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 endedSeptember 30, 2006 [
        ] 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: 24,740,494 common shares issued and outstanding as of September 30, 2006 Transitional Small Business Disclosure Format (Check one):
        Yes [
        ]
        Nox Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). .  YesoNox  D/JLM/645720.1       PART I  -  FINANCIAL INFORMATION Item1.Financial Statements.   Geocom Resources Inc.
(An Exploration Stage Company)
        Statement 1Interim Consolidated Balance SheetsU.S. FundsUnaudited    (a)          ASSETS
        
        September 30
2006
        
        June 30
2006CurrentCash
        $
        449,199
        $
        131,812Marketable securities
        
        4,750
        
        4,750Other current assets
        
        52,067
        
        45,875506,016
        
        182,437Mineral Property Acquisition Costs(Note 4)
        
        31,500
        
        31,500Property and Equipment(Note 9)
        
        8,844
        
        9,790$
        546,360
        $
        223,727LIABILITIESCurrentAccounts payable and accrued liabilities
        $
        100,072
        $
        78,482Accounts payable - related parties
        
        301,826
        
        271,826Due to joint venture partner(Note 4)
        
        145,112
        
        144,568547,010
        
        494,876Going concern(Note 2)SHAREHOLDERS EQUITY (DEFICIENCY)Capital Stock(Note 5)Common stockAuthorized:  100,000,000 with $0.00001 par valueIssued and outstanding:  24, 803,788 (22,257,318)
        
        249
        
        223Additional paid-in capital
        
        4,731,744
        
        4,255,623Deficit Accumulated During the Exploration Stage
        
        (4,733,160)
        
        (4,526,900)Accumulated Other Comprehensive Income (Loss)
        
        517
        
        (95)(650)
        
        (271,149)$
        546,360
        $
        223,727   - See Accompanying Notes -  D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)
        Statement 2Interim Consolidated Statements of Shareholders Equity (Deficiency)U.S. FundsUnaudited    Shares
        
        Par Value
        
        Additional
Paid-in
Capital
        
        Deficit
Accumulated
During the
Exploration
Stage
        
        Accumulated
Other
Comprehensive
Income
        
        TotalBalance June 30, 2004
        17,359,532
        $
        174
        $
        1,858,983
        $
        (1,752,474)
        $
        -
        $
        106,683Capital stock issued for cash
        3,583,143
        
        35
        
        1,490,020
        
        -
        
        -
        
        1,490,055Stock options issued for services
        -
        
        -
        
        182,746
        
        -
        
        -
        
        182,746Foreign currency translation
        -
        
        -
        
        -
        
        -
        
        1,078
        
        1,078Loss for the year
        -
        
        -
        
        -
        
        (1,582,546)
        
        -
        
        (1,582,546)Balance June 30, 2005
        20,942,675
        
        209
        
        3,531,749
        
        (3,335,020)
        
        1,078
        
        198,016Capital stock issued for cash
        1,164,643
        
        12
        
        237,541
        
        -
        
        -
        
        237,553Capital stock issued for property
        150,000
        
        2
        
        31,498
        
        
        
        -
        
        31,500Stock options issued for services
        -
        
        -
        
        454,835
        
        -
        
        -
        
        454,835Foreign currency translation
        -
        
        -
        
        -
        
        -
        
        (1,173)
        
        (1,173)Loss for the year
        -
        
        -
        
        -
        
        (1,191,880)
        
        -
        
        (1,191,880)Balance June 30, 2006
        22,257,318
        
        223
        
        4,255,623
        
        (4,526,900)
        
        (95)
        
        (271,149)Capital stock issued for cash
        2,483,176
        
        25
        
        422,115
        
        -
        
        -
        
        422,140Capital stock issued for finders fees
        63,294
        
        1
        
        10,759
        
        -
        
        -
        
        10,760Capital stock issuance costs
        -
        
        -
        
        (31,731)
        
        -
        
        -
        
        (31,731)Stock options issued for services
        -
        
        -
        
        74,978
        
        -
        
        -
        
        74,978Foreign currency translation
        -
        
        -
        
        -
        
        -
        
        612
        
        612Loss for the period
        -
        
        -
        
        -
        
        (206,260)
        
        -
        
        (206,260)Balance September 30, 2006
        24,803,788
        $
        249
        $
        4,731,744
        $
        (4,733,160)
        $
        517
        $
        (650)           - See Accompanying Notes -   D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)
        Statement 3Interim Consolidated Statements of OperationsU.S. FundsUnaudited   For the Three Months Ended
September 30
        Inception through
September 302006
        
        2005
        
        2006Operating ExpensesMineral exploration expenditures
        
        
        
        
        $
        11,740
        $
        61,731
        $
        2,687,274Oil and gas activities
        
        
        
        
        
        -
        
        -
        
        42,060Other general and administrative
        
        
        
        
        
        194,520
        
        165,716
        
        1,870,211Loss from Operations
        
        
        
        
        
        (206,260)
        
        (227,447)
        
        (4,599,545)Write-down of marketable securities
        
        
        
        
        
        -
        
        -
        
        (3,375)Interest expense
        
        
        
        
        
        -
        
        -
        
        (130,240)Loss for the Period
        
        
        
        
        $
        (206,260)
        $
        (227,447)
        $
        (4,733,160)Loss Per ShareBasic and Diluted
        
        
        
        
        $
        (0.01)
        $
        (0.01)Weighted-Average Shares Outstanding:Basic and Diluted
        
        
        
        
        
        23,444,924
        
        20,940,675                D/JLM/645720.1       - See Accompanying Notes -  D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)
        Statement 4Interim Consolidated Statements of Cash FlowsU.S. FundsUnaudited  For the Three Months Ended
September 30
        Inception through
September 30,`
        
        
        
        
        
        2006
        
        2005
        
        2006Cash Flows from Operating ActivitiesLoss for the period
        
        
        
        
        $
        (206,260)
        $
        (227,447)
        $
        (4,733,160)Adjustments to reconcile loss to cash
used in operating activities:Amortization of discount on notes payable
        
