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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended June 30, 2007

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

For the transition period from [   ] to [ 
 ]

Commission file number 000-49621

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

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

Issuer's telephone number **360.392.2898**

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

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

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

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

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

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

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

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

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

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

19,102,788 common shares @ $0.22 (1) =
$4,202,613.30

(1)Average of bid and ask closing prices on November
5, 2007.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 27,212,788
shares of common stock as at November 5, 2007.

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PART I

ITEM 1: DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors and the risks set out below, any of which may cause our
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and
  on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post-closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

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

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

Overview

Corporate History

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

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

Our Offices

The addresses of our principal executive offices are as
follows:

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

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

Our Business

We are in the mineral resource business. This business
generally consists of three stages: exploration, development and production.
Mineral resource companies that are in the exploration stage have not yet found
mineral resources in commercially exploitable quantities, and are engaged in
exploring land in an effort to discover them. Mineral resource companies that
have located a mineral resource in commercially exploitable quantities and are
preparing to extract that resource are in the development stage, while those
engaged in the extraction of a known mineral resource are in the production
stage. Our company is in the early exploration stage.

Mineral resource exploration generally consists of several
stages. The earliest stage is the identification of a potential prospect through
either the discovery of a mineralized showing on that property or as the result
of a property being in proximity to another property on which exploitable
resources have been identified, whether or not they are or have in the past been
extracted.

After the identification of a property as a potential prospect,
the next stage is normally the acquisition of a right to explore the area for
mineral resources. This can consist of the outright acquisition of the land or
the acquisition of specific, but limited, rights to the land (e.g., a license,
lease or concession). After acquisition, exploration would probably begin with a
surface examination by a prospector or professional geologist with the aim of
identifying areas of potential mineralization, followed by detailed geological
sampling and mapping of this showing with possible geophysical and geochemical
grid surveys to establish whether a known trend of mineralization continues
through unexposed portions of the property (i.e., underground), possibly
trenching in these covered areas to allow sampling of the underlying rock.
Exploration also commonly includes systematic regularly spaced drilling in order
to determine the extent and grade of the mineralized system at depth and over a
given area, as well as gaining underground access by ramping or shafting in
order to obtain bulk samples that would allow one to determine the ability to
recover various commodities from the rock. Exploration might culminate in a
feasibility study to ascertain if the mining of the minerals would be economic.
A feasibility study is a study that reaches a conclusion with respect to the
economics of bringing a mineral resource to the production stage.

We have earned a 52.5% undivided interest in one property and a
35.7% undivided interest in a second property at Iliamna, Alaska covering
approximately 31,340 acres (12,683 hectares) in total. We own a 50% beneficial
interest in

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the La Carolina property in Argentina covering approximately
2,030 hectares. We also own two properties in northern Chile - one comprised of
approximately 2,433 hectares and the other comprised of approximately 680
hectares. In addition, we are conducting reconnaissance and exploration
activities in regions 10 and 11 in Chile through the use of an extensive,
regional database. We intend to continue these reconnaissance and exploration
efforts with the expectation of acquiring additional mineral properties. Our
properties and our reconnaissance program are discussed in greater detail in the
section of this annual report on Form 10-KSB titled Description of
Property beginning at page 9 below.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties. Further exploration is required before
we can evaluate whether any exist and, if so, whether it would be economically
and legally feasible to develop or exploit those resources. Even if we are
successful in identifying a mineral deposit, we would be required to spend
substantial funds on further drilling and engineering studies before we could
know whether that mineral deposit would constitute a reserve (a reserve is a
commercially viable mineral deposit). Please refer to the section entitled
Risk Factors, beginning at page 5 of this annual report on Form 10-KSB,
below, for additional information about the risks of mineral exploration.

Employees

We currently have no employees.

Research and Development Expenditures

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

Subsidiaries

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

Patents and Trademarks

We do not own any patents or trademarks.

RISK FACTORS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this annual report on Form
10-KSB in evaluating our company and its business before purchasing shares of
our common stock. Our business, operating results and financial condition could
be seriously harmed due to any of the following risks. You could lose all or
part of your investment due to any of these risks.

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business will fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business will fail.

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

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

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

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

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

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

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

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

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

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Mineral prices are subject to dramatic and unpredictable
fluctuations.

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

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

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

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

Risks associated with our company

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation. From inception through June 30, 2007, we suffered losses of
$5,345,880 (unaudited). We anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to sell one or more of
our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. We had cash in the amount of $98,496 and a working capital
deficit of approximately $237,088 at June 30, 2007. We estimate our average
monthly operating expenses to be approximately $33,000, including
exploration, general and administrative expense and investor relations expenses
but our budget could increase in response to field conditions, drill results and
other matters that cannot be currently anticipated. Cash on hand as of the date
of this annual report on Form 10-KSB is not sufficient to fund our currently
budgeted operating requirements for the next 12 months. As we cannot assure a
lender that we will be able to successfully explore and develop our mineral
properties, we will probably find it difficult to raise debt financing from
traditional lending sources. We have traditionally raised our operating capital
from sales of equity securities, but there can be no assurance that we will
continue to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral properties, we may be forced to delay, scale
back, or eliminate our exploration activities. If any of these were to occur,
there is a substantial risk that our business would fail.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors' report on our consolidated financial statements for the
year ended June 30, 2007, which are included with this annual report. Although
our consolidated financial statements raise substantial doubt about our ability
to continue as a going concern, they do not reflect any adjustments that might
result if we are unable to continue our business.

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

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

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

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

Because some of our officers and directors are located
outside of the United States, you may have no effective recourse against our
company or our management for misconduct and may not be able to enforce
judgement and civil liabilities against our officers, directors, experts and
agents.

Some of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against our officers or directors, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof.

Risks associated with our common stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted
on the OTC Bulletin Board is often thin and characterized by wide fluctuations
in trading prices, due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of the shares.

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

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny

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stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customers
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customers confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock.

Our officers and directors own a total of7,815,000 shares of
our company. They may sell some of their shares in the future, which could cause
the price of our common stock to fall and reduce the value of your
shares.

Our officers and directors own a total of 7,815,000 shares of
common stock. Subject to all applicable securities laws, including applicable
holding periods, they will likely sell a portion or all of their stock in the
future. If they do sell their stock into the market, the sales may cause the
market price of the stock to drop.

ITEM 2: DESCRIPTION OF PROPERTY

Executive Offices

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

Our principal executive offices are currently located at Suite
413-114 West Magnolia Street, Bellingham, Washington, 98225. We lease these
premises from Crown Plaza Executive Office Suites at a cost of $613 per month.
The lease expires on October 31, 2007.The lease was renewed on October
31, 2007. Monthly rent increased to $656. All other terms remain the same.

We also rent shared office space at 918  1030 West Georgia
Street, Vancouver, BC, Canada V6E 2Y3 at a one-time cost of $50.00.

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

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La Carolina Project, San Luis, Argentina

Subject to the right of Latin American Minerals Inc.
(TSX-V:LAT) to earn an interest in the La Carolina project pursuant to the
written agreement discussed below, we own a 50% beneficial interest in the La
Carolina project, located in San Luis Province, Argentina. The other 50%
beneficial interest in this project is currently owned by TNR Gold Corp.
(formerly, TNR Resources Inc.). Legal title to the La Carolina project is held
in the name of Compania Minera Solitario Argentina S.A., a wholly-owned
subsidiary of TNR Gold.

On October 26, 2005, we entered into an agreement with TNR Gold
Corp., Compania Minera Solitario Argentina S.A. and Latin American Minerals
Inc., a Canadian public company (LAT: TSX-V), whereby Latin American acquired
an option to earn up to a 75% interest in the La Carolina project. This
agreement provides that Latin American will earn its 75% interest in the La
Carolina project if it spends not less than $1,000,000 on exploration of the
property over a five-year period, makes cash payments to our company and TNR
Gold totalling $125,000 and issues an aggregate of 125,000 shares of its common
stock to our company and TNR Gold (to be shared on a 50/50 basis), in accordance
with the following table:

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


In addition, if and when Latin American earns its 75% interest
in the La Carolina project it will be required to issue an additional 50,000
common shares (100,000 in total) in its capital stock to each of our company and
TNR Gold.

As of the date of this annual report on Form 10-KSB, Latin
American has issued the 25,000 common shares due to be issued, and has made the
cash payments of $25,000 due to be paid, on each of April 5, 2006 and April 5,
2007.

At such time as Latin American has spent $500,000 exploring the
property, has paid an aggregate of $62,500 in cash and has issued an aggregate
of 62,500 shares of its common stock to our company and TNR Gold (which is to be
shared between our company and TNR Gold as to 50% each), Latin American will
have earned a 37.5% interest in the La Carolina project.

Until Latin American earns its interest in the La Carolina
property or the option expires without having been paid for, we do not plan to
spend any of our companys resources on further exploration of the La Carolina
project. During this period of time we expect Latin American to expend its
resources on the continued exploration of this property.

The October 26, 2006 option agreement with Latin American
provides that if Latin American earns its 75% interest in the La Carolina
project, then our company, together with TNR Gold and Latin American, will form
a joint venture in which Latin American will have a 75% participating interest
and each of our company and TNR Gold will have a 12.5% participating interest.
Should either of our company or TNR Gold fail to participate in an approved
program, that partys interest would be diluted. If one of the joint venture
partners is diluted to a 10% interest, then its participating interest will
immediately and automatically convert to a 1% NSR. The joint venture agreement
will also provide us with an option to purchase the 1% NSR at anytime for
$1,000,000.

Legal title to the La Carolina project will remain in the name
of Compania Minera Solitario until Latin American has earned the full 75%
interest in the La Carolina project.

Property and Claims

La Carolina is comprised of the following 13 claims:

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Name
      File Number
      Registered Holder  Claim Type
      Size hectares
      Date GrantedAtenea
    672-D-88
    TNR Gold Corp.
    Mina
    200
    7/6/1999Afrodita
    276-V-87
    TNR Gold Corp.
    Mina
    100
    7/6/1999Adonis
    673-D-88
    TNR Gold Corp.
    Mina
    200
    7/6/1999Arbol de Anibal
    441-C-85
    TNR Gold Corp.
    Mina
    100
    7/6/1999Arbolito
    677-D-88
    TNR Gold Corp.
    Mina
    12
    7/6/1999Penélope
    538-C-88
    TNR Gold Corp.
    Mina
    100
    7/6/1999Baco
    674-D-88
    TNR Gold Corp.
    Mina
    100
    7/6/1999Carolina II
    863-C-2003
    TNR Gold Corp.
    Mina
    100
    7/6/1999Carolina III
    864-C-2003
    TNR Gold Corp.
    Mina
    100
    7/6/1999Carolina IV
    865-C-2003
    TNR Gold Corp.
    Mina
    500
    7/6/1999Carolina V
    932-C-2003
    TNR Gold Corp.
    Mina
    100
    8/15/2003La Estancia II
    775-C-2003
    TNR Gold Corp.
    Mina
    18
    3/12/2003Retro
    705-B-98
    TNR Gold Corp.
    Mina
    400
    7/21/2002Total
    
    2030


Location and Access

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

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

Property Topography

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

Property Geology

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

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

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

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

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

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- 12 -

Compliance with Government Regulation

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

Prior Work

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

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

Explorations

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

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

There are no known reserves on the La Carolina property.

