---

|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,
2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACTFor 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 [
] 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: 27,212,788
common shares issued and outstanding as of November 30, 2007

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

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

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- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

|GEOCOM RESOURCES INC.                    
|-----------------------------------------
|                                         
|(An Exploration Stage Company)           
|                                         
|INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|                                         
|September 30, 2007                       
|                                         
|Unaudited                                
|                                         
|U.S. FUNDS                               

---

- 3 -

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

|                                                            |   | September 30 |   |   | June 30    |  
|----------------------------------------------------------- | - | ------------ | - | - | ---------- | -
|ASSETS                                                      |   | 2007         |   |   | 2007       |  
|Current                                                     |   |              |   |   |            |  
|Cash and cash
      equivalents                             | $ | 46,112       |   | $ | 98,496     |  
|Marketable securities (note 5)                              |   | 11,560       |   |   | 19,748     |  
|Prepaid expenses and
      advances                         |   | 27,393       |   |   | 31,152     |  
|                                                            |   | 85,065       |   |   | 149,396    |  
|                                                            |   |              |   |   |            |  
|Mineral Property Acquisition Costs(note 4)                  |   | 31,500       |   |   | 31,500     |  
|Equipment(note 10)                                          |   | 12,952       |   |   | 13,666     |  
|                                                            | $ | 129,517      |   | $ | 194,562    |  
|                                                            |   |              |   |   |            |  
|                                                            |   |              |   |   |            |  
|                                                            |   |              |   |   |            |  
|LIABILITIES                                                 |   |              |   |   |            |  
|Current                                                     |   |              |   |   |            |  
|Accounts payable and accrued
      liabilities              | $ | 147,916      |   | $ | 182,976    |  
|Accounts payable -
      related parties (note 11)          |   | 236,509      |   |   | 203,508    |  
|Promissory notes payable to related
      parties (note 11) |   | 45,000       |   |   | -          |  
|                                                            |   | 429,425      |   |   | 386,484    |  
|                                                            |   |              |   |   |            |  
|                                                            |   |              |   |   |            |  
|                                                            |   |              |   |   |            |  
|                                                            |   |              |   |   |            |  
|SHAREHOLDERS
      DEFICIENCY                              |   |              |   |   |            |  
|Capital StockStatement
      2                             |   |              |   |   |            |  
|Common stock (note 6)                                       |   |              |   |   |            |  
|Authorized: 100,000,000 with $0.00001 par value             |   |              |   |   |            |  
|Issued and
      outstanding: 27,212,788 (27,192,788)       |   | 272          |   |   | 272        |  
|Additional paid-in capital                                  |   | 5,161,623    |   |   | 5,145,028  |  
|Deficit Accumulated During the Exploration Stage            |   | (5,460,818   | ) |   | (5,345,880 | )
|Accumulated Other Comprehensive Income
      (Loss)         |   | (985         | ) |   | 8,658      |  
|                                                            |   | (299,908     | ) |   | (191,922   | )
|                                                            | $ | 129,517      |   | $ | 194,562    |  

Going concern(note 2)