        
        
        
        
        -
        
        -
        
        55,556Depreciation
        
        
        
        
        
        946
        
        892
        
        7,374Shares received for properties
        
        
        
        
        
        -
        
        -
        
        (8,125)Write-down of marketable securities
        
        
        
        
        
        -
        
        -
        
        3,375Common shares issued for services
        
        
        
        
        
        -
        
        -
        
        275,000Common shares issued for interest expense
        
        
        
        
        
        -
        
        -
        
        13,425Stock options issued for services
        
        
        
        
        
        74,978
        
        91,373
        
        775,234Change in non-cash working capital:Other current assets
        
        
        
        
        
        (6,192)
        
        (12,221)
        
        (52,067)Accounts payable and accrued liabilities
        
        
        
        
        
        51,590
        
        (72,643)
        
        380,927Due to joint venture partner
        
        
        
        
        
        544
        
        -
        
        145,112(84,394)
        
        (220,046)
        
        (3,137,349)Cash Flows from Investing ActivitiesPurchase of property and equipment
        
        
        
        
        
        -
        
        -
        
        (16,218)Cash Flows from Financing ActivitiesProceeds from notes payable
        
        
        
        
        
        -
        
        -
        
        500,000Proceeds from notes payable  related parties
        
        
        
        
        
        -
        
        -
        
        253,786Repayment of notes payable  related parties
        
        
        
        
        
        -
        
        -
        
        (253,786)Proceeds from advances  related parties
        
        
        
        
        
        -
        
        -
        
        118,982Repayment of advances  related parties
        
        
        
        
        
        -
        
        -
        
        (118,982)Issuance of common stock
        
        
        
        
        
        401,169
        
        45,500
        
        2,908,109401,169
        
        45,500
        
        3,602,249Effects of exchange rates on cash
        
        
        
        
        
        612
        
        (5,107)
        
        517Net Change in Cash
        
        
        
        
        
        317,387
        
        (179,653)
        
        449,199Cash  Beginning of period
        
        
        
        
        
        131,812
        
        289,412
        
        -Cash  End of period
        
        
        
        
        $
        449,199
        $
        109,759
        $
        449,199Supplemental Cash Flow InformationInterest paid
        
        
        
        
        $
        -
        $
        -
        $
        61,259Income taxes paid
        
        
        
        
        $
        -
        $
        -
        $
        -Summary of Non-Cash Investing
and Financing TransactionsShares issued for finders fees
        
        
        
        
        $
        10,760
        $
        -
        $
        -Shares issued for mineral properties
        
        
        
        
        $
        -
        $
        -
        $
        31,500Shares received for mineral properties
        
        
        
        
        $
        -
        $
        -
        $
        8,125Shares issued on conversion of notes payable
        
        
        
        
        $
        -
        $
        -
        $
        500,000 - See Accompanying Notes -  D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited   SCHEDULE "A"1.
        BASIS OF PRESENTATION  The accompanying unaudited interim financial statements of Geocom Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys registration statement filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the
audited financial statements for the most recent fiscal year ended June 30, 2006 as reported in Form 10-KSB, have been omitted.   2.
        Going Concern  The Company has recurring losses and has a deficit accumulated during the exploration stage of $4,733,160as of September 30, 2006.  These financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.  Management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found.  The Company'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.  3.
        Recent Accounting Pronouncements  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 adopted SFAS 123R prospectively commencing in the third quarter of the fiscal year ending June 30, 2006 and recorded, as an expense in each quarter beginning after         Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited  December 15, 2005, a non-cash accounting charge approximating the fair value of such share based compensation meeting the criteria outlined in the provisions of SFAS 123R.  4.
        Exploration Properties  The Company has 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 the Company and TNR, as to equal parts, over a period of four years. The Company has received $12,500 and 12,500 shares to September 30, 2006.  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.  The Company 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. The Company spent a total of $616,676 on the property. To facilitate the option agreement with Latin American, TNR and the Company mutually agreed to renegotiate the terms of the La Carolina option agreement such that:  the Company has fully vested its interest in the project; the Company reduces its vested interest from the originally contemplated 75% to 50%, effective November 29, 2005; the Company 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 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 its 55% interest, the Company must spend $1,700,001 over four years on exploration and development and with a firm commitment to spend $150,001 in exploration on the property on or by December 31, 2005.  The Company incurred $236,678 by December 31, 2005 and must spend a cumulative $1,700,001 by January 24, 2009.  The Company has signed a joint venture agreement with Kinross Gold Corporation (Kinross) whereby the Company and Kinross will jointly explore certain areas in Chile.  Each company will fund $190,000 towards the project, with any properties acquired being shared on an equal basis.  Kinross will have the option, subject to certain conditions, to earn an additional 20% interest in each project.  As at September 30, 2006, the unspent portion of Kinross share of the initial exploration budget, which amounted to $145,112, has been presented in these financial statements as a current liability.  On May 20, 2003, the Company entered into an agreement with TNR to earn a 75% interest in TNR's option to earn a 70% interest in BHP Minerals International Exploration Inc.'s (BHP) Iliamna Project in Alaska.  The interest earned is subject to a back-in right held by BHP to reacquire a 70% interest in the project with an obligation to fund  D/JLM/645720.1      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.  D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited   4.
        Exploration Properties (Continued)  On October 31, 2003, the Company announced the acquisition of two gold and base metal projects in Chile. Company personnel staked both properties on behalf of the Corporation. The Santa Rosa and Marcelita properties comprise a total of 2433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapó, Tierra Amarilla County, Region III, Chile. The Corporation controls 100% of the property acquired.  On February 16, 2004, the Company announced the acquisition, by staking, of six claims that provide a 100% interest in 680 hectares (1,680 acres) in northern Chile. Company personnel staked the claims to cover several sediment hosted copper and gold occurrences.  5.
        Capital Stock  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, 2006 are as follows:  Shares
Issued
        
        Par Value
        
        Additional Paid in CapitalBalance  beginning of period
        22,257,318
        $
        223
        $
        4,255,623Issued and fully paid:Private placement (i)
        2,483,176
        
