<HTML>
<HEAD>

<META NAME="Generator" CONTENT="Microsoft Word 97">
<TITLE>OMB APPROVAL</TITLE>
<META NAME="keywords" CONTENT="D/JLM/530434.1">
<META NAME="doccomm" CONTENT="26978-0001">
<META NAME="Template" CONTENT="C:\Program Files\Microsoft Office\Office\html.dot">
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<FONT FACE="Arial" SIZE=4><P ALIGN="CENTER">FORM S-8</P>
</FONT><P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
<U><P ALIGN="CENTER">Geocom Resources Inc.<BR>
</B></U><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">Nevada</B></U><FONT SIZE=2><BR>
(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">98-0349734</B></U><FONT SIZE=2><BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>

<B><U><P ALIGN="CENTER">Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225<FONT SIZE=2><BR>
</B></U>(Address of Principal Executive Offices and Zip Code)</P>
</FONT><B><U><P ALIGN="CENTER">2003 Stock Option Plan<FONT SIZE=2><BR>
</B></U>(Full title of the plan)</P>
</FONT><B><P ALIGN="CENTER">John E. Hiner, President<BR>
Geocom Resources Inc.<BR>
Suite 413 - 114 West Magnolia Street<BR>
<U>Bellingham, Washington 98225<FONT SIZE=2><BR>
</B></U>(Name and address of agent for service)</P>
</FONT><B><U><P ALIGN="CENTER">360.392.2898<FONT SIZE=2><BR>
</B></U>(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">Copies of all communications, including all communications sent to the agent for service, should be sent to:</P>
</FONT><B><P ALIGN="CENTER">Bernard Pinsky<BR>
Clark, Wilson, Barristers and Solicitors<BR>
#800 - 885 West Georgia Street<BR>
Vancouver, British Columbia, V6C 3H1<BR>
Telephone: 604.687.5700<BR>
Facsimile: 604.687.6314</P>
<FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=3 WIDTH=630>
<TR><TD WIDTH="23%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to<BR>
be Registered</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</B></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration<BR>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">Common Stock</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">1,700,000</FONT><SUP>(1)</SUP></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$1.495<SUP>(2)</SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$2,541,500<SUP> (2)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$205.61<SUP>(2)</SUP></FONT></TD>
</TR>
</TABLE>
<DIR>

<SUP><FONT SIZE=3><P ALIGN="CENTER">-2-</P>
</FONT><FONT SIZE=2><P>(1)</SUP>&#9;The 2003 Stock Option Plan authorizes the issuance of a maximum of 1,700,000 shares of our common stock pursuant to incentive awards granted to eligible employees, directors, officers and consultants of our company or any of our subsidiaries who are resident in the United States and/or subject to taxation in the United States, and to eligible employees, directors, officers and consultants of our company or any of our subsidiaries, regardless of where they may be resident or where they may be subject to taxation. All of the shares issuable under the Stock Option Plan are being registered under this registration statement on Form S-8.</P>
<SUP><P>(2)</SUP>&#9;The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($1.44 bid; $1.55 ask) of the common stock of Geocom Resources Inc. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on December 12, 2003.</P></DIR>

