UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K




(Mark One)




xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended JUNE 30, 2009




oTRANSITION 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.


(Exact name of registrant as specified in its charter)




Nevada

98-0349734(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)1440 Main Street, Lynden, WA

98264(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code (360) 392-2898




Securities registered under Section 12(b) of the Act:




None

N/ATitle of each class

Name of each exchange on which registered




Securities registered under Section 12(g) of the Act:




Common Stock, $0.00001 par value


(Title of class)


Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x




Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o  No x




Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o




Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. o




Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x(Do not check if a smallerreporting company)


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




The aggregate market value of voting and non-voting common equity held by non-affiliates as of February 27, 2013 was approximately $514,456 based upon 14,667,788 shares held by non-affiliates and a closing market price of $0.02 per share on December 31, 2009.




As of February 27, 2013, there were 28,962,788 shares of common stock issued and outstanding.













TABLE OF CONTENTS





PagePART IITEM 1.
Business


4ITEM 1A
Risk Factors


5ITEM 1B.
Unresolved Staff Comments


9ITEM 2.
Properties


9ITEM 3.
Legal Proceedings


9ITEM 4.
Mine Safety Disclosures


9PART IIITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


10ITEM 6.
Selected Financial Data


11ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


11ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk


17ITEM 8.
Financial Statements and Supplementary Data


18ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


19ITEM 9A(T).
Controls and Procedures


19ITEM 9B.
Other Information


20PART IIIITEM 10.
Directors, Executive Officers and Corporate Governance


21ITEM 11.
Executive Compensation


23ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


24ITEM 13.
Certain Relationships and Related Transactions, and Director Independence


25ITEM 14.
Principal Accountant Fees and Services


25ITEM 15.
Exhibits Financial Statement Schedules


26Signatures


27




2





PART I




Forward Looking Statements.




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




·
the uncertainty that we will not be able to successfully identify and evaluate a suitable business opportunity;




·
risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities;




·
risks related to the failure to successfully manage or achieve growth of a new business opportunity; and




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




The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.




Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.




In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.




As used in this annual report, the terms "we", "us", "our" and "Geocom" mean Geocom Resources Inc., unless otherwise indicated.




3





ITEM 1.  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.




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.




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 6 of this annual report on Form 10-K, below, for additional information about the risks of mineral exploration.




Research and Development Activities and Costs




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




Employees




We currently have 0 employees.




4





ITEM 1A.  RISK FACTORS




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.




http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)





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.




5




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




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




Mineral prices are subject to dramatic and unpredictable fluctuations.




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




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




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




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




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, 2009 we had only $2,864 in cash and a working capital deficiency of $574,274, 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, 2009, we suffered losses of $6,074,660. 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 $2,864 and a working capital deficit of approximately $574,274 at June 30, 2009. We estimate our average monthly operating expenses to be approximately $5,000, including general and administrative expense, interest and investor relations expenses but our budget could increase in response to matters that cannot be currently anticipated. Cash on hand as of the date of this annual report on Form 10-K 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.




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, 2009, 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 OTC Markets Group Inc. 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.


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.




8





ITEM1B.UNRESOLVEDSTAFFCOMMENTS.




None.




ITEM 2.  PROPERTIES.




Executive Offices




At present, we do not own any property.  We currently maintain our corporate office at 1440 Main Street, Lynden, WA, 98264.




ITEM 3.  LEGAL PROCEEDINGS.




We know of no material, active or pending legal proceedings against our Company.





ITEM4.MINESAFETYDISCLOSURES.





Not applicable.





9




PART II




ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Market for Securities




Our Common Stock is traded on the over-the-counter market and quoted on the OTCBB under the symbol “GOCM” As of June 30, 2009, the closing price for our Common Stock as reported on the OTCBB was unavailable as our Common Stock has not traded.





The high and the low bid prices for our Common Stock is based on inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.