Iliamna Project, Alaska, USA

Property and Claims

The Iliamna project is comprised of three block mining claims
identified as the D, H and S claims covering approximately 31,340 acres
(12,683 hectares) located in the Kuskokwin district of Western Alaska.

Agreement and Terms

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

Our interest in the Iliamna project was subject to the right of
BHP Minerals International to reacquire an undivided 70% interest in the Iliamna
project subject to an obligation to fund the Iliamna project through a formal
feasibility study. BHP Minerals International could have earned an additional
10% undivided interest in the Iliamna project by

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- 13 -

agreeing to arrange the financing necessary to bring the
project into commercial production. However, BHP did not exercise its option to
back in prior to expiry of the six month notice period.

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

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

We planned to again drill in the D claims in our 2005
drilling program; however, there was no work completed on the property in 2005
due to permit delays, inclement weather and equipment constraints. We commenced
drilling in the D claims early in 2006. We drilled two 250 meter core holes to
test a large geophysical anomaly underlying the D claims. A further two holes
were drilled on the D claims in June, 2006. The cost of the program was
approximately $350,000. This project was completed in June 2006. Subsequent
results and final report indicated no substantial accumulations of potentially
economic metals. Initial analysis suggests that geophysical anomalies at the D
claims were reflective of pyrite in metasedimentary rocks.As of June 30,
2007, we have spent a total of $1,346,227 on the Iliamna project.

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

Location and Access

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

Property Topography

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

Property Geology

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

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- 14 -

Compliance with government regulation

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

We have paid the applicable rental fees required by Alaskan
mining regulations for the staking of the property, which extends the Iliamna
claims until November 30, 2008. The annual state rentals for the Alaska State
mining claims are $100 per 160 acre quarter section or $25 per 40 acre
quarter-quarter section and annual rental payments are due on November
30th of each year. We are current in payment of any rentals due to
the State of Alaska. Annual assessment work of $400 per 160 acre quarter section
or $100 per 40 acre quarter-quarter section must also be performed by us in
order to keep the claims in good standing, or a total of approximately $76,800
must be spent in labor costs or paid in lieu to maintain the claims in good
standing. The claims are in good standing, as all applicable payments have been
made.

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

Previous Work

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

Exploration of the Iliamna Property

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

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

During September, 2004, we completed a detailed geophysical
survey over the H claims. The survey consisted of a three-dimensional induced
polarization-resistivity study of the area drilled in 2003. The purpose of the
survey was to determine sulfide mineral concentrations in rock masses since such
masses can reflect copper-gold mineralization and

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- 15 -

aid drill target delineation. Forty-seven line kilometres of
grid were surveyed, encompassing the area surrounding the two discovery diamond
holes completed in 2003. The survey delineated several anomalies for follow-up
exploration.

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

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

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

Escorpion Property, Chile

On January 10, 2005, through our wholly-owned subsidiary,
Minera Geocom Resources-Chile Limitada, we acquired an option to earn a 55%
interest on the Escorpión property from Minera Canela Limitada, a Chilean mining
company.

Location and Access

The Escorpión property is located in the coastal range of
Region IV of Coquimbo, Chile, 318 kilometres to the north of Santiago, 94
kilometres to the north of the coast town of Los Vilos and 15 kilometres to the
northeast of the Town of Canela Baja town. The Escorpión property is located in
the Canela district, on the Canela Baja 1:50.000 mapsheet, between 700-800
meters above sea level. Access to the Escorpión property is possible from
Santiago through the Pan-American Highway (Route 5) and secondary paved roads
east to the town of Canela Baja. The Escorpión property is centered at UTM
(Universal Transverse Mercator) co-ordinates 6530500N and 280500E, Zone 19
South.

The Escorpión property is easily accessible year round by paved
roads leading from Canela Baja, while a network of gravel roads and drill tracks
provide access throughout the project area. Numerous dirt roads traverse the
majority of the property itself.

Property and Claims

The Escorpion Property includes two previously operated gold
mines, the Merceditas and the Chululera. Additionally, the property has
extensive prospect activity, ranging from small trenches and pits to several
small adits (an adit is a mine opening) and substantial glory holes (a glory
hole is a prospect pit).

The known showings on the Escorpión property cover an area of
approximately 150 meters by 2,200 meters, and form a corridor trending
north-northeasterly across the property. These showings are known as the
Merciditas, Chululera,

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- 16 -

Escorpión, Amax, Crystal and Crystal South showings and have
received varying degrees of attention. 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 conducted in 2003 showed 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.

The Escorpión property consists of the following claims:

Location Area
      Name
      Registered HolderCanela
    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.*Canela
    Clavel
      Minera Canella S.A.*


Agreement and Terms

We can earn a 55% undivided interest in the Escorpión property
by making staged exploration expenditures on the property over a four year
period. To earn our 55% undivided interest, we must spend an aggregate of US
$1,700,001 over four years on exploration of the property. Pursuant to the terms
of the agreement, we were required to spend $150,001 in exploration on the
property on or by December 31, 2005. We have met this requirement. We must spend
a further $250,000 on exploration of the property on or before the second
anniversary of signing the agreement, a further $500,000 on exploration of the
property on or before the third anniversary of signing the agreement and a
further eight hundred thousand must be expended on exploration of the property
on or before the third anniversary of signing the agreement. If we exercise our
option and earn our 55% interest in the property, we intend to form a Chilean
company with our partner Minera Canela to exploit the property. Provided that we
exercise our option and acquire a 55% interest in Escorpión, we will have the
option to acquire an additional 5% interest in the Escorpión property at any
time thereafter by making an additional cash payment of $162,500 or by issuing
that number of our common shares equal to $162,500 to Minera Canela. Subsequent
drilling in 2005 did not produce satisfactory results, and on March 23, 2007 we
terminated the option and returned the property to the owners. No further work
was done.

Property Description

The topography on the Escorpión 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 15 millimetres. 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 labour force experienced in mining operations. Power lines are located
within 3 kilometres of the Chululera workings, and underground water is reported
to be plentiful and near surface.

Mineralization

Gold mineralization at Escorpión occurs within a regional and
wide north-northeast trending shear zone that appears to localize many phases of
intrusive rocks (as dikes, sills and small intrusive bodies) hosted by
sedimentary and volcanic rocks. The entire complex has been subjected to
multiple hydrothermal events involving silicifaction, sulphide

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- 17 -

emplacement, argillic alteration, intense limonitic alteration
and widespread stockworks. Geochemical analysis of samples from previous
exploration indicates gold has a strong association with silver, arsenic,
antimony, lead, cadmium and molybdenum. In the Chululera area, previous samples
have returned gold values averaging 4.23 grams per tonne (0.124 ounces per ton)
with high-grade values to 15.10 grams per tonne (0.44 ounces per ton) in a 2 to
10 meter thick zone that is 50 meters wide and 200 meters long (6.5 to 33 feet
thick, 164 feet wide by 656 feet in length). At Merceditas, samples collected
from workings average 1.46 grams per tonne (0.043 ounces per ton) from a flat
lying zone extending 100 meters (328 feet) along strike with thicknesses of
40-50 meters (131-164 feet). Both zones appear to be open along strike and at
depth.

Mineralization at the Escorpión property consists of bleached
and variably silicified metasedimentary rocks containing intense stockwork
veining. These stockwork zones occur in structurally complex settings with the
north-northeast trending corridor and appear to be localized near intersections
of north-west and north-east trending cross structures. Geologic mapping
indicates that the mineralized zones are flat lying to gently south dipping,
mimicking the orientation of the metasedimentary rock sequence.

Previous Work done on Escorpión Property

The Escorpión property has been known for mineralization since
before 1970 when a number of local, small miners and a few major mining
companies started extraction and exploration operations. In 1995, Minera Canela
was created to acquire the property and to proceed with the exploration and
possible exploitation of any minerals found at the property. Minera Canela,
after developing a mineral exploration program between 1996 and 1997, decided
during 1997 to offer the Escorpión property for sale or partnership with an
established mining company.

Prior mineral exploration work programs on the property 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 was
completed over the same areas since this represented the best exposure on the
property. No systematic sampling or mapping has been carried out over the
remaining, mostly covered, areas of the property.

Exploration to Date

We commenced our phased exploration activities at Escorpion in
2005. Phase 1 began in early 2005 and included preliminary geologic mapping,
rock, soil and stream sediment sampling, satellite image structural analysis,
and the collection of remote sensing data to define the extent of the
mineralized zones and clarify the controls on mineralization. This exploration
program was designed to confirm known mineralization, and to delineate potential
mineral zones. We spent approximately $38,518 on the Phase 1 exploration
program.

Phase 2 began in March, 2005 with additional geologic mapping
and rock chip sampling and we focused on a colour anomaly in the southern
portion of the property. We also conducted analysis of several anomalous soil
samples collected during Phase 1. 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 from a strongly argillic-altered outcrop with quartz stringers was
located upstream of the colour anomaly, and contained 3.96 grams/tonne gold. The
Crystal South showing, located within the confines of the north-northeast
corridor, marks the southern extent of the known showings on the Escorpión
property to date. We have carried out no exploration work south of this area.

We commenced a drill program in June, 2005. The drill program
was designed to test the ore potential of two zones: the Chululera and Amax.
Four holes were completed at the Chululera zone, three holes at the Amax zone,
and two holes were drilled halfway between the known showings, for a total of
512 meters at a cost of $194,625. All four holes drilled at the Chululera zone
encountered the mineralized zone where expected, strengthening the supposition
of stratiform-style mineralization.

The first two holes at Chululera were located south of the
surface outcrop of the mineralized zone. Both of these holes intersected a
silicified crystal tuff containing disseminated and fracture controlled pyrite
and arsenopyrite. Drill holes ES-01 and ES-02 intersected 7.8 meters and 10.8
meters respectively of the mineralized crystal tuff at anticipated shallow
depth, confirming the sub-horizontal nature of the host unit. Hole ES-01
encountered 7.8 meters (25.6 feet)

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- 18 -

that assayed 0.94 grams/tonne gold, with a high value of 1.98
grams/tonne over 1.5 meters. Hole ES-02, located southwest of ES-01, and
intersected 10.8 meters (35.4 feet) of the mineralized unit averaging 2.03
grams/tonne gold. This interval included a high value of 7.34 grams/tonne over
1.7 meters, within a 5.6 meters section of 3.5 grams/tonne gold. Drill holes
ES-05 and ES-06 located to the north-east of ES-01 did not encounter the zone
due to faulting. Additional drilling at Chululera will target the continuation
of the mineralized crystal tuff to the south and southwest, as it appears to be
thickening and increasing in grade in that direction.

Drill holes ES-03 and ES-04 were collared approximately halfway
between the Chululera and the Amax showings, to the southeast of ES-01. Both
holes encountered the same sequence of rock units; however, the mineralized tuff
unit was not present. A weakly mineralized exhalite or very fine grained tuff
was intersected over a 6 meter interval in ES-03 which assayed 0.1 grams/tonne
gold and weakly anomalous arsenic.

We have not undertaken any additional exploration of this
property since completion of the 2005 drilling program. To date, we have made
minimal exploration expenditures in respect of the Escorpión property. As of
December 31, 2005, we had spent $236,678 on mineral exploration at the Escorpión
property and at June 30, 2007, we had spent $259,259 on mineral exploration at
the property.