<B><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B><P>We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 1,700,000 shares of our common stock which may be issued pursuant to our 2003 Stock Option Plan. The purpose of the 2003 Stock Option Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees, directors or officers of, and consultants or advisors to, our company and subsidiary corporations who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.</P>
<P>Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 1,700,000 of our shares of common stock which will be issued directly under the 2003 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2003 Stock Option Plan.</P>
<B><P ALIGN="CENTER">Part I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P>Item 1.&#9;Plan Information</P>
</B><P>We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2003 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of Stock Option Agreement. A copy of the 2003 Stock Option Plan is attached as exhibit 4.1 to this Form S-8; the form of Stock Option Agreement for use under the 2003 Stock Option Plan is attached as exhibit 4.2 to this Form S-8.</P>
<P>This registration statement relates to a maximum of 1,700,000 common shares in the capital of Geocom Resources Inc. issuable directly under the 2003 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2003 Stock Option Plan.</P>
<B><P ALIGN="JUSTIFY">Item 2.&#9;Registrant Information and Employee Plan Annual Information</P>
</B><P>We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Geocom Resources Inc., Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225. Our telephone number is 360.392.2898.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-3-</P>
</SUP></FONT><B><P ALIGN="CENTER">REOFFER PROSPECTUS</P>
</B><FONT SIZE=2><P ALIGN="CENTER">The date of this prospectus is December 15, 2003</P>
<B><P ALIGN="CENTER">Geocom Resources Inc.<BR>
Suite 413 - 114 West Magnolia Street <BR>
Bellingham, Washington 98225</P>
</B><P ALIGN="CENTER">1,700,000 Shares of Common Stock</P>
<P ALIGN="JUSTIFY">This reoffer prospectus relates to 1,700,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.</P>
<P>The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.</P>
<P>Our common stock is traded on the OTC Bulletin Board under the symbol "GOCM". On December 12, 2003, the last reported closing bid price of our common stock on such market was $1.52 per share.</P>
<P>Our principal executive offices are located at Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225 and our telephone number is 360.392.2898.</P>
<B><P>THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.</P>
</B><P>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-4-</P>
</SUP></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=3 WIDTH=637>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">TABLE OF CONTENTS</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Page Number</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Reoffer Prospectus</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Prospectus Summary</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Forward-Looking Statements</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Risk Factors</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We own options to earn interest in our properties and if we fail to meet the requirements of our option agreements we will lose our interests and cease operations</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We have limited operating history and losses that we expect to continue into the future</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>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</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>If we do not raise enough money for exploration, we will have to delay exploration or go out of business</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Weather conditions and climate may make access to our Iliamna project difficult</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>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</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We do 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</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Our officers and directors own a total of 5,500,000 shares of stock. 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 our shares</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional share or raise funds through the sale of equity securities</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="top">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Use of Proceeds</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Selling Stockholders</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Plan of Distribution</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Experts</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Legal Matters</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Material Changes</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Incorporation of Documents by Reference</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Available Information</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Disclosure of Commission Position</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
</TABLE>

<SUP><FONT SIZE=3><P ALIGN="CENTER">-6-</P>
</SUP></FONT><B><FONT SIZE=2><P>Prospectus Summary</P>
</B><P>The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.</P>
<P>This reoffer prospectus relates to 1,700,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.</P>
<P>We are in the business of acquiring, exploring, and developing resource properties and interests. We are an exploration stage company. 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. In April 2003 we made the decision to focus our efforts on the mineral resource exploration and development sector. Our principal executive offices are located at Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225. Our telephone number is 360.392.2898.</P>
<B><P ALIGN="JUSTIFY">Forward Looking Statement</B>s</P>
<P>This reoffer prospectus 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", "will", "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.</P>
<P>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.</P>
<P>As used in this reoffer prospectus, the terms "we", "us", "our" and "Geocom" mean Geocom Resources Inc., unless otherwise indicated.</P>
<B><P ALIGN="JUSTIFY">Risk Factors</P>
</B><P>Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.</P>
<P>Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and </P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-7-</P>
</SUP></FONT><FONT SIZE=2><P>those discussed in our Form 10-KSB Annual Report for the year ended June 30, 2003. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.</P>
<P>Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.</P>
<I><P>We own options to earn interest in some of our properties and if we fail to meet the requirements of our option agreements we will lose our interests and cease operations.</P>
</I><P>While we own some of our properties outright, we hold options to earn interests in some of our other properties and if we fail to meet the requirements of our option agreements we will lose our rights to earn those interests and cease operations.</P>
<I><P>We have limited operating history and losses that we expect to continue into the future.</P>
</I><P>We were incorporated in June 2000 but have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to September 30, 2003 is $978,138 Our ability to achieve and maintain profitability and positive cash flow is dependent upon:</P>

<UL>
<LI>our ability to locate a profitable mineral property </LI>
<LI>our ability to generate ongoing revenues </LI>
<LI>our ability to reduce exploration costs </LI></UL>

