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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2008

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

For the transition period from
[               
 ] to
[               
 ]

Commission file number 000-49621

GEOCOM RESOURCES INC.(Name of small business issuer in its charter)

|Nevada                                                               | 98-0349734                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|114 West Magnolia Street, Suite 413, Bellingham WA                   | 98225                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number 360.392.2898

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.00001(Title of class)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities 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 [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB.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 [X]    No
[   ]

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- ii -

State issuer's revenues for its most recent fiscal year:
$Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

28,962,788 common shares @ $0.02 (1) =
$318,590.66

(1)Average of bid and ask closing prices on November
24, 2008.

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 shares of common stock as at December 1, 2008.

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- iii -

TABLE OF CONTENTS

|PART
      I                                                                                                                                              | 1 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1: DESCRIPTION OF BUSINESS                                                                                                                     | 1 
|FORWARD
      LOOKING STATEMENTS                                                                                                                          | 1 
|OVERVIEW                                                                                                                                                  | 2 
|EMPLOYEES                                                                                                                                                 | 3 
|RESEARCH
      AND DEVELOPMENT EXPENDITURES                                                                                                               | 3 
|SUBSIDIARIES                                                                                                                                              | 3 
|PATENTS
      AND TRADEMARKS                                                                                                                              | 3 
|RISK
      FACTORS                                                                                                                                        | 3 
|RISKS
      ASSOCIATED WITH MINING                                                                                                                        | 3 
|RISKS
      ASSOCIATED WITH OUR COMPANY                                                                                                                   | 5 
|RISKS
      ASSOCIATED WITH OUR COMMON STOCK                                                                                                              | 6 
|ITEM
      2: DESCRIPTION OF PROPERTY                                                                                                                     | 7 
|EXECUTIVE
      OFFICES                                                                                                                                   | 7 
|MINERAL
      PROPERTIES                                                                                                                                  | 8 
|ITEM
      3: LEGAL PROCEEDINGS                                                                                                                           | 20
|ITEM
      4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                         | 20
|MARKET
      INFORMATION                                                                                                                                  | 20
|TRANSFER
      AGENT                                                                                                                                      | 20
|HOLDERS
      OF COMMON STOCK                                                                                                                             | 21
|DIVIDENDS                                                                                                                                                 | 21
|UNREGISTERED
      SALES OF EQUITY SECURITIES                                                                                                             | 21
|ITEM
      6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                   | 21
|PLAN
      OF OPERATIONS                                                                                                                                  | 21
|ITEM
      7: FINANCIAL STATEMENTS                                                                                                                        | 26
|ITEM
      8A: CONTROLS AND PROCEDURES                                                                                                                    | 28
|ITEM
      8B: OTHER INFORMATION                                                                                                                          | 29
|ITEM
      9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT | 30
|DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                                                                                     | 30
|COMMITTEES                                                                                                                                                | 31
|FAMILY
      RELATIONSHIPS                                                                                                                                | 31
|RELATED
      PARTY TRANSACTIONS                                                                                                                          | 31
|INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS                                                                                                            | 32
|CODE
      OF ETHICS                                                                                                                                      | 32
|COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT                                                                                                   | 33
|ITEM
      10: EXECUTIVE COMPENSATION                                                                                                                     | 33
|EXECUTIVE
      COMPENSATION                                                                                                                              | 33
|DIRECTOR
      COMPENSATION                                                                                                                               | 35
|OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END                                                                                                        | 36
|STOCK
      OPTION PLAN                                                                                                                                   | 36
|AGGREGATED
      OPTIONS EXERCISED IN THE YEAR ENDED JUNE 30, 2008 AND YEAR END OPTION
      VALUES                                                       | 37
|REPRICING
      OF OPTIONS/SARS                                                                                                                           | 38

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- iv -

|DIRECTOR
      COMPENSATION                                                                     | 38
|----------------------------------------------------------------------------------------------- | --
|ITEM
      12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE. | 39
|ITEM
      13: EXHIBITS AND REPORTS                                                             | 40
|ITEM
      14: PRINCIPAL ACCOUNTANT FEES AND SERVICES                                           | 41
|AUDIT
      COMMITTEE REQUIREMENTS                                                              | 42
|SIGNATURES                                                                                      | 43

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PART I

ITEM 1: DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements.
Forward-looking statements are statements that relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risk Factors and
the risks set out below, any of which may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:

- risks related to failure to obtain adequate financing on a timely basis and
  on acceptable terms for our planned exploration and development projects;
- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to 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.

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 based on our managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update them. 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 in this annual report on Form 10-KSB to conform these statements to
actual results.

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

Overview

Corporate History

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

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

Our Offices

The addresses of our principal executive offices are as
follows:

114 West Magnolia Street, Suite 413,
Bellingham, WA 98225. The telephone number is 360-392-2898.

918  1030 West Georgia Street,
Vancouver, BC, Canada V6E 2Y3. The telephone number is 604-637-9650.

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.

Mineral resource exploration generally consists of several
stages. 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 unexposed 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 12.5% beneficial
interest in the La Carolina property in Argentina covering approximately 2,030
hectares. We also own two properties in northern Chile  one, known as the Santa
Rosa/Marcelita property, which is comprised of approximately 2,433 hectares, and
the other, known as La Cucaracha, which is comprised of approximately 680
hectares. In addition, we are conducting reconnaissance and exploration
activities in regions 10 and 11 in Chile through the use of an extensive,
regional database. All our projects are presently in good standing. Our
properties and our reconnaissance program are discussed in greater detail in the
section of this annual report on Form 10-KSB titled Description of
Property beginning at page 7 below.

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, beginning at page 5 of this annual report on Form 10-KSB,
below, for additional information about the risks of mineral exploration.

Employees

We currently have 0 employees.

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

Subsidiaries

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

Patents and Trademarks

We do not own any patents or trademarks.

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 annual report on Form
10-KSB in evaluating our company and our 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.

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.

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

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

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

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

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

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

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

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

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

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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.

Risks associated with our company

The fact that we have insufficient working capital and no
assets raises substantial doubt about our ability to continue operations.

At June 30, 2008 we had only $111,550 in cash and a working
capital deficiency of $537,417, which is insufficient to continue with our
projected exploration operations. We have no assets and significant liabilities.
We require additional financing to continue our mineral exploration operations
and there is no guarantee we will be able to raise any additional funds. As a
result we may go out of business.

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 June 30, 2008, we suffered losses of
$5,960,686. 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 $111,550 and a working capital
deficit of approximately $537,417 at June 30, 2008. We estimate our average
monthly operating expenses to be approximately $33,000, including exploration,
general and administrative expense and investor relations expenses but our
budget could increase in response to field conditions, drill results and other
matters that cannot be currently anticipated. Cash on hand as of the date of
this annual report on Form 10-KSB 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. Recent upheavals in
the financial markets worldwide could make it very difficult for our company to
raise funds. If we cannot raise sufficient capital, coupled with our low current
share price, our business will fail.

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- 6 -

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors' report on our consolidated financial statements for the
year ended June 30, 2008, which are included with this annual report. Although
our consolidated financial statements raise substantial doubt about our ability
to continue as a going concern, they do not reflect any adjustments that might
result if we are unable to continue our business.

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

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

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

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

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 Pink Sheets 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 over-the-counter market
operated by the Pink Sheets LLC, operated by Pink Sheets LLC. Trading in stock
quoted on the Pink Sheets 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 our company or our operating
performance. Moreover, the Pink Sheets is not a stock exchange, and trading of
securities on the Pink Sheets 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 our
shares.

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- 7 -

Our shares are Penny Stocks. Because the SEC imposes
additional sales practice requirements on brokers who deal in penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty
in reselling your shares.

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 $5.00 per
share or an exercise price of less than $5.00 per 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.

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 14,295,000 shares
of our company. They may sell some of their shares in the future, which could
cause the price of our common stock to fall and reduce the value of your
shares.

Our officers and directors own a total of 14,295,000 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 market price of the
shares of our common stock could drop.

ITEM 2: DESCRIPTION OF PROPERTY

Executive Offices

Our registered agent in Nevada is Nevada Agency & Trust
Company. Our registered agents address is 50 West Liberty Street, Suite 880,
Reno NV 89501.

Our principal executive offices are currently located at Suite
413-114 West Magnolia Street, Bellingham, Washington, 98225.

On November 23, 2005 we entered into an annual lease agreement
to rent our Bellingham office premises from Crown Plaza Executive Office Suites.
The initial term was for one year at a cost of $613 per month. The lease was
renewed in 2006 and again in 2007. The lease expired on October 31, 2008 and we
have elected to continue on a month to month basis from and after November 1,
2008.

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- 8 -

All lease terms remain the same as the original lease, with the
exception of increased monthly rent, which was increased to $656.

We also rent shared office space at 918  1030 West Georgia
Street, Vancouver, BC, Canada V6E 2Y3 at a one-time cost of $50.

We have interests in seven projects located in Argentina,
Alaska, and Chile. These are as follows:

Mineral Properties

La Carolina Project, San Luis, Argentina

We own a 12.5% beneficial interest in the La Carolina project,
located in San Luis Province, Argentina. Seventy-five percent (75%) of the
beneficial interest in this project is owned by Latin American Minerals Inc.
(TSXV: LAT) and the balance of 12.5% is beneficially owned by TNR Gold Corp.
(formerly TNR Resources Inc.). Legal title to the La Carolina project is held in
the name of Compania Minera Solitario Argentina S.A., a wholly-owned subsidiary
of TNR Gold.

Pursuant to an agreement with TNR Gold Corp., Compania Minera
Solitario Argentina S.A. and Latin American Minerals Inc. dated October 26,
2005, Latin American acquired an option to earn up to a 75% interest in the La
Carolina project. This agreement provided that Latin American would earn its 75%
interest in the La Carolina project if it spent not less than $1,000,000 on
exploration of the property over a five-year period, made cash payments to our
company and TNR Gold totalling $125,000 and issued an aggregate of 125,000
shares of its common stock to our company and TNR Gold (to be shared on a 50/50
basis), in accordance with the following table:

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


Latin American timely issued the 25,000 common shares due to be
issued, and timely made the cash payments of $25,000 due to be paid, on each of
April 5, 2006 and April 5, 2007. On April 3 2008, Latin American elected to
accelerate its earn-in right. To date, our company has received cash in the
aggregate amount of $87,500 and 162,500 shares of Latin Americans common stock
and Latin American has spent in excess of $1,000,000 in exploration expenditures
on the property. Latin American now beneficially owns 75% of the property and
our company and TNR Gold each beneficially own 12.5% .

On April 16, 2008, after Latin American earned its interest in
this project, it announced that it had entered into an option agreement with CHC
Venture Capital Group, a private venture capital group based in Argentina and
focused on the resource sector. We are advised that this option agreement
permits CHC Venture Capital Group to earn up to a 51% interest in the La
Carolina property by making cash payments to Latin American over a period of
four years and by expending $750,000 per year for four years on exploration of
the property. We are not a party to this agreement. We do not currently have any
plans to spend any of our companys resources on further exploration of the La
Carolina project. During the next four years, we expect that Latin American and
CHC Venture Capital Group will continue to explore this property pursuant to the
terms of their option agreement.

Legal title to the La Carolina project remains in the name of
Compania Minera Solitario.

