UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2009~~2010.

orOr

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~from______~~from______to to _______

Commission file number: 0-27704

GEOS COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Washington		91-1426372
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer 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

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, no par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). ¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed ~~second~~fourth fiscal quarter: $1620,~~493,298~~305 based on 1932,~~155~~647,~~497~~642 shares held by non-affiliates and a closing price of $0.6002. ~~These amounts are reflective of the 1:10 reverse split effected by the company on May 14,2009.~~

As of March 3025, ~~2010~~2011, 3237,~~647~~765,~~642~~495 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III – Items 10, 11, 12, 13 and 14 is incorporated herein by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

TABLE OF CONTENTS

PART I		1
	Item 1. Business.	1
	Item 1A. Risk Factors.	5
	Item 1A. Risk Factors	7
	Item 1B. Unresolved Staff Comment	1315
	Item 2. Properties.	1315
	Item 3. Legal Proceedings.	1316
PART II		14
	Item 4. Reserved	17
	Item 4. Reserved	14
PART II		17
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1517
	Item 6. Selected Financial Data.	1618
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.	16
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
	Item 8. Financial Statements and Supplementary Data.	2026
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	2026
	Item 9A(T). Controls and Procedures	20
	Item 9A. Controls and Procedures	26
	Item 9B. Other Information	2127
PART III		2127
	Item 10. Directors, Executive Officers and Corporate Governance.	2127
	Item 11. Executive Compensation.	2527
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28
	Item 13. Certain Relationships and Related Transactions and Director Independence	29
	Item 13. Certain Relationships and Related Transactions, and Director Independence.	28
	Item 14. Principal Accounting Fees and Services	30
	Item 14. Principal Accounting Fees and Services.	28
PART IV		3128
	Item 15. Exhibits, Financial Statement Schedules	3128

PART I

For convenience in this annual report, “Geos,” “we,” “us,” and “the Company” refer to Geos Communications, Inc. and our consolidated subsidiaries, taken as a whole.

Item 1. Business.

We were incorporated under the laws of the State of Washington on October 17, 1988. Our offices are located at 430 North Carroll Avenue, Suite 120, Southlake, Texas 76092, and our telephone number at that address is (817) 240-0200. We maintain websites at www.geoscommunications.com, www.~~voicestick.com, www.myglobaltalk.com, www.~~shootit.com and www.duoguo.cn. WeIn ~~affected a~~addition, ~~1:10~~we ~~reverse~~have ~~split~~an ofoffice ~~our~~location ~~common~~in ~~stock effective May 14~~Shanghai, ~~2009~~China.

~~Through our~~The ~~subsidiary~~Company’s ~~Geos~~primary ~~Communications,~~activities ~~Inc.,~~are aas ~~Delaware~~the ~~corporation~~operator ~~(“Geos (DE)”)~~of, weand ~~are a~~ developer and distributor of mobile ~~applications~~content and ~~communications~~ services~~. We~~ ~~leverage~~through our ~~Voice~~two ~~over~~subsidiaries ~~Internet~~Shoot-It! ~~Protocol~~LLC (~~VoIP~~“Shoot-It!”) and ~~technology~~ ~~development~~D ~~to introduce solutions to the global mobile community. Our services include MyGlobalTalk~~Mobile, ~~a comprehensive solution for reducing long distance calling charges worldwide that makes use of various least cost routing processes and technologies which may include VoIP~~Inc. We ~~have repositioned~~(“D ~~our company in the fourth quarter of 2009 to support our strategic plan of becoming a distributor of mobile applications solutions and services for the global mobile community~~Mobile”). These solutions, which we will license or own ourselves, will include our MyGlobalTalk service. MyGlobalTalk leverages our core competencies in VOIP and technology development. Our revenues for 2009 have been derived primarily from our legacy Voicestick solutions and to a lesser extent from MyGlobalTalk which became market ready in the fourth quarter of 2009. We expect revenues from MyGlobalTalk to become more significant in 2010 as our marketing and sales activities begin to yield results.

InOur ~~early 2010~~goal weis ~~acquired~~to be a ~~wholly~~leader ~~owned~~in ~~subsidiary~~the ~~Shoot~~global ~~It!,~~distribution ~~Inc.,~~of targeted in-store ~~which~~digital weadvertising ~~provide mobile~~and ~~applications~~content ~~for~~enabled ~~sending~~through ~~picture~~a ~~postcards~~network ~~from~~of ~~smart phones~~kiosks. We ~~In addition,~~developed ~~through~~our ~~another~~own ~~recently~~technology ~~acquired~~platform ~~wholly~~that ~~owned~~allows ~~subsidiary,~~specific Dadvertising ~~Mobile, Inc,~~and wecontent ~~operate~~to abe ~~retail~~distributed ~~channel~~to ~~for~~each kiosk. We attract the ~~discovery~~consumer ~~and~~through ~~download~~an offering of ~~licensed mobile~~digital content ~~under~~and the ~~brand~~ability ~~name~~to ~~Duo~~download ~~Guo~~that incontent ~~China~~to multiple mobile devices (laptop, phone, tablet, etc.) from a kiosk or online.

~~Our products~~During ~~allow~~2010 ~~our~~we ~~customers~~undertook tosignificant ~~improve~~changes ~~the~~in ~~experience~~our ~~and~~business ~~usefulness~~strategy. ofThese ~~their mobile~~changes ~~phones. Our~~resulted ~~corporate~~in ~~headquarters~~the isdiscontinuation ~~based~~of inour ~~Southlake, Texas. In~~Voice ~~addition,~~over weInternet ~~have~~Protocol ~~locations~~(VoIP) intechnology ~~Shanghai~~development, ~~China~~including our MyGlobalTalk solution, and ~~we maintain~~included ~~switching~~the ~~equipment~~acquisitions inof Shoot ~~Atlanta,~~It! ~~Georgia~~and D Mobile.

~~Our products~~The ~~and~~following ~~services~~is ~~offer~~an overview of the ~~end~~significant ~~user~~business ~~the~~changes ~~following~~that ~~benefits:~~occurred during 2010.

~~MyGlobalTalk~~On February 19, 2010, we acquired Shoot It!, which provides a mobile application for sending picture postcards from smart phones. After downloading the application onto a smart phone, the consumer can select a picture on their phone and send a postcard for a fee. Since the date of acquisition, we have included the financial results for Shoot It! in our results of operations.

·On AMarch ~~secure~~1, ~~network~~2010, ~~designed~~we acquired D Mobile, which provides us with a platform for ~~interoperability~~the distribution of mobile content and ~~scalability~~place-based advertising in anChina. ~~SAS-compliant~~The ~~environment;~~principal business of D Mobile, which operates in China through a wholly owned foreign entity operating under the name Duo Guo, is to serve as a distribution marketplace for the delivery of digital entertainment, information, and consumer content to mobile devices. D Mobile generates revenues through consumers use of the D Mobile marketplace to purchase and download content to their smart phone and eventually through the sale of advertising within the marketplace. We have included the results of operations for D Mobile since the date of acquisition in our results of operations.

·On ~~Exceptional~~June ~~call~~17, ~~quality~~2010, ~~using~~the ~~industry~~Company’s ~~standard,~~board ~~SIP~~of directors approved a plan by which the Company discontinued its VoIP and telephony services. Under the plan the Company implemented a reduction-~~based~~in-force and closed its network ~~architecture~~switching operations located in Atlanta, ~~producing~~Georgia. ~~minimal~~As ~~lag~~such ~~time~~all related operations have been presented as discontinued operations for the periods ended December 31, 2010 and ~~coverage~~2009 ~~that~~and ~~works~~the ~~anywhere~~network ~~cellular~~switching ~~service~~equipment ishas ~~available~~been classified as assets of discontinued operations as of December 31, 2009. On December 3, 2010 the Company completed the sale of its internet-telephony network assets (the “Assets”) to MGTCO Holdings, LLC (“Purchaser”). Pursuant to an asset purchase agreement dated October 25, 2010, Purchaser agreed to (i) assume contractual obligations of the Company with regard to the Assets; and (ii) pay a royalty (the “Royalty Payment”) to the Company’s wholly owned subsidiary, Geos Communications IP Holdings, Inc. (“Geos IP Holdings”) for use of Geos IP Holdings’ intellectual property.

·The ~~Low~~Royalty ~~cost/high~~Payment ~~quality~~is ~~internet~~to ~~telephony-based~~be ~~international~~an ~~telephone~~amount ~~calls~~equal ~~from~~to a(i) ~~smartphone~~2% of the first $550,000 ~~cell~~in ~~phone~~revenue received by Purchaser with respect to the Assets, ~~landline/desk~~(ii) ~~phone~~5% orof ~~PC/netbook;~~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.

~~· No international plan needed - no hidden fees - no contracts - no connection fees - no expiration dates;~~Operations

·Shoot ~~Consumer~~It!, ~~pre-pay~~expands (our product portfolio of applications and technologies for ~~individual~~the global mobile communications market. Shoot It! is a postcard messaging service that allows users) to take a picture with their smart phone, ~~designed~~create ~~for~~a ~~those~~personal ~~who~~message ~~need~~and ~~flexibility~~send it as a paper postcard from anywhere in the world to any mailbox in North America, Western Europe or Asia. Shoot It! enhances the experience of smart phones by allowing users to share their photos with others around the world, while also giving the user a ~~pay-as-you-go~~tangible ~~solution;~~alternative to SMS or MMS. The Shoot It! smart phone application currently supports the iPhone, BlackBerry OS 4.6. and higher, Android and Windows Mobile operating systems. The Shoot It! smart phone application is currently available for download via traditional application retail channels such as the iTunes App store, BlackBerry App World and Android Marketplace. It is also our intent to make the application available through our D Mobile content distribution platform in China.

· A simple, intuitive mobile application for BlackBerry®, iPhone™, Android™, Symbian™ and Windows® Mobile operating systems.

Shoot It!

· Allows users to take a picture with the smartphone, create a personal message, and mail as a postcard to recipient;

· Delivery to any mailbox in North America, Western Europe, and Asia;

· Blends familiar postcard capability with new technology; and

· Gives a tangible alternative to SMS or MMS messaging.

Duo Guo

· Allows users to discover and download mobile applications and content through our retail kiosks;

· Gives the user a simple and organized way to locate and purchase applications and content;

·Our ~~Allows~~individual accounts for ~~expanded~~Shoot ~~services~~It! ~~for~~are ~~vendors~~on insubscription ~~ticketing,~~models ~~couponing~~that ~~and~~require ~~advertising;~~payment ~~and~~in advance.

·D WeMobile ~~believe~~provides us with a unique, ~~currently~~market-leading platform for mobile content distribution in China, the ~~only~~world’s ~~legitimate~~largest ~~source~~mobile ~~for~~communications ~~licensed~~market, ~~non-pirated~~and ~~content~~expands ~~from~~our ~~many~~global ~~producers~~presence.