<P>Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are costs and expenses associated with the research, exploration and development of mineral resource properties. We may fail to generate revenues in the future. Failure to generate revenues could cause us to go out of business.</P>
<I><P>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.</P>
</I><P>We have no known ore reserves and we may not find any mineral resources. Even if we recover mineral substances, we may not make a profit. If we cannot find economic mineral resources or if it is not economic to recover the mineral resources, we may have to cease operations.</P>
<I><P>If we do not raise enough money for exploration, we will have to delay exploration or go out of business.</P>
</I><P>We are in the exploration stage will require additional financing to continue our exploration efforts. We have made arrangements for short term financing but we may be unable to raise long term financing. If we are not able to raise any long term financing we may have to delay our exploration or cease our exploration efforts.</P>
<I><P>Weather conditions and climate may make access to our Iliamna project difficult.</P>
</I><P>Rain and snow may make access to our Iliamna project, located in Alaska, difficult. While we plan to conduct exploration year round, weather constraints could impact the access and efficiency of our exploration programs.</P>
<I><P>Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.</P>
</I><P>Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we may have to cease operations. We require additional financing before we can undertake any development of our properties.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-8-</P>
</SUP></FONT><I><FONT SIZE=2><P>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</P>
</I><P>Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as drill rigs, and certain other 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 ad materials after this offering is complete. If we cannot find the products and equipment we need, we will have to delay or suspend our exploration plans until we do find the products and equipment we need.</P>
<I><P>We may not have enough money to complete our exploration and consequently may have to delay or suspend our operations unless we are able to raise additional financing</P>
</I><P>We have enough money to commence first stages of the exploration of the Iliamna, La Carolina, Marcelita, and Santa Rosa Projects. We will require additional funding to complete subsequent phases of exploration. Because we are conducting exploration on undeveloped projects, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as little as $500,000 and as much as $10,000,000 to find out. If it turns out that we are not able to raise enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to delay or cease operations.</P>
<I><P>Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.</P>
</I><P>Our stock is a penny stock. The Securities and Exchange Commission has adopted regulations which generally define "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.</P>
<I><P>NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.</P>
</I><P>In addition to the "penny stock" rules described above, 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 </P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-9-</P>
</SUP></FONT><FONT SIZE=2><P>customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.</P>
<I><P>Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.</P>
</I><P>Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.</P>
<P>In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.</P>
<I><P>Our officers and directors own a total of 5,500,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.</P>
</I><P>Our officers and directors own a total of 5,500,000 shares of stock. Subject to all applicable holding periods under 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.</P>
<I><P>Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.</P>
</I><P>Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.00001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.</P>
<B><P ALIGN="JUSTIFY">Use of Proceeds</P>
</B><P>We will not receive any of the proceeds from the sale of any of the 1,700,000 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our 2003 Stock Option Plan.</P>
<B><P><A NAME="_Toc524755622">Selling Stoc</A>kholders</P>
</B><P>Our administrator of the 2003 Stock Option Plan, which consists of members of our board of directors, may grant awards to officers, employees, directors and consultants of (a) our company or (b) any of the following entities: (i) any corporation which holds a majority of the voting shares of our company, (ii) any corporation which qualifies as a subsidiary of our company under British Columbia corporate law, or (iii) any business, corporation, partnership, limited liability company or other entity in which our company or any of the entities referred to in paragraph (b)(i) or (ii) holds a substantial ownership interest, directly or indirectly. As at the date hereof, we have not issued any options under the 2003 Stock Option Plan. If, subsequent to the date of this reoffer prospectus, we grant additional awards to any of our affiliates (as defined in Rule 405) under the 2003 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-10-</P>
</SUP></FONT><FONT SIZE=2><P>The following table identifies the selling stockholders (some of whom are affiliates who may be granted options under the 2003 Stock Option Plan as "control securities", as defined in Instruction C of Form S-8) and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.</P>
<P>Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=637>
<TR><TD WIDTH="24%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P>Selling Stockholder</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Number of<BR>
Shares<BR>
Beneficially<BR>
Owned<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER"><BR>
Number of<BR>
Shares<BR>
Subject to<BR>
Options <SUP>(2)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER"><BR>
<BR>
</FONT><FONT SIZE=2>Shares<BR>
Being<BR>
Registered</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP" COLSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Percentage of Shares<BR>
Beneficially Owned<SUP>(3)</B></SUP></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Before<BR>
Offering</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">After<BR>
Offering</B></FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>John Hiner<SUP>(4)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">800,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">4.6%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">4.6%</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Paul Chung<SUP>(5)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">3.5%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">3.5%</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Talal Yassin<SUP>(6)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">1,950,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">11.2%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">11.2%</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Andrew Stewart<SUP>(7)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">2,150,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">12.4%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">12.4%</FONT></TD>
</TR>
</TABLE>