Although 2005 drill results confirmed the presence of gold in
multiple zones, the ore potential was judged insufficient to merit additional
expenditures. After attempting to venture our interest unsuccessfully, we
dropped our option on the property and returned it to the owners.

Cucaracha, Chile

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

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

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

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

For information on our plans for this property over the next 12
months, please see the section of this annual report on Form 10-KSB entitled
Plan of Operations, beginning at page 22.

As of June 30, 2007, we have spent a total of $3,000 on
exploration of the Cucaracha property.

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- 19 -

Santa Rosa and Marcelita, Chile

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

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

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

We have not undertaken any significant exploration activity at
the Santa Rosa and Marcelita properties.

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

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

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

- commit to finance two exploration seasons, each exploration season being
  for a minimum of 100 days in duration;
- pay to Mitchell as a finders fee the sum of $25,000 per instance upon
  filing any claims or anomalies or occurrences generated from the database.
  Finders fees shall be capped at $50,000 per exploration season;
- pay to Mitchell, 5% of the exploration costs expended on any such claim
  filed. This will be paid annually and be capped at US $500,000 per claim
  block;
- grant to Mitchell a 2.5% net smelter royalty on each claim block acquired
  as a result of the database. We may purchase 1.75% of this net smelter royalty
  (such that Mitchell would have a 0.75% net smelter royalty) from Mitchell for
  US $1,000,000;

The 3,000 plus sample database includes multi-element assays,
and covers a broad range of geologic terrains. Mitchell has accumulated
geochemical data from various sources such as Bureau de Researche de Geologie et
Miniere, a French government agency, and Sernageomin (Chilean exploration
agency), BHP-Billiton, and others. Mitchell compiled over 1,600 stream sediment
and 1,300 rock chip samples, augmented by his own exploration work, into a GIS
database combining topography, digital elevation data, landsat imagery, air
photos, structural interpretation and published geology. Interpretation and
analysis of this database combined with ground follow-up resulted in the
identification of over forty new mineralized occurrences. In addition, the
database revealed significant platinum/palladium anomalies in

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- 20 -

stream sediments and pan concentrates. Numerous coarse-gold
placer occurrences were also identified that have no associated primary
source.

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

By August of 2005, we were able to identify several areas in
Region 11 for follow-up sampling based on significant clusters of high gold and
copper values found in stream sediment samples, pan concentrates, and rock chip
samples. We identified a watershed for further exploration because of the high
percentage of angular gold noted in the samples, suggesting a gold source not
far from the sample locations. The results of Phase 1 validated the use of this
database for identifying mineralized terrain and provide an economic means for
selecting potentially mineralized areas for exploration.

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

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

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

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

The sampling at Cerro Mera has returned high grade gold values
associated with quartz veins hosted by a series of easterly trending structures.
Results from the first group of samples have returned a high value of 6.12g/t
gold over a 25cm width of quartz veining. Other results from vein systems
returned >100g/t silver, 0.24% copper, 1.91% lead, 3.61% zinc over 1m and
32.9g/t silver, .49% copper, 1.25% lead, and 10.5% zinc over 1m. A 1.5m chip
sample across silicified and brecciated calcareous tuffs which assayed 1.35%
lead and 4400ppm zinc. Another 3m chip across altered metasedimentary rocks
contained 19.3g/t silver, 0.11% copper, 0.44% copper and 0.99% zinc.

At Cerro Vaca our sampling of the quartz veins has returned up
to 5.65g/t gold over narrow widths. These southeast trending fractures can be
traced over tens of meters across the ridges. To date no estimate can be made of
their vertical extent.

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- 21 -

The teams have completed their field evaluations and we are
currently analyzing all the data collected. We have spent $867,316 to June 30,
2007 on this project.

Kinross

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

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

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

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

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

After the field programs in 2005 and early 2006, we recommended
and staked 91,700 hectares in six separate blocks. We subsequently recommended,
and Kinross agreed, to elevate three of the staked claim areas to project
status: Espolon, Cerro Mera, and Cerro Vaca. Each of those project areas proved
to be anomalous in gold, copper, lead, zinc,

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- 22 -

and silver based on preliminary surface sampling and
reconnaissance geologic mapping. We intend to examine each of these areas in
more detail in the late 2007-early 2008 season to develop drill targets, if
merited.

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

Compliance with government regulation

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

ITEM 3: LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us. Our former partner at
Escorpion contacted our Chilean counsel regarding the manner of termination of
our option agreement. Our counsel advises that our position is clear and correct
under the agreement and that we appropriately notified Minera Canela and dropped
the property. We intend to vigorously refute their claim and will proceed to
arbitration as established in the agreement if necessary.

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

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

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information

Our shares of common stock are quoted for trading on the OTC
Bulletin Board under the symbol GOCM.

The following table sets forth the average high and the low bid
quotations quarterly for our shares of common stock during the last fiscal year
ended June 30, 2007. The closing bid on September 12, 2007 is also shown. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions.

Period
    High
    Low
    Close4th Quarter April 1, 2007  June 30, 2007
    $0.35
    $0.31
    $0.333rd Quarter January 1, 2007 March 31, 2007
    $0.29
    $0.26
    $0.282nd Quarter October 1, 2006  December 31,
      2006
    $0.29
    $0.26
    $0.281st Quarter July 1, 2006  September 30, 2006
    $0.28
    $0.25
    $0.27


On November 5, 2007, the closing bid price for the common stock
was $0.19.

We have 100 shareholders of record as at the date of this
annual report.

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- 23 -

Unregistered Sales of Equity Securities

On January 8, 2007, we sold 2,263,000 units to 28 investors at
a price of $0.17 per unit and on January 29, 2007, we sold 134,000 units to one
investor at a price of $0.17. Each unit was comprised of one share of our common
stock and one share purchase warrant. Each share purchase warrant entitles the
holder to purchase one additional share of our common stock at a price of $0.50
per share until January 8, 2009 and January 29, 2009 respectively.

In connection with these private placements, we paid a
placement fee of 8% of the aggregate gross proceeds of the private placement
plus 10% of the aggregate number of units sold in warrants.

In the securities purchase agreement between our company and
each of the investors, we agreed to file a registration statement on or before
February 21, 2007. After filing the registration statement, we were required to
use our best efforts to cause the registration statement to become effective by
May 22, 2007. We will be required to keep the registration statement effective
for a period of two years from the date it becomes effective.

In the event that:

- we failed to file a registration
statement by February 21, 2007;

- we failed to file a request for
acceleration within five trading days of the date we are notified that the
registration statement will not be reviewed or is not subject to further review
by the Securities and Exchange Commission; or

(each of these is deemed to be a registration default) then we
may be required to pay liquidated damages to each of the investors equal to 1.5%
of the aggregate purchase price paid by each holder for each 30 days of delay
until January 8, 2008.

We filed the required registration statement on February 22,
2007 and an amendment to the registration statement on April 20, 2007. This
registration statement was filed in a timely manner, and amended in a timely
manner, but has not yet been declared effective by the SEC.

Dividends

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

1. We would not be able to pay our
debts as they become due in the usual course of business; or

2. Our total assets would be less than
the sum of our total liabilities plus the amount that would be needed to satisfy
the rights of Shareholders who have preferential rights superior to those
receiving the distribution.

We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.

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

Plan of Operations

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this current report, particularly in the section entitled Risk Factors in
this annual report.

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- 24 -

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

Plan of Operations - Next 12 Months

We 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 $500,000 for
the 12 months ending June 30, 2008 to fund our obligations in respect of our
various properties and for our ongoing operational expenses. The following
discussion focuses on each property, our goals regarding that property for the
next 12 months and how we intend to accomplish our goals.

La Carolina project

We do not plan to conduct any exploration work at the La
Carolina project in the next 12 months as we expect Latin American to conduct an
exploration program in order to earn their interest in the property in
accordance with the terms and conditions of their option agreement at La
Carolina. See Description of Property.

Iliamna project

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

On October 17, 2007 we entered into a provisional agreement
with Goldmark Minerals Ltd. regarding the sale of a 100% of our equity interest
in our Iliamna Project and a 49% of our Marcelita-Santa Rosa Project for an
aggregate sale price of $200,000. The closing of the agreement is subject to due
diligence, which is underway as of November 9, 2007.

Santa Rosa and Marcelita

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

On October 17, 2007 we entered into a provisional agreement
with Goldmark Minerals Ltd. regarding the sale of a 100% of our equity interest
in our Iliamna Project and a 49% of our Marcelita-Santa Rosa Project for an
aggregate sale price of $200,000. The closing of the agreement is subject to due
diligence, which is underway as of November 9, 2007.

Cucaracha

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

Chile Recon Project

We have projected a budget of US $697,394 of which Geocoms
portion will be US$349,000 for mapping and geochemical sampling of our
acquisitions during the period July 1, 2007 to June 30, 2008.

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- 25 -

Geologist
    $
    122,000Assistants
    $
    36,600Geochemistry
    $
    67,200Geologic map
    $
    25,500Helicopter
    $
    213,000Camp & logistics
    $
    67,000Report & target selection
    $
    20,000field cost subtotal
    $
    551,300G&A @ 15%
    $
    82,694Project subtotal
    $
    633,994Contingency @ 10%
    $
    63,400Total Cost to establish drill targets
    $
    697,394


The budget is approximately $697,394 for the program which will
begin in December 2007 and end in April 2008. Pursuant to our agreement with
Kinross, we will be responsible for 50% of the budget and Kinross is responsible
for the other 50% or $349,000. The budget has been presented by Geocom, the
operator, and approved by Kinross for execution.

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

Financial Condition, Liquidity and Capital Resources as at
June 30, 2007

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

At June 30, 2006, we had working capital deficiency of $312,439
compared to a working capital deficiency of $237,088 at June 30, 2007.

At June 30, 2007, our total assets were $194,562, which
consisted primarily of cash assets of $98,496, other assets of $64,566 and
capitalized mineral property acquisition costs of $31,500.

At June 30, 2007, our total current liabilities decreased to
$386,484 from $494,876 at June 30, 2006. This decrease was due to the reduction
in exploration advances payable to nil from $144,568.

We posted losses of $818,980 for the period ended June 30, 2007
and $5,345,880 (unaudited) since inception to June 30, 2007. The principal
components of the losses for the period ended June 30, 2007 were administrative
expenses of $425,700 and exploration expenses of $393,280. By comparison, as of
the period ended June 30, 2006 we had incurred administrative expenditures of
$730,390. For the year sending June 30, 2007, four directors each receive $500
per month and one director receives $7,500 per month for services performed on
behalf of the Company. The decrease in administrative expenses was due to the
reduction in exploration activities and the reduction in management fees paid to
directors and management.

Operating expenses for the period ended June 30, 2007 were
$818,980, compared to the period ended June 30, 2006, which were $1,188,505. The
decrease in operating expenses was due to the reduction in management fees paid
to directors and management.

At June 30, 2007, we had cash on hand of $98,496.

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- 26 -

Going Concern

We have historically incurred losses, and through June 30, 2007
have incurred losses of $5,345,880 (unaudited) since inception. We will require
additional working capital to develop our business operations. We intend to
raise additional working capital through private placements, public offerings
and/or bank financing, although we not currently have any arrangements in place
to effect any such financing and there can be no assurance that we will be able
to raise the funds required.

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, 2006, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contained additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.