~~Our management~~The isprincipal ~~focused~~business ~~upon~~of ~~executing~~D ~~our~~Mobile ~~strategic~~is ~~plan~~to ofserve ~~becoming~~as a ~~mobile application,~~marketplace ~~technology development and distribution company with global reach. We are accomplishing this by relying on products that we have developed, which are covered by our patent portfolio, and with products~~ for ~~which~~the wedelivery ~~have negotiated~~of ~~distribution~~digital ~~rights~~entertainment ~~with strategic partners. The right strategic partners~~ and ~~distribution~~consumer ~~networks~~content ~~are keys~~ to ~~our~~mobile ~~success as we look to expand our reach and grow our business~~devices. WeThe ~~plan~~company tohas ~~continue~~developed toits ~~build~~own ontechnology ~~our~~platform ~~product portfolio~~that byallows ~~executing~~for onthe andelivery ~~aggressive~~of ~~acquisition~~licensed ~~and~~content ~~partnering strategy. We will continue to introduce exciting~~ and ~~relevant~~advertising ~~device and~~through ~~geographic~~a ~~agnostic~~global ~~products~~network ~~coupled~~of ~~with~~interactive ~~pervasive~~kiosks ~~and strategic distribution solutions which will position us to emerge as a leader~~ in ~~the global~~high ~~mobile~~traffic ~~solutions~~retail locations and ~~distribution~~branded ~~market~~online communities.

~~There~~D ~~can be~~Mobile nooperates ~~assurances~~within ~~that~~two ~~such~~of ~~efforts~~the ~~will~~fastest begrowing ~~successful.~~segments Wein ~~may~~the ~~finance~~global ~~these~~advertising ~~new business~~industry: ~~opportunities~~mobile ~~through~~marketing aand ~~combination~~digital out-of-home ~~equity~~(DOOH) ~~and/or debt~~advertising. Around Ifthe ~~we determine~~world, tomobile ~~finance~~devices ~~these~~are ~~opportunities~~emerging byas ~~issuing~~a ~~additional~~primary ~~equity,~~tool ~~then~~for ~~such equity~~the ~~may~~communication ~~have rights~~ and ~~preferences~~consumption ~~superior~~of toentertainment ~~the~~content. Similarly, ~~outstanding~~DOOH ~~Common~~technologies ~~Stock,~~ and ~~the~~place-based ~~issuance~~networks of(i.e., ~~such~~in-store ~~equity~~video ~~will~~screens) ~~dilute~~are outpacing the ~~ownership~~growth ~~percentage~~ of ~~our existing~~traditional ~~shareholders.~~media Ifdue ~~we determine~~ to ~~finance~~their ~~these~~ability ~~opportunities~~to ~~by incurring~~deliver ~~debt,~~advertising ~~then~~impressions ~~such~~at ~~debt~~or ~~may~~near ~~not~~the bepoint ~~available~~of ~~to us on favorable terms, if at all~~sale.

~~Recent Acquisitions~~The current distribution for D Mobile is focused on China and the Asian markets. In the U.S. we are targeting leading electronics retailers, leading cellular retailers and pharmaceutical retail chains. Worldwide we believe that our distribution footprint is capable of reaching 30,000 units within three to five years. We believe D Mobile, which operates under the brand name Duo Guo, is the primary legitimate retail channel for the discovery and download of licensed mobile media content in China.

~~In February~~The ~~2010,~~D weMobile ~~acquired~~platform ~~Shoot~~has ~~It,~~the ~~LLC,~~ability ~~which~~to ~~expands~~deliver ~~our~~advertising ~~product~~impressions ~~portfolio applications~~while ~~and~~also ~~technologies~~creating ~~for~~a retail transaction through the ~~global~~purchasing ~~mobile~~and ~~communications market. Shoot~~download ~~It!~~of islicensed acontent ~~postcard~~to ~~messaging~~a ~~service~~mobile ~~that~~device. ~~allows~~The ~~users to~~Company’s ~~take~~platform awill ~~picture~~deliver ~~with~~advertising ~~their~~to ~~smartphone,~~the ~~create~~kiosk athrough ~~personal~~streaming ~~message~~video and/or ~~send~~rotating ~~it as~~static aadvertisements. ~~paper~~Additional ~~postcard~~advertising ~~from~~revenue ~~anywhere~~may inbe generated through the ~~world~~sale toof ~~any~~banner ~~mailbox~~or insponsorship ~~North~~advertisements ~~America, Western~~on ~~Europe~~the orinteractive ~~Asia~~content screen. ~~Shoot~~Our ~~It!~~technology ~~enhances~~can ~~the~~deliver ~~experience~~content ofto ~~smartphones~~mobile ~~by allowing~~phones, ~~users~~regardless toof ~~share~~the ~~their~~device, ~~photos~~and is compatible with ~~others~~most major ~~around~~mobile ~~the~~operating ~~world~~systems (Android, ~~while~~Symbian, ~~also giving~~Windows ~~the~~Mobile, ~~user~~and aBlackBerry) ~~tangible~~as ~~alternative~~well toas ~~SMS~~laptops, ortablets ~~MMS.~~and ~~Shoot~~personal ~~It!’s~~computers. The ~~smartphone application~~revenue ~~currently~~model ~~supports~~for the ~~iPhone,~~company ~~BlackBerry~~is OSdriven ~~4.6.~~by ~~and~~the ~~higher, Android~~ability ~~and~~to ~~Windows~~leverage ~~Mobile~~our ~~operating~~technology ~~systems.~~platform ~~The~~through ~~Shoot~~the ~~It!~~development ~~smartphone application~~of isdistribution ~~currently~~partnerships ~~available~~into a comprehensive tool for ~~download~~selling ~~via~~advertising ~~traditional~~and ~~application~~ digital content. The value proposition for our retail ~~channels~~partners ~~such~~lies asin ~~the~~our ~~iTunes~~ability ~~App~~to ~~store,~~enhance ~~BlackBerry~~the ~~App~~in-store ~~World~~consumer experience and ~~Android Marketplace. It~~to ~~will~~create ~~also~~incremental berevenue ~~available~~from ~~through~~existing ~~Geos’~~store ~~Duo~~traffic. ~~Guo~~Advertisers ~~mobile~~ and content ~~distribution~~providers ~~platform~~are attracted by our ability to reach consumers in ~~China~~a dynamic retail environment.

In ~~March 2010,~~addition weto ~~acquired~~the Dgrowth ~~Mobile,~~we ~~Inc.,~~expect ~~which~~to ~~provides~~achieve usthrough ~~with a unique, market-leading platform for mobile content distribution in China,~~ the ~~world’s largest~~global ~~mobile~~deployment ~~communications~~of ~~market, and expands~~ our ~~global~~kiosk ~~presence.~~technology, We we believe Dthat ~~Mobile,~~there ~~which~~are ~~operates~~two ~~under~~other ~~the~~factors ~~brand~~that ~~name~~will ~~Duo~~enhance ~~Guo,~~our isability ~~the~~to ~~primary and~~create ~~only~~attractive ~~legitimate~~returns ~~retail channel~~ for ~~the~~our ~~discovery~~financial ~~and download of licensed mobile media content in China~~partners. ~~Duo~~First, ~~Guo~~our ~~operates~~technology an(User ~~innovative kiosk-based~~Interface) ~~distribution~~is ~~business,~~easily ~~which~~transferable ~~enables~~from ~~mobile~~a ~~device~~kiosk ~~users~~experience to ~~discover and~~a ~~download games~~PC, ~~movies~~tablet, ~~music,~~smart ~~ringtones and applications. The kiosk network can also serve as a channel for a wide range of mobile downloadable services such as ticketing~~phone, ~~coupon~~or ~~distribution~~internet ~~and advertising~~environment. ~~Duo Guo has established partnerships with major retailers that include Wal-Mart~~Secondly, ~~China~~the ~~Unicom,~~DOOH ~~Suning~~market ~~and~~is ~~FunTalk,~~defined asby ~~well~~rapid ~~as major media content providers including Paramount Pictures~~growth, EAstrong ~~Mobile,~~technology ~~Cartoon Network, Warner Music Group~~ and ~~others. Duo Guo currently operates more than 75 kiosks in 15 cities across China including Shanghai and Beijing, and~~ the ~~Guangzhou,~~ ~~Shandong,~~lack ~~Jiangsu~~of ~~and~~a ~~Zhejiang~~dominant ~~provinces, and is rapidly opening more kiosks~~player.

Industry Overview

~~The growth~~DOOH ~~in the global mobile community is accelerating dramatically. The adoption~~ and ~~use~~place-based ofnetworks ~~smartphones~~are isamong ~~accelerating~~the ~~and~~fastest ~~creating~~growing asegments ~~large~~in ~~demand~~the ~~for~~global ~~mobile applications~~advertising ~~and service~~industry. ~~According~~While toadvances ~~Gartner,~~in ~~cell~~technology ~~phones~~have ~~and~~created ~~smartphones~~displacement ~~will overtake PC’s as the most common device used for Web access sometime~~ in ~~the~~many ~~next three~~areas ~~years.~~of Intraditional ~~addition~~media, ~~they~~these ~~expect~~same ~~mobile~~technologies ~~consumers~~are tomaking ~~spend~~it ~~$6.2~~possible ~~billion~~to ~~at mobile~~deliver ~~apps~~a ~~stores~~dynamic inconsumer ~~2010~~marketing ~~compared~~experience toat ~~$4.2~~or ~~billion~~near inthe ~~2009.~~point ~~Strategy Analytics estimates that worldwide sales~~ of ~~smartphones~~sale. ~~grew~~Advertisers ~~30%~~find in the ~~fourth~~combination ~~quarter~~ of ~~2009~~ ~~from~~ a ~~year~~digital ~~earlier~~experience ~~to reach 53 million units. This growth has created a large demand for applications~~ and ~~services~~proximity ~~while~~to atretail ~~the~~locations ~~same~~to ~~time~~be ~~creating~~an ~~a fragmented~~effective ~~market with no easy, logical~~ method for ~~discovery~~advertising ~~and download of applications or content~~delivery.

~~To address~~During ~~these opportunities~~2010, we$6.5 ~~provide~~billion ~~our~~was ~~own~~spent ~~mobile~~globally ~~applications~~on todigital ~~the market~~advertising ~~including~~with ~~MyGlobalTalk~~$2.0 ~~and~~billion ~~Shoot~~spent ~~It! These~~in ~~applications fill specific needs to~~ the ~~mobile~~U.S. ~~user~~market and ~~enrich~~approximately ~~the~~$400 ~~experience~~million ~~and~~in ~~functionality of the mobile user~~China. ~~These~~Global ~~applications~~DOOH ~~provide~~expenditures ~~recurring~~are ~~customer revenue~~expected ~~through~~to ~~the~~grow ~~use~~15% ofduring ~~these services~~2011.

~~In addition,~~The ~~Geos~~global ~~acquired~~mobile ~~Duo~~marketing ~~Guo~~industry is currently experiencing explosive growth due to improvements in ~~2010~~carrier networks, ~~a retail~~increasing ~~channel~~availability ~~for~~of ~~the discovery~~smart phones, and ~~download~~the growth of ~~licensed~~cell ~~mobile~~phones ~~content~~as inthe ~~China,~~primary ~~the~~device ~~world’s~~for ~~largest mobile~~social ~~communications~~engagement ~~market~~and content consumption. ~~Through~~U.S. ~~its~~mobile ~~strategically~~marketing ~~placed~~expenditures ~~kiosks~~reached in$2.7 ~~highly trafficked~~billion ~~first~~in 2009 and ~~second~~are ~~tier~~expected ~~cities,~~to ~~Duo~~grow ~~Guo provides~~84% aannually ~~wide range~~to of$57 ~~services~~billion ~~including~~in ~~mobile-content~~2014. ~~downloads,~~In ~~ticketing~~China, ~~mobile~~the ~~coupon distribution~~growth ~~and~~is ~~advertising~~equally impressive, ~~along~~ with ~~exclusive~~a ~~rights~~forecast inof ~~China~~50% ~~to MyGlobalTalk~~annual ~~and~~growth, ~~Shoot~~reaching ~~It!~~$34 ~~content~~billion (USD) by 2013.

