2007, four directors each receive $500 per month and one director receives $7,500 per month for services performed on behalf of our company.

Operating expenses for the six months ended December 31, 2007 decreased by 23.6% as compared to the comparative period in 2006 primarily as a result of lower mineral exploration expenditures and lower general and administrative costs.

Future Financings

The continuation of our business is dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

Off-Balance Sheet Arrangements

None

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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 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 Enacted Accounting Standards – not effective at December 31, 2007

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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.

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.

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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.

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.

- 27 -

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 December 31, 2007, we suffered losses of $5,656,053 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 $127,341 and a working capital deficit of approximately ($168,450) at December 31, 2007. We estimate our average monthly operating expenses to be approximately$50,000 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 notes to our interim consolidated financial statements for the period ended December 31, 2007, which are included with this quarterly report. Although our interim 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 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 evaluated the effectiveness of the design and operation of our disclosure controls and procedures at December 31, 2007, which is the end of the period covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in our most recent fiscal quarter.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, 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

The following sales of our securities have taken place since September 30, 2007, the date of our last quarterly report:

1.	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 TSX 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. In the course of preparing an SB-2 Registration statement it came to our attention that the U.S. Securities and Exchange Commission has phased out Regulation SB, which is no longer available and we are transitioning to a Form S-1. Due to this transition, we have asked private placees for an extension of the filing by 45 days. 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.

2.	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 TSX 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.

	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.

3.	On January 24, 2008 the Registrant sold one convertible promissory note in the face amount of $100,000 to one accredited investor who is not a U.S. Person. This convertible note was sold in an offshore transaction pursuant to the exemption from the registration requirements of the Securities Act of 1933 established in Rule 903 of Regulation S, promulgated thereunder. The convertible note evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible note may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.15 per share.

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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

Effective December 31, 2007, Mr. Clyde Harrison resigned as a director of our company. In his resignation, Mr. Harrison explained that he was unable to continue to devote any time to our business due to his need to devote his full time and attention to another business matter.

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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)
10.31	Letter agreement with Goldmark Minerals dated October 18, 2007 (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007)
10.32	Form of Subscription Agreement with Humbolt Capital (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007)
10.33	Form of Subscription Agreement with Alliance Capital (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007)
10.34	Convertible Promissory Note dated January 24, 2008 (incorporated by reference from our Current Report on Form 8-K filed on February 11, 2008)
(13)	Annual Report to Security Holders
13.1	Annual Report for the year ended December 31, 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.
21.2	Geocom Resources Inc., a Delaware 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 February 13, 2008	/s/ John Hiner
	John Hiner, President and CEO
	(Principal Executive Officer and a director)

Date February 13, 2008	/s/ Paul Chung
	Paul Chung, Chief Financial Officer
	(Principal Financial Officer,
	Principal Accounting Officer and a director)

Date February 13, 2008	/s/ Andrew Stewart
	Andrew Stewart
	Director

Date February 13, 2008	/s/ Talal Yassin
	Talal Yassin
	Director

Geocom Resources (GOCM) Inactive 10QSB2008 Q2 Quarterly report (small business)