        25
        
        422,115Capital stock issued for finders fees on Private placement (i)
        63,294
        
        1
        
        10,759Capital stock issuance costs on Private placement (i)
        -
        
        -
        
        (31,731)Stock-based compensation (Note 7)
        -
        
        -
        
        74,978Balance  end of period
        24,803,788
        $
        249
        $
        4,731,744  (i)
        During the period, the Company raised gross proceeds of $422,140 by way of a private placement consisting of 2,483,176 units at a price of $0.17 per unit (Unit). Each Unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase an additional common share of the Company for a period of one year at a price of $0.50.  The Company paid a cash finders fees of $20,971 and issued 63,294 warrants as finders fees in connection with the private placement.  The finders fee warrants were fair valued at $10,760 and the warrants have the same terms as the warrants of the offering.   D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited  6.
        Stock Options In December 2003, the Company adopted a stock option plan under which 1,700,000 shares of the Companys common stock have been reserved for issuance. Option activity was as follows for the periods ended September 30:  2006
        
        2005Shares
        
        Weighted-average exercise price
        
        Shares
        
        Weighted-average exercise priceBalance  beginning of period
        
        1,445,000
        
        0.25
        
        1,540,000
        
        0.93Granted
        
        -
        
        -
        
        -
        
        -Exercised
        
        -
        
        -
        
        -
        
        -Forfeited
        
        -
        
        -
        
        -
        
        -Balance  end of period
        
        1,445,000
        
        0.25
        
        1,540,000
        
        0.93Exercisable at end of period
        
        1,231,000
        
        0.25
        
        1,009,000
        
        0.93 All outstanding stock options were re-priced to an exercise price of $0.25 on March 20, 2006.  A summary of the options outstanding at September 30, 2006 is as follows:  Exercise Price
        
        Shares
        
        Weighted-average life in years
        
        Exercisable
        
        Expiry0.25
        
        380,000
        
        0.31
        
        380,000
        
        January 21, 20070.25
        
        575,000
        
        0.82
        
        575,000
        
        July 26, 20070.25
        
        200,000
        
        1.19
        
        160,000
        
        December 8, 20070.25
        
        165,000
        
        0.33
        
        66,000
        
        January 27, 20090.25
        
        125,000
        
        0.47
        
        50,000
        
        March 20, 20091,445,000
        
        0.85
        
        1,231,000   D/JLM/645720.1        Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited  7.
        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:  2006
        
        2005Total options granted
        
        -
        
        -Average exercise price
        $
        -
        $
        -Estimated fair value of compensation
        $
        -
        $
        -Estimated fair value per option
        $
        -
        $
        -   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:  2006
        
        2005Risk-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: 2006
        
        2005Number of options vested in period
        
        201,000
        
        268,000Stock-based compensation expense
        $
        74,978
        $
        91,373   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.  Had the fair value of employee stock-based compensation been recognized as compensation expense, prior to the adoption of SFAS 123(Note 3), on a straight-line basis over the vesting period of the stock options, the pro forma effect on the loss for the period ending September 30 is as follows:  2006
        
        2005Loss, as reported
        $
        (206,260)
        $
        (227,447)Less: Unrecorded stock-based employee compensation determined under fair value based method
        
        -
        
        (146,442)Pro forma loss
        $
        (206,260)
        $
        (373,889)Basic and diluted loss per share   D/JLM/645720.1        As reported
        $
        (0.01)
        $
        (0.01)Pro forma
        $
        (0.01)
        $
        (0.02)   Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited   8.
        Stock Warrants  At September 30, 2006, the Company had share purchase warrants outstanding to purchase common shares as follows:  Shares
        
        Exercise Price
        Expiry Date2,487,500
        
        $ 0.25
        October 31, 2006 (i)2,483,176
        
        $ 0.50
        August 23, 200863,294
        
        $ 0.50
        August 23, 20084,970,676  (i)
        Subsequently extended the expiry date (Note 12).   9.
        Property and Equipment Property and equipment consists of computer equipment, office furniture, and exploration equipment.  The property and equipment is depreciated using the straight-line method with useful lives ranging from 3-5 years.  Details are as follows:  Cost
        
        Accumulated Amortization
        September 30
2006
Net Book
ValueFurniture and fixtures
        $
        692
        $
        498
        $
        194Computer equipment
        
        6,325
        
        4,973
        
        1,352Exploration equipment
        
        9,555
        
        2,257
        
        7,298$
        16,572
        $
        7,728
        $
        8,844   10.
        Related Party Transactions  The Company has month to month service agreements with related parties.   Currently, two directors and one officer each receive $2,500 per month and one officer receives $7,500 per month for services performed on behalf of the Company.  For the period ending September 30, 2006 and 2005 payments to related parties for services were $45,000 and $47,500, respectively.  D/JLM/645720.1       As discussed in note 5, the Company has entered into a transaction with a company of which the Companys Chief Financial Officer is a shareholder and director.  Geocom Resources Inc.
(An Exploration Stage Company)Notes to Interim Consolidated Financial StatementsSeptember 30, 2006U.S. FundsUnaudited   11.
        Income Taxes  The Company did not provide any current or deferred United States federal, state or foreign income tax provision or benefit for the period presented because it has experienced operation losses since inception.  The Company has provided a full valuation allowance on the deferred tax asset, consisting primarily of net operating loss carry-forwards, because of uncertainty regarding its realization.  Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the net deferred taxes at June 30, 2006 are as follows:  Deferred tax asset attributable to:Net operating losses carried forward
        $
        1,327,322Valuation allowance
        