Property and Claims

La Carolina is comprised of 13 claims covering 2,024 hectares,
and application has been made for an additional 4 claims covering 4,061
hectares, as shown below:

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NAME
      FILE #
      PROVINCE
      SIZE (hectares)
      DATE GRANTEDATENEA
      672-D-88
      SAN LUIS
      194
      7-Jun-99ARBOL DE ANIBAL
      441-C-85
      SAN LUIS
      100
      7-Jun-99AFRODITA
      276-V-87
      SAN LUIS
      100
      7-Jun-99ADONIS
      673-D-88
      SAN LUIS
      200
      7-Jun-99ARBOLITO
      677-D-88
      SAN LUIS
      12
      7-Jun-99RETRO
      705-B-98
      SAN LUIS
      400
      12-Oct-00PENELOPE
      538-C-88
      SAN LUIS
      100
      7-Jun-99BACO
      674-D-88
      SAN LUIS
      100
      7-Jun-99CAROLINA II
      863-C-03
      SAN LUIS
      100
      28-Oct-04CAROLINA III
      864-C-03
      SAN LUIS
      100
      6-Feb-04CAROLINA IV
      865-C-03
      SAN LUIS
      500
      6-Feb-04CAROLINA V
      932-C-03
      SAN LUIS
      100
      15-Apr-04LA ESTANCIA II
      775-C-03
      SAN LUIS
      18
      4-Nov-03TotalGranted
      2024LA ESTANCIA III
      669-L-06
      SAN LUIS
      650
      waiting for concesionATENEA II
      668-L-06
      SAN LUIS
      150
      waiting for concesionULISES
      617-L-06
      SAN LUIS
      3354
      waiting for concesionCAROLINA S.E.
      674-L-07
      SAN LUIS
      447
      waiting for concesionTotalWaiting
      4601GrandTotal
      6623


Location and Access

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

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

Property Topography

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

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- 10 -

Property Geology

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

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

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

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

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

Compliance with Government Regulation

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

Prior Work

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

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- 11 -

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

Explorations

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

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

There are no known reserves on the La Carolina property.

Iliamna Project, Alaska, USA

Property and Claims

The Iliamna project is comprised of three block mining claims
identified as the D, H and S claims covering approximately 31,340 acres
(12,683 hectares) located in the Kuskokwin district of Western Alaska. The H
Block consists of the HF-1 through HF-63 federal lode mining claims (20 acres
each), and the HSS-1 through HSS-93, HYSS-1 through 8 State of Alaska full
quarter section mining claims. The D Block consists of the DS-1 through DS-24
and DSS-1 through DSS-64 State of Alaska full quarter section mining claims. The
S Block consists of the LSS-1 through LSS-3 State of Alaska full quarter
section mining claims. The federal lode claims are maintained by making annual
payments to the federal Bureau of Land Management of $125 per claim. The State
of Alaska claims are maintained by making annual payments in amounts dependent
upon when the claims were staked, to the Department of Natural Resources,
Division of Mining, Land and Water, State of Alaska. In our case, the annual
rental fee for all our State of Alaska claims is $220 per claim. In addition, we
must conduct $400 labor on each claim annually. We are currently up to date with
these obligations, and annual rentals have been paid for the period December 1,
2008 through November 30, 2009.

Agreement and Terms

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

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

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- 12 -

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

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

We planned to again drill in the D claims in our 2005
drilling program; however, there was no work completed on the property in 2005
due to permit delays, inclement weather and equipment constraints. We commenced
drilling in the D claims early in 2006. We drilled two 250 meter core holes to
test a large geophysical anomaly underlying the D claims. A further two holes
were drilled on the D claims in June, 2006. The cost of the program was
approximately $350,000. This project was completed in June 2006. Subsequent
results and final report indicated no substantial accumulations of potentially
economic metals. Initial analysis suggests that geophysical anomalies at the D
claims were reflective of pyrite in metasedimentary rocks.As of June 30,
2008, we have spent a total of $1,346,227 on the Iliamna project. Land payments
to hold the property have been made by TNR Gold.

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

Location and Access

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

Property Topography

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

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- 13 -

Property Geology

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

Compliance with government regulation

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

Our partner TNR Gold Corp has paid the applicable rental fees
required by Alaskan mining regulations for the staking of the property, which
extends the Iliamna claims until November 30, 2009. The annual state rentals for
the Alaska State mining claims are $100 per 160 acre quarter section or $25 per
40 acre quarter-quarter section and annual rental payments are due on November
30th of each year. We are current in payment of any rentals due to
the State of Alaska. Annual assessment work of $400 per 160 acre quarter section
or $100 per 40 acre quarter-quarter section must also be performed by us in
order to keep the claims in good standing, or a total of approximately $76,800
must be spent in labor costs or paid in lieu to maintain the claims in good
standing. The claims are in good standing, as all applicable payments have been
made by our partner TNR Gold Corp.

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

Previous Work

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

Exploration of the Iliamna Property

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

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- 14 -

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

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

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

We did not do any of the work planned for our 2005 drilling
program due to permit delays, inclement weather and equipment constraints. We
commenced drilling the D claims early in 2006. We drilled two 250 meter core
holes to test a large geophysical anomaly underlying the D claims. A further
two holes were drilled on the D claims in June, 2006. The subsequent report
documented the drilling of two core holes, neither of which encountered
potentially economic mineralization. The cost of the program was estimated to be
$350,000. This project was completed in June 2006. Total project cost to date is
$1,346,227. Dependent upon cost allocations that we did not contribute to, we
may be subject to some dilution. For information on our plans for this property
over the next 12 months, please see the section of this annual report on Form
10-KSB entitled Plan of Operations beginning at page 25. Subsequent
results reported no substantial accumulations of metals. Initial analysis
suggests that geophysical anomalies at the D claims were reflective of pyrite in
metasedimentary rocks. In consultation with our partners TNR Gold Corp., and BHP
Minerals International, we are evaluating whether additional geophysical methods
could be employed to better define drill targets.

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

We do not currently have sufficient funds to undertake any
program of exploration on this property and we may be unable to do so in the
future. Please see Risk Factors for more information.

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- 15 -

Escorpion Property, Chile

On January 10, 2005, through our wholly-owned subsidiary,
Minera Geocom Resources-Chile Limitada, we acquired an option to earn a 55%
interest on the Escorpión property in Chile from Minera Canela Limitada, a
Chilean mining company.We were entitled to earn a 55% undivided interest
in the Escorpión property by making staged exploration expenditures on the
property over a four year period. To earn our 55% undivided interest, were
required to spend an aggregate of US $1,700,001 over four years on exploration
of the property. Pursuant to the terms of the agreement, we were required to
spend $150,001 in exploration on the property on or by December 31, 2005. We met
this requirement and were required to spend a further $250,000 on exploration of
the property on or before the second anniversary of signing the agreement, a
further $500,000 on exploration of the property on or before the third
anniversary of signing the agreement and a further $800,000 on exploration of
the property on or before the third anniversary of signing the agreement. If we
exercised our option and acquired a 55% interest in Escorpión, we would then
have the option to acquire an additional 5% interest in the Escorpión property
at any time thereafter by making an additional cash payment of $162,500 or by
issuing that number of our common shares equal to $162,500 to Minera Canela.
Subsequent drilling in 2005 did not produce satisfactory results and, on March
23, 2007, we terminated the option and returned the property to the owners. No
further work was done. In total, and as of June 30, 2008, we had spent $236,678
on mineral exploration at the Escorpión.

Cucaracha, Chile

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

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

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

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

For information on our plans for this property over the next 12
months, please see the section of this annual report on Form 10-KSB entitled
Plan of Operations, beginning at page .

As of June 30, 2008, we have spent a total of $3,000 on
exploration of the Cucaracha property.

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Santa Rosa and Marcelita, Chile

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

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

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

We have not undertaken any significant exploration activity at
the Santa Rosa and Marcelita properties. Currently we do not have funds
necessary undertake any exploration activity in respect of these properties.
Please see Risk Factors for more information.

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

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

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

- commit to finance two exploration seasons, each exploration season being
  for a minimum of 100 days in duration;
- pay to Mitchell as a finders fee the sum of $25,000 per instance upon
  filing any claims or anomalies or occurrences generated from the database.
  Finders fees shall be capped at $50,000 per exploration season (no fees are
  currently owed);
- pay to Mitchell, 5% of the exploration costs expended on any such claim
  filed. This will be paid annually and be capped at US $500,000 per claim block
  (no fees are currently owed, as the partners have yet to calculate
  expenditures on individual projects);
- grant to Mitchell a 2.5% net smelter royalty on each claim block acquired
  as a result of the database. We may purchase 1.75% of this net smelter royalty
  (such that Mitchell would have a 0.75% net smelter royalty) from Mitchell for
  US $1,000,000;

The 3,000 plus sample database includes multi-element assays,
and covers a broad range of geologic terrains. Mitchell has accumulated
geochemical data from various sources such as Bureau de Researche de Geologie et
Miniere, a French government agency, and Sernageomin (Chilean exploration
agency), BHP-Billiton, and others. Mitchell compiled over

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- 17 -

1,600 stream sediment and 1,300 rock chip samples, augmented by
his own exploration work, into a GIS database combining topography, digital
elevation data, landsat imagery, air photos, structural interpretation and
published geology. Interpretation and analysis of this database combined with
ground follow-up resulted in the identification of over forty new mineralized
occurrences. In addition, the database revealed significant platinum/palladium
anomalies in stream sediments and pan concentrates. Numerous coarse-gold placer
occurrences were also identified that have no associated primary source.

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

By August of 2005, we were able to identify several areas in
Region 10 for follow-up sampling based on significant clusters of high gold and
copper values found in stream sediment samples, pan concentrates, and rock chip
samples. We identified a watershed for further exploration because of the high
percentage of angular gold noted in the samples, suggesting a gold source not
far from the sample locations. The results of Phase 1 validated the use of this
database for identifying mineralized terrain and provide an economic means for
selecting potentially mineralized areas for exploration.

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

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

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

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

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- 18 -

The sampling at Cerro Mera has returned high grade gold values
associated with quartz veins hosted by a series of easterly trending structures.
The first group of samples contains anomalous gold, silver, lead, zinc, and
copper.

Work conducted in January through March of 2008 consisted of
additional geologic mapping and sampling to define mineralized structures,
determine the volcanic and sedimentary stratigraphy, and to evaluate whether the
project merits drilling.

At Cerro Vaca our sampling of the quartz veins has returned up
to 5.65g/t gold over narrow widths. These southeast trending fractures can be
traced over tens of meters across the ridges.

Work conducted in January through March 2008 resulted in
delineation of a gold-bearing vein system that has been mapped over a strike
length of three kilometers. The vein system has been traced down dip over a
distance of 400 vertical meters. Rock-chip and chip-channel samples indicate
consistent gold mineralization. The median gold value of the 209 samples taken
is 0.60 g/t.

Correlation analysis indicates that the gold has a strong
association with silver, cadmium, copper, lead, and zinc, and a moderate
association with antimony and thallium, and to a lesser extent with arsenic.

The teams have completed their field evaluations and we are
currently analyzing all the data collected. We have spent $1,157,337 to June 30,
2008 on this project.

Currently we do not have the funds necessary to continue with
our work program. If we raise additional financing we intend to continue our
work on this project but we may be unable to do so. Please see Risk Factors
for more information.

Kinross

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



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- 19 -

The venture intends to jointly explore and acquire gold and
other mineral targets developed by the mineral exploration program. Properties
acquired by the venture will be managed via individual joint venture structures
on a 50-50 basis. Kinross has the right to acquire a majority interest by making
additional expenditures on individual properties and by exercising warrants
granted to Kinross by us. An accelerated evaluation program is underway, and we
are adding additional teams of geologists to the program to expedite the ongoing
exploration.

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

- Kinross and our company will participate in each mining company on an
  initial 50-50 basis until a total $500,000 has been expended exploration and
  development activities;
- Kinross has an option to acquire an additional 20% interest in a particular
  mining company during the currency of the shareholders agreement prior to or
  at the point when $500,000 has been expended on exploration and development
  activities on properties owned by that mining company,
- if Kinross elects to acquire an additional 20% interest in a particular
  mining company, it will fund an additional $250,000 in exploration and
  development costs for that mining company. After the additional expenditure
  has been made, Kinross and our company will participate in that mining company
  at a pro-rata basis of 30:70 (30% us, 70% Kinross);
- we shall issue to Kinross 500,000 share purchase warrants for each property
  selected by Kinross and made subject to a shareholders agreement. The warrants
  shall have a term no less than three years from issuance and entitle the
  holder thereof to purchase one of our common shares at a price equal to 80% of
  the weighted average closing price of our common stock for the thirty
  consecutive trading days immediately prior to the issuance of said warrants;
- in any shareholders agreement where either we or Kinross accept dilutions
  to a 10% working interest during expenditures on an individual property, that
  partys diluted interest shall be converted to a 2% net smelter royalty; and
- both Kinross and our company may transfer our respective interests in any
  particular shareholders agreement to a third party at any time, subject to a
  first right of refusal in favour of the other party.