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

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

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

Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB)
issued interpretation 48, Accounting for Uncertainty in Income Taxes- an
interpretation of FASB Statement No. 109(FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with FASB Statement No. 109, Accounting
for Income Taxes(SFAS 109). This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. FIN 48 is effective for fiscal years beginning after December 15,
2006.

The evaluation of a tax position in accordance with this
Interpretation is a two-step process. The first step is recognition: The
enterprise determines whether it is more likely than not that a tax position
will be sustained upon examination, including resolution of any related appeals
or litigation processes, based on the technical merits of the position. In
evaluating whether a tax position has met the more-likely-than-not recognition
threshold, the enterprise should presume that the position will be examined by
the appropriate taxing authority that would have full knowledge of all relevant
information. The second step is measurement: A tax position that meets the
more-likely-than-not recognition threshold is measured to determine the amount
of benefit to recognize in the financial statements. The tax position is
measured at the largest amount of benefit that is greater than 50 percent likely
of being realized upon ultimate settlement.

Differences between tax positions taken in a tax return and
amounts recognized in the financial statements will generally result in one of
the following:

| | a. | An increase in a liability for income taxes payable or a
      reduction of an income tax refund receivable
| | -- | -----------------------------------------------------------------------------------------------------------
| | b. | A reduction in a deferred tax asset or an increase in a
      deferred tax liability                       

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| | c. | Both (a) and (b).
| | -- | -----------------

An enterprise that presents a classified statement of financial
position should classify a liability for unrecognized tax benefits as current to
the extent that the enterprise anticipates making a payment within one year or
the operating cycle, if longer. An income tax liability should not be classified
as a deferred tax liability unless it results from a taxable temporary
difference (that is, a difference between the tax basis of an asset or a
liability as calculated using this Interpretation and its reported amount in the
statement of financial position). This Interpretation does not change the
classification requirements for deferred taxes.

Tax positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized in the first
subsequent financial reporting period in which that threshold is met. Previously
recognized tax positions that no longer meet the more-likely-than-not
recognition threshold should be derecognized in the first subsequent financial
reporting period in which that threshold is no longer met. Use of a valuation
allowance as described in Statement 109 is not an appropriate substitute for the
derecognition of a tax position. The requirement to assess the need for a
valuation allowance for deferred tax assets based on the sufficiency of future
taxable income is unchanged by this Interpretation.

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

Basic and Diluted Net Income (Loss) Per Share

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

Cash and Cash Equivalents

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

Financial Instruments

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

Stock-Based Compensation

---

- 28 -

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

---

- 29 -

ITEM 7: FINANCIAL STATEMENTS









GEOCOM RESOURCES INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007 and 2006

And For the Period from June 19, 2000 (Inception) Through
June 30, 2007

U.S. FUNDS

---

- 30 -

| | 
| | 



Independent Auditors Report

To the Shareholders of Geocom Resources Inc.:

We have audited the consolidated balance sheet of Geocom
Resources Inc. (the Company) as at June 30, 2006 and the consolidated
statements of operations, changes in stockholder's deficiency and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
June 30, 2006 and the results of its operations and its cash flows for the year
then ended in accordance with United States generally accepted accounting
principles.

|                   | Staley, Okada & Partners
|------------------ | --------------------------
|                   |                           
|Vancouver, BC      | STALEY, OKADA & PARTNERS  
|September 19, 2006 | CHARTERED ACCOUNTANTS     
|                   |                           

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

In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the opinion paragraph) when
the financial statements are affected by conditions and events that cast
substantial doubt on the Companys ability to continue as a going concern, such
as those described in note 2 to the financial statements. Our report to the
shareholders dated September 19, 2006 is expressed in accordance with Canadian
reporting standards which do not permit reference to such events and conditions
in the auditors report when these are adequately disclosed in the financial
statements.

|                   | Staley, Okada & Partners
|------------------ | --------------------------
|                   |                           
|Vancouver, BC      | STALEY, OKADA & PARTNERS  
|September 19, 2006 | CHARTERED ACCOUNTANTS     
|                   |                           

---

- 31 -

**Independent Auditors’ Report**

To the Shareholders of
  Geocom Resources Inc.

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

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

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

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

/s/ PricewaterhouseCoopers LLP**Chartered Accountants**
  Vancouver, British Columbia
  November 8, 2007

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

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

/s/ PricewaterhouseCoopers LLP**Chartered Accountants**
  Vancouver, British Columbia
  November 8, 2007

---

- 32 -

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

|                                                       |   | June 30    |   |   | June 30    |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|ASSETS                                                 |   | 2007       |   |   | 2006       |  
|Current                                                |   |            |   |   |            |  
|Cash and cash equivalents                              | $ | 98,496     |   | $ | 131,812    |  
|Marketable securities (note 5)                         |   | 19,748     |   |   | 4,750      |  
|Prepaid expenses and
      advances                    |   | 31,152     |   |   | 45,875     |  
|                                                       |   | 149,396    |   |   | 182,437    |  
|                                                       |   |            |   |   |            |  
|Mineral Property Acquisition Costs(note 4)             |   | 31,500     |   |   | 31,500     |  
|Equipment(note 10)                                     |   | 13,666     |   |   | 9,790      |  
|                                                       | $ | 194,562    |   | $ | 223,727    |  
|                                                       |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|LIABILITIES                                            |   |            |   |   |            |  
|Current                                                |   |            |   |   |            |  
|Accounts payable and
      accrued liabilities         | $ | 182,976    |   | $ | 78,482     |  
|Accounts
      payable - related parties (note 11)     |   | 203,508    |   |   | 271,826    |  
|Exploration advances
      payable (note 4)            |   | -          |   |   | 144,568    |  
|                                                       |   | 386,484    |   |   | 494,876    |  
|                                                       |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|SHAREHOLDERS DEFICIENCY                               |   |            |   |   |            |  
|Capital Stock- Statement 2                             |   |            |   |   |            |  
|Common
      stock (note 6)                            |   |            |   |   |            |  
|Authorized: 100,000,000 with $0.00001 par value        |   |            |   |   |            |  
|Issued and outstanding: 27,192,788 (22,257,318)        |   | 272        |   |   | 223        |  
|Additional paid-in capital                             |   | 5,145,028  |   |   | 4,255,623  |  
|Deficit Accumulated During the
      Exploration Stage |   | (5,345,880 | ) |   | (4,526,900 | )
|Accumulated Other Comprehensive Income (Loss)          |   | 8,658      |   |   | (95        | )
|                                                       |   | (191,922   | ) |   | (271,149   | )
|                                                       | $ | 194,562    |   | $ | 223,727    |  
|                                                       |   |            |   |   |            |  
|Going concern(note 2)                                  |   |            |   |   |            |  

- See Accompanying Notes -

---

- 33 -

|Geocom Resources Inc.                                                  | Statement 2
|---------------------------------------------------------------------- | -----------
|(An Exploration Stage Company)                                         |            
|Consolidated Statements of
      **Shareholders Equity (Deficiency)** |            
|U.S. Funds                                                             |            

|                                   |  |             |   |   |           |   |   |            |   |   | Deficit     |   |   |               |   |   |            |  
|---------------------------------- |  | ----------- | - | - | --------- | - | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                   |  |             |   |   |           |   |   |            |   |   | Accumulated |   |   | Accumulated   |   |   |            |  
|                                   |  |             |   |   |           |   |   | Additional |   |   | During the  |   |   | Other         |   |   |            |  
|                                   |  | Shares      |   |   | Par Value |   |   | Paid-in    |   |   | Exploration |   |   | Comprehensive |   |   |            |  
|                                   |  |             |   |   |           |   |   | Capital    |   |   | Stage       |   |   | Income        |   |   | Total      |  
|                                   |  |             |   |   |           |   |   |            |   |   |             |   |   |               |   |   |            |  
|                                   |  |             |   |   |           |   |   |            |   |   |             |   |   |               |   |   |            |  
|Opening Balance                    |  | -           |   | $ | -         |   | $ | -          |   | $ | -           |   | $ | -             |   | $ | -          |  
|Shares issued for cash             |  | 10,000,000  |   |   | 100       |   |   | 2,400      |   |   | -           |   |   | -             |   |   | 2,500      |  
|Shares issued for cash             |  | 10,000,000  |   |   | 100       |   |   | 274,900    |   |   | -           |   |   | -             |   |   | 275,000    |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (376,148    | ) |   | -             |   |   | (376,148   | )
|Balance June 30, 2001              |  | 20,000,000  |   |   | 200       |   |   | 277,300    |   |   | (376,148    | ) |   | -             |   |   | (98,648    | )
|Shares issued for cash             |  | 8,000,000   |   |   | 80        |   |   | 199,920    |   |   | -           |   |   | -             |   |   | 200,000    |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (125,429    | ) |   | -             |   |   | (125,429   | )
|Balance June 30, 2002              |  | 28,000,000  |   |   | 280       |   |   | 477,220    |   |   | (501,577    | ) |   | -             |   |   | (24,077    | )
|Shares returned to treasury        |  | (11,500,000 | ) |   | (115      | ) |   | 115        |   |   | -           |   |   | -             |   |   | -          |  
|Conversion of convertible notes    |  | -           |   |   | -         |   |   | 55,556     |   |   | -           |   |   | -             |   |   | 55,556     |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (168,528    | ) |   | -             |   |   | (168,528   | )
|Balance June 30, 2003              |  | 16,500,000  |   |   | 165       |   |   | 532,891    |   |   | (670,105    | ) |   | -             |   |   | (137,049   | )
|Shares issued for cash             |  | 365,854     |   |   | 4         |   |   | 749,996    |   |   | -           |   |   | -             |   |   | 750,000    |  
|Shares issued with debt conversion |  | 493,678     |   |   | 5         |   |   | 513,420    |   |   | -           |   |   | -             |   |   | 513,425    |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 62,676     |   |   | -           |   |   | -             |   |   | 62,676     |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (1,082,369  | ) |   | -             |   |   | (1,082,369 | )
|Balance June 30, 2004              |  | 17,359,532  |   |   | 174       |   |   | 1,858,983  |   |   | (1,752,474  | ) |   | -             |   |   | 106,683    |  
|Shares issued for cash             |  | 3,583,143   |   |   | 35        |   |   | 1,490,020  |   |   | -           |   |   | -             |   |   | 1,490,055  |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 182,746    |   |   | -           |   |   | -             |   |   | 182,746    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -          |   |   | -           |   |   | 1,078         |   |   | 1,078      |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (1,582,546  | ) |   | -             |   |   | (1,582,546 | )
|Balance June 30, 2005              |  | 20,942,675  |   |   | 209       |   |   | 3,531,749  |   |   | (3,335,020  | ) |   | 1,078         |   |   | 198,016    |  
|Shares issued for cash             |  | 1,164,643   |   |   | 12        |   |   | 237,541    |   |   | -           |   |   | -             |   |   | 237,553    |  
|Shares issued for property         |  | 150,000     |   |   | 2         |   |   | 31,498     |   |   |             |   |   | -             |   |   | 31,500     |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 454,835    |   |   | -           |   |   | -             |   |   | 454,835    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -          |   |   | -           |   |   | (1,173        | ) |   | (1,173     | )
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (1,191,880  | ) |   | -             |   |   | (1,191,880 | )
|Balance June 30, 2006              |  | 22,257,318  |   |   | 223       |   |   | 4,255,623  |   |   | (4,526,900  | ) |   | (95           | ) |   | (271,149   | )
|Shares issued for cash             |  | 4,880,176   |   |   | 48        |   |   | 829,582    |   |   | -           |   |   | -             |   |   | 829,630    |  
|Shares issued for finders fees    |  | 55,294      |   |   | 1         |   |   | 9,399      |   |   | -           |   |   | -             |   |   | 9,400      |  
|Share issuance costs               |  | -           |   |   | -         |   |   | (58,727    | ) |   | -           |   |   | -             |   |   | (58,727    | )
|Stock-based compensation           |  | -           |   |   | -         |   |   | 109,151    |   |   | -           |   |   | -             |   |   | 109,151    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -          |   |   | -           |   |   | 1,550         |   |   | 1,550      |  
|Unrealized gains on marketable     |  |             |   |   |           |   |   |            |   |   |             |   |   |               |   |   |            |  
|securities                         |  | -           |   |   | -         |   |   | -          |   |   | -           |   |   | 7,203         |   |   | 7,203      |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -          |   |   | (818,980    | ) |   | -             |   |   | (818,980   | )
|                                   |  |             |   |   |           |   |   |            |   |   |             |   |   |               |   |   |            |  
|Balance June
      30, 2007        |  | 27,192,788  |   | $ | 272       |   | $ | 5,145,028  |   | $ | (5,345,880  | ) | $ | 8,658         |   | $ | (191,922   | )