~~Beyond these~~Mobile ~~actions~~phone subscriptions worldwide reached 5.0 billion during 2010, weled ~~are~~by ~~developing~~growth ~~key~~in ~~partnerships~~China ~~among~~and ~~the~~India. ~~most~~In ~~immediately relevant~~many emerging markets, ~~rapid~~broadband ~~adoption~~service ~~markets~~is ~~through~~not ~~unique~~readily available, ~~highly~~making ~~strategic~~content acquisition a lengthy and ~~pervasive distribution~~costly ~~channels~~process for the consumer. Many consumers are using their smart phone as their primary means of browsing the web or downloading content. Our solution creates an alternative to wireless connections and provides an accessible means to discover and transfer content in a quick, legal, and inexpensive fashion.

Retailers are continuously looking for ways to increase revenue through additional product offerings and/or higher transaction values. Our distribution partners recognize that store traffic is a valuable ecosystem for content discovery and incremental advertising revenue.

In addition, some retail partners believe this enhanced in-store experience will drive sales for more expensive phones with additional features and capabilities. We believe our technology distribution platform, along with kiosks and an online presence provide a comprehensive, convenient, and economically attractive solution to these market needs.

Distribution

Our retail partnerships are currently focused on in-store and online environments where the consumers are already engaged in the discovery process. As our distribution partnerships expand, the D Mobile technology platform will be deployed as a custom solution for each retail partner.

The smart phone is one of the primary screens for the consumption of digital media, and the ideal time to sell digital media to the owner of a mobile device is at the time of purchase of the device. In a typical scenario the customer buys the device, goes home and, without assistance, explores numerous WAP (Wireless Application Protocol) sites to find content that is compatible with the device’s operating system and formatted for its screen.

Our retail partners can use the kiosks to display to their customers a well-organized collection of content that has been formatted specifically for the customer’s devices. This seamless and logical process of buying a device and loading it with content at the point of purchase while being guided by a sales associate should provide a superior customer experience than presently available. For those users who only access the internet via their mobile device, our kiosk offers the advantages of a faster download experience and the avoidance of potential broadband connection fees.

At present, the strength of the company distribution footprint is our strong relationships with leading retail concerns in China and China’s second largest cellular carrier network. We have active discussions underway for expansion into Korea, Sri Lanka, Singapore, and India. In addition, we are in various stages of development with leading retail chains in the United States.

China

There are approximately 750 million cellular subscribers in China and this number is forecast to reach 1.3 billion by 2014. Currently, only 15% of the population has access to a broadband connection, and subscribers pay by the kilobyte for usage on the carrier network. Thus, discovery, download, and consumption of digital media is time consuming and costly for the consumer. Our kiosk technology is an attractive place-based solution that meets a consumer need while providing incremental revenue channel for our retail partners.

-China Unicom is the second largest mobile service provider in China and the world with 160 million mobile subscribers and 10,000 company owned stores. The Company has an agreement with China Unicom to distribute content on China Unicom’s WAP store, known locally as the “Wo Store.” Under this agreement, the Company is currently providing digital gaming and other content to be purchased by China Unicom’s subscribers. In addition, the Company has been tasked with developing an advertising procurement and delivery solution for the Wo Store.

-FunTalk, is a leading cellular retailer in China with 662 retail outlets and additional wholesale distribution that sold approximately 190 million phones in 2010. The current agreement calls for D Mobile to integrate our technology platform (UI) and content into their existing kiosk solution. This should result in an expedited deployment of our technology to an expected 650 kiosks by the end of 2011. The agreement also includes an opportunity to develop a fully integrated advertising solution utilizing the kiosk network as well as the in-store video displays already deployed in the stores.

-Gome is the largest consumer electronics retailer in China with 700 stores in more than 200 cities. The Company operates several kiosks under a design and testing agreement with Gome and is in negotiations to expand its presence across the Gome footprint through 2012.

-Media Markt is a leading European retail chain that has recently entered the China market. Although Media Markt has only a modest presence in China, the company operates 1700 stores in Western Europe. D Mobile intends to leverage the relationship built in China into a launch vehicle for European expansion.

A significant factor in our China distribution partnerships has been the ability to secure the rights to conduct research studies that track consumer behavior and interest in specific products. In the case of FunTalk and China Unicom, we have the explicit right to design and field weekly research projects that will be conducted in-store at the kiosk location or conducted on partner websites and supported by their internal operations. Ultimately, this data will provide D Mobile with a competitive advantage with regard to content selection and advertising placement.

United States

The U.S. market consists of approximately 250 million cellular subscribers, the majority of whom have access to a broadband connection. While users have access to an internet connection, the downloading experience is still impaired by the time it takes to download more sophisticated content such as movies and television shows.

Our potential United States retail partners see the potential to sell a more expensive smart phone and up sell services if they can exhibit the functionality of a smart phone, such as movie downloads, at the time of purchase. Research shows that more and more consumers are utilizing their phone as a primary screen.

The Company is in various stages of discussions with one of the top five cellular companies and one of the largest retail consumer electronics chains. In both cases the discussions include developing a kiosk profile suitable to their in-store needs. In addition, D Mobile is in the early stage of discussions with a leading pharmaceutical chain to integrate our technology platform into their existing photo kiosk business. We believe that a natural evolution of our kiosk integration discussion will be the development of an in-store video display network.

Competition

We face unique competition with each of our products. The competitors by product are:

MyGlobalTalk:

Domestically, the long distance market in the United States is highly competitive and includes providers of all sizes, including huge incumbents, such as AT&T and Verizon, and companies such as Vonage, Inc. Skype and other non-traditional providers.

Internationally, the competitive marketplace varies from region to region. Our competitors include both government-owned and incumbent phone companies and emerging competitive carriers.

The principal competitive factors in the national and international markets include price, quality of service, distribution, customer service, reliability, network capacity, the availability of enhanced communications services and brand recognition.

We do not represent a significant competitive presence in our industry.

Shoot It!:

~~Domestically, there~~The ~~are~~Shoot-It! ~~several~~application ~~competitors~~is innow ~~this~~available ~~space~~for ~~including~~iPhone, ~~Postino~~RIM/Blackberry, Android and ~~Hippo Cards~~Windows Mobile. We dohave ~~not~~also ~~believe~~added ~~any~~the ofcapability ~~the~~to ~~competitors~~generate ~~have~~a ~~international printing~~postcard ~~capabilities~~from ~~that~~a ~~would~~computer, ~~compete~~and ~~with~~we usbelieve ~~globally~~no ~~nor~~other domobile ~~they~~competitor ~~operate~~offers on this service. Other entrants to the ~~breadth~~space ofinclude, ~~devices~~Postino, weHippo ~~can~~Cards ~~service~~and Simply Postcards.

D Mobile/Duo Guo:

We believe there are no other ~~“legitimate”~~significant kiosk ~~(or computer terminal)~~ -based competitors in China ~~currently~~. There are small entrepreneurs selling pirated content from laptops and ~~“FAB”,~~companies ~~a kiosk company~~ with a limited number of kiosk units.

We also compete with internet sites where content can be downloaded such as: sina.com, kong zhong, linktone and others. However, ~~this~~these isservices ~~web~~are web-based and we believe not truly competitive since we have retail locations ~~with~~and in some cases staff to assist the consumer.

In addition, the mobile operators may also be considered a competitor since they have their own “decks” (WAP stores) on the phone, which can be accessed through phone. Customers can discover and download content from these websites. Again, we believe this is not truly competitive since we have retail locations with staff to assist the consumer.4

~~Business Strategy~~In addition, the mobile operators may also be considered competitors since they may have their own applications featuring their online stores, which can be accessed through the phone. Customers can discover and download content from these websites. Again, we believe this is not truly competitive since we have retail locations and in some cases staff to assist the consumer.

~~Our primary~~In ~~objective~~the isUnited toStates ~~become~~companies asuch ~~leading~~as ~~developer~~Netflix, ~~and~~Redbox, ~~distributor~~Flix ofon ~~mobile applications~~Stix, ~~and~~MOS ~~services. We~~Systems ~~believe~~and ~~that~~Blockbuster wecould ~~can~~be ~~accomplish~~considered ~~this goal by implementing the following strategies:~~competitors.

~~· leveraging our core competencies in VoIP and technology development along with our robust intellectual property portfolio to introduce solutions for the growing global mobile community;~~Technology/Engineering

·D ~~relying~~Mobile’s ondigital ~~products~~advertising ~~that~~and wecontent ~~have~~distribution ~~developed~~platform capabilities include a cloud based, ~~which~~device ~~are~~agnostic, ~~primarily~~content ~~covered~~distribution byand ~~our~~management ~~patent~~solution. ~~portfolio;~~The solution integrates a robust advertising distribution solution for interactive and non-interactive advertisements relevant to the content being distributed.

·From ~~selling~~initial ~~products~~content ~~for~~sourcing ~~which~~to wefinal ~~have~~delivery ~~negotiated~~the ~~distribution~~solution ~~rights~~is ~~with~~supported ~~strategic~~by ~~partners;~~a well-defined process: content ingestion, prioritization and delivery to a kiosk or online site. The solution includes a flexible content staging product solution, thereby offering complete control and management of the distribution.

·D ~~acquiring~~Mobile’s ~~additional~~flexible, ~~products~~intuitive and ~~services~~device ~~that~~agnostic ~~are~~User ~~compelling~~Interface application is portable and adaptable to ~~the~~any ~~mobile~~device. It ~~community~~offers content discovery, purchase and ~~expanding~~content ~~our~~delivery ~~kiosk~~workflows. Additional components designed include a content publisher interface to submit content for distribution, ~~outlets~~access onto a ~~global~~complete ~~basis;~~content settlement and reporting functions offering analytical data, sales data for content producers, aggregators and partners along with internal operations staff.

·The ~~Potential~~solution supports delivery of content through brick and mortar sales channels using kiosks and online channels such as the web. The solution can also reside as a resident application on PC and Mac environments, therefore giving the subscriber a myriad of ~~intellectual~~options ~~property~~to ~~(patents)~~obtain ~~which~~content. ~~are~~Other ~~non-essential~~functions include a long term cloud based content storage and retrieval mechanism offering consumers an option to ~~our~~store ~~products~~their content on long term basis permanently or until expiry, and access to it via streaming or download to a device.

Sales and Marketing

We sell our products through our direct sales team and our channel partners, agents, distributors as well as through our retail kiosk business of Duo Guo in China. While our individual accounts for both MyGlobalTalk and Shoot It! are on subscription models that require payment in advance, our enterprise customers are on a post paid billing plans of net 30 days. All Duo Guo sales are paid at point of sale.

Our websites, www.mygblobaltalk.com, www.shoot-it.com, www.duoguo.cn, and www.voicestick.com are the cornerstones for domestic and international information retrieval, the service plans and call rates for specific countries and frequently asked questions. These sites may also function as full e-commerce sites through their ability to support provisioning, account set up, the addition of pre-paid minutes to accounts, account status and account inquiry.

We are implementing a variety of methods in order to drive traffic to our websites. Banner advertisements on key portals, websites and search engines as well as targeted key word searches are expected to provide us with a web presence. We intend to develop partnerships with enterprise customers leveraging their brand awareness and distribution into various sales channels and demographic segments.

The primary target markets for the MyGlobalTalk™ service are enterprises with global calling footprints and consumers with global calling needs that want to reduce their cost to make long distance calls. We are also targeting emerging international markets, with an emphasis on Asia Pacific, Central and South America and Europe. We believe these markets have the highest mobile phone adoption rates as well as users that are inclined to want and need additional mobile applications and services.