        (1,327,322)Total net deferred tax asset
        $
        -  The Company follows Statement of Financial Accounting Standards Number 109 (SFAS 109), Accounting for Income Taxes. SFAS No. 109 requires a valuation allowance, if any, to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Management has determined that a valuation allowance of $1,327,322 at June 30, 2006 is necessary to reduce the deferred tax assets to the amount that will more than likely than not be realized.  At June 30, 2006 the Company had net operating loss carry-forwards amounting to approximately $3.7 million and $.4 million for U.S. and Chile tax purposes, respectively, that expire in various amounts beginning in 2020 in the U.S. and never expire in Chile.  12.
        Subsequent Event  By directors consent resolution and subsequent 8K filing, outstanding warrants priced at $0.25 that were set to expire on October 31, 2006 were extended under the same exercise and price conditions until April 30, 2007.    D/JLM/645720.1         Item2.Management's Discussion and Analysis or Plan of Operation. FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States Dollars (US$) 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 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 exploration stage. Mineral resource exploration can consist of several stages.  The earliest stage usually consists of 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.  D/JLM/645720.1       After the identification of a property as a potential prospect, the next stage would usually be the acquisition of a right to explore the area for mineral resources.  This can consist of the outright acquisition of the land or the acquisition of specific, but limited, rights to the land (e.g., a license, lease or concession).  After acquisition, exploration would probably begin with a surface examination by a prospector or professional geologist with the aim of identifying areas of potential mineralization, followed by detailed geological sampling and mapping of this showing with possible geophysical and geochemical grid surveys to establish whether a known trend of mineralization continues through un-exposed portions of the property (i.e., underground), possibly trenching in these covered areas to allow sampling of the underlying rock.  Exploration also commonly includes systematic regularly spaced
drilling in order to determine the extent and grade of the mineralized system at depth and over a given area, as well as gaining underground access by ramping or shafting in order to obtain bulk samples that would allow one to determine the ability to recover various commodities from the rock.  Exploration might culminate in a feasibility study to ascertain if the mining of the minerals would be economic.  A feasibility study is a study that reaches a conclusion with respect to the economics of bringing a mineral resource to the production stage. We have an option to acquire a 52.5% undivided interest in a property in Iliamna, Alaska covering approximately 12,683 hectares.  We own a 50% beneficial interest in the La Carolinas property in Argentina covering approximately 1,318 hectares.  We also own two properties in northern Chile - one comprised of approximately 2,433 hectares and the other comprised of approximately 680 hectares.  In addition, we have an option to acquire a 55% interest in a property covering approximately 159 hectares located in the middle of Chile.  These properties are discussed in greater detail in the sections of this Quarterly Report on Form 10-QSB titled Description of Property beginning on page 16, below. We have also commenced 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.  This reconnaissance program is discussed in greater detain in the section of this Quarterly Report on Form 10-QSB titled Description of Property beginning on page 16, below. We have no known reserves of any type of mineral.  To date, we have not discovered an economically viable mineral deposit any of our mineral properties, and there is no assurance that we will discover any.  We intend to explore these properties with a view to exploiting any mineral deposits we discover or selling or otherwise assigning the rights to do so. The address of our principal executive office is 114 West Magnolia Street, Suite 413, Bellingham, Washington 98225.  Our telephone number is 360-392-2898  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. Description of Property Our principal executive offices are currently located at Suite 413-114 West Magnolia Street, Bellingham, Washington, 98225.  We lease these premises from Crown Plaza Executive Office Suites at a cost of $613 per month.  The lease expires on October 31, 2006.  D/JLM/645720.1       We have interests in five projects located in Argentina, Alaska, and Chile.  We have also embarked on an reconnaissance and exploration venture in Chile. There is no assurance that a commercially viable mineral deposit exists on any of our properties or that we will be able to identify any mineral resource on any of these properties that can be developed profitably.  Even if we do discover commercially exploitable levels of mineral resources on any of our properties, which is unlikely, there can be no assurance that we will be able to enter into commercial production of our mineral properties. La Carolina Project, San Luis, Argentina We have a 50% beneficial interest in the La Carolina project located in San Luis Province, Argentina.  The other 50% beneficial interest in this project is owned by TNR Gold Corp. (formerly, TNR Resources Inc.).  Compania Minera Solitario Argentina S.A., a wholly-owned subsidiary of TNR Gold, holds legal title to the La Carolina project. Property and Claims The La Carolina project consists of 11 claims, which total approximately 1,318 hectares.  Location  Area
        Name
        File Number
        Owner
        Sizehectares
        Date GrantedCarolina
        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
        3/12/2003Total
        1318   D/JLM/645720.1       Location and Access The property 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. Agreement and Terms On October 26, 2005, our company, TNR Gold and Compania Minera entered into an agreement with Latin American Minerals Inc., a Canadian public company (LAT: TSX-V), whereby Latin American acquired an option to earn a 75% interest in the La Carolina project.  The TSX Venture Exchange accepted this option agreement for filing on April 5, 2006.  To earn its 75% interest in the La Carolina project, Latin American has to make exploration expenditures on the property of no less than aggregate US$1,000,000 over a period of five years, and US $50,000 no later than April 5, 2006.  Latin American may maintain its option in good standing by making cash payments totalling $125,000 and issuing 125,000 common shares in its capital stock to both our company and to TNR Gold, 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 Upon making US$500,000 in total exploration expenditures and paying US$62,500 in cash and issuing 62,500 common shares in its capital stock to our company and TNR Gold (as provided above), Latin American will earn a 37.5% interest in the La Carolina project.  And, upon earning its 75% interest in the La Carolina project, Latin American 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.  Until Latin American either earns its interest in the La Carolina property or its option expires, we do not anticipate that we will spend any resources exploring the La Carolina project.  Instead, we expect that Latin American will expend its resources to explore the La Carolina project and to earn its interest in the property. Upon satisfaction of the option, we, TNR Gold and the Latin American have agreed to form a joint venture in which Latin American will have a 75% participating interest and both us and TNR Gold will share a 25% participating interest.  Should either of us or TNR Gold fail to participate in an approved program, then that partys interest shall be diluted.  If one of the joint venture partners is diluted to a 10% interest, then its participating interest will immediately convert to a 1% NSR. The joint venture agreement will provide us with the option to purchase the 1% NSR at anytime for USD $1,000,000. Legal title to the La Carolina project will remain in the name of Compania Minera until the full 75% interest in the La Carolina project has been earned by Latin American.  After Latin American earns the full 75% interest in the La Carolina project, we hope to establish a formal joint venture to manage its development and operation.  D/JLM/645720.1       Property Topogaraphy 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 exploration, as well as drilling or underground exploration can be conducted on a year round basis. Property Geology The La Carolina project is located in the westernmost side of the 80 kilometer-long northwest-trending Tertiary (Mio-Pliocene) volcanic belt in the geologic province ofSierras Pampeanas in San Luis province, Argentina.  This volcanic belt is comprised potassium-rich intrusive and extrusive volcanic rocks. The volcanic field at the La Carolina project comprises 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. Regulations Our mineral exploration program at La Carolina project is subject to the 1997 Argentine Mining Act (the "Argentine Mining Act") and Regulation. This act sets forth rules for 
