UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/A

(Mark One)

[X]

For the fiscal year ended June30, 2005

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

For the transition period from __________ to __________

Commission file number  333-62482



|GEOCOM RESOURCES INC.                                                             
|----------------------------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)                 
|Nevada                                                                            
|(State or other jurisdiction of incorporation or organization)                    
|114 West Magnolia Street, Suite 413, Bellingham, Washington 98225                 
|(Address of principal executive offices)                                          
|360.392.2898                                                                      
|(Issuer's telephone number)                                                       
|N/A                                                                               
|(Former name, former address and former fiscal year, if changed since last report)

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 20,942,675 common shares issued and outstanding as of November 10, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2)

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any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

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

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

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PART I

Item 1.	Description of Business.

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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", "will", "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", that may cause our company's 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.

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.

Our financial statements are stated in United States Dollars (US$) 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 shares" refer to the common shares in our capital stock.

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

Corporate History

We are in the business of acquiring, exploring, and developing mineral resource properties and interests. We were incorporated in the State of Nevada on June 19, 2000. From the inception of our business on April 23, 2001, we were engaged in a working interest in respect of the exploration of certain oil and natural gas interests in the state of California referred to as the Coalinga Nose Project. The Coalinga Nose Project was unsuccessful and we commenced pursuing other resource sector opportunities. In April 2003 we made the decision to focus our efforts on the mineral resource exploration and development sector.

General

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development and we were required to expend $100,000 in exploration on the property on or before April 30, 2004, another $100,000 for a cumulative total of $200,000 by April 30, 2005 to maintain our right to earn an interest at La Carolina.We had spent $196,060 on the property as of March 31, 2004, a total of $606,234.19 as of March 31, 2005 and a total of $606,994.93 as of June 30, 2005. We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. As a result, our directors and officers have transferred a total of 50,000 of their shares to TNR to date. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

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On May 16, 2003, we entered into an agreement in principle with TNR and BHP Minerals International Exploration Inc. ("BHP") to earn a majority interest in BHP's Iliamna Project in Alaska. On May 20, 2003, we announced that we had entered into a formal agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP's Iliamna Project in Alaska. Upon accomplishing our earn-in obligations, we will hold a 52.5% net interest in the project. To earn our interest, we were required to expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. We had spent $399,018 as of March 31, 2004 and a total of $460,860 as of June 30, 2004, and a total of $855,594.81 as of June 30, 2005. The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production. On December 9, 2004 the company amended the Agreement as follows:

- Geocom and TNR can now earn interests in the D claim and H&S claims separately, each claim block having independent work obligations;

- Geocom and TNR agreed to consider a geophysical survey over the D claims on or before June 30, 2005. After consideration, both Geocom and TNR decided a geophysical survey would not provide additional germane information. ;

- Geocom and TNR will inform BHP Billiton whether they will commit to drill 2 drill holes of not less than 250 meters each on the D claims. If Geocom elects not to commit, the option to earn an interest in the D claims will terminate, however, such decision will not affect Geocom's rights on the H & S claims;

Geocom will drill no less than three 250-meter holes on the H claims on or before December 31, 2005.

On September 29, 2003 we announced the drill and assay results from our core-drilling program at the Iliamna Project in western Alaska. Those results are discussed later in this Form 10-KSB.

The incorporation of our Chilean subsidiary, Minera Geocom Resources-Chile Limitada, was recorded on October 16, 2003 with the Registry of Commerce of Santiago. The formation of this subsidiary allows us to carry out exploration and acquisition efforts in Chile.

On October 31, 2003 we announced the acquisition of two gold and base metal projects in Chile. Our Chilean subsidiary personnel staked both properties on our behalf. The claims were staked prior to the incorporation of Minera Geocom Resources-Chile Limitada, our Chilean subsidiary, due to competitive activity in the area, and will be transferred to Minera Geocom Resources-Chile Limitada upon completion of the claim filing process.

On January 24, 2005 we announced that our wholly-owned subsidiary, Minera Geocom Resources-Chile Limitada (MGRC), has signed a formal joint venture agreement to earn a 55% interest on the Escorpion gold property from Minera Canela S.A. The property is situated in the fourth region Province of Choapa in Chile. To earn our interest, we must spend US$1,700,000.50 over four years on exploration and development and we must expend $150,000.50 in exploration on the property on or by December 31, 2005. We had spent $80,340.97 as of June 30, 2005

On April 4, 2005 we announced an exploration agreement between our wholly-owned subsidiary, MGRC, and Mr. Robert Mitchell in which MGRC acquired the rights to use an extensive, regional database containing numerous copper, gold, and platinum/palladium occurrences in regions 10 and 11, the Patagonia area of southern Chile.

We are also currently pursuing other projects within the mineral resource sector. Our principal capital resources have been through issuance of our common stock, shareholder loans and borrowing.

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Competitive Factors

The mineral exploration, development, and production industry is largely unintegrated. We compete with other exploration companies looking for mineral resources. We are one of the smaller exploration companies presently active. While we compete with other exploration companies, there is no competition for the removal or sales of mineral products from our properties. Readily available markets exist worldwide for the sale of gold and other mineral products. Therefore, we will likely be able to sell any gold or mineral products that we are able to produce.

Current Projects

La Carolina Project, San Luis, Argentina

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development and we were required to expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest at La Carolina.We had spent $196,060 on the property as of March 31, 2004, a total of $287,162 as of June 30, 2004 a total of $600,335.14 as of December 31, 2004, and a total of $606, 994.93 as of June 30, 2005. We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. As a result, our directors have transferred a total of 50,000 of their shares to TNR to date. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

Property and Claims

The La Carolina property consists of 11 claims, which total approximately 1,318 hectares.



|Location Area | Name            | File Number | Owner | Size     | Date Granted
|------------- | --------------- | ----------- | ----- | -------- | ------------
|              |                 |             |       | hectares |             
|Carolina      | Atenea          | 672-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Afrodita        | 276-V-87    | CMSA  | 100      | 7/6/1999    
|Carolina      | Adonis          | 673-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Arbol de Anibal | 441-C-85    | CMSA  | 100      | 7/6/1999    
|Carolina      | Arbolito        | 677-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Penélope        | 538-C-88    | CMSA  | 100      | 7/6/1999    
|Carolina      | Baco            | 674-D-88    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina II     | 719-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina III    | 720-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina IV     | 721-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | La Estancia     | 775-C-2003  | CMSA  | 18       | 3/12/2003   
|              |                 |             |       | 1318     |             

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During the period October to December 2003, company personnel conducted acquisition of data from various sources in Argentina, mapped and sampled in areas previously identified by Argentine geologists, and did reconnaissance geologic mapping and sampling on parts of the La Carolina property not previously evaluated.

To date we have made minimal exploration expenditures in respect of the La Carolina property. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit or an ore reserve exists in the La Carolina Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained any insurance in respect of the property.

Location and Access

The property is located approximately 90 km Northeast of the provincial capital of San Luis in San Luis Province. The project is centred on latitude 32 49' S and longitude 66 01' 32" W (Gauss Kruger 6369200 N 3497600 E).

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

Agreement and Terms

We have option agreements with TNR in respect of the property. To earn our 75% interest, we must make exploration expenditures of $2,000,000 prior to May 3, 2007, and we were required to expend $100,000 in exploration on the property on or before April 30, 2004 and a further $100,000 for a cumulative $200,000 on or before April 30, 2005 to maintain our right to earn an interest. We had spent $196,060 as of March 31, 2004, $606, 234.19 as of March 31, 2005 and a total of $606,994.93 as of June 30, 2005.

Previous Work

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

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

Property Description

La Carolina property is situated within the in the sierra de San Luis of north-central Argentina. Elevations on the property range from 1,600 to 1,980 meters above sea level.

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

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Property Geology

La Carolina gold property is located in the westernmost side of the 80 kilometer-long northwest- trending Tertiary (Mio-Pliocene) volcanic belt in the geologic province of

The volcanic complex at La Carolina comprises of a

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

The alteration features correspond to a volcanic-hosted epithermal gold deposit of adularia-sericite type.

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

Proposed Exploration Program

General

We must conduct exploration to determine what amount of valuable minerals, if any, exist on our properties and if any valuable minerals, which are found, can be economically extracted and profitably processed. Our exploration targets are gold, silver, copper and zinc, or other valuable minerals, all of which have been found in exploration occurring within the regional area of our property.

Our exploration programs are designed to efficiently explore and evaluate our properties.

We do not claim to have any valuable minerals or reserves whatsoever at this time on any of our properties.

Proposed Exploration Program

Previous work at La Carolina has successfully delineated areas containing anomalous gold and silver. The previous work is insufficient to adequately evaluate the economic potential of the mineralized zones, and we intend to fully explore and delineate the ore potential of the anomalous zones in a staged exploration program that will incorporate the following activities:

1.	Acquisition of all available previous data and formation of a property-wide database;

2.	Evaluation of existing geochemical data for statistical trends within the data that will aid surface and subsurface exploration activities;

3.	Surface mapping of geological features combined with rock chip and stream sediment sampling programs to further define known anomalies and identify new areas of anomalous mineralization;

4.	Evaluation of new data, compilation, and integration with satellite or other remote sensing data to aid prioritization of drill targets; and

5.	Drill individual targets and analyze samples for gold, silver, copper, and a suite of pathfinder trace elements to add additional drilling programs.

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A qualified geologist with extensive experience in exploration of gold and mineral properties will manage a technical team conducting the multiple phases of exploration. John Hiner, our President and Chief Executive Officer will oversee the exploration programs.

Regulations

Our mineral exploration program at La Carolina is subject to the 1997 Argentine Mining Act (the "Act") and Regulation. This act sets forth rules for

- Locating claims

- Posting claims

- Working and exploring on mining claims

- Reporting on work performed

We must comply with this law in order to maintain our claims. The purpose of the Actis to assist persons and companies desiring to explore for valuable minerals in Argentina to understand the process whereby exploration activities are permitted and regulated. The Act establishes province- wide standards for mineral exploration and development activities. The Actalso serves to manage and administer exploration, development, and reclamation activities to ensure maximum extraction with a minimum of environmental disturbance.

Explorations

On October 21, 2003 we announced the mobilization of our field crew to the La Carolina project, San Luis Province, Argentina to conduct mapping, sampling, and geochemical studies. A team of Argentine and Canadian geologists will work to confirm prior target areas defined by previous studies and drilling, and to identify new targets.

The La Carolina Project comprises a significant portion of a mining district. The district is an historic producer of gold, silver, and base metals, and the region has been a prolific producer of alluvial gold. Numerous prospect pits can be found across the project area. Previous work has identified a minimum of six target areas for gold.