Since the United States is the most price competitive market, we are targeting the domestic market through retail channels, agents and selected original equipment manufacturers.

Customer Service

~~Our customer~~Customer support ~~center~~ for ~~MyGlobalTalk and~~ Shoot It! is ~~located in Southlake, Texas and offers Tier 1 and Tier 2 support with established escalation procedures and associated response metrics. Tier 3 support is~~ provided by our ~~remote~~U.S. ~~engineering~~based staff. Support for our Duo Guo retail distribution kiosks is provided by our Shanghai, China office. As we expand our kiosk footprint we will likely outsource a portion of our customer support and kiosk maintenance to a third party to ensure we maintain appropriate response times and minimal downtime at every individual kiosk location. Pursuant to our overall business strategy, we may elect to outsource this entire function in the future.

Intellectual Property

Our ~~MyGlobalTalk~~ ~~solutions are supported by an~~ intellectual property ~~portfolio.~~consists ~~We have~~of ~~six~~the ~~issued~~internally ~~patents~~developed ~~and have~~computer ~~thirteen~~code ~~patent~~and ~~applications pending. The~~processes ~~patents~~that ~~contain~~facilitate athe ~~broad~~discovery ~~range~~and download of ~~claims~~content ~~covering~~at our ~~proprietary~~ ~~technologies and products~~kiosks. We ~~In addition, we~~ are ~~will~~presently beworking ~~making additional~~with ~~filings~~legal ~~around~~counsel ~~our~~to ~~entire~~determine ~~product~~the ~~and~~likelihood ~~services~~of ~~offerings~~obtaining ~~including Shoot~~patent ~~It!~~ and ~~Duo~~copyright ~~Guo~~protection asfor ~~warranted~~such intellectual property.

Liquidity and Managements Plans

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $12,403,535 and $12,552,050 during the years ended December 31, 2010 and 2009, respectively. As of December 31, 2010, the Company’s current liabilities exceeded its current assets by $ 4,417,035 and its total liabilities exceeded its total assets by $8,446,790, which includes the fair value of the Preferred Shares subject to mandatory redemption of $ 9,925,418.

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has sustained substantial operating losses since commencement of operations. The Company has also incurred negative cash flows from operating activities and the majority of the Company’s assets are intangible assets.

In view of these matters, realization of a major portion of the assets in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which is in turn dependent on the Company restructuring its financing arrangements, and/or obtaining additional financing, and achieving a positive cash flow while maintaining adequate liquidity.

The Company has undertaken a number of specific steps to meet its cash needs during 2010 and provide positive cash flow in the future. The Company discontinued its VoIP operations, which has resulted in a significant reduction in personnel and associated salaries and operating costs, and reduced cash flow used in operations. In addition, these actions include the two acquisitions consummated in the first quarter of 2010, as well as the Company’s entering into $2.8 million in borrowings under a line of credit and notes payable (refer to Note 9 of the consolidated financial statements). On April 4, 2011 the Company settled $2.75 million of these borrowings plus accrued interest by transferring shares of D Mobile (refer to Note 17 of the consolidated financial statements). In addition, the Company raised proceeds totaling $777,000 through the completion of equity placements of its Series H and I Preferred Shares (refer to Note 12 of the consolidated financial statements).

In the March 1, 2010 acquisition, the Company acquired 100% of the outstanding shares of D Mobile. In order to raise additional capital Geos sold 1,220,000 shares or approximately 30.5% of its investment in its subsidiary D Mobile for proceeds of $3,050,000. In August and September Geos sold 10% of its investment in D Mobile for $1,000,000. Of the proceeds raised, $500,000 was from an entity controlled by Stephen F. Butterfield (Butterfield), a current investor in the Company, $150,000 was from a director, and the remaining $350,000 was from additional investors. In October 2010, Geos sold an additional 10% of the outstanding equity interests in D Mobile for an additional $1,000,000 to Butterfield. On December 2, 2010, Geos sold 0.5% of its investment in D Mobile, for $50,000 to a director of the Company. On December 22, 2010 Geos sold an additional 10% of its investment in its subsidiary D Mobile for $1,000,000 to an entity controlled by Butterfield.. As of December 31, 2010 the Company had sold 30.5% of D Mobile for total proceeds of $3,050,000.

Furthermore, between December 22, 2010, and April 1, 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, 2011, 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 April 1, 2011 D Mobile sold 20,000 shares for $50,000 to a new investor. Total proceeds from the newly issued shares were $20,000 for the year ended December 31, 2010 and an additional $1,180,000 subsequent to year end.

The settlement of debt and share sales referred to above have reduced the Company’s ownership of D Mobile to 34.6% as of April 4, 2011.

We have historically reported net losses from our operations and negative cash flows. We will need to continue to raise capital to support our Operations until we reach positive cash flows which management believes will be in the fourth quarter of 2011. Management believes we can continue to attract adequate capital to support the execution of our strategic plan.

The Company has identified several new business strategies that may enable the Company to reach its profitability goals. First, the Company currently has a detailed plan under which it will bring in new capital for both its short term as well as its long term liquidity needs. The Company is in negotiations with several companies to enable the Company to ultimately expand the market and revenues for its products and services. In addition, the Company will continue to explore avenues to expand the market and sales of Shoot-It! and continue to review ways to monetize its intellectual property portfolio. Management believes that the potential for newly identified business relationships coupled with new capital from sophisticated investors, should allow the Company to achieve its goal of positive cash flow within the next twelve months. There can be no assurances that such efforts will be successful.

To meet short term obligations and finance operations, it is likely that additional capital will be needed for both Geos and D Mobile. This could result in either the sale by D Mobile of new D Mobile shares and/ or the sale of additional D Mobile shares owned by Geos. Under either scenario, Geos ownership in D Mobile will be further diluted. Geos and D Mobile intend to enter into an operating agreement under which executive management and general operational services will be shared between the companies based upon the time and nature of the services provided. It is the Company’s belief that the best way to improve the value of Geos is to grow the D Mobile operation.

The Company may also finance these new business opportunities through a combination of equity and/or debt. If the Company determines to finance these opportunities by issuing additional equity, then such equity may have rights and preferences superior to the outstanding Common Stock, and the issuance of such equity will dilute the ownership percentage of the Company’s existing shareholders. If the Company determines to finance these opportunities by incurring debt, then such debt may not be available to the Company on favorable terms, if at all.

Government Regulation

~~On November~~As 5, 2005, the Federal Communications Commission (FCC) Enforcement Bureau issued further revisions to E-911 compliance requirements for interconnected VoIP service providers. VoIP providers were not forced to cut off subscribers who did not receive E-911 services by November 28, 2005. However, VoIP companies were expected to stop marketing their service and accepting new customers in service areas that are not equipped to provide E-911 call routing, even if subscribers would be able to get “basic” 911 service. The FCC document states “Although we ~~do not require providers that~~ have ~~not~~exited ~~achieved~~our ~~full~~VoIP ~~911~~business ~~compliance~~government byregulation ~~November~~of ~~28, 2005, to discontinue~~ the ~~provision of interconnected~~ VoIP ~~service~~industry tois ~~any~~no ~~existing customers,~~longer weapplicable ~~do expect that such providers will discontinue marketing VoIP service, and accepting new customers for their service, in all areas where they are not transmitting 911 calls~~ to the ~~appropriate PSAP in full compliance with the Commission’s rules~~Company.~~” Currently, we are in the process of complying with FCC’s order for E-911 services.~~

We are not otherwise subject to direct federal, state, or local regulation, and laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet and other VoIP services, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other VoIP services covering issues such as user privacy, “indecent” materials, freedom of expression, pricing content and quality of products and services, taxation, advertising, intellectual property rights and information security. The adoption of any such laws or regulations might also decrease the rate of growth of Internet use, which in turn could decrease the demand for our products and services or increase the cost of doing business or in some other manner have a material adverse effect on our business, results of operations, and financial condition.

Environmental Regulations

We do not have any environmental regulations to consider.

Employees

As of March 3025, ~~2010~~2011, we had 76approximately 35 full-time employees. We also rely on a number of consultants and advisors whom we employ on an “as-needed” basis.

~~Amendment of~~Item ~~Quarterly~~1A. ~~Reports~~Risk ~~on Form 10-Q for Fiscal Year 2009~~Factors

~~As disclosed~~You inshould ~~our~~carefully ~~Current~~consider ~~Report~~the onrisks ~~Form~~described ~~8-K~~below ~~filed~~together ~~April~~with ~~16,~~all ~~2010,~~of the other information included in ~~connection~~ this report before making an investment decision with regard to our ~~year-end~~securities. ~~accounting~~The ~~procedures~~statements ~~and~~contained ~~audit,~~in ~~management~~or ~~consulted~~incorporated ~~with~~into ~~our independent~~this ~~auditors~~report ~~and~~that ~~Audit~~are ~~Committee~~not historical facts are forward-looking statements that are subject to risks and ~~determined~~uncertainties that ~~the~~could ~~unaudited consolidated~~cause ~~financial~~actual ~~statements~~results ~~contained~~to indiffer ~~the~~materially ~~Company’s~~from ~~Quarterly~~those ~~Reports on~~set ~~Form~~forth 10in or implied by forward-Qlooking ~~for~~statements. If any of the ~~quarter~~following ~~ended~~risks ~~June~~actually 30materialize, ~~2009~~our ~~(“Second~~business, ~~Quarter”)~~financial ~~and~~condition or results of operations could be harmed. In that case, the ~~quarter~~ ~~ended~~trading ~~September~~price 30of our common stock could decline, ~~2009~~and ~~(“Third~~you ~~Quarter”)~~may ~~should~~lose ~~not~~all ~~be relied~~or ~~upon~~part of your investment.

~~Additionally, on~~RISKS ~~April~~RELATED ~~30,~~TO ~~2010,~~OUR in connection with our year-end accounting procedures and audit, management consulted with our independent auditors and Audit Committee and determined that, due to an error in the calculation of the stock option and warrant expenses for the three months ended March 31, 2009, the unaudited consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (“First Quarter”) should not be relied upon.BUSINESS

AsCurrent ~~a result,~~and wefuture ~~subsequently~~acquisitions ~~filed~~and ~~amended~~alliances ~~Quarterly~~may ~~Reports~~expose onGeos ~~Form~~to ~~10-Q/A~~new ~~for~~risks, ~~the First~~or ~~Quarter~~fail to perform as expected. Conversely, ~~Second~~Geos’ ~~Quarter~~failure to complete acquisitions, ~~and~~enter ~~Third~~into ~~Quarter~~suitable onalliances ~~May~~or ~~3, 2010~~integrate acquired companies may hinder its growth and future profitability.

~~Item 1A~~One of Geos’ key strategies is to grow through acquisitions, joint ventures, and other strategic alliances, particularly with respect to its retail operations and attainment of applications for mobile users. Joint ventures and strategic alliances may expose Geos to operational, regulatory, and market risk as well as risks associated with additional capital requirements. In addition, Geos may not be able to identify suitable future acquisition candidates or alliance partners. ~~Risk~~Even ~~Factors~~if Geos identifies suitable candidates or partners, Geos may be unable to complete an acquisition or alliance on commercially acceptable terms. If Geos fails to identify appropriate candidates or complete desired acquisitions, Geos may not be able to implement its growth strategies effectively or efficiently. In addition, Geos’ acquisition and integration process may divert management from operating Geos’ existing business, negatively affecting Geos’ earnings and revenues.