- See Accompanying Notes -

---

- 4 -

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

|                                   |  | Shares      |   |   | Par Value |   |   | Additional Paid-in Capital |   |   | Deficit Accumulated During the
      Exploration Stage |   |   | Accumulated Other Comprehensive
      Income (Loss) |   |   | Total      |  
|---------------------------------- |  | ----------- | - | - | --------- | - | - | -------------------------- | - | - | ------------------------------------------------------ | - | - | --------------------------------------------------- | - | - | ---------- | -
|                                   |  |             |   |   |           |   |   |                            |   |   |                                                        |   |   |                                                     |   |   |            |  
|Opening Balance                    |  | -           |   | $ | -         |   | $ | -                          |   | $ | -                                                      |   | $ | -                                                   |   | $ | -          |  
|Shares issued for cash             |  | 10,000,000  |   |   | 100       |   |   | 2,400                      |   |   | -                                                      |   |   | -                                                   |   |   | 2,500      |  
|Shares issued for cash             |  | 10,000,000  |   |   | 100       |   |   | 274,900                    |   |   | -                                                      |   |   | -                                                   |   |   | 275,000    |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (376,148                                               | ) |   | -                                                   |   |   | (376,148   | )
|Balance June 30, 2001              |  | 20,000,000  |   |   | 200       |   |   | 277,300                    |   |   | (376,148                                               | ) |   | -                                                   |   |   | (98,648    | )
|Shares issued for cash             |  | 8,000,000   |   |   | 80        |   |   | 199,920                    |   |   | -                                                      |   |   | -                                                   |   |   | 200,000    |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (125,429                                               | ) |   | -                                                   |   |   | (125,429   | )
|Balance June 30, 2002              |  | 28,000,000  |   |   | 280       |   |   | 477,220                    |   |   | (501,577                                               | ) |   | -                                                   |   |   | (24,077    | )
|Shares returned to treasury        |  | (11,500,000 | ) |   | (115      | ) |   | 115                        |   |   | -                                                      |   |   | -                                                   |   |   | -          |  
|Conversion of convertible notes    |  | -           |   |   | -         |   |   | 55,556                     |   |   | -                                                      |   |   | -                                                   |   |   | 55,556     |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (168,528                                               | ) |   | -                                                   |   |   | (168,528   | )
|Balance June 30, 2003              |  | 16,500,000  |   |   | 165       |   |   | 532,891                    |   |   | (670,105                                               | ) |   | -                                                   |   |   | (137,049   | )
|Shares issued for cash             |  | 365,854     |   |   | 4         |   |   | 749,996                    |   |   | -                                                      |   |   | -                                                   |   |   | 750,000    |  
|Shares issued with debt conversion |  | 493,678     |   |   | 5         |   |   | 513,420                    |   |   | -                                                      |   |   | -                                                   |   |   | 513,425    |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 62,676                     |   |   | -                                                      |   |   | -                                                   |   |   | 62,676     |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (1,082,369                                             | ) |   | -                                                   |   |   | (1,082,369 | )
|Balance June 30, 2004              |  | 17,359,532  |   |   | 174       |   |   | 1,858,983                  |   |   | (1,752,474                                             | ) |   | -                                                   |   |   | 106,683    |  
|Shares issued for cash             |  | 3,583,143   |   |   | 35        |   |   | 1,490,020                  |   |   | -                                                      |   |   | -                                                   |   |   | 1,490,055  |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 182,746                    |   |   | -                                                      |   |   | -                                                   |   |   | 182,746    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -                          |   |   | -                                                      |   |   | 1,078                                               |   |   | 1,078      |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (1,582,546                                             | ) |   | -                                                   |   |   | (1,582,546 | )
|Balance June 30, 2005              |  | 20,942,675  |   |   | 209       |   |   | 3,531,749                  |   |   | (3,335,020                                             | ) |   | 1,078                                               |   |   | 198,016    |  
|Shares issued for cash             |  | 1,164,643   |   |   | 12        |   |   | 237,541                    |   |   | -                                                      |   |   | -                                                   |   |   | 237,553    |  
|Shares issued for property         |  | 150,000     |   |   | 2         |   |   | 31,498                     |   |   |                                                        |   |   | -                                                   |   |   | 31,500     |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 454,835                    |   |   | -                                                      |   |   | -                                                   |   |   | 454,835    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -                          |   |   | -                                                      |   |   | (1,173                                              | ) |   | (1,173     | )
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (1,191,880                                             | ) |   | -                                                   |   |   | (1,191,880 | )
|Balance June 30, 2006              |  | 22,257,318  |   |   | 223       |   |   | 4,255,623                  |   |   | (4,526,900                                             | ) |   | (95                                                 | ) |   | (271,149   | )
|Shares issued for cash             |  | 4,880,176   |   |   | 48        |   |   | 829,582                    |   |   | -                                                      |   |   | -                                                   |   |   | 829,630    |  
|Shares issued for finders fees    |  | 55,294      |   |   | 1         |   |   | 9,399                      |   |   | -                                                      |   |   | -                                                   |   |   | 9,400      |  
|Share issuance costs               |  | -           |   |   | -         |   |   | (58,727                    | ) |   | -                                                      |   |   | -                                                   |   |   | (58,727    | )
|Stock-based compensation           |  | -           |   |   | -         |   |   | 109,151                    |   |   | -                                                      |   |   | -                                                   |   |   | 109,151    |  
|Foreign currency translation       |  | -           |   |   | -         |   |   | -                          |   |   | -                                                      |   |   | 1,550                                               |   |   | 1,550      |  
|Unrealized gains on marketable     |  |             |   |   |           |   |   |                            |   |   |                                                        |   |   |                                                     |   |   |            |  
|securities                         |  | -           |   |   | -         |   |   | -                          |   |   | -                                                      |   |   | 7,203                                               |   |   | 7,203      |  
|Loss for the year                  |  | -           |   |   | -         |   |   | -                          |   |   | (818,980                                               | ) |   | -                                                   |   |   | (818,980   | )
|Balance June 30, 2007              |  | 27,192,788  |   |   | 272       |   |   | 5,145,028                  |   |   | (5,345,880                                             | ) |   | 8,658                                               |   |   | (191,922   | )
|Shares issued for cash             |  | 20,000      |   |   | -         |   |   | 5,000                      |   |   | -                                                      |   |   | -                                                   |   |   | 5,000      |  
|Stock-based compensation           |  | -           |   |   | -         |   |   | 11,595                     |   |   | -                                                      |   |   | -                                                   |   |   | 11,595     |  
|Unrealized losses on               |  |             |   |   |           |   |   |                            |   |   |                                                        |   |   |                                                     |   |   |            |  
|marketable securities and other    |  | -           |   |   | -         |   |   | -                          |   |   | -                                                      |   |   | (9,643                                              | ) |   | (9,643     | )
|Loss for the period                |  | -           |   |   | -         |   |   | -                          |   |   | (114,938                                               | ) |   | -                                                   |   |   | (114,938   | )
|Balance
      September 30, 2007   |  | 27,212,788  |   | $ | 272       |   | $ | 5,161,623                  |   | $ | (5,460,818                                             | ) | $ | (985                                                | ) | $ | (299,908   | )

- See Accompanying Notes -

---

- 5 -

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

|                                                     |   |                            |   |   |              |   |   | Inception   |  
|---------------------------------------------------- | - | -------------------------- | - | - | ------------ | - | - | ----------- | -
|                                                     |   | For the Three Months Ended |   |   | through      |  
|                                                     |   | September 30               |   |   | September 30 |  
|                                                     |   |                            |   |   |              |   |   | (unaudited) |  
|                                                     |   | 2007                       |   |   | 2006         |   |   | 2007        |  
|Operating Expenses                                   |   |                            |   |   |              |   |   |             |  
|Mineral exploration expenditures                     | $ | 25,768                     |   | $ | 11,740       |   | $ | 3,094,582   |  
|Oil and gas activities                               |   | -                          |   |   | -            |   |   | 42,060      |  
|Other general and administrative                     |   | 89,170                     |   |   | 194,520      |   |   | 2,190,561   |  
|Loss from Operations                                 |   | (114,938                   | ) |   | (206,260     | ) |   | (5,327,203  | )
|Write-down of marketable securities                  |   | -                          |   |   | -            |   |   | (3,375      | )
|Interest expense                                     |   | -                          |   |   | -            |   |   | (130,240    | )
|Loss for the Period                                  |   | (114,938                   | ) |   | (206,260     | ) |   | (5,460,818  | )
|                                                     |   |                            |   |   |              |   |   |             |  
|Other Comprehensive Loss                             |   |                            |   |   |              |   |   |             |  
|Unrealized losses on marketable securities and other |   | (9,643                     | ) |   | -            |   |   | (985        | )
|Comprehensive Loss for the Period                    | $ | (124,581                   | ) | $ | (206,260     | ) | $ | (5,461,803  | )
|                                                     |   |                            |   |   |              |   |   |             |  
|                                                     |   |                            |   |   |              |   |   |             |  
|Loss Per Share                                       |   |                            |   |   |              |   |   |             |  
|Basic and Diluted                                    | $ | (0.00                      | ) | $ | (0.01        | ) |   |             |  
|                                                     |   |                            |   |   |              |   |   |             |  
|                                                     |   |                            |   |   |              |   |   |             |  
|Weighted-Average Shares Outstanding:                 |   |                            |   |   |              |   |   |             |  
|Basic and Diluted                                    |   | 27,208,875                 |   |   | 23,444,924   |   |   |             |  