The table below sets forth the range of high and low bid information for our Common Shares as quoted on the OTCBB for each of the quarters during the fiscal year ended June 30, 2009:




For the Quarter ended

High


LowSeptember 30, 2007

$
0.35


$
0.18December 31, 2007

$
0.27


$
0.14March 31, 2008

$
0.21


$
0.14June 30, 2008

$
0.19


$
0.07September 30, 2008

$
0.15


$
0.05December 31, 2008

$
0.09


$
0.01March 31, 2009

$
0.03


$
0.01June 30, 2009

$
0.02


$
0.01





Holders of our Common Stock




On February 27, 2013 the shareholders’ list of our common stock showed 93 registered shareholder and 28,962,788 shares outstanding.




Dividend Policy




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 future dividend policy will be determined from time to time by our board of directors.




Transfer Agent




Our transfer agent is Nevada Agency and Transfer Company, whose address is 50 W Liberty St., Reno, NV, 89501 and their telephone number is (775) 322-0626.




Securities Authorized for Issuance under Equity Compensation Plans





As of June 30, 2009, we had not adopted an equity compensation plan and had not granted any stock options.





Recent Sales of Unregistered Securities





During the fiscal year ended June 30, 2009 we have not sold any equity securities not registered under the Securities Act.





10





Purchases of Equity Securities by the Issuer and Affiliated Purchases





During each month within the fourth quarter of the fiscal year ended June 30, 2009, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our Common Stock or other securities.




ITEM 6.  SELECTED FINANCIAL DATA.




As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.




ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION




The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report.  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 those discussed below and elsewhere in this annual report.




Our consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.




Application of Critical Accounting Estimates




The preparation of financial statements in conformity with United States 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 year.  The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts.  Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances.  However, actual results may differ from the estimates.




Foreign Currency Translation




The functional currency of the Company’s foreign subsidiary was 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.




11





Cash and Cash Equivalents




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




Equipment




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.




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.




Stock-Based Compensation





The Company adopted SFAS 123R (ASC 718) 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 (ASC 718).  The Company estimates the fair value of its stock option grants using the Black-Scholes Option-Pricing Model.




12





Mineral Properties




We have interests in one project located in Alaska.  These are as follows:




Iliamna Project, Alaska, USA




Property and Claims




The Iliamna project is comprised of two blocks of mining claims identified as the “D” and “H” 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 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.  In addition, we must conduct $400 labor on each claim annually.




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.




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” and “H 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” 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, 2009, we have spent a total of $1,346,227 on the Iliamna project.




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




13





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.




14





Property Geology




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




Compliance with government regulation




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


The applicable rental fees required by Alaskan mining regulations have been paid for the staking of the property, which extends the Iliamna claims until November 30, 2013. 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.




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




Previous Work




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




Exploration of the Iliamna Property




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




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




15





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




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




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




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.




Plan of Operation





We intend to cease our exploration activities in Alaska until such time we have sufficient financing to continue with such activities. Our personnel are continuously evaluating new opportunities that become available via network contracts, on ground exploration, or via submittal from independent sources. We anticipate we will require $15,000 for the 12 months ending June 30, 2010.




Off Balance Sheet Transactions





We have had no off balance sheet transactions.





Significant Equipment





We do not intend to purchase any significant equipment for the next twelve months.





Results of Operations




Revenues




We had no revenues for the period from inception to June 30, 2009.




Expenses




Our expenses for the twelve month period ended June 30, 2009 and 2008 were $113,974 and $614,806, respectively.  During the period from inception to June 30, 2012, we incurred expenses of $6,074,660.  These expenses were comprised primarily of exploration, interest, various writedowns and general and administrative expenses.




16





Net Income (Loss)





Our net losses for the twelve-month periods ended June 30, 2009 and 2008 were $113,974 and $614,806, respectively.  During the period from inception to June 30, 2009, we incurred a net loss of $6,074,660.  This loss consisted of exploration, interest, various writedowns and general and administrative expenses.  Since inception, we have sold 28,962,788 shares of common stock.