Prior to initiation of fieldwork, our Argentine staff assembled a property-wide database of stream sediment and rock chip sampling, previous drilling by the Argentine government, and mapping conducted by several authors, including a large Australian mining company. The geochemistry database was further compiled and analyzed by our geochemist.

Analysis of the database confirms at least three distinct types of mineralization in separate geologic settings on the property. Statistical comparison of the chemistry indicates a strong gold-silver-lead-arsenic- mercury association. Pathfinder elements have been identified, which have been used to confirm known target areas, and to identify new targets that will be checked on the ground and sampled by the technical team.

We are encouraged by the results of the compilation studies, which in combination with the results of the subsequent fieldwork, served to guide the drill in 2004. In June 2004, a planned 3,500 meter core drilling program commenced on the property. The Company plans to drill test multiple gold zones located in each of the Estancia, Cerro Mogote, Cerro Pajaros, and El Camino zones. On September 1, 2004, we announced the drill and assay results of a 2,500 meter, 15 hole core drilling program on the property.

In the drilling program anomalous gold was encountered in thirteen of fifteen drill holes, and appears to confirm the shear-zone hosted nature of the mineralization.

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Two holes drilled at the El Camino anomaly confirmed the grade and length of gold mineralization encountered in earlier drilling. Drill hole C-01-04 was drilled as a twin of the Argentine drill hole that reported 130m @ 2.5g/t Au, (426ft grading 0.07 oz/ton Au). Assays of the twin hole verify the previous work, with comparable results as shown in the following table. A second hole at El Camino (C-03-04), drilled across the C-01 zone returned 1.83 grams per tonne gold over 13.6 meters.

Selected assays for the holes are shown below:



|Drill Hole No. | From (m) | To (m) | Interval (m) | Au (g/t) | Ag (g/t)
|-------------- | -------- | ------ | ------------ | -------- | --------
|C-01-04        | 11.2     | 34.2   | 33           | 3.91     | 31.2    
|Including      | 43.1     | 53     | 9.9          | 2.0      | 35.9    
|               | 91.2     | 120.2  | 29           | 1.46     | 25.7    
|C-03           | 61.4     | 75     | 13.6         | 1.83     | 23.3    

We consider the results of this drill program encouraging, and intend to continue evaluation of the project

Iliamna Project, Alaska, USA

On May 16, 2003, we entered into an agreement in principle with TNR and BHP Minerals International Exploration Inc. ("BHP") to earn a majority interest in BHP's Iliamna Project in Alaska. On May 20, 2003, we announced that we had entered into a formal agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP's Iliamna Project in Alaska. Upon accomplishing our earn-in obligations, we will hold a 52.5% net interest in the project. To earn our interest, we were required to expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. . On December 9, 2004 the company amended the Agreement as follows:

- Geocom and TNR can now earn interests in the D claim and H&S claims separately, each claim block having independent work obligations;

- Geocom and TNR have agreed to complete a geophysical survey over the D claims on or before June 30, 2005 After consideration, both Geocom and TNR decided a geophysical survey would not provide additional germane information ;

- Geocom and TNR will inform BHP Billiton whether they will commit to drill 2 drill holes of not less than 250 meters each on the D claims. If Geocom elects not to commit, the option to earn an interest in the D claims will terminate, however such decision will not affect Geocom's rights on the H & S claims;

We had spent $399,018 as of March 31, 2004, $460,860 as of June 30, 2004 $568,952 as of September 30, 2004, and a total of $855,594.81 as of June 30, 2005. The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with 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.

Property and Claims

The Iliamna Project is held by 63 unpatented lode mining claims located on U.S. federal lands and state of Alaska state-select lands. State select land comprises land selected by the state during the process of statehood in combination with dividing lands for the Alaska native corporations. Both descriptions are managed under the auspices of the Bureau of Land Management, Department of Interior, U.S. government. Total acreage held in the project is 31,340.

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Location and Access

The Iliamna Project is located in western Alaska, about fifty miles east-northeast of Dillingham. There are no roads in the area, and access into the northern part of the project is via barge to Koliganek, with helicopter transport to the claims thereafter. Access to the southern part of the claims is possible via helicopter from Igiugig, a small fishing and barge village on the western shore of Lake Iliamna.

Agreement and Terms

We have an option agreement with TNR and BHP Billiton Inc. with respect to the property. We must expend $500,000 in exploration on the property by September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. We had spent $399,018 as of March 31, 2004, $460,860 as of June 30, 2004 $568,952 as of September 30, 2004, and a total of $$855,594.81 as of June 30, 2005

Previous Work

In 2000, Rio Algom Exploration Inc. began exploring for supergene enriched porphyry copper deposits in SW Alaska. During the year, they conducted an airborne magnetic survey, which identified three regional magnetic anomalies. An IP/resistivity survey was conducted on selected targets after which the company staked claims - the Illiamna property - to cover the geophysical anomalies. Subsequent to claim staking, Rio Algom was acquired by BHP Billition Inc. On October 15, 2002 TNR (now TNR Gold Corp.) acquired an option to acquire 70% of the property from BHP.

Property Description

The Iliamna property is situated within southwest Alaska, with elevations ranging from 15 meters above seal 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.

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 Island Intrusions, and Tertiary dacitic dykes. 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, which include pyrrhotite, pyrite, chalcopyrite, arsenopyrite, sphalerite and galena. The veins are locally silicified. (Assessment Reports 9606, 12767).

Gold is found in volcanic rocks, as well as quartz monzonite and quartz diorite. We have not determined if there is any economic gold on the property nor whether there is other mineralization of any economic significance.

The source of the above description of the rock formation and mineralization of the property is from reports by Rio Algom, BHP Billiton, and State of Alaska geologic data.

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Proposed Exploration

We must conduct exploration to determine what amount of valuable minerals, if any, exist on our properties and if any valuable minerals, which are found, can be economically extracted and profitably processed. Our exploration targets are gold, silver, copper and zinc, or other valuable minerals, all of which have been found in exploration occurring within the regional area of our property.

Our exploration programs are designed to efficiently explore and evaluate our properties.

We do not claim to have any valuable minerals or reserves whatsoever at this time on any of our properties.

Exploration Program

Previous 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 therefore intend to conduct a 4,000 ft 4 hole diamond drill program to test two geophysical anomalies on the property. We will contract an experienced drilling company to conduct the drilling and will have a professional geologist as an independent contractor to act as the project geologist. We will contract a fixed - wing airplane to transport the diamond drill and all associated equipment to the nearest airstrip to the property from where a helicopter will transport the equipment to site. The helicopter will also provide daily transport for the crew and geologist. An experienced exploration geologist, overseen by our CEO John Hiner, will manage the entire exploration program. The cost of the program is estimated to be $350,000.

Regulations

We are subject to the federal Mining Law of 1872, as modified from time to time, as well as BLM and U.S. Forest Service regulations where applicable, dependent upon jurisdiction. We must also comply with State of Alaska mining and surface management regulations, and regulations governing the fish and fauna of the state. We are also required to observe the 1976 Federal NEPA (National Environmental Policy Act), and its subsidiary regulations.

Explorations

On September 29, 2003 we announced the drill and assay results from our core-drilling program at the Iliamna Project in western Alaska.

Four core holes were drilled to test two buried geophysical targets. Two holes were drilled at the "H" claims area, which constitutes the southern anomaly, and two holes were drilled at the "D" claims area, which constitutes the northern anomaly.

At the "H" claims, the drill hole IL-03-H-01 encountered bedrock at 220 feet, and was drilled to a final depth of 685 feet. The core is a very fine-grained metamorphic rock, which is host to fracture-controlled and disseminated sulfide minerals consisting of chalcopyrite, pyrrhotite, and traces of molybdenite. 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. The intrusive contains disseminated and fracture-controlled chalcopyrite, pyrrhotite, and pyrite as well as fracture-controlled chalcopyrite. The following table provides the weighted gold and copper assays for each entire hole, as well as selected intervals within each hole.

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|Drill Hole No.           | From (ft) | To (ft) | Interval (ft) | Au (ppm) | Cu (ppm)
|------------------------ | --------- | ------- | ------------- | -------- | --------
|IL-03-H-01 (metamorphic) | 220       | 685     | 465           | 0.0195   | 231     
|including                | 220       | 285     | 65            | 0.0300   | 304     
|                         | 345       | 375     | 30            | 0.0297   | 528     
|                         | 445       | 685     | 240           | 0.0195   | 244     
|IL-03-H-02 (intrusive)   | 282       | 835     | 553           | 0.0484   | 212     
|including                | 282       | 365     | 83            | 0.0378   | 284     
|                         | 395       | 505     | 110           | 0.0500   | 417     
|                         | 555       | 715     | 160           | 0.0755   | 209     

At the "D" claims, the final two holes of this year's program 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 asked our geophysicists to review the original data for an explanation of the disparity.

We are very encouraged by these copper-gold results. Anomalous intervals of copper-gold mineralization in both the intrusive and metamorphic rocks suggest that a mineralized system has been intersected and additional work is warranted. The distance between the two mineralized drill holes is over a half-mile, which may be an indication of a large mineralizing system.

Based on the success of the 2003 drill program, we conducted a geophysical survey on the property in April 2004. On September 13, 2004 we announced the results of the geophysical survey which delineated several anomalies considered to reflect sulphide mineral concentrations and thus drill target

On December 15, 2004 we announced the completion of the drilling program on the H claim of the property. Geologic logs show that pyrite-chalcopyrite-pyrrhotite-molybdenum mineralization was intersected in all four widely-spaced holes. In conjunction with the two holes drilled in 2003, the mineralized area now covers a minimum of 700m by 1500m (2,296 feet by 4,921 feet). Disseminated porphyry-style and fracture-controlled copper-gold mineralization were intersected in both a granodiorite intrusive rock and the enclosing metamorphic country rocks

Escorpion Project, Coquimbo Region IV, Chile

On January 24, 2005 we announced that our wholly-owned subsidiary, Minera Geocom Resources-Chile Limitada (MGRC), has signed a formal joint venture agreement to earn a 55% on the Escorpion gold property from Minera Canela S.A. The property is situated in the fourth region Province of Choapa in Chile. To earn our interest, we must spend US$1,700,000.50 over four years on exploration and development at and we must expend $150,000.50 in exploration on the property on or by December 31, 2005. We had spent $38,518.46 as of March 31, 2005 and a total of $$80,340.97 as of June 30, 2005.