- See Accompanying Notes -

---

- 6 -

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

|                                                          |   |                            |   |   |              |   |   | Inception   |  
|--------------------------------------------------------- | - | -------------------------- | - | - | ------------ | - | - | ----------- | -
|                                                          |   | For the Three Months Ended |   |   | through      |  
|                                                          |   | September 30               |   |   | September 30 |  
|                                                          |   |                            |   |   |              |   |   | (unaudited) |  
|`                                                         |   |                            |   |   |              |   |   |             |  
|                                                          |   | 2007                       |   |   | 2006         |   |   | 2007        |  
|Cash Flows from Operating Activities                      |   |                            |   |   |              |   |   |             |  
|Loss for the period                                       | $ | (114,938                   | ) | $ | (206,260     | ) | $ | (5,460,818  | )
|Adjustments to reconcile loss to cash                     |   |                            |   |   |              |   |   |             |  
|used in operating activities:                             |   |                            |   |   |              |   |   |             |  
|Amortization of discount on notes
      payable           |   | -                          |   |   | -            |   |   | 55,556      |  
|Depreciation                                              |   | 714                        |   |   | 946          |   |   | 11,503      |  
|Shares received for properties                            |   | -                          |   |   | -            |   |   | (15,920     | )
|Write-down of
      marketable securities                 |   | -                          |   |   | -            |   |   | 3,375       |  
|Common shares issued for services                         |   | -                          |   |   | -            |   |   | 275,000     |  
|Common shares issued
      for interest expense           |   | -                          |   |   | -            |   |   | 13,425      |  
|Stock-based compensation                                  |   | 11,595                     |   |   | 74,978       |   |   | 821,002     |  
|Change in non-cash working capital:                       |   |                            |   |   |              |   |   |             |  
|Other current assets                                      |   | 3,759                      |   |   | (6,192       | ) |   | (27,393     | )
|Accounts payable and
      accrued liabilities            |   | (2,059                     | ) |   | 30,619       |   |   | 384,425     |  
|Exploration advances payable                              |   | -                          |   |   | 544          |   |   | -           |  
|                                                          |   | (100,929                   | ) |   | (105,365     | ) |   | (3,939,845  | )
|Cash Flows from Investing Activities                      |   |                            |   |   |              |   |   |             |  
|Purchase of equipment                                     |   | -                          |   |   | -            |   |   | (24,455     | )
|                                                          |   |                            |   |   |              |   |   |             |  
|Cash Flows from Financing Activities                      |   |                            |   |   |              |   |   |             |  
|Proceeds from notes payable                               |   | -                          |   |   | -            |   |   | 500,000     |  
|Proceeds from notes payable  related
      parties       |   | 45,000                     |   |   | -            |   |   | 253,786     |  
|Repayment of notes payable  related parties              |   | -                          |   |   | -            |   |   | (253,786    | )
|Proceeds from advances  related
      parties            |   | -                          |   |   | -            |   |   | 163,982     |  
|Repayment of advances  related parties                   |   | -                          |   |   | -            |   |   | (118,982    | )
|Issuance of common stock, net of
      issuance costs     |   | 5,000                      |   |   | 422,140      |   |   | 3,465,412   |  
|                                                          |   | 50,000                     |   |   | 422,140      |   |   | 4,010,412   |  
|                                                          |   |                            |   |   |              |   |   |             |  
|Effects of exchange rates on cash                         |   | (1,455                     | ) |   | 612          |   |   | -           |  
|                                                          |   |                            |   |   |              |   |   |             |  
|Net Change in Cash and cash equivalents                   |   | 52,384                     |   |   | 317,387      |   |   | 46,112      |  
|Cash  Beginning of period                                |   | 98,496                     |   |   | 131,812      |   |   | -           |  
|Cash  End of
      period                                | $ | 46,112                     |   | $ | 499,199      |   | $ | 46,112      |  
|                                                          |   |                            |   |   |              |   |   |             |  
|Supplemental Cash Flow Information                        |   |                            |   |   |              |   |   |             |  
|Interest paid                                             | $ | -                          |   | $ | -            |   | $ | 61,259      |  
|                                                          |   |                            |   |   |              |   |   |             |  
|Summary of Non-Cash Investing                             |   |                            |   |   |              |   |   |             |  
|and Financing Transactions                                |   |                            |   |   |              |   |   |             |  
|Shares issued for mineral properties                      | $ | -                          |   | $ | -            |   | $ | 31,500      |  
|Shares received for mineral properties                    | $ | -                          |   | $ | -            |   | $ | 15,920      |  
|Shares issued for finders fees 
      equity financings | $ | -                          |   | $ | -            |   | $ | 9,400       |  
|Shares
      issued on conversion of notes payable        | $ | -                          |   | $ | -            |   | $ | 513,425     |  

- See Accompanying Notes -

---

- 7 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         

|   |                      
|-- | ---------------------
|1. | Basis of Presentation

The accompanying unaudited interim consolidated 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 $344,360, and a deficit
accumulated during the exploration stage of $5,460,818 as of September 30, 2007.
These factors, among others, raise substantial doubt about the Companys ability
to continue as a going concern. Geocom's management relies on continued
financial support from related parties and 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, 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.