Purchase or Sale of Equipment





We do not expect to purchase or sell any plant or significant equipment.





Liquidity and Capital Resources





Our balance sheet as of June 30, 2009 reflects assets of $25,739, of which $2,864 are in the form of cash.  Since inception, we have sold 28,962,788 shares of common stock with gross proceeds of $5,545,496.  However, cash resources provided from our capital formation activities have, from inception, been insufficient to provide the working capital necessary to operate our Company.





We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future.  We require additional capital, and we may have to issue debt or equity or enter into a strategic arrangement with a third party to obtain such capital.  There can be no assurance that additional capital will be available to us.  We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources.




Going Concern Consideration




Management is open to new business opportunities which may prove more profitable to the shareholders of Geocom.  In the past, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.  Further, we believe that our company may have difficulties raising capital unless we locate a prospective new business opportunity through which we can pursue a new plan of operation. If we are unable to secure adequate capital to implement our current business plan or tocontinue our effortsto acquire a new business opportunity, our business may fail and our stockholders may lose some or all of their investment.


Should our original business plan fail, we anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.




ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.




17




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 
 
 
 GEOCOM RESOURCES INC.
 (An Exploration Stage Company)
 FINANCIAL STATEMENTS
 June 30, 2009
 
 
 
 
 
 
  
 
 18
 
 Silberstein Ungar, PLLCCPAs and Business Advisors
 Phone (248) 203-0080
 Fax (248) 281-0940
 30600 Telegraph Road, Suite 2175
 Bingham Farms, MI 48025-4586
 www.sucpas.com
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors of
 Geocom Resources Inc.
 Bellingham, Washington
 
 We have audited the accompanying consolidated balance sheets of Geocom Resources Inc., an exploration stage company  (“the Company”) as of June 30, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period from June 19, 2000 (Date of Inception) through June 30, 2009. 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 audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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 audits 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 audits provide 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, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and from June 19, 2000 (Date of Inception) through June 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 /s/ Silberstein Ungar, PLLC
 
 Bingham Farms, Michigan
 February 26, 2013
 
 F-1
 
 Geocom Resources Inc.
 (An Exploration Stage Company)
 Balance Sheets
 As of June 30, 2009 and 2008
 1.ASSETS

June 30, 2009


June 30, 2008Current AssetsCash and cash equivalents

$
2,864


$
111,550Exploration advances receivable


-



24,729Marketable securities


16,875



26,478Prepaid expenses and advances


6,000



17,739Total Current Assets


25,739



180,496Equipment


-



11,720Total Assets

$
25,739


$
192,216LIABILITIES AND STOCKHOLDERS’ DEFICITLiabilitiesCurrent LiabilitiesAccounts payable and accrued liabilities

$
179,030


$
254,375Accounts payable - related parties


207,290



310,041Promissory notes payable


45,696



-Promissory notes payable – related parties


53,668



49,168Convertible note payable


114,329



104,329Total Liabilities


600,013



717,913Stockholders’ DeficitCapital StockCommon stockAuthorized: 100,000,000 with $0.00001 par valueIssued and outstanding: 28,962,788


290



290Additional paid-in capital


5,545,206



5,470,206Deficit accumulated during the exploration stage


(6,074,660
)


(5,960,686
)Accumulated other comprehensive loss


(45,110
)


(35,507
)Total Stockholders’ Deficit


(574,274
)


(525,697
)Total Liabilities and Stockholders’ Deficit

$
25,739


$
192,216
 
 - See Accompanying Notes -
  F-2
  Geocom Resources Inc.