- See Accompanying Notes -

---

- 34 -

|Geocom Resources Inc.                 | Statement 3
|------------------------------------- | -----------
|(An Exploration Stage Company)        |            
|Consolidated Statements of Operations |            
|U.S. Funds                            |            

|                                          |   |                    |   |   |            |   |   | Inception   |  
|----------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | -
|                                          |   | For the Year Ended |   |   | through    |  
|                                          |   | June 30            |   |   | June 30    |  
|                                          |   |                    |   |   |            |   |   | (Unaudited) |  
|                                          |   | 2007               |   |   | 2006       |   |   | 2007        |  
|Operating Expenses                        |   |                    |   |   |            |   |   |             |  
|Mineral exploration expenditures          | $ | 393,280            |   | $ | 458,115    |   | $ | 3,068,814   |  
|Oil and gas activities                    |   | -                  |   |   | -          |   |   | 42,060      |  
|Other general and administrative          |   | 425,700            |   |   | 730,390    |   |   | 2,101,391   |  
|Loss from Operations                      |   | (818,980           | ) |   | (1,188,505 | ) |   | (5,212,265  | )
|Write-down of marketable securities       |   | -                  |   |   | (3,375     | ) |   | (3,375      | )
|Interest expense                          |   | -                  |   |   | -          |   |   | (130,240    | )
|Loss for the Period                       |   | (818,980           | ) |   | (1,191,880 | ) |   | (5,345,880  | )
|                                          |   |                    |   |   |            |   |   |             |  
|Other Comprehensive Income (Loss)         |   |                    |   |   |            |   |   |             |  
|Foreign currency translation              |   | 1,550              |   |   | (1,173     | ) |   | 1,455       |  
|Unrealized gains on marketable securities |   | 7,203              |   |   | -          |   |   | 7,203       |  
|Comprehensive Loss for the Period         | $ | (810,227           | ) | $ | (1,193,053 | ) | $ | (5,337,222  | )
|                                          |   |                    |   |   |            |   |   |             |  
|Loss Per Share                            |   |                    |   |   |            |   |   |             |  
|Basic and Diluted                         | $ | (0.03              | ) | $ | (0.06      | ) |   |             |  
|                                          |   |                    |   |   |            |   |   |             |  
|Weighted-Average Shares Outstanding:      |   |                    |   |   |            |   |   |             |  
|Basic and Diluted                         |   | 25,465,358         |   |   | 21,347,878 |   |   |             |  

- See Accompanying Notes -

---

- 35 -

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

|                                                    |   |                    |   |   |            |   |   | Inception   |  
|--------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | -
|                                                    |   | For the Year Ended |   |   | through    |  
|                                                    |   | June 30            |   |   | June 30,   |  
|                                                    |   |                    |   |   |            |   |   | (unaudited) |  
|`                                                   |   | 2007               |   |   | 2006       |   |   | 2007        |  
|Cash Flows from Operating Activities                |   |                    |   |   |            |   |   |             |  
|Loss for the period                                 | $ | (818,980           | ) | $ | (1,191,880 | ) | $ | (5,345,880  | )
|Adjustments to reconcile loss to cash               |   |                    |   |   |            |   |   |             |  
|used in operating activities:                       |   |                    |   |   |            |   |   |             |  
|Amortization of discount on notes
      payable     |   | -                  |   |   | -          |   |   | 55,556      |  
|Depreciation                                        |   | 4,361              |   |   | 3,065      |   |   | 10,789      |  
|Shares received for properties                      |   | (7,795             | ) |   | (8,125     | ) |   | (15,920     | )
|Write-down of marketable securities                 |   | -                  |   |   | 3,375      |   |   | 3,375       |  
|Common shares issued for services                   |   | -                  |   |   | -          |   |   | 275,000     |  
|Common shares issued for interest expense           |   | -                  |   |   | -          |   |   | 13,425      |  
|Stock-based compensation                            |   | 109,151            |   |   | 454,835    |   |   | 809,407     |  
|Change in non-cash working capital:                 |   |                    |   |   |            |   |   |             |  
|Other current assets                                |   | 14,723             |   |   | (30,797    | ) |   | (31,152     | )
|Accounts payable and accrued liabilities            |   | 36,176             |   |   | 236,380    |   |   | 386,484     |  
|Exploration advances payable                        |   | (144,568           | ) |   | 144,568    |   |   | -           |  
|                                                    |   | (806,932           | ) |   | (388,579   | ) |   | (3,838,916  | )
|Cash Flows from Investing Activities                |   |                    |   |   |            |   |   |             |  
|Purchase of property and equipment                  |   | (8,237             | ) |   | (5,401     | ) |   | (24,455     | )
|                                                    |   |                    |   |   |            |   |   |             |  
|Cash Flows from Financing Activities                |   |                    |   |   |            |   |   |             |  
|Proceeds from notes payable                         |   | -                  |   |   | -          |   |   | 500,000     |  
|Proceeds from notes payable  related parties       |   | -                  |   |   | -          |   |   | 253,786     |  
|Repayment of notes payable  related
      parties  |   | -                  |   |   | -          |   |   | (253,786    | )
|Proceeds from advances  related parties            |   | -                  |   |   | -          |   |   | 118,982     |  
|Repayment of advances  related
      parties       |   | -                  |   |   | -          |   |   | (118,982    | )
|Issuance of common stock, net of share              |   |                    |   |   |            |   |   |             |  
|issuance costs                                      |   | 780,303            |   |   | 237,553    |   |   | 3,460,412   |  
|                                                    |   | 780,303            |   |   | 237,553    |   |   | 3,960,412   |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Effects of exchange rates on cash                   |   | 1,550              |   |   | (1,173     | ) |   | 1,455       |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Net Change in Cash and Cash Equivalents             |   | (33,316            | ) |   | (157,600   | ) |   | 98,496      |  
|Cash  Beginning of period                          |   | 131,812            |   |   | 289,412    |   |   | -           |  
|Cash  End
      of period                          | $ | 98,496             |   | $ | 131,812    |   | $ | 98,496      |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Supplemental Cash Flow Information                  |   |                    |   |   |            |   |   |             |  
|Interest paid                                       | $ | -                  |   | $ | -          |   | $ | 61,259      |  
|Income taxes
      paid                             | $ | -                  |   | $ | -          |   | $ | -           |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Summary of Non-Cash Investing                       |   |                    |   |   |            |   |   |             |  
|and Financing Transactions                          |   |                    |   |   |            |   |   |             |  
|Shares issued for mineral properties                | $ | -                  |   | $ | 31,500     |   | $ | 31,500      |  
|Shares received for mineral properties              | $ | 7,795              |   | $ | 8,125      |   | $ | 15,920      |  
|Shares issued for finders fees  equity financings | $ | 9,400              |   | $ | -          |   | $ | 9,400       |  
|Shares issued on conversion of notes payable        | $ | -                  |   | $ | -          |   | $ | 513,425     |  

- See Accompanying Notes -

---

- 36 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

1.        Summary of
Significant Accounting Policies

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

Principles of Consolidation

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

Foreign Currency Translation

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

Use of Estimates

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

Loss Per Share

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

Cash and Cash Equivalents

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

---

- 37 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

1.        Summary of Significant
  Accounting Policies - continued

Long-lived Assets

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

Impairment losses are recorded on fixed assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets
carrying amount. There were no impairment losses in 2007 or 2006.

Income Taxes

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

Financial Instruments

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

Mineral Properties

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

Marketable Securities

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

---

- 38 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

1.        Summary of
Significant Accounting Policies - Continued

Stock-Based Compensation

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

---

2.        Going Concern

Geocom's financial statements are prepared using generally accepted
  accounting principles applicable to a going concern, which contemplates that
  the Company will continue in operation for the foreseeable future and will realize
  its assets and liquidate its liabilities in the normal course of business. However,
  Geocom has no current source of revenue, recurring losses, a working capital
  deficit of $237,088, and a deficit accumulated during the exploration stage
  of $5,345,880as of June 30, 2007. These factors, among others, raise
  substantial doubt about the Companys ability to continue as a going concern.
  Geocom's management plans on raising cash from public or private debt or equity
  financing, on an as needed basis and in the longer term, revenues from the acquisition,
  exploration and development of mineral interests, if found. Geocom's ability
  to continue as a going concern is dependent on these additional cash financings,
  and, ultimately, upon achieving profitable operations through the development
  of mineral interests. The successful outcome of future activities cannot be
  determined at this time. The accompanying consolidated financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.

---

3.        Recent
Accounting Pronouncements

In June 2006, the FASB issued Accounting for Uncertain Tax
Positions  an Interpretation of FASB Statement No. 109, FIN 48, which
prescribes a recognition and measurement model for uncertain tax positions taken
or expected to be taken in the Companys tax returns. FIN 48 provides guidance
on recognition, classification, presentation, and disclosure of unrecognized tax
benefits. The Company is required to adopt this statement effective July 1, 2007
and management is currently assessing the impact on the Companys financial
statements.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements,
  which defines fair value, establishes a framework for measuring fair value,
  and expands fair value disclosures. The standard does not require any new fair
  value measurements. This standard is effective for fiscal years beginning after
  November 15, 2007. Management is currently assessing the impact on the Companys
  financial statements.

---

---

- 39 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

4.        Exploration
Properties

Geocom entered into an option agreement dated November 29, 2005
with Latin American Minerals Inc. (Latin American) in respect of its La
Carolina project, located in Argentina. TNR Gold Corp. (TNR) is also a party to
the agreement as is its wholly owned subsidiary, Compania Minera Solitario
Argentina S.A. (Solitario) which currently holds title to the property. The
Companys chief financial officer is a director of TNR. The option agreement
requires Latin American to pay a total of $125,000 and issue a total of 125,000
shares to Geocom and TNR, as to equal parts, over a period of four years. The
Company has received $25,000 and 25,000 shares (fair value $19,748) to June 30,
2007. Pursuant to the option agreement, Latin American has the right to earn an
undivided 75% interest in the property by making the cash and share payments and
by incurring a total of $1,000,000 in exploration expenditures on the property
over a period of five years. Latin American is entitled to earn a 37.5% interest
in the property upon incurring $500,000 in exploration expenditures and by
paying a total of $62,500 in cash and issuing 62,500 shares.

