UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2005 [
        ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to __________ Commission file number333-62482 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.    YesxNo [   ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.    Yes [   ]     No  [   ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 20,942,675common shares issued and outstanding as of November 1, 2004 Transitional Small Business Disclosure Format (Check one):
        Yes [
        ]
        Nox   D/JLM/645720.1     - 2 -



PART I  -  FINANCIAL INFORMATION

Item1. Financial Statements.



GEOCOM RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

(unaudited)




March 31,2005ASSETSCurrent assetsCash
        
        $     419,643Other current assets
        
        587Total current assets
        
        420,230Property and equipment, net
        
        5,137TOTAL ASSETS
        
        $     425,367LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAdvances  related parties
        
        $     2,665CommitmentsSTOCKHOLDERS EQUITY:Common stock, $.00001 par value, 100,000,000 shares
authorized, 20,942,675 shares issued and outstanding
        
        209Additional paid in capital
        
        3,531,749Deficit accumulated during the exploration stage
        
        (3,109,256)Total Stockholders Equity
        
        422,702TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
        
        $     425,367





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GEOCOM RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ending March 31, 2005 and 2004 and

Period from June 19, 2000 (Inception) through March 31, 2005

(unaudited)




Three months ended
March 31,
        
        Nine months ended
March 31,
        
        Inception through
March 31,2005
        
        2004
        
        2005
        
        2004
        
        2005Operating expenses:Exploration expenditures
        $     207,637
        
        234,858
        
        944,138
        
        739,123
        
        2,215,967Oil and gas activities
        -
        
        -
        
        -
        
        -
        
        42,060Other general and administrative
        160,056
        
        20,587
        
        412,645
        
        62,967
        
        771,279Loss from operations
        (367,693)
        
        (255,445)
        
        (1,356,784)
        
        (802,090)
        
        (3,029,306)Interest expense
        -
        
        326
        
        -
        
        55,678
        
        79,950Net loss
        $  (367,693)
        
        $  (255,771)
        
        $  (1,356,784)
        
        $  (857,768)
        
        $  (3,109,256)Net loss per share:Basic and diluted
        $      (0.02)
        
        $     (0.01)
        
        $     (0.07)
        
        $     (0.05)Weighted average shares outstanding:Basic and diluted
        20,899,251
        
        17,359,532
        
        19,570,601
        
        17,180,604





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GEOCOM RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ending March 31, 2005 and 2004 and

Period from June 19, 2000 (Inception) through March 31, 2005

(unaudited)




2005
        
        2004
        
        Inception through
March 31,
2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        $  (1,356,784)
        
        $  (857,768)
        
        $  (3,109,256)Adjustments to reconcile net deficit to cash
used by operating activities:Amortization of debt discount
        -
        
        53,396
        
        55,556Depreciation
        692
        
        761
        
        1,880Common shares issued for services
        -
        
        -
        
        275,000Stock purchase options issued for services
        182,745
        
        62,676
        
        245,421Change in:Other current assets
        -
        
        -
        
        (587)Accounts payable and accrued liabilities
        (3,187)
        
        (23,458)
        
        16,090NET CASH USED IN OPERATING ACTIVITIES
        (1,176,534)
        
        (764,393)
        
        (2,515,896)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment
        (3,970)
        
        -
        
        (7,017)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from notes payable
        -
        
        -
        
        500,000Proceeds from notes payable  related parties
        -
        
        -
        
        253,786Repayment of notes payable  related parties
        -
        
        (39,125)
        
        (253,786)Proceeds from advances  related parties
        -
        
        42,500
        
        118,981Repayments from advances  related parties
        (48,782)
        
        (62,500)
        
        (118,981)Issuance of common stock
        1,490,056
        
        750,000
        
        2,442,556CASH FLOWS FROM FINANCING ACTIVITIES
        1,441,274
        
        690,875
        
        2,942,556NET CHANGE IN CASH
        260,770
        
        (73,518)
        
        419,643Cash, beginning of period
        158,873
        
        447,976
        
        -Cash, end of period
        $   419,643
        
        $   374,458
        
        $   419,643SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid
        $   -
        
        $   3,913
        
        $   6,531Income taxes paid
        $   -
        
        $   -
        
        $   -





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GEOCOM RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of Geocom Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the
audited financial statements for the most recent fiscal year end June 30, 2004 as reported in Form 10-KSB, have been omitted



NOTE 2  RECENT ACCOUNTING PRONOUNCMENTS.