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

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

As at September 1, 2007, Kinross has funded its $551,014 share
of the initial exploration budgets, which totalled $1,102,028. As at June 30,
2008, the unspent portion of $434,826 has been presented in our financial
statements for the year ended June 30, 2008, as an exploration advance
receivable.

Currently we lack sufficient funds to continue with this
project. If we are able to raise additional financing we intend to continue our
operations but we may be unable to do so. Please see Risk Factors for more
information.

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- 20 -

Compliance with government regulation

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

ITEM 3: LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.

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

No matters were submitted to a vote of security holders that
have not been previously disclosed.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our shares of common stock are quoted for trading on the
over-the-counter market operated by the Pink Sheets LLC under the symbol GOCM.
Until late October 2008 our shares were also listed for quotation on the OTC
Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA).
When we failed to timely file our annual report on Form 10-KSB for fiscal 2008,
the OTC Bulletin Board delisted our company.

Our CUSIP number is 37249H 10 5.

The following table sets forth the average high and the low bid
quotations quarterly for our shares of common stock during the fiscal years
ended June 30, 2007 and June 30, 2008, as well as the three month period ended
September 30, 2008. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not represent actual transactions. All
of these prices were the prices reported on http://finance.yahoo.com/.

Period
    High
    Low
    Close1stQuarter July 1, 2008-
      September 30, 2008
    $0.14
    $0.07
    $0.084thQuarter April 1, 2008  June 30, 2008
    $0.16
    $0.10
    $0.153rdQuarter January 1,
      2008March 31, 2008
    $0.21
    $0.14
    $0.162ndQuarter October 1, 2007  December 31, 2007
    $0.25
    $0.18
    $0.171stQuarter July 1, 2007 
      September 30, 2007
    $0.30
    $0.17
    $0.214thQuarter April 1, 2007-June 30, 2007
    $0.35
    $0.31
    $0.333rdQuarter January 1,
      2007-March 31, 2007
    $0.29
    $0.26
    $0.282ndQuarter October 1, 2006-December 31, 2006
    $0.29
    $0.26
    $0.281stQuarter July 1,
      2006-September 30, 2006
    $0.28
    $0.25
    $0.27


On December 1, 2008, the closing bid price for our common stock
was $0.03, as reported on Yahoo! Finance.

Transfer Agent

Our common shares are issued in registered form. The Nevada
Agency and Trust Company., 50 West Liberty Street, Reno, Nevada (Telephone:
(775) 322-0626; Facsimile: (775) 322-5623) is the registrar and transfer agent
for our common shares.

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- 21 -

Holders of Common Stock

As of December 1, 2008, there were 96 holders of record of our
common stock. As of such date, 28,962,788 common shares were issued and
outstanding.

Dividends

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Securities authorized for issuance under equity compensation
plans

We have no long-term incentive plans, other than the 2003 Stock
Option Plan described on page 36.

Unregistered Sales of Equity Securities

None.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Plan of Operations

The following discussion should be read in conjunction with our
financial statements and the related notes included herein.

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

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 annual report.

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

Plan of Operations - Next 12 Months

We have reduced our exploration activities in Alaska, Argentina
and Chile because we lack funds to continue our efforts at this time. Our
personnel are presently in standby mode, awaiting clarification of the world
financial markets and commodity market stabilization. We do not anticipate any
new exploration or evaluation of new properties until such time as markets
provide a clear direction. Due to current economic circumstances we intend to
make only those expenditures which are necessary to continue with those projects
we consider viable. However, we may have insufficient funds to do so. We
anticipate we will require $170,000 for the 12 months ending November 30, 2009
to fund our obligations in respect of our various properties and for our ongoing
operational expenses. The following discussion focuses on each property, our
goals regarding that property for the next 12 months and how we intend to
accomplish our goals.

Estimated Operating Expenses For the Next 12
      Month PeriodExploration Costs
    
    $La Carolina
    
    0Iliamna
    
    30,000


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Estimated Operating Expenses
      For the Next 12 Month PeriodSanta Rosa & Marcelita
    
    12,000Cucaracha
    
    4,200Chile Recon
    
    20,400Employee and Consultant Compensation
    
    0Professional Fees
    
    83,400General and Administrative Expenses
    
    20,000Total
    $
    170,000


La Carolina project

We do not plan to conduct any exploration work at the La
Carolina project in the next 12 months while Latin American and its partner,
which has the right to earn an interest in Latin Americans interest in the
project, conduct an exploration program and satisfies their internal earn-in
requirements. We are carried until the incoming partner has earned its interest
in Latin Americans interest. See Description of Property.

Iliamna project

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

Santa Rosa and Marcelita

We do not intend to conduct further exploration at Santa Rosa
or Marcelita during the next 12 months. We anticipate incurring land fees of
approximately $12,000during the next 12 months.

Cucaracha

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

Chile Recon Project

We have projected a budget of US $40,800 of which our portion
will be US$20,400 for maintenance of the claims.

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

Financial Condition, Liquidity and Capital Resources as at
June 30, 2008

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

At June 30, 2007, we had working capital deficiency of $237,088
compared to a working capital deficiency of $537,417 at June 30, 2008.

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- 23 -

At June 30, 2008, our total assets were $192,216, which
consisted primarily of cash assets of $111,550, other assets of $68,496 and
capitalized mineral property acquisition costs of $Nil.

At June 30, 2008, our total current liabilities increased to
$717,913 from $386,484 at June 30, 2007. This increase was due to an increase in accounts payable, promissory notes payable and convertible note payable.

We posted losses of $614,806 for the period ended June 30, 2008
and $5,960,686 since inception to June 30, 2008. The principal
components of the losses for the period ended June 30, 2008 were administrative
expenses of $352,819 and exploration expenses of $230,487. By comparison, as of
the period ended June 30, 2007 we had incurred administrative expenditures of
$425,700. For the year sending June 30, 2008, four directors each receive $500
per month and one director receives $7,500 per month for services performed on
behalf of the Company. The decrease in administrative expenses was due to the
reduction in exploration activities and the reduction in management fees paid to
directors and management.

Operating expenses for the period ended June 30, 2008 were
$583,306, compared to the period ended June 30, 2007, which were $818,980. The
decrease in operating expenses was due to the reduction in management fees paid
to directors and management.

At June 30, 2008, we had cash on hand of $111,550.

Going Concern

We have historically incurred losses, and through June 30, 2008
have incurred losses of $5,960,686  since inception. We will require
additional working capital to develop our business operations. We intend to
raise additional working capital through private placements, public offerings
and/or bank financing, although we not currently have any arrangements in place
to effect any such financing and there can be no assurance that we will be able
to raise the funds required. The present global financial crisis and commodity
market turbulence could seriously impact our ability to raise sufficient funds
to continue operations.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended June 30, 2008, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contained additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.

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.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern. Such adjustments may be
material.

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- 24 -

Recently Issued Accounting Standards

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.

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.

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations (SFAS 141R). SFAS 141R provides new guidance on
accounting for business combinations which includes the fundamental principle of
recording the acquired business at fair value. In addition, this statement
requires extensive disclosures about the acquisitions quantitative and
qualitative effects including validation of the fair value of goodwill. This
statement is effective for all business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008 (July 1, 2009 for the Company). Earlier
application is prohibited.

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements (SFAS
160). SFAS 160 requires noncontrolling interests to be treated as a
separate component of equity, not as a liability or other item outside of
permanent equity. This statement is applicable to the accounting for
noncontrolling interests and transactions with noncontrolling interest holders
in consolidated financial statements and is effective for fiscal years beginning
on or after December 15, 2008 (July 1, 2009 for the Company).

In February 2008, the FASB issued FSP SFAS No. 157-2,
Effective Date of FASB Statement No. 157 (FSP SFAS No. 157-2).
FSP SFAS No. 157-2 delays the effective date of SFAS No. 157 for nonfinancial
assets and nonfinancial liabilities that are not remeasured at fair value on a
recurring basis (at least annually) until fiscal years beginning after November
15, 2008 (July 1, 2009 for the Company), and interim periods within those fiscal
years. The Company does not expect the adoption of FSP SFAS No. 157-2 will have
a material impact on its consolidated financial statements.

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

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- 25 -

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 U.S.
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 amounts 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

Cash and cash equivalents consist of cash on deposit with banks
with maturities of 90 days or less from the original date of acquisition, which
are readily convertible to known amounts of cash and are subject to
insignificant changes in value.

Financial Instruments

The fair values of accounts payable, accrued liabilities and
amounts due to a related party were estimated to approximate their carrying
values due to the immediate or short-term maturity of these financial
instruments.

Stock-Based Compensation

The Company adopted SFAS 123R prospectively commencing in the
third quarter of the fiscal year ending June 30, 2006 and has recorded, as an
expense in each quarter beginning after December 15, 2005, a non-cash accounting
charge approximating the fair value of such share based compensation meeting the
criteria outlined in the provisions of SFAS 123R. The Company estimates the fair
value of its stock option grants using the Black-Scholes Option-Pricing
Model.

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- 26 -

ITEM 7: FINANCIAL STATEMENTS

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- 27 -





GEOCOM RESOURCES INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 and 2007

And For the Period from June 19, 2000 (Inception) Through
  June 30, 2008

U.S. FUNDS







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Independent Auditors Report

To the Shareholders of 
  Geocom Resources Inc.

We have audited the consolidated balance sheet of Geocom
  Resources Inc.(the Company) as at June 30, 2007 and the consolidated
  statements of operations, changes in stockholder's deficiency and cash flows for
  the year then ended. These consolidated financial statements are the
  responsibility of the Companys management. Our responsibility is to express an
  opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally
  accepted auditing standards and with the standards of the Public Company
  Accounting Oversight Board (United States). Those standards require that we plan
  and perform an audit to obtain reasonable assurance whether the financial
  statements are free of material misstatement. An audit includes examining, on a
  test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used and
  significant estimates made by management, as well as evaluating the overall
  financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  June 30, 2007 and the results of its operations and its cash flows for the year
  then ended in accordance with United States generally accepted accounting
  principles.

The consolidated financial statements as at June 30, 2006 were
  audited by other auditors who expressed an opinion without reservation on those
  statements in report dated September 19, 2006.

(signed) PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia 
  November 8, 2007

Comments by Auditor for U.S. Readers on Canada-U.S Reporting
  Difference

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast
  substantial doubt on the Companys ability to continue as a going concern, such
  as those described in note 2 to the financial statements. Our report to the
  shareholders dated November 8, 2007 is expressed in accordance with Canadian
  reporting standards which do not permit reference to such events and conditions
  in the auditors report when these are adequately disclosed in the financial
  statements.

