UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March~~August 1624, 2006

GEOCOM RESOURCES INC.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-49621

(Commission File Number)

98-0349734

(IRS Employer Identification No.)

413-114 West Magnolia, Bellingham, WA 98225

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code 360-392-2898

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.0102. ~~Entry~~Unregistered ~~Into~~Sales aof ~~Material~~Equity ~~Definitive Agreement.~~Securities

On ~~March~~August 1624, 2006, ~~the~~we ~~Registrant~~closed ~~entered into~~ a ~~binding~~private ~~letter~~placement ~~agreement~~consisting ~~with~~of ~~Kinross Gold Corporation (NYSE:KGC~~2,483,176 ~~TSX:K)~~units ~~(hereinafter~~at ~~“Kinross”) outlining the terms of~~ a ~~formal~~price ~~agreement by which the parties intend to establish a formal exploration venture in respect~~ of ~~Region~~$0.17 Xper ~~(also~~unit ~~known as “Region 10”) in southern Chile~~ with an23 ~~option~~accredited toinvestors ~~participate~~for intotal ~~subsequent~~proceeds ~~acquisitions~~ of ~~mining rights in the Region~~$422,139.92. Each ~~Pursuant~~unit toconsists ~~the terms~~ of ~~the~~one ~~agreement,~~common ~~the~~share ~~Registrant~~ and ~~Kinross~~one ~~will~~share ~~initiate~~purchase ~~exploration~~warrant. Each ofshare ~~Region~~purchase Xwarrant ~~utilizing~~entitles ~~Geocom’s~~the ~~proprietary~~holder ~~geochemical~~to ~~database~~purchase ~~and~~one ~~funded~~additional oncommon anshare ~~equal~~at ~~basis~~an inexercise ~~the~~price ~~aggregate amount~~ of $~~380,000, being $190,000 per company~~0.50 ~~The~~for ~~Registrant~~a ~~shall~~period ~~act~~of astwo ~~manager~~years ofafter the ~~exploration~~date ~~venture in Region X and recommend staking and acquisition~~ of ~~any~~the ~~specific~~subscription ~~target(s)~~agreement. For ~~Kinross~~each issale ~~entitled to join with the Registrant and participate in staking and acquiring~~ of ~~the~~these ~~selected~~units ~~target~~we ~~properties~~relied inon ~~Region and, in doing so,~~ the ~~Registrant~~exemption ~~and~~from ~~Kinross~~registration ~~will~~provided ~~participate~~for onaccredited aninvestors ~~initial~~pursuant ~~50:50~~to ~~basis~~Rule ~~until~~506 ~~$500,000~~of isRegulation ~~expended~~D, ~~subject~~promulgated tounder ~~Kinross’ right to acquire an additional 20% interest prior to or at~~ the ~~point~~Securities ~~when~~Act ~~$500,000~~of ~~has been expended~~1933, byas ~~funding an additional $250,000 in exploration and~~ amended.

-As 2a -condition of the private placement, we have agreed to file a registration statement within 45 days of the closing date of the private placement registering all of the securities issued.

~~development costs~~D/JLM/894027. Thereafter, the parties will share expenditures on a pro-rata basis of 30% by the Registrant and 70% by Kinross. In addition, the Registrant shall issue 500,000 share purchase warrants to Kinross per each property selected by Kinross, which warrants shall have a term of three years from the date of issue, and entitle Kinross thereof to purchase one common share of the Registrant at a price equal to 80% of the weighted average closing trading price of the Registrant’s common shares for the 30 consecutive trading days immediately prior to the date of issue. In the event that either party accepts dilution to a 10% working interest during expenditures on an individual property, that party’s diluted working interest shall be converted to a 2% NSR. If Kinross elect not to participate in the acquisition and continued exploration of a recommended target property, the Registrant may acquire the property on its own behalf. However, Kinross shall retain the right to make an election to recover a 50% interest if and when property expenditures reach $500,000 by reimbursing the Registrant for two-thirds of its expenditures on that property.1

On- ~~March~~2 17, 2006 the Registrant executed an amendment agreement dated March 8, 2006 in respect of its option agreement dated November 9, 2005 with Latin American Minerals Inc. in respect of the La Carolina project located in San Luis Province, Argentina. Pursuant to the option agreement, Latin American Minerals has the right to earn an undivided 75% interest in the property by making cash and share payments to the optionees, the Registrant and TNR Gold Corp., and by making a total of $1,000,000 in exploration expenditures on the property over a period of five years. Latin American Minerals is entitled to earn a 37.5% interest in the property upon making $500,000 in exploration expenditures and by paying a total of $62,500 in cash and issuing 62,500 share to the Registrant and TNR Gold Corp. Upon Latin American Minerals earning a 75% interest in the property, the parties intend to establish a formal joint venture to manage the development and operations of the property. The amendment extended the termination date of the option agreement from March 9, 2006 to April 9, 2006 to enable Latin American Minerals to finish obtaining requisite regulatory approval in respect of the transaction.-

An agent’s fee is payable to Euro Pacific Capital in the amount of 8% of the gross proceeds payable in cash and 10% in warrants, exercisable at the price of $0.50 per share. Proceeds of the private placement will be used for exploration and development of the Registrant’s properties and working capital.

Item 9.01. Financial Statements and Exhibits.

10.1 ~~Letter~~Form ~~agreement~~of Subscription Agreement with ~~Kinross~~the ~~Gold~~following ~~Corporation~~placees: ~~dated~~Charles ~~March~~Haegelin 16Peter Spina Chris Mullen Richard C. Pinkham James Johnson Hewitt Investment Properties, ~~2006~~LLC Betty Baylor Pacific Trend Building Co. Inc. Kristine C. Brenner Peter Smith John Smith Andrew Smith Larry M. Bush Ray Jackson Robert J. and Anne E. Scott Judith B. Kidd Richard B. Ressman Jonathan Klahr Weber Mfg Profit Sharing Plan Trust Barry and Pam Fronek Scott and Linda Fait D. Stewart Armstrong John E. and M. Shirley Hiner

10.2 Amendment agreement between the Registrant, TNR Gold Corp. and Latin American Minerals Inc. dated March 8, 2006.

99.1 News Release issued by the Registrant on March 21, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEOCOM RESOURCES, INC.

/s/ John Hiner

John Hiner, President

Date: ~~March~~August 2124, 2006

D/JLM/894027.1

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