| Item 6. Exhibits. |
Exhibits required by Item 601 of Regulation S-B
| Exhibit Number |
Description |
| (3) | Articles of Incorporation and Bylaws
|
| 3.1 | Restated
Articles of Incorporation (incorporated by reference from our Registration
Statement on Form SB-2 filed on June 7, 2001). |
| 3.2 | By-laws (incorporated by
reference from our Registration Statement on Form SB-2 filed on June
7, 2001). |
| (4) | Instruments Defining the Rights of
Security Holders, Including Indentures |
| 4.1 | Specimen Stock Certificate
(incorporated by reference from our Registration Statement on Form SB-2
filed on June 7, 2001). |
| 4.2 | 2003 Stock
Option Plan (incorporated by reference from our Registration Statement
on Form S-8 filed on December 17, 2003). |
| (10) | Material Contracts |
| 10.1 | Cash Call
No. 2 dated May 1, 2001 (incorporated by reference from our Registration
Statement on Form SB-2, filed on June 7, 2001). |
| 10.2 | Assignment Agreement dated
May 4, 2001 (incorporated by reference from our Registration Statement
on Form SB-2, filed on June 7, 2001). |
| 10.3 | Option Agreement
dated May 1, 2003 between Geocom Resources Inc. and TNR Resources Ltd.
(incorporated by reference from our Amended Current Report on Form 8-K/A,
filed on May 5, 2003). |
| 10.4 | Option Agreement dated May
7, 2003 between Geocom Resources Inc. and TNR Resources Ltd. (incorporated
by reference from our Current Report on Form 8-K, filed on May 20, 2003).
|
| 10.5 | Consulting
Agreement dated effective December 1, 2003 with Jim Chapman (incorporated
by reference from our Quarterly Report on Form 10-QSB, filed on February
20, 2004). |
| 10.6 | Consulting Agreement dated
effective December 1, 2003 with Jeffrey A. Jaacks (incorporated by reference
from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
|
| 10.7 | Consulting Agreement dated
effective January 1, 2004 with John Benglesdorf (incorporated by reference
from our Quarterly Report on Form 10-QSB, filed on February 20, 2004).
|
| 10.8 | Consulting Agreement dated
effective January 1, 2004 with Ellsworth Geological, PC (incorporated
by reference from our Quarterly Report on Form 10-QSB, filed on February
20, 2004). |
| 10.9 | Consulting Agreement dated
January 19, 2004 with Gary Schellenberg (incorporated by reference from
our Quarterly Report on Form 10-QSB, filed on February 20, 2004). |
| 10.10 | Consulting Agreement dated
January 19, 2004 with Roberto Lara (incorporated by reference from our
Quarterly Report on Form 10-QSB, filed on February 20, 2004). |
| 10.11 | Form of Stock Option Agreement
for January 21, 2004 grant of stock options (incorporated by reference
from our Annual Report on Form 10-KSB filed on October 14, 2004) |
| 10.12 | Consulting Agreement dated
July 23, 2004 with Elizabeth Torry (incorporated by reference from our
Annual Report on Form 10-KSB filed on October 14, 2004) |
| 10.13 | Form of Stock Option Agreement
for July 26, 2004 grant of stock options (incorporated by reference
from our Annual Report on Form 10-KSB filed on October 14, 2004) |
| 10.14 | Consulting Agreement dated
July 26, 2004 with Aruba Capital Inc. (incorporated by reference from
our Annual Report on Form 10-KSB filed on October 14, 2004) |
| 10.15 | Consulting Agreement dated
July 24, 2004 with Charles Madden (incorporated by reference from our
Annual Report on Form 10-KSB filed on October 14, 2004) |
- 48 -
| Exhibit Number |
Description |
| 10.16 | Consulting Agreement dated July 24, 2004
with Harvey Lawson (incorporated by reference from our Annual Report
on Form 10-KSB filed on October 14, 2004) |
| 10.17 | Form
of Securities Purchase Agreement for October 2004 private placements
(incorporated by reference from our Registration Statement on Form SB-2
filed on December 1, 2004). |
| 10.18 | Option Agreement dated November 10, 2004
between Geocom Resources Inc. and TNR Resources Ltd. amending the terms
of the Option Agreement dated May 7, 2003. (incorporated by reference
from our Annual Report on Form 10-KSB filed on October 6, 2006) |
| 10.19 | Consulting Agreement dated December 2,
2004 with Clyde Harrison (incorporated by reference from our Current
Report on Form 8-K filed on December 2, 2004) |
| 10.20 | Stock Option Agreement dated December
8, 2004 with Clyde Harrison (incorporated by reference from our Annual