Page 12





Property and Claims

The Escorpion project is located approximately 318 kilometers (191 miles) north of Santiago, in Region IV of Coquimbo, Chile. The known gold showings on the Escorpion Project cover an area of approximately 150m by 1500m, and form a corridor trending north-northeasterly across the property. Two of the zones, the Merceditas and the Chululera, have been mined in the past. Underground and surface workings are present at both locations, however records of the ore removed and gold recovered are not available. Previous sampling has shown gold grades in the underground workings of up to 12 grams per tonne (0.35 oz/ton Au) over widths of several meters and dump grab samples of up to 26 grams per tonne (0.76 oz/ton Au). An additional showing called Amax is located near Chululera, but has received only minor prospecting attention.



|Location Area | Name                  | Owner              
|------------- | --------------------- | -------------------
|Canela        | Merceditas 1 to 7     | Minera Canella S.A.
|Canela        | La Escorpión 1 to 12a | Minera Canella S.A 
|Canela        | La Cristal 1 to 20    | Minera Canella S.A 
|Canela        | Libra 1 to 10         | Minera Canella S.A 
|Canela        | Miguel 1 to 56        | Minera Canella S.A 
|Canela        | Tulipan               | Minera Canella S.A 
|Canela        | Palo de Agua          | Minera Canella S.A 
|Canela        | Peonia                | Minera Canella S.A 
|Canela        | Gladiolo              | Minera Canella S.A 
|Canela        | Rosa                  | Minera Canella S.A 
|Canela        | Crisantemo            | Minera Canella S.A 



On March 31, 2004 the Company announced the completion of the first phase of work at its Escorpion gold project. The work consisted of geologic mapping, rock, soil, and stream sediment sampling, and satellite image structural analysis. The field program was designed to confirm known mineralization, and to delineate potential new gold zones. It was successful on both counts, having outlined drill targets in known mineralized zones, and discovering new gold mineralization in previously undetected areas. With these encouraging results, Geocom is soliciting bids for a core drilling program to begin as soon as possible.

During the period January to March 2005, our company personnel completed preliminary geologic mapping and sampling on the Escorpion Project, in preparation for an upcoming drill program. This work included rock, soil and stream sediment sampling along with the collection of remote sensing data to define the extent of the mineralized zones and clarify the controls on mineralization.

On June 14, 2005 we announced that core drilling had been initiated on the Escorpion gold project. Drilling will test the ore potential of two zones: the Chululera and Amax. The newly discovered Crystal and Crystal South zones will be tested in a follow-up drill program.

Four holes were completed at the Chululera zone, where previous mining activity exposed a silicified and mineralized stockwork zone. Work by our company geologists indicates that the mineralized zone mimics the orientation of metasedimentary and metavolcanic rocks in the area, and suggests a specific preference of mineralization for specific rock types. All four holes had encountered the mineralized zone where

Page 13





To date we have made minimal exploration expenditures in respect of the Escorpion property. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit or an ore reserve exists on the Escorpion Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained any insurance with respect to the property.

Location and Access

The Escorpión prospect is located in the Coastal Range of the IV Region of Coquimbo, Chile, 318 Km to the North of Santiago, 94 Km to the North of the coast town of Los Vilos and 15 Km to the Northeast of Canela Baja town. The prospect is located in the Canela district, on the Canela Baja 1:50.000 mapsheet, between 700-800 m a.s.l. Access to the prospect is possible from Santiago through the Pan-American Highway (Route 5) and secondary paved roads East to the town of Canela Baja. The project is centered at UTM coordinates 6530500N and 280500E, Zone 19 South.

The property is easily accessible year round by paved roads leading from Canela Baja and a network of gravel roads and drill tracks provide access throughout the project area.

Agreement and Terms

W have an option agreement with Minera Canella S.A. in respect of the property. To earn our 55% we must spend US$1,700,000.50 over four years on exploration and development at and we must expend $150,000.50 in exploration on the property on or by December 31, 2005. We had spent $80,340.97 as of June 30, 2005

Previous Work

The Escorpión prospect and others in the region are known for gold mineralization since before 1970 when simultaneously a number of local small miners and a few major mining companies started extraction and exploration operations. In 1995 Minera Canela S.A. (MC) was created with the aim of acquiring the Escorpion property and to proceed with the exploration and possible exploitation of the gold resources. MC after developing an exploration program between 1996 and 1997, decided during 1997 to offer the prospect for sale or partnership with a established mining company.

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

The known showings on the Escorpion Project cover an area of approximately 150m by 2000m, and form a corridor trending north-northeasterly. These are known as the Merciditas, Escorpion, Amax, Crystal and Crystal South showings and have received varying degrees of attention. Underground workings are present on the Merciditas and the Escorpion showings, however records of the ore removed and gold recovered are not available. Previous sampling has shown gold grades in the underground workings of up to 12g/t over several metres and dump grab samples of up to 26g/t gold.

Property Description

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

Page 14





Property Geology

Gold mineralization in the Escorpión prospect appears to be controlled by several favorable north-northeast trending structural zones within the Complejo Escorpión(Escorpión Complex). These zones have evolved within an old metasedimentary sequence of mudstones, shales and sandstones with abundant intercalations of tuff and andesites. The entire sequence has been cut by several generations of dikes, sills and stocks with a lamprophyric to granitic composition. The Escorpión Complex (CE) had been affected by regional and contact metamorphism, and lastly by a hydrothermal event which carried the gold mineralization. Based on its lithology the CE can be correlated with the Huentelauquén Formation (Permian-Carboniferous), the Choapa Metamorphic Complex (Paleozoic) or the El Quereo Formation (Triassic) until such time as age dates are available. The granitic dikes and granodioritic stock correlate well with the large Jurassic-Cretaceous intrusive units of the Coastal Range of Central Chile.

At Escorpion the mineralized rock consists of a bleached and variably silicified metasediment containing stockwork quartz veining. At surface the rock is limonitic due to oxidation of the contained sulphides, but no indication of the depth of this oxidation is available from the records. These stockwork zones appear to be fault bounded within the NNE trending corridor, and are localized near the intersections with NW and NE trending cross structures. From surface mapping the mineralized zones appear to be flat lying to gently south dipping, however the structural complexity of the area is such that over short distances these attitudes may change rapidly.

Additional sampling carried out at the beginning of March focused on a colour anomaly in the southern portion of the property, and followup of several anomalous soil samples collected during the previous program. The colour anomaly consisted of a kill zone with no defined outcrop, but extensive areas of probable subcrop. Samples collected showed elevated arsenic levels but no significant gold values. A grab sample of strongly argillic altered outcrop with quartz stringers was located upstream of the colour anomaly, and contained 3.96g/t gold. This showing (Crystal S), located within the confines of the NNE corridor, marks the southern extent of the known showings on the property to date, however no work has been carried out south of this area.

At the Crystal showing a small outcrop of bleached, limonitic metasediments with narrow quartz veins contains gold values. Additional outcrops of similar material have been located upstream and to the northeast of the original showing all located within the NNE trending corridor. Samples of these outcrops also contain anomalous gold values.

The known showings are all located in drainage channels, generally north facing, with the exceptions being the Crystal showings located in westerly trending drainages. The majority of the anomalous gold samples collected during the current program fall within the confines of the NNE corridor. The arsenic values reflect both the NNE corridor and the NW trending cross structures.

Additional work on the Escorpion project will require more detailed mapping and sampling of the Crystal showings area to outline the extent of the anomalous outcrops. In the area of the Chululera and Amax showings, drilling will be required to determine the down dip and along strike extensions of the mineralized zones identified so far.

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

Proposed Exploration Program

General

We must conduct additional exploration programs to determine what amounts of valuable minerals, if any, exist on our properties and if any valuable minerals which are found, can be economically extracted and profitably processed. Our exploration targets are gold and silver, or other valuable minerals, which have been found in exploration occurring within the regional area of our property.

Our exploration programs are designed to efficiently explore and evaluate our properties.

Page 15





We do not claim to have any valuable minerals or reserves whatsoever at this time on any of our properties.

Proposed Exploration Program

Previous work at Escorpion has successfully delineated areas containing anomalous gold and silver. The previous work is insufficient to adequately evaluate the economic potential of the mineralized zones, and we intend to fully explore and delineate the ore potential of the anomalous zones in a staged exploration program that will incorporate the following activities:

1.	Acquisition of all available previously acquired data and the formation of a property-wide and regional database;

2.	Evaluation of the existing geochemical data for statistical trends within the data that will aid surface and subsurface exploration activities;

3.	Surface mapping of geological features combined with rock chip, soil and stream sediment sampling programs to further define known anomalies and identify new areas of anomalous mineralization;

4.	Evaluation of new data, compilation, and integration with satellite or other remote sensing data to aid prioritization of drill targets; and

5.	Drill individual targets and analyze samples for gold, silver, copper, and a suite of pathfinder trace elements to aid additional drilling programs.

A qualified geologist with extensive experience in exploration of gold and mineral properties will manage a technical team conducting the multiple phases of exploration. John Hiner, our President and Chief Executive Officer will oversee the exploration programs.

Regions 10 and 11, the Patagonia area of southern Chile

On April 6, 2005 we announced that, through our wholly-owned subsidiary Minera Geocom Resources-Chile Ltda. ("MGRC"), we have initiated an exploration program in regions 10 and 11, the Patagonia area of southern Chile. By virtue of an exploration agreement with Mr. Robert Mitchell ("Mitchell"), a Canadian prospector resident in Chile, MGRC has acquired the rights to use an extensive, regional database containing numerous copper, gold, and platinum/palladium occurrences in an area of Chile that has been historically under explored. MGRC and Mitchell have teamed up to evaluate, further define, and acquire prospective land positions in this region.

Mitchell has accumulated geochemical data from various sources such as BRGM (Bureau de Researche de Geologie et Miniere - a French government agency) and Sernageomin (Chilean exploration agency), BHP-Billiton, and

The 3,000+ sample database includes multi-element assays, and covers a broad range of geologic terrains. These terrains offer the potential for porphyry copper, epithermal gold, and massive sulphide deposits. In addition, the database revealed significant platinum/palladium anomalies in stream sediments and pan concentrates. Numerous coarse-gold placer occurrences were also identified that have no associated primary source.

The first phase of the exploration program was jointly designed by the us and Mitchell, and is focusing on areas of gold anomalies in both stream and pan concentrate samples, which also display a geochemical signature indicative of epithermal gold deposits. This work will consist of mapping and rock sampling to determine the potential for a significant ore deposit. Land acquisition will follow upon the validation of any significant mineral potential.

Page 16





Phase II will follow-up on the porphyry copper potential of the region, and Phase III will address the PGM occurrences. The Phase II and III programs will coincide with further programs on the gold targets developed during Phase I. Mitchell has been contracted to provide logistical and field management of the exploration and acquisition program. We are pleased to have Mitchell, who is an experienced prospector and self-taught geologist, working with our company.