(signed) PricewaterhouseCoopers LLP

Chartered AccountantsVancouver, British Columbia 
  November 8, 2007

---

|Maddox
      Ungar Silberstein, PLLC CPAs and Business Advisors
|---------------------------------------------------------------
|Phone (248) 203-0080                                           
|Fax (248) 281-0940                                             
|30600 Telegraph Road, Suite 2175                               
|Bingham Farms, MI 48025-4586                                   
|www.maddoxungar.com                                            

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of 
  Geocom Resouces Inc. 
  Bellingham, Washington

We have audited the accompanying consolidated balance sheet of
  Geocom Resources Inc., an exploration stage company (the Company) as of June
  30, 2008, and the related consolidated statements of operations, shareholders'
  equity (deficiency), and cash flows for the year then ended and for the period
  from June 19, 2000 (Date of Inception) through June 30, 2008. These financial
  statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based on
  our audit. The financial statements of Geocom Resources Inc. as of June 30, 2007
  were audited by other auditors whose report dated November 8, 2007 included an
  explanatory comment explaining that their report was issued in accordance with
  Canadian reporting standards which do not permit reference to events and
  conditions that raised substantial doubt about the Companys ability to continue
  as a going concern in the auditors report when these are adequately disclosed
  in the financial statements.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Companys internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audit provides a
  reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Geocom Resources Inc. as of June 30, 2008, and the results of its operations and
  its cash flows for the period then ended and from June 19, 2000 (Date of
  Inception) through June 30, 2008 in conformity with accounting principles
  generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the
  Company's absence of significant revenues, recurring losses from operations,
  negative working capital, and its need for additional financing in order to fund
  its operations in 2009 raise substantial doubt about its ability to continue as
  a going concern. The 2008 financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ Maddox Ungar Silberstein, PLLC

Bingham Farms, Michigan 
  November 29, 2008

---

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

|                                                           |   | June 30    |   |   | June 30    |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|ASSETS                                                     |   | 2008       |   |   | 2007       |  
|Current                                                    |   |            |   |   |            |  
|Cash and cash equivalents                                  | $ | 111,550    |   | $ | 98,496     |  
|Exploration advances
      receivable (note 4)             |   | 24,729     |   |   | -          |  
|Marketable securities (note 5)                             |   | 26,478     |   |   | 19,748     |  
|Prepaid expenses and
      advances                        |   | 17,739     |   |   | 31,152     |  
|                                                           |   | 180,496    |   |   | 149,396    |  
|                                                           |   |            |   |   |            |  
|Mineral Property Acquisition Costs(note 4)                 |   | -          |   |   | 31,500     |  
|Equipment(note 10)                                         |   | 11,720     |   |   | 13,666     |  
|                                                           | $ | 192,216    |   | $ | 194,562    |  
|                                                           |   |            |   |   |            |  
|                                                           |   |            |   |   |            |  
|LIABILITIES                                                |   |            |   |   |            |  
|Current                                                    |   |            |   |   |            |  
|Accounts payable and
      accrued liabilities             | $ | 254,375    |   | $ | 182,976    |  
|Accounts payable - related parties (note 11)               |   | 310,041    |   |   | 203,508    |  
|Promissory notes
      payable  related parties (note 11) |   | 49,168     |   |   | -          |  
|Convertible note payable (note 12)                         |   | 104,329    |   |   | -          |  
|                                                           |   | 717,913    |   |   | 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                           |   | 5,470,206  |   |   | 5,145,028  |  
|Deficit Accumulated During the
      Exploration Stage     |   | (5,960,686 | ) |   | (5,345,880 | )
|Accumulated Other Comprehensive Income (Loss)              |   | (35,507    | ) |   | 8,658      |  
|                                                           |   | (525,697   | ) |   | (191,922   | )
|                                                           | $ | 192,216    |   | $ | 194,562    |  
|                                                           |   |            |   |   |            |  
|Going Concern(note 2)                                      |   |            |   |   |            |  
|Subsequent Events(note 15)                                 |   |            |   |   |            |  

- See Accompanying Notes -

---

|Geocom Resources Inc.                 | Statement 2
|------------------------------------- | -----------
|(An Exploration Stage Company)        |            
|Consolidated Statements of Operations |            
|U.S. Funds                            |            

|                                          |   |                    |   |   |               |   |   | Inception  |  
|----------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ---------- | -
|                                          |   | For the Year Ended |   |   | through       |  
|                                          |   | June
      30      |   |   | June
      30 |  
|                                          |   | 2008               |   |   | 2007          |   |   | 2008       |  
|Operating Expenses                        |   |                    |   |   |               |   |   |            |  
|Mineral exploration expenditures          | $ | 230,487            |   | $ | 393,280       |   | $ | 3,299,301  |  
|Oil and gas activities                    |   | -                  |   |   | -             |   |   | 42,060     |  
|Other general and administrative          |   | 352,819            |   |   | 425,700       |   |   | 2,454,210  |  
|Loss from Operations                      |   | (583,306           | ) |   | (818,980      | ) |   | (5,795,571 | )
|Write-down of marketable securities       |   | -                  |   |   | -             |   |   | (3,375     | )
|Write-down of mineral properties          |   | (31,500            | ) |   | -             |   |   | (31,500    | )
|Interest expense                          |   | -                  |   |   | -             |   |   | (130,240   | )
|Loss for the Period                       |   | (614,806           | ) |   | (818,980      | ) |   | (5,960,686 | )
|                                          |   |                    |   |   |               |   |   |            |  
|Other Comprehensive Income (Loss)         |   |                    |   |   |               |   |   |            |  
|Foreign currency translation              |   | (1,455             | ) |   | 1,550         |   |   | -          |  
|Unrealized gains on marketable securities |   | (42,710            | ) |   | 7,203         |   |   | (35,507    | )
|Comprehensive Loss
      for the Period   | $ | (658,971           | ) | $ | (810,227      | ) | $ | (5,996,193 | )
|                                          |   |                    |   |   |               |   |   |            |  
|Loss Per Share                            |   |                    |   |   |               |   |   |            |  
|Basic and Diluted                         | $ | (0.02              | ) | $ | (0.03         | ) |   |            |  
|                                          |   |                    |   |   |               |   |   |            |  
|                                          |   |                    |   |   |               |   |   |            |  
|Weighted-Average Shares Outstanding:      |   |                    |   |   |               |   |   |            |  
|Basic and Diluted                         |   | 28,120,274         |   |   | 25,465,358    |   |   |            |  

- See Accompanying Notes -

---

|Geocom Resources Inc.                                            | Statement 3
|---------------------------------------------------------------- | -----------
|(An Exploration Stage Company)                                   |            
|Consolidated Statements of **Shareholders Equity (Deficiency)** |            
|U.S. Funds                                                       |            

DeficitAccumulated
      
      
      AccumulatedAdditional
      
      
      During the
      
      
      OtherShares
      
      
      Par Value
      
      
      Paid-in
      
      
      Exploration
      
      
      ComprehensiveCapital
      
      
      Stage
      
      
      Income
      
      
      TotalOpening Balance
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Shares issued for cash
      
      10,000,000
      
      
      100
      
      
      2,400
      
      
      -
      
      
      -
      
      
      2,500Shares issued for cash
      
      10,000,000
      
      
      100
      
      
      274,900
      
      
      -
      
      
      -
      
      
      275,000Loss 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
      
      
      -
      
      
      -
      
      
      200,000Loss 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
      
      
      -
      
      
      -
      
      
      55,556Loss 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
      
      
      -
      
      
      -
      
      
      750,000Shares issued with debtconversion
      
      493,678
      
      
      5
      
      
      513,420
      
      
      -
      
      
      -
      
      
      513,425Stock-based compensation
      
      -
      
      
      -
      
      
      62,676
      
      
      -
      
      
      -
      
      
      62,676Loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (1,082,369
      )
      
      -
      
      
      (1,082,369
      )Balance June 30, 2004
      
      17,359,532
      
      
      174
      
      
      1,858,983
      
      
      (1,752,474
      )
      
      -
      
      
      106,683Shares issued for cash
      
      3,583,143
      
      
      35
      
      
      1,490,020
      
      
      -
      
      
      -
      
      
      1,490,055Stock-based compensation
      
      -
      
      
      -
      
      
      182,746
      
      
      -
      
      
      -
      
      
      182,746Foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,078
      
      
      1,078Loss 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
      
      
      198,016Shares issued for cash
      
      1,164,643
      
      
      12
      
      
      237,541
      
      
      -
      
      
      -
      
      
      237,553Shares issued for property
      
      150,000
      
      
      2
      
      
      31,498
      
      
      
      
      
      -
      
      
      31,500Stock-based compensation
      
      -
      
      
      -
      
      
      454,835
      
      
      -
      
      
      -
      
      
      454,835Foreign 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
      
      
      -
      
      
      -
      
      
      829,630Shares issued for finders fees
      
      55,294
      
      
      1
      
      
      9,399
      
      
      -
      
      
      -
      
      
      9,400Share issuance costs
      
      -
      
      
      -
      
      
      (58,727
      )
      
      -
      
      
      -
      
      
      (58,727
      )Stock-based compensation
      
      -
      
      
      -
      
      
      109,151
      
      
      -
      
      
      -
      
      
      109,151Foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,550
      
      
      1,550Unrealized gains on marketablesecurities
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      7,203
      
      
      7,203Loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (818,980
      )
      
      -
      
      
      (818,980
      )Balance June 30, 2007  CarriedForward
      
      27,192,788
      
      $
      272
      
      $
      5,145,028
      
      $
      (5,345,880
      )
      $
      8,658
      
      $
      (191,922
      )


- See Accompanying Notes -

---

|Geocom Resources Inc.                                            | Statement 3  contd
|---------------------------------------------------------------- | --------------------
|(An Exploration Stage Company)                                   |                     
|Consolidated Statements of **Shareholders Equity (Deficiency)** |                     
|U.S. Funds                                                       |                     

DeficitAccumulated
      
      
      AccumulatedAdditional
      
      
      During the
      
      
      OtherShares
      
      
      Par Value
      
      
      Paid-in
      
      
      Exploration
      
      
      ComprehensiveCapital
      
      
      Stage
      
      
      Income
      
      
      TotalBalance Brought Forward- 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
      
      
      -
      
      
      -
      
      
      355,000Stock-based compensation
      
      -
      
      
      -
      
      
      33,196
      
      
      -
      
      
      -
      
      
      33,196Damages on private placement
      
      -
      
      
      -
      
      
      (63,000
      )
      
      -
      
      
      -
      
      
      (63,000
      )Foreign currency translation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,455
      )
      
      (1,455
      )Unrealized gains on marketablesecurities
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (42,710
      )
      
      (42,710
      )Loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (614,806
      )
      
      -
      
      
      (614,806
      )Balance June 30, 2008
      
      28,962,788
      
      $
      290
      
      $
      5,470,206
      
      $
      (5,960,686
      )
      $
      (35,507
      )
      $
      (525,697
      )