        Locating claims 
        Posting claims 
        Working and exploring on mining claims 
        Reporting on work performed We must comply with the Argentine Mining Act in order to maintain our claims.  The purpose of the Argentine Mining 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 Argentine Mining Act establishes province-wide standards for mineral exploration and development activities.  The Argentine Mining Actalso serves to manage and administer exploration, development, and reclamation activities to ensure maximum extraction with a minimum of environmental disturbance. Prior Work There are numerous old workings and prospect pits on the property.  The area was the site of substantial alluvial gold mining in the creeks and ravines in the area.  Gold found in the placer deposits was coarse, an indication of a proximal hard rock source.  However, a source for the placer deposits has yet to be delineated. The government of Argentina conducted minimal exploration activities in the period 1978-1984.  In 1986 the government of Argentina designated a twenty square kilometre area in the Carolina - Canada Honda mining district  D/JLM/645720.1      as a mineral reserve.  In 1999, the government of Argentina released the property to the public.  Compania Minera Solitario Argentina, a wholly owned subsidiary of TNR Gold, acquired the La Carolina property by staking claims on the property. Exploration We began our exploration of 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.  We planned to drill test multiple zones located in each of the Estancia, Cerro Mogote, Cerro Pajaros, and El Camino zones, and we also planned ongoing fieldwork at the Quemado zone and an evaluation of the northern-half of the La Carolina project.  By September 1, 2004, we had completed a fifteen (15) hole core drilling program at the Estancia, Cerro Mogote, Cerro Pajaros, and El Camino showings.  Anomalous gold was encountered in thirteen of fifteen 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. For information on our plans for this property over the next twelve months, please see the section of this Annual Report on Form 10-KSB entitled Plan of Operations beginning on page 27 below. There are no known reserves on the La Carolina property and any proposed program by us is exploratory in nature.  Other than as discussed herein, we have not conducted any significant exploration activities on the La Carolina property.  We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists at the La Carolina property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained a geologist or mining engineer's report on the property. Iliamna Project, Alaska, USA 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 D, H and S block mining claims located in Iliamna, Alaska. 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.  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. Location and Access The Iliamna project is located in the Kuskokwin district 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 Iliamna 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. 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  D/JLM/645720.1      tundra made up of moss, low scrub brush, and stunted spruce growth.  The climate features warm summers and cold winters.  The coastal region is fairly moist in the summer.  The area receives about 26 inches of rainfall during the year, and about 65 inches of snow.  The recommended field exploration season is from June to October, although year-round helicopter access provides for drilling or underground exploration on a year round basis. Property Geology The main rock types occurring in the surrounding area are upper triassic andesites and andesitic breccia and tuffs of the Karmutsen Formation, Vancouver Group, which are intruded by granodiorite of the early to middle Jurassic.The rocks are cut by northwest trending faults, which typically show intense shearing and local sericitization, silicification and pyritization.  Planar quartz veinlets trend northeast through andesitic breccias and flow near the contact with granitic intrusives.  The veinlets dip steeply and vary from 0.1 to 10 centimetres thick.  Veins comprise coarsely crystalline quartz, calcite and sulphides.  The veins are locally silicified. Agreement and Terms On May 20, 2003, we entered into an agreement with TNR Gold and BHP Minerals International Exploration Inc. to earn a 75% interest in TNR Gold's Farm-Out Agreement pursuant to which TNR Gold could earn a 70% interest in BHP's Iliamna project.  Upon exercising our option, we will hold a 52.5% undivided interest in the Iliamna project.  To earn our 75% interest in TNR Golds Farm-Out 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 is subject to a back-in right held by BHP.  BHPs back-in right allows BHP 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 can earn an additional 10% undivided interest in the Iliamna project by agreeing to arrange the financing necessary to bring the project into commercial production. If BHP exercises its back-in rights to acquire a 70% interest in the property, then we will end up with a 21% interest in the property.  If BPI earns the additional 10% interest, our interest in the property will be 14%. On December 9, 2004, we announced an amendment to our agreement with TNR Gold and BHP.  Pursuant to the amendment, both we and TNR Gold could now earn interests in the D claims and the H & S claims separately, with each claim block having independent work obligations.  We and TNR Gold also agreed to inform BHP 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 elect to 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 September 30, 2006, we have spent a total of $1,146,323 on the Iliamna project. Regulations We are subject to the federal Mining Law of 1872, as modified from time to time, as well as Bureau of Land Management 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. 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 the company staked claims to cover the geophysical anomalies.  Subsequent to claim staking, Rio Algom was acquired by BHP.  D/JLM/645720.1       Previous Exploration of the Iliamna Property Rio Algoms reconnaissance-level airborne magnetic studies defined a large anomaly in western Alaska.  Follow up ground-based geophysical analysis confirmed the regional anomaly and further defined target areas for additional work.  Because the area is completely covered by recent glacial till and glacially derived materials, the standard progression of exploration has been foreshortened, and drilling is required to test the validity of the geophysical anomaly. We commenced our exploration of the Iliamna property in 2003.  We completed a drill program of four core holes: two holes were drilled in the H claims (the southern anomaly) and two holes were drilled in the D claims (the northern anomaly).  The program was intended to test two buried targets within a large, coincident geophysical anomaly previously defined by a regional airborne magnetic survey and confirmed by on-ground reconnaissance electrical resistivity activity.  At the "H" claims, drill hole IL-03-H-01 encountered bedrock at 220 feet, and was drilled to a final depth of 685 feet.  Drill hole IL-03-H-02 was drilled about 0.6 miles southwest of the first hole, at a -70 degree angle, and encountered quartz diorite intrusive at 280 feet, which continued to a total depth of 835 feet.  At the "D" claims, the two holes were terminated at 428 feet and 330 feet in glacial sands, and
