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  September 30, 2004

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

For the transition period from __________ to __________

Commission file number  333-62482

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

|Nevada                                                         |  | 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 [   ]

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  17,716,675 common shares issued and outstanding as of November 1, 2004

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

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PART I  -  FINANCIAL INFORMATION

Item 1.  Financial Statements.



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

|                                                                                                         |  | September 30,
2004   
|-------------------------------------------------------------------------------------------------------- |  | ---------------------
|ASSETS                                                                                                   |  |                      
|Current assets                                                                                           |  |                      
|Cash                                                                                                     |  | $      131,408       
|Other current assets                                                                                     |  | 587                  
|Total current assets                                                                                     |  | 131,995              
|Property and equipment, net                                                                              |  | 1,627                
|TOTAL ASSETS                                                                                             |  | $      133,622       
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     |  |                      
|Current liabilities
    Accounts payable & accrued liabilities                                           |  | 7,550                
|Advances - related parties
     Total Current liabilities                                                |  | 26,500
        34,050
|STOCKHOLDERS' EQUITY:                                                                                    |  |                      
|Common stock, $.00001 par value, 100,000,000 shares authorized, 17,716,675 shares issued and outstanding |  | 178                  
|Additional paid in capital                                                                               |  | 2,200,352            
|Deficit accumulated during the exploration stage                                                         |  | (2,100,958)          
|Total Stockholders' Equity                                                                               |  | 99,572               
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                               |  | $       133,622      

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GEOCOM RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                                     | Three months ended
September 30, |  |               | Inception through
September 30,
|------------------------------------ | -------------------------------- |  | ------------- | -------------------------------
|                                     | 2004                             |  | 2003          |                                
|Operating expenses:                  |                                  |  |               |                                
|Exploration expenditures             | 207,109                          |  | 213,791       |                                
|Oil and gas activities               | -                                |  | -             |                                
|Other general and Administrative     | 141,375                          |  | 39,868        |                                
|Loss from operations                 | 348,484                          |  | 253,659       |                                
|Interest expense                     | -                                |  | 54,374        |                                
|                                     |                                  |  |               |                                
|Net loss                             | $  (348,484)                     |  | $   (308,033) |                                
|Net loss per share:                  |                                  |  |               |                                
|Basic and diluted                    | $     (0.02)                     |  | $     (0.02)  |                                
|Weighted average shares outstanding: |                                  |  |               |                                
|Basic and diluted                    | 17,693,383                       |  | 16,940,017    |                                

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GEOCOM RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|                                                                           | Three Months Ended 
September 30, |  | Inception through
September 30,
2004
|-------------------------------------------------------------------------- | --------------------------------- |  | ------------------------------------
|2004                                                                       | 2003                             
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |                                   |  |                                     
|Net loss                                                                   | $(348,484)                        |  | $(308,033)                          
|Adjustments to reconcile net deficit to cash used by operating activities: |                                   |  |                                     
|Amortization of debt discount                                              | -                                 |  | 53,396                              
|Depreciation                                                               | 231                               |  | 231                                 
|Common shares issued for services                                          | -                                 |  | -                                   
|Stock purchase options issued for services                                 | 91,373                            |  | -                                   
|Change in:                                                                 |                                   |  |                                     
|Other current assets                                                       | -                                 |  | -                                   
|Accounts payable and accrued liabilities                                   | 4,197                             |  | (20,850)                            
|NET CASH USED IN OPERATING ACTIVITIES                                      | (252,683)                         |  | (275,256)                           
|                                                                           |                                   |  |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |                                   |  |                                     
|Purchase of property and equipment                                         | -                                 |  | -                                   
|                                                                           | -                                 |  | -                                   
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |                                   |  |                                     
|Proceeds from notes payable                                                | -                                 |  | -                                   
|Proceeds from notes payable - related parties                              | -                                 |  | -                                   
|Repayment of notes payable - related parties                               | -                                 |  | -                                   
|Proceeds from advances - related parties                                   | -                                 |  | 15,000                              
|Repayments from advances - related parties                                 | (24,782)                          |  | -                                   
|Issuance of common stock                                                   | 250,000                           |  | -                                   
|CASH FLOWS FROM FINANCING ACTIVITIES                                       | 225,218                           |  | 15,000                              
|NET CHANGE IN CASH                                                         | (27,465)                          |  | (260,256)                           
|Cash, beg. of period                                                       | 158,873                           |  | 447,976                             
|Cash, end of period                                                        | $131,408                          |  | $ 187,720                           
|                                                                           |                                   |  |                                     
|SUPPLEMENTAL CASH FLOW INFORMATION                                         |                                   |  |                                     
|Interest paid                                                              | $-                                |  | $-                                  
|Income taxes paid                                                          | $-                                |  | $-                                  