- See Accompanying Notes -

---

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

|                                                    |   |                    |   |   |                |   |   | Inception  |  
|--------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ---------- | -
|                                                    |   | For the Year Ended |   |   | through        |  
|                                                    |   | June
      30      |   |   | June
      30, |  
|                                                    |   |                    |   |   |                |   |   |            |  
|                                                    |   | 2008               |   |   | 2007           |   |   | 2008       |  
|Cash Flows from Operating Activities                |   |                    |   |   |                |   |   |            |  
|Loss for the period                                 | $ | (614,806           | ) | $ | (818,980       | ) | $ | (5,960,686 | )
|Adjustments to reconcile loss to cash               |   |                    |   |   |                |   |   |            |  
|used in operating activities:                       |   |                    |   |   |                |   |   |            |  
|Amortization of discount on notes
      payable     |   | -                  |   |   | -              |   |   | 55,556     |  
|Depreciation                                        |   | 2,916              |   |   | 4,361          |   |   | 13,705     |  
|Shares received for properties                      |   | (49,440            | ) |   | (7,795         | ) |   | (65,360    | )
|Write-down of marketable securities                 |   | -                  |   |   | -              |   |   | 3,375      |  
|Write-down of mineral properties                    |   | 31,500             |   |   | -              |   |   | 31,500     |  
|Common shares issued for services                   |   | -                  |   |   | -              |   |   | 275,000    |  
|Common shares issued for interest
      expense     |   | -                  |   |   | -              |   |   | 13,425     |  
|Stock-based compensation                            |   | 33,196             |   |   | 109,151        |   |   | 842,603    |  
|Change in non-cash working capital:                 |   |                    |   |   |                |   |   |            |  
|Exploration advances receivable                     |   | (24,729            | ) |   |                |   |   | (24,729    | )
|Other current assets                                |   | 13,413             |   |   | 14,723         |   |   | (17,739    | )
|Accounts payable and accrued liabilities            |   | 209,932            |   |   | 36,176         |   |   | 596,416    |  
|Exploration advances payable                        |   | -                  |   |   | (144,568       | ) |   | -          |  
|                                                    |   | (430,018           | ) |   | (806,932       | ) |   | (4,268,934 | )
|Cash Flows from Investing Activities                |   |                    |   |   |                |   |   |            |  
|Purchase of property and equipment                  |   | (970               | ) |   | (8,237         | ) |   | (25,425    | )
|                                                    |   |                    |   |   |                |   |   |            |  
|Cash Flows from Financing Activities                |   |                    |   |   |                |   |   |            |  
|Proceeds from notes payable                         |   | -                  |   |   | -              |   |   | 500,000    |  
|Proceeds from convertible notes payable             |   | 104,329            |   |   | -              |   |   | 104,329    |  
|Proceeds from notes payable  related
      parties |   | 49,168             |   |   | -              |   |   | 302,954    |  
|Repayment of notes payable  related parties        |   | -                  |   |   | -              |   |   | (253,786   | )
|Proceeds from advances  related
      parties      |   | -                  |   |   | -              |   |   | 118,982    |  
|Repayment of advances  related parties             |   | -                  |   |   | -              |   |   | (118,982   | )
|Issuance of common stock, net of share              |   |                    |   |   |                |   |   |            |  
|issuance costs and accrued damages                  |   | 292,000            |   |   | 780,303        |   |   | 3,752,412  |  
|                                                    |   | 445,497            |   |   | 780,303        |   |   | 4,405,909  |  
|Effects of exchange rates on cash                   |   | (1,455             | ) |   | 1,550          |   |   | -          |  
|                                                    |   |                    |   |   |                |   |   |            |  
|Net Change in Cash and Cash Equivalents             |   | 13,054             |   |   | (33,316        | ) |   | 111,550    |  
|Cash  Beginning of period                          |   | 98,496             |   |   | 131,812        |   |   | -          |  
|Cash  End
      of period                          | $ | 111,550            |   | $ | 98,496         |   | $ | 111,550    |  
|                                                    |   |                    |   |   |                |   |   |            |  
|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              | $ | 49,440             |   | $ | 7,795          |   | $ | 65,360     |  
|Shares issued for finders fees  equity financings | $ | -                  |   | $ | 9,400          |   | $ | 9,400      |  
|Shares issued on conversion of notes payable        | $ | -                  |   | $ | -              |   | $ | 500,000    |  

- See Accompanying Notes -

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

1. Summary of Significant Accounting Policies

Geocom Resource Inc. (Geocom) was incorporated on June 19,
  2000 under the laws of Nevada to engage in any lawful business or activity for
  which corporations may be organized under the laws of the State of Nevada.
  Geocom was engaged in the exploration of certain oil and natural gas interests
  in the state of California. In April 2003, Geocom made a strategic decision to
  focus and pursue opportunities in the mineral resource exploration and
  development sector in the state of Alaska and in the countries of Argentina and
  Chile. The Company is in the exploration stage. These consolidated financial
  statements have been prepared in accordance with U.S. generally accepted
  accounting principles.

Principles of Consolidation

The consolidated financial statements include the accounts of
  its wholly owned subsidiary, Minera Geocom Resources-Chile Limitada (MGRC).
  All significant inter-company transactions and balances have been
  eliminated.

Foreign Currency Translation

The functional currency of the Companys foreign subsidiary is
  the Chilean peso. Monetary assets and liabilities in foreign operations are
  translated to U.S. dollars using rates of exchange in effect at the end of the
  reporting period. Income and expense accounts are translated into U.S. dollars
  using average rates of exchange for the period.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amount of revenues and
  expenses during the reporting period. Actual results could differ from those
  estimates.

Loss Per Share

Basic earnings (loss) per share is computed by dividing income
  (loss) available to common shareholders by the weighted average number of common
  shares outstanding during the year. The computation of diluted earnings per
  share assumes the conversion, exercise or contingent issuance of securities only
  when such conversion, exercise or issuance would have a dilutive effect on
  earnings per share. The dilutive effect of convertible securities is reflected
  in diluted earnings per share by application of the "if converted" method. In
  years in which a loss is incurred, the effect of potential issuances of shares
  under options and warrants would be anti-dilutive, and therefore basic and
  diluted loss per share are the same

Cash and Cash Equivalents

Cash includes cash on account, demand deposits, and short-term
  instruments with maturities of three months or less.

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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

1. Summary of Significant Accounting Policies-
  Continued

Long-lived Assets

Equipment is stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor
  replacements, maintenance and repairs are charged to current operations.

Impairment losses are recorded on fixed assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. There were no
  impairment losses in 2008 or 2007.

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and
  liabilities. Geocom records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Financial Instruments

Geocom's financial instruments consist of cash, marketable securities, accounts payable and accrued liabilities, due to related parties, and exploration advances payable. Unless otherwise noted, it is management's opinion that the Company is not
  exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments
  approximate their carrying values, unless otherwise noted.

Mineral Properties

Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.  Mineral property acquisition costs are capitalized.  Although the Company has taken steps to verify title to mineral
  properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Marketable Securities

The Companys marketable securities have been classified as Available For Sale and are carried at fair value. Unrealized gains and losses are recorded as other comprehensive income until such time as the investments are sold, at which point
  such accumulated gains and losses are recorded in operations.

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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

1. Summary of Significant Accounting Policies-
  Continued

Stock-Based Compensation

The Company adopted SFAS 123R prospectively commencing in
  the third quarter of the fiscal year ending June 30, 2006 and has recorded,
  as an expense in each quarter beginning after December 15, 2005, a non-cash
  accounting charge approximating the fair value of such share based compensation
  meeting the criteria outlined in the provisions of SFAS 123R. The Company estimates
  the fair value of its stock option grants using the Black-Scholes Option-Pricing
  Model.

---

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 $537,417, a shareholders deficiency
  of $525,697 and a deficit accumulated during the exploration stage of $5,960,686as of June 30, 2008. 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, 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.

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3. Recent 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.

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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

3. Recent Adopted Accounting Pronouncements
  Continued

Recently Enacted Accounting
  Pronouncements, but not effective at June 30, 2008

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.

In December 2007, the FASB issued SFAS No. 141R, Business
  Combinations (SFAS 141R). SFAS 141R provides new guidance on
  accounting for business combinations which includes the fundamental principle of
  recording the acquired business at fair value. In addition, this statement
  requires extensive disclosures about the acquisitions quantitative and
  qualitative effects including validation of the fair value of goodwill. This
  statement is effective for all business combinations for which the acquisition
  date is on or after the beginning of the first annual reporting period beginning
  on or after December 15, 2008 (July 1, 2009 for the Company). Earlier
  application is prohibited.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS
  160). SFAS 160 requires noncontrolling interests to be treated as a
  separate component of equity, not as a liability or other item outside of
  permanent equity. This statement is applicable to the accounting for
  noncontrolling interests and transactions with noncontrolling interest holders
  in consolidated financial statements and is effective for fiscal years beginning
  on or after December 15, 2008 (July 1, 2009 for the Company).

In February 2008, the FASB issued FSP SFAS No. 157-2, Effective Date of FASB Statement No. 157 (FSP SFAS No. 157-2).
  FSP SFAS No. 157-2 delays the effective date of SFAS No. 157 for nonfinancial
  assets and nonfinancial liabilities that are not remeasured at fair value on a
  recurring basis (at least annually) until fiscal years beginning after November
  15, 2008 (July 1, 2009 for the Company), and interim periods within those fiscal
  years. The Company does not expect the adoption of FSP SFAS No. 157-2 will have
  a material impact on its consolidated financial statements.

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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

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 $87,500 and 162,500 shares to June 30, 2008 in full and final
  settlement of the amounts owing under the option agreement. Pursuant to the option agreement, Latin American has earned their 75% interest in the property by making these payments and incurring $1,000,000 in exploration expenditures on the
  property.

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 reduced 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) had been capitalized as an acquisition cost in these financial statements. At June 30, 2008, we determined that the value of our interest had been impaired and we wrote the value of this interest down to $-0-.

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. Subsequent results were not satisfactory and, on March 23, 2007, the company terminated the option and
  returned the property to the owners.

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 June 30, 2008, Kinross had funded all but $24,729 of its share of the recent exploration budgets, which is reflected as exploration expenditures receivable in these financial statements.

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

4. Exploration Properties- continued

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 112,500 shares of Latin American Minerals
  Inc. (Note 4), the fair value of which is $26,478 as at June 30,
  2008 (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.

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6. Notes Payable

Principal amounts due under notes payable, including notes payable to related parties and a convertible note payable, as of June 30, 2008 totaled $145,000. Accrued interest due under these notes payable totaled $8,497. As all notes payable
  are due upon demand, the principal amounts and the accrued interest amounts have been classified as current liabilities at June 30, 2008. See Notes 12 and 13.

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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

7. 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 June
  30, 2008 are as follows:

| |                                   |  |            |  |   |                 |  |   | Additional Paid  | 
| | --------------------------------- |  | ---------- |  | - | --------------- |  | - | ---------------- | 
| |                                   |  | Shares     |  |   | Par
      Value |  |   | 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 8) |  | -          |  |   | -               |  |   | 33,196           | 
| | Balance  end of period           |  | 28,962,788 |  | $ | 290             |  | $ | 5,533,206        | 

(i)                    
   During the year, 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. The Company has accrued $63,000 for
  damages for the current year and this represents the maximum penalty the Company
  is liable. Upon completion of a TSX-V listing the Company will seek to re-price
  the warrants to $0.20.

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

8. Stock Options

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

Option activity for the years ended June 30 is as follows:

|                            |  | 2008      |   |   | 2007           | 
|--------------------------- |  | --------- | - | - | -------------- | 
|                            |  |           |   |   | Weighted-      | 
|                            |  |           |   |   | average        | 
|                            |  | Options   |   |   | exercise price | 
|Balance  beginning of year |  | 1,230,000 |   | $ | 0.26           | 
|Granted                     |  | -         |   |   | -              | 
|Exercised                   |  | -         |   |   | -              | 
|Expired                     |  | (775,000  | ) | $ | 0.25           | 
|Balance  end of year       |  |           |   |   |                | 
|                            |  | 455,000   |   | $ | 0.29           | 
|                            |  |           |   |   |                | 
|Exercisable at end of year  |  | 414,000   |   | $ | 0.28           | 

Information about options outstanding at June 30, 2008 is as
  follows:

Weighted-averageremainingExercise Price
      
      Options
      life
        in years
      Exercisable
      
      Expiry$ 0.25
      
      165,000
      0.58
      165,000
      
      January 27, 2009$ 0.25
      
      125,000
      0.72
      125,000
      
      March 20, 2009$ 0.35
      
      125,000
      1.34
      100,000
      
      November 1, 2009$ 0.35
      
      40,000
      1.51
      24,000
      
      January 2, 2010455,000
      0.91
      414,000


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|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

9. Stock Based Compensation

For the years ended June 30, the Company issued stock options
  to its directors, officers and employees and estimated the related stock-based
  compensation as follows:

| |                                      |   | 2008 |  |   | 2007    | 
| | ------------------------------------ | - | ---- |  | - | ------- | 
| | Total options granted                |   | -    |  |   | 165,000 | 
| | Average exercise price               | $ | -    |  | $ | 0.35    | 
| | Estimated fair value of compensation | $ | -    |  | $ | 31,555  | 
| | Estimated fair value per option      | $ | -    |  | $ | 0.19    | 

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:

| |                                 |  | 2008 |  |  | 2007  | 
| | ------------------------------- |  | ---- |  |  | ----- | 
| | Risk-free interest rate         |  | -    |  |  | 4.55% | 
| | Expected dividend yield         |  | -    |  |  | 0.00% | 
| | Expected stock price volatility |  | -    |  |  | 106%  | 
| | Expected option life in years   |  | -    |  |  | 3.00  | 

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

| |                                    |   | 2008    |  |   | 2007    | 
| | ---------------------------------- | - | ------- |  | - | ------- | 
| | Number of options vested in period |   | 182,000 |  |   | 329,000 | 
| | Stock-based compensation expense   | $ | 33,196  |  | $ | 109,151 | 

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.

