---

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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended December 31, 2007

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

For the transition period from __________ to __________

Commission file number 000-49621

GEOCOM RESOURCES INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                                                               | 98-0349734                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

114 West Magnolia Street, Suite 413, Bellingham,
Washington 98225(Address of principal executive offices)

360.392.2898(Issuer's telephone number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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

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

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

Check whether the registrant filed all documents and reports
required to be filed by Section l2, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes
[   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 28,962,788
common shares issued and outstanding as of February 7, 2008

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

---

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.











GEOCOM RESOURES INC.

(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

UNAUDITED

U.S. FUNDS

---

- 3 -

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

|                                                            |   | December 31 |   |   | June 30    |  
|----------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|ASSETS                                                      |   | 2007        |   |   | 2007       |  
|Current                                                     |   |             |   |   |            |  
|Cash and cash equivalents                                   | $ | 127,341     |   | $ | 98,496     |  
|Exploration
      expenditures receivable (note 4)          |   | 50,769      |   |   | -          |  
|Marketable securities (note 5)                              |   | 27,741      |   |   | 19,748     |  
|Prepaid expenses and
      advances                         |   | 74,850      |   |   | 31,152     |  
|                                                            |   | 280,701     |   |   | 149,396    |  
|                                                            |   |             |   |   |            |  
|Mineral Property Acquisition Costs(note 4)                  |   | 31,500      |   |   | 31,500     |  
|Equipment(note 10)                                          |   | 12,991      |   |   | 13,666     |  
|                                                            | $ | 325,192     |   | $ | 194,562    |  
|                                                            |   |             |   |   |            |  
|                                                            |   |             |   |   |            |  
|LIABILITIES                                                 |   |             |   |   |            |  
|Current                                                     |   |             |   |   |            |  
|Accounts payable and
      accrued liabilities              | $ | 138,256     |   | $ | 182,976    |  
|Accounts payable - related parties
      (note 11)          |   | 263,970     |   |   | 203,508    |  
|Promissory notes
      payable to related parties (note 11) |   | 46,925      |   |   | -          |  
|                                                            |   | 449,151     |   |   | 386,484    |  
|                                                            |   |             |   |   |            |  
|                                                            |   |             |   |   |            |  
|                                                            |   |             |   |   |            |  
|SHAREHOLDERS
      DEFICIENCY                              |   |             |   |   |            |  
|Capital StockStatement
      2                             |   |             |   |   |            |  
|Common stock (note 6)                                       |   |             |   |   |            |  
|Authorized: 100,000,000 with $0.00001 par value             |   |             |   |   |            |  
|Issued and
      outstanding: 28,962,788 (27,192,788)       |   | 290         |   |   | 272        |  
|Additional paid-in capital                                  |   | 5,516,608   |   |   | 5,145,028  |  
|Deficit Accumulated During the Exploration Stage            |   | (5,656,053  | ) |   | (5,345,880 | )
|Accumulated Other Comprehensive Income                      |   | 15,196      |   |   | 8,658      |  
|                                                            |   | (123,959    | ) |   | (191,922   | )
|                                                            | $ | 325,192     |   | $ | 194,562    |  
|                                                            |   |             |   |   |            |  
|Going concern(note 2)                                       |   |             |   |   |            |  
|Subsequent Events(note 12)                                  |   |             |   |   |            |  

- See Accompanying Notes -

---

- 4 -

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

DeficitAccumulated
    
    
      AccumulatedAdditional
    
    
      During the
    
    
      OtherShares
    
    
      Par Value
    
    
      Paid-in
    
    
      Exploration
    
    
      ComprehensiveCapital
    
    
      Stage
    
    
      Income
        (Loss)
    
    
      TotalOpening Balance
    
      -
    
    $
      -
    
    $
      -
    
    $
      -
    
    $
      -
    
    $
      -Shares issued for cash
    
      10,000,000
    
    
      100
    
    
      2,400
    
    
      -
    
    
      -
    
    
      2,500Shares issued for cash
    
      10,000,000
    
    
      100
    
    
      274,900
    
    
      -
    
    
      -
    
    
      275,000Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (376,148
    )
    
      -
    
    
      (376,148
    )Balance June 30, 2001
    
      20,000,000
    
    
      200
    
    
      277,300
    
    
      (376,148
    )
    
      -
    
    
      (98,648
    )Shares issued for cash
    
      8,000,000
    
    
      80
    
    
      199,920
    
    
      -
    
    
      -
    
    
      200,000Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (125,429
    )
    
      -
    
    
      (125,429
    )Balance June 30, 2002
    
      28,000,000
    
    
      280
    
    
      477,220
    
    
      (501,577
    )
    
      -
    
    
      (24,077
    )Shares returned to treasury
    
      (11,500,000
    )
    
      (115
    )
    
      115
    
    
      -
    
    
      -
    
    
      -Conversion of convertible notes
    
      -
    
    
      -
    
    
      55,556
    
    
      -
    
    
      -
    
    
      55,556Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (168,528
    )
    
      -
    
    
      (168,528
    )Balance June 30, 2003
    
      16,500,000
    
    
      165
    
    
      532,891
    
    
      (670,105
    )
    
      -
    
    
      (137,049
    )Shares issued for cash
    
      365,854
    
    
      4
    
    
      749,996
    
    
      -
    
    
      -
    
    
      750,000Shares issued with debt conversion
    
      493,678
    
    
      5
    
    
      513,420
    
    
      -
    
    
      -
    
    
      513,425Stock-based compensation
    
      -
    
    
      -
    
    
      62,676
    
    
      -
    
    
      -
    
    
      62,676Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (1,082,369
    )
    
      -
    
    
      (1,082,369
    )Balance June 30, 2004
    
      17,359,532
    
    
      174
    
    
      1,858,983
    
    
      (1,752,474
    )
    
      -
    
    
      106,683Shares issued for cash
    
      3,583,143
    
    
      35
    
    
      1,490,020
    
    
      -
    
    
      -
    
    
      1,490,055Stock-based compensation
    
      -
    
    
      -
    
    
      182,746
    
    
      -
    
    
      -
    
    
      182,746Foreign currency translation
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      1,078
    
    
      1,078Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (1,582,546
    )
    
      -
    
    
      (1,582,546
    )Balance June 30, 2005
    
      20,942,675
    
    
      209
    
    
      3,531,749
    
    
      (3,335,020
    )
    
      1,078
    
    
      198,016Shares issued for cash
    
      1,164,643
    
    
      12
    
    
      237,541
    
    
      -
    
    
      -
    
    
      237,553Shares issued for property
    
      150,000
    
    
      2
    
    
      31,498
    
    
      
    
    