Geocom acquired its option to earn a 75% working interest in
the La Carolina property from TNR in 2003. To vest its interest in the property,
the Company was required to make a total of $2,000,000 in exploration
expenditures as well as issue shares to TNR. Geocom spent a total of $616,676 on
the property. To facilitate the option agreement with Latin American, TNR and
Geocom mutually agreed to renegotiate the terms of the La Carolina option
agreement such that: Geocom has fully vested its interest in the project; Geocom
reduces its vested interest from the originally contemplated 75% to 50%,
effective November 29, 2005; Geocom issued 150,000 shares to Solitario; and TNR
agrees that such issuance is compensation to TNR and Solitario for its
agreement. In addition, the Company and TNR agree to manage the project via
management committee and acceptable budgets, subject to the option agreement
held by Latin American. The value of the 150,000 shares issued to TNR ($31,500)
has been capitalized as an acquisition cost in these financial statements.

On January 24, 2005, MGRC signed an 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. Although 2005 drill
results confirmed the presence of gold in multiple zones, the ore potential was
judged insufficient to merit additional expenditures. After attempting to
venture our interest unsuccessfully, we dropped our option on the property and
returned it to the owners on March 23, 2007. Our former partner at Escorpion
contacted our Chilean counsel regarding the manner of termination of our option
agreement. Our counsel advises that our position is clear and correct under the
agreement and that we appropriately notified Minera Canela and dropped the
property. We intend to vigorously refute their claim and will proceed to
arbitration as established in the agreement if necessary

The Company has signed an exploration venture with option to
participate agreement with Kinross Gold Corporation (Kinross) whereby Geocom
and Kinross will jointly explore certain areas in Chile, with any properties
acquired being shared on an equal basis. Kinross will have the option, subject
to certain conditions, to earn an additional 20% interest in each project. As at
June 30, 2007, Kinross has funded $551,014, representing its share of the
initial exploration budgets. As at June 30, 2007, the unspent portion of $nil
(2006 - $144,568) has been presented in these financial statements as an
exploration advance payable.

On May 20, 2003, Geocom entered into an agreement with TNR to
earn a 75% interest in TNR's option to earn a 70% interest in BHP Minerals
International Exploration Inc.'s (BHP) Iliamna Project in Alaska. Geocom has
completed all its obligations and have earned a 52.5% interest in each of the
H and S block mining claims and a 37.5% interest in the D claims.

---

- 40 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

4.        Exploration Properties.- Continued

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 are
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 announced the acquisition, by staking,
  of various claims that provide a 100% interest in several sediment hosted copper
  and gold occurrences.

---

5.        Marketable
Securities

The Company holds 25,000 shares of Latin American Minerals Inc.
  (Note 4), the fair value of which is $10,000 as at June 30, 2007. In
  accordance with FAS 115, the Company has classified these securities as Available
  For Sale and records unrealized gains and losses as other comprehensive income.

---

6.        Capital Stock

Geocoms authorized capital stock consists of 100,000,000
shares of common stock, with a par value of $0.00001 per share. All shares of
common stock have equal voting rights and, when validly issued and outstanding,
are entitled to one non-cumulative vote per share in all matters to be voted
upon by shareholders. The shares of common stock have no pre-emptive,
subscription, conversion or redemption rights and may be issued only as fully
paid and non-assessable shares. Holders of the common stock are entitled to
equal ratable rights to dividends and distributions with respect to the common
stock, as may be declared by the Board of Directors out of funds legally
available.

Details of the issued and outstanding capital stock as at June
30, 2007 are as follows:

| |                                   |  | Shares     |  |   | Par
      Value |  |   | Additional Paid  |  
| | --------------------------------- |  | ---------- |  | - | --------------- |  | - | ---------------- | -
| |                                   |  |            |  |   |                 |  |   | in
      Capital |  
| | Balance  beginning of year       |  | 22,257,318 |  | $ | 223             |  | $ | 4,255,623        |  
| | Issued and fully paid:            |  |            |  |   |                 |  |   |                  |  
| | Private placement (i)             |  | 4,880,176  |  |   | 48              |  |   | 829,582          |  
| | Shares issued as finders fees    |  | 55,294     |  |   | 1               |  |   | 9,399            |  
| | Share issuance costs              |  | -          |  |   | -               |  |   | (58,727          | )
| | Stock-based compensation (note 8) |  | -          |  |   | -               |  |   | 109,151          |  
| | Balance  end of year             |  | 27,192,788 |  | $ | 272             |  | $ | 5,145,028        |  

| | (i) | During the period, the Company raised gross proceeds of
      $829,630 by way of a private placement consisting of 4,880,176 units at a
      price of $0.17 per unit (Unit). Each Unit consists of one common share
      of the Company and one share purchase warrant entitling the holder to
      purchase an additional common share of the Company for a period of two
      years at a price of $0.50. The Company paid cash finders fees of $49,327
      and issued 55,294 units as finders fees in connection with the private
      placement. The finders fee units were fair-valued at $9,400 and the
      warrants have the same terms as the warrants of the
  offering.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

---

- 41 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

7.        Stock Options

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

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

| |                             |  | 2007      |   |  |                |  |  | 2006      |   |  |                | 
| | --------------------------- |  | --------- | - |  | -------------- |  |  | --------- | - |  | -------------- | 
| |                             |  |           |   |  | Weighted-      |  |  |           |   |  | Weighted-      | 
| |                             |  |           |   |  | average        |  |  |           |   |  | average        | 
| |                             |  | Options   |   |  | exercise price |  |  | Options   |   |  | exercise price | 
| | Balance  beginning of year |  | 1,445,000 |   |  | $ 0.25         |  |  | 1,540,000 |   |  | $ 0.89         | 
| | Granted                     |  | 165,000   |   |  | $ 0.35         |  |  | 290,000   |   |  | $ 0.25         | 
| | Exercised                   |  | -         |   |  | -              |  |  | (195,000  | ) |  | $ 0.25         | 
| | Expired                     |  | (380,000  | ) |  | $ 0.25         |  |  | (190,000  | ) |  | $ 0.85         | 
| | Balance  end of year       |  | 1,230,000 |   |  | $ 0.26         |  |  | 1,445,000 |   |  | $ 0.25         | 
| |                             |  |           |   |  |                |  |  |           |   |  |                | 
| | Exercisable at end of year  |  | 1,007,000 |   |  | $ 0.26         |  |  | 1,417,000 |   |  | $ 0.25         | 

Information about options outstanding at June 30, 2007 is as
follows:

Weighted-averageremainingExercise Price
    
    Options
      life
        in years
    Exercisable
    Expiry0.25
    
    575,000
      0.08
    575,000
    July
      26, 20070.25
    
    200,000
      0.42
    200,000
    December 8, 20070.25
    
    165,000
      1.58
    99,000
    January 27, 20090.25
    
    125,000
      1.75
    75,000
    March 20, 20090.35
    
    125,000
      2.34
    50,000
    November 1, 20090.35
    
    40,000
      2.51
    8,000
    January 2, 20101,230,000
      0.81
    1,007,000


---

- 42 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

8.        Stock Based
Compensation

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

| |                                      |   | 2007    |  |   | 2006    | 
| | ------------------------------------ | - | ------- |  | - | ------- | 
| | Total options granted                |   | 165,000 |  |   | 290,000 | 
| | Average exercise price               | $ | 0.35    |  | $ | 0.25    | 
| | Estimated fair value of compensation | $ | 31,555  |  | $ | 51,525  | 
| | Estimated fair value per option      | $ | 0.19    |  | $ | 0.18    | 

The fair value of the stock-based compensation to be recognized
in the accounts has been estimated using the Black-Scholes Option-Pricing Model
with the following weighted-average assumptions:

| |                                 |  | 2007  |  |  | 2006  | 
| | ------------------------------- |  | ----- |  |  | ----- | 
| | Risk-free interest rate         |  | 4.55% |  |  | 4.53% | 
| | Expected dividend yield         |  | 0.00% |  |  | 0.00% | 
| | Expected stock price volatility |  | 106%  |  |  | 103%  | 
| | Expected option life in years   |  | 3.00  |  |  | 3.00  | 

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

| |                                    |   | 2007    |  |   | 2006    | 
| | ---------------------------------- | - | ------- |  | - | ------- | 
| | Number of options vested in period |   | 329,000 |  |   | 636,000 | 
| | Stock-based compensation expense   | $ | 109,151 |  | $ | 454,835 | 

Option pricing models require the input of highly subjective
assumptions, particularly as to the expected price volatility of the Companys
stock. Changes in these assumptions can materially affect the fair value
estimated, and therefore it is managements view that the existing models do not
necessarily provide a single reliable measure of the fair value of the Companys
stock option grants.

---

- 43 -

8.        Stock Based
Compensation (Continued)

Had the fair value of employee stock-based compensation been
  recognized as compensation expense, prior to the adoption of SFAS 123 (Note
  1), on a straight-line basis over the vesting period of the stock options,
  the pro forma effect on the loss for the year ending June 30, 2006 is as follows:

| |                                                                     |   | 2006       |  
| | ------------------------------------------------------------------- | - | ---------- | -
| |                                                                     |   |            |  
| | Loss, as reported                                                   | $ | (1,191,880 | )
| | Less: Unrecorded stock-based employee compensation
      determined |   |            |  
| | under fair value based method                                       |   | (156,274   | )
| | Pro forma loss                                                      | $ | (1,348,154 | )
| | Basic and diluted loss per share                                    |   |            |  
| | As reported                                                         | $ | (0.06      | )
| | Pro forma                                                           | $ | (0.06      | )

---

9.        Stock Warrants

On August 24, 2005 the Company adopted a resolution such that
all outstanding share purchase warrants be re-priced to be exercisable at such
price as is determined by their time of exercise, if any, according to the
following timeline:

(a) ****any share purchase warrants exercised on or before September 9, 2005
shall be exercisable at a price of $0.14 per share;

(b) ****any share purchase warrants exercised after September 9, 2005 but on or
before September 23, 2005 shall be exercisable at $0.17 per share;

(c) ****any share purchase warrants exercised after September 23, 2005 but on
or before October 7, 2005 shall be exercisable at $0.20 per share;

(d) ****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

(e) ****any share purchase warrants exercised after October 21, 2005 shall be
exercisable at the price specified in their original grant.

On March 26, 2006, the Company re-priced all of the remaining
  outstanding warrants to an exercise price of $0.25 per share. The re-pricing
  resulted in an increase of $19,781 in the initial fair value assigned to the
  remaining outstanding warrants using the Black-Scholes Option-Pricing Model
  applying the following assumptions: a risk-free interest rate of 4.66%, expected
  dividend yield of 0.00%, expected stock price volatility of 76.83% and an expected
  life of 3.5 years.