did not reach bedrock due to adverse drilling conditions.  Estimates of depth to bedrock in this area, based on geophysical data, were substantially shallower.  As a result, we have asked our geophysicists to review the original data for an explanation of the disparity. 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. We followed-up this geophysical survey with a drill program, in the fall of 2004, at four locations in the H claims.  A total of 1,006 meters were drilled in these four holes.  We expanded our knowledge initially developed in our 2003 drill program and the three-dimensional induced polarization-resistivity survey of the area.  Geologic logs show that pyrite-chalcopyrrhotite-molybdenum 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 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.  We have still not received the analytical results for these holes from the laboratory.  The cost of the program was estimated to be $350,000.  This project was completed in June 2006.  Total project cost to date is $1,129,874.  For information on our plans for this property over the next twelve months, please see the section of this Annual Report on Form 10-KSB entitled Plan of Operations beginning on page 27 below. There are no known reserves on the Iliamna property and any proposed program by us is exploratory in nature.  We have not conducted any significant exploration activities on the Iliamna property.  We plan to review these mineral claims and, if warranted, undertake further exploration activities.  We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in the Iliamna property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained a geologist or mining engineer's report on the property.  D/JLM/645720.1       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 Escorpion 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 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 co-ordinates 6530500N and 280500E, Zone 19 South (Universal Transverse Mercator is a spatial coordinate system.  A more well know spatial coordinate system would be the longitude/latitude spatial coordinate system). The Escorpión 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.  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 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.  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.A   D/JLM/645720.1        Canela
        Gladiolo
        Minera Canella S.ACanela
        Rosa
        Minera Canella S.ACanela
        Crisantemo
        Minera Canella S.ACanela
        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, $150,001 of which we had to spend in exploration on the property on or by December 31, 2005.  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 may 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. 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 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 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. Mineralization in the gold zones at the Escorpión property consists of bleached and variably silicified metasedimentary rocks containing intense stockwork veining.  These stockwork zones occur in structurally complex settings with the north-northeast trending corridor and appear to be localized near intersections of north-west and north-east trending cross structures.  Geologic mapping indicates that the mineralized zones are flat lying to gently south dipping, mimicking the orientation of the metasedimentary rock sequence.  D/JLM/645720.1       Previous Work done on Escorpión Property The Escorpión property has been known for gold 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 with the aim of acquiring the Escorpión 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 Escorpión 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 whereexpected, 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 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,  D/JLM/645720.1      2005, we had spent $236,678 on mineral exploration at the Escorpión property and at June 30, 2006, we had spent $240,284 on mineral exploration at the property. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit or an ore reserve exists at the Escorpión property.  For information on our plans for this property over the next twelve months, please see the section of this Annual Report on Form 10-KSB entitled Plan of Operations beginning on page 27 below.  We have not obtained any insurance with respect to the property. We have not obtained a geologist or mining engineer's report on the property. Cucaracha, Chile On February 26, 2004, we announced the acquisition of the Cucaracha property located in northern Chile.  We staked six (6) claims covering 680 hectares.  We hold a 100% interest in these six (6) claims. We have attempted to negotiate additional land acquisitions from the local claim owners with the intention of consolidating our six claims together with new acquisitions.  However, we have now suspended our negotiations with these local landowners because we have been unable to agree on suitable terms.  We continue to hold the six claims we staked. At the Cucaracha property, sedimentary rocks host copper and gold mineralization where favorable strata are intruded by an igneous pluton.  Rock samples collected in 2003 by our geologists reported gold values up to 3.19 grams per tonne and copper values up to 1.63% within contact metamorphosed sedimentary rocks.  Rock chip samples from stockwork and veins in the diorite intrusive yield gold values up to 1.74 grams per tonne.  Only a small area of the sedimentary strata and intrusive rocks has been prospected.  Our geologists consider the property to have excellent exploration potential on a district-level scale for bulk mineable gold as well as copper deposits. The project is accessible via paved roads, and can be operated year round. We have not undertaken any significant exploration activity at the Cucaracha property.  For information on our plans for this property over the next twelve months, please see the section of this Annual Report on Form 10-KSB entitled Plan of Operations beginning on page 27 below. As of June 30, 2006, we have spent a total of $3,000 on exploration of the Cucaracha property. Santa Rosa and Marcelita, Chile The Santa Rosa and Marcelita properties comprise a total of 2,433 hectares located in the Zapallar mining district, 40 kilometers southeast of Copiapo, Tierra Amarilla County, Region III, Chile.  Previously held by LAC Minerals Ltd. in the late 1980s, the property recently became open to staking.  We control 100% of the property. The Santa Rosa property includes the Cuarteadero 1-6 claims covering 10.5 square kilometers.  Large zones of intense hydrothermal alteration that host silicification, stockwork veining, and silicified breccias within stratified volcanic rocks underlie the area.  Reconnaissance rock-chip sampling completed in 2003 returned anomalous gold and base metal values ranging up to 0.312 ppm gold, 45.4 ppm silver, 7,700 ppm copper, 4.02% lead and 6.96% zinc. The Marcelita property comprises the Chanar 1-6 claims totaling 13.9 square kilometers.  Numerous quartz-tourmaline breccia pipes pierce intensely altered and metamorphosed volcanic and intrusive rocks, which are juxtaposed with the eastern margin of the Cabeza de Vaca intrusive complex.  Anomalous gold has been found within breccias and stockwork zones on the property and ore-grade gold values occur within contact-metamorphic rocks above the intrusive with copper oxide visible along a ridge extending over one half kilometer.  Gold values reach 1.97 ppm and copper grades up to 1.63%. We have not undertaken any significant exploration activity at the Santa Rosa and Marcelita properties.  For information on our plans for these properties over the next twelve months, please see the section of this Annual Report on Form 10-KSB entitled Plan of Operations beginning on page 27 below.  D/JLM/645720.1       South Chile Recon Program - Regions 10 and 11, the Patagonia area of southern Chile In March, 2005, we initiated an exploration and reconnaisance program, known as the Chile-Recon program, in regions 10 and 11 in the Patagonia area of southern Chile.  Administratively, Chile is divided into twelve 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 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 five percent (5%) of the exploration costs expended on any such claim filed.  This will be paid annually and be capped at US $500,000 per claim block; 