      -
    
    
      31,500Stock-based compensation
    
      -
    
    
      -
    
    
      454,835
    
    
      -
    
    
      -
    
    
      454,835Foreign currency translation
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      (1,173
    )
    
      (1,173
    )Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (1,191,880
    )
    
      -
    
    
      (1,191,880
    )Balance June 30, 2006
    
      22,257,318
    
    
      223
    
    
      4,255,623
    
    
      (4,526,900
    )
    
      (95
    )
    
      (271,149
    )Shares issued for cash
    
      4,880,176
    
    
      48
    
    
      829,582
    
    
      -
    
    
      -
    
    
      829,630Shares issued for finders fees
    
      55,294
    
    
      1
    
    
      9,399
    
    
      -
    
    
      -
    
    
      9,400Share issuance costs
    
      -
    
    
      -
    
    
      (58,727
    )
    
      -
    
    
      -
    
    
      (58,727
    )Stock-based compensation
    
      -
    
    
      -
    
    
      109,151
    
    
      -
    
    
      -
    
    
      109,151Foreign currency translation
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      1,550
    
    
      1,550Unrealized gains on marketablesecurities
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      7,203
    
    
      7,203Loss for the year
    
      -
    
    
      -
    
    
      -
    
    
      (818,980
    )
    
      -
    
    
      (818,980
    )Balance June 30, 2007
    
      27,192,788
    
    
      272
    
    
      5,145,028
    
    
      (5,345,880
    )
    
      8,658
    
    
      (191,922
    )Shares issued for cash
    
      1,770,000
    
    
      18
    
    
      354,982
    
    
      -
    
    
      -
    
    
      355,000Stock-based compensation
    
      -
    
    
      -
    
    
      16,598
    
    
      -
    
    
      -
    
    
      16,598Foreign currency translation
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      (1,455
    )
    
      (1,455
    )Unrealized gains onmarketable securities
    
      -
    
    
      -
    
    
      -
    
    
      -
    
    
      7,993
    
    
      7,993Loss for the period
    
      -
    
    
      -
    
    
      -
    
    
      (310,173
    )
    
      -
    
    
      (310,173
    )Balance
      December 31, 2007
    
      28,962,788
    
    $
      290
    
    $
      5,516,608
    
    $
      (5,656,053
    )
    $
      15,196
    
    $
      (123,959
    )


- See Accompanying Notes -

---

- 5 -

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

InceptionFor the Three Months Ended
      
      
      For the Six Months Ended
      
      
      throughDecember
        31
      
      
      December
        31
      
      
      December 312007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Operating ExpensesMineral exploration expenditures
      $
      95,752
      
      $
      155,974
      
      $
      121,520
      
      $
      167,714
      
      $
      3,213,042Oil and gas activities
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      42,060Other general and administrative
      
      99,483
      
      
      43,706
      
      
      188,653
      
      
      238,226
      
      
      2,267,336Loss from Operations
      
      (195,235
      )
      
      (199,680
      )
      
      (310,173
      )
      
      (405,940
      )
      
      (5,522,438
      )Write-down of marketable securities
      
      -
      
      
      (2,175
      )
      
      -
      
      
      (2,175
      )
      
      (3,375
      )Interest Expense
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (130,240
      )Loss for the Period
      
      (195,235
      )
      
      (201,855
      )
      
      (310,173
      )
      
      (408,115
      )
      
      (5,656,053
      )Other Comprehensive Income (Loss)Foreign currency translation
      
      -
      
      
      (308
      )
      
      (1,455
      )
      
      304
      
      
      -Unrealized gains on marketable securities
      
      16,181
      
      
      -
      
      
      7,993
      
      
      -
      
      
      15,196Comprehensive Loss for the Period
      $
      (179,054
      )
      $
      (202,163
      )
      $
      (303,635
      )
      $
      (407,811
      )
      $
      (5,640,857
      )Loss Per ShareBasic and Diluted
      $
      0.01
      
      $
      0.01
      
      $
      0.01
      
      $
      0.02Weighted-Average Shares Outstanding:Basic and Diluted
      
      27,364,962
      
      
      24,803,788
      
      
      27,286,918
      
      
      24,139,491


- See Accompanying Notes -

---

- 6 -

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

InceptionFor the Three Months Ended
      
      
      For the Six Months Ended
      
      
      throughDecember
        31
      
      
      December
        31
      
      
      December 312007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Cash Flows from Operating ActivitiesLoss for the period
      $
      (195,235
      )
      $
      (201,855
      )
      $
      (310,173
      )
      $
      (408,115
      )
      $
      (5,656,053
      )Adjustments to reconcile loss to cashused in operating activities:Amortization of discount on
        notes payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      55,556Depreciation
      
      726
      
      
      1,006
      
      
      1,440
      
      
      1,952
      
      
      12,229Shares received for properties
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,920
      )Write-down of marketable securities
      
      -
      
      
      2,175
      
      
      -
      
      
      2,175
      
      
      3,375Common shares issued for services
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      275,000Common shares issued for interest expense
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      13,425Stock-based compensation
      
      5,003
      
      
      17,575
      
      
      16,598
      
      
      92,553
      
      
      826,005Change in non-cash working capital:Other current assets
      
      (47,457
      )
      
      (24,743
      )
      
      (43,698
      )
      
      (30,935
      )
      
      (74,850
      )Exploration expenditures receivable
      
      (50,769
      )
      
      -
      
      
      (50,769
      )
      
      -
      
      
      (50,769
      )Accounts payable and accrued
        liabilities
      
      17,801
      
      
      (185,001
      )
      
      15,742
      
      
      (133,411
      )
      
      402,226Exploration advances payable
      
      -
      
      
      (16,654
      )
      
      -
      
      
      (16,110
      )
      
      -(269,931
      )
      
      (407,497
      )
      
      (370,860
      )
      
      (491,891
      )
      
      (4,209,776
      )Cash Flows from Investing ActivitiesPurchase of equipment
      
      (765
      )
      
      (3,651
      )
      
      (765
      )
      
      (3,651
      )
      
      (25,220
      )Cash Flows from Financing ActivitiesProceeds from notes payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      500,000Proceeds from notes payable 
        related parties
      
      1,925
      
      
      -
      
      
      46,925
      
      
      -
      
      
      300,711Repayment of notes payable  related parties
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (253,786
      )Proceeds from advances  related
        parties
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      118,982Repayment from advances  related parties
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (118,982
      )Issuance of common stock
      
      350,000
      
      
      -
      
      
      355,000
      
      
      401,169
      
      
      3,815,412351,925
      
      
      -
      
      
      401,925
      
      
      401,169
      
      
      4,362,337Effects of exchange rates on cash
      
      -
      
      
      (308
      )
      