---

---

- 44 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

9.        Stock Warrants (Continued)

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

| |                             |  | 2007       |   |   | 2006           | 
| | --------------------------- |  | ---------- | - | - | -------------- | 
| |                             |  |            |   |   | Weighted-      | 
| |                             |  |            |   |   | average        | 
| |                             |  | Warrants   |   |   | exercise price | 
| | Balance  beginning of year |  | 2,797,500  |   | $ | 0.25           | 
| | Granted                     |  | 4,935,470  |   | $ | 0.50           | 
| | Exercised                   |  | -          |   |   | -              | 
| | Expired                     |  | (2,797,500 | ) | $ | 0.25           | 
| | Balance  end of year       |  | 4,935,470  |   | $ | 0.50           | 
| |                             |  |            |   |   |                | 
| | Exercisable at end of year  |  | 4,935,470  |   | $ | 0.50           | 

At June 30, 2007, the Company had share purchase warrants
outstanding to purchase common shares as follows:

Shares
    Exercise Price
    Expiry Date2,483,176
    $ 0.50
    August 23, 200855,294
    $ 0.50
    August 23, 20082,397,000
    $ 0.50
    January 8, 20094,935,470


10.        Equipment

Geocoms fixed assets consist of computer equipment, office
furniture, and exploration equipment. The fixed assets are depreciated using the
straight-line method with useful lives ranging from 3-5 years. Details are as
follows:

| |                        |   |        |  |   |              |  |   | 2007     |  |   | 2006     | 
| | ---------------------- | - | ------ |  | - | ------------ |  | - | -------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated  |  |   | Net Book |  |   | Net Book | 
| |                        |   | Cost   |  |   | Amortization |  |   | Value    |  |   | Value    | 
| | Furniture and fixtures | $ | 692    |  | $ | 602          |  | $ | 90       |  | $ | 229      | 
| | Computer equipment     |   | 6,325  |  |   | 6,325        |  |   | -        |  |   | 1,879    | 
| | Exploration equipment  |   | 17,793 |  |   | 4,217        |  |   | 13,576   |  |   | 7,682    | 
| |                        | $ | 24,810 |  | $ | 11,144       |  | $ | 13,666   |  | $ | 9,790    | 
| |                        |   |        |  |   |              |  |   |          |  |   |          | 

---

- 45 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

11.        Related Party
Transactions

Geocom has month to month service agreements with related
parties. Currently, four directors each receive $500 per month and one director
receives $7,500 per month for services performed on behalf of the Company. For
the years ending June 30, 2007 and 2006, payments to related parties for
services were $130,500 and $180,000, respectively.

The Company has entered into a transaction with a company of
which Geocoms Chief Financial Officer is a shareholder and director (note
4). During the year, the Company was billed $27,970 by this company for
exploration expenditures incurred on properties held jointly.

The above transactions were conducted in the normal course of
  operations and were measured at the exchange amount, which is the amount of
  consideration agreed upon between the Company and the related parties.

---

12.        Income Taxes

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

Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the net deferred taxes at June 30, 2007 are as follows:

| |                                            |   | 2007       |   |   | 2006       |  
| | ------------------------------------------ | - | ---------- | - | - | ---------- | -
| | Deferred tax asset attributable to:        |   |            |   |   |            |  
| | Net
      operating losses carried forward | $ | 1,513,307  |   | $ | 1,327,322  |  
| | Valuation allowance                        |   | (1,513,307 | ) |   | (1,327,322 | )
| | Total net deferred tax asset               | $ | -          |   | $ | -          |  

Geocom follows Statement of Financial Accounting Standards
Number 109 (SFAS 109), Accounting for Income Taxes. SFAS No. 109 requires a
valuation allowance, if any, to reduce the deferred tax assets reported if,
based on the weight of the evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Management has
determined that a valuation allowance of $1,513,307 at June 30, 2007 is
necessary to reduce the deferred tax assets to the amount that will more likely
than not be realized.

At June 30, 2007 Geocom had net operating loss carry-forwards
  amounting to approximately $4.2 million and $0.8 million for U.S. and Chile
  tax purposes, respectively, that expire in various amounts beginning in 2020
  in the U.S. and have no expiry date in Chile.

---

---

- 46 -

|Geocom Resources Inc.                     
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|June 30, 2007 and 2006                    
|U.S. Funds                                
|                                          
|                                          

13.        Segmented
Information

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

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

| |                              |   | Canada  |  |   | United States |  |   | Consolidated | 
| | ---------------------------- | - | ------- |  | - | ------------- |  | - | ------------ | 
| | Segment
      revenue        | $ | -       |  | $ | -             |  | $ | -            | 
| | Segment operating
      loss | $ | 155,145 |  | $ | 1,036,735     |  | $ | 1,191,880    | 
| | Capital
      expenditures   | $ | 5,401   |  | $ | -             |  | $ | 5,401        | 
| | Identifiable
      assets    | $ | 122,020 |  | $ | 101,707       |  | $ | 223,727      | 

---

14.        Subsequent
Events

Two loans of $20,000 and $25,000 were made to the Company by
  two directors on July 12, 2007 and July 31, 2007 respectively. On October 18,
  2007 the Company reached provisional agreement with Goldmark Minerals Ltd. regarding
  the equity sale of the Iliamna project and a minority interest in the Marcelita-Santa
  Rosa project. Closing of the agreement is pending the receipt of satisfactory
  title opinions from Goldmarks outside counsel.

---

---

- 47 -

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

We engaged Staley, Okada & Partners, Chartered Accountants
on January 12, 2006 as our principal accountant to audit our financial
statements after LBB & Associates Ltd., LLP (formerly Lopez, Blevins, Bork
& Associates, L.L.P) was dismissed on January 10, 2006 as our independent
auditors. We engaged LBB & Associates Ltd., LLP (formerly Lopez, Blevins,
Bork & Associates, L.L.P) on September 8, 2004 as our principal accountant
to audit our financial statements after Malone & Bailey, PLLC was dismissed
on September 8, 2004 as our independent auditors. . The decision to change
accountants was approved by our Board of Directors.

The Companys auditors for the year ended June 30, 2006, Staley
Okada and Partners entered into a transaction with PricewaterhouseCoopers LLP.
The Directors subsequently appointed PricewaterhouseCoopers LLP as the Companys
auditors for the year ending June 30, 2007.

During the years ended June 30, 2006 and 2005 and subsequent to
June 30, 2006 through to the date hereof, neither we nor anyone on our behalf
consulted with Staley, Okada & Partners, Chartered Accountants or
PricewaterhouseCoopers LLC 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 Staley, Okada & Partners, Chartered Accountants or
PricewaterhouseCoopers LLP 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.

ITEM 8A: 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 annual report, being June 30, 2007. This evaluation was carried
out under the supervision and with the participation of our company's president
and treasurer.

The Chief Executive Officer and Chief Financial Officer of the
Company have evaluated the effectiveness of the Companys disclosure controls
and procedures in place as at June 30, 2007. Based on this evaluation, it was
determined that certain weaknesses existed in internal controls over financial
reporting. In addition, the Company has not fully completed its review and
evaluation of the design of internal control over financial reporting as
envisioned under the Securities and Exchange Commission rules. The Company
expects to complete its assessment in Fiscal 2008. As is indicative of many
small companies, the lack of segregation of duties and effective risk assessment
were identified as areas where weaknesses existed. The existence of these
weaknesses is to be compensated for by senior management monitoring which
exists. The Company is taking steps to augment and improve the design of
procedure and controls impacting these areas of weakness over internal control
over financial reporting.

Based upon that evaluation, our company's sole director and
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
changes in our internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include controls and procedures designed to ensure that information
required to be disclosed in our company's reports filed under the Exchange Act
is accumulated and communicated to our president and treasurer as appropriate,
to allow timely decisions regarding required disclosure.

---

- 48 -

PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Directors and Executive Officers, Promoters and Control
Persons

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

Name
      Position Held with the Company
      Age
      Date First Elected or
      AppointedJohn Hiner
    President, CEO and Director
    58
    April 4, 2003Paul Chung
    CFO, Secretary, Treasurer and
      Director
    50
    May 20, 2003Andrew Stewart
    Director
    34
    June 19, 2000Talal Yassin
    Director
    33
    June 19, 2000Clyde Harrison
    Director
    63
    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 30
years. From 2000 to 2003 Mr. Hiner operated JEHCORP Inc., a consulting firm to
the mining industry. Prior to this, Mr. Hiner was the Vice President of Champion
Resources. Mr. Hiner is also a director of Villanova Capital Corp., a TSX
Venture Exchange capital pool corporation, and a director of Providence Capital
Corp., a TSX Venture Exchange capital pool corporation.

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

Paul Chung

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

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

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

Andrew Stewart

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

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

---

- 49 -

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

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

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

Talal Yassin

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

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

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

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

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 is presently the President
of Brookshire Raw Materials Fund, Toronto.

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.
He does not serve on the board of any other public company.

Committees

Currently our company has the following committees:

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

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

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- 50 -

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.                                           

Audit Committee Financial Expert

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

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

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- 51 -

| |    | communications made by us;                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                  
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                       
| |    |                                                                                                                                                                                                  
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and
| |    |                                                                                                                                                                                                  
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                   

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

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

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

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

The particulars of compensation paid to the following persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                    
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended June 30, 2007; and                                                                      
| |     |                                                                                                                                                                                                                                    
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended June
      30, 2007,

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- 52 -

who we will collectively refer to as our named executive
officers, of our company for the years ended June 30, 2007 and 2006, are set out
in the following summary compensation table, except that no disclosure is
provided for any named executive officer, other than our principal executive
officers, whose total compensation does not exceed $100,000 for the respective
fiscal year: The table below summarizes all compensation awarded to, earned by,
or paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal year ended June 30, 2007.

The particulars of compensation paid to the following persons:

- our principal executive officers;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended June 30, 2007; and
- up to two additional individuals for whom disclosure would have been provided
      under (b) but for the fact that the individual was not serving as our executive
      officer at the end of the most recently completed financial year, who we
      will collectively refer to as the named executive officers, of our years
      ended June 30, 2007 and 2006, are set out in the following summary compensation
      table:

SUMMARY COMPENSATION TABLEName and Principal
        Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other Compensa- tion ($)
      Total ($)John Hiner 
        President & CEO
      2007 
        2006
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      $ Nil 
        $ NilPaul Chung 
        CFO, Secretary 
        and Treasurer
      2007 
        2006
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil $ 
        $Nil


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

Outstanding Equity Awards at Fiscal Year-End

As at June 30, 2007, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

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.

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

---

- 53 -

the 20% Vesting Provisions, in March of 2006. The strike price
of these stock options is $0.25 and they expire three years after the grant
date.

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

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

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


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

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

Aggregated Options Exercised in the Year Ended June 30, 2007
and Year End Option Values

There were no stock options exercised during the year ended
June 30, 2007.

Repricing of Options/SARS

No SARs have been granted by our company.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended June 30, 2007, we did not pay any compensation or grant any stock options
to our directors.