---

- 8 -

|3. | Recent Accounting
Pronouncements
|-- | --------------------------------

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

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

---

- 9 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|4. | Exploration Properties
|-- | ----------------------

Geocom entered into an option agreement dated November 29, 2005
with Latin American Minerals Inc. (Latin American) in respect of its La
Carolina project, located in Argentina. TNR Gold Corp. (TNR) is also a party to
the agreement as is its wholly owned subsidiary, Compania Minera Solitario
Argentina S.A. (Solitario) which currently holds title to the property. The
Companys chief financial officer is a director of TNR. The option agreement
requires Latin American to pay a total of $125,000 and issue a total of 125,000
shares to Geocom and TNR, as to equal parts, over a period of four years. The
Company has received $25,000 and 25,000 shares (fair value $11,560) to September
30, 2007. Pursuant to the option agreement, Latin American has the right to earn
an undivided 75% interest in the property by making the cash and share payments
and by incurring a total of $1,000,000 in exploration expenditures on the
property over a period of five years. Latin American is entitled to earn a 37.5%
interest in the property upon incurring $500,000 in exploration expenditures and
by paying a total of $62,500 in cash and issuing 62,500 shares.

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

On January 24, 2005, MGRC signed an agreement to earn a 55%
interest on the Escorpion gold property from Minera Canela S.A. The property is
situated in the fourth region Province of Choapa in Chile. To earn its 55%
interest, Geocom must spend $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. 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.

---

- 10 -

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 transferred into a separate Chilean company on a 50/50 ownership
basis. The Company is the manager of the exploration venture and as such
recommends the specific projects to be staked and acquired. Kinross will have
the option, subject to certain conditions, to earn an additional 20% interest in
each new company by spending an additional $250,000 on the specific project of
that newly incorporated Chilean company. Kinross will be granted 500,000 share
purchase warrants by the Company for each new Chilean subsidiary incorporated,
with minimum term of 3 years and at a price equal to 80% of the average share
price for the preceding 30 day period. As at September 30, 2007, the Company and
Kinross have each fully funded their respective $551,014 amounts, representing
each parties full share of the initial exploration budgets. To date no projects
have been identified, which have been staked or acquired and transferred into a
separate Chilean company.

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

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 (note
12). 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.

---

- 11 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|4. | Exploration Properties
  Continued
|-- | -----------------------------------

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
(note 12).

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 $11,560 as at September 30, 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.

|   |              
|-- | -------------
|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
September 30, 2007 are as follows:

|                                  |  | Shares     |  |   | Par Value |  |   | Additional Paid in Capital | 
|--------------------------------- |  | ---------- |  | - | --------- |  | - | -------------------------- | 
|Balance  beginning of period     |  | 27,192,788 |  | $ | 272       |  | $ | 5,145,028                  | 
|Issued and fully paid:            |  |            |  |   |           |  |   |                            | 
|Exercise of warrants              |  | 20,000     |  |   | -         |  |   | 5,000                      | 
|Stock-based compensation (Note 8) |  | -          |  |   | -         |  |   | 11,595                     | 
|Balance  end of period           |  | 27,212,788 |  | $ | 272       |  | $ | 5,161,623                  | 

---

- 12 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|7. | Stock Options
|-- | -------------

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

Option activity was as follows for the periods ended September
30:

|                             | 2007      | 2006          
|---------------------------- | --------- | --------------
|                             |           | Weighted-     
|                             |           | average       
|                             | Options   | exercise price
|Balance  beginning of       |           |               
|period                       | 1,230,000 | $ 0.26        
|Granted                      | -         | $ -           
|Exercised                    | -         | $ -           
|Expired                      | (575,000) | $
      0.25  
|Balance  end of period      | 655,000   | $ 0.28        
|Exercisable at end of period | 458,000   | $
      0.26  

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

|               |  |         |  | Weighted average    |  |             |  |                 
|-------------- |  | ------- |  | ------------------- |  | ----------- |  | ----------------
|               |  |         |  | remaining           |  |             |  |                 
|Exercise Price |  | Options |  | life
      in years |  | Exercisable |  | Expiry          
|$ 0.25         |  | 200,000 |  | 0.19                |  | 200,000     |  | December 8, 2007
|$ 0.25         |  | 165,000 |  | 1.33                |  | 92,000      |  | January 27, 2009
|$ 0.25         |  | 125,000 |  | 1.47                |  | 100,000     |  | March 20, 2009  
|$ 0.35         |  | 125,000 |  | 2.09                |  | 50,000      |  | November 1, 2009
|$ 0.35         |  | 40,000  |  | 2.26                |  | 16,000      |  | January 2, 2010 
|               |  | 655,000 |  | 1.21                |  | 458,000     |  |                 
|               |  |         |  |                     |  |             |  |                 

---

- 13 -

|8. | Stock Based Compensation
|-- | ------------------------

For the periods ended September 30, the Company issued stock
options to its directors, officers and employees and recognized stock-based
compensation as follows:

| |                                      |   | 2007 |  |   | 2006 | 
| | ------------------------------------ | - | ---- |  | - | ---- | 
| | Total options granted                |   | -    |  |   | -    | 
| | Average exercise price               | $ | -    |  | $ | -    | 
| | Estimated fair value of compensation | $ | -    |  | $ | -    | 
| | Estimated fair value per option      | $ | -    |  | $ | -    | 

---

- 14 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|8. | Stock Based Compensation
  Continued
|-- | -------------------------------------

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         |  |  | -    |  |  | -    | 
| | Expected dividend yield         |  |  | -    |  |  | -    | 
| | Expected stock price volatility |  |  | -    |  |  | -    | 
| | Expected option life in years   |  |  | -    |  |  | -    | 

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 |   | 66,000 |  |   | 201,000 | 
| | Stock-based compensation expense   | $ | 11,595 |  | $ | 74,978  | 

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.