      (1,455
      )
      
      304
      
      
      -Net Change in Cash
      
      81,229
      
      
      (411,456
      )
      
      28,845
      
      
      (94,069
      )
      
      127,341Cash  beginning of period
      
      46,112
      
      
      449,199
      
      
      98,496
      
      
      131,812
      
      
      -Cash  End of period
      $
      127,341
      
      $
      37,743
      
      $
      127,341
      
      $
      37,743
      
      $
      127,341Supplemental Cash Flow InformationInterest paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      61,259Income taxes paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Summary of Non-Cash Investingand Financing TransactionsShares issued for mineral properties
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      31,500Shares received for mineral properties
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      15,920Shares issued on conversion of notes payable
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      513,425Shares issued for finders fees  equity financings
      $
      -
      
      $
      -
      
      $
      -
      
      $
      
      
      $
      9,400


- See Accompanying Notes -

---

- 7 -

Geocom Resources Inc.(An Exploration Stage
Company)Notes to Interim Consolidated
Financial StatementsDecember 31, 2007U.S. FundsUnaudited

1.      Basis of Presentation

The accompanying unaudited interim financial statements of
Geocom Resources, Inc. have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (SEC), and should be read in
conjunction with the audited financial statements and notes thereto contained in
the Companys registration statement filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
ended June 30, 2007 as reported in Form 10-KSB, have been omitted.

2.      Going Concern

Geocom's interim consolidated financial statements are prepared
using generally accepted accounting principles applicable to a going concern,
which contemplates that the Company will continue in operation for the
foreseeable future and will realize its assets and liquidate its liabilities in
the normal course of business. However, Geocom has no current source of revenue,
recurring losses, a working capital deficit of $168,450, a shareholders
deficiency of $123,959 and a deficit accumulated during the exploration stage of
$5,656,053as of December 31, 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 (note 12),
revenues from the acquisition, exploration and development of mineral interests,
if found. Geocom's ability to continue as a going concern is dependent on these
additional cash financings, the continued financial support of related parties
(note 11), and, ultimately, upon achieving profitable operations through
the development of mineral interests. The successful outcome of future
activities cannot be determined at this time. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

3.      Recent Adopted Accounting
Pronouncements

In March 2006, the FASB issued FAS 156, Accounting for
Servicing of Financial Assets, which amends FAS 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities with
respect to accounting for separately recognized servicing assets and servicing
liabilities. The Company adopted this statement effective July 1, 2007 and
management has determined that there has been no material impact on the
Companys financial statements since its adoption.

In June 2006, the FASB issued Accounting for Uncertain Tax
Positions  an Interpretation of FASB Statement No. 109, FIN 48, which
prescribes a recognition and measurement model for uncertain tax positions taken
or expected to be taken in the Companys tax returns. FIN 48 provides guidance
on recognition, classification, presentation, and disclosure of unrecognized tax
benefits. The Company adopted this statement effective July 1, 2007 and
management has determined that there has been no material impact on the
Companys financial statements since its adoption.

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Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

Recently Enacted Accounting Pronouncements, but not
effective at December 31, 2007

In September 2006, the FASB issued SFAS Statement 157, Fair
Value Measurements, which defines fair values, establishes a framework for
measuring fair value in GAAP, and requires enhanced disclosures about fair value
measurements. This statement applies when other accounting pronouncements
require or permit fair value measurements. SFAS Statement 157 will be adopted
July 1, 2008 as required by the statement. Management is currently assessing the
impact on the Companys financial statements.

In September 2006, the FASB issued FAS 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). The requirement to
measure plan assets and benefit obligations as of the date of the employer's
fiscal year-end statement of financial position (paragraphs 5, 6, and 9) is
effective for fiscal years ending after December 15, 2008. Management is
currently assessing the impact on the Companys financial statements.

In February 2007, the FASB issued FAS 159, Fair Value Option
for Financial Assets and Financial Liabilities, which permits entities to choose
to measure many financial instruments and certain other items at fair value,
effective for years beginning after November 15, 2007. Management is currently
assessing the impact on the Companys financial statements.

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Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

4.      Exploration Properties

Geocom entered into an option agreement dated November 29, 2005
with Latin American Minerals Inc. (Latin American) in respect to the companys
La Carolina project, located in Argentina. TNR Gold Corp. (TNR) is also a party
to the agreement as is its wholly owned subsidiary, Compania Minera Solitario
Argentina S.A. (Solitario) which currently holds title to the property. The
Companys chief financial officer is a director of TNR. The option agreement
requires Latin American to pay a total of $125,000 and issue a total of 125,000
shares to Geocom and TNR, as to equal parts, over a period of four years. The
Company has received $25,000 and 25,000 shares (fair value $27,741) to December
31, 2007. The next schedule payment of $12,500 and 25,000 share issuance to
Geocom is due on April 3, 2008. Pursuant to the option agreement, Latin American
has the right to earn an undivided 75% interest in the property by making the
cash and share payments and by incurring a total of $1,000,000 in exploration
expenditures on the property over a period of five years. As of January 31, 2008
Latin American has spent a total of $1, 470,395 on the property. 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 option agreement to earn a
55% interest on the Escorpion gold property from Minera Canela S.A. The property
is situated in the fourth region Province of Choapa in Chile. To earn its 55%
interest, Geocom must spend, at its option, $1,700,001 over four years on
exploration and development and with a firm commitment to spend $150,001
(completed - $236,678) in exploration on the property on or by December 31,
2005. Although 2005 drill results confirmed the presence of gold in multiple
zones, the ore potential was judged insufficient, at that time, to merit
additional expenditures. Minera Canela S.A. has filed a claim in Chile
challenging the Companys right to drop the property. Management have deemed the
claim to be without merit and have not accrued any costs in this regard.
Although the Company relinquished its option on the property in the 2007 fiscal
year, it has reopened discussions with the owners due to a re-evaluation of the
geology and mineral occurrence type and because the recent increase in gold
prices may allow for delineation of high-grade zones of lower tonnage than
originally envisioned. We made an offer to conduct additional exploration, which
is under consideration at this time.

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Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

4.      Exploration Properties (Continued)

The Company has signed an exploration venture with option to
participate agreement with Kinross Gold Corporation (Kinross) whereby Geocom
and Kinross will jointly explore certain areas in Chile, with any properties
acquired being shared on an equal basis. Kinross will have the option, subject
to certain conditions, to earn an additional 20% interest in each project. As at
June 30, 2007, Kinross had fully funded $551,014, representing its full share of
the initial exploration budgets. As at December 31, 2007, Kinross share of the
recent exploration budgets totals $50,769, which is reflected as exploration
expenditures receivable in these financial statements.