In December 2004, the FASB, issued a revision to SFAS 123, also known as SFAS 123R, that amends existing accounting pronouncements for share-based payment transactions in which an enterprise receives employee and certain non-employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123R eliminates the ability to account for share-based compensation transactions using APB 25 and generally requires such transactions be accounted for using a fair-value-based method. SFAS 123Rs effective date would be applicable for awards that are granted, modified, become vested, or settled in cash in interim or annual periods beginning after December 15, 2005. SFAS 123R includes three transition methods: one that
provides for prospective application and two that provide for retrospective application. The Company intends to adopt SFAS 123R prospectively commencing in the third quarter of the fiscal year ending June 30, 2006. It is expected that the adoption of SFAS 123R will cause the Company to record, as expense each quarter, a non-cash accounting charge approximating the fair value of such share based compensation meeting the criteria outlined in the provisions of SFAS 123R.



NOTE 3  STOCK BASED COMPENSATION

In December 2004, Geocom issued 200,000 stock options to a new board member. The share purchase options vest in 20% increments over two years every six months with the first 20% vesting on the grant date. The strike price of the stock options is $0.40 and they expire three years after the grant date. The options were valued using the intrinsic value method and have no value because the strike price is higher than the market price on the grant date.

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

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





- 6 -



These options were valued at $309,378 using the fair value method. These expenses will be recognized over the vesting period.



The pro forma effect on net loss as if the fair value of stock-based compensation had been recognized as compensation expense on a straight-line basis over the vesting period of the stock options or purchase right was as follows for the nine months ended March 31, 2005 and 2004:




Nine Months
Ended March 31,2005
        
        2004Net loss, as reported
        $   (1,356,784)
        
        $   (857,768)Add: Stock-based employee compensation included in reported net loss
        1,600
        
        800Less: Stock-based employee compensation determined under fair value based method for all rewards
        (302,716)
        
        (110,001)Pro forma net loss
        $   (1,657,900)
        
        $   (966,969)Basic and diluted net loss per shareAs reported
        $    (0.07)
        
        $   (0.05)Pro forma
        $   (0.08)
        
        $    (0.06)



NOTE 4  RECLASSIFICATIONS



Certain amounts in the March 31, 2004 financial statements have been reclassified to conform with the March 31, 2005 financial statement presentation.



NOTE 5  CAPITAL STOCK

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

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

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

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

NOTE 6 RELATED PARTIES

Consulting fees  related parties consist of legal, marketing, and financial consulting services received from four directors. For the nine months ended March 31, 2005, $105,000 of expenses was incurred.

NOTE 7  COMMITMENT

In October 2004, Geocom signed an office lease through the period ending September 30, 2005. The base rent will be $595 per month.





- 7 -



Item2. Managements Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

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

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

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

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

Background

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

General

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



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



- 8 -



the project. To earn our interest, we must expend US$500,000 prior to September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. The Company had spent $399,018 by March 31, 2004 and a total of $460,860 by June 30, 2004, and a total of $871,303.33 by March 31, 2005. The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production. On December 9, 2004 the company amended the Agreement as follows:



        Geocom and TNR can now earn interests in the D claim and H&S claims separately, each claim block having independent work obligations;
        Geocom and TNR have agreed to consider a geophysical survey over the D claims on or before June 30, 2005;
        Geocom and TNR will inform BHP Billiton whether they will commit to drill 2 drill holes of not less than 250 meters each on the D claims. If Geocom elects not to commit, the option to earn an interest in the D claims will terminate, however, such decision will not affect Geocoms rights on the H & S claims;Geocom will drill no less than three 250-meter holes on the H claims on or before December 31, 2005.

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

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

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

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

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

Competitive Factors

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





- 9 -



Current Projects

La Carolina Project, San Luis, Argentina

On April 28, 2003 we entered into a letter of intent with TNR to acquire an option to purchase a 75% working interest in the La Carolina mineral project, located in the Sierra San Luis Mountains of Central Argentina. On May 2, 2003 we entered into a formal agreement with TNR to acquire the 75% interest in the La Carolina Project. The La Carolina Project comprises 1,318 hectares in the San Juan Province of Argentina, located 90 kilometers northeast of the provincial capital of San Luis. To earn our 75% interest, we must spend US$2,000,000 over four years on exploration and development and we must expend $100,000 in exploration on the property on or before April 30, 2004 to maintain our right to earn an interest at La Carolina. We had spent $196,060 on the property by March 31, 2004, a total of $287,162 by June 30, 2004 a total of $600,335.14 by December 31, 2004, and a total of $606, 234.19 by March 31, 2005.
We must issue or arrange for transfer of 50,000 of our common shares to TNR upon formalization of the agreement, and annually thereafter until our obligations have been met. As a result, our directors have transferred a total of 50,000 of their shares to TNR to date. Upon vesting of our interest in the project, we will enter into a formal venture agreement with TNR to manage the development of the project.