Report on Form 10-KSB filed on October 6, 2006) |
| 10.21 | Option
Agreement dated January 10, 2005 between Minera Geocom Resources-Chile
Limitada and Minera Canela Limitada. (incorporated by reference from
our Annual Report on Form 10-KSB filed on October 6, 2006 |
| 10.22 | Investor Relations Agreement dated February
15, 2005 with Destiny Media Communications Inc. (incorporated by reference
from our Current Report on Form 8-K filed on April 13, 2005) |
| 10.23 | Letter
agreement dated March 14, 2005 between Geocom Resources Inc., Minera
Geocom Resources-Chile Limitada and Robert Mitchell (incorporated by
reference from our Annual Report on Form 10-KSB filed on October 6,
2006) |
| 10.24 | Option Agreement dated October 26, 2005
between Geocom Resources Inc., TNR Resources Ltd., Compania Minera Solitario
Argentina S.A. and Latin American Minerals Inc. amending the terms of
the Option Agreement dated May 1, 2003. (incorporated by reference from
our Current Report on Form 8-K filed on December 7, 2005) |
| 10.25 | Form
of Stock Option Amendment Agreement dated January 27, 2006 (incorporated
by reference from our Annual Report on Form 10-KSB filed on October
6, 2006) |
| 10.26 | Form of Stock Option Amendment Agreement
dated January 27, 2006 (incorporated by reference from our Annual Report
on Form 10-KSB filed on October 6, 2006) |
| 10.27 | Letter
agreement dated March 16, 2006 between Geocom Resources Inc. and Kinross
Gold Corp. (incorporated by reference from our Current Report on Form
8-K, filed on May 21, 2006). |
| 10.28 | Form of Subscription Agreement for 2,483,176
units at a price of $0.17 per unit for total proceeds of $422,139.92
(incorporated by reference from our Current Report on Form 8-K filed
on August 28, 2006) |
| 10.29 | Form
of Subscription Agreement 2,263,000 units at a price of $0.17 per unit
for total proceeds of $384,710.(incorporated by reference from our Current
Report on Form 8-K filed on January 10, 2007) |
| 10.30 | Form of Subscription Agreement with Pamela
Fronek (incorporated by reference from our Current Report on Form 8-K
filed on January 31, 2007) |
Letter
agreement with Goldmark Minerals dated October 18, 2007 (incorporated
by reference from our Current Report on Form 8-K filed on December 10,
2007) |
|
Form of Subscription Agreement with Humbolt
Capital (incorporated by reference from our Current Report on Form 8-K
filed on December 10, 2007) |
|
Form
of Subscription Agreement with Alliance Capital (incorporated by reference
from our Current Report on Form 8-K filed on December 10, 2007) |
|
| (13) | Annual Report to Security Holders
|
| 13.1 | Annual
Report for the year ended June 30, 2006 (incorporated by reference from
our Annual Report on Form 10-KSB filed on October 6, 2006); |
- 49 -
| Exhibit Number |
Description |
| (14) | Code of Ethics |
| 14.1 | Code of
Business Conduct and Ethics(incorporated by reference from our Annual
Report on Form 10-KSB filed on October 14, 2004). |
| (16) | Letter on Change in Certifying Accountant
|
| 16.1 | Letter from
Davidson & Company (incorporated by reference to our Current Report
on Form 8-K filed on May 9, 2003). |
| 16.2 | Letter from Malone &
Bailey, PLLC (incorporated by reference to our Current Report on Form
8-K filed on September 17, 2004). |
| 16.3 | Letter from
Lopez, Blevins, Bork & Associates, L.L.P (incorporated by reference
to our Current Report on Form 8-K filed on January 13, 2006) |
| 16.4 | Letter from Staley, Okada
& Partners (incorporated by reference to our Current Report on Form
8-K filed on May 17, 2007 |
| (21) | Subsidiaries |
| 21.1 | Minera
Geocom Resources-Chile Limitada, a Chilean corporation. |
| 31 & 32 | Certifications |
| 31.1* | |
| 31.2* | |
| 32.1* | |
| 32.2* |
- 50 -
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GEOCOM RESOURCES INC.
| Date December 7, 2007 | /s/ John Hiner | |
| John Hiner, President and CEO | ||
| (Principal Executive Officer) | ||
| Date December 7, 2007 | /s/ Paul Chung | |
| Paul Chung, Chief Financial Officer | ||
| (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
| Date December 7, 2007 | /s/ Andrew Stewart | |
| Andrew Stewart | ||
| Director | ||
| Date December 7, 2007 | /s/ Talal Yassin | |
| Talal Yassin | ||
| Director | ||
| Date December 7, 2007 | /s/ Clyde Harrison | |
| Clyde Harrison | ||
| Director |