        grant to Mitchell a 2.5% net smelter royalty on each claim block acquired as a result of the database.  We may purchase 1.75% of this net smelter royalty (such that Mitchell would have a 0.75% net smelter royalty) from Mitchell for US $1,000,000; The 3,000 plus sample database includes multi-element assays, and covers a broad range of geologic terrains.  Mitchell has accumulated geochemical data from various sources such as Bureau de Researche de Geologie et Miniere, a French government agency, and Sernageomin (Chilean exploration agency), BHP-Billiton, andothers.  Mitchell compiled over 1,600 stream sediment and 1,300 rock chip samples, augmented by his ownexploration 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 provides 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 prospectus, we are still waiting to receive results from the second phase.  D/JLM/645720.1       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 spent $488,619 to September 30, 2006 on this program.  As a result of these expenditures, we have performed geological mapping and rock sampling of the areas of interest to us. Kinross On March 16, 2006, we entered into a binding letter agreement with Kinross Gold Corporation (NYSE:KGC, TSX:K) to establish a formal exploration venture in respect of Region 10 in southern Chile with an option to participate in subsequent acquisitions of mining rights acquired in Region 10. The venture will jointly explore and acquire gold and other mineral targets developed by the mineral exploration program.  Properties acquired by the venture will be managed via individual joint venture structures on a 50-50 basis.  Kinross has the right to acquire a majority interest by making additional expenditures on individual properties and by exercising warrants granted to Kinross by us.  An accelerated evaluation program is underway, and we are adding additional teams of geologists to the program to expedite the ongoing exploration. Pursuant to the terms of the agreement, our company and Kinross will initiate exploration of Region 10 utilizing the Mitchell database and funded on an equal basis in the aggregate amount of US $380,000 (US $190,000 each).  We shall 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: 
        we and Kinross will participate in each mining company on an initial 50-50 basis until a total $500,000 has been expended exploration and development activities; 
        Kinross has an option to acquire an additional 20% interest in a particular mining company during the currency of the shareholders agreement prior to or at the point when $500,000 has been expended on exploration and development activities on properties owned by that mining company, 
        if Kinross elects to acquire an additional 20% interest in a particular mining company, it will fund an additional $250,000 in exploration and development costs for that mining company.  After the additional expenditure has been made, we and Kinross 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 we and Kinross 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%  D/JLM/645720.1      interest if and when property expenditures reach $500,000 by reimbursing our company for two-thirds of our expenditures on that property. We deployed three technical teams to the area in April, 2006 with a helicopter-support program designed to evaluate the metal anomalies validated by our prior sampling programs in the area.  We sampled stream sediment, pan concentrate, and rock chips and found that these samples contained gold, copper, and other metals of potential interest.  The teams have completed their field evaluations and we are currently analysing all the data collected. Item 3.
        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. . RISK FACTORS 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 athttp://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 our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources.  Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. 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. 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 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,  D/JLM/645720.1      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. We believe that we are in compliance with all material laws and regulations that currently apply to our activities but 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. If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine.  If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail. If we do 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 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 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 damage to 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 precious and base metals such as gold, silver and copper.  The price of those 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 base and precious 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 license 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  D/JLM/645720.1      quantities sufficient to make production economically feasible.  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 identify and produce. We compete with many companies possessing greater financial resources and technical facilities.  This competition could adversely affect our ability to acquire suitable prospects for exploration in the future.  Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations. Risks associated with our business We own options to earn interests in some of our properties and if we fail to meet the requirements of these option agreements we will lose our interests and cease operations. We hold options to earn a net 52.5% undivided interest in the Iliamna project in Alaska and a 55% undivided interest in the Escorpion property in Chile and, if we fail to meet the requirements of these option agreements, including any payments to the grantors of these options and any exploration obligations that we have regarding these properties, we may lose our right to earn our interest in the Iliamna property or our right to earn our interest in the Excorpion property. We have a limited operating history and have incurred losses that we expect to continue into the future. Although we have been in the business of exploring mineral resource properties since 2000, we have not yet located any mineral reserve.  As a result, we have never had any revenues from our operations.  In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this 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.  We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties.  During the twelve months ending October 1, 2007, we expect to spend approximately
$1,225,000 on the maintenance and exploration of our mineral properties and the operation of our company.  We therefore expect to continue to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations.  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 ore reserves and we may not find any mineral resources.  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. 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 on each of our properties and we need additional financing before we are able to continue our exploration efforts.  We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral  D/JLM/645720.1      properties and we build and operate a mine.  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.  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 and debt 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. We had cash in the amount of US$449,199 as at September 30, 2006 (US $131,812 as of June 30, 2006).  Our cash increased as a result of raising additional equity in August, 2006 of $422,140.  As at September 30, 2006 we had a working capital deficiency of $(40,994) as compared to June 30, 2006, when we had a working capital deficiency of $(312,439).  We estimate our average monthly operating expenses to be approximately $102,000 each month, including exploration, general and administrative expenses.  As a result, we believe that we will have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. 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 are in the very early exploration stage on each of our properties and we need additional financing before we are able to continue our exploration efforts.  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 we are unable to find exploration partners to venture with to complete our exploration programs on our properties, we will need 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.  D/JLM/645720.1       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 National Association of Securities Dealers.  Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects.  This volatility could depress the market price of our common stock for reasons unrelated to operating performance.  Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex.  Accordingly, shareholders may have difficulty reselling any of the shares. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline. Our stock is a penny stock.  The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors.  The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock. In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the NASD 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, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD 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.  D/JLM/645720.1       Our officers and directors own a total of 8,030,000shares of our company.  They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares. Our officers and directors own a total of 8,030,000 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. Other risks 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. 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 Iliamna Project and South Chile 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 $1,225,000 for the 12 months ending September, 2007 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 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 beginning on page 16 above. 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 D, H and S claims.  We have not proposed an exploration program for this property at this time.  We are currently waiting for the results of our 2006 drilling program from the analytical laboratory.  We intend to develop a further exploration program for the Iliamna property once we receive these results.  D/JLM/645720.1       Escorpión property We do not anticipate incurring any further expenditure on this property during the next 12 months. 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 $3,000 during the next 12 months. Chile Recon Project We have projected a budget of $50,000 for land acquisition in Regions IX and X in Chile.  Depending on how successful we are at acquiring land in these regions, we have projected a budget of US $150,000 for mapping and geochemical sampling of any acquisitions.  South Chile BudgetProspector Fees (As per contract 142 days)
        $             42,600.002 Geologists (140 days each @ $600/day)
        $           168,000.00Prospectors Horses (3 provided)
        $               5,046.73Field Assistants &  Their Horses
        $               9,345.79Horse Packers (Labour & Horses)
        $               1,943.93Camp Food & Consumables
        $             13,770.09Pasture Fees
        $               1,358.88Grain
        $                  186.92Ferrier Costs
        $                  467.29Fuel
        $               2,317.76Tolls
        $                    72.90Ferries, Planes and Buses
        $               2,586.92Moving Horses
        $               1,121.20Hotels & Restaurants
        $               7,772.70Comms
        $               1,028.04Gossan Flight   (estimated $US 150/Hour - 50 hrs
        $               7,500.00Gossan Flight Geologist Expenses
        $               1,121.50Prepare Base Maps from Airphotos
        $               3,364.49$269,605.14
        Sub Total$26,960.51
        10% Contingency$296,565.65
        Total Field Cost The budget is approximately $300,000 for the program.  Pursuant to our agreement with Kinross, we will be responsible for 50% of the budget and Kinross is responsible for the other 50% or $150,000. We intend to finance our activities via brokered or non-brokered private placements during the next twelve 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.  Financial Condition, Liquidity and Capital Resources Our principal capital resources have been through issuance of common stock, shareholder loans and borrowing.  D/JLM/645720.1       At September 30, 2006, there was a working capital deficiency of $(40,994) compared to a working capital deficiency of $(312,439) at June 30, 2005. At September 30, 2006, our total assets were $546,360, which consisted primarily of $ 449,199 in cash. At September 30, 2006, our total current liabilities increased to $547,010 from $494,876at June 30, 2006 due to the closing from our private placement was at the end of the quarter. We posted losses of $ 206,260 for the three months ending September 30, 2006 and $4,733,160 since inception to September 30, 2006.  The principal components of the losses for the three months ended September 30, 2006 were general and administrative expenses of $194,520 and exploration expenses of $11,740.  By comparison, as of the three months ended September 30, 2005 we had incurred general and administration expenses of $165,716 and exploration expenditures of $61,731. The reduction in exploration expenses in the past quarter was a result of reduced exploration activities on the properties. Operating expenses for the three months ending September 30, 2006 were $206,260, compared to the three months ending September 30, 2005, which were $227,447.  The decrease in operating expenses in the past quarter was a result of decreased activities in the companys Chile operations. At September 30, 2006, we had cash on hand of $449,199.  Going Concern We have historically incurred losses, and through September 30, 2006 have incurred losses of $4,733,160 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, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. 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.  D/JLM/645720.1       Recently Issued Accounting Standards In December 2004, the FASB issued Statement No. 123(R) (revised 2004) (FAS 123(R)).  In addition, in March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin Topic 14, Share-Based Payment (SAB 107) which provides interpretations regarding the interaction between FAS 123(R) and certain SEC rules and regulations and provided the staffs views regarding the valuation of share-based payment arrangements for public companies.  FAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including stock option awards.  FAS 123(R) revises FASB Statement No. 123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25.  FAS 123(R) will require us to measure the cost of employee services received in exchange for stock option awards based on the
grant-date fair value of such awards.  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period.  We will report such costs as part of our general and administrative expenses.  On April 14, 2005, the Securities and Exchange Commission announced amended compliance dates for SFAS 123(R).  The SEC previously required companies to adopt this standard no later than July 1, 2005, but the new rules now require us to adopt FAS  123(R) as of the beginning of the first annual reporting period that begins after December 15, 2005, which will be our fiscal year ending June 30, 2007.  We will recognize the cumulative effect of initially applying this statement as of the effective date.  Currently, the cumulative effect of initially applying FAS 123(R) has not been determined and is subject to change depending on future events. APPLICATION OF CRITICAL ACCOUNTING POLICIES Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. Basic and Diluted Net Income (Loss) Per Share We computed net income (loss) per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share.  SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Cash and Cash Equivalents We consider all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Mineral Properties  D/JLM/645720.1       Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. 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. 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 September 30, 2006.  This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer.  Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report.  There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures  designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure. PART II-OTHER INFORMATION 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   D/JLM/645720.1       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).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 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEOCOM RESOURCES INC.Date November 14, 2006
        /s/ John HinerJohn Hiner, President and CEO(Principal Executive Officer)Date November 14, 2006
        /s/ Paul ChungPaul Chung, Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)Date November 14, 2006
        /s/ Andrew StewartAndrew StewartDirectorDate November 14, 2006
        /s/ Talal YassinTalal Yassin
DirectorDate November 14, 2006
        /s/ Clyde HarrisonClyde Harrison
Director    D/JLM/645720.1