(An Exploration Stage Company)Statements of Operations and Other Comprehensive LossFor the years ended June 30, 2009 and 2008For the period from Inception to June 30, 2009
  For the year ended June 30, 2009


For the year ended June 30, 2008


For the period from Inception to

June 30, 2009Revenues

$
-


$
-


$
-Operating ExpensesMineral exploration expenditures


-



230,487



3,299,301Oil and gas activities


-



-



42,060Other general and administrative


57,104



352,819



2,511,314Total Operating Expenses


57,104



583,306



5,852,675Loss from Operations


(57,104
)


(583,306
)


(5,852,675
)Other Income (Expenses)Write-down of marketable securities


-



-



(3,375
)Impairment of mineral properties


-



(31,500
)


(31,500
)Loss on sale of subsidiary


(89,662
)


-



(89,662
)Forgiveness of debt


50,000



-



50,000Interest expense


(17,208
)


-



(147,448
)Total Other Income (Expenses)


(56,870
)


(31,500
)


(221,985
)Loss before provision for income taxes


(113,974
)


(614,806
)


(6,074,660
)Provision for income taxes


-



-



-Net Loss

$
(113,974
)

$
(614,806
)

$
(6,074,660
)Other Comprehensive LossForeign currency translation


-



(1,455
)


-Unrealized losses on marketable securities


(9,603
)


(42,710
)


(45,110
)Other Comprehensive Loss for the Period

$
(9,603
)

$
(44,165
)

$
(45,110
)Loss Per ShareBasic and Diluted

$
(0.00
)

$
(0.02
)Weighted-Average Shares Outstanding:Basic and Diluted


28,962,788



28,120,274
 
 - See Accompanying Notes -
  F-3
  Geocom Resources Inc.

(An Exploration Stage Company)Statement of Stockholders’ Equity (Deficit)For the period from Inception to June 30, 2009  Common Stock


Additional

Paid-in


Deficit

Accumulated

During the

Exploration


Accumulated

Other

Comprehensive


Total Stockholders’ EquityShares


Par Value


Capital


Stage


Income


(Deficit)Opening 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 debt conversion


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 marketable securities


-



-



-



-



7,203



7,203Loss for the year


-



-



-



(818,980
)


-



(818,980
)Balance June 30, 2007


27,192,788



272



5,145,028



(5,345,880
)


8,658



(191,922
)Shares issued for cash


1,770,000



18



354,982



-



-



355,000Stock-based compensation


-



-



33,196



-



-



33,196Damages on private placement


-



-



(63,000
)


-



-



(63,000
)Foreign currency translation


-



-



-



-



(1,455
)


(1,455
)Unrealized gains on marketable securities


-



-



-



-



(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
)Unrealized gains on marketable securities


-



-



-



-



(9,603
)


(9,603
)Forgiveness of shareholder debt


-



-



75,000



-



-



75,000Loss for the year


-



-



-



(113,974
)


-



(113,974
)Balance June 30, 2009


28,962,788


$
290


$
5,545,206


$
(6,074,660
)

$
(45,110
)

$
(574,274
)
 
 - See Accompanying Notes -
  F-4
  Geocom Resources Inc.

(An Exploration Stage Company)Statements of Cash FlowsFor the years ended June 30, 2009 and 2008For the period from Inception to June 30, 2009  For the year ended June 30, 2009


For the year ended June 30, 2008


For the period from Inception to

June 30, 2009Cash Flows from Operating ActivitiesLoss for the period

$
(113,974
)

$
(614,806
)

$
(6,074,660
)Adjustments to reconcile loss to net cash used in operating activities:Amortization of discount on notes payable


-



-



55,556Depreciation


-



2,916



13,705Shares received for properties


-



(49,440
)


(65,360
)Write-down of marketable securities


-



-



3,375Write-down of mineral properties


-



31,500



31,500Loss on the sale of subsidiary


89,662



-



89,662Forgiveness of debt


(50,000
)


-



(50,000
)Common shares issued for services


-



-



275,000Common shares issued for interest expense


-



-



13,425Stock-based compensation


-



33,196



842,603Changes in assets and liabilities:Exploration advances receivable


-



(24,729
)


(24,729
)Prepaid expenses


(6,000
)


13,413



(23,739
)Accounts payable and accrued liabilities


(17,831
)