On May 20, 2003, Geocom entered into an agreement with TNR to
earn a 75% interest in TNR's option to earn a 70% interest in BHP Minerals
International Exploration Inc.'s (BHP) Iliamna Project in Alaska. The interest
earned is subject to a back-in right held by BHP to reacquire a 70% interest in
the project with an obligation to fund the project through a formal feasibility
study. BHP can earn an additional 10% interest by agreeing to arrange the
financing necessary to bring the project into commercial production.

On October 31, 2003, Geocom announced the staking of two gold
and base metal projects in Chile. The Santa Rosa and Marcelita properties are
located in the Zapallar mining district, southeast of Copiapó, Tierra Amarilla
County, Region III, Chile. The Corporation controls 100% of the property
staked.

On February 16, 2004, Geocom announced the acquisition, by
staking, of various claims that provide a 100% interest in several sediment
hosted copper and gold occurrences.

5.      Marketable Securities

The Company holds 25,000 shares of Latin American Minerals Inc.
(note 4), the fair value of which is $27,741 as at December 31, 2007
(June 30, 2007 - $19,748). In accordance with FAS 115, the Company has
classified these securities as Available for Sale and records unrealized gains
and losses as other comprehensive income.

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- 11 -

Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

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
December 31, 2007 are as follows:

|                                  |  |            |  |   |           |  |   | Additional | 
|--------------------------------- |  | ---------- |  | - | --------- |  | - | ---------- | 
|                                  |  | Shares     |  |   | Par Value |  |   | Paid in    | 
|                                  |  |            |  |   |           |  |   | Capital    | 
|Balance  beginning of period     |  | 27,192,788 |  | $ | 272       |  | $ | 5,145,028  | 
|Issued and fully paid:            |  |            |  |   |           |  |   |            | 
|Private placement (i)             |  | 500,000    |  |   | 5         |  |   | 99,995     | 
|Private placement (i)             |  | 1,250,000  |  |   | 13        |  |   | 249,987    | 
|Exercise of warrants              |  | 20,000     |  |   | -         |  |   | 5,000      | 
|Stock-based compensation (Note 7) |  | -          |  |   | -         |  |   | 16,598     | 
|Balance  end of period           |  | 28,962,788 |  | $ | 290       |  | $ | 5,516,608  | 

(i)                   
 During the period, the Company raised gross proceeds of $350,000 by way of
two private placements consisting of 1,750,000 units at a price of $0.20 per
unit. Each unit consists of one common share of the Company and one share
purchase warrant with each warrant entitling the holder to purchase an
additional common share of the Company for a period of one year at a price of
$0.25. The Company has agreed to seek a listing on the TSX-V and to file a
registration statement, by February 15, 2007, for these shares in the United
States. The Company will use its best efforts to cause the registration
statement to be declared effective within 145 days of obtaining the TSX-V
listing. In the event that either deadline is delayed, the Company will pay the
Investors liquidated damages of 1.5% of each Investor's proceeds for each 30
days of delay until one year from Closing. Upon completion of a TSX-V listing
the Company will seek to re-price the warrants to $0.20.

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.

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- 12 -

Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

7.      Stock Options
Continued

Option activity was as follows for the six-month period ended
December 31:

| |                               |  | 2007      |   |   | 2006           | 
| | ----------------------------- |  | --------- | - | - | -------------- | 
| |                               |  |           |   |   | Weighted-      | 
| |                               |  |           |   |   | average        | 
| |                               |  | Shares    |   |   | exercise price | 
| | Balance  beginning of period |  | 1,230,000 |   | $ | 0.26           | 
| | Granted                       |  | -         |   | $ | -              | 
| | Exercised                     |  | -         |   | $ | -              | 
| | Expired                       |  | (775,000  | ) | $ | 0.25           | 
| | Balance  end of period       |  | 455,000   |   | $ | 0.29           | 
| | Exercisable at end of period  |  | 323,000   |   | $ | 0.28           | 

Information about the options outstanding at December 31, 2007
is as follows:

Weighted-averageremainingExercise Price
    
    Options
    life
      in years
    Exercisable
    
    Expiry$ 0.25
    
    165,000
    1.08
    132,000
    
    January 27, 2009$ 0.25
    
    125,000
    1.22
    100,000
    
    March 20, 2009$ 0.35
    
    125,000
    1.84
    75,000
    
    November 1, 2009$ 0.35
    
    40,000
    2.01
    16,000
    
    January 2, 2010455,000
    1.41
    323,000


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Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

8.      Stock Based
Compensation

For the periods ended December 31, 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                |   | -    |  |   | 125,000 | 
|Average exercise price               | $ | -    |  | $ | 0.25    | 
|Estimated fair value of compensation | $ | -    |  | $ | 25,015  | 
|Estimated fair value per option      | $ | -    |  | $ | 0.20    | 

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         |  | -    |  |  | 4.56%   | 
|Expected dividend yield         |  | -    |  |  | 0.00%   | 
|Expected stock price volatility |  | -    |  |  | 106.38% | 
|Expected option life in years   |  | -    |  |  | 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 |   | 91,000 |  |  | 268,000 | 
|Stock-based compensation expense   | $ | 16,598 |  |  | 92,553  | 

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.

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- 14 -

Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

9. Stock Warrants

Warrant activity for the six-month period ended December 31 is
as follows:

| |                               |  | 2007      |   |   | 2006           | 
| | ----------------------------- |  | --------- | - | - | -------------- | 
| |                               |  |           |   |   | Weighted-      | 
| |                               |  |           |   |   | average        | 
| |                               |  | Warrants  |   |   | exercise price | 
| | Balance  beginning of period |  | 4,955,470 |   | $ | 0.50           | 
| | Issued                        |  | 2,111,524 |   | $ | 0.30           | 
| | Exercised                     |  | (20,000   | ) | $ | 0.25           | 
| | Expired                       |  | -         |   | $ | -              | 
| | Balance  end of period       |  | 7,046,994 |   | $ | 0.44           | 
| |                               |  |           |   |   |                | 
| | Exercisable at end of period  |  | 7,046,994 |   | $ | 0.44           | 

At December 31, 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, 2008416,818
    $ 0.50
    August 23, 20082,397,000
    $ 0.50
    January 8, 2009500,000
    $ 0.25
    November 7, 20081,250,000
    $ 0.25
    November 10, 20087,046,994


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Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

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:

| |                        |   |        |  |   |            |  |   | December |  |  |          | 
| | ---------------------- | - | ------ |  | - | ---------- |  | - | -------- |  |  | -------- | 
| |                        |   |        |  |   | Accumulat  |  |   | 31       |  |  | June 30  | 
| |                        |   |        |  |   | ed         |  |   | 2007     |  |  | 2007     | 
| |                        |   |        |  |   | Amortizati |  |   | Net Book |  |  | Net Book | 
| |                        |   | Cost   |  |   | on         |  |   | Value    |  |  | Value    | 
| | Furniture and fixtures | $ | 692    |  | $ | 671        |  | $ | 21       |  |  | 90       | 
| | Computer equipment     |   | 6,325  |  |   | 6,325      |  |   | -        |  |  | -        | 
| | Exploration equipment  |   | 18,558 |  |   | 5,588      |  |   | 12,970   |  |  | 13,576   | 
| |                        | $ | 25,575 |  | $ | 12,584     |  | $ | 12,991   |  |  | 13,666   | 

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. The
Company has paid or accrued $28,500 and $72,000 for services provided by these
related parties for the six months ending December 31, 2007 and 2006,
respectively.