<SUP><FONT SIZE=2><P>(1)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Represents shares owned beneficially by each of the named selling stockholders. This figure includes shares that may be acquired under exercised stock options which are exercisable as of, or within 60 days of, the date of this reoffer prospectus, other than those stock options which have been granted under the 2003 Stock Option Plan. </P>
<SUP><P>(2)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Represents shares of our common stock underlying options granted to each of the named selling stockholders under the 2003 Stock Option Plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.</P>
<SUP><P>(3)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Based on 17,359,532 shares outstanding as of November 30, 2003.</P>
<SUP><P>(4)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Mr. Hiner has been the President and a Director of our company since April 9, 2003.</P>
<SUP><P>(5)&#9;</SUP>Mr. Chung has been the Secretary, Treasurer and a Director of our company since May 20, 2003.</P>
<SUP><P>(6)&#9;</SUP>Mr. Yassin has been a Director of our company since January 31, 2001 and was the President of our company from January 31, 2001 to April 9, 2003.</P>
<SUP><P>(7)&#9;</SUP>Mr. Stewart has been a Director of our company since January 31, 2001 and was the Secretary and Treasurer of our company from January 31, 2001 to May 20, 2003.</P>
<P><A NAME="_Toc524755626">The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.</P>
<B><P>Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. </P>
</B></FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-11-</P>
</SUP></FONT><B><FONT SIZE=2><P>Since our company does not currently meet the registrant requirements for use of Form S-3 or Form F-3, the amount of shares of our common stock which may be resold by means of this reoffer prospectus by each of the selling stockholders named herein, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act of 1933. </P>
<P>In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc524755623">P</A>lan of Distribution</P>
</B><P>The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:</P><DIR>
<DIR>

<P>(a)&#9;block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;</P>
<P>(b)&#9;purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;</P>
<P>(c)&#9;an exchange distribution in accordance with the rules of the applicable exchange;</P>
<P>(d)&#9;ordinary brokerage transactions and transactions in which the broker solicits purchasers;</P>
<P>(e)&#9;privately negotiated transactions;</P>
<P>(f)&#9;market sales (both long and short to the extent permitted under the federal securities laws);</P>
<P>(g)&#9;at the market to or through market makers or into an existing market for the shares;</P>
<P>(h)&#9;through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and</P>
<P>(i)&#9;a combination of any aforementioned methods of sale.</P></DIR>
</DIR>

<P>In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.</P>
<P>The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 </P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-12-</P>
</SUP></FONT><FONT SIZE=2><P>in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.</P>
<P>From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling stockholder defaults under any customer agreement with brokers.</P>
<P>To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.</P>
<P>We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.</P>
<P>All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.</P>
<P>Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.</P>
<B><P>Experts</A></P>
</B><P>The financial statements as of June 30, 2003 and 2002 and the period from incorporation on June 19, 2000 to June 30, 2003 are incorporated by reference in this reoffer prospectus in reliance on the report of Malone &amp; Bailey, PLLC, which is also incorporated herein by reference, in reliance upon their authority as experts in accounting and auditing. The audit report covering the financial statements for the year ended June 30, 2003 includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.</P>
<B><P>Legal Matters</P>
</B><P>The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by Clark, Wilson, Vancouver, British Columbia, Canada.</P>
<B><P>Material Changes</P>
</B><P>There have been no material changes to the affairs of our company since September 30, 2003 which have not previously been described in a report on Form 10-QSB or Form 8-K.</P>
<B><P>Incorporation of Documents by Reference</P>
</B><P ALIGN="JUSTIFY">See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-13-</P>
</SUP></FONT><B><FONT SIZE=2><P ALIGN="JUSTIFY">Available Information</P>
</B><P ALIGN="JUSTIFY">You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.</P>
<P>We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.</P>
<B><P>Disclosure of Commission Position on Indemnification For Securities Act Liabilities</P>
</B><P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-14-</P>
</SUP></FONT><B><FONT SIZE=2><P ALIGN="CENTER">Part II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item&nbsp;3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.</P>
<P>The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference:</P>
<P>1.&#9;Our Annual Report on Form 10-KSB, filed on October 14, 2003;</P>
<P>2.&#9;Our Quarterly Report on Form 10-QSB, filed on November 19, 2003;</P>
<P>In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<P>You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http://www.sec.gov.</P>
<B><P>Item&nbsp;4.&#9;Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P>Item&nbsp;5.&#9;Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P>Item&nbsp;6.&#9;Indemnification of Directors and Officers.</P>
</B><P>Our Restated Articles of Incorporation state that: </P>
<P>"The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada."</P>
<P>"A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification."</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-15-</P>
</SUP></FONT><FONT SIZE=2><P>and that</P>
<P>"Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from (sic) time to time against all expenses, liability and loss (including attorney's fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officer and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article."</P>
<P>"Without limiting the application of the foregoing, the board of directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director of officer."</P>
<P>Further, section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:</P>
<B><P>NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
</B><P>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.</P>
<P>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the </P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-16-</P>
</SUP></FONT><FONT SIZE=2><P>circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P>To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P>When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:</P>
<B><P>NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.</P>
</B><P>Any discretionary indemnification under <U>NRS 78.7502</U> unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:</P>
<P>(a) By the stockholders;</P>
<P>(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;</P>
<P>(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or</P>
<P>(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.</P>
<P>The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.</P>
<P>3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:</P>
<P>(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to <U>NRS 78.7502</U> or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.</P>
<P>(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-17-</P>
</SUP></FONT><B><FONT SIZE=2><P>Item&nbsp;7.&#9;Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Not Applicable.</P>
<B><P>Item&nbsp;8.&#9;Exhibits.</P>
</B><P ALIGN="JUSTIFY">4.1&#9;2003 Stock Option Plan, effective November 20, 2003</P>
<P>4.2&#9;Form of Stock Option Agreement</P>
<P>5&#9;Opinion of Clark, Wilson</P>
<P>23.1&#9;Consent of Independent Auditor (Malone &amp; Bailey, PLLC)</P>
<P>23.2&#9;Consent of Clark, Wilson (included in Exhibit 5)</P>
<P>24&#9;Power of Attorney (included in signature page)</P>
<B><P>Item&nbsp;9.&#9;Undertakings.</P>
</B><P><A NAME="_Ref476382056">(a)&#9;We hereby undertake:</P><DIR>
<DIR>