71,399



546,585Accounts payable – related parties


(27,751
)


106,533



(27,751
)Interest on notes payable


17,208



-



17,208Exploration advances payable


-



-



-Net Cash Used in Operating Activities


(108,686
)


(430,018
)


(4,377,620
)Cash Flows from Investing ActivitiesPurchase (disposal) of property and equipment


-



(970
)


(25,425
)Net Cash Used in Investing Activities


-



(970
)


(25,425
)Cash Flows from Financing ActivitiesProceeds from notes payable


-



-



500,000Proceeds from convertible notes payable


-



104,329



104,329Proceeds from notes payable – related parties


-



49,168



302,954Repayment of notes payable – related parties


-



-



(253,786
)Proceeds from advances – related parties


-



-



118,982Repayment of advances – related parties


-



-



(118,982
)Issuance of common stock, net of share  issuance costs


-



292,000



3,752,412Net Cash Provided by Financing Activities


-



445,497



4,405,909Exchange rate effect on cash


-



(1,455
)


-Net Change in Cash and Cash Equivalents


(108,686
)


13,054



2,864Cash – Beginning of period


111,550



98,496



-Cash – End of period

$
2,864


$
111,550


$
2,864Supplemental Cash Flow InformationInterest paid

$
-


$
-


$
61,259Income taxes paid

$
-


$
-


$
-Summary of Non-Cash Investing and Financing TransactionsShares issued for mineral properties

$
-


$
-


$
31,500Shares received for mineral properties

$
-


$
7,795


$
65,360Shares issued for finders’ fees – equity financings

$
-


$
9,400


$
9,400Shares issued on conversion of notes payable

$
-


$
-


$
500,000Accounts payable and accrued liabilities converted to promissory note payable

$
42,988


$
-


$
42,988Shareholder debt forgiveness classified as contributed capital

$
75,000


$
-


$
75,000
 
 - See Accompanying Notes -
  F-5
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Financial StatementsJune 30, 2009 and 2008
 
 1.
Summary of Significant Accounting Policies
 
 Geocom Resources 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.  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.  On August 2, 2008, the Company sold the subsidiary for nominal consideration.
 
 Foreign Currency Translation
 The functional currency of the Company’s foreign subsidiary was 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 and cash equivalents includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
 
 Equipment
 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.
  F-6
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Financial StatementsJune 30, 2009 and 2008
  1.
Summary of Significant Accounting Policies- Continued
  As the Company sold its operations in Chile, the Company no longer has equipment on the balance sheet.
 
 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.
 
 Stock-Based Compensation
 The Company adopted ASC 718 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 ASC 718.  The Company estimates the fair value of its stock option grants using the Black-Scholes Option-Pricing Model.
 
 2.
Recent Accounting Pronouncements
 
 In March 2006, the FASB issued ASC 860, Accounting for Servicing of Financial Assets, which amends ASC 405, 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 ASC 740, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company’s tax returns.  ASC 740 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 ASC 820, 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. ASC 820 was adopted July 1, 2008 as required by the statement.  Management is currently assessing the impact on the Company’s financial statements.
  F-7
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Financial StatementsJune 30, 2009 and 2008
  2.
Recent Accounting Pronouncements  - Continued
  In September 2006, the FASB issued ASC 715, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. 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.
 In February 2007, the FASB issued ASC 825, 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 afterNovember 15, 2007.
 
 In December 2007, the FASB issued ASC 805,“Business Combinations”(“ASC 805”). ASC 805 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 aboutthe 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 May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. Management evaluated subsequent events through the date that such financial statements were issued.
 