Our management anticipates that property acquisition will follow rapidly from this first phase of exploration which commenced last week. In keeping with the our corporate philosophy, management considers the acquisition of this database and Mitchell's services to be an excellent means to rapidly identify and acquire high-quality exploration

Santa Rosa and Marcelita, Chile

The Santa Rosa and Marcelita properties comprise a total of 2,433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapó, Tierra Amarilla County, Region III, Chile. Mines in the Zapallar district produced gold, silver, copper, lead, and zinc from volcanic-hosted veins, stockwork, breccia pipes, and other mineralized settings. Previously held by LAC Minerals in the late 1980s, the ground recently became open to staking. We control 100% of the property acquired.

The Santa Rosa property includes the Cuarteadero 1-6 claims covering 10.5 square kilometers. Large zones of intense hydrothermal alteration that host silicification, stockwork veining, and silicified breccias within stratified volcanic rocks underlie the area. Reconnaissance rock-chip sampling returned anomalous gold and base metal values ranging up to 0.312 ppm gold, 45.4 ppm silver, 7700 ppm copper, 4.02% lead and 6.96% zinc.

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

We have initiated evaluation programs on both properties to compile geologic and geochemical data to confirm existing targets, and to delineate new drill targets.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outline below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during our pre-exploration stage. Prospective investors should consider carefully the risk factors set out below.

Page 17





We own options to earn interest in our properties and if we fail to meet the requirements of our option agreements we will lose our interests and cease operations.

We hold options to earn interests in our properties and if we fail to meet the requirements of our option agreements we will lose our rights to earn those interests and cease operations.

We have limited operating history and losses that we expect to continue into the future.

We have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to June 30, 2005 is $3,335,020. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

- Our ability to locate a profitable mineral property;

- Our ability to generate revenues; and

- Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with exploration of our mineral properties. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

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.

We have no known ore reserves and we may not find any mineral resources. Even if we recover mineral substances, we may not make a profit. If we cannot find economic mineral resources or if it is not economic to recover the mineral resources, we will have to cease operations.

If we do not raise enough money for exploration, we will have to delay exploration or go out of business.

We are in the very early exploration stage and we need additional financing before we are able to continue our exploration efforts. We have not made any arrangements for financing and we may be unable to raise financing. If we are not able to raise any financing we will have to delay our exploration or go out of business.

Weather conditions and climate may make access to our Iliamna project difficult.

Rain and snow may make access to our Iliamna project difficult. While we plan to conduct exploration year round, weather constraints could impact the access and efficiency of our exploration programs.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations. We require additional financing before we can undertake any explorations of our properties.

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We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

We do not have enough money to complete our exploration and consequently may have to cease or suspend our operations unless we are able to raise additional financing.

We have enough money to commence first stages of the exploration of the Iliamna and La Carolina Projects. We will require additional funding to complete subsequent phases of exploration. Because we are conducting exploration on undeveloped projects, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as little as $500,000 and as much as $10,000,000 to find out. If it turns out that we are not able to raise enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cannot raise it, we will have to suspend or cease operations.

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

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

Our officers and directors own a total of 7,650,000 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, which will reduce the value of your shares.

Our officers and directors own a total of 7,650,000 shares of stock. Subject to all holding periods under applicable securities laws, they will likely sell a portion or all of their stock in the future. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

Page 19





Item 2.	Description of Property.

La Carolina Project, San Luis, Argentina

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development at and we were required expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest at La Carolina. As of March 31, 2004 we had spent $196,060 on the property, $606, 234.19 as of March 31, 2005 and a total of $606,994.93 as of June 30, 2005. We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

The La Carolina property consists of 11 claims, which total approximately 1,318 hectares.



|Location Area | Name            | File Number | Owner | Size     | Date Granted
|------------- | --------------- | ----------- | ----- | -------- | ------------
|              |                 |             |       | hectares |             
|Carolina      | Atenea          | 672-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Afrodita        | 276-V-87    | CMSA  | 100      | 7/6/1999    
|Carolina      | Adonis          | 673-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Arbol de Anibal | 441-C-85    | CMSA  | 100      | 7/6/1999    
|Carolina      | Arbolito        | 677-D-88    | CMSA  | 200      | 7/6/1999    
|Carolina      | Penélope        | 538-C-88    | CMSA  | 100      | 7/6/1999    
|Carolina      | Baco            | 674-D-88    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina II     | 719-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina III    | 720-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | Carolina IV     | 721-N-98    | CMSA  | 100      | 7/6/1999    
|Carolina      | La Estancia     | 775-C-2003  | CMSA  | 18       | 3/12/2003   
|              |                 |             |       | 1318     |             

During the period October to December 2003, company personnel conducted acquisition of data from various sources in Argentina, mapped and sampled in areas previously identified by Argentine geologists, and did reconnaissance geologic mapping and sampling on parts of the La Carolina property not previously evaluated.

To date we have made minimal exploration expenditures in respect of the La Carolina property. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit or an ore reserve exists in the La Carolina Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained any insurance in respect of the property.

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Iliamna Project, Alaska, USA

On May 16, 2003, we entered into an agreement in principle with TNR and BHP to earn a majority interest in BHP's Iliamna Project in Alaska. On May 20, 2003, we announced that we entered into a formal agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP's Iliamna Project in Alaska. Upon accomplishing our earn-in obligations, we will hold a 52.5% net interest in the project. To earn our interest, we were required to expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. We had spent $399,018 as of March 31, 2004, $460,860 as of June 30, 2004 $568,952 as of September 30, 2004, and a total of $855,594.81 as of June 30, 2005

The Iliamna Project is held by 63 unpatented lode mining claims located on U.S. federal lands and state of Alaska state-select lands. State select land comprises land selected by the state during the process of statehood and in combination with dividing lands for the Alaska native corporations. Both descriptions are managed under the auspices of the Bureau of Land Management, Department of Interior, U.S. government. Total acreage held in the project is 31,340.

Escorpion Project, Coquimbo Region IV, Chile

On January 24, 2005 we announced that our wholly-owned subsidiary, Minera Geocom Resources-Chile Limitada (MGRC), has signed a formal joint venture agreement to earn a 55% on the Escorpion gold property from Minera Canela S.A. The property is situated in the fourth region Province of Choapa in Chile. To earn our interest, we must spend US$1,700,000.50 over four years on exploration and development at and we must expend $150,000.50 in exploration on the property on or by December 31, 2005. We had spent $38,518.46 as of March 31, 2005

The Escorpion project is located approximately 318 kilometers (191 miles) north of Santiago, in Region IV of Coquimbo, Chile. The known gold showings on the Escorpion Project cover an area of approximately 150m by 1500m, and form a corridor trending north-northeasterly across the property. Two of the zones, the Merceditas and the Chululera, have been mined in the past. Underground and surface workings are present at both locations, however records of the ore removed and gold recovered are not available. Previous sampling has shown gold grades in the underground workings of up to 12 grams per tonne (0.35 oz/ton Au) over widths of several meters and dump grab samples of up to 26 grams per tonne (0.76 oz/ton Au). An additional showing called Amax is located near Chululera, but has received only minor prospecting attention



|Location Area | Name                  | Owner              
|------------- | --------------------- | -------------------
|Canela        | Merceditas 1 to 7     | Minera Canella S.A.
|Canela        | La Escorpión 1 to 12a | Minera Canella S.A 
|Canela        | La Cristal 1 to 20    | Minera Canella S.A 
|Canela        | Libra 1 to 10         | Minera Canella S.A 
|Canela        | Miguel 1 to 56        | Minera Canella S.A 
|Canela        | Tulipan               | Minera Canella S.A 
|Canela        | Palo de Agua          | Minera Canella S.A 
|Canela        | Peonia                | Minera Canella S.A 
|Canela        | Gladiolo              | Minera Canella S.A 
|Canela        | Rosa                  | Minera Canella S.A 
|Canela        | Crisantemo            | Minera Canella S.A 

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Santa Rosa and Marcelita, Chile

The Santa Rosa and Marcelita properties comprise a total of 2,433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapo, Tierra Amarilla County, Region III, Chile. Mines in the Zapallar district produced gold, silver, copper, lead, and zinc from volcanic-hosted veins, stockwork, breccia pipes, and other mineralized settings. Previously held by LAC Minerals in the late 1980s, the ground recently became open to staking. We control 100% of the property acquired.

The Santa Rosa property includes the Cuarteadero 1-6 claims covering 10.5 square kilometers. Large zones of intense hydrothermal alteration that host silicification, stockwork veining, and silicified breccias within stratified volcanic rocks underlie the area. Reconnaissance rock-chip sampling returned anomalous gold and base metal values ranging up to 0.312 ppm gold, 45.4 ppm silver, 7700 ppm copper, 4.02% lead and 6.96% zinc.

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

Our executive and head offices are located at 114 West Magnolia Street, Suite 413, Bellingham, Washington 98225. Our telephone number is 360.392.2898.

Item 3.	Legal Proceedings.

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

Item 4.	Submissions of Matters to a Vote of Security Holders.

None.

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PART II

Item 5.	Market for Common Equity and Related Stockholder Matters.

On July 2, 2002, our common stock received approval for quotation on the National Association of Securities Dealers Inc.'s Over-the-Counter Bulletin Board under the name "Geocom Resources, Inc." and under the symbol "GOCM". The following table reflects the high and low bid information for our common stock for each fiscal quarter during the fiscal years ended June 30, 2003 and 2004. The bid information was obtained from Yahoo! Finance and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.



|Quarter Ended(1)   | High  | Low  
|------------------ | ----- | -----
|September 30, 2003 | $3.52 | $1.08
|December 31, 2003  | $2.69 | $1.20
|March 31, 2004     | $1.77 | $1.07
|June 30, 2004      | $1.38 | $0.51
|September 30, 2004 | $0.75 | $0.42
|December 31, 2004  | $0.70 | $0.32
|March 31, 2005     | $0.44 | $0.23
|June 30, 2005      | $0.43 | $0.16

(1)

On June 30, 2005, the closing price for the common stock as reported by the quotation service operated by the OTC Bulletin Board was $0.21.

As of June 30, 2005, there were 77 holders of record of our common stock. As of such date, 20,942,675 common shares were issued and outstanding.

Our common shares are issued in registered form. The Nevada Agency and Trust Company, 50 Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: 775.322.0626; Facsimile: 775.322.5623 is the registrar and transfer agent for our common shares. We have no other exchangeable securities.

Dividend Policy

To date, we have not paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors as deemed relevant by the Board of Directors.