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. Interest accrued on these loans to December 31, 2007
totals $1,925.

The Company holds a 50% equity interest on the La Carolina
project with a company in which Geocoms Chief Financial Officer is a
shareholder and director (note 4). At December 31, 2007, accounts payable
includes $52,631, which has been billed 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.

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- 16 -

Geocom Resources Inc.(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsDecember 31, 2007U.S. FundsUnaudited

12.    Subsequent Events

Subsequent to December 31, 2007, the Company received $100,000
upon executing a convertible promissory note with an arms length party. The
loan is repayable on demand with interest at 10% per annum and is convertible
into shares at any time at the option of the lender. The note is convertible to
common shares at a set price of $0.15

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- 17 -

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
Forward-looking statements are projections in respect of 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;
- 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.

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- 18 -

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.

In this quarterly 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, our Chilean subsidiary, Minera Geocom Resources-Chile
Limitada, and our newly-formed Delaware subsidiary, Geocom Resources Inc.

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.

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 un-exposed portions of the property (i.e., underground), possibly
trenching in these covered areas to allow sampling of the underlying rock.
Exploration also commonly includes systematic regularly spaced drilling in order
to determine the extent and grade of the mineralized system at depth and over a
given area, as well as gaining underground access by ramping or shafting in
order to obtain bulk samples that would allow one to determine the ability to
recover various commodities from the rock. Exploration might culminate in a
feasibility study to ascertain if the mining of the minerals would be economic.
A feasibility study is a study that reaches a conclusion with respect to the
economics of bringing a mineral resource to the production stage.

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- 19 -

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 the La Carolina property in Argentina covering approximately 2,030
hectares. We also own three properties in northern Chile, the Santa Rosa
property, the Marcelita property and the Cucaracha property. In addition, we are
conducting reconnaissance and exploration activities 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.

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 of this quarterly report, for additional information about
the risks of mineral exploration.

Recent Developments

On October 18, 2007 we entered into a letter of intent with
Goldmark Minerals Ltd. (TSX: GMK), an unrelated third party, whereby we agreed
to sell to Goldmark Minerals all of our interest in our Iliamna property and 49%
of our interest in the Santa Rosa and Marcelita properties. The terms of this
letter of intent are described in a Form 8-K filed by our company on December
10, 2007 and a copy of the letter of intent was attached as an exhibit to that
filing. This letter of intent continues to be subject to the completion of a due
diligence review of the properties by Goldmark Minerals and the negotiation and
execution of a formal acquisition agreement. The Company anticipates a
resolution to this letter of intent in the next 30 days.

We have recently decided to pursue a listing for our companys
common shares on the Canadian TSX Venture Exchange (also known as the TSX-V).
The TSX-V will not accept listing applications from companies incorporated in
Nevada unless the applicant either (i) amends its articles of incorporation or
bylaws to conform to certain requirements of the TSX-V intended to provide
shareholder protections substantially equivalent to the protections provided by
the Canada Business Corporations Act; or (ii) re-domesticates from Nevada
to another jurisdiction. We have not yet filed a listing application with TSX-V.
Depending on the outcome of these discussions, we may ask our shareholders to
approve either (a) the re-domestication of our company from Nevada to Delaware
or (b) an amendment to our articles of incorporation to include some or all of
the clauses requested by TSX-V.

On January 17, 2008, we formed a new Delaware company under the
name Geocom Resources Inc. If we decide to re-domesticate our company to
Delaware, we intend to ask our shareholders to approve doing so by way of a
merger with this wholly-owned Delaware subsidiary.

PLAN OF OPERATION

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 quarterly report.

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La Carolina Project, San Luis, Argentina

On October 26, 2005, we entered into an agreement with TNR Gold
Corp., Compania Minera Solitario Argentina S.A. and Latin American Minerals
Inc., whereby Latin American acquired an option to earn up to a 75% interest in
the 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. Latin American Minerals Inc. has conducted rock, trench and soil
sampling, and an extensive magnetic and IP geophysical survey. Using this
information, a program of 4489 metre of core drilling was executed between June
and September 2007. A total of $1,470,395 was spent on exploring the property.

Iliamna Project, Alaska, USA

On October 18, 2007, we entered into a letter of intent with
Goldmark Minerals Ltd. to sell the Iliamna project. Closing of the agreement is
subject to completion of a due diligence review by Goldmark Minerals and to the
execution of a formal agreement. Pending completion or termination of the
transactions contemplated by this agreement by February 16, 2008, we do not
anticipate incurring any expenditures on this property other than payment of
approximately $30,000 in fees to preserve our title.

Cucaracha, Chile

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. As of December 31, 2007, we have spent a total
of $3,000 on exploration of the Cucaracha property.

Santa Rosa and Marcelita, Chile

On October 18, 2007, we entered into a letter of intent with
Goldmark Minerals Ltd. to sell 49% of our interest in the Santa Rosa and
Marcelita properties. Closing of the agreement is subject to completion of a due
diligence review by Goldmark Minerals and to the execution of a formal
agreement. Pending completion or termination of the transactions contemplated by
this agreement by February 16, 2008, we do not anticipate incurring any
expenditures on this property other than payment of approximately $12,000 in
fees to preserve our title.

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

Over the next 12 months we are continuing our Chile-Recon
exploration and reconnaissance program. This program will consist of general
prospecting and geochemical sampling in previously unvisited areas of the claims
as well as geological mapping and geochemical sampling of previous located
anomalous areas. The entire program is estimated to cost $551,793 of which
Geocom is responsible for 50% ($275,897). Through December 31, 2007, we have
spent $1,054,342 on this project.

Kinross Gold Corporation

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

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- 21 -

As at December 31, 2007, Kinross has funded its 50% share of
the initial exploration budgets, which totalled $2,108,684.