<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P><DIR>
<DIR>

<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and</P>
<P>(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;</P></DIR>
</DIR>
</DIR>
</DIR>

<P>PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.</P><DIR>
<DIR>

<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-18-</P></DIR>
</DIR>

</SUP></FONT><FONT SIZE=2><P>(b)&#9;We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</A></P>
</FONT><SUP><FONT SIZE=3><P ALIGN="CENTER">-19-</P>
</SUP></FONT><B><FONT SIZE=2><P>SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellingham, State of Washington on December 12, 2003.</P>
<B><P ALIGN="JUSTIFY">GEOCOM RESOURCES INC.</P>
</B><U><P>/s/ John E. Hiner</U>________________________<BR>
By: John E. Hiner, President, CEO and Director (Principal Executive Officer)</P>
<U><P>/s/ Paul Chung</U>_________________________<BR>
By: Paul Chung, Secretary, Treasurer, CFO and Director<BR>
(Principal Financial Officer and Principal Accounting Officer)</P>
<U><P>/s/ Talal Yassin</U>_________________________<BR>
By: Talal Yassin, Director</P>
<U><P>/s/ Andrew Stewart</U>______________________<BR>
By: Andrew Stewart, Director</P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints John E. Hiner as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.</P>
<B><P ALIGN="JUSTIFY">SIGNATURES</P>
</B><U><P>/s/ John E. Hiner</U>___________________<U><BR>
</U>John E. Hiner, President, CEO, and Director (Principal Executive Officer)<BR>
December 12, 2003</P>
<U><P>/s/ Paul Chung</U>_____________________<U><BR>
</U>Paul Chung, Secretary, Treasurer, CFO and Director<BR>
(Principal Financial Officer and Principal Accounting Officer)<BR>
December 12, 2003</P>
<U><P>/s/ Talal Yassin</U>_____________________<U><BR>
</U>Talal Yassin, Director<BR>
December 12, 2003</P>
<U><P>/s/ Andrew Stewart</U>__________________<U><BR>
</U>Andrew Stewart, Director<BR>
December 12, 2003</P></FONT></BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "fs8.htm", "description": "FORM S-8", "secsgml_size_bytes": 72591}]
{"company-data": {"conformed-name": "GEOCOM RESOURCES INC", "cik": "0001141787", "assigned-sic": "1381", "irs-number": "980349734", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111251", "film-number": "031059050"}, "business-address": {"street1": "114 WEST MAGNOLIA ST., SUITE 413", "city": "BELLINGHAM", "state": "WA", "zip": "98225", "phone": "3603922898"}, "mail-address": {"street1": "114 WEST MAGNOLIA ST., SUITE 413", "city": "BELLINGHAM", "state": "WA", "zip": "98225"}}
OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Geocom Resources Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0349734
(I.R.S. Employer Identification No.)
Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225
(Address of Principal Executive Offices and Zip Code)
2003 Stock Option Plan
(Full title of the plan)
John E. Hiner, President
Geocom Resources Inc.
Suite 413 - 114 West Magnolia Street
Bellingham, Washington 98225
(Name and address of agent for service)
360.392.2898
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Bernard Pinsky
Clark, Wilson, Barristers and Solicitors
#800 - 885 West Georgia Street
Vancouver, British Columbia, V6C 3H1
Telephone: 604.687.5700
Facsimile: 604.687.6314
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock
1,700,000
(1)
$1.495
(2)
$2,541,500
(2)
$205.61
(2)
-2-
(1)	The 2003 Stock Option Plan authorizes the issuance of a maximum of 1,700,000 shares of our common stock pursuant to incentive awards granted to eligible employees, directors, officers and consultants of our company or any of our subsidiaries who are resident in the United States and/or subject to taxation in the United States, and to eligible employees, directors, officers and consultants of our company or any of our subsidiaries, regardless of where they may be resident or where they may be subject to taxation. All of the shares issuable under the Stock Option Plan are being registered under this registration statement on Form S-8.
(2)	The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($1.44 bid; $1.55 ask) of the common stock of Geocom Resources Inc. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on December 12, 2003.
EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 1,700,000 shares of our common stock which may be issued pursuant to our 2003 Stock Option Plan. The purpose of the 2003 Stock Option Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees, directors or officers of, and consultants or advisors to, our company and subsidiary corporations who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 1,700,000 of our shares of common stock which will be issued directly under the 2003 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2003 Stock Option Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.	Plan Information
We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2003 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of Stock Option Agreement. A copy of the 2003 Stock Option Plan is attached as exhibit 4.1 to this Form S-8; the form of Stock Option Agreement for use under the 2003 Stock Option Plan is attached as exhibit 4.2 to this Form S-8.
This registration statement relates to a maximum of 1,700,000 common shares in the capital of Geocom Resources Inc. issuable directly under the 2003 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2003 Stock Option Plan.