Equity Compensation Plan Information

On November 20, 2003, our Board of Directors approved the "2004 Stock Option Plan." The Board of Directors reserved 1,700,000 shares of our common stock to be issued in the form of incentive and/or non-qualified stock options for employees, directors and consultants. As of June 30, 2005 1,540,000 options have been granted to employees, directors or consultants.

Page 23





Item 6.	Management Discussion and Analysis and Plan of Operation.

Review of Operations / Plan of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this report. The statements contained in this section include projections of future results and "forward-looking statements" as that term is defined in Section 27A of the Act, and Section 21E of the Exchange Act. All statements that are included in this registration statement, other than statements of historical fact, are forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this report, including, without limitation, in conjunction with those forward-looking statements contained in the report.

Overview

As at June 30, 2005, we were an exploration stage company whose plan of operation over the next twelve months is to continue to explore and/or develop our mining properties.

Plan of Operation

We are in the business of acquiring and exploring resource properties and interests. We have not generated any revenues since our inception. We were incorporated on June 19, 2000. From the inception of our business on April 23, 2001, we were engaged in a working interest in respect of the exploration of certain oil and natural gas interests in the state of California referred to as the Coalinga Nose Project. The Coalinga Nose Project was unsuccessful and we commenced pursuing other resource sector opportunities, such as the La Carolina Project and Iliamna Project as previously discussed.

Plan of Operations - Next 12 Months

We intend to continue our exploration activities in Alaska, Argentina and Chile. Our personnel are continuously evaluating new opportunities that become available via network contracts, on ground exploration, or via submittal from independent sources. We anticipate we will require $1,005,000 for the 12 months ending June 30, 2006

We intend to finance our activities via brokered or non-brokered private placements during the year 2005. The amount and conditions precedent to such fund raising are presently being determined by management.

We are also pursuing other potential projects within the mineral resource sector.

Financial Condition, Liquidity and Capital Resources

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

At June 30, 2004, there was a working capital of $104,825 compared to a working capital of

At June 30, 2005, our total assets were $311,944, which consisted primarily of cash assets of $289,412.

At June 30, 2005, our total current liabilities increased to, 113,928 from $54,636 at June 30, 2004.

Page 24





We posted losses of $1,5382,546 for the year ended June 30, 2005 and $3,335,020 since inception to June 30, 2005. The principal components of the losses for the year ended June 30, 2005 were administrative expenses of $586,664 and exploration expenses of $945,592. By comparison, as of the year ended June 30, 2004 we had incurred exploration expenditures of $1,011,602.

Operating expenses for the year ended June 30, 2005 were $1,532,256, compared to the year ended June 30, 2004, which were $1,026,694.

At June 30, 2005, we had cash on hand of $289,412.

Going Concern

We have historically incurred losses, and through June 30, 2005 have incurred losses of $3,335,020 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings and/or bank financing.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended June 30, 2005, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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

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

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

Recently Issued Accounting Standards

In December 2004, the FASB issued Statement No. 123(R) (revised 2004) ("FAS 123(R)"). In addition, in March 2005 the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin Topic 14, "Share-Based Payment" (SAB 107) which provides interpretations regarding the interaction between FAS 123(R) and certain SEC rules and regulations and provided the staff's views regarding the valuation of share-based payment arrangements for public companies. FAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including stock option awards. FAS 123(R) revises FASB Statement No. 123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25. FAS 123(R) will require us to measure the cost of employee services received in exchange for stock option awards based on the grant-date fair value of such awards. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. We will report such costs

Page 25





as part of our general and administrative expenses. On April 14, 2005, the Securities and Exchange Commission announced amended compliance dates for SFAS 123(R). The SEC previously required companies to adopt this standard no later than July 1, 2005, but the new rules now require us to adopt FAS  123(R) as of the beginning of the first annual reporting period that begins after December 15, 2005, which will be our fiscal year ending June 30, 2007. We will recognize the cumulative effect of initially applying this statement as of the effective date. Currently, the cumulative effect of initially applying FAS 123(R) has not been determined and is subject to change depending on future events.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Use of Estimates

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

Basic and Diluted Net Income (Loss) Per Share

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

Cash and Cash Equivalents

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

Mineral Properties

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

Financial Instruments

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

Page 26





Item 7.	Financial Statements.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following financial statements are filed as part of this annual report:

Independent Auditor's Report, dated October 7, 2005

Balance Sheets as at June 30, 2005 and June 30, 2004

Statements of Operations for the years ended June 30, 2005 and June 30, 2004 and for the period from June 19, 2000 (inception) through June 30, 2005

Statements of Cash Flows for the years ended June 30, 2005 and June 30, 2004 and for the period from June 19, 2000 (inception) through June 30, 2005

Statement of Stockholders' Deficiency for the period from June 19, 2000 (inception) to June 30, 2005

Page 27



**********************************************************************************************************************************************************************



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 
Geocom Resources, Inc. 
(An Exploration Stage Company)
Bellingham, WA

We have audited the accompanying consolidated balance sheet of Geocom Resources, Inc. as of June 30, 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the two years then ended and for the period from June 19, 2000 (Inception) through June 30, 2005. 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. The financial statements for the period June 19, 2000 (inception) through June 30, 2002, were audited by other auditors whose report dated August 13, 2002, which has been furnished to us, expressed an unqualified opinion on those statements. The financial statements for the period June 19, 2000 (inception) through June 30, 2002, included a net loss of $501,577. Our opinion on the consolidated statements of operations, stockholders' deficit, and cash flows for the period June 19, 2000 (inception) through June 30, 2002, insofar as it relates to amounts for prior periods through June 30, 2002, is based solely on the report of other auditors.

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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Geocom Resources, Inc. as of June 30, 2005, and the results of its operations and its cash flows for each of the two years then ended and for the period from June 19, 2000 (Inception) through June 30, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Geocom will continue as a going concern. As discussed in Note 2 to the financial statements, Geocom has incurred losses from inception through June 30, 2005 totaling $3,335,020. Geocom will require additional working capital to develop its business until Geocom either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about Geocom's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.



Lopez, Blevins, Bork & Associates, LLP

Houston, Texas
October 7, 2005

Page F-1







GEOCOM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEET



|                                                                                                         | June 30,   
|-------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                         | 2005       
|ASSETS                                                                                                   |            
|Current assets                                                                                           |            
|Cash                                                                                                     | $	289,412  
|Other current assets                                                                                     | 15,078     
|Total current assets                                                                                     | 304,490    
|Property and equipment, net                                                                              | 7,454      
|Total Assets                                                                                             | $	311,944  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     |            
|Current liabilities:                                                                                     |            
|Accounts payable & accrued liabilities                                                                   | $	113,928  
|Total current liabilities                                                                                | 113,928    
|Commitments                                                                                              |            
|STOCKHOLDERS' EQUITY:                                                                                    |            
|Common stock, $.00001 par value, 100,000,000 shares authorized, 20,942,675 shares issued and outstanding | 209        
|Additional paid in capital                                                                               | 3,531,749  
|Deficit accumulated during the exploration stage                                                         | (3,335,020)
|Accumulated other comprehensive income                                                                   | 1,078      
|Total stockholders' equity                                                                               | 198,016    
|Total Liabilities and Stockholders' Equity                                                               | $	313,944  

The accompanying notes are an integral part of these financial statements.



Page F-2







GEOCOM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONSYears ended June 30, 2005 and 2004
and Period from June 19, 2000 (Inception) through June 30, 2005





|                                     | Year Ended June 30, | Year Ended June 30, | Inception through June 30,
|------------------------------------ | ------------------- | ------------------- | --------------------------
|                                     | 2005                | 2004                | 2005                      
|Operating expenses:                  |                     |                     |                           
|Exploration expenditures             | $	945,592           | $	1,011,602         | $	2,217,419               
|Oil and gas interests                | -                   | -                   | 42,060                    
|Other general and administrative     | 586,664             | 15,092              | 945,301                   
|Loss from operations                 | 1,532,256           | 1,026,694           | 3,204,780                 
|Interest expense                     | 50,290              | 55,675              | 130,240                   
|Net loss                             | $	(1,582,546)       | $	(1,082,369)       | $	(3,335,020)             
|Net loss per share:                  |                     |                     |                           
|Basic and diluted                    | $ (0.08)            | $ (0.06)            |                           
|Weighted average shares outstanding: |                     |                     |                           
|Basic and diluted                    | 19,912,679          | 17,225,369          |                           

The accompanying notes are an integral part of these financial statements.

Page F-3





GEOCOM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Period from June 19, 2000 (Inception) through June 30, 2005





|                                                                              | Common Stock | Additional paid-in | Deficit accumulated during the Exploration | Accumulated Other Comprehensive |             
|----------------------------------------------------------------------------- | ------------ | ------------------ | ------------------------------------------ | ------------------------------- | ------------
|                                                                              | Shares       |                    | Amount                                     | Capital                         | Stage       
|Balance June 30, 2002                                                         | 28,000,000   |                    | $	280                                      | $477,220                        | $(501,577)  
|Shares Returned to treasury by officers                                       | (11,500,000) |                    | (115)                                      | 115                             | -           
|Intrinsic Value of Beneficial Conversion feature of convertible notes payable | -            |                    | -                                          | 55,556                          | -           
|Net Loss                                                                      | -            |                    | -                                          | -                               | (168,528)   
|Balance June 30, 2003                                                         | 16,500,000   |                    | 165                                        | 532,891                         | (670,105)   
|Conversion of notes payable into common share                                 | 493,678      |                    | 5                                          | 513,420                         | -           
|Capital Stock Issued for Cash                                                 | 365,854      |                    | 4                                          | 749,996                         | -           
|Stock Options issued for services                                             | -            |                    | -                                          | 62,676                          | -           
|Net Loss                                                                      | -            |                    | -                                          | -                               | (1,082,369) 
|Balance June 30, 2004                                                         | 17,359,532   |                    | 174                                        | 1,858,983                       | (1,752,474) 
|Capital Stock Issued for Cash, net                                            | 3,583,143    |                    | 35                                         | 1,490,020                       | -           
|Stock Options issued for services                                             | -            |                    | -                                          | 182,746                         | -           
|Foreign Currency Translation                                                  | -            |                    | -                                          | -                               | -           
|Net Loss                                                                      | -            |                    | -                                          | -                               | (1,582,546) 
|Balance June 30, 2005                                                         | 20,942,675   |                    | $	209                                      | $3,531,749                      | $(3,335,020)

The accompanying notes are an integral part of these financial statements.

