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 endedMarch 31, 2008
[ ] 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 May 20, 2008
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
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PART I –FINANCIAL INFORMATION
Under the authority of Rule 13a-13(c)(2), we have omitted Part I of this quarterly report on Form 10-QSB.
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 January 16, 2008, we 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 our company’s common stock and one share purchase warrant with each warrant entitling the holder to purchase an additional common share of our company for a period of one year at a price of $0.25. We have 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. We will use our 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, we 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 we will seek to re-price the warrants to $0.20.
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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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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) |
| (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 May 20, 2008 | /s/ John Hiner |
| John Hiner, President and CEO | |
| (Principal Executive Officer and a director) | |
| Date May 20, 2008 | /s/ Paul Chung |
| Paul Chung, Chief Financial Officer | |
| (Principal Financial Officer, | |
| Principal Accounting Officer and a director) | |
| Date May 20, 2008 | /s/ Andrew Stewart |
| Andrew Stewart | |
| Director | |
| Date May 20, 2008 | /s/ Talal Yassin |
| Talal Yassin | |
| Director |