Property and Claims

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


Location Area
        Name
        File Number
        Owner
        Size
        Date GrantedhectaresCarolina
        Atenea
        672-D-88
        CMSA
        200
        7/6/1999Carolina
        Afrodita
        276-V-87
        CMSA
        100
        7/6/1999Carolina
        Adonis
        673-D-88
        CMSA
        200
        7/6/1999Carolina
        Arbol de Anibal
        441-C-85
        CMSA
        100
        7/6/1999Carolina
        Arbolito
        677-D-88
        CMSA
        200
        7/6/1999Carolina
        Penélope
        538-C-88
        CMSA
        100
        7/6/1999Carolina
        Baco
        674-D-88
        CMSA
        100
        7/6/1999Carolina
        Carolina II
        719-N-98
        CMSA
        100
        7/6/1999Carolina
        Carolina III
        720-N-98
        CMSA
        100
        7/6/1999Carolina
        Carolina IV
        721-N-98
        CMSA
        100
        7/6/1999Carolina
        La Estancia
        775-C-2003
        CMSA
        18
        3/12/20031318During the period October to December 2003, company personnel conducted acquisition of data from various sources in Argentina, mapped and sampled in areas previously identified by Argentine geologists, and did reconnaissance geologic mapping and sampling on parts of the La Carolina property not previously evaluated.

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





- 10 -



Location and Access

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

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

Agreement and Terms

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

Previous Work

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

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

Property Description

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

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

Property Geology

La Carolina gold property is located in the westernmost side of the 80 kilometer-long northwest- trending Tertiary (Mio-Pliocene) volcanic belt in the geologic province ofSierras Pampeanas in San Luis province, Argentina Republic. This volcanic belt is comprised oflatite-trachites, trachy-andesites with areas having a high content of sanidine.

The volcanic complex at La Carolina comprises of amultisystem maar diatremes, conforming autoclastic breccias, hydrothermal breccias and phreatomagmatic breccias. Mineralization is vein hosted as well as disseminated. Generally mineralization is hosted in the structures developed by the maar diatreme systems.

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

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





- 11 -



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

Proposed Exploration Program

General

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

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

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

Proposed Exploration Program

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


1.
        Acquisition of all available previous data and formation of a property-wide database;2.              Evaluation of existing geochemical data for statistical trends within the data that will aid surface and subsurface exploration activities;

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

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

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

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

Regulations

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



        Locating claims
        Posting claims
        Working and exploring on mining claims
        Reporting on work performedWe must comply with this law in order to maintain our claims. The purpose of the Actis to assist persons and companies desiring to explore for valuable minerals in Argentina to understand the process whereby exploration activities are permitted and regulated. The Act establishes province- wide standards for mineral exploration and



- 12 -



development activities. The Actalso serves to manage and administer exploration, development, and reclamation activities to ensure maximum extraction with a minimum of environmental disturbance.

Explorations

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

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

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

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

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

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



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



Selected assays for the holes are shown below:




Drill Hole No.
        From (m)
        To (m)
        Interval (m)
        Au (g/t)
        Ag (g/t)C-01-04
        11.2
        34.2
        33
        3.91
        31.2Including
        43.1
        53
        9.9
        2.0
        35.991.2
        120.2
        29
        1.46
        25.7C-03
        61.4
        75
        13.6
        1.83
        23.3We consider the results of this drill program encouraging, and intend to continue evaluation of the project





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Iliamna Project, Alaska, USA

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



        Geocom and TNR can now earn interests in the D claim and H&S claims separately, each claim block having independent work obligations;
        Geocom and TNR have agreed to complete a geophysical survey over the D claims on or before June 30, 2005;
        Geocom and TNR will inform BHP Billiton whether they will to drill 2 drill holes of not less than 250 meters each on the D claims. If Geocom elects not to commit, the option to earn an interest in the D claims will terminate, however, such decision will not affect Geocoms rights on the H & S claims;The Company had spent $399,018 by March 31, 2004, a total of $460,860 by June 30, 2004 and a total of $568,952 by September 30, 2004, and a total of $871,303.33 by March 31, 2005 The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with obligation to fund the project through a formal feasibility study. BHP can earn an additional 10% interest by agreeing to arrange the financing necessary to bring the project into commercial production.