~~You should~~In ~~carefully~~addition, ~~consider~~Geos’ ~~the~~ability ~~risks~~to ~~described~~successfully ~~below~~integrate ~~together~~the ~~with~~acquired ~~all~~companies ofor ~~the other~~their ~~information~~operations ~~included~~may inbe ~~this~~adversely ~~report~~affected ~~before~~by ~~making~~a annumber ~~investment~~of ~~decision with~~factors, ~~regard~~including todiversion ~~our~~of ~~securities.~~management’s ~~The~~attention ~~statements~~and ~~contained~~difficulties in orretaining ~~incorporated~~clients ~~into this~~of ~~report~~the ~~that~~acquired ~~are~~companies. ~~not~~Furthermore, ~~historic~~any ~~facts~~acquired ~~are~~companies ~~forward-looking~~may ~~statements~~not ~~that~~perform ~~are subject~~as toexpected ~~risks~~for ~~and~~various ~~uncertainties~~reasons, ~~that~~including ~~could~~legislative ~~cause~~or ~~actual~~regulatory ~~results~~changes toor ~~differ materially~~the ~~from~~loss ~~those~~of ~~set~~key ~~forth~~customers inand orpersonnel. If ~~implied~~Geos is bynot ~~forward-looking~~able ~~statements.~~to ~~If any~~realize of the ~~following~~benefits ~~risks~~envisioned ~~actually~~from ~~occurs~~such acquisitions, ~~our~~joint ~~business~~ventures, ~~financial condition~~ or ~~results~~ ofother ~~operations~~strategic ~~could be harmed. In that case~~alliances, ~~the~~‘Geos’ ~~trading~~overall ~~price~~profitability ~~of our common stock could decline,~~ and ~~you~~growth plans may ~~lose~~be ~~all or part of your investment~~hindered.

Current ~~and~~ ~~future~~economic ~~acquisitions~~conditions ~~and alliances~~ may ~~expose~~continue us to ~~new~~adversely ~~risks,~~affect ~~or cause us to fail to perform as expected. Conversely,~~ our ~~failure to complete acquisitions~~industry, ~~enter~~ ~~into~~business ~~suitable alliances or integrate acquired companies may hinder our growth~~ and ~~future~~results ~~profitability~~of operations.

~~One~~The ~~of our~~United ~~key~~States ~~strategies~~economy is tohas ~~grow~~undergone ~~through~~a ~~acquisitions,~~period ~~joint~~of ~~ventures,~~slowdown and ~~other strategic~~very ~~alliances~~high volatility, ~~particularly with respect to our retail operations~~ and ~~attainment~~ ofthe ~~applications~~future ~~for~~economic ~~mobile~~environment ~~users.~~may ~~Joint~~continue ~~ventures~~to ~~and~~be ~~strategic alliances~~less ~~may~~favorable ~~expose~~than usthat toof ~~operational,~~recent ~~regulatory,~~years. ~~and~~A ~~market~~substantial ~~risk~~portion asof ~~well~~our ~~as risks~~revenues ~~associated~~comes ~~with~~from ~~additional~~retail ~~capital~~consumers ~~requirements.~~whose Inspending ~~addition,~~patterns we may ~~not~~ be ~~able~~negatively toaffected ~~identify~~by ~~suitable~~prevailing ~~future~~economic ~~acquisition candidates or alliance partners~~conditions. ~~Even~~ ifIf weeconomic ~~identify~~conditions ~~suitable~~were ~~candidates~~to orcontinue ~~partners~~to deteriorate, wethe ~~may be~~growth ~~unable~~of toour ~~complete~~business and ~~acquisition~~results orof ~~alliance~~operations oncould ~~commercially~~be ~~acceptable terms~~affected. IfReduced weconsumer ~~fail~~spending tomay ~~identify~~drive ~~appropriate~~us ~~candidates~~and orour ~~complete~~competitors ~~desired acquisitions, we may not be able~~ to ~~implement~~offer ~~its~~certain ~~growth~~services ~~strategies~~at ~~effectively or~~promotional ~~efficiently. In addition~~prices, ~~our~~which ~~acquisition~~could ~~and~~have ~~integration~~a ~~process~~negative ~~may~~impact ~~divert management~~on ~~from~~our operating ~~our existing business, negatively affecting our earnings and revenues~~results.

In addition, our ability to successfully integrate the acquired companies or their operations may be adversely affected by a number of factors, including diversion of management’s attention and difficulties in retaining clients of the acquired companies. Furthermore, any acquired companies may not perform as expected for various reasons, including legislative or regulatory changes or the loss of key customers and personnel. If we are not able to realize the benefits envisioned from such acquisitions, joint ventures, or other strategic alliances, ‘our overall profitability and growth plans may be hindered.

Current economic conditions may adversely affect our industry, business and results of operations.

The United States economy is currently undergoing a period of slowdown and very high volatility and the future economic environment may continue to be less favorable than that of recent years. A substantial portion of our revenues comes from residential and small business customers whose spending patterns may be affected by prevailing economic conditions. While we believe that the weakening economy had a modest effect on our net subscriber additions during recent months, if these economic conditions continue to deteriorate, the growth of our business and results of operations may be affected. Reduced consumer spending may drive us and our competitors to offer certain services at promotional prices, which could have a negative impact on our operating results.

We have a history of losses and negative cash flows from operations and we may not be profitable in the future.

We had losses and an accumulated deficit at December 31, 2009. Our ability to generate positive cash flows from operations and net income is dependent, among other things, on the acceptance of our products in the marketplace, market conditions, cost control, and our ability to raise capital on acceptable terms. The financial statements included elsewhere in this report do not include any adjustments that might result from the outcome of these uncertainties. Furthermore, developing and expanding our business will require significant additional capital and other expenditures. Accordingly, if we are not able to increase our revenue, then we may never achieve or sustain profitability and might have to cease operations. Our independent auditors have added an explanatory paragraph in their report expressing substantial doubt about the Company’s ability to continue as a going concern.

We have been able to meet our operating requirement by receiving net proceeds of $7,410,000 related to financing during the year ended December 31, 2009. We will need to receive additional capital to continue our operations into 2010.

Until we reach and maintain positive cash flow, which management believes will be in the fourth quarter of 2010, we will be required to raise additional capital to fund our operations. Financing may not be available to us on commercially reasonable terms, if at all. There is no assurance that we will be successful in raising additional capital or that the proceeds of any future financings will be sufficient to meet our future capital needs. It is not likely that we will be able to continue our business without additional financing.

The price of our common stock has been volatile in the past and may continue to be volatile.

The stock market in general and the market for technology companies in particular, has recently experienced extreme volatility that has often been unrelated to the operating performance of particular companies. From January 1, 2009 to December 31, 2009, the per share closing price of our common stock on the Over-the-Counter Bulletin Board fluctuated from a high of $ 1.10 to a low of $0.15 both on a post-split basis. We believe that the volatility of the price of our common stock does not solely relate to our performance and is broadly consistent with volatility experienced in our industry. Fluctuations may result from, among other reasons, responses to operating results, announcements by competitors, regulatory changes, economic changes, market valuation of technology firms and general market conditions.

In addition, in order to respond to competitive developments, we may from time to time make pricing, service or marketing decisions that could harm our business. Also, our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. In either case, the trading price of our common stock would likely decline.

The trading price of our common stock could continue to be subject to wide fluctuations in response to these or other factors, many of which are beyond our control. If the market price of our common stock decreases, then shareholders may not be able to sell their shares of our common stock at a profit.

Our common stock are sporadically or “thinly-traded” on the OTCBB, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company and we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a consequence, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly-traded public float and limited operating history. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common stock are sporadically or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, lack of capital to execute our business plan, and uncertainty of future market acceptance for our technologies. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results, market acceptance of our government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures, our capital commitments, and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect, if any, that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Volatility in our common stock price may subject us to securities litigation.

As discussed in the preceding risk factor, the market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources. The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell the common stock, and may result in decreased liquidity for our common stock and increased transaction costs for sales and purchases of our common shares as compared to other securities.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

We may not be able to successfully compete with current or future competitors.

As discussed above under “Item 1. Business,” the products offered by our subsidiaries face unique competitive obstacles in their respective markets, including direct competition from companies providing similar products and services, as well as indirect competition from other product and service categories that may draw customers and resources away from our companies’ products and services. These and other unforeseen obstacles could have a negative impact on our operating results.

Our business faces security risks. Our failure to adequately address these risks could have an adverse effect on our business and reputation.

A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our content delivery systems. We may be required to expend significant capital and resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches. Consumer concern over Internet security has been, and could continue to be, a barrier to commercial activities requiring consumers to send their credit card information over the Internet. Computer viruses, break-ins, or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to our customers. Moreover, until more comprehensive security technologies are developed, the security and privacy concerns of existing and potential customers may inhibit the growth of the Internet as a merchandising medium. Our failure to adequately address these risks could have an adverse effect on our business and reputation.

We have a history of losses and negative cash flows from operations and we may not be profitable in the future.

We had a loss of $12,403,535 for the fiscal year ended December 31, 2010. We had an accumulated deficit at December 31, 2010 of $69,662,170. Our ability to generate positive cash flows from operations and net income is dependent, among other things, on the acceptance of our products in the marketplace, market conditions, cost control, and our ability to raise capital on acceptable terms. The financial statements included elsewhere in this filing do not include any adjustments that might result from the outcome of these uncertainties. Furthermore, developing and expanding our business will require significant additional capital and other expenditures. Accordingly, if we are not able to increase our revenue, then we may never achieve or sustain profitability.

We have been able to meet our operating requirement by receiving net proceeds of $6,647,000 related to financing during the year ended December 31, 2010. We will need to receive additional capital to continue our operations into 2011.

Until we reach and maintain positive cash flow, we will be required to raise additional capital to fund our operations. Financing may not be available to us on commercially reasonable terms, if at all. There is no assurance that we will be successful in raising additional capital or that the proceeds of any future financings will be sufficient to meet our future capital needs. It is not likely that we will be able to continue our business without additional financing.

Dilution of our ownership interest in D Mobile could further reduce our control over D Mobile’s operations and corporate governance.

It is likely that we will be forced to raise additional capital through either the sale of newly issued D Mobile shares or the sale of outstanding D Mobile shares currently owned by Geos, either of which would necessarily result in a dilution of our interest in D Mobile and potentially further reduce our control over D Mobile’s operations and corporate governance. As D Mobile’s operations are expected to be our primary source of revenue, any further loss of control over D Mobile could negatively affect the financial stability of Geos as a whole.

We may not be able to successfully manage our growth.

Our ~~liability~~ ability to manage the Company’s growth will require that we continue to improve our operational, financial and management information systems, and to motivate and effectively manage our employees. If our management is unable to manage such growth effectively, then the quality of our services, our ability to retain key personnel and our business, financial condition and results of operations could be materially adversely affected.

Our executive officers have been employed by the Company for a relatively short period of time, and may not be able to implement our business strategy. The failure to effectively implement our business strategy will have a material, adverse effect on our business, financial condition and results of operations.8

~~Our~~Changes ~~Chief Executive~~in ~~officer took office on April 21, 2009,~~ our ~~President~~board and Chief Operating Officer took office August 10, 2008, our Chief Financial Officer took office on August 24, 2009, our Senior Vice President of Worldwide Sales took office on June 23, 2009 and our Chief Executive Officer of our Asia operations took office on March 7, 2010 There can be no assurance that they will function successfully as a management team tomay ~~implement~~negatively ~~our~~impact ~~business strategy. If they are unable to do so, then~~ our business~~, financial condition and results of operations could be materially adversely affected~~.