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

NOTE 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 end June 30, 2004 as reported in Form 10-KSB, have been omitted.

NOTE 2 - RECLASSIFICATIONS

Certain amounts in the September 30, 2003 financial statements have been reclassified to conform with the September 30, 2004 financial statement presentation.

NOTE 3 - CAPITAL STOCK

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

NOTE 4 - SHARE PURCHASE OPTIONS

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

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

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The pro forma effect on net loss as if the fair value of stock-based compensation had been recognized as compensation expense on a straight-line basis over the vesting period of the stock options or purchase right was as follows for the three months ended September 30, 2004 and 2003:

|                                                                                                 | Three Months Ended September 30,
|------------------------------------------------------------------------------------------------ | --------------------------------
|                                                                                                 | 2004                            
|Net loss, as reported                                                                            | $         (348,484)             
|Add: Stock-based employee compensation included in reported net loss                             | -                               
|Less: Stock-based employee compensation determined under fair value based method for all rewards | (146,442)                       
|Pro forma net loss                                                                               | $          (494,926)            
|Basic and diluted net loss per share                                                             |                                 
|As reported                                                                                      | $                (0.02)         
|Pro forma                                                                                        | $                (0.03)         

NOTE 5 -RELATED PARTIES

Consulting fees - related parties consist of legal, marketing, and financial consulting services received from four directors.  For the three months ended June 30, 2004, $15,000 of expenses was incurred and $24,000 remains outstanding to these directors at the period end.

NOTE 6 -SUBSEQUENT EVENTS

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

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Item 2.  Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our company", and "Geocom" mean Geocom Resources Inc. and our subsidiary, unless otherwise indicated.  All dollar amounts refer to US dollars unless otherwise indicated.

Background

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

General

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development at and we must expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest at La Carolina.We had spent $196,060 on the property by March 31, 2004, a total of $287,162 by June 30, 2004 and a total of $354,756 by September 30, 2004. We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. As a result, our directors and officers have transferred a total of 50,000 of their shares to TNR to date. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

On May 16, 2003, we entered into an agreement in principle with TNR and BHP Minerals International Exploration Inc. ("BHP") to earn a majority interest in BHP's Iliamna Project in Alaska. On May 20, 2003, we announced that we had entered into a formal agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP's Iliamna Project in Alaska. Upon accomplishing our earn-in obligations, we will hold a 52.5% net interest in

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the project. To earn our interest, we must expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. The Company had spent $399,018 by March 31, 2004, a total of $460,860 by June 30, 2004, and a total of $568,952 by September 30, 2004.  The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production.

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

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

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

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

Competitive Factors

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

Current Projects

La Carolina Project, San Luis, Argentina

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development and we must expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest at La Carolina.We had spent $196,060 on the property by March 31, 2004, a total of $287,162 by June 30, 2004 and a total of $354,756 by September 30, 2004. We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. As a result, our directors have transferred a total of 50,000 of their shares to TNR to date. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

Property and Claims

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

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

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

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

Location and Access

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

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

Agreement and Terms

We have option agreements with TNR in respect of the property.  To earn our 75% interest, we must make exploration expenditures of $2,000,000 prior to May 3, 2007, and we must expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest. We spent $196,060 by March 31, 2004, a total of $287,162 by June 30, 2004 and have spent a total of $354,756 by September 30, 2004.

