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) ~~January~~February 294, ~~2007~~2009

GEOCOM RESOURCES INC.

(Exact name of ~~Registrant~~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~~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~~- ~~3.02.~~2 ~~Unregistered Sales of Equity Securities~~-

OnItem ~~January 29, 2007, we closed a private placement consisting of 134,000 units at a price of $0~~5.1702 ~~per~~Departure ~~unit with one accredited investor for total proceeds~~ of ~~$22,780. Each~~Directors ~~unit consists~~ of ~~one~~Certain ~~common~~Officers; ~~share~~Election ~~and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at an exercise price~~ of ~~$0.50~~Directors; ~~for~~Appointment ~~a period~~ of ~~two~~Certain ~~years~~Officers; ~~after~~Compensatory ~~the~~Arrangements ~~date~~ of ~~the~~Certain subscription agreement. For each sale of these units we relied on the exemption from registration provided for accredited investors pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.Officers

AsEffective aFebruary ~~condition~~2, 2009 Messrs. Talal Yassin and Andrew Stewart resigned as directors of ~~the~~our ~~private~~company. In ~~placement~~his resignation notice, weMr. ~~have~~Yassin explained ~~agreed~~that he was unable to ~~file~~continue ato ~~registration~~devote ~~statement~~any ~~within~~time 45to ~~days~~our ofbusiness ~~the~~due ~~closing~~to ~~date~~his ofneed ~~the~~to ~~private~~devote ~~placement~~his ~~registering~~full ~~all~~time ofand ~~the~~attention ~~securities~~to ~~issued~~other business matters. Mr. Stewart stated in his notice that his career change required his full attention, and that he could no longer devote adequate time and attention to his responsibilities as director of our company.

~~CW1045642.1~~SIGNATURES

-Pursuant 2to -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.

AnGEOCOM ~~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~~RESOURCES, ~~exercisable at the price of $0~~INC.~~50 per share. Proceeds of the private placement will be used for exploration and development of the Registrant’s properties and working capital.~~

~~Item~~/s/ ~~9.01.~~John ~~Financial Statements and Exhibits.~~Hiner

~~10.1~~John ~~Form~~Hiner, ~~of Subscription Agreement with Pamela Fronek~~President

~~SIGNATURES~~Date: February 4, 2009

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: January 30, 2007

CW1045642.1

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