Our previous Chief Financial Officer resigned in October of 2010, and our Chief Executive Officer of our Asia operations resigned in January of 2011. The Chief Executive Officer of our Asia operations also served on our Board of Directors. Partially, as a result, our current executive officers have been employed by the company for a relatively short period of time, and may not be able to implement our business strategy. The failure to effectively implement our business strategy will have a material, adverse effect on our business, financial condition and results of operations. Our Chief Executive officer took office on April 21, 2009, our President and Chief Operating Officer took office on August 10, 2009, our Senior Vice President of Worldwide Sales took office on June 23, 2009, and our Chief Financial Officer took office on January 7, 2011. There can be no assurance that they will function successfully as a management team to implement our business strategy. If they are unable to do so, then our business, financial condition and results of operations could be materially adversely affected.

Our performance could be adversely affected if we are unable to attract and retain qualified personnel in the fields of engineering, marketing and finance.

Our performance is dependent on the services of our management as well as on our ability to recruit, retain and motivate other key employees in the fields of engineering, marketing and finance. Competition for qualified personnel is intense and there isare a limited number of persons with knowledge of and experience with ~~VoIP~~the products and markets that make up the core businesses of D Mobile and Shoot It!. We cannot assure you that we will be able to attract and retain key personnel, and the failure to do so could hinder our ability to implement our business strategy and could cause harm to our business.

~~The general~~Shifts ~~condition~~or ofadvances ~~the~~in ~~telecommunications~~available ~~market~~technology ~~will~~could ~~affect~~render ~~our~~certain ~~business. Continued~~products ~~pricing~~offered ~~declines~~by ~~may~~our ~~result~~subsidiaries inless adesirable ~~decline~~or ineven ~~our operating results~~obsolete.

WeMuch ~~are subject~~of tothe ~~market~~potential ~~conditions~~success inof D Mobile’s kiosk model is predicated on the ~~telecommunications~~general ~~industry~~lack of fast, low-cost wireless or broadband access in China and other target markets. ~~Our~~Dramatic ~~operations could~~increases bein ~~adversely~~the ~~affected~~speed ifand ~~pricing~~availability ~~continues~~of tosuch ~~decline~~access, asin itconjunction ~~has~~with decreases in the ~~past~~ ~~few~~costs ~~years~~associated with such access, could severely impact the demand for D Mobile’s services. IfLikewise, ~~pricing~~improvements ~~declines~~in ~~continue~~digital picture frames, ~~then~~low-cost, wehigh ~~may~~definition ~~experience~~monitors, ~~adverse operating~~and other display technologies could reduce the demand for Shoot It’s postcard messaging service. These and other unforeseen changes in available technology could negatively impact the Company’s finances and results of operations.

~~Risk Related~~RISKS toRELATED ~~doing~~TO ~~business~~THE inMARKET ~~the~~FOR ~~Peoples~~OUR ~~Republic of China.~~STOCK

~~We acquired~~The Dprice ~~Mobile in March, 2010. Mobile’s operations are primarily located in the Peoples Republic~~ of ~~China (“PRC”). Accordingly,~~ our ~~business,~~ ~~results~~Common ofStock ~~operations,~~has ~~financial~~been ~~condition~~volatile ~~and prospects are subject to a significant degree to economic, political, and legal conditions~~ in ~~China. China’s economy differs for~~ the ~~economies~~past ofand ~~developed~~may ~~countries~~continue ~~in many respects, including with respect~~ to ~~government~~be ~~regulation and control of foreign exchange, the level of development, growth rate and the allocation of resources~~volatile.

~~While~~The ~~the PRC~~stock ~~economy~~market ~~has~~in ~~experienced~~general ~~significant~~and ~~growth~~the inmarket ~~the~~for ~~past~~technology 20companies ~~years~~in particular, ~~growth~~has recently experienced extreme volatility that has often been ~~uneven~~unrelated ~~across~~to ~~different~~the ~~regions~~operating ~~and~~performance ~~economic~~of ~~sectors~~particular companies. ~~The~~From ~~PRC~~January ~~government has~~1, ~~implemented~~2010 ~~certain~~to ~~measures~~December to31, ~~encourage~~2010, ~~economic~~the ~~development~~per ~~and~~share ~~guide~~closing price of our Common Stock on the ~~allocation~~ Over-the-Counter Bulletin Board fluctuated from a high of ~~resources~~$0.27 ~~While~~to ~~some~~a low of ~~these~~$0.02. ~~measures~~We ~~benefit~~believe that the ~~PRC~~volatility ~~economy generally,~~of ~~they~~the ~~may~~price ~~also~~of ~~negatively~~our ~~affect~~Common ~~us.~~Stock ~~For~~does ~~example,~~not ~~our~~solely ~~business, financial~~relate ~~condition~~to our performance and ~~results~~is ofbroadly ~~operations~~consistent with volatility experienced in our industry. Fluctuations may beresult ~~adversely~~from, ~~affected~~among other reasons, responses to operating results, announcements by ~~government~~ ~~control~~competitors, ~~over~~regulatory ~~capital~~changes, ~~investments~~economic changes, market valuation of ~~changes~~technology infirms ~~tax~~and ~~regulations applicable~~general tomarket usconditions.

In addition, in order to respond to competitive developments, we may from time to time make pricing, service or marketing decisions that could harm our business. Also, our Company’s operating results in one or more future quarters may fall below the expectations of securities analysts and investors. In either case, the trading price of our Common Stock would likely decline.

The trading price of our Common Stock could continue to be subject to wide fluctuations in response to these or other factors, many of which are beyond our control. If the market price of our Common Stock decreases, then shareholders may not be able to sell their shares of our Common Stock at a profit.

Our Common Shares are sporadically or “thinly-traded” on the OTCBB, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company and we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained. As a consequence, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly-traded public float and limited operating history. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, lack of capital to execute our business plan, and uncertainty of future market acceptance for our technologies. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results, market acceptance of our government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures, our capital commitments, and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect, if any, that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Volatility in our common share price may subject us to securities litigation.

As discussed in the preceding risk factor, the market for our Common Shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources. The application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.

As long as the trading price of our common shares is below $4 per share, the open-market trading of our common shares will be subject to the “penny stock” rules.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are likely not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commission’s payable to both the broker–dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker–dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements may impede the sale of our securities. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be considered subject to such penny stock rules for the foreseeable future, and our shareholders may, as a result, find it difficult to sell their securities.

We do not intend to pay dividends for the foreseeable future.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

RISK RELATED TO DOING BUSINESS IN THE PEOPLES REPUBLIC OF CHINA.

Political, regulatory and economic conditions in the Peoples Republic of China may adversely impact the successful expansion and operation of D Mobile.

Since acquiring D Mobile in 2010, the Company has invested significant resources into D Mobile’s operations and expansion. D Mobile’s operations are primarily located in the Peoples Republic of China (PRC). Accordingly, Geos’ business, results of operations, financial condition and prospects are subject to a significant degree to economic, political, and legal conditions in China. China’s economy differs from the economies of developed countries in many respects, including with respect to government regulation and control of foreign exchange, the level of development, growth rate and the allocation of resources.

While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and economic sectors. The PRC government has implemented certain measures to encourage economic development and guide the allocation of resources. While some of these measures benefit the PRC economy generally, they may also negatively affect Geos. For example, Geos’ business, financial condition and results of operations may be adversely affected by government control over capital investments of changes in tax regulations applicable to Geos.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970’s emphasizing market-oriented reforms, the reduction of state ownership of productive assets and improved corporate governance, the PRC government still owns a substantial portion of the productive assets in China and continues to play a significant role in regulating industrial development. In addition, the PRC government exercises significant control over China’s economic growth by controlling the allocation of resources and payment of foreign currency-denominated obligations, setting monetary policy and giving preferential treatment to particular industries or companies.

811

In late 2003, the PRC government implemented a number of measures, such as raising bank reserves against deposit rates and placing additional limitation on the ability of commercial banks to make loans and raise interest rates, in an attempt to slow down specific segments of China’s economy that the government believed to be overheating. In 2009, however, in response to the world economic crisis, the PRC government cut interest rates and announced a stimulus plan in an attempt to help sustain growth. These actions, as well as future actions and policies of the PRC government, could materially affect ~~our~~Geos’ liquidity, access to capital, financial results as well as our ability to operate our business.

Fluctuation in the value of the Chinese Yuan (~~Renminbi ,~~Reniminbi or RMB) may have a material ~~adverse~~ effect on the value of your investment.

~~We acquired D Mobile in February, 2010. D Mobiles operations are primarily located in the PRC.~~ The value of the RMB against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. OnSubstantially ~~July~~all ~~21,~~of ~~2005~~D ~~the~~Mobile’s ~~PRC government~~revenues ~~changed~~and ~~its~~cost ~~decade-old~~are ~~policy~~denominated ofin ~~pegging~~ the ~~value~~RMB, and a significant portion of ~~the~~D ~~RMB~~Mobile’s tofinancial ~~the U.S.~~assets ~~dollar. Under~~are ~~the~~also ~~current~~denominated ~~policy,~~in the RMB. ~~has~~The ~~been~~PRC ~~permitted~~recently ~~to fluctuate~~adopted ~~within~~ a ~~narrow~~floating ~~and~~rate ~~managed~~with ~~band~~respect ~~against~~to athe ~~basket~~value of Renminbi against foreign currencies. ~~The~~This ~~change~~floating inexchange ~~the~~rate ~~policy~~could ~~has~~materially, ~~resulted~~and inpotentially anadversely, ~~approximate~~affect ~~18.8% appreciation~~D inMobile’s ~~the~~cash ~~RMB~~flows, ~~against~~revenues, ~~the~~earnings ~~U.S.~~and ~~dollar~~financial ~~between July 21~~position, ~~2005~~ and ~~April 9,~~could ~~2010.~~also ~~While~~result ~~the~~in ~~international~~foreign ~~reaction~~currency totranslation ~~the~~losses ~~RMB~~for ~~revaluation~~financial ~~has~~reporting ~~generally been~~purposes. ~~positive,~~But ~~there~~it ~~remains~~is ~~significant~~not ~~international~~possible ~~pressure~~to onpredict whether the ~~PRC government~~net toeffects ~~adopt~~of anthis ~~even~~floating ~~more flexible currency policy~~rate, ~~which~~or ~~could~~any ~~result~~resulting ~~in a~~appreciation ~~further~~of ~~and~~the ~~more~~RMB, ~~significant~~would ~~appreciation~~be ofpositive ~~the~~or ~~RMB~~negative ~~against~~for ~~the~~our Ubusiness.~~S. dollar.~~

~~Substantially, all~~Uncertainties ofwith D-respect ~~Mobile’s~~to ~~revenues and cost are denominated in~~ the ~~RMB,~~PRC ~~and~~legal ~~a significant~~system ~~portion of Mobile’s financial assets are also denominated in the RMB. Any significant revaluation of the RMB~~ could ~~materially and~~ adversely affect ~~Mobile’s cash flows, revenues, earnings and financial position~~Geos. ~~Any fluctuations of the exchange rate between the RMB and U.S. dollar could also result in foreign currency translation losses for financial reporting purposes.~~

~~Uncertainties with~~Geos ~~respect~~conducts toits business operations in China primarily through its D Mobile subsidiary which operates under the Duo Guo brand. Geos’ operations in China are governed by the PRC laws and regulations. Geos’ operating subsidiaries are generally subject to laws and regulations applicable to wholly owned foreign-owned enterprises. The PRC legal system ~~could~~is ~~adversely~~principally ~~affect~~based uson statutes. Prior court decisions may be cited for reference but typically have limited precedential value.