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

10. Stock Warrants

Warrant activity for the years ended June 30 is as follows:

| |                             |  | 2008      |   |   | 2007           | 
| | --------------------------- |  | --------- | - | - | -------------- | 
| |                             |  |           |   |   | Weighted-      | 
| |                             |  |           |   |   | average        | 
| |                             |  | Warrants  |   |   | exercise price | 
| | Balance  beginning of year |  | 4,955,470 |   | $ | 0.50           | 
| | Granted                     |  | 2,111,524 |   | $ | 0.30           | 
| | Exercised                   |  | (20,000   | ) | $ | 0.25           | 
| | Expired                     |  |           |   |   | -              | 
| |                             |  |           |   |   |                | 
| | Balance  end of year       |  | 7,046,994 |   | $ | 0.44           | 
| |                             |  |           |   |   |                | 
| | Exercisable at end of year  |  | 7,046,994 |   | $ | 0.44           | 

At June 30, 2008, the Company had share purchase warrants
  outstanding to purchase common shares as follows:

Shares
      Exercise Price
      Expiry Date2,483,176
      $ 0.50
      August 23, 2008416,818
      $ 0.50
      August 23, 20082,397,000
      $ 0.50
      January 8, 2009500,000
      $ 0.25
      November 7, 20081,250,000
      $ 0.25
      November 10, 20087,046,994


---

11. 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:

| |                        |   |        |  |   |              |  |   | 2008     |  |   | 2007     | 
| | ---------------------- | - | ------ |  | - | ------------ |  | - | -------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated  |  |   | Net Book |  |   | Net Book | 
| |                        |   | Cost   |  |   | Amortization |  |   | Value    |  |   | Value    | 
| | Furniture and fixtures | $ | 692    |  | $ | 692          |  | $ | -        |  | $ | 90       | 
| | Computer equipment     |   | 6,325  |  |   | 6,325        |  |   | -        |  |   | -        | 
| | Exploration equipment  |   | 18,763 |  |   | 7,043        |  |   | 11,720   |  |   | 13,576   | 
| |                        | $ | 25,780 |  | $ | 14,060       |  | $ | 11,720   |  | $ | 13,666   | 

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

12. Related Party Transactions

Geocom has month to month service agreements with related parties. Currently, three 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 $111,000 and $130,500 for services provided by directors for the years ending June 30, 2008 and 2007, respectively.

On July 12, 2007, an officer and director, loaned the Company $20,000 under the terms of a promissory note. The note is unsecured, has an interest rate of 10%, and is payable on demand with no set maturity. On July 31, 2007 another director,
  loaned the Company $25,000 under the terms of a promissory note. The note is unsecured, has an interest rate of 10% per annum, and is payable on demand with no set maturity. Interest accrued on these loans to June 30, 2008 totals $4,168.

The Company holds a 12.5% equity interest on the La Carolina project with a company in which Geocoms Chief Financial Officer is a shareholder and director (note 4).

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.

See Note 6.

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13. Convertible Note Payable

During the period, the Company signed a convertible promissory note with a face value of $100,000. The note is unsecured, bears interest at 10% per annum, is due on demand, and provides the lender with the option to convert all or part of the
  principal and accrued interest into shares of the Company at a conversion price of $0.15. Interest accrued on this loan to June 30, 2008 totals $4,329. See Note 6.

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

14 Income Taxes

The Company did not provide any current or deferred United
  States federal, state or foreign income tax provision or benefit for the period
  presented because it has experienced operation losses since inception. The
  Company has provided a full valuation allowance on the deferred tax asset,
  consisting primarily of net operating loss carry-forwards, because of
  uncertainty regarding its realization.

Deferred income taxes reflect the net tax effect of temporary
  differences between the carrying amounts of assets and liabilities for financial
  reporting purposes and the amounts used for income tax purposes. Significant
  components of the net deferred taxes at June 30 are as follows:

|                                           |   | 2008       |   |   | 2007       |  
|------------------------------------------ | - | ---------- | - | - | ---------- | -
|Deferred tax asset attributable to:        |   |            |   |   |            |  
|Net
      operating losses carried forward | $ | 1,680,000  |   | $ | 1,513,307  |  
|Valuation allowance                        |   | (1,680,000 | ) |   | (1,513,307 | )
|Total net deferred tax asset               | $ | -          |   | $ | -          |  

Geocom follows Statement of Financial Accounting Standards
  Number 109 (SFAS 109), Accounting for Income Taxes. SFAS No. 109 requires a
  valuation allowance, if any, to reduce the deferred tax assets reported if,
  based on the weight of the evidence, it is more likely than not that some
  portion or all of the deferred tax assets will not be realized. Management has
  determined that a valuation allowance of $1,680,000 at June 30, 2008 is
  necessary to reduce the deferred tax assets to the amount that will more likely
  than not be realized.

At June 30, 2008 Geocom had net operating loss carry-forwards
  amounting to approximately $4.5 million and $1.1 million for U.S. and Chile tax
  purposes, respectively, that expire in various amounts beginning in 2020 in the
  U.S. and have no expiry date in Chile.

---

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2008 and 2007                    
|U.S. Funds                                
|                                          

15. Segmented Information

The Company's only business activity is the exploration for and
  development of mineral reserves. This activity is carried out primarily in the
  United States and Chile. The breakdown by geographic region is as follows:

| | 30 June 2008                 |   | Chile   |  |   | United States |  |   | Consolidated | 
| | ---------------------------- | - | ------- |  | - | ------------- |  | - | ------------ | 
| | Segment revenue              | $ | -       |  | $ | -             |  | $ | -            | 
| | Segment operating
      loss | $ | 308,645 |  | $ | 306,161       |  | $ | 614,806      | 
| | Capital expenditures         | $ | 970     |  | $ | -             |  | $ | 970          | 
| | Identifiable
      assets    | $ | 132,175 |  | $ | 60,041        |  | $ | 192,216      | 

| | 30 June 2007                 |   | Canada  |  |   | United States |  |   | Consolidated | 
| | ---------------------------- | - | ------- |  | - | ------------- |  | - | ------------ | 
| | Segment revenue              | $ | -       |  | $ | -             |  | $ | -            | 
| | Segment operating
      loss | $ | 318,439 |  | $ | 500,541       |  | $ | 818,980      | 
| | Capital expenditures         | $ | 8,237   |  | $ | -             |  | $ | 8,237        | 
| | Identifiable
      assets    | $ | 164,218 |  | $ | 30,344        |  | $ | 194,562      | 

---

16. Commitments

Leases -

On November 23, 2005 the Company entered into an annual lease
  agreement to rent office space in Bellingham, Washington. The initial term was
  for one year, and was renewed in 2006. On October 31, 2007 the Company renewed
  the lease via amendment to extend the office lease until October 31, 2008.

All lease terms remain the same as the original lease, with the
  exception of increased monthly rent, which was increased to $656. This lease
  extension has expired and the Company is in the process of extending its lease.

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- 28 -

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We engaged Maddox Ungar Silberstein, PLLC on November 13, 2008
as our principal accountant to audit our financial statements after
PricewaterhouseCoopers, LLP resigned on November 12, 2008. We engaged
PricewaterhouseCoopers, LLP on September 12, 2006 as our principal accountant to
audit our financial statements after the clients of our then independent
auditors, Staley, Okada and Partners were acquired by PricewaterhouseCoopers,
LLP.

PricewaterhouseCoopers, LLPs report dated November 8, 2007, on
our consolidated balance sheet as of June 30, 2007, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended, did not contain an adverse opinion or disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope, or accounting
principles, except that PricewaterhouseCoopers, LLP expressed in their reports
substantial doubt about our ability to continue as a going concern.

In connection with the audit of our financial statements, and
in the subsequent interim period, there were no disagreements with
PricewaterhouseCoopers, LLP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of PricewaterhouseCoopers, LLP would
have caused PricewaterhouseCoopers, LLP to make reference to the matter in their
report. PricewaterhouseCoopers, LLP furnished us with a letter addressed to the
Commission stating that they agree with the above statements. A copy of that
letter, dated November 19, 2008 is filed as Exhibit 16 to our Form 8-K filed on
November 28, 2008. The decision to change accountants was approved by our Board
of Directors.

ITEM 8A: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this Annual Report on Form 10-KSB. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our company's reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our company's
reports filed under the Exchange Act is accumulated and communicated to our
principal executive officer and our principal accounting officer, as
appropriate, to allow timely decisions regarding required disclosure.

Based on its evaluation, our management concluded that as of
the end of the period covered by this Annual Report on Form 10-KSB, our
disclosure controls and procedures were not effective.

Managements Report on Internal Control Over Financial
Reporting.

Our companys management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our
companys internal control over financial reporting is designed to provide
reasonable assurance, not absolute assurance, regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our companys assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our companys receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable

---

- 29 -

assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
and that the degree of compliance with the policies or procedures may
deteriorate.

Our Management, including our principal executive officer and
principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of June 30, 2008 based on
the criteria set forth in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded that there are weaknesses in our internal controls over
financial reporting. As is indicative of many small companies, the lack of
segregation of duties and effective risk assessment were identified as areas
where weaknesses existed. Our company is taking steps to augment and improve the
design of our internal controls over financial reporting.

The weaknesses identified included inadequate security,
inadequate restricted access to systems and insufficient disaster recovery
plans. Management has also identified material weaknesses in our internal
control processes over procurement and disbursements, primarily related to lack
of segregation of duties.

This report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our companys
registered public accounting firm pursuant to temporary rules of the SEC that
permit our company to provide only management's report in this Annual Report on
Form 10-KSB.

During the period covered by this annual report on Form 10-KSB,
we have not been able to remediate the minor weaknesses identified above. We
plan to implement changes in internal control over financial reporting during
our fiscal year ending June 30, 2009 in order to mitigate existing
weaknesses.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the fourth quarter of our fiscal year ended June 30, 2008 that
have materially affected or are reasonably likely to materially affect, our
internal control over financial reporting.

Certificates

Certificates with respect to disclosure controls and procedures
and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a)
of the Exchange Act are attached to this Annual Report on Form 10-KSB.

PART III

ITEM 8B: 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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- 30 -

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of the stockholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors, executive officers and significant employees, their ages, positions
held, and duration as such, are as follows:

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedJohn Hiner
    President, CEO and Director
    59
    April
      4, 2003Paul Chung
    CFO,
      Secretary, Treasurer and Director
    51
    May
      20, 2003Andrew Stewart
    Director
    35
    June
      19, 2000Talal Yassin
    Director
    34
    June
      19, 2000


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our director, executive
officer and key employee, indicating his principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

John Hiner

Mr. Hiner became our President, CEO and a Director on April 4,
2003.

Mr. Hiner has been involved in the mining industry for over 30
years. From 2000 to 2003 Mr. Hiner operated JEHCORP Inc., a consulting firm to
the mining industry. Prior to this, Mr. Hiner was the Vice President of Champion
Resources. Mr. Hiner is also a director of Villanova Capital Corp., a TSX
Venture Exchange capital pool corporation, and a director of Providence Capital
Corp., a TSX Venture Exchange capital pool corporation.

Mr. Hiner holds a B.Sc. in geology from San Diego State
University awarded in 1972, and a M.S. in geology from the Mackay School of
Mines, University of Nevada-Reno, awarded in 1978 awarded in 1978.

Paul Chung

Mr. Chung became our CFO, Secretary Treasurer, and a Director
on May 20, 2003.

Since 1994, Mr Chung has acted as a director of TNR Gold Corp.
(TRR:TSX-V), a gold exploration company with properties in Argentina, Canada and
the USA. Mr. Chung is also a director of Soho Resources Corp. (SOH:TSX-V) with a
mining property in Mexico, and a director of Mayfair Mining and Minerals Inc.
(OTC BB:MFMM.OB) with gold properties in Zambia and Sapphire properties in
Madagascar.

