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
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Date
of Report (Date of earliest event reported):
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December
2, 2010
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GEOS
COMMUNICATIONS, INC.
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(Exact
name of Company as specified in its
charter)
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Washington
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0-27704
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91-1426372
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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430
North Carroll Avenue, Suite 120, Southlake, Texas
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76092
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(817)
789-6000
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions (see General Instruction A.2. below):
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
1.01 Entry
into a Material Definitive Agreement.
On
December 2, 2010, Geos Communications, Inc. (the “Company”) sold 0.5% of its
investment in the Company’s subsidiary, D Mobile, Inc., a Delaware corporation
(“D Mobile”) for $50,000 to Michael Reardon, a director of the
Company. On December 22, 2010 the Company sold an additional 10% of
its investment in its subsidiary D Mobile for $1,000,000 to an entity controlled
by Stephen F. Butterfield, a current investor in the Company (“Butterfield”) and
D Mobile.
Between
December 22, 2010, and February 15, 2011, D Mobile sold newly issued shares of
its common stock, par value $.01 per share (the “Shares”) pursuant to
subscription agreements for the following amounts: on December 22,
2010 D Mobile sold 8,000 Shares for $20,000 to a new investor in D
Mobile; on January 27, 2011, D Mobile sold 12,000 Shares for $30,000
to a new investor in D Mobile; on February 10, 2010, D Mobile sold 400,000
Shares for $1,000,000 to an entity controlled by Butterfield; on February 11,
2011, D Mobile sold 20,000 Shares for $50,000 to Andrew Berman, the Company’s
Chief Executive Officer and a member of its Board of Directors, who also serves
as D Mobile’s Chief Executive Officer and Chairman of its Board of Directors;
and on February 15, 2011, D Mobile sold 20,000 Shares for $50,000 to a trust
controlled by David Schafer, D Mobile’s Executive Vice President of Worldwide
Sales.
On
December 2, 2010, Bruce Friedman, a director of D Mobile, loaned D Mobile
$50,000 to be repaid on the earlier of (i) the sale by the Company, subsequent
to the date of the note, of $200,000 in the Shares held by the Company or (ii)
February 28, 2011. The note bears interests at a rate of 12% per
annum.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
As
described in Item 1.01 above, in December of 2010, the Company disposed of 10.5%
of its ownership stake in D Mobile in multiple transactions. For a
description of the transactions, see the disclosure provided under
Item 1.01 above.
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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.
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GEOS
COMMUNICATIONS, INC.
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(Company)
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Date
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February
15, 2011
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By:
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/s/
Chris Miltenberger
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Name
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Chris
Miltenberger
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Title:
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President
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