---

- 15 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|9. | Stock Warrants
|-- | --------------

Warrant activity for the periods ended September 30 is as
follows:

| |                              |  | 2007      |   |   | 2006           | 
| | ---------------------------- |  | --------- | - | - | -------------- | 
| |                              |  |           |   |   | Weighted-      | 
| |                              |  |           |   |   | average        | 
| |                              |  | Warrants  |   |   | exercise price | 
| | Balance  beginning of       |  |           |   |   |                | 
| | period                       |  | 4,955,470 |   | $ | 0.50           | 
| | Issued                       |  | 361,524   |   | $ | 0.50           | 
| | Exercised                    |  | (20,000   | ) | $ | 0.25           | 
| | Expired                      |  | -         |   | $ | -              | 
| | Balance  end of period      |  | 5,296,994 |   | $ | 0.50           | 
| |                              |  |           |   |   |                | 
| | Exercisable at end of period |  | 5,296,994 |   | $ | 0.50           | 

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

Shares
    
      Exercise Price
    
    
    Expiry Date2,483,176
      
      $ 0.50
    
    
    August 23, 2008416,818
        $ 0.50
    
    
    August 23, 20082,397,000
        $ 0.50
    
    
    January 8, 20095,296,994


---

- 16 -

|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:

|                       |   |        |  |   |              |  |   | September 30 |  |   | June 30  | 
|---------------------- | - | ------ |  | - | ------------ |  | - | ------------ |  | - | -------- | 
|                       |   |        |  |   |              |  |   | 2007         |  |   | 2007     | 
|                       |   |        |  |   | Accumulated  |  |   | Net Book     |  |   | Net Book | 
|                       |   | Cost   |  |   | Amortization |  |   | Value        |  |   | Value    | 
|Furniture and fixtures | $ | 692    |  | $ | 637          |  | $ | 55           |  | $ | 90       | 
|Computer equipment     |   | 6,325  |  |   | 6,325        |  |   | -            |  |   | -        | 
|Exploration equipment  |   | 17,793 |  |   | 4,896        |  |   | 12,897       |  |   | 13,576   | 
|                       | $ | 24,810 |  | $ | 11,858       |  | $ | 12,952       |  | $ | 13,666   | 
|                       |   |        |  |   |              |  |   |              |  |   |          | 

---

- 17 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|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 $45,000 for services provided by these
related parties for the three months ending September 30, 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.

The Company has an option agreement on the La Carolina project
with a company in which Geocoms Chief Financial Officer is a shareholder and
director (note 4). At September 30, 2007, accounts payable includes
$46,170, 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.

---

- 18 -

|Geocom Resources Inc.                             
|--------------------------------------------------
|(An Exploration Stage Company)                    
|Notes to Interim Consolidated Financial Statements
|September 30, 2007                                
|U.S. Funds                                        
|Unaudited                                         
|                                                  

|12. | Subsequent Events
|--- | -----------------

October 18, 2007, the Company reached provisional agreement
with Goldmark Minerals Ltd. regarding the sale of 100% of the Companys interest
in the Iliamna project and a 49% interest in the Santa Rosa and Marcelita
project for $200,000. Closing of the agreement is pending the receipt of
satisfactory title opinions from Goldmarks outside counsel. The Company will
retain a right of first refusal to acquire up to a 15% of BHPs current interest
in the Iliamna project if BHP elects to transfer or sell its interest. Goldmark
will also have the right to participate on an equal basis with the Company on
its general reconnaissance programs in Chile and the Kinross exploration venture
by providing its equal share of the exploration budgets.

On November 14, 2007, the Company closed a private placement
consisting of 500,000 units at a price of $0.20 per unit. Each unit consists of
one common share of the Company and one warrant entitling the holder to purchase
one additional share at a price of $0.25.

On November 20, 2007, the Company closed a private placement
consisting of 1,250,000 units at a price of $0.20 per unit. Each unit consists
of one common share of the Company and one warrant entitling the holder to
purchase one additional share at a price of $0.25.

---

- 19 -

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

FORWARD LOOKING STATEMENTS

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

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

---

- 20 -

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, and our Chilean subsidiary, Minera Geocom Resources-Chile
Limitada.

Overview

Corporate History

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

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

Our 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.

---

- 21 -

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

We have earned a 52.5% undivided interest in one property and a
35.7% undivided interest in a second property at Iliamna, Alaska covering
approximately 31,340 acres (12,683 hectares) in total. We own a 50% beneficial
interest in the La Carolina property in Argentina covering approximately 2,030
hectares. We also own four properties in northern Chile, the Santa Rosa
property, the Marcelita property, the Cucarache property and the Escorpion
property. In addition, we are conducting reconnaissance and exploration
activities in regions 10 and 11 in Chile through the use of an extensive,
regional database. We intend to continue these reconnaissance and exploration
efforts with the expectation of acquiring additional mineral properties. We have
recently entered into an agreement with Goldmark Minerals Ltd. in which we have
agreed to sell, subject to conditions, 100% of our interest in the Iliamna
project and 40% of our interest in the Santa Rosa and Marcelita properties, both
located in Chile.

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.

La Carolina Project, San Luis, Argentina

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

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

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


---

- 22 -

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

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

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

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

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

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

Property and Claims

La Carolina is comprised of the following 13 claims:

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


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- 23 -

Location and Access

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

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

Property Topography

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

Property Geology

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

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

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

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

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

Compliance with Government Regulation

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

Prior Work

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

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- 24 -

The government of Argentina conducted minimal exploration
activities in the period 1978-1984. In 1986 the government of Argentina
designated a 20-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 S.A., a wholly owned
subsidiary of TNR Gold, acquired the La Carolina property by staking claims on
the property.