Previous Work

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

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

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Property Description

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

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

Property Geology

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

The volcanic complex at La Carolina comprises of a

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

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

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

Proposed Exploration Program

General

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

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

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

Proposed Exploration Program

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

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

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

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

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

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

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

Regulations

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

- Locating claims
- Posting claims
- Working and exploring on mining claims
- Reporting on work performed

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

Explorations

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

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

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

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

We are encouraged by the results of the compilation studies, which in combination with the results of the subsequent fieldwork, served to guide the drill in 2004. In June 2004, a planned 3,500 meter core drilling program commenced on the property.  The Company plans to drill test multiple gold zones located in each of the Estancia, Cerro Mogote,

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Cerro Pajaros, and El Camino zones.  On September 1, 2004, we announced the drill and assay results of a 2,500 meter, 15 hole core drilling program on the property.

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

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

Selected assays for the holes are shown below:



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



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

Iliamna Project, Alaska, USA

On May 16, 2003, we entered into an agreement in principle with TNR and BHP Minerals International Exploration Inc. ("BHP") to earn a majority interest in BHP's Iliamna Project in Alaska. On May 20, 2003, we announced that we had entered into a formal agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP's Iliamna Project in Alaska. Upon accomplishing our earn-in obligations, we will hold a 52.5% net interest in the project. To earn our interest, we must expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. The Company had spent $399,018 by March 31, 2004, a total of $460,860 by June 30, 2004 and a total of $568,952 by September 30, 2004. The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production.

Property and Claims

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

Location and Access

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

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Agreement and Terms

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

Previous Work

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

Property Description

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

Property Geology

The main rock types occurring in the surrounding area are Upper Triassic andesites and andesitic breccia and tuffs of the Karmutsen Formation, Vancouver Group, which are intruded by granodiorite of the Early to Middle Jurassic Island Intrusions, and Tertiary dacitic dykes.  The rocks are cut by northwest trending faults, which typically show intense shearing and local sericitization, silicification and pyritization.  Planar quartz veinlets trend northeast through andesitic breccias and flow near the contact with granitic intrusives.  The veinlets dip steeply and vary from 0.1 to 10 centimetres thick. Veins comprise coarsely crystalline quartz, calcite and sulphides, which include pyrrhotite, pyrite, chalcopyrite, arsenopyrite, sphalerite and galena. The veins are locally silicified. (Assessment Reports 9606, 12767).

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

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

Proposed Exploration

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

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

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

Exploration Program

Previous reconnaissance-level airborne magnetic studies defined a large anomaly in western Alaska.  Follow up ground-based geophysical analysis confirmed the regional anomaly and further defined target areas for additional

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work.  Because the area is completely covered by recent glacial till and glacially derived materials, the standard progression of exploration has been foreshortened, and drilling is required to test the validity of the geophysical anomaly.

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

Regulations

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

Explorations

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

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

At the "H" claims, the drill hole IL-03-H-01 encountered bedrock at 220 feet, and was drilled to a final depth of 685 feet.  The core is a very fine-grained metamorphic rock, which is host to fracture-controlled and disseminated sulfide minerals consisting of chalcopyrite, pyrrhotite, and traces of molybdenite.  Drill hole IL-03-H-02 was drilled about 0.6 miles southwest of the first hole, at a - 70 degree angle, and encountered quartz diorite intrusive at 280 feet, which continued to a total depth of 835 feet.  The intrusive contains disseminated and fracture-controlled chalcopyrite, pyrrhotite, and pyrite as well as fracture-controlled chalcopyrite.  The following table provides the weighted gold and copper assays for each entire hole, as well as selected intervals within each hole.



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

At the "D" claims, the final two holes of this year's program were terminated at 428 feet and 330 feet in glacial sands, and did not reach bedrock due to adverse drilling conditions.  Estimates of depth to bedrock in this area, based on geophysical data, were substantially shallower; as a result the Registrant has asked its geophysicists to review the original data for an explanation of the disparity.