We have projected a budget of US $551,793, of which Geocoms
portion will be US $275,897, for mapping and geochemical sampling during the
period December 31, 2007  December 31, 2008:

Geologist
    $
    86,000Assistants
    
    31,200Geochemistry
    
    51,000Geologic map
    
    15,000Helicopter
    
    186,000Camp & logistics
    
    52,000Report & target selection
    
    15,000field cost subtotal
    $
    436,200G&A @ 15%
    
    65,430Project subtotal
    $
    501,630Contingency @ 10%
    
    50,163Total Cost to
      establish drill targets
    $
    551,793


The budget is approximately $551,793 for the program, which
began in December 2007 and ends 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 $275,897. 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.

Anticipated Cash Requirements

Our estimated expenses for the next 12 months are as follows:

Expense
    
    CostAdministrative Expenses
    $
    60,000Legal and Accounting Expenses
    $
    60,000Consulting Expenses
    $
    120,000La Carolina Project
    $
    0Iliamna Project
    $
    30,000Cucaracha
    $
    4,200Santa Rosa and Marcelita
    $
    12,000South Chile Recon Program
    $
    275,897Total
    $
    599,897


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- 22 -

We recorded a net loss of $310,173 for the six months ended
December 31, 2007 and have an accumulated deficit of $5,656,053 since inception.
As at December 31, 2007, we had cash reserves in the amount of $127,341. This is
less than the $599,897 that our management anticipates spending on our
exploration and development programs and the anticipated costs associated with
our continuing operations. Accordingly, we expect that we will need to obtain
additional financing in the near future. See Future Financings, below.

Results of Operations

Second Quarter and Six Month Summary

Second Quarter Ended December 31
    
    Six Months Ended December 31Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2007
    2006
    (Decrease)
    
    2007
    2006
    (Decrease)Revenue
    0
    0
    0
    
    0
    0
    0Operating Expenses
    $195,235
    $199,680
    (2.2)
    
    $310,173
    $405,940
    (23.6)Interest and Dividend
    0
    0
    0
    
    0
    0
    0IncomeNet Loss
    $195,235
    $201,855
    (3.3)
    
    $310,173
    $408,115
    (24.0)


Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of mineral projects. We are currently in the exploration
stage of our business and we can provide no assurances that we will discover
commercially exploitable resources on our properties, or if such resources are
discovered, that we will be able to enter into commercial production.

Expenses

Our operating expenses for the quarters ended December 31, 2007
and December 31, 2006 are outlined in the table below:

Second Quarter Ended December 31
    
    Six Months Ended December 31Percentage
    
    
    
    PercentageIncrease /
    
    2007
    2006
    Increase /2007
    2006
    (Decrease)
    
    2007
    2006
    (Decrease)Mineral exploration
    $95,752
    $155,974
    (38.6)
    
    $121,520
    167,714
    (27.5)Oil & gas
      activities
    0
    0
    0
    
    0
    0
    0General &
    $99,483
    $43,706
    127.6
    
    $188,635
    $238,226
    (20.8)AdministrativeTotal Operating
    $195,235
    $199,680
    (2.2)
    
    $310,173
    $405,940
    (23.6)Expenses


Operating expenses for the six months ended December 31, 2007
decreased by 23.6% as compared to the comparative period in 2006 primarily as a
result of lower exploration and by 3 directors reducing their monthly
compensation from $2,500 to $500 per month which reduced the administration
costs.

Equity Compensation

As at December 31, 2007, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our executive officers.

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- 23 -

Liquidity and Financial Condition

|Working Capital     |                            |                            |                      
|------------------- | -------------------------- | -------------------------- | ---------------------
|                    |                            |                            | Percentage           
|                    | At
      December 31, 2007 | At
      December 31, 2006 | Increase / (Decrease)
|Current Assets      | $280,701                   | $117,128                   | 139.7                
|Current Liabilities | $449,151                   | $345,355                   | 30.1                 
|Working Capital     | ($168,450)                 | ($228,227)                 | 26.2                 

|Cash Flows                                          |                   |                  
|--------------------------------------------------- | ----------------- | -----------------
|                                                    | Six Months Ended  | Six Months Ended 
|                                                    | December 31, 2007 | December 31, 2006
|Cash Flows used in Operating
      Activities       | ($370,860)        | ($491,891)       
|Cash Flows used in Investing Activities             | ($765)            | ($3,651)         
|Cash Flows provided by
      Financing Activities   | $401,925          | $401,169         
|Effects of exchange rates on cash                   | $(1,455)          | 304              
|Net Increase (Decrease) in
      Cash During Period | $28,845           | ($94,069)        

At December 31, 2007, our total assets were $325,192, which
consisted primarily of cash assets of $127,341, other assets of $166,351 and
capitalized mineral property acquisition costs of $31,500.

Current liabilities for the six months ended December 31, 2007
increased by 16.2% as compared to the balance as at June 30, 2007, primarily as
a result of funds received from related parties to fund operations.

The principal components of the losses for the period ended
December 31, 2007 were mineral exploration expenditures and general and
administrative costs. For the six months ending December 31, 2007, four
directors each receive $500 per month and one director receives $7,500 per month
for services performed on behalf of our company.

Operating expenses for the six months ended December 31, 2007
decreased by 23.6% as compared to the comparative period in 2006 primarily as a
result of lower mineral exploration expenditures and lower general and
administrative costs.

Future Financings

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.

Off-Balance Sheet Arrangements

None

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- 24 -

Application of Critical Accounting Policies

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

Use of Estimates

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

Basic and Diluted Net Income (Loss) Per Share

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

Cash and Cash Equivalents

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

Mineral Properties

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

Recently Enacted Accounting Standards  not effective at
December 31, 2007

In September 2006, the FASB issued SFAS Statement 157, Fair
Value Measurements, which defines fair values, establishes a framework for
measuring fair value in GAAP, and requires enhanced disclosures about fair value
measurements. This statement applies when other accounting pronouncements
require or permit fair value measurements. SFAS Statement 157 will be adopted
July 1, 2008 as required by the statement. Management is currently assessing the
impact on the Companys financial statements.

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- 25 -

In September 2006, the FASB issued FAS 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). The requirement to
measure plan assets and benefit obligations as of the date of the employer's
fiscal year-end statement of financial position (paragraphs 5, 6, and 9) is
effective for fiscal years ending after December 15, 2008. Management is
currently assessing the impact on the Companys financial statements.

In February 2007, the FASB issued FAS 159, Fair Value Option
for Financial Assets and Financial Liabilities, which permits entities to choose
to measure many financial instruments and certain other items at fair value,
effective for years beginning after November 15, 2007. Management is currently
assessing the impact on the Companys financial statements

Financial Instruments

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

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 quarterly report on Form
10-QSB 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.