~~We conduct~~Since ~~our~~1979, ~~business~~PRC ~~operations~~legislation and regulations have significantly enhanced the protections afforded to foreign investments in China. However, ~~primarily~~China ~~through~~has ~~its~~not Ddeveloped ~~Mobile subsidiary~~a ~~which~~fully ~~operates~~integrated ~~under~~legal ~~the~~system, ~~Duo~~and ~~Guo~~recently ~~brand.~~enacted ~~Our~~laws ~~operations~~and regulations may not sufficiently cover all aspects of economic activities in China. ~~are governed~~In byparticular, ~~the~~because ~~PRC~~these laws and regulations. ~~Our~~are ~~operating~~relatively ~~subsidiaries~~new, ~~are generally~~and ~~subject~~because toof ~~laws~~the limited volume of published decisions (and ~~regulations~~the ~~applicable~~non tobinding ~~wholly~~nature ~~owned foreign-owned~~of ~~enterprises~~such decisions), the interpretation and enforcement of these laws and regulations raise uncertainties. ~~The~~In addition, the PRC legal system is ~~principally~~ based in part of the government policies and internal rules (some of which are not published on ~~statutes~~ a timely basis or at all) that may have retroactive effect. ~~Prior~~As ~~court~~a ~~decisions~~result, Geos may not be ~~cited~~aware ~~for~~of ~~reference~~its ~~but~~violation ~~typically~~of ~~have limited~~these ~~precedential~~policies ~~value~~and rules until after a violation occurs. In addition, any litigation in China may be protracted and result in substantial cost and diversion of resources and management attention.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions (and the non binding nature of such decisions), the interpretation and enforcement of these laws and regulations raise uncertainties. In addition, the PRC legal system is based in part of the government policies and internal rules (some of which are not published on a timely basis or at all) that may have retroactive effect. As a result, we may not be aware of its violation of these policies and rules until after a violation occurs. In addition, any litigation in China may be protracted and result in substantial cost and diversion of resources and management attention.

Contract drafting, interpretation and enforcement in China involve significant uncertainty.

WeGeos, through ~~our~~ D Mobile ~~subsidiary~~, ~~have~~is ~~entered~~a ~~into~~party to numerous contracts governed by the PRC law, many of which are material to ~~our~~Geos’ business. Compared to contracts in the United States, contracts governed by the PRC law tend to contain less detail and are not as comprehensive in defining contracting parties’ rights and obligations. As a result, contracts in China are more vulnerable to disputes and legal challenges. In addition, contract interpretation and enforcement in China are not as developed as in the United States, and the result of any contract dispute is subject to significant uncertainties. Therefore, weGeos may be subject to disputes under its material contracts, and if such disputes arise, weGeos cannot assure you that weit will prevail. Due to the materially of certain contracts to ~~our~~Geos’ business, any disputes involving such contracts, even without merit, may materially and adversely affect ~~our~~Geos’ reputation and business.

Changes in PRC laws and regulations on labor and employee benefits may adversely affect ~~our~~ Geos’ business and results of operations.

As a result of the D Mobile acquisition, Geos will be conducting a significant portion of its business in China, which will be subject to PRC laws and regulations on labor and employee benefits. In recent years, the PRC government has implemented policies to strengthen the protection of employees and obligate employers to provide more benefits to their employees. In addition, an employment contract law came into effect in China on January 1, ~~2008~~2009 and its implementation regulation came into effect on September 18, ~~2008~~2009. The PRC employment contract law and related legislation required more benefits to be provided to employees, such as an increase in pay or compensation for termination of employment contracts. As a result, employers incurred higher labor cost. If additional employment and labor laws are brought to law, additional labor cost may be incurred and could have an adverse impact on Geos’ business and results of operations.

912

~~The VoIP~~Future ~~telephony~~inflation ~~market~~in isChina ~~subject to rapid technological change. Newer technology~~ may ~~render~~inhibit our ~~technology~~ability ~~obsolete~~to ~~which~~conduct ~~would have a material, adverse impact on our~~ business ~~and~~in ~~results of operations~~China.

~~VoIP telephony~~In isrecent anyears, ~~emerging~~the ~~market~~Chinese ~~that~~economy ishas ~~characterized~~experienced byperiods of rapid ~~changes~~expansion ~~in customer~~and ~~requirements,~~highly ~~frequent~~fluctuating ~~introductions~~rates of ~~new~~inflation. ~~and~~During ~~enhanced~~the ~~products~~past ten years, ~~and continuing~~the ~~and~~rate ~~rapid~~of ~~technological~~inflation ~~advancement~~in China has been as high as 5.9% Toand ~~compete~~as ~~successfully~~low inas ~~this emerging~~-0.8%. ~~market,~~These wefactors ~~must~~have ~~continue~~led to ~~design,~~the ~~develop,~~adoption ~~manufacture,~~by ~~and~~the ~~sell~~Chinese ~~new and~~government, ~~enhanced~~from ~~VoIP~~time ~~telephony~~to ~~software~~time, ~~products~~of ~~and~~various ~~services~~corrective ~~that~~measures ~~provide increasingly~~designed ~~higher~~to ~~levels~~restrict the availability of ~~performance~~credit ~~and~~or ~~reliability~~regulate atgrowth ~~lower~~and ~~cost~~contain inflation. ~~Our success~~High inflation may in ~~designing,~~the ~~developing~~future cause the Chinese government to impose controls on credit and/or prices, ~~manufacturing~~or to take other action, ~~and~~which ~~selling~~could ~~such~~inhibit ~~products~~economic activity in China, and ~~services~~ ~~will~~thereby ~~depend~~harm onthe amarket ~~variety~~for ofour ~~factors,~~products ~~including:~~and our company.

·We may be exposed to liabilities under the ~~identification~~Foreign ofCorrupt ~~market~~Practices ~~demand~~Act ~~for~~and ~~new~~Chinese ~~products;~~anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

·We are subject to the ~~scalability~~Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties, and make most of our ~~VoIP~~sales ~~telephony~~in ~~software~~China. ~~products;~~The PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold the Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

·RISK ~~product~~RELATED ~~and~~TO ~~feature~~INTELLECTUAL ~~selection;~~PROPERTY AND OTHER LEGAL AND REGULATORY CONCERNS

· timely implementation of product design and development;

· product performance;

· cost-effectiveness of current products and services and products under development;

· our ability to successfully implement service features mandated by federal and state law;

· effective manufacturing processes; and

· effectiveness of promotional efforts.

Additionally, we may also be required to collaborate with third parties to develop our products and may not be able to do so on a timely and cost-effective basis, if at all. We have in the past experienced delays in the development of new products and the enhancement of existing products, and such delays will likely occur in the future. If we are unable, due to resource constraints or technological or other reasons, to develop and introduce new or enhanced products in a timely manner, if such new or enhanced products do not achieve sufficient market acceptance, or if such new product introductions decrease demand for existing products, our operating results would decline and our business would not grow.

The continued growth of the Internet as a medium for telephone services is uncertain. If this growth does not continue, our business and financial condition could be materially adversely affected.

The continued market acceptance of the Internet as a medium for telephone services is subject to a high level of uncertainty. Our future success will depend on our ability to significantly increase revenues, which will require widespread acceptance of the Internet as a medium for telephone communications. There can be no assurance that the number of consumers using the Internet for telephone communications will grow. If use of the Internet for telephone communications does not continue to grow, our business and financial condition could be materially adversely affected.

Our business faces security risks. Our failure to adequately address these risks could have an adverse effect on our business and reputation.

A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our VoIP operations. We may be required to expend significant capital and resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches. Consumer concern over Internet security has been, and could continue to be, a barrier to commercial activities requiring consumers to send their credit card information over the Internet. Computer viruses, break-ins, or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to our customers. Moreover, until more comprehensive security technologies are developed, the security and privacy concerns of existing and potential customers may inhibit the growth of the Internet as a merchandising medium. Our failure to adequately address these risks could have an adverse effect on our business and reputation.

Our ability to do business depends, in part, on our ability to license certain technology from third parties.

We rely on certain technology licensed from third parties, and there can be no assurance that these third party technology licenses will be available to us on acceptable commercial terms or at all. If we cannot license the technology we need on acceptable commercial terms, then our business, financial condition and results of operations will be materially and adversely affected.

Products and services like the ones we offer change rapidly and therefore, we must continually improve them. However, our need to invest in research and development may prevent us from ever being profitable.

Products and services like the ones we offer are continually upgraded in an effort to make them work faster, function ~~easier~~more easily for the user and provide more options. Our industry is characterized by the need for continued investment in research and development. If we fail to invest sufficiently in research and development, then our products could become less attractive to potential customers, which could have a material adverse effect on our results of operations and financial condition. However, any investment in research and development and technological innovation will cause our operating costs to increase. This could prevent us from ever achieving profitability.

We sell a service that allows our customers to make telephone calls over the Internet. Intellectual property infringement claims brought against us, even without merit, could require us to enter into costly licenses or deprive us of the technology we need.

The service we sell allows our users to make telephone calls over the Internet. Third parties may claim that the technology we develop or license infringes their proprietary rights. Any claims against us may affect our business, results of operations and financial conditions. Any infringement claims, even those without merit, could require that we pay damages or settlement amounts or could require us to develop non-infringing technology or enter into costly royalty or licensing agreements to avoid service implementation delays. Any litigation or potential litigation could result in product delays, increased costs or both. In addition, the cost of litigation and the resulting distraction of our management resources could have a material adverse effect on our results of operations and financial condition. If successful, a claim of product infringement could completely deprive us of the technology we need.

We have developed our underlying software and we try to protect it from being used by others in our industry. Failure to protect our intellectual property rights could have a material adverse effect on our business.

We rely on copyright, trade secret and patent laws to protect our content and proprietary technologies and information, including the software that underlies our products and services. Additionally, we have taken steps that we believe will be adequate to establish, protect and enforce our intellectual property rights. There can be no assurance that such laws and steps will provide sufficient protection to our intellectual property. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain rights to use our products or technologies.

We have six issued patents and thirteen pending patent applications related to embedded software technology and methods of use. There can be no assurance that these pending patents will be issued, or what the scope of the allowed claims will be issued. Even if the balance of patents pending are issued, the limited legal protection afforded by patent, trademark, trade secret and copyright laws may not be sufficient to protect our proprietary rights to the intellectual property covered by these patents.13

We have six issued patents. In addition, we have 13 pending patent applications related to embedded software technology and methods of use. There can be no assurance that these pending patents will be issued, or what the scope of the allowed claims will be if issued. Even if the balance of patents pending are issued, the limited legal protection afforded by patent, trademark, trade secret and copyright laws may not be sufficient to protect our proprietary rights to the intellectual property covered by these patents.

Furthermore, the laws of many foreign countries in which we do business do not protect intellectual property rights to the same extent or in the same manner as do the laws of the United States. Although we have implemented and will continue to implement protective measures in those countries, these efforts may also not be successful. Additionally, even if our domestic and international efforts are successful, our competitors may independently develop non-infringing technologies that are substantially similar or superior to our technologies.

If our products contain defects, then our sales would be likely to suffer, and we may even be exposed to legal claims. Defects in our products could have a material adverse impact on our business and operating results.

Our business strategy calls for the development of new products and product enhancements which may from time to time contain defects or result in failures that we did not detect or anticipate when introducing such products or enhancements to the market. In addition, the markets in which our products are used are characterized by a wide variety of standard and non-standard configurations and by errors, failures and bugs in third-party platforms that can impede proper operation of our products. Despite product testing, defects may still be discovered in some new products or enhancements after the products or enhancements are delivered to customers. The occurrence of these defects could result in product returns, adverse publicity, loss of or delays in market acceptance of our products, delays or cessation of service to our customers or legal claims by customers against us. Any of these occurrences could have a material adverse impact on our business and operating results.