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

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

Santa Rosa and Marcelita, Chile

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

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

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

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

RISK FACTORS

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

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

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

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

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

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

We have not yet realized any revenues.  We have limited operating history upon which an evaluation of our future success or failure can be made.  Our net loss since inception to September 30, 2004 is $2,100,958.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

- Our ability to locate a profitable mineral property;
- Our ability to generate revenues; and
- Our ability to reduce exploration costs.

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

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

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

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

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

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

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

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

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

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

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

-17-

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

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

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

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

Our officers and directors own a total of 7,650,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.

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

Plan of Operation

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

Plan of Operations - Next 12 Months

We intend to continue our exploration activities in Alaska, Argentina and Chile.  Our personnel are continuously evaluating new opportunities that become available via network contracts, on ground exploration, or via submittal from independent sources.  We anticipate we will require $1,005,000 for the 12 months ending September 30, 2005 to fund our obligations in respect of our various properties and for our ongoing operational expenses.

-18-

We intend to finance our activities via a brokered private placement.  As of October 18, 2004 we have raised approximately $995,000 under a private placement of units at a price of $0.40 per unit.

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

Financial Condition, Liquidity and Capital Resources

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

At September 30, 2004, there was a working capital of $97,945 compared to a working capital of $65,792 at September 30, 2003.

At September 30, 2004, our total assets were $133,622, which consisted primarily of cash assets of $131,408.

At September 30, 2004, our total current liabilities decreased to $34,050 from $125,515 at September 30, 2003.

We posted losses of $348,484 for the three months ending September 30, 2004 and $2,100,958 since inception to September 30, 2004.  The principal components of the losses for the three months ended September 30, 2004 were administrative expenses of $141,375 and exploration expenses of $207,109.  By comparison, as of the three months ended September 30, 2003 we had incurred exploration expenditures of $213,791.  The principal components of the losses since inception through September 30, 2004 were administrative and exploration expenses of $141,375 and $207,109.

Operating expenses for the three months ending September 30, 2004 were $348,484, compared to the three months ending September 30, 2003, which were $253,659.

At September 30, 2004, we had cash on hand of $131,408.

On July 1, 2004, we issued 357,143 units to one investor, at a price of $0.70 per unit, each unit being comprised of one share of our common stock and one share purchase warrant for gross proceeds of $250,000. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.85 per share for a period of two years from July 2, 2004.

On October 18, 2004, we issued 2,487,500 units to 36 accredited investors, at a price of $0.40 per unit, each unit being comprised of one share of our common stock and one share purchase warrant for gross proceeds of $995,000. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.50 per share for a period of five years from October 18, 2004.

On October 28, 2004, we issued 612,500 units to 12 accredited investors, at a price of $0.40 per unit, each unit being comprised of one share of our common stock and one share purchase warrant for gross proceeds of $245,000. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.50 per share for a period of five years from October 28, 2004.

Going Concern

We have historically incurred losses, and through September 30, 2004 have incurred losses of $2,100,958 from our inception.  Because of these historical losses, we will require additional working capital to develop our business operations.  We intend to raise additional working capital through private placements, public offerings and/or bank financing.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended June 30, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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

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

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  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.

Item 3.  Controls and Procedures.

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

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

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.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On July 1, 2004, we issued 357,143 units to one investor, at a price of $0.70 per unit, each unit being comprised of one share of our common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.85 per share for a period of two years from July 2, 2004.  We relied on Regulation S and/or Section 4(2) of the Securities Act of 1933.  The investor was not a U.S. person as that term is defined in Regulation S and no sales efforts were conducted in the U.S.

On October 18, 2004, we issued 2,487,500 units to 36 accredited investors, at a price of $0.40 per unit, each unit being comprised of one share of our common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.50 per share for a period of two years from October 18, 2004.  We issued these shares to accredited investors relying on Rule 506 of Regulation D of the Securities Act of 1933.