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.

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- 26 -

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.

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- 27 -

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

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

Mineral prices are subject to dramatic and unpredictable
fluctuations.

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

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

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

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

---

- 28 -

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 December 31, 2007, we suffered losses of
$5,656,053 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 $127,341 and a working capital deficit of
approximately ($168,450) at December 31, 2007. We estimate our average monthly
operating expenses to be approximately $50,000 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 quarterly report on Form 10-QSB 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 notes to our interim
consolidated financial statements for the period ended December 31, 2007, which
are included with this quarterly report. Although our interim consolidated
financial statements raise substantial doubt about our ability to continue as a
going concern, they do not reflect any adjustments that might result if we are
unable to continue our business.

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

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

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

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

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- 29 -

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 $5.00per
share or an exercise price of less than $5.00per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

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- 30 -

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

Our officers and directors own a total of 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 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at December 31, 2007, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and our principal financial officer. Based on this evaluation,
our principal executive officer and our principal financial officer have
concluded that the design and operation of our disclosure controls and
procedures are effective as at the end of the period covered by this report.
There were no changes in our internal control over financial reporting or in
other factors that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting in our most
recent fiscal quarter.

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

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- 31 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

The following sales of our securities have taken place since
September 30, 2007, the date of our last quarterly report:

|1. | On November 17, 2007 we completed a private placement
        consisting of 500,000 units at a price of $0.20 per unit with one accredited
        investor for total proceeds of $100,000. Each unit consists of one common
        share and one share purchase warrant. Each share purchase warrant entitles
        the holder to purchase one additional common share at an exercise price
        of $0.50 for a period of one year after the date of the subscription agreement.
        We have agreed to re-price the warrant exercise price to $0.20 per share
        following completion of a listing of our shares on the TSX Venture Exchange.
        For each sale of these units we relied upon the exemption for registration
        provided for accredited investors pursuant to Rule 506 of Regulation D,
        promulgated under the Securities Act of 1933, as amended.  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As a condition of the private placement, we have agreed
        to file a registration statement within 90 days of the closing date of
        the private placement registering all of the shares issued. In the course
        of preparing an SB-2 Registration statement it came to our attention that
        the U.S. Securities and Exchange Commission has phased out Regulation
        SB, which is no longer available and we are transitioning to a Form S-1.
        Due to this transition, we have asked private placees for an extension
        of the filing by 45 days. As well, we have agreed to make an application
        for our securities, including those issued in the private placement, to
        be listed on the TSX Venture Exchange.                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | On November 20, 2007 we completed a private placement
        consisting of 1,250,000 units at a price of $0.20 per unit with one accredited
        investor for total proceeds of $250,000. Each unit consists of one common
        share and one share purchase warrant. Each share purchase warrant entitles
        the holder to purchase one additional common share at an exercise price
        of $0.50 for a period of one year after the date of the subscription agreement.
        We have agreed to re-price the warrant exercise price to $0.20 per share
        following completion of a listing of our shares on the TSX Venture Exchange.
        For each sale of these units we relied upon the exemption for registration
        provided for accredited investors pursuant to Rule 506 of Regulation D,
        promulgated under the Securities Act of 1933, as amended.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As a condition of the private placement, we have agreed
        to file a registration statement within 90 days of the closing date of
        the private placement registering all of the shares issued. As well, we
        have agreed to make an application for our securities, including those
        issued in the private placement, to be listed on the TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | There is no agents fee payable on the private
        placements. Proceeds of the private placement will be used for exploration
        and development of our properties and working capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | On January 24, 2008 the Registrant sold one convertible
        promissory note in the face amount of $100,000 to one accredited investor
        who is not a U.S. Person. This convertible note was sold in an offshore
        transaction pursuant to the exemption from the registration requirements
        of the Securities Act of 1933 established in Rule 903 of Regulation S,
        promulgated thereunder. The convertible note evidences a debt due on demand
        that bears interest at a rate of 10% per annum. The holder of the convertible
        note may convert part or all of the sums due at any time and from time-to-time,
        at its discretion, plus accrued interest, into common shares of the Registrant
        at a conversion price of $0.15 per share.                                                                                                

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

Effective December 31, 2007, Mr. Clyde Harrison resigned as a
director of our company. In his resignation, Mr. Harrison explained that he was
unable to continue to devote any time to our business due to his need to devote
his full time and attention to another business matter.

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- 33 -

ITEM 6. EXHIBITS.

Exhibits required by Item 601 of Regulation
S-B

Exhibit Number
    Description(3)
    Articles of Incorporation and Bylaws3.1
    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 Indentures4.1
    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 Contracts10.1
    Cash Call No. 2 dated May 1, 2001 (incorporated by
      reference from our Registration Statement on Form SB-2, filed on June 7,
      2001).10.2
    Assignment Agreement dated May 4, 2001 (incorporated by
      reference from our Registration Statement on Form SB-2, filed on June 7,
      2001).10.3
    Option Agreement dated May 1, 2003 between Geocom
      Resources Inc. and TNR Resources Ltd. (incorporated by reference from our
      Amended Current Report on Form 8-K/A, filed on May 5, 2003).10.4
    Option Agreement dated May 7, 2003 between Geocom
      Resources Inc. and TNR Resources Ltd. (incorporated by reference from our
      Current Report on Form 8-K, filed on May 20, 2003).10.5
    Consulting Agreement dated effective December 1, 2003
      with Jim Chapman (incorporated by reference from our Quarterly Report on
      Form 10-QSB, filed on February 20, 2004).10.6
    Consulting Agreement dated effective December 1, 2003
      with Jeffrey A. Jaacks (incorporated by reference from our Quarterly
      Report on Form 10-QSB, filed on February 20, 2004).10.7
    Consulting Agreement dated effective January 1, 2004 with
      John Benglesdorf (incorporated by reference from our Quarterly Report on
      Form 10-QSB, filed on February 20, 2004).10.8
    Consulting Agreement dated effective January 1, 2004 with
      Ellsworth Geological, PC (incorporated by reference from our Quarterly
      Report on Form 10-QSB, filed on February 20, 2004).10.9
    Consulting Agreement dated January 19, 2004 with Gary
      Schellenberg (incorporated by reference from our Quarterly Report on Form
      10-QSB, filed on February 20, 2004).10.10
    Consulting Agreement dated January 19, 2004 with Roberto
      Lara (incorporated by reference from our Quarterly Report on Form 10-QSB,
      filed on February 20, 2004).10.11
    Form of Stock Option Agreement for January 21, 2004 grant
      of stock options (incorporated by reference from our Annual Report on Form
      10-KSB filed on October 14, 2004)10.12
    Consulting Agreement dated July 23, 2004 with Elizabeth
      Torry (incorporated by reference from our Annual Report on Form 10-KSB
      filed on October 14, 2004)10.13
    Form of Stock Option Agreement for July 26, 2004 grant of
      stock options (incorporated by reference from our Annual Report on Form
      10-KSB filed on October 14, 2004)10.14
    Consulting Agreement dated July 26, 2004 with Aruba
      Capital Inc. (incorporated by reference from our Annual Report on Form
      10-KSB filed on October 14, 2004)10.15
    Consulting Agreement dated July 24, 2004 with Charles
      Madden (incorporated by reference from our Annual Report on Form 10-KSB
      filed on October 14, 2004)