Item 2.	Registrant Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Geocom Resources Inc., Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225. Our telephone number is 360.392.2898.
-3-
REOFFER PROSPECTUS
The date of this prospectus is December 15, 2003
Geocom Resources Inc.
Suite 413 - 114 West Magnolia Street
Bellingham, Washington 98225
1,700,000 Shares of Common Stock
This reoffer prospectus relates to 1,700,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.
The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.
Our common stock is traded on the OTC Bulletin Board under the symbol "GOCM". On December 12, 2003, the last reported closing bid price of our common stock on such market was $1.52 per share.
Our principal executive offices are located at Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225 and our telephone number is 360.392.2898.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
-4-
TABLE OF CONTENTS
Page Number
Reoffer Prospectus
3
Prospectus Summary
6
Forward-Looking Statements
6
Risk Factors
6
We own options to earn interest in our properties and if we fail to meet the requirements of our option agreements we will lose our interests and cease operations
7
We have limited operating history and losses that we expect to continue into the future
7
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
7
If we do not raise enough money for exploration, we will have to delay exploration or go out of business
7
Weather conditions and climate may make access to our Iliamna project difficult
7
Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations
7
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
8
We do 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
8
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock
8
NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock
8
Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares
9
Our officers and directors own a total of 5,500,000 shares of stock. 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 our shares
9
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional share or raise funds through the sale of equity securities
9
Use of Proceeds
9
Selling Stockholders
9
Plan of Distribution
11
Experts
12
Legal Matters
12
Material Changes
12
Incorporation of Documents by Reference
12
Available Information
13
Disclosure of Commission Position
13
-6-
Prospectus Summary
The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.
This reoffer prospectus relates to 1,700,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.
We are in the business of acquiring, exploring, and developing resource properties and interests. We are an exploration stage company. 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. In April 2003 we made the decision to focus our efforts on the mineral resource exploration and development sector. Our principal executive offices are located at Suite 413 - 114 West Magnolia Street, Bellingham, Washington 98225. Our telephone number is 360.392.2898.
Forward Looking Statement
s
This reoffer prospectus 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", "will", "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.
As used in this reoffer prospectus, the terms "we", "us", "our" and "Geocom" mean Geocom Resources Inc., unless otherwise indicated.
Risk Factors
Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and
-7-
those discussed in our Form 10-KSB Annual Report for the year ended June 30, 2003. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.
Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.
We own options to earn interest in some of our properties and if we fail to meet the requirements of our option agreements we will lose our interests and cease operations.
While we own some of our properties outright, we hold options to earn interests in some of our other properties and if we fail to meet the requirements of our option agreements we will lose our rights to earn those interests and cease operations.
We have limited operating history and losses that we expect to continue into the future.
We were incorporated in June 2000 but have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to September 30, 2003 is $978,138 Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
our ability to locate a profitable mineral property
our ability to generate ongoing revenues
our ability to reduce exploration costs
Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are costs and expenses associated with the research, exploration and development of mineral resource properties. We may fail to generate revenues in the future. Failure to generate revenues could cause us to go out of business.
We have no known ore reserves and we may not find any mineral resources, or if we find mineral resources, the deposits may be uneconomic or production from those deposits may not be profitable.
We have no known ore reserves and we may not find any mineral resources. Even if we recover mineral substances, we may not make a profit. If we cannot find economic mineral resources or if it is not economic to recover the mineral resources, we may 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 exploration stage will require additional financing to continue our exploration efforts. We have made arrangements for short term financing but we may be unable to raise long term financing. If we are not able to raise any long term financing we may have to delay our exploration or cease our exploration efforts.