On October 28, 2004, we issued 612,500 units to 12 accredited investors, at a price of $0.40 per unit, each unit being comprised of one share of our common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of our common stock at a price of $0.50 per share for a period of two years from October 28, 2004.  We issued these shares to accredited investors relying on Rule 506 of Regulation D of the Securities Act of 1933.

Item 3.  Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

None

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Item 6.  Exhibits.

Exhibits required by Item 601 of Regulation S-B



|Exhibit
Number | Description                                                                                                                                                                                                                                                                                                                                                                                          
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Restated Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).                                                                                                                                                                                                                                                                  
|3.2            | By-laws (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).                                                                                                                                                                                                                                                                                             
|4.1            | Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).                                                                                                                                                                                                                                                                          
|5.1            | Opinion of Clark, Wilson regarding the legality of the securities being registered                                                                                                                                                                                                                                                                                                                   
|10.1           | Cash Call No. 2 dated May 1, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).                                                                                                                                                                                                                                                                   
|10.2           | Assignment Agreement dated May 4, 2001 (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).                                                                                                                                                                                                                                                              
|10.3           | Option Agreement dated May 1, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Amended Current Report on Form 8-K/A, filed on May 5, 2003).                                                                                                                                                                                                             
|10.4           | Option Agreement dated May 7, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2003).                                                                                                                                                                                                                      
|10.5           | Consulting Agreement dated effective December 1, 2003 with Jim Chapman (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                             
|10.6           | Consulting Agreement dated effective December 1, 2003 with Jeffrey A. Jaacks (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                       
|10.7           | Consulting Agreement dated effective January 1, 2004 with John Benglesdorf (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                         
|10.8           | Consulting Agreement dated effective January 1, 2004 with Ellsworth Geological, PC (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                 
|10.9           | Consulting Agreement dated January 19, 2004 with Gary Schellenberg (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                                 
|10.10          | Consulting Agreement dated January 19, 2004 with Roberto Lara (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).                                                                                                                                                                                                                                      
|10.11          | Form of Stock Option Agreement for January 21, 2004 grant of stock options with the following:
John Hiner
Paul Chung
Talal Yassin
Andrew Stewart
Jim Chapman
Peter Ellsworth
Jeffrey Jaacks
John Bengelsdorf
Gary Schellenberg
Roberto Lara
(incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)                                                             
|10.12          | Form of Stock Option Agreement for July 26, 2004 grant of stock options with the following:
John Hiner
Paul Chung
Talal Yassin
Andrew Stewart
Jim Chapman
Peter Ellsworth
Jeffrey Jaacks
John Bengelsdorf
Gary Schellenberg
Roberto Lara
Harvey Lawson
Aruba Capital Inc.
Charles Madden
Elizabeth Torry
(incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)
|10.13          | 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)                                                                                                                                                                                                                                          
|10.14          | 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 26, 2004 with Charles Madden. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)                                                                                                                                                                                                                                           
|10.16          | Consulting Agreement dated July 26, 2004 with Harvey Lawson. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)                                                                                                                                                                                                                                            
|21.1           | Subsidiaries of Geocom Resources Inc.

Minera Geocom Resources-Chile Limitada.                                                                                                                                                                                                                                                                                                                       
|31.1           | Section 302 Certification                                                                                                                                                                                                                                                                                                                                                                            
|31.2           | Section 302 Certification                                                                                                                                                                                                                                                                                                                                                                            
|32.1           | Section 906 Certification                                                                                                                                                                                                                                                                                                                                                                            

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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:  November 15, 2004 | /s/ John HinerJohn Hiner, President and CEO
(Principal Executive Officer)                                       
|Date:  November 15, 2004 | /s/ Paul ChungPaul Chung, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|Date:  November 15, 2004 | /s/ Andrew StewartAndrew Stewart
Director                                                                       
|Date:  November 15, 2004 | /s/ Talal YassinTalal Yassin
Director