Property and Claims

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

Location and Access

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

Agreement and Terms

We have an option agreement with TNR and BHP Billiton Inc. with respect to the property. We must expend $500,000 in exploration on the property by September 26, 2004, including an expenditure of $350,000 by May 7, 2004 in respect of the Iliamna property to maintain our right to earn an interest. The Company had spent $399,018 by March 31, 2004, $460,860 by June 30, 2004 $568,952 by September 30, 2004 and a total of $871,303.33 by March 31, 2005

Previous Work

In 2000, Rio Algom Exploration Inc. began exploring for supergene enriched porphyry copper deposits in SW Alaska. During the year, they conducted an airborne magnetic survey, which identified three regional magnetic anomalies. An IP/resistivity survey was conducted on selected targets after which the company staked claims - the



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Illiamna property - to cover the geophysical anomalies. Subsequent to claim staking, Rio Algom was acquired by BHP Billition Inc. On October 15, 2002 TNR (now TNR Gold Corp.) acquired an option to acquire 70% of the property from BHP.

Property Description

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

Property Geology

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

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

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

Proposed Exploration

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

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

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

Exploration Program

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

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





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Regulations

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

Explorations

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

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

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


Drill Hole No.
        From (ft)
        To (ft)
        Interval (ft)
        Au (ppm)
        Cu (ppm)IL-03-H-01 (metamorphic)
        220
        685
        465
        0.0195
        231including
        220
        285
        65
        0.0300
        304345
        375
        30
        0.0297
        528445
        685
        240
        0.0195
        244IL-03-H-02 (intrusive)
        282
        835
        553
        0.0484
        212including
        282
        365
        83
        0.0378
        284395
        505
        110
        0.0500
        417555
        715
        160
        0.0755
        209At the D claims, the final two holes of this years program were terminated at 428 feet and 330 feet in glacial sands, and did not reach bedrock due to adverse drilling conditions. Estimates of depth to bedrock in this area, based on geophysical data, were substantially shallower; as a result the Registrant has asked its geophysicists to review the original data for an explanation of the disparity.

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

Based on the success of the 2003 drill program, we conducted a geophysical survey on the property in April 2004. On September 13, 2004 we announced the results of the geophysical survey which delineated several anomalies considered to reflect sulphide mineral concentrations and thus drill targets.On September 21, 2004 we announced the commencement of a planned 1,000 meter core drill program to be conducted on the H claim block of the Iliamna property.





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

Escorpion Project, Coquimbo Region IV, Chile



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



Property and Claims



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




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

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





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During the period January to March 2004, company personnel completed preliminary geologic mapping and sampling on the Escorpion Project, in preparation for an upcoming drill program. This work included rock, soil and stream sediment sampling along with the collection of remote sensing data to define the extent of the mineralized zones and clarify the controls on mineralization. .

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

Location and Access

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

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

Agreement and Terms

W have an option agreement with Minera Canella S.A. in respect of the property,  To earn our 55% we must spend US$1,700,000.50 over four years on exploration and development at and we must expend $150,000.50 in exploration on the property on or by December 31, 2005. The Company had spent $38,518.46 by March 31, 2005

Previous Work

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

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

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

Property Description

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



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lines are located within 3kms of the Chululera workings, and underground water is reported to be plentiful and near surface.

Property Geology

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

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



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



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



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



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

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

Proposed Exploration Program

General

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





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

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

Proposed Exploration Program

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

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

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

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

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

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

A drill contract has been awarded to a Chilean contractor to commence diamond drilling on the Chululera and Amax showings in May of 2005. This work will consist of drilling a minimum of 500m of NQ sized core in at least 6 holes. The positioning of these holes has been determined to test the concept of a flat lying mineralized horizon extending into the hillside from the surface exposures.