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- 34 -

Exhibit Number
      Description10.16
      Consulting Agreement dated
          July 24, 2004 with Harvey Lawson (incorporated by reference from our
          Annual Report on Form 10-KSB filed on October 14, 2004)10.17
      Form of Securities Purchase
          Agreement for October 2004 private placements (incorporated by reference
          from our Registration Statement on Form SB-2 filed on December 1, 2004).10.18
      Option Agreement dated November
          10, 2004 between Geocom Resources Inc. and TNR Resources Ltd. amending
          the terms of the Option Agreement dated May 7, 2003. (incorporated by
          reference from our Annual Report on Form 10-KSB filed on October 6,
          2006)10.19
      Consulting Agreement dated
          December 2, 2004 with Clyde Harrison (incorporated by reference from
          our Current Report on Form 8-K filed on December 2, 2004)10.20
      Stock Option Agreement dated
          December 8, 2004 with Clyde Harrison (incorporated by reference from
          our Annual Report on Form 10-KSB filed on October 6, 2006)10.21
      Option Agreement dated January
          10, 2005 between Minera Geocom Resources-Chile Limitada and Minera Canela
          Limitada. (incorporated by reference from our Annual Report on Form
          10-KSB filed on October 6, 200610.22
      Investor Relations Agreement
          dated February 15, 2005 with Destiny Media Communications Inc. (incorporated
          by reference from our Current Report on Form 8-K filed on April 13,
          2005)10.23
      Letter agreement dated March
          14, 2005 between Geocom Resources Inc., Minera Geocom Resources-Chile
          Limitada and Robert Mitchell (incorporated by reference from our Annual
          Report on Form 10-KSB filed on October 6, 2006)10.24
      Option Agreement dated October
          26, 2005 between Geocom Resources Inc., TNR Resources Ltd., Compania
          Minera Solitario Argentina S.A. and Latin American Minerals Inc. amending
          the terms of the Option Agreement dated May 1, 2003. (incorporated by
          reference from our Current Report on Form 8-K filed on December 7, 2005)10.25
      Form of Stock Option Amendment
          Agreement dated January 27, 2006 (incorporated by reference from our
          Annual Report on Form 10-KSB filed on October 6, 2006)10.26
      Form of Stock Option Amendment
          Agreement dated January 27, 2006 (incorporated by reference from our
          Annual Report on Form 10-KSB filed on October 6, 2006)10.27
      Letter agreement dated March
          16, 2006 between Geocom Resources Inc. and Kinross Gold Corp. (incorporated
          by reference from our Current Report on Form 8-K, filed on May 21, 2006).10.28
      Form of Subscription Agreement
          for 2,483,176 units at a price of $0.17 per unit for total proceeds
          of $422,139.92 (incorporated by reference from our Current Report on
          Form 8-K filed on August 28, 2006)10.29
      Form of Subscription Agreement
          2,263,000 units at a price of $0.17 per unit for total proceeds of $384,710.(incorporated
          by reference from our Current Report on Form 8-K filed on January 10,
          2007)10.30
      Form of Subscription Agreement
          with Pamela Fronek (incorporated by reference from our Current Report
          on Form 8-K filed on January 31, 2007)10.31
      Letter agreement with Goldmark
          Minerals dated October 18, 2007 (incorporated by reference from our
          Current Report on Form 8-K filed on December 11, 2007)10.32
      Form of Subscription Agreement
          with Humbolt Capital (incorporated by reference from our Current Report
          on Form 8-K filed on December 11, 2007)10.33
      Form of Subscription Agreement
          with Alliance Capital (incorporated by reference from our Current Report
          on Form 8-K filed on December 11, 2007)10.34
      Convertible Promissory Note dated January 24, 2008 (incorporated
        by reference from our Current Report on Form 8-K filed on February 11,
        2008)(13)
      Annual Report to Security
          Holders13.1
      Annual Report for the year ended December 31,
        2006 (incorporated by reference from our Annual Report on Form 10-KSB
        filed on October 6, 2006);


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- 35 -

Exhibit Number
      Description(14)
      Code of Ethics14.1
      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
          Accountant16.1
      Letter from Davidson &
          Company (incorporated by reference to our Current Report on Form 8-K
          filed on May 9, 2003).16.2
      Letter from Malone & Bailey,
          PLLC (incorporated by reference to our Current Report on Form 8-K filed
          on September 17, 2004).16.3
      Letter from Lopez, Blevins,
          Bork & Associates, L.L.P (incorporated by reference to our Current
          Report on Form 8-K filed on January 13, 2006)16.4
      Letter from Staley, Okada
          & Partners (incorporated by reference to our Current Report on Form
          8-K filed on May 17, 2007(21)
      Subsidiaries21.1
      Minera Geocom Resources-Chile
          Limitada, a Chilean corporation.21.2
      Geocom Resources Inc., a Delaware
          corporation31 & 32
      Certifications31.1*
      CEO
          Certification pursuant to Rule 13a-14(a) under the Securities Exchange
          Act of 193431.2*
      CFO
          Certification pursuant to Rule 13a-14(a) under the Securities Exchange
          Act of 193432.1*
      CEO
          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 200232.2*
      CEO
          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002


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- 36 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GEOCOM RESOURCES INC.

|Date February 13, 2008 | /s/
      John Hiner                         | 
|---------------------- | -------------------------------------------- | 
|                       | John Hiner, President and CEO                | 
|                       | (Principal Executive Officer and a director) | 
|                       |                                              | 
|Date February 13, 2008 | /s/
      Paul Chung                         | 
|                       | Paul Chung, Chief Financial Officer          | 
|                       | (Principal Financial Officer,                | 
|                       | Principal Accounting Officer and a director) | 
|                       |                                              | 
|Date February 13, 2008 | /s/
      Andrew Stewart                     | 
|                       | Andrew Stewart                               | 
|                       | Director                                     | 
|                       |                                              | 
|Date February 13, 2008 | /s/
      Talal Yassin                       | 
|                       | Talal Yassin                                 | 
|                       | Director                                     | 

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