Weather conditions and climate may make access to our Iliamna project difficult.
Rain and snow may make access to our Iliamna project, located in Alaska, difficult. While we plan to conduct exploration year round, weather constraints could impact the access and efficiency of our exploration programs.
Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.
Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we may have to cease operations. We require additional financing before we can undertake any development of our properties.
-8-
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 drill rigs, and certain other 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 ad materials after this offering is complete. If we cannot find the products and equipment we need, we will have to delay or suspend our exploration plans until we do find the products and equipment we need.
We may not have enough money to complete our exploration and consequently may have to delay or suspend our operations unless we are able to raise additional financing
We have enough money to commence first stages of the exploration of the Iliamna, La Carolina, Marcelita, and Santa Rosa Projects. We will require additional funding to complete subsequent phases of exploration. Because we are conducting exploration on undeveloped projects, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as little as $500,000 and as much as $10,000,000 to find out. If it turns out that we are not able to raise enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to delay or cease operations.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted regulations which generally define "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.
NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, 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
-9-
customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.
Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
Our officers and directors own a total of 5,500,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.
Our officers and directors own a total of 5,500,000 shares of stock. Subject to all applicable holding periods under 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.
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.
Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.00001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.
Use of Proceeds
We will not receive any of the proceeds from the sale of any of the 1,700,000 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our 2003 Stock Option Plan.
Selling Stoc
kholders
Our administrator of the 2003 Stock Option Plan, which consists of members of our board of directors, may grant awards to officers, employees, directors and consultants of (a) our company or (b) any of the following entities: (i) any corporation which holds a majority of the voting shares of our company, (ii) any corporation which qualifies as a subsidiary of our company under British Columbia corporate law, or (iii) any business, corporation, partnership, limited liability company or other entity in which our company or any of the entities referred to in paragraph (b)(i) or (ii) holds a substantial ownership interest, directly or indirectly. As at the date hereof, we have not issued any options under the 2003 Stock Option Plan. If, subsequent to the date of this reoffer prospectus, we grant additional awards to any of our affiliates (as defined in Rule 405) under the 2003 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them.
-10-
The following table identifies the selling stockholders (some of whom are affiliates who may be granted options under the 2003 Stock Option Plan as "control securities", as defined in Instruction C of Form S-8) and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.
Selling Stockholder
Number of
Shares
Beneficially
Owned
(1)
Number of
Shares
Subject to
Options
(2)
Shares
Being
Registered
Percentage of Shares
Beneficially Owned
(3)
Before
Offering
After
Offering
John Hiner
(4)
800,000
0
0
4.6%
4.6%
Paul Chung
(5)
600,000
0
0
3.5%
3.5%
Talal Yassin
(6)
1,950,000
0
0
11.2%
11.2%
Andrew Stewart
(7)
2,150,000
0
0
12.4%
12.4%
(1)
Represents shares owned beneficially by each of the named selling stockholders. This figure includes shares that may be acquired under exercised stock options which are exercisable as of, or within 60 days of, the date of this reoffer prospectus, other than those stock options which have been granted under the 2003 Stock Option Plan.
(2)
Represents shares of our common stock underlying options granted to each of the named selling stockholders under the 2003 Stock Option Plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.
(3)
Based on 17,359,532 shares outstanding as of November 30, 2003.
(4)
Mr. Hiner has been the President and a Director of our company since April 9, 2003.
(5)	Mr. Chung has been the Secretary, Treasurer and a Director of our company since May 20, 2003.
(6)	Mr. Yassin has been a Director of our company since January 31, 2001 and was the President of our company from January 31, 2001 to April 9, 2003.
(7)	Mr. Stewart has been a Director of our company since January 31, 2001 and was the Secretary and Treasurer of our company from January 31, 2001 to May 20, 2003.
The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution.
-11-