 In June 2009, the FASB issued The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105-10). ASC 105-10 establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. ASC 105-10 was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years.  The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.
  3.
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 $62,500 and 112,500 shares (fair value $16,875) to June 30, 2009. Pursuant to the option agreement, Latin American has the right to earn an undivided 75% interest in the property by making the cash and share payments and by incurring a total of $1,000,000 in exploration expenditures on the property over a period of five years. As of June 30, 2009, Latin American had earned their 75% interest in the property and Geocom has retained its 12.5% interest in 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 reduces its vested interest from the originally contemplated 75% to 50%, effective November 29, 2005; Geocom issued 150,000 shares to Solitario; and TNR agrees that such issuance is compensation to TNR and Solitario for its agreement. In addition, the Company and TNR agree to manage the project via management committee and acceptable budgets, subject to the option agreement held by Latin American.  Although Geocom retains its interest in the property but during the year-ended June 30, 2008, the Company determined that the value of the interest had been impaired and the value of the property has been written down to $0.
  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.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.
  F-8
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Financial StatementsJune 30, 2009 and 2008
 4.
Marketable Securities
 
 The Company holds 112,500 shares of Latin American Minerals Inc. (Note 4), the fair value of which is $16,875 as at June 30, 2009 (June 30, 2008 - $26,478).  In accordance with ASC 320, the Company has classified these securities as Available for Sale and records unrealized gains and losses as other comprehensive income.
 
 5.
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.
 
 6.
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.
 
 Optionactivity for the years ended June 30 is as follows:
  2009


2008Options


Weighted-average exercise price


Options


Weighted-average exercise priceBalance – beginning of year


455,000


$
0.26



1,230,000


$
0.26Granted


-



-



-



-Exercised


-



-



-



-Expired


(290,000
)

$
0.25



(775,000
)

$
0.25Balance – end of year


165,000


$
0.35



455,000


$
0.29Exercisable at end of year


165,000


$
0.35



414,000


$
0.28
 
 Information about options outstanding at June 30, 2009 is as follows:
 
 Exercise Price


Options


Weighted-average remaining

life in years


Exercisable

Expiry$
0.35



125,000



0.34



125,000

November 1, 2009$
0.35



40,000



0.51



40,000

January 2, 2010165,000



0.38



165,000
  F-9
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Consolidated Financial StatementsJune 30, 2008 and 2007
 
 8.
Stock Warrants
 
 Warrantactivity for the years ended June 30 is as follows:
 
 2009


2008Warrants


Weighted-average exercise price


Warrants


Weighted-average exercise priceBalance – beginning of year


7,046,994


$
0.50



4,955,470


$
0.50Granted


-



-



2,111,524


$
0.30Exercised


-



-



(20,000
)

$
0.25Expired


(7,046,994
)


-







-Balance – end of year


-



-



7,046,994


$
0.44Exercisable at end of year


-



-



7,046,994


$
0.44
 
 At June 30, 2009, all stock purchase warrants had expired.
 
 9.
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:
 
 Cost


Accumulated Amortization


2009

Net Book

Value


2008

Net Book

ValueExploration equipment

$
-


$
-


$
-


$
11,720
 As Geocom sold its Chilean subsidiary, all equipment has been disposed of for nominal consideration.
 
 10.
Promissory Note
 
 On November 12, 2008, the Company signed a promissory note with a face value of $42,988.  The note bears 10% interest and is due on demand. Accrued interest was $2,708 as of June 30, 2009.
 
 11.
Promissory Notes Payable – Related Parties
 
 On July 12, 2007, the Company signed a promissory note with a face value of $20,000.  The note bears interest at 10% per annum and is due on demand.  As of June 30, 2009, interest accrued on the note is $3,874.
 
 On July 31, 2007, the Company signed a promissory note with a face value of $25,000.  The note bears interest at 10% per annum is due on demand.  As of June 30, 2009, interest accrued on the note is $4,794.
  F-10
  Geocom Resources Inc.

(An Exploration Stage Company)Notes to Consolidated Financial StatementsJune 30, 2009 and 2008
 
 12.
Convertible Note Payable
 
 On January 24, 2008, the Company signed a convertible promissory note with a face value of $100,000.  The note 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, 2009 totals $14,329.
 