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

Santa Rosa and Marcelita, Chile

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

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

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





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

RISK FACTORS

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

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

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

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

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

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

We have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to March 31, 2005 is $3,109,256. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:


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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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





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

Plan of Operation

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

Plan of Operations - Next 12 Months

We intend to continue our exploration activities in Alaska, Argentina and Chile. Our personnel are continuously evaluating new opportunities that become available via network contracts, on ground exploration, or via submittal from independent sources. We anticipate we will require $1,005,000 for the 12 months ending December 31, 2005 to fund our obligations in respect of our various properties and for our ongoing operational expenses.

We intend to finance our activities via a brokered private placement. As of October 28, 2004 we have raised approximately $1,240,000 under a private placement of units at a price of $0.40 per unit.

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

Financial Condition, Liquidity and Capital Resources

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

At December 31, 2004, there was a working capital of $326,264 compared to a working capital of $417,565 at March 31, 2005.

At March 31, 2005, our total assets were $420,230, which consisted primarily of cash assets of $419,643.

At March 31, 2005, our total current liabilities decreased to $2,665 from $5075 at December 31, 2004.

We posted losses of $367,693 for the three months ending March 31, 2005 and $3,109,256 since inception to March 31, 2005. The principal components of the losses for the three months ended March 31, 2005 were administrative expenses of $160,056 and exploration expenses of $207,637. By comparison, as of the three months ended March 31, 2004 we had incurred exploration expenditures of $234,858. .

Operating expenses for the three months ending March 31, 2005 were $367,693, compared to the three months ending March 31, 2004, which were $857,768.

At March 31, 2005, we had cash on hand of $419,643.

Going Concern

We have historically incurred losses, and through March 31, 2005 have incurred losses of $3,109,256 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings and/or bank financing.

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



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statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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

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

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Item3. 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 March 31, 2005. This evaluation was carried out under the supervision and with the participation of our companys management, including our companys president and chief executive officer. Based upon that evaluation, our companys president and chief executive officer concluded that our companys disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our companys internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

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





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PART II-OTHER INFORMATION

Item1. 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

None.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item6. Exhibits.

Exhibits required by Item 601 of Regulation S-B




ExhibitNumber
        Description3.1
        Restated Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).3.2
        By-laws (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).4.1
        Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on June 7, 2001).5.1
        Opinion of Clark, Wilson regarding the legality of the securities being registered10.1
        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).





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10.8
        Consulting Agreement dated effective January 1, 2004 with Ellsworth Geological, PC (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).10.9
        Consulting Agreement dated January 19, 2004 with Gary Schellenberg (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).10.10
        Consulting Agreement dated January 19, 2004 with Roberto Lara (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).10.11
        Form of Stock Option Agreement for January 21, 2004 grant of stock options with the following:
John HinerPaul ChungTalal YassinAndrew StewartJim ChapmanPeter EllsworthJeffrey JaacksJohn BengelsdorfGary SchellenbergRoberto Lara(incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)10.12
        Form of Stock Option Agreement for July 26, 2004 grant of stock options with the following:
John HinerPaul ChungTalal YassinAndrew StewartJim ChapmanPeter EllsworthJeffrey JaacksJohn BengelsdorfGary SchellenbergRoberto LaraHarvey LawsonAruba Capital Inc.Charles MaddenElizabeth Torry(incorporated by reference from our Annual Report on Form 10-KSB, filed on
October 14, 2004)10.13
        Consulting Agreement dated July 23, 2004 with Elizabeth Torry. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)10.14
        Consulting Agreement dated July 26, 2004 with Aruba Capital Inc. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)10.15
        Consulting Agreement dated July 26, 2004 with Charles Madden. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)10.16
        Consulting Agreement dated July 26, 2004 with Harvey Lawson. (incorporated by reference from our Annual Report on Form 10-KSB, filed on October 14, 2004)21.1
        Subsidiaries of Geocom Resources Inc.

Minera Geocom Resources-Chile Limitada.31.1
        Section 302 Certification31.2
        Section 302 Certification32.1
        Section 906 Certification





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SIGNATURES

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

GEOCOM RESOURCES INC.

/s/ John Hiner

John Hiner, President and CEO

(Principal Executive Officer)

Date: May 16, 2005

/s/ Paul Chung

Paul Chung, Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Date: May 16, 2005

/s/ Andrew Stewart

Andrew Stewart

Director

Date: May 16, 2005

/s/ Talal Yassin

Talal Yassin

Director

Date: May 16, 2005