Sales to customers based outside the United States have recently accounted for a significant portion of our revenues, which exposes the Company to risks inherent in international operations.

Our strategic plan includes increases in foreign sales in order to increase our revenues. However, international sales are subject to a number of risks, including changes in foreign government regulations, laws, and communications standards; export license requirements; currency fluctuations, tariffs and taxes; other trade barriers; difficulty in collecting accounts receivable; longer accounts receivable collection cycles; difficulty in managing across disparate geographic areas; difficulties associated with enforcing agreements and collecting receivables through foreign legal systems; expenses associated with localizing products for foreign markets; and political and economic instability, including disruptions of cash flow and normal business operations that may result from terrorist attacks or armed conflict.

If the relative value of the U.S. dollar in comparison to the currency of our foreign customers should increase, then the resulting effective price increase of our products to these foreign customers could result in decreased sales. In addition, to the extent that general economic downturns impact our customers, the ability of these customers to purchase our products could be adversely affected. Payment cycles for international customers are typically longer than those for customers in the United States.

If we are able to increase our foreign sales significantly, the occurrence of any of the foregoing could have a material adverse impact on our results of operations.

Doing business over the Internet may become subject to governmental regulation. If these regulations substantially increase the cost of doing business, they could have a material adverse effect on our business, results of operations and financial condition.

We are not currently subject to direct federal, state, or local regulation, and laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet and ~~other~~mobile ~~VoIP~~networks ~~services~~for the delivery of all forms of digital content, it is possible that a number of laws and regulations may be adopted with respect to the Internet ~~or other~~and ~~VoIP~~mobile ~~services~~networks covering issues such as user privacy, “indecent” materials, freedom of expression, pricing content and quality of products and services, taxation, advertising, intellectual property rights and information security. The adoption of any such laws or regulations might also decrease the rate of growth of Internet and mobile network use, which in turn could decrease the demand for our products and services or increase the cost of doing business or in some other manner have a material adverse effect on our business, results of operations, and financial condition.

WeOur ~~were late~~business infaces ~~filing~~security ~~this Annual Report, and may be unable to timely file periodic reports in the future~~risks. We ~~were unable~~Our tofailure ~~timely file this Annual Report, and may continue~~ to beadequately ~~unable~~address ~~to timely~~these ~~file~~risks ~~our annual and quarterly periodic reports with the SEC in the future. Additional failures to timely file periodic reports~~ could ~~impair~~ ~~our eligibility to~~ have ~~our~~an ~~shares~~adverse ~~listed~~effect on ~~the OTC Bulletin Board, as well as delay~~ our ~~eligibility~~business toand ~~register our securities on Form S-3~~reputation.

We may become subject to litigation.

We may be subject to claims involving how we conduct our business or the market for or issuance of the Common Stock or other securities. Any such claims against the Company may affect our business, results of operations and financial conditions. Such claims, including those without merit, could require us to pay damages or settlement amounts and would require a substantial amount of time and attention from our senior management as well as considerable legal expenses. Although we do not anticipate that our activities would warrant such claims, there can be no assurances that such claims will not be made.

We depend on third-party vendors for key Internet operations including broadband connectivity, termination capability and different operating systems. The loss of any of our vendors could have a material adverse effect on our business, results of operations and financial condition.

We rely on our relationships with third party vendors of Internet development tools and technologies including providers of switches, network termination and operational and billing specialized operations. There can be no assurance that the necessary cooperation from third parties will be available on acceptable commercial terms or at all. Although there are a number of providers of these services, if we are unable to develop and maintain satisfactory relationships with such third parties on acceptable commercial terms, or if our competitors are better able to leverage such relationships, then our business, results of operations and financial condition will be materially adversely affected.

We may ~~not~~ be ~~able~~exposed to ~~successfully~~potential ~~compete~~risks ~~with~~relating ~~current~~to orour ~~future competitors~~internal controls over financial reporting.

~~The market~~As ~~for~~directed ~~telecom~~by ~~services~~Section is404 ~~highly~~of ~~competitive~~the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on their internal controls over financial reporting in their annual reports, on Form 10-K. We are subject to this requirement, and ~~rapidly~~a ~~changing~~report of our management is included under Item 9A of this Annual Report on Form 10-K. ~~In addition~~We can provide no assurance that we will be able to ~~intense~~remediate ~~competition~~existing ~~from~~material ~~VoIP~~weaknesses ~~services~~to ~~providers~~comply with all of the requirements imposed thereby, and if we ~~also~~identify ~~face competition~~additional ~~from~~significant ~~traditional~~deficiencies ~~telephone~~or ~~systems~~material ~~integrators~~weaknesses in our internal controls that we cannot remedy in a timely manner, investors and ~~providers~~ others may lose confidence in the reliability of our financial statements.

12Item 1B. Unresolved Staff Comments

Our competitors range from the large incumbents such as Verizon and AT&T to newer, large VolP telephonyproviders such as Vonage and Skype. These companies generally have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and larger existing customer bases than we have. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements and to devote greater resources to the development, promotion, and sale of their products or services than we can. There can be no assurance that we will be able to compete successfully against current or future competitors. If we cannot do so, then our business, financial condition and results of operations will be materially and adversely affected.

We may not be able to comply with the FCC’s requirements to provide 911 services to our customers. Our inability to comply with these requirements could have an adverse effect on our business and results of operations.

On June 3, 2005 the Federal Communications Commission (“FCC”) issued the VoIP 911 Order adopting rules that require interconnected VoIP providers to provide their new and existing subscribers with 911 services no later than November 28, 2005. On November 5, 2005, the FCC issued a public notice stating that VoIP providers who failed to comply with the VoIP 911 Order by November 28, 2005 would not be required to discontinue the provision of interconnected VoIP service to any existing customers, but would be required to discontinue marketing VoIP service and accepting new customers for VoIP service in all areas where the providers are not transmitting 911 calls to the appropriate PSAP (public safety answering point) in full compliance with the FCC’s rules. Because we have not fully complied with the VoIP 911 Order, we are subject to this restriction. We cannot be certain that we will be able to fully comply with this VoIP 911 Order. Because it would prevent us from marketing and accepting new customers in certain areas, our inability to comply with the VoIP 911 Order may have an adverse effect on our business and results of operations.

Item 1B. Unresolved Staff Comment

None

Item 2. Properties.

We lease approximately 4,812 square feet of office space in Southlake, Texas for our headquarters and operations at a total monthly rent of $7,711. The lease expires June 30, 2012. We also ~~have~~lease ~~co-location~~office ~~and~~space ~~managed hosting agreements for our network operations~~ in ~~Atlanta~~Pleasanton, ~~Georgia~~California ~~and~~at ~~Roswell Georgia. The total~~ a monthly ~~payment~~rent ~~for~~of ~~these agreements is~~ $81,~~902~~643. WeThe ~~are~~lease expires on ~~a month-to-month~~May ~~basis~~31, ~~with these agreements~~2011.

In addition, with the acquisition of D Mobile in March 2010 we also lease the following locations in China (rent approximated in USU.S. Dollars based upon ~~March~~ December 31, 2010 exchange rate of 6.8260 ~~rmb~~RMB per US Dollar):

1. Lease of head office, 228 Mei Yuan Road, Room 820, Shanghai, China, ~~20070~~200070

· Monthly Rent: approx. $3,~~953~~300

2,559 Square Feet

Expiration: May 31, 2011

2. Lease of training room, 228 Mei Yuan Road, Room 303, Shanghai, China, ~~20070~~200070

· Monthly Rent: approx. $~~1,101~~915

733 Square Feet

Expiration: October 31, 2011

3. People Square, Metro Line 2, People’s Square Station, Exit 9, Shanghai, China

· Monthly Rent: $~~586~~684

53 Square Feet

~~· Expiration: October 4, 2010~~15

4.· YaExpiration: ~~Xin~~October ~~Store~~4, ~~Yaxin Square, No. 401 Changshou Road, Shanghai, China~~2011

·4. Imago ~~Monthly~~Store, ~~Rent:~~4th ~~$659~~Floor of Imago Mall, No. 99 Wuning Road, Shanghai, China

· 43Monthly ~~Square~~Rent: ~~Feet~~$836

· ~~Expiration:~~77 ~~March~~Square ~~31, 2010~~Feet

5.· DaExpiration: ~~Ning,~~May ~~N0 50 booth~~ 14, ~~Daning International Shopping Mall, Gonghexin Rd, Shanghai, China~~2011

·5. Lai ~~Monthly~~Fu ~~Rent:~~Shi ~~$806~~Store, 6th Floor of Raffles City Mall, No. 286 Xizang Zhong Road, Shanghai, China

· 26Monthly ~~Square~~Rent: ~~Feet~~$760

· ~~Expiration:~~75 ~~March~~Square ~~31, 2010~~Feet

13· Expiration: October 20, 2011

ZhongShan Park (Longzhimeng) Store, No.1018, Changning Road, Zhongshan Park, Underground 2 Layer of Longzhimeng Shopping Mall, Shanghai, China

· Monthly Rent: $~~733~~ 836

21 Square Feet

· Expiration: November 19, ~~2010~~2011

The foregoing is a description of our principal ~~and materially important~~ physical properties. In addition to those described above, we also have ~~agreement~~ agreements with retailers to locate our ~~kiosk~~kiosks in their facilities. While we do have a revenue sharing ~~arrangement~~arrangements for the kiosks in ~~retail~~their locations, we do not have any physical lease or rent obligations. We ~~currently have 75 kiosks in retail locations. We~~ believe that our leased facilities are adequate to meet our current needs and that additional facilities are available to us if we determine such additional facilities are necessary.

Item 3. Legal Proceedings.

Other than as described below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder of more than 5% of our voting securities, or any associate of such persons, is an adverse party or has a material interest adverse to our company.

On December 22, 2003, former stockholders of SuperCaller Community, Inc., a Delaware corporation acquired by the Company in September 2002 (“SuperCaller”), filed a lawsuit against the Company in the United States District Court for the Northern District of California, San Francisco Division. The plaintiffs alleged that i2Telecom (DE) ~~(now known as Geos (DE)~~ and certain of its affiliates and representatives deceived the plaintiffs into selling SuperCaller to the Company, among other things. On March 27, 2006, all federal claims against the Company and related parties in the United States District Court in San Francisco were “dismissed with prejudice” by Judge Vaughn Walker. In addition, the court declined to exercise supplemental jurisdiction over the remaining state law claims which were all “dismissed” as well. Therefore, no loss or liability has been recorded in the Company’s consolidated financial statements. In March ~~2008~~2009, the federal claims against the Company and related parties in the United States District Appellate Court in San Francisco were “dismissed with prejudice”.

In April ~~2008~~ 2009, the same attorney representing the plaintiffs in the above matter filed an action against the Company in the Superior Court of California, County of Santa Clara (the “Superior Court”). The plaintiffs alleged, among other things, that i2Telecom (DE) ~~(now known as Geos (DE))~~ and certain of its affiliates and representatives deceived the plaintiffs into selling SuperCaller to the Company. Beginning on January 11, 2010, the case was heard by a jury in the Superior Court. On February 23, 2010, the court ruled that the Company was entitled to judgment after receiving a jury verdict in favor of the defendants on all claims in the litigation. On March 5, 2010, the plaintiffs filed a motion