Explorations

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

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

There are no known reserves on the La Carolina property.

Iliamna Project, Alaska, USA

Property and Claims

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

Agreement and Terms

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

Our interest in the Iliamna project was subject to the right of
BHP Minerals International to reacquire an undivided 70% interest in the Iliamna
project subject to an obligation to fund the Iliamna project through a formal
feasibility study. BHP Minerals International could have earned an additional
10% undivided interest in the Iliamna project by agreeing to arrange the
financing necessary to bring the project into commercial production. However,
BHP did not exercise its option to back in prior to expiry of the six month
notice period.

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- 25 -

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

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

We planned to again drill in the D claims in our 2005
drilling program; however, there was no work completed on the property in 2005
due to permit delays, inclement weather and equipment constraints. We commenced
drilling in the D claims early in 2006. We drilled two 250 meter core holes to
test a large geophysical anomaly underlying the D claims. A further two holes
were drilled on the D claims in June, 2006. The cost of the program was
approximately $350,000. This project was completed in June 2006. Subsequent
results and final report indicated no substantial accumulations of potentially
economic metals. Initial analysis suggests that geophysical anomalies at the D
claims were reflective of pyrite in metasedimentary rocks. As of September 30,
2007, we have spent a total of $1,341,950 on the Iliamna project.

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

October 18, 2007, we reached provisional agreement with
Goldmark Minerals Ltd. regarding the sale of the Iliamna project. Closing of the
agreement is subject to the receipt of satisfactory title opinions from
Goldmarks outside counsel.

Location and Access

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

Property Topography

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

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- 26 -

exploration season is from June to October, although year-round
helicopter access provides for drilling or underground exploration on a year
round basis.

Property Geology

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

Compliance with government regulation

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

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

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

Previous Work

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

Exploration of the Iliamna Property

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

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- 27 -

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

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

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

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

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- 28 -

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

Escorpion Property, Chile

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

Location and Access

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

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

Property and Claims

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

The known showings on the Escorpión property cover an area of
approximately 150 meters by 2,200 meters, and form a corridor trending
north-northeasterly across the property. These showings are known as the
Merciditas, Chululera, Escorpión, Amax, Crystal and Crystal South showings and
have received varying degrees of attention. Two of the zones, the Merceditas and
the Chululera, have been mined in the past. Underground and surface workings are
present at both locations; however, records of the ore removed and gold
recovered are not available. Previous sampling conducted in 2003 showed gold
grades in the underground workings of up to 12 grams per tonne (0.35 oz/ton Au)
over widths of several meters and dump grab samples of up to 26 grams per tonne
(0.76 oz/ton Au). An additional showing called Amax is located near Chululera,
but has received only minor prospecting attention.

The Escorpión property consists of the following claims:

Location Area
    Name
    Registered HolderCanela
    Merceditas 1 to 7
    Minera Canella S.A.*Canela
    La Escorpión 1 to 12a
    Minera Canella S.A.*Canela
    La Cristal 1 to 20
    Minera Canella S.A.*Canela
    Libra 1 to 10
    Minera Canella S.A.*Canela
    Miguel 1 to 56
    Minera Canella S.A.*Canela
    Tulipan
    Minera Canella S.A.*Canela
    Palo
      de Agua
    Minera Canella S.A.*


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- 29 -

Location Area
    Name
    Registered HolderCanela
    Peonia
    Minera Canella S.A.*Canela
    Gladiolo
    Minera Canella S.A.*Canela
    Rosa
    Minera Canella S.A.*Canela
    Crisantemo
    Minera Canella S.A.*Canela
    Clavel
    Minera Canella S.A.*


Agreement and Terms

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

Property Description

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

Mineralization

Gold mineralization at Escorpión occurs within a regional and
wide north-northeast trending shear zone that appears to localize many phases of
intrusive rocks (as dikes, sills and small intrusive bodies) hosted by
sedimentary and volcanic rocks. The entire complex has been subjected to
multiple hydrothermal events involving silicifaction, sulphide emplacement,
argillic alteration, intense limonitic alteration and widespread stockworks.
Geochemical analysis of samples from previous exploration indicates gold has a
strong association with silver, arsenic, antimony, lead, cadmium and molybdenum.
In the Chululera area, previous samples have returned gold values averaging 4.23
grams per tonne (0.124 ounces per ton) with high-grade values to 15.10 grams per
tonne (0.44 ounces per ton) in a 2 to 10 meter thick zone that is 50 meters wide
and 200 meters long (6.5 to 33 feet thick, 164 feet wide by 656 feet in length).
At Merceditas, samples collected from workings average 1.46 grams per tonne
(0.043 ounces per ton) from a flat lying zone extending 100 meters (328 feet)
along strike with thicknesses of 40-50 meters (131-164 feet). Both zones appear
to be open along strike and at depth.

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- 30 -

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

Previous Work done on Escorpión Property

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

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

Exploration to Date

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

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

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

The first two holes at Chululera were located south of the
surface outcrop of the mineralized zone. Both of these holes intersected a
silicified crystal tuff containing disseminated and fracture controlled pyrite
and arsenopyrite. Drill holes ES-01 and ES-02 intersected 7.8 meters and 10.8
meters respectively of the mineralized crystal tuff at anticipated shallow
depth, confirming the sub-horizontal nature of the host unit. Hole ES-01
encountered 7.8 meters (25.6 feet) that assayed 0.94 grams/tonne gold, with a
high value of

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- 31 -

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

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

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

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

Cucaracha, Chile

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

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

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

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

For information on our plans for this property over the next 12
months, please see the section of this quarterly report on Form 10-QSB entitled
Plan of Operations.