Page F-4







GEOCOM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended June 30, 2005 and 2004
and Period from June 19, 2000 (Inception) through June 30, 2005



|                                                                                  | Year Ended 
June 30, | Year Ended
June 30, | Inception through 
June 30,
|--------------------------------------------------------------------------------- | -------------------- | ------------------- | ---------------------------
|                                                                                  | 2005                 | 2004                | 2005                       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                      |                     |                            
|Net loss                                                                          | $	(1,582,546)        | $	(1,082,369)       | $	(3,335,020)              
|Adjustments to reconcile net income to net cash provided by operating activities: |                      |                     |                            
|Amortization of debt discount                                                     | -                    | 53,396              | 55,556                     
|Depreciation                                                                      | 2,175                | 923                 | 3,363                      
|Common shares issued for services                                                 | -                    | -                   | 275,000                    
|Stock purchase options issued for services                                        | 182,746              | 62,676              | 245,421                    
|Changes in:                                                                       |                      |                     |                            
|Other current assets                                                              | (14,491)             | 3,000               | (15,078)                   
|Accounts payable & accrued liabilities                                            | 108,074              | (17,604)            | 127,353                    
|NET CASH USED IN OPERATING ACTIVITIES                                             | (1,304,042)          | (979,978)           | (2,643,405)                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                      |                     |                            
|Purchase of property and equipment                                                | (7,770)              | -                   | (10,817)                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                      |                     |                            
|Proceeds from note payable                                                        | -                    | -                   | 500,000                    
|Proceeds from notes payable - related parties                                     | -                    | -                   | 253,786                    
|Repayment of notes payable - related parties                                      | -                    | (39,125)            | (253,786)                  
|Proceeds from advances - related parties                                          | -                    | 42,500              | 118,982                    
|Repayments from advances - related parties                                        | (48,782)             | (62,500)            | (118,982)                  
|Issuance of common stock                                                          | 1,490,055            | 750,000             | 2,442,556                  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                       | 1,441,273            | 690,875             | 2,942,556                  
|Effect of exchange rate changes on cash                                           | 1,078                | -                   | 1,078                      
|NET CHANGE IN CASH                                                                | 130,539              | (289,103)           | 289,412                    
|Cash, beginning of period                                                         | 158,873              | 447,976             | -                          
|Cash, end of period                                                               | $	289,412            | $	158,873           | $	289,412                  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                               |                      |                     |                            
|Interest paid                                                                     | $	-                  | $	-                 | $	6,531                    
|Income taxes paid                                                                 | $	-                  | $	-                 | $	-                        

The accompanying notes are an integral part of these financial statements

Page F-5







GEOCOM RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Geocom Resource Inc. ("Geocom") was incorporated on June 19, 2000 under the laws of Nevada to engage in any lawful business or activity for which corporations may be organized under the laws of the State of Nevada. Geocom was engaged in the exploration of certain oil and natural gas interests in the state of California. In April 2003, Geocom made a strategic decision to focus and pursue opportunities in the mineral resource exploration and development sector in the state of Alaska and in the countries of Argentina and Chile.

Principles of Consolidation

The consolidated financial statements include the accounts of its wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated.

Foreign Currency Translation

The functional currency of the Company's foreign subsidiary is the local currency of the country in which the subsidiary is located.  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.  The net gain or loss resulting from translation is shown as a translation adjustment and included in other comprehensive loss in shareholders' equity.  Gains and losses from foreign currency transactions are included in the consolidated statements of operations.

Use of Estimates

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

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Long-lived Assets

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

Impairment losses are recorded on fixed assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. There were no impairment losses in 2005 or 2004.

Page F-6







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

Stock-Based Compensation

Geocom has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44") in accounting for its employee stock option plans. Under APB 25, when the exercise price of Geocom's stock options is less than the fair value of the underlying shares on the date of grant, compensation expense is recognized. The pro forma disclosures required by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("FAS 123"), and Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123 ("FAS 148") are provided below in Note 3.

The following table provides a reconciliation of net (loss) income to pro forma net (loss) income as if compensation cost for stock options granted to employees had been determined using the fair value method prescribed by FAS 123. The estimated fair value of each stock option is calculated using the Black-Scholes option pricing model. Geocom has elected to follow APB 25, "Accounting for Stock Issued to Employees." Accordingly, since employee stock options are granted at market price on the date of grant, no compensation expense is recognized. However, SFAS 123 requires presentation of pro forma net income and earnings per share as if Geocom had accounted for its employee stock options granted under the fair value method of that statement. The weighted average fair value of the individual options granted during fiscal 2005, to be comparable to those granted in fiscal 2004. The impact on net loss is minimal; therefore, the pro forma disclosure requirements prescribed by SFAS 123 are not significant to the Company. The fair values were determined using a Black-Scholes option-pricing model with the following assumptions:

2004

Dividend Yield				0.00%

Volatility				223%

Risk-free Interest Rate			1.50%

Expected Life				3.00



Page F-7







The pro forma effect on net loss as if the fair value of stock-based compensation had been recognized as compensation expense on a straight-line basis over the vesting period of the stock options or purchase right was as follows for the years ended June 30, 2005 and 2004:

|                                                                                                        | 2005          | 2004         
|------------------------------------------------------------------------------------------------------- | ------------- | -------------
|Net loss, as reported                                                                                   | $	(1,582,546) | $	(1,082,369)
|Add: Stock-based employee compensation included in reported net loss                                    | 1,600         | 800          
|Less: Stock-based employee compensation expense determined under fair-value based method for all awards | (292,883)     | (110,000)    
|Pro forma net loss                                                                                      | $	(1,873,829) | $	(1,191,569)
|Net loss per share:                                                                                     |               |              
|As reported                                                                                             | $ (0.08)      | $ (0.06)     
|Pro forma                                                                                               | $ (0.09)      | $ (0.07)     

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement No. 123(R) (revised 2004) ("FAS 123(R)"). In addition, in March 2005 the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin Topic 14, "Share-Based Payment" (SAB 107) which provides interpretations regarding the interaction between FAS 123(R) and certain SEC rules and regulations and provided the staff's views regarding the valuation of share-based payment arrangements for public companies. FAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including stock option awards. FAS 123(R) revises FASB Statement No. 123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25. FAS 123(R) will require us to measure the cost of employee services received in exchange for stock option awards based on the grant-date fair value of such awards. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. We will report such costs as part of our general and administrative expenses. On April 14, 2005, the Securities and Exchange Commission announced amended compliance dates for SFAS 123(R). The SEC previously required companies to adopt this standard no later than July 1, 2005, but the new rules now require us to adopt FAS  123(R) as of the beginning of the first annual reporting period that begins after December 15, 2005, which will be our fiscal year ending June 30, 2007. We will recognize the cumulative effect of initially applying this statement as of the effective date. Currently, the cumulative effect of initially applying FAS 123(R) has not been determined and is subject to change depending on future events.

Mineral Properties

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

Reclassifications

Certain amounts in the 2004 financial statements have been reclassified to conform with the 2005 financial statement presentation.



NOTE 2 - GOING CONCERN

Geocom has recurring losses and has a deficit accumulated during the exploration stage of $3,335,020as of June 30, 2005. Geocom's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Geocom has no current source of revenue. Without realization of additional capital, it would be unlikely for Geocom to continue as a going concern. Geocom's management plans on raising cash from public or

Page F-8





private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of oil and natural gas interests, if found. Geocom's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of oil and natural gas interests.



NOTE 3 - STOCK OPTION PLAN

In December 2003, Geocom adopted a stock option plan under which 1,700,000 shares of the Company's common stock have been reserved for issuance. Under this plan, as of June 30, 2004, a total of 625,000 options have been issued to various employees, directors, officers, or consultants. Of the 625,000 options issued 400,000 were issued to employees.

In January 2004 Geocom issued 625,000 share purchase options. The share purchase options vest in 20% increments over two years every six months with the first 20% vesting on the grant date. The strike price of the share purchase options is $1.44 and they expire three years after the grant date. 400,000 of the share purchase options were issued to employees of Geocom and are valued at $4,000 using the intrinsic method. The remaining 225,000 share purchase options were issued to independent contractors providing financial and exploration services. These options were valued at $309,378 using the fair value method. These expenses will be recognized over the vesting period.

In July 2004 Geocom issued 715,000 share purchase options. The share purchase options vest in 20% increments over two years every six months with the first 20% vesting on the grant date. The strike price of the share purchase options is $0.64 and they expire three years after the grant date. 400,000 of the share purchase options were issued to employees of Geocom and have no value using the intrinsic method. The remaining 315,000 share purchase options were issued to independent contractors providing financial and exploration services. These options were valued at $143,485 using the fair value method. These expenses will be recognized over the vesting period.

Option activity was as follows for the years ended June 30, 2005 and 2004:



|                                 | 2005      | 2004
|-------------------------------- | --------- | ----
|                                 | Shares    |     
|Outstanding at beginning of year | 625,000   |     
|Granted                          | 715,000   |     
|Exercised                        | -         |     
|Outstanding at end of year       | 1,340,000 |     
|Exercisable at year-end          | 661,000   |     
|                                 |           |     



Information about options outstanding was as follows at June 30, 2005:





|               | Options Outstanding | Options Exercisable
|-------------- | ------------------- | -------------------
|Exercise Price | Number Outstanding  |                    
|               |                     |                    
|$	1.44
$	0.40  | 625,000
715,000     |                    



Page F-9





NOTE 4 - RELATED PARTY TRANSACTIONS

Geocom has month to month service agreements with related parties. Currently, two directors and one officer each receive $2,500 per month and one officer receives $7,500 per month for services performed on behalf of Geocom. For the year ending June 30, 2005 and 2004 payment to related parties for services were $162,000 and $126,000, respectively.

As discussed in note 13 Geocom entered into a transaction with an entity that Geocom's Chief Financial Officer is a shareholder and director.



NOTE 5 - OIL AND NATURAL GAS PROPERTIES

Effective June 30, 2002, Geocom's management determined that the working interest in Coalinga Nose Project ("Coalinga") was not economically viable and was not proceeding with the development of this property.

Geocom's abandoned its 5% working interest in Coalinga as of June 30, 2002. Geocom was obligated to pay its proportionate share of costs with respect to its 5% working interest. During the year ended June 30, 2002, Geocom paid $129,775 of such costs. As of June 30, 2002, Geocom had no further outstanding liabilities with respect to future costs.