 13.  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:
 
 2009


2008Deferred tax asset attributable to:Net operating losses carried forward

$
1,712,000


$
1,680,000Valuation allowance


(1,712,000
)


(1,680,000
)Total net deferred tax asset

$
-


$
-
 
 Geocom follows ASC 740, “Accounting for Income Taxes.” ASC 740 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 $1,712,000 at June 30, 2009 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized.
 
 At June 30, 2009 Geocom had net operating loss carry-forwards amounting to approximately $4,600,000 for U.S. tax purposes that expire in various amounts beginning in 2020.
 
 14.  Subsequent Events
 
 In accordance with ASC Topic 855-10,the Company has analyzed its operations subsequent to June 30, 2009 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
  F-11
 
 ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  None.
  ITEM 9A(T).  CONTROLS AND PROCEDURES.
 
 Disclosure Controls and Procedures
  Management’s Report On Internal Control Over Financial Reporting
  Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
  -
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
 -
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
 -
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s 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.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
 As of June 30, 2009, our principal executive officer and principal financial officer assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, he concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
 
 The matters involving internal controls and procedures that our principal executive officer and principal financial officer considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the audit of our financial statements as of June 30, 2009.
  19
 
 Our principal executive officer and principal financial officer believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, our principal executive officer and principal financial officer believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
 
 This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.
  Management’s Remediation Initiatives
  In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
 
 We intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
 
 Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
 
 Changes in internal controls over financial reporting
 
 There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 ITEM 9B.  OTHER INFORMATION.
  None.
  20
  PART III
  ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 Executive Officer and Directors
 
 Our officers and directors and their ages and positions are as follows:
 
 Name
Position Heldwith the Company
Age
Date First Electedor AppointedJohn Hiner
President, CEO and Director
59
April 4, 2003Paul Chung
CFO, Secretary, Treasurer and Director
51
May 20, 2003
 
 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 has also been an officer and director of various other public and private companies.
  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 has acted as an officer and director of various other public companies. 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.
 Term of Office
 
 All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified.  The Company’s Bylaws provide that the Board of Directors will consist of not less than one member.  Officers are elected by and serve at the discretion of the Board of Directors.
  21
 
 Director Independence
 
 At our fiscal year end on June 30, 2009 and as of the date this report was filed, our board of directors is currently composed of two members, each of whom do not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
  Certain Legal Proceedings
 
 No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
 Significant Employees and Consultants
 
 Other than our officers and directors, we currently have no other significant employees
 
 Committees of the Board of Directors
 
 Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.  The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee.  The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees.  Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
  There are no family relationships among our directors or officers. We are not aware of any other conflicts of interest with any of our executive officers or directors.
 Code of Ethics
 
 We currently do not have a Code of Ethics.The Company has not adopted a code of ethics because it does not yet have significant operations.
 
 Section 16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended June 30, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.
  22
 
 ITEM 11.  EXECUTIVE COMPENSATION.
 
 The particulars of compensation paid to the following persons during the fiscal period ended June 30, 2009 are set out in the summary compensation table below:
 
 ·
Our President (principal executive officer, principal financial officer and principal accounting officer);
 ·
each of our three most highly compensated executive officers, other than the principal executive officer and the principal financial officer, who were serving as executive officers at the end of the fiscal year ended June 30, 2009; and
 ·
up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended June 30, 2009;
 (collectively, the “Named Executive Officers”):
 
 SUMMARY COMPENSATION TABLENameand 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

President & CEO
2009

2008

2007
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
$ Nil

$ Nil

$ NilPaul Chung

CFO, Secretary and Treasurer
2009

2008

2007
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
$ Nil

$ Nil

$ Nil
 
 Outstanding Equity Awards at Fiscal Year-End
 
 Option awards


Stock awardsName

Number of securities underlying unexercised options

(#)

exercisable


Number of securities underlying unexercised options

(#)

unexercisable


Equity

incentive

plan

awards: Number of securities underlying unexercised unearned options

(#)


