| 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) |
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| 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) |
| 10.31 | Letter agreement with Goldmark Minerals dated October 18, 2007 (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007) |
| 10.32 | Form of Subscription Agreement with Humbolt Capital (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007) |
| 10.33 | Form of Subscription Agreement with Alliance Capital (incorporated by reference from our Current Report on Form 8-K filed on December 11, 2007) |
| (13) | Annual Report to Security Holders |
| 13.1 | Annual Report for the year ended December 31, 2006 (incorporated by reference from our Annual Report on Form 10-KSB filed on October 6, 2006); |
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| 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. |
| 21.2 | Geocom Resources Inc., a Delaware corporation |
| 31 & 32 | Certifications |
| 31.1* | CEO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
| 31.2* | CFO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
| 32.1* | CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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 May 20, 2008 | /s/ John Hiner |
| John Hiner, President and CEO | |
| (Principal Executive Officer and a director) | |
| Date May 20, 2008 | /s/ Paul Chung |
| Paul Chung, Chief Financial Officer | |
| (Principal Financial Officer, | |
| Principal Accounting Officer and a director) | |
| Date May 20, 2008 | /s/ Andrew Stewart |
| Andrew Stewart | |
| Director | |
| Date May 20, 2008 | /s/ Talal Yassin |
| Talal Yassin | |
| Director |