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

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Santa Rosa and Marcelita, Chile

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

October 18, 2007, we reached provisional agreement with
Goldmark Minerals Ltd. regarding the sale of a minority interest in the Santa
Rosa and Marcelita project. Closing of the agreement is pending the receipt of
satisfactory title opinions from Goldmarks outside counsel.

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

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

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

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

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

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

- commit to finance two exploration seasons, each exploration season being
  for a minimum of 100 days in duration;
- pay to Mitchell as a finders fee the sum of $25,000 per instance upon
  filing any claims or anomalies or occurrences generated from the database.
  Finders fees shall be capped at $50,000 per exploration season;
- pay to Mitchell, 5% of the exploration costs expended on any such claim
  filed. This will be paid annually and be capped at US $500,000 per claim
  block;

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- grant to Mitchell a 2.5% net smelter royalty on each claim block acquired
  as a result of the database. We may purchase 1.75% of this net smelter royalty
  (such that Mitchell would have a 0.75% net smelter royalty) from Mitchell for
  US $1,000,000;

The 3,000 plus sample database includes multi-element assays,
and covers a broad range of geologic terrains. Mitchell has accumulated
geochemical data from various sources such as Bureau de Researche de Geologie et
Miniere, a French government agency, and Sernageomin (Chilean exploration
agency), BHP-Billiton, and others. Mitchell compiled over 1,600 stream sediment
and 1,300 rock chip samples, augmented by his own exploration work, into a GIS
database combining topography, digital elevation data, landsat imagery, air
photos, structural interpretation and published geology. Interpretation and
analysis of this database combined with ground follow-up resulted in the
identification of over forty new mineralized occurrences. In addition, the
database revealed significant platinum/palladium anomalies in stream sediments
and pan concentrates. Numerous coarse-gold placer occurrences were also
identified that have no associated primary source.

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

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

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

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

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

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- 34 -

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

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

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

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

Kinross

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

The venture will jointly explore and acquire gold and other
mineral targets developed by the mineral exploration program. Properties
acquired by the venture will be managed via individual joint venture structures
on a 50-50 basis. Kinross has the right to acquire a majority interest by making
additional expenditures on individual properties and by exercising warrants
granted to Kinross by us. An accelerated evaluation program is underway, and we
are adding additional teams of geologists to the program to expedite the ongoing
exploration. To date no projects have been identified, which have been staked or
acquired and transferred into a separate Chilean company.

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

- Kinross and our company will participate in each mining company on an
  initial 50-50 basis until a total $500,000 has been expended exploration and
  development activities;
- Kinross has an option to acquire an additional 20% interest in a particular
  mining company during the currency of the shareholders agreement prior to or
  at the point when $500,000 has been expended on exploration and development
  activities on properties owned by that mining company,

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- 35 -

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

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

After the field programs in 2005 and early 2006, we recommended
and staked 91,700 hectares in six separate blocks. We subsequently recommended,
and Kinross agreed, to elevate three of the staked claim areas to project
status: Espolon, Cerro Mera, and Cerro Vaca. Each of those project areas proved
to be anomalous in gold, copper, lead, zinc, and silver based on preliminary
surface sampling and reconnaissance geologic mapping. We intend to examine each
of these areas in more detail in the late 2007-early 2008 season to develop
drill targets, if merited.

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

We have selected three projects from the reconnaissance that
may fall into the category of standalone projects. We are just now starting the
process of negotiating the formal venture for each of those. We may negotiate
the warrants out of the ongoing deal. This venture status negotiation has been
slowed a bit by the sudden resignation of Kinross VP Expl, and no replacement is
in place as yet. In consultation with Kinross-Chile and Cesar Lopez we may defer
transferring title of standalone projects into separate Chilean entities until
we know the project merits this cost.

Compliance with government regulation

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

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- 36 -

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.

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

We intend to continue our exploration activities in Alaska,
Argentina and Chile. Our personnel are continuously evaluating new opportunities
that become available via network contracts, on ground exploration, or via
submittal from independent sources. We anticipate we will require $500,000 for
the 12 months ending September 30, 2008 to fund our obligations in respect of
our various properties and for our ongoing operational expenses. The following
discussion focuses on each property, our goals regarding that property for the
next 12 months and how we intend to accomplish our goals.

La Carolina project

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

Iliamna project

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

On October 17, 2007 we entered into a provisional agreement
with Goldmark Minerals Ltd. regarding the sale of a 100% of our equity interest
in our Iliamna Project and a 49% of our Marcelita-Santa Rosa Project for an
aggregate sale price of $200,000. The closing of the agreement is subject to due
diligence, which is underway as of December 12, 2007. The Company will retain a
right of first refusal to acquire up to a 15% of BHPs current interest in the
Iliamna project if BHP elects to transfer or sell its interest. Goldmark will
also have the right to participate on an equal basis with us on its general
reconnaissance programs in Chile and the Kinross exploration venture by
providing its equal share of the exploration budgets.

Santa Rosa and Marcelita

We do not intend to conduct further exploration at Santa Rosa
or Marcelita during the next 12 months. We anticipate incurring land fees of
approximately $12,000 during the next 12 months if our agreement with respect to
the sale of these properties does not complete.

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On October 17, 2007 we entered into a provisional agreement
with Goldmark Minerals Ltd. regarding the sale of a 100% of our equity interest
in our Iliamna Project and a 49% of our Marcelita-Santa Rosa Project for an
aggregate sale price of $200,000. The closing of the agreement is subject to due
diligence, which is underway as of December 12, 2007.

Cucaracha

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

Chile Recon Project

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

Geologist
    $
    122,000.00Assistants
    
    36,600.00Geochemistry
    
    67,200.00Geologic map
    
    25,500.00Helicopter
    
    213,000.00Camp & logistics
    
    67,000.00Report & target selection
    
    20,000.00field cost subtotal
    $
    551,300.00G&A @ 15%
    
    82,695.00Project subtotal
    $
    633,995.00Contingency @ 10%
    
    63,399.50Total Cost to
      establish drill targets
    $
    697,394.50


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

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

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

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

At September 30, 2007, we had working capital deficiency of
$(344,360) compared to a working capital deficiency of $(40,994) at September
30, 2006.