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

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

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

Principal Stockholders

The following table sets forth, as of November 5, 2007, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers as a
group. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

---

- 54 -

Name and Address of Beneficial
      Owner
    Title of Class
    Amount and Nature of
      Beneficial Ownership(1)
    Percentage of
      Class(1)Paul Chung 2020 No. 4 Road Richmond,
      BC V6X 2L3
    Common
    1,617,500
    5.9%John Hiner 9443 Axlund Road Lynden,
      WA 98264
    Common
    1,917,500(2)
    7.0%Andrew Stewart 1208  1030 West Georgia
      Street Vancouver, BC
    Common
    2,287,500
    8.4%Talal Yassin 1325 Cammeray Road West
      Vancouver, BC V7S 2V9
    Common
    2,287,500
    8.4%Directors and Executive Officers as a
      Group
    common stock
    8,110,000(2)
    29.80%


|(1) | Based on 27,212,788 shares of common stock issued and
      outstanding as of November 5, 2007. Except as otherwise indicated, we
      believe that the beneficial owner of the common stock listed above, based
      on information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Includes 150,000 warrants exercisable within 60
    days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 12, 2007 John Hiner, an officer and director, loaned
the Company $20,000 under the terms of a promissory note. The note has an
interest rate of 10%, and is a demand note with no set maturity. On July 31,
2007 Talal Yassin, a director, loaned the Company $25,000 under the terms of a
promissory note. The note has an interest rate of 10% per annum, and is a demand
note with no set maturity.

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

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

Corporate Governance

Board of Directors Independence

We currently act with two directors and two executive
officers.

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that the sole member of our board of directors is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The sole director of our company does not
believe that it is necessary to have a standing audit, compensation or
nominating committee because we believe that the functions of such committees
can be adequately performed by the sole director, solely consisting of

---

- 55 -

James Shepard. In addition, we believe that retaining one or
more directors who would qualify as independent in accordance with Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act 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 from
operations to date.

ITEM 13: EXHIBITS AND REPORTS

|Exhibit |                                                                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                     
|(3)     | Articles
        of Incorporation and Bylaws                                                                                                                                                                    
|3.1     | Restated Articles of Incorporation
        (incorporated by reference from our Registration Statement on Form SB-2
        filed on June 7, 2001).                                                              
|3.2     | By-laws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on June
        7, 2001).                                                                                         
|(4)     | Instruments Defining the
        Rights of Security Holders, Including Indentures                                                                                                                               
|4.1     | Specimen Stock
        Certificate (incorporated by reference from our Registration Statement
        on Form SB-2 filed on June 7, 2001).                                                                      
|4.2     | 2003 Stock Option Plan (incorporated
        by reference from our Registration Statement on Form S-8 filed on December
        17, 2003).                                                                      
|(10)    | Material
        Contracts                                                                                                                                                                                      
|10.1    | Cash Call No. 2 dated May 1,
        2001 (incorporated by reference from our Registration Statement on Form
        SB-2, filed on June 7, 2001).                                                              
|10.2    | Assignment Agreement
        dated May 4, 2001 (incorporated by reference from our Registration Statement
        on Form SB-2, filed on June 7, 2001).                                                         
|10.3    | Option Agreement dated May 1,
        2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated
        by reference from our Amended Current Report on Form 8-K/A, filed on May
        5, 2003).
|10.4    | Option Agreement
        dated May 7, 2003 between Geocom Resources Inc. and TNR Resources Ltd.
        (incorporated by reference from our Current Report on Form 8-K, filed
        on May 20, 2003).         
|10.5    | Consulting Agreement dated effective
        December 1, 2003 with Jim Chapman (incorporated by reference from our
        Quarterly Report on Form 10-QSB, filed on February 20, 2004).                        
|10.6    | Consulting Agreement
        dated effective December 1, 2003 with Jeffrey A. Jaacks (incorporated
        by reference from our Quarterly Report on Form 10-QSB, filed on February
        20, 2004).          
|10.7    | Consulting Agreement dated effective
        January 1, 2004 with John Benglesdorf (incorporated by reference from
        our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                    
|10.8    | Consulting Agreement
        dated effective January 1, 2004 with Ellsworth Geological, PC (incorporated
        by reference from our Quarterly Report on Form 10-QSB, filed on February
        20, 2004).    
|10.9    | Consulting Agreement dated January
        19, 2004 with Gary Schellenberg (incorporated by reference from our Quarterly
        Report on Form 10-QSB, filed on February 20, 2004).                            
|10.10   | Consulting Agreement
        dated January 19, 2004 with Roberto Lara (incorporated by reference from
        our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                 
|10.11   | Form of Stock Option Agreement
        for January 21, 2004 grant of stock options (incorporated by reference
        from our Annual Report on Form 10-KSB filed on October 14, 2004)                          
|10.12   | Consulting Agreement
        dated July 23, 2004 with Elizabeth Torry (incorporated by reference from
        our Annual Report on Form 10-KSB filed on October 14, 2004)                                       
|10.13   | Form of Stock Option Agreement
        for July 26, 2004 grant of stock options (incorporated by reference from
        our Annual Report on Form 10-KSB filed on October 14, 2004)                             
|10.14   | Consulting Agreement
        dated July 26, 2004 with Aruba Capital Inc. (incorporated by reference
        from our Annual Report on Form 10-KSB filed on October 14, 2004)                                    
|10.15   | Consulting Agreement dated July
        24, 2004 with Charles Madden (incorporated by reference from our Annual
        Report on Form 10-KSB filed on October 14, 2004)                                        
|10.16   | Consulting Agreement
        dated July 24, 2004 with Harvey Lawson (incorporated by reference from
        our Annual Report on Form 10-KSB filed on October 14, 2004)                                         
|10.17   | Form of Securities Purchase
        Agreement for October 2004 private placements (incorporated by reference
        from our Registration Statement on Form SB-2 filed on December 1, 2004).                   

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|Exhibit |                                                                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                                         
|10.18   | Option Agreement
        dated November 10, 2004 between Geocom Resources Inc. and TNR Resources
        Ltd. amending the terms of the Option Agreement dated May 7, 2003. (incorporated
        by reference from our Annual Report on Form 10-KSB filed on October 6,
        2006)                                                                              
|10.19   | Consulting Agreement dated December
        2, 2004 with Clyde Harrison (incorporated by reference from our Current
        Report on Form 8-K filed on December 2, 2004)                                                                                                                                                                                           
|10.20   | Stock Option
        Agreement dated December 8, 2004 with Clyde Harrison (incorporated by
        reference from our Annual Report on Form 10-KSB filed on October 6, 2006)                                                                                                                                                                                        
|10.21   | Option Agreement dated January
        10, 2005 between Minera Geocom Resources-Chile Limitada and Minera Canela
        Limitada. (incorporated by reference from our Annual Report on Form 10-KSB
        filed on October 6, 2006                                                                                                                                
|10.22   | Investor Relations
        Agreement dated February 15, 2005 with Destiny Media Communications Inc.
        (incorporated by reference from our Current Report on Form 8-K filed on
        April 13, 2005)                                                                                                                                                         
|10.23   | Letter agreement dated March
        14, 2005 between Geocom Resources Inc., Minera Geocom Resources- Chile
        Limitada and Robert Mitchell (incorporated by reference from our Annual
        Report on Form 10- KSB filed on October 6, 2006)                                                                                                                
|10.24   | Option Agreement
        dated October 26, 2005 between Geocom Resources Inc., TNR Resources Ltd.,
        Compania Minera Solitario Argentina S.A. and Latin American Minerals Inc.
        amending the terms of the Option Agreement dated May 1, 2003. (incorporated
        by reference from our Current Report on Form 8-K filed on December 7,
        2005)
|10.25   | Form of Stock Option Amendment
        Agreement dated January 27, 2006 (incorporated by reference from our Annual
        Report on Form 10-KSB filed on October 6, 2006)                                                                                                                                                                                          
|10.26   | Form of Stock
        Option Amendment Agreement dated January 27, 2006 (incorporated by reference
        from our Annual Report on Form 10-KSB filed on October 6, 2006)                                                                                                                                                                                          
|10.27   | Letter agreement dated March
        16, 2006 between Geocom Resources Inc. and Kinross Gold Corp. (incorporated
        by reference from our Current Report on Form 8-K, filed on May 21, 2006).                                                                                                                                                                  
|10.28   | Form of Subscription
        Agreement for 2,483,176 units at a price of $0.17 per unit for total proceeds
        of $422,139.92 (incorporated by reference from our Current Report on Form
        8-K filed on August 28, 2006)                                                                                                                                  
|10.29   | Form of Subscription Agreement
        2,263,000 units at a price of $0.17 per unit for total proceeds of $384,710.(incorporated
        by reference from our Current Report on Form 8-K filed on January 10,
        2007)                                                                                                                                        
|10.30   | Form of Subscription
        Agreement with Pamela Fronek (incorporated by reference from our Current
        Report on Form 8-K filed on January 31, 2007)                                                                                                                                                                                                         
|(13)    | Annual Report to Security
        Holders                                                                                                                                                                                                                                                                                                                           
|13.1    | Annual Report
        for the year ended June 30, 2006 (incorporated by reference from our Annual
        Report on Form 10-KSB filed on October 6, 2006);                                                                                                                                                                                                          
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                                                                      
|14.1    | Code of Business
        Conduct and Ethics(incorporated by reference from our Annual Report on
        Form 10-KSB filed on October 14, 2004).                                                                                                                                                                                                                     
|(16)    | Letter on Change in Certifying
        Accountant                                                                                                                                                                                                                                                                                                                   
|16.1    | Letter from
        Davidson & Company (incorporated by reference to our Current Report
        on Form 8-K filed on May 9, 2003).                                                                                                                                                                                                                                  
|16.2    | Letter from Malone & Bailey,
        PLLC (incorporated by reference to our Current Report on Form 8-K filed
        on September 17, 2004).                                                                                                                                                                                                                        
|16.3    | Letter from
        Lopez, Blevins, Bork & Associates, L.L.P (incorporated by reference
        to our Current Report on Form 8-K filed on January 13, 2006)                                                                                                                                                                                                        
|16.4    | Letter from Staley, Okada &
        Partners (incorporated by reference to our Current Report on Form 8-K
        filed on May 17, 2007                                                                                                                                                                                                                             
|(21)    | Subsidiaries                                                                                                                                                                                                                                                                                                                                                        
|21.1    | Minera Geocom Resources-Chile
        Limitada, a Chilean corporation.                                                                                                                                                                                                                                                                                              
|31 & 32 | Certifications                                                                                                                                                                                                                                                                                                                                                      
|31.1*   | CEO
        Certification pursuant to Rule 13a-14(a) under the Securities Exchange
        Act of 1934                                                                                                                                                                                                                                                              
|31.2*   | CFO
        Certification pursuant to Rule 13a-14(a) under the Securities Exchange
        Act of 1934                                                                                                                                                                                                                                                              
|32.1*   | CEO
        Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                          

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- 57 -

|Exhibit |                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                               
|32.2*   | CEO
        Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002

*attached herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by
our principal accountant for the audit of our annual financial statements for
the fiscal year ended June 30, 2007 were $30,000.

Audit Related Fees

We incurred no fees for the fiscal year ended June 30, 2007 for
assurance and related services by our principal accountant that were reasonably
related to the performance of the audit or review of our financial statements,
and not reported under Audit Fees above.

Tax Fees

Taxes for the fiscal year ended June 30, 2007 are currently
being prepared and the costs for the preparation of the tax return are estimated
to be approximately $Nil.

All Other Fees

We incurred no other fees during the fiscal year ended June 30,
2007 and since inception for products and services rendered by our principal
accountants other than those stated in this and other publicly posted reports
(see www.sec.gov).

Audit Committee Requirements

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

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

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

All audit fees were approved by the directors.

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- 58 -



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 CEO
Principal Executive Officer 
  Date: November 14, 2007

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



By: /s/ Paul Chung Paul Chung Chief Financial
Officer and Director Principal Financial Officer 
  Date: November 14, 2007

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