NOTE 6 - PROPERTY AND EQUIPMENT

Geocom's fixed assets consist of computer equipment and office furniture. The fixed assets are depreciated using straight line with useful lives ranging from 3-5 years. As of June 30, 2005 Geocom had $10,817 of fixed assets that has been depreciated $3,363



NOTE 7 - NOTE PAYABLE

Geocom entered into a loan agreement with Windsor ("Windsor") Management Ltd. for $500,000. The note payable is convertible into common stock for 90% of the market price. The note bears interest at 10% and is due March 1, 2006. The conversion feature is valued at $55,556 which will be amortized over the life of the note of three years. In July 2003, Geocom converted its note payable from Windsor of $513,425 ($500,000 principal, $13,425 interest) into 493,678 common shares of Geocom. The $513,425 was converted based on the share price of $1.04 or 90% of the market price on the date of election. The unamortized discount was recorded at the date of conversion. During the year ended June 30, 2004 Geocom recorded $53,396 of interest expense.



NOTE 8 - 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.

In January and February 2005, Geocom issued 117,500 shares of common stock as a finder fee for the 3,100,000 share private placement in the second quarter.

Page F-10





In December 2004, Geocom issued 8,500 shares of common stock as a finder fee for the 3,100,000 share private placement in the second quarter.

In October 2004, Geocom conducted two private placements to 48 accredited investors selling 3,100,000 units for gross proceeds of $1,240,000. Each unit consists of one share of common stock and one non-transferable warrant. The warrants have an exercise price of $0.50 and expire five years from the purchase dates.

In July 2004, Geocom conducted a private placement and sold 357,143 units for gross proceeds of $250,000. Each unit consists of one share of common stock and one non-transferable warrant. The warrants have an exercise price of $0.85 and expire in two years from the purchase date.

In October 2003, Geocom conducted a private placement and sold 365,854 units for gross proceeds of $750,000. Each unit consists of 1 share of common stock and 1 non-transferable warrant. The warrants have an exercise price of $2.50 and expire in one year from the purchase date.

In August 2002, Geocom declared a stock split effected in the form of a dividend of three common shares for each issued and outstanding common share of Geocom such that there will be a total of 28,000,000 common shares issued and outstanding upon completion of the stock split. Accordingly, all references to number of common shares and per share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis.

In March 2003, three shareholders returned 11,500,000 (post-split) shares of common stock for no consideration. The shares were immediately cancelled.

During the year ended June 30, 2002, 8,000,000 shares (post-split) were issued at $0.025 (post split) per share for total cash proceeds of $200,000.

In May 2001, Geocom issued 10,000,000 (post split) shares of restricted common shares to officers and directors for $2,500.

In May 2001, Geocom issued 10,000,000 (post split) shares of restricted common shares for services provided by officers and directors valued at $275,000.



NOTE 9 - 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 carryforwards, because of uncertainty regarding its realizability

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, 2005 are as follows:

|                                    | June 30,    
|----------------------------------- | ------------
|                                    | 2005        
|Deferred tax asset attributable to: |             
|Net operating loss carryover        | $ 1,168,982 
|Less, Change in valuation allowance | (1,168,982) 
|Total net deferred tax asset        | $          -



Page F-11





Geocom follows Statement of Financial Accounting Standards Number 109 (SFAS 109), "Accounting for Income Taxes." SFAS No. 109 requires a valuation allowance, if any, to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has determined that a valuation allowance of $1,168,982 at June 30, 2005 is necessary to reduce the deferred tax assets to the amount that will more than likely than not be realized. The change in valuation allowance for 2005 was approximately $575,000.

At June 30, 2005 Geocom had net operating loss carryforwards amounting to approximately $3.1 million and $0.2 million for U.S. and Chile tax purposes, respectively, that expires in various amounts beginning in 2005 in the U.S. and never expires in Chile.

The federal statutory tax rate reconciled to the effective tax rate for 2005 is as follows:

|                                                  | 2005  
|------------------------------------------------- | ------
|Tax at U.S. statutory rate                        | 34.0% 
|State tax rate, net of federal benefits           | 0.0   
|Foreign tax rate in excess of U.S. statutory rate | 17.0  
|Change in valuation allowance                     | (51.0)
|Effective tax rate                                | 0.0%  



NOTE 10 - COMMITMENTS

Geocom signed a one year office lease in the beginning of April 2003. The lease required a security deposit of $587 with payments of $587 per month for rent. As of March 2004 when the lease expired Geocom has been leasing under a month to month agreement. In October 2004, Geocom signed an office lease through the period ending September 30, 2005. The base rent will be $595 per month Geocom's rent expense for the year ended June 30, 2004 and 2005 is $2,664 and $7,044 respectively.



NOTE 11 - ACQUISTIONS

On April 4, 2005. Geocom's subsidiary Minera Geocom Resources Chile Limitada (MGRC) announced an exploration agreement with Mr. Robert Mitchell Minera in which Geocom has acquired the rights to use an extensive, regional database containing numerous copper, gold, and platinum/palladium occurrences in regions 10 and 11, the Patagonia area of southern Chile.

On January 24, 2005 Geocom's wholly-owned subsidiary, Minera Geocom Resources-Chile Limitada (MGRC), signed a formal joint venture agreement to earn a 55% on the Escorpion gold property from Minera Canela S.A. The property is situated in the fourth region Province of Choapa in Chile. To earn our interest, we must spend US$1,700,000 over four years on exploration and development at and we must expend $150,000 in exploration on the property on or by December 31, 2005.

In October 2003, Geocom formed a Chilean subsidiary, named Minera Geocom Resources-Chile Limitada. This subsidiary was formed to continue its exploration and acquisition efforts in Chile.

On April 28, 2003 Geocom agreed to acquire an option to purchase 75% working interest in La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR Resources Ltd. ("TNR") to acquire a 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn its 75% interest, Geocom must spend $2,000,000 over four years on exploration and development at La Carolina. Geocom must issue or arrange for the transfer of 50,000 common shares to TNR upon formalization of the option agreement, and annually thereafter until its obligations have been met. Upon vesting its interest in the project, Geocom and TNR will enter into a formal venture agreement to manage the development of the project. As of September 24, 2003 Geocom has spent approximately $12,000 preparing for the exploration and development at La Carolina. Geocom was required to spend $100,000 on or before April 30, 2004. As of April 30, 2004, Geocom met its commitment. As of June 30, 2004, Geocom expended $287,162 on the La Carolina mineral project.

Page F-12





On May 20, 2003, Geocom entered into an agreement with TNR Resources Ltd. ("TNR") and will earn a 75% interest in TNR's option to earn a 70% interest in BHP Minerals International Exploration Inc.'s (BHPB) Iliamna Project in Alaska. Geocom must spend $500,000 prior to September 26, 2004 or lose its interest in the property. 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. As of September 24, 2003 Geocom has spent approximately $178,000 on the exploration and development of Iliamna.

On October 31, 2003, Geocom announced the acquisition of two gold and base metal projects in Chile. Geocom personnel staked both properties on behalf of the Corporation. The Santa Rosa and Marcelita properties comprise a total of 2433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapó, Tierra Amarilla County, Region III, Chile. The Corporation controls 100% of the property acquired.

On February 16, 2004, Geocom announce the acquisition by staking of six claims that provide a 100% interest in 680 hectares (1,680 acres) in northern Chile. Geocom personnel staked the claims to cover several sediment hosted copper and gold occurrences.



NOTE 12 - SUBSEQUENT EVENT (UNAUDITED)

In August 18, 2005, Geocom announced the receipt of results and report on initial activities in Region IX of its South Chile program. In addition to reconnaissance mapping and rock chip sampling, Geocom personnel conducted repeat sampling in the same areas where the previous sample data indicated as a means of confirming the gold and other element anomalous zones, as well as to validate the database. Geocom is pleased to report that work in the 2005 season confirmed the earlier results. Samples taken in the same drainages and in approximately the same locations produced anomalous gold assays ranging from 0.074 to >1 gram per tonne Au.

In August 2, 2005 Geocom announced it has earned its interest at the H Claims in the Iliamna project and provided notice of such to BHP Billiton, Geocom and TNR are in the process of establishing the formal joint venture to govern the continued exploration of the H Claims. In Addition Geocom has now spent in excess of the requisite amounts of money set forth for the D and H claims in the original agreement, and as a result Geocom and TNR have amended their option agreement to provide for the establishment of a joint venture on the D Claims as well. Geocom agrees to reduce its potential earned interest from 75% to 51%, in return for which TNR agrees to begin funding its 49% interest immediately. This allows Geocom to maintain a majority interest, but share the ongoing exploration costs with TNR.

In July 2005 Geocom announced core drilling has been completed at its Escorpion Project in Region IV of Coquimbo, Chile. Four holes were completed at the Chululera zone, where encouraging assay results were previously reported on June 29, 2005. In addition, three holes were completed on the Amax zone, and two holes were drilled approximately halfway between the two zones as a test of potential continuity. The Amax zone was tested by three holes located along a drill road above the surface exposure of the mineralized zone. Hole ES-07 encountered mostly volcanic rocks, which apparently displaced the mineralized metasedimentary rocks. Hole ES-08 intersected 17 meters (56 feet) of strongly bleached and silicified metasedimentary rocks, averaging 0.17 grams per tonne Au, within which an 8.9m core interval averaged 0.29 grams per tonne Au. Hole ES-09 also encountered low gold values, consisting of 4 meters averaging 0.42 grams per tonne gold (13 feet @0.013 opt Au).



Page F-13





Re-Price of warrants.

On August 24, 2005 the Board of Directors adopted a resolution to re-price existing warrants. There are the following outstanding warrants:

1. a total of 357,143 share purchase warrants, exercisable at $0.85 per share, expiring on July 2, 2006;
2. a total of 3,100,000 share purchase warrants, exercisable at $0.50 per share, expiring on October 28, 2006; and
3. a total of 310,000 share purchase warrants, exercisable at $0.50 per share, expiring on November 30, 2006.

Because the Company required additional financing to continue its normal business, and considered that existing warrant holders were the best potential source of additional financing, and because the Company desired to provide an incentive for existing warrant holders to exercise their warrants by re-pricing all of its existing share purchase warrants to reflect then current market conditions, the Board resolved to re-price warrants as follows:

1. any share purchase warrants exercised on or before September 9, 2005 shall be exercisable at a price of $0.14 per share;
2. any share purchase warrants exercised after September 9, 2005 but on or before September 23, 2005 shall be exercisable at $0.17 per share;
3. any share purchase warrants exercised after September 23, 2005 but on or before October 7, 2005 shall be exercisable at $0.20 per share;
4. any share purchase warrants exercised after October 7, 2005 but on or before October 21, 2005 shall be exercisable at $0.25 per share; and
5. any share purchase warrants exercised after October 21, 2005 shall be exercisable at the price specified in their original grant.

