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): October 25, 2010

Date of Report (Date of earliest event reported):		January 7, 2011

GEOS COMMUNICATIONS, INC.
(Exact name of Company as specified in its charter)

Washington	0-27704				91-1426372
(State or other jurisdiction	(Commission File Number)				(IRS Employer
of incorporation)					Identification No.)

430 North Carroll Avenue, Suite 120, Southlake, Texas				76092
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code:			817-240-0200


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

GEOS COMMUNICATIONS, INC. (Exact name of Company as specified in its charter)

Washington	0-27704	91-1426372
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

430 North Carroll Avenue, Suite 120, Southlake, Texas		76092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 789-6000

(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 Company under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement.~~Officers; Election of Directors; Appointment of Principal Officers

~~On December~~Effective 3January 7, 2010 ~~Geos Communications~~, ~~Inc~~Cynthia T. Gordon (was named Chief Financial Officer of the “Company”). ~~completed~~From ~~the~~January ~~sale~~of 2009 until June of 2009, Ms. Gordon, age 47, served as Interim Chief Financial ~~its~~Officer, ~~internet-telephony~~Senior ~~network~~Vice ~~assets~~President, ~~(the~~and ~~“Assets”)~~Controller toof ~~MGTCO~~Zale ~~Holdings~~Corporation, ~~LLC~~in Irving, ~~(“Purchaser”). Pursuant~~Texas, towhere anshe ~~asset~~had ~~purchase~~served ~~agreement~~as ~~dated~~Senior ~~October~~Vice President and Controller since ~~25,~~February ~~2010,~~2003. ~~Purchaser~~From ~~agreed~~April 2001 to ~~(i)~~July ~~assume~~2003, ~~contractual~~Ms. ~~obligations~~Gordon ofserved ~~the~~as ~~Company~~Vice President ~~with~~of ~~regard~~Corporate toPlanning ~~the~~of ~~Assets~~Zale Corporation, and ~~(ii)~~from 1998 to ~~pay~~2001, aMs. ~~royalty~~Gordon served ~~(the~~as ~~“Royalty~~Senior ~~Payment”)~~Director toof Investor Relations of Zale Corporation. Ms. Gordon ~~the~~joined ~~Company’s~~Zale ~~wholly-owned~~Corporation ~~subsidiary,~~in ~~Geos~~October ~~Communications~~1994 IPas ~~Holdings~~Director of Corporate Planning. Previously, ~~Inc~~Ms. Gordon served in various positions, including Director of ~~(“Geos~~Investor IPRelations ~~Holdings”)~~and External Reporting for ~~use~~A Pea in the Pod, a maternity wear retailer, and in the audit division of ~~Geos~~Ernst IP& ~~Holdings’~~Young ~~intellectual~~LLP, in Dallas, ~~property~~Texas.

~~The~~Item ~~Royalty~~9.01. Financial ~~Payment~~Statements is to be an amount equal to (i) 2% of the first $550,000 in revenue received by Purchaser with respect to the Assets, (ii) 5% of the next $4,450,000 in revenue received by Purchaser with respect to the Assets, and ~~(iii)~~ ~~2.5% of any additional revenue received by Purchaser with respect to the Assets.~~Exhibits

Item 2.01 Completion of Acquisition or Disposition of Assets.

The asset sale transaction described in Item 1.01 closed on December 3, 2010. For a description of the transaction, see the disclosure provided under Item 1.01 above.

(d) Exhibits.

Exhibit No.		Description
10.1*		Asset Purchase Agreement, dated October 25, 2010, by and among MGTCO Holdings, L.L.C., Geos Communications, Inc., and Geos Communications IP Holdings, Inc.
10.1		Employment Agreement, dated January 7, 2011, between Cynthia Gordon and Geos Communications, Inc.

* Filed herewith.

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.

			GEOS COMMUNICATIONS, INC.
			(Company)
Date December 9, 2010		By:	/s/ Chris Miltenberger
Date	January 13, 2011
		Name	Chris Miltenberger
By:			/s/ Chris Miltenberger
		Title:	President
Name			Chris Miltenberger
Title:			President

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