Since our company does not currently meet the registrant requirements for use of Form S-3 or Form F-3, the amount of shares of our common stock which may be resold by means of this reoffer prospectus by each of the selling stockholders named herein, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act of 1933.
In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.
P
lan of Distribution
The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:
(a)	block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b)	purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;
(c)	an exchange distribution in accordance with the rules of the applicable exchange;
(d)	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e)	privately negotiated transactions;
(f)	market sales (both long and short to the extent permitted under the federal securities laws);
(g)	at the market to or through market makers or into an existing market for the shares;
(h)	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and
(i)	a combination of any aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933
-12-
in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling stockholder defaults under any customer agreement with brokers.
To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.
We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.
Experts
The financial statements as of June 30, 2003 and 2002 and the period from incorporation on June 19, 2000 to June 30, 2003 are incorporated by reference in this reoffer prospectus in reliance on the report of Malone & Bailey, PLLC, which is also incorporated herein by reference, in reliance upon their authority as experts in accounting and auditing. The audit report covering the financial statements for the year ended June 30, 2003 includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
Legal Matters
The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by Clark, Wilson, Vancouver, British Columbia, Canada.
Material Changes
There have been no material changes to the affairs of our company since September 30, 2003 which have not previously been described in a report on Form 10-QSB or Form 8-K.
Incorporation of Documents by Reference
See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.
-13-
Available Information
You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.
We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
Disclosure of Commission Position on Indemnification For Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
-14-
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference:
1.	Our Annual Report on Form 10-KSB, filed on October 14, 2003;
2.	Our Quarterly Report on Form 10-QSB, filed on November 19, 2003;
In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http://www.sec.gov.
Item 4.	Description of Securities.
Not applicable.
Item 5.	Interests of Named Experts and Counsel.
Not applicable.
Item 6.	Indemnification of Directors and Officers.
Our Restated Articles of Incorporation state that:
"The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada."
"A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification."
-15-
and that
"Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from (sic) time to time against all expenses, liability and loss (including attorney's fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officer and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article."
"Without limiting the application of the foregoing, the board of directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director of officer."
Further, section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the
-16-
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
Any discretionary indemnification under
NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to
NRS 78.7502
or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
-17-
Item 7.	Exemption from Registration Claimed.
Not Applicable.
Item 8.	Exhibits.
4.1	2003 Stock Option Plan, effective November 20, 2003
4.2	Form of Stock Option Agreement
5	Opinion of Clark, Wilson
23.1	Consent of Independent Auditor (Malone & Bailey, PLLC)
23.2	Consent of Clark, Wilson (included in Exhibit 5)
24	Power of Attorney (included in signature page)
Item 9.	Undertakings.
(a)	We hereby undertake:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
-18-
(b)	We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
-19-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellingham, State of Washington on December 12, 2003.
GEOCOM RESOURCES INC.
/s/ John E. Hiner
________________________
By: John E. Hiner, President, CEO and Director (Principal Executive Officer)
/s/ Paul Chung
_________________________
By: Paul Chung, Secretary, Treasurer, CFO and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Talal Yassin
_________________________
By: Talal Yassin, Director
/s/ Andrew Stewart
______________________
By: Andrew Stewart, Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints John E. Hiner as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURES
/s/ John E. Hiner
___________________
John E. Hiner, President, CEO, and Director (Principal Executive Officer)
December 12, 2003
/s/ Paul Chung
_____________________
Paul Chung, Secretary, Treasurer, CFO and Director
(Principal Financial Officer and Principal Accounting Officer)
December 12, 2003
/s/ Talal Yassin
_____________________
Talal Yassin, Director
December 12, 2003
/s/ Andrew Stewart
__________________
Andrew Stewart, Director
December 12, 2003