As of September 30, 2005 thirteen warrant holders exercised 325,000 warrants at a price of $0.14, and one warrant holder exercised 357,143 at a price of $0.20, for net proceeds of $116,928.60. No other warrants have been subsequently exercised.

Existing warrant holders who did not exercise warrants prior to October 21, 2005 continue to hold their warrants at originally scheduled prices.

Item 8.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Malone & Bailey, PLLC was dismissed on September 8, 2004 as our independent auditors. Malone & Bailey's report dated September 24, 2003, on our consolidated balance sheet as of June 30, 2003, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the two years then ended and for the period from June 19, 2000 (Inception) through June 30, 2003, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial statements, and in the subsequent interim period, there were no disagreements with Malone & Bailey, PLLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Malone & Bailey PLLC would have caused Malone & Bailey, PLLC to make reference to the matter in their report. Malone & Bailey, PLLC furnished us with a letter addressed to the Commission stating that they agree with the above statements. A copy of that letter, dated September 8, 2004 is filed as Exhibit 16 to our Form 8-K filed on September 17, 2004. We engaged Lopez, Blevins, Bork & Associates, L.L.P. on September 8, 2004 as our principal accountant to audit our financial statements. The decision to change accountants was approved by our Board of Directors.

During the years ended June 30, 2003 and 2002 and subsequent to June 30, 2003 through the date hereof, neither we nor anyone on our behalf consulted with Lopez, Blevins, Bork & Associates, L.L.P. regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, nor has Lopez, Blevins, Bork & Associates, L.L.P. provided to us a written report or oral advice regarding such principles or audit opinion or any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(iv) and (v), respectively, of Regulation S-K with our former accountant.

Page F-14





Item 3.  Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being September 30, 2004. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

Page F-15



**********************************************************************************************************************************************************************



PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers, Promoters and Control Persons

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



|Name           | Position Held
with the Company         | Age | Date First Elected or Appointed
|-------------- | -------------------------------------- | --- | -------------------------------
|John Hiner     | President, CEO and Director            | 57  | April 4, 2003                  
|Paul Chung     | CFO, Secretary, Treasurer and Director | 48  | May 20, 2003                   
|Andrew Stewart | Director                               | 33  | June 19, 2000                  
|Talal Yassin   | Director                               | 32  | June 19, 2000                  
|Clyde Harrison | Director                               | 62  | December 2, 2004               



Business Experience

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

John Hiner

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

Mr. Hiner has been involved in the mining industry for over thirty 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 holds a B.Sc. in geology from San Diego State University, and a M.S. in geology from the Mackay School of Mines, University of Nevada-Reno.

Paul Chung

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

Since February 2002 Mr. Chung has been the President of Clear Energy Systems Inc., an Arizona company developing technologies for the distributed generation industry. Since 1994, Mr Chung has also acted as a director of TNR Gold Corp. (TRR:TSX-V), a gold exploration company with properties in Argentina, Canada and U.S.A.

Page 28





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

Andrew Stewart

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

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

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

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

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

Talal Yassin

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

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

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

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

Clyde Harrison

Mr. Harrison became a Director on December 2, 2004

Mr. Harrison is the Founding Member of Beeland Management Co., L.L.C., which manages the Rogers Raw Materials Index Funds. Mr. Harrison served as Beeland's CEO for its first five years. Mr. Harrison has served as a pension fund consultant and is a seasoned derivative trader. Mr. Harrison began his career in 1968 in finance with Lamson Brothers, becoming the youngest partner in the firm's history. In 1974 he became General Partner with Carl Icahn, managing hedge positions for corporate takeovers.

Mr. Harrison has been a Member of the Managed Futures Committee of the Chicago Mercantile Exchange. He has served as a bank director for five years, consulted for NBD Bank, Northern Trust and served as a Special Consultant to the Chairman of the Chicago Board Options Exchange. Mr. Harrison has also served as General Partner for a number of private investment and trading funds.

Page 29





Committees of the Board

Currently our company has the following committees:

- Audit Committee;

- Nominating and Corporate Governance Committee; and

- Compensation Committee.

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

We currently do not have an audit nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Audit Committee Financial Expert

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

Page 30





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

Code of Ethics

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

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and regulations;

(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business Conduct and Ethics.

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

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

Our Code of Business Conduct and Ethics is filed herewith with the Securities and Exchange Commission as Exhibit 14.1 to this annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Geocom Resources Inc., Suite 413-114 West Magnolia Street, Bellingham, Washington, 98225, Attention John Hiner.

Page 31





Section 16(a) Beneficial Ownership Compliance

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

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

Item 10.	Executive Compensation.

Executive Compensation

No executive officer of our company received annual salary and bonus in excess of $100,000 for the years ended June 30, 2005, 2004, 2003 and 2002. For the years ended June 30, 2005 and 2004, we did not pay any salaries or bonuses to any of our executive officers. As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our company, from a change in control of our company or a change in such officer's responsibilities following a change in control.

Stock Option Plan

On November 20, 2003 we established a stock option plan pursuant to which 1,700,000 common shares were reserved for issuance.

Stock options become exercisable at dates determined by the Board of Directors at the time of granting the option and have initial terms of ten years.

Stock Options/SAR Grants

There were 800,000 grants of stock options and no stock appreciation rights made during the fiscal years ended June 30, 2005, 2004 and 2003.

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

There were no options exercised during fiscal year ended June 30, 2005 by any officers or directors of our company.

Directors Compensation

Directors may be paid their expenses for attending each meeting of the directors and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for the service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

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Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of September 15, 2004, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.



|Name and Address of Beneficial Owner                     | Amount and Nature of
Beneficial Ownership | Percentage
of Class(1)
|-------------------------------------------------------- | ----------------------------------------- | ----------------------
|John Hiner
114 West Magnolia Street
Bellingham, WA 98225 | 1,537,500                                 | 7.34%                 
|Paul Chung
650 W. Georgia Street
Vancouver, BC V6B 4N9   | 1,537,500                                 | 7.34%                 
|Andrew Stewart
666 Burrard Street
Vancouver, BC V6C 3P1  | 2,287,500                                 | 10.92%                
|Talal Yassin
1680 Bayshore Drive
Vancouver, BC V6G 3H6   | 2,287,500                                 | 10.92%                
|Directors and Executive Officers as a Group              | 7,650,000 common shares                   | 36.52%                

(1)

Item 12.	Certain Relationships and Related Transactions.

Other than as described under the heading "Executive Compensation", or as set forth below, there are no material transactions with any of our directors, officers or control person that have occurred during the last fiscal year.

Except as otherwise indicated, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

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Item 13.	Exhibits and Reports on Form 8-K.

Exhibits required by Item 601 of Regulation S-B

(3)	Articles of Incorporation and By-laws

3.1	Restated Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).

3.2	By-laws (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).

(4)	Instruments defining rights of security holders, including indentures

4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).

(10)	Material Contracts

10.1	Cash Call No. 2 dated May 1, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).

10.2	Assignment Agreement dated May 4, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).

10.3	Option Agreement dated May 1, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Amended Current Report on Form 8-K/A, filed on May 5, 2003).

10.4	Option Agreement dated May 7, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2003).

10.5	Consulting Agreement dated effective December 1, 2003 with Jim Chapman (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

10.6	Consulting Agreement dated effective December 1, 2003 with Jeffrey A. Jaacks (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

10.7	Consulting Agreement dated effective January 1, 2004 with John Benglesdorf (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

10.8	Consulting Agreement dated effective January 1, 2004 with Ellsworth Geological, PC (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

10.9	Consulting Agreement dated January 19, 2004 with Gary Schellenberg (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

10.10	Consulting Agreement dated January 19, 2004 with Roberto Lara (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).

(14)	Code of Ethics

14.1	Code of Business Conduct and Ethics

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(21)	Subsidiaries

Minera Geocom Resources-Chile Limitada.

(23) Consents of Experts & Counsel

23.1 Consent of Independent Auditor (Lopez, Blevins, Bork & Associates, L.L.P)

(31)	Section 302 Certification

31.1	Section 302 Certification

31.2	Section 302 Certification

(32)	Section 906 Certification

32.1	Section 906 Certification

32.2	Section 906 Certification

Reports on Form 8-K

On July 6, 2004 we filed a current report on Form 8-K announcing the closing of a US$250,000 private placement.

On September 17, 2004 we filed a current report on Form 8-K regarding our change of auditor.

Item 14.	Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005 were $14,000.

The aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004 were $6,500.

The aggregate fees billed by Malone & Bailey, PLLC for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003 were $7,900.

Audit Related Fees

For the fiscal year ended June 30, 2005, the aggregate fees billed for assurance and related services by Lopez, Blevins, Bork & Associates, L.L.P relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $0.

For the fiscal year ended June 30, 2003, the aggregate fees billed for assurance and related services by Malone & Bailey, PLLC relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $0.

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Tax Fees

For the fiscal year ended June 30, 2004, the aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P for other non-audit professional services, other than those services listed above, totalled $0.

For the fiscal year ended June 30, 2003, the aggregate fees billed by Malone & Bailey, PLLC for other non-audit professional services, other than those services listed above, totalled $0.

We do not use Lopez, Blevins, Bork & Associates, L.L.P for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Lopez, Blevins, Bork & Associates, L.L.P to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Lopez, Blevins, Bork & Associates, L.L.P is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (which consists of entire Board of Directors); or
- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules, and therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

The audit committee has considered the nature and amount of fees billed by Lopez, Blevins, Bork & Associates, L.L.P and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Lopez, Blevins, Bork & Associates, L.L.P's independence.

SIGNATURES

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

GEOCOM RESOURCES INC.
By: /s/ John Hiner	
John Hiner, President and Chief Executive Officer
(Principal Executive Officer)

By: /s/ Paul Chung	
Paul Chung, Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
By: /s/ Andrew Stewart	
Andrew Stewart, Director

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By:/s/ Talal Yassin
Talal Yassin, Director

By: /s/ Clyde Harrison
Clyde Harrison, Director

Date: November 10, 2005
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature          | Title                                            | Date             
|------------------ | ------------------------------------------------ | -----------------
|/s/ John Hiner     |                                                  |                  
|John Hiner         | President and Chief Executive Officer            | November 10, 2005
|/s/ Paul Chung     |                                                  |                  
|Paul Chung         | Chief Financial Officer, Secretary and Treasurer | November 10, 2005
|/s/ Andrew Stewart |                                                  |                  
|Andrew Stewart     | Director                                         | November 10, 2005
|/s/ Talal Yassin   |                                                  |                  
|Talal Yassin       | Director                                         | November 10, 2005
|/s/ Clyde Harrison |                                                  |                  
|Clyde Harrison     | Director                                         | November 10, 2005

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