Mr. Chung holds a B.Sc. in geology from the University of
British Columbia awarded in 1981, and a Masters in Business Administration from
Athabasca University, Alberta, awarded in 2002.

Andrew Stewart

Mr. Stewart became a Director on June 19, 2000.

Mr. Stewart is a corporate finance lawyer in British Columbia
with experience in corporate, securities and tax law.

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- 31 -

Mr. Stewart previously acted as a director and the Secretary of
Altus Explorations Inc., a resource exploration company as well as a director
and the Secretary of Universco Broadband Networks Inc., a British Columbia
company providing broadband wireless communications services.

Mr. Stewart has also practiced as a corporate and securities
lawyer with Catalyst Corporate Finance Lawyers, in Vancouver, British Columbia
and as a tax lawyer with Thorsteinssons, Tax Lawyers, where he assisted clients
with a variety of corporate tax planning, compliance and litigation matters.

Mr. Stewart holds a Master of Laws from the University of
Cambridge, England, awarded in 1998, a Bachelor of Laws degree from the
University of Alberta (Silver Medal), awarded in 2002, and a Bachelor of Arts
from the University of British Columbia, awarded in 1994.

Talal Yassin

Mr. Yassin became a Director on June 19, 2000.

Mr. Yassin is fluent in Arabic and Greek and has developed
substantial contacts in the land and development industry inside and outside of
North America.

Since January 2001 Mr. Yassin has been the President and Chief
Executive Officer of Universco Broadband Networks Inc., a British Columbia
company providing broadband wireless communications services. Mr. Yassin has
also acted as a director of Info Touch Technologies Corp. (IFT:CDNX) an internet
kiosk developer and manufacturer as well as a director and Vice President of
Development of Alpha Beta Developments Ltd., a private Vancouver based real
estate development company, where he is involved in numerous aspects of the real
estate and development business, including acquisitions, financing, construction
and marketing.

Mr. Yassin holds a Bachelor of Arts Degree from Simon Fraser
University, British Columbia, awarded in 1996.

Committees

Currently our company has the following committees:

- Audit Committee;
- Nominating and Corporate Governance Committee; and
- Compensation Committee.

Our Audit Committee is currently made up of Paul Chung and
Andrew Stewart. The Audit Committee is governed by the Audit Committee Charter
adopted by the board of directors on October 12, 2003.

Our Nominating and Corporate Governance Committee is currently
made up of John Hiner and Paul Chung. The Nominating and Corporate Governance
Committee is governed by the Nominating and Corporate Governance Committee
Charter adopted by the board of directors on October 12, 2003.

Our Compensation Committee is currently made up of John Hiner
and Paul Chung. The Compensation Committee is governed by the Compensation
Committee Charter adopted by the board of directors on October 12, 2003.

Family Relationships

None of the current directors or officers of our company are
related by blood or marriage.

Related Party Transactions

We have month to month service agreements with related parties.
Currently, three directors each receive $500 per month and one director receives
$7,500 per month for services performed on our behalf. We have paid or accrued

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- 32 -

$111,000 and $130,500 for services provided by these directors
for the years ending June 30, 2008 and 2007, respectively.

On July 12, 2007, an officer and director, loaned the Company
$20,000 under the terms of a promissory note. The note is unsecured, has an
interest rate of 10%, and is payable on demand with no set maturity. On July 31,
2007 another director loaned our company $25,000 under the terms of a promissory
note. The note is unsecured, has an interest rate of 10% per annum, and is
payable on demand with no set maturity. Interest accrued on these loans to June
30, 2008 totals $4,168.

Our company holds a 12.5% equity interest in the La Carolina
project. One of our partners in this project is a company in which our Chief
Financial Officer is a shareholder and director.

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.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                           

Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B, and is independent as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our Board of Directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated any revenues to date.

Code of Ethics

Effective October 12, 2003, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our Board of Directors, our companys officers including our
president (being our principal executive officer) and our companys chief
financial officer (being our principal financial and accounting officer),
contractors, consultants and advisors. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:

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- 33 -

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |    |                                                                                                                                                                                                                              
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |    |                                                                                                                                                                                                                              
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our companys personnel
are to be accorded full access to our companys board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our Company officers.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
companys Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to:
Geocom Resources Inc., Suite 413-114 West Magnolia Street, Bellingham,
Washington, 98225, Attention John Hiner.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish us with copies of
all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors
and greater than 10% shareholders filed the required reports in a timely manner.

ITEM 10: EXECUTIVE COMPENSATION

Executive Compensation

The particulars of compensation paid to the following persons:

| | (a) | our principal executive
officer;
| | --- | --------------------------------

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- 34 -

| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended June 30, 2008; and                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                    
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended June
      30, 2008,

who we will collectively refer to as
our named executive officers, of our company for the years ended June 30, 2008
and 2007, are set out in the following summary compensation table, except that
no disclosure is provided for any named executive officer, other than our
principal executive officers, whose total compensation does not exceed $100,000
for the respective fiscal year: The table below summarizes all compensation
awarded to, earned by, or paid to our executive officers by any person for all
services rendered in all capacities to us for the fiscal year ended June 30,
2008.

The particulars of compensation paid to the following persons:

- our principal executive officers;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended June 30, 2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial
  year,who we will collectively refer to as the named executive officers, of
  our years ended June 30, 2008 and 2007, are set out in the following summary
  compensation table:

SUMMARY COMPENSATION TABLEName and Principal
        Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other Compensa- tion ($)
      Total ($)John Hiner
      2008
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilPresident & CEO
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilPaul Chung
      2008
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilCFO, Secretary 
        and Treasurer
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


We have not entered into any employment agreement or consulting
agreement with our current directors and executive officers. There are no
arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our directors and executive
officers may receive stock options at the discretion of our board of directors
in the future. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors from time to time. We have no plans or
arrangements in respect of remuneration received or that may be received by our
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation, retirement, change of control) or a
change of responsibilities following a change of control.

---

- 35 -

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended June 30, 2008, we did not pay any compensation or grant any stock options
to our directors.

Name
    Fees Earned or
      Paid in Cash ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation($)
    Change in Pension Value
      and Nonqualified Deferred
      **Compensation** Earnings
    All Other
      **Compensation** ($)
    Total
      ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)John Hiner
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilPaul Chung
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilAndrew Stewart
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilTalal Yassin
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


During the fiscal year ended June 30, 2008, there were no
standard or other arrangements pursuant to which any of our directors were
compensated for services provided in their capacity as directors.

We currently have no formal plan for compensating our directors
for their services in their capacity as directors, although we may elect to
issue additional stock options to such persons in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily
required of a director.

Employment Contracts

Other than as described below, we are not party to any
employment contracts with our directors and officers.

We have month to month service agreements with related parties.
Currently, three directors each receive $500 per month and one director receives
$7,500 per month for services performed on our behalf. We have paid or accrued
$111,000 and $130,500 for services provided by these directors for the years
ending June 30, 2008 and 2007, respectively.

On July 12, 2007, an officer and director, loaned the Company
$20,000 under the terms of a promissory note. The note is unsecured, has an
interest rate of 10%, and is payable on demand with no set maturity. On July 31,
2007 another director loaned our company $25,000 under the terms of a promissory
note. The note is unsecured, has an interest rate of 10% per annum, and is
payable on demand with no set maturity. Interest accrued on these loans to June
30, 2008 totals $4,168.

Our company holds a 12.5% equity interest in the La Carolina
project. One of our partners in this project is a company in which our Chief
Financial Officer is a shareholder and director.

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.

---

- 36 -

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes certain information regarding
our equity compensation plan as at June 30, 2008:

Equity
        Compensation Plan InformationPlan category
      Number of securities
        to be issued upon exercise of outstanding
        options, warrants and rights (a)
      Weighted-average
        exercise price of outstanding options, warrants
        and rights (b)
      Number of securities remaining
        available for future issuance under equity
        compensation plans (excluding securities reflected in column (a)) (c)Equity compensation plans approved by security holders
      Nil
      Nil
      NilEquity compensation plans not approved by security holders
      414,000
      455,000
      $0.91Total
      414,000
      455,000
      $0.91


Stock Option Plan

On November 20, 2003 we established a stock option plan (the
Plan) pursuant to which 1,700,000 common shares were reserved for issuance.
The purpose of the Plan is to enhance the long-term stockholder value of our
company by offering opportunities to our directors, officers, employees and
eligible consultants and any entity that directly or indirectly is in control of
or is controlled by our company (a Related Company) to acquire and maintain
stock ownership in the Company in order to give these persons the opportunity to
participate in our growth and success, and to encourage them to remain in our
service or a Related Company.

The Plan is administered by our Board of Directors or by a
committee of two or more non-employee directors appointed by our Board of
Directors (the "Plan Administrator"). Subject to the provisions of the Plan, the
Plan Administrator has full and final authority to grant the awards of stock
options and to determine the terms and conditions of the awards and the number
of shares to be issued pursuant thereto. Options granted under the Plan may be
either "incentive stock options," which qualify for special tax treatment under
the Internal Revenue Code of 1986, as amended, (the "Code"), nonqualified stock
options or restricted shares.

All of our employees and members of our Board of Directors are
eligible to be granted options. Individuals who have rendered or are expected to
render advisory or consulting services to us are also eligible to receive
options. The maximum number of shares of our Common Stock with respect to which
options or rights may be granted under the Plan to any participant is 1,700,000
shares.

The exact terms of the option granted are contained in an
option agreement between us and the person to whom such option is granted.
Eligible employees are not required to pay anything to receive options. The
exercise price for incentive stock options must be no less than the fair market
value of the Common Stock on the date of grant. The exercise price for
nonqualified stock options is determined by the Plan Administrator in its sole
and complete discretion. An option holder may exercise options from time to
time, subject to vesting. Options will vest immediately upon death or disability
of a participant and upon certain change of control events.

The Plan Administrator may amend the Plan at any time and in
any manner, subject to the following: (1) no recipient of any award may, without
his or her consent, be deprived thereof or of any of his or her rights
thereunder or with respect thereto as a result of such amendment or termination;
and (2) any outstanding incentive stock option that is modified, extended,
renewed, or otherwise altered must be treated in accordance with Section 424(h)
of the Code.

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All awards granted under the Plan expire 10 years from the date
of grant, or such shorter period as is determined by the Plan Administrator. No
option is exercisable by any person after such expiration. If an award expires,
terminates or is cancelled, the shares of our Common Stock not purchased
thereunder may again be available for issuance under the Plan.

We filed a registration statement on Form S-8 pursuant to the
Securities Act of 1933 to register the shares of our Common Stock reserved for
issuance under the Plan on December 17, 2003.

In January 2006, we issued 165,000 stock options, which vest
according to the companys stock option plan - in 20% increments over two years
every six months with the first 20% vesting on the grant date. The exercise
price of the stock options is $0.25 and they expire three years after the grant
date. We also issued 125,000 stock options, subject to the 20% Vesting
Provisions, in March of 2006. The strike price of these stock options is $0.25
and they expire three years after the grant date.

We granted 165,000 stock options during the 2007 fiscal year as
follows:

No. of Stock
      Options
    Grant Date
    Exercise Price
    Expiry Date40,000
    January 2, 2007
    $0.35
    January 2, 2010125,000
    November 1, 2006
    $0.35
    November 1, 2009


We granted no stock options during the fiscal year ended June
30, 2008.