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- 38 -

At September 30, 2007, our total assets were $129,517, which
consisted primarily of cash assets of $46,112, other assets of $38,953 and
capitalized mineral property acquisition costs of $31,500.

At September 30, 2007, our total current liabilities increased
$42,941 to $429,425 from $386,484 at December 31, 2006. This increase was due to
the timing of payments in the quarter.

We posted losses of $114,938 for the period ended September 30,
2007 and $5,460,818 (unaudited) since inception to September 30, 2007. The
principal components of the losses for the period ended September 30, 2007 were
administrative expenses of $89,170 and exploration expenses of $25,768. By
comparison, as of the period ended September 30, 2006 we had incurred
administrative expenditures of $194,520. For the year ending September 30, 2007,
four directors each receive $500 per month and one director receives $7,500 per
month for services performed on behalf of our company. The decrease in
administrative expenses was due to the reduction in exploration activities and
the reduction in management fees paid to directors and management.

Operating expenses for the period ended September 30, 2007 were
$114,938, compared to the period ended September 30, 2006, which were $206,260.
The decrease in operating expenses was due to the reduction in management fees
paid to directors and management.

At September 30, 2007, we had cash on hand of $46,112.

Off-Balance Sheet Arrangements

None

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

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- 39 -

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 Issued Accounting Standards

In June 2006, 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 our tax returns. FIN 48 provides guidance on
recognition, classification, presentation and disclosure of unrecognized tax
benefits. The Company is required to adopt this statement effective July 1, 2007
and management is currently assessing the impact on our financial
statements.

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

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- 40 -

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.

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.

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

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

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

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.

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- 42 -

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 September 30, 2007, we suffered losses of
$5,460,818. 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 $46,112 and a working capital deficit of
approximately $(344,360) at September 30, 2007. We estimate our average monthly
operating expenses to be approximately $33,000 including exploration,
general and administrative expense and investor relations expenses but our
budget could increase in response to field conditions, drill results and other
matters that cannot be currently anticipated. Cash on hand as of the date of
this 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 explanatory paragraph to our
independent auditors' report on our consolidated financial statements for the
year ended September 30, 2007, which are included with this quarterly report.
Although our consolidated financial statements raise substantial doubt about our
ability to continue as a going concern, they do not reflect any adjustments that
might result if we are unable to continue our business.

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

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

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

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

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- 43 -

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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- 44 -

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 our company. They may sell some of their shares in the future, which could
cause the price of our common stock to fall and reduce the value of your shares.

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

|ITEM 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, 2007. This evaluation was
carried out under the supervision and with the participation of our company's
president and treasurer.

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

Based upon that evaluation, our company's Chief Executive
Officer and Chief Financial Officer concluded that our company's disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no changes in our internal controls over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.

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

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- 45 -

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

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 TSV 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.

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 TSV 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.

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- 46 -

|ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|---------------------------------------

None

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

None

|ITEM 5. OTHER INFORMATION
|-------------------------

On July 12, 2007 John Hiner, an officer and director, loaned
Geocom $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 Geocom $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.

On October 18, 2007 we entered into a letter of intent (the
LOI) with Goldmark Minerals Ltd. (Goldmark) (TSX: GMK), pursuant to which we
agreed to sell our equity interest in the Iliamna Project in Alaska, and a 49%
interest in our Marcelita-Santa Rosa project in Chile, to Goldmark in
consideration for US$200,000 in cash. Pursuant to the terms of the LOI, the sale
of the Iliamna Project is subject to Geocoms right to acquire any diluted
interest of BHP-Billiton, In addition, John Hiner, our president, agreed to act
as project manager and consultant for both projects. As well, we have granted a
right of first refusal for Goldmark to fund 50% of the costs in our ongoing
south Chile program. Upon Goldmarks receipt of satisfactory title opinion
regarding the Iliamna Project, Geocom and Goldmark intend to enter a formal
agreement completion of the transaction according to the terms in the LOI.

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- 47 -

|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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- 48 -

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)Letter
          agreement with Goldmark Minerals dated October 18, 2007 (incorporated
          by reference from our Current Report on Form 8-K filed on December 10,
          2007)Form of Subscription Agreement with Humbolt
          Capital (incorporated by reference from our Current Report on Form 8-K
          filed on December 10, 2007)Form
          of Subscription Agreement with Alliance Capital (incorporated by reference
          from our Current Report on Form 8-K filed on December 10, 2007)(13)
      Annual Report to Security Holders13.1
      Annual
          Report for the year ended June 30, 2006 (incorporated by reference from
          our Annual Report on Form 10-KSB filed on October 6, 2006);


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- 49 -

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.31 & 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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- 50 -

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 December 7, 2007 | /s/ John Hiner                            | 
|--------------------- | ----------------------------------------- | 
|                      | John Hiner, President and CEO             | 
|                      | (Principal Executive Officer)             | 
|                      |                                           | 
|Date December 7, 2007 | /s/ Paul Chung                            | 
|                      | Paul Chung, Chief Financial
      Officer | 
|                      | (Principal Financial Officer and          | 
|                      | Principal Accounting Officer)             | 
|                      |                                           | 
|                      |                                           | 
|Date December 7, 2007 | /s/ Andrew Stewart                        | 
|                      | Andrew Stewart                            | 
|                      | Director                                  | 
|                      |                                           | 
|Date December 7, 2007 | /s/ Talal Yassin                          | 
|                      | Talal Yassin                              | 
|                      | Director                                  | 
|                      |                                           | 
|Date December 7, 2007 | /s/ Clyde Harrison                        | 
|                      | Clyde Harrison                            | 
|                      | Director                                  | 

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