Option exercise price

($)


Option expiration date


Number of shares or units of stock that have not vested

(#)


Market value of shares of units of stock that have not vested

($)


Equity

incentive

plan

awards: Number of unearned shares, units or other rights that have not vested

(#)


Equity

incentive

plan

awards: Market or payout value of unearned shares, units or others rights that have not vested

($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)John Hiner

President & CEO


-



-



-



-



-



-



-



-



-Paul Chung

CFO, Secretary and Treasurer


-



-



-



-



-



-



-



-



-
  23
 
 Option Grants and Exercises
 
 There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.
 
 Employment Agreements
 
 We have not entered into employment and/or consultant agreements with our Directors and officers.
 
 Director Compensation
 
 The following table sets forth director compensation as of June 30, 2009:
 
 Fees








Non-Equity


NonqualifiedEarned








Incentive


DeferredPaid in


Stock


Option


Plan


Compensation


All OtherName

Cash($)


Awards($)


Awards($)


Compensation($)


Earnings($)


Compensation($)


Total($)John Hiner

President & CEO


-



-



-



-



-



-



-Paul Chung

CFO, Secretary and Treasurer


-



-



-



-



-



-



-
 
 Compensation of Directors
 
 §
All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business.  From time to time we may engage certain members of the board of directors to perform services on our behalf.  In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties. Our directors have not received any compensation for the fiscal year ended June 30, 2009.
 
 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The table below sets forth the number and percentage of shares of our common stock owned as of our fiscal year end on June 30, 2009 and as of February 27, 2013, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors, and (iii) our officers and Directors as a group.  Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.
  Title of Class

Name and Address of Beneficial Owner(2)

Amount and Nature

of Beneficial Ownership


Percentage of Class(1)Common Stock

Paul Chung


1,552,500



5.36
%Common Stock

John Hiner


1,537,500



5.31
%Common Stock

John Hiner and Shirley Hiner


150,000



0.52
%
 
 24
 
 Changes in Control
 
 There are no existing arrangements that may result in a change in control of the Company.
 
 Securities authorized for issuance under equity compensation plans.
 
 The following table sets forth information regarding our equity compensation plans.
 
 Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights


Weighted-average exercise price of outstanding options, warrants and rights


Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


-



-



-Equity compensation plans not approved by security holders


-



-



-Total


-



-



-
 
 ITEM 13.  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.
  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit Fees
 
 For audit services related to the year ended June 30, 2009, Silberstein Ungar, PLLC billed us for $14,000 in audit fees.
 
 Review Fees
 
 We did not pay any fees to Silberstein Ungar, PLLC for review fees during our fiscal year ended June 30, 2009.
 
 Tax and All Other Fees
 
 We did not pay any fees to Silberstein Ungar, PLLC for tax compliance, tax advice, tax planning or other work during our fiscal year ended June 30, 2009.
 
 Pre-Approval Policies and Procedures
 
 We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by Moore and Associates, Chartered and the estimated fees related to these services.
  25
  PART IV
  ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
  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)10.15

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 (incorporated by reference to our Current Report on Form 8-K filed on May 9, 2003).16.2

Letter from Malone & Bailey, PLLC (incorporated by reference to our Current Report on Form 8-K filed on September 17, 2004).16.3

Letter from Lopez, Blevins, Bork & Associates, L.L.P (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2006)16.4

Letter from Staley, Okada & Partners (incorporated by reference to our Current Report on Form 8-K filed on May 17, 200731 & 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 2002




26





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   GEOCOM RESOURCES INC.Date:  February 28, 2013
By:
/s/ John HinerJohn HinerPresident, CEO and DirectorPrincipal Executive OfficerDate:  February 28, 2013
By:
/s/ Paul ChungPaul ChungCFO, Secretary, Treasurer and DirectorPrincipal Financial Officer and Principal Accounting Officer
 
 
 27