Outstanding equity awards at fiscal year-end

OPTION
        AWARDS
      STOCK
        AWARDSName
      Number
        of Securities Underlying UnexercisedOptions (#) Exercisable
      Number
        of Securities Underlying**Unexercised**Options (#) **Unexercisable**
      Equity Incentive Plan Awards: Number of
        Securities Underlying **Unexercised**UnearnedOptions (#)
      **Option** **Exercise** Price
        ($)
      Option Expiration Date
      Number of Shares or Unitsof Stock That Have Not Vested
        (#)
      Market
        Value of**Shares** or Units
        of Stock That Have Not
        Vested ($)
      Equity Incentive Plan Awards: Numberof **Unearned**Shares, Units or Other Rights That Have Not
        Vested (#)
      Equity Incentive Plan
        Awards: Market **or Payout**
        Value of **Unearned**Shares,
        Units or Other Rights That
        **Have Not** Vested (#)John Hiner
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilPaul Chung
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilAndrew Stewart
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilTalal Yassin
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

195,000 stock options were exercised during the last fiscal
year (2007) for proceeds of $48,750.

Aggregated Options Exercised in the Year Ended June 30, 2008
and Year End Option Values

There were no stock options exercised during the year ended
June 30, 2008.

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Repricing of Options/SARS

No SARs have been granted by our company.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended June 30, 2008, we did not pay any compensation or grant any stock options
to our directors.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of the directors or executive officers of our company or
any associate or affiliate of our company during the last two fiscal years, is
or has been indebted to our company by way of guarantee, support agreement,
letter of credit or other similar agreement or understanding currently
outstanding.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following tables set forth, as of December 1, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers as a
group. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

Security ownership of certain beneficial owners.

(1) Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership1
    (4) Percent of class1Common Stock
    Cede & Co.2 PO Box 20
      Bowling Green Station New York, NY 10004
    13,212,872 Direct
    45.62%


1 Based on 28,962,788 of
common stock issued and outstanding as of December 1, 2008. Except as otherwise
indicated, we believe that the beneficial owner of the common stock listed
above, based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options or warrants currently exercisable or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage ownership of the
person holding such option or warrants, but are not deemed outstanding for
purposes of computing the percentage ownership of any other person.

2 Cede & Co is the
nominee name for The Depository Trust Company, and we have no information on the
beneficial owners of our common stock.

Security ownership of management

(1) Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership1
    (4) Percent of class1Common Stock
    Paul Chung 2020 No. 4 Road Richmond, BC
    1,552,500 (2) Direct
    5.36%Common Stock
    John Hiner 9443 Axlund Road Lynden WA
      98624
    1,537,500 (3) Direct
    5.31%


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(1) Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership1
    (4) Percent of class1Common Stock
    John Hiner & Shirley Hiner 9443 Axlund
      Road Lynden WA 98624
    150,000 Direct
    0.52%Common Stock
    Andrew Stewart 3301-1009 Expo Blvd.
      Vancouver, BC
    5,527,500 (4) Direct
    19.09%Common Stock
    Talal Yassin 1325 Cammeray Rd W
      Vancouver BC V7S 2N2
    5,527,500 (5) Direct
    19.09%Directors & Officers as a
      group
    14,295,000
    49.37%


1 Based on 28,962,788 of
common stock issued and outstanding as of December 1, 2008;

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended June 30, 2008, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
  more than 10% of the voting rights attached to our outstanding shares of
  common stock;
- Any member of the immediate family of any of the foregoing persons.

Corporate Governance

Board of Directors Independence

We currently act with four directors and two executive
officers.

We have an audit committee and audit committee charter. Our
audit committee is not independent as the term is used in Nasdaq Marketplace
Rule 4200(a)(15), as amended and is presently comprised of Paul Chung and Andrew
Stewart. A copy of our audit committee charter is attached to this Annual Report
The Audit Committee represents the Board of Directors in discharging its
responsibility relating to the accounting, reporting and financial practices of
the Company and its subsidiaries, and has general responsibility for oversight
of internal controls, accounting and audit activities and legal compliance of
the Company and its subsidiaries. However, the Audit Committees function is one
of oversight only and shall not relieve the Companys management of its
responsibilities for preparing financial statements which accurately and fairly
present the Companys financial results and conditions or the responsibilities
of the independent accountants relating to the audit or review of financial
statements.

Currently we do not have a member in our Board of Directors who
is considered as a audit committee financial expert as defined in SEC Release
No. 33-8177 SEC. II(A)(4)(c).

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ITEM 13: EXHIBITS AND REPORTS

Exhibit Number
    Description(3)
    Articles of Incorporation and Bylaws3.1
    Restated Articles of Incorporation (attached as an
      exhibit to our Registration Statement on Form SB-2 filed on June 7, 2001).3.2
    By-laws (attached as an exhibit to our Registration
      Statement on Form SB-2 filed on June 7, 2001).(4)
    Instruments Defining the Rights of Security Holders,
      Including Indentures4.1
    Specimen Stock Certificate (attached as an exhibit to our
      Registration Statement on Form SB-2 filed on June 7, 2001).4.2
    2003 Stock Option Plan (attached as an exhibit to our
      Registration Statement on Form S-8 filed on December 17, 2003).(10)
    Material Contracts10.1
    Option Agreement dated May 1, 2003 between Geocom
      Resources Inc. and TNR Resources Ltd. (attached as an exhibit to our
      Amended Current Report on Form 8-K/A, filed on May 5, 2003).10.2
    Option Agreement dated May 7, 2003 between Geocom
      Resources Inc. and TNR Resources Ltd. (attached as an exhibit to our
      Current Report on Form 8-K, filed on May 20, 2003).10.3
    Consulting Agreement dated January 19, 2004 with Gary
      Schellenberg (attached as an exhibit to our Quarterly Report on Form
      10-QSB, filed on February 20, 2004).10.4
    Consulting Agreement dated January 19, 2004 with Roberto
      Lara (attached as an exhibit to our Quarterly Report on Form 10-QSB, filed
      on February 20, 2004).10.5
    Form of Stock Option Agreement for January 21, 2004 grant
      of stock options (attached as an exhibit to our Annual Report on Form
      10-KSB filed on October 14, 2004)10.6
    Form of Stock Option Agreement for July 26, 2004 grant of
      stock options (attached as an exhibit to our Annual Report on Form 10-KSB
      filed on October 14, 2004)10.7
    Form of Securities Purchase Agreement for October 2004
      private placements (attached as an exhibit to our Registration Statement
      on Form SB-2 filed on December 1, 2004).10.8
    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. (attached as an exhibit to our Annual Report
      on Form 10-KSB filed on October 6, 2006)10.9
    Consulting Agreement dated December 2, 2004 with Clyde
      Harrison (attached as an exhibit to our Current Report on Form 8-K filed
      on December 2, 2004)10.10
    Letter agreement dated March 14, 2005 between Geocom
      Resources Inc., Minera Geocom Resources-Chile Limitada and Robert Mitchell
      (attached as an exhibit to our Annual Report on Form 10-KSB filed on
      October 6, 2006)10.11
    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. (attached as an exhibit to our Current Report
      on Form 8-K filed on December 7, 2005)10.12
    Form of Stock Option Amendment Agreement dated January
      27, 2006 (attached as an exhibit to our Annual Report on Form 10-KSB filed
      on October 6, 2006)10.13
    Letter agreement dated March 16, 2006 between Geocom
      Resources Inc. and Kinross Gold Corp. (attached as an exhibit to our
      Current Report on Form 8-K, filed on May 21, 2006).10.14
    Form of Subscription Agreement for 2,483,176 units at a
      price of $0.17 per unit for total proceeds of $422,139.92 (attached as an
      exhibit to our Current Report on Form 8-K filed on August 28, 2006)


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Exhibit Number
      Description10.15
      Form of Subscription Agreement
          2,263,000 units at a price of $0.17 per unit for total proceeds of $384,710.(attached
          as an exhibit to our Current Report on Form 8-K filed on January 10,
          2007)10.16
      Form of Subscription Agreement
          with Pamela Fronek (attached as an exhibit to our Current Report on
          Form 8-K filed on January 31, 2007)10.17
      Form of Subscription Agreement
          with Humbolt Capital (attached as an exhibit to our Current Report on
          Form 8-K filed on December 11, 2007)10.18
      Form of Subscription Agreement
          with Alliance Capital (attached as an exhibit to our Current Report
          on Form 8-K filed on December 11, 2007)(13)
      Annual Report to Security Holders13.1
      Annual Report for the year
          ended December 31, 2006 (attached as an exhibit to our Annual Report
          on Form 10-KSB filed on October 6, 2006);(14)
      Code of Ethics14.1
      Code of Business Conduct and
          Ethics (attached as an exhibit to our Annual Report on Form 10-KSB filed
          on October 14, 2004).(16)
      Letter on Change in Certifying Accountant16.1
      Letter from Davidson &
          Company (attached as an exhibit to our Current Report on Form 8-K filed
          on May 9, 2003 ).16.2
      Letter from Malone & Bailey,
          PLLC (attached as an exhibit to our Current Report on Form 8-K filed
          on September 17, 2004).16.3
      Letter from Lopez, Blevins,
          Bork & Associates, L.L.P (attached as an exhibit to our Current
          Report on Form 8-K filed on January 13, 2006)16.4
      Letter from Staley, Okada
          & Partners (attached as an exhibit to our Current Report on Form
          8-K filed on May 17, 200716.5
      Letter from Letter from PricewaterhouseCoopers
          LLP regarding change in certifying accountant. (attached as an exhibit
          to our Current Report on Form 8-K filed on November 28, 2008)(21)
      Subsidiaries21.1
      Minera Geocom Resources-Chile Limitada, a Chilean corporation.21.2
      Geocom Resources Inc., a Delaware corporation(23)
      Consents23.1
      Consent of PricewaterhouseCoopers LLP23.2
      Consent of Maddox Ungar Silberstein, PLLC31 & 32
      Certifications31.1*
      CEO Certification pursuant to
          Rule 13a-14(a) under the Securities Exchange Act of 193431.2*
      CFO Certification pursuant to
          Rule 13a-14(a) under the Securities Exchange Act of 193432.1*
      CEO
          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes- Oxley Act of 200232.2*
      CEO
          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes- Oxley Act of 200299.1*
      Audit Committee Charter


*attached herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for the most recently completed
fiscal year ended June 30, 2008 and for fiscal year ended June 30, 2007 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-QSB and services that

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are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

2008
    2007Audit Fees
    $
      7,500
    $30,000Audit Related Fees
    15,000
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $22,500
    $30,000


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

We incurred no other fees during the fiscal year ended June 30,
2008 and since inception for products and services rendered by our principal
accountants other than those stated in this and other publicly posted reports
(see www.sec.gov).

Audit Committee Requirements

Section 10A(i) of the Exchange Act prohibits our auditors from
performing audit services for us, as well as any services not considered to be
"audit services", unless such services are pre-approved by the audit committee
of the sole director, or unless the services meet certain de minimis standards.
Because we are still in the development stage and have not yet completed our
business plans and/or generated any revenues, we have not yet appointed an audit
committee. Our Board of Directors ensure that:

All audit services that the auditor may provide to us or any
subsidiary (including, without limitation, providing comfort letters in
connection with securities underwritings or statutory audits) as required by
s.10A(i)(1)(A) of the Exchange Act (as amended by the Sarbanes-Oxley Act of
2002) are preapproved by the Board.

All non-audit services (other than certain de minimis services
described in s.10A(i)(1)(B) of the Exchange Act (as amended by the
Sarbanes-Oxley Act of 2002)) that the auditors propose to provide to us or any
of our subsidiaries are pre-approved by the Board.

All audit fees were approved by the directors.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GEOCOM RESOURCES INC.

By: /s/ John Hiner John Hiner President, CEO and
Director Principal Executive Officer Date: December 2, 2008.

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

By: /s/ John Hiner John Hiner President, CEO and
Director Principal Executive Officer Date: December 2, 2008.



By: /s/ Paul Chung Paul Chung CFO, Secretary,
Treasurer and Director Principal Financial Officer and Principal Accounting
Officer Date: December 2, 2008.



By: /s/ Andrew Stewart Andrew Stewart Director
Date: December 2, 2008.



By: /s/ Talal Yassin Talal Yassin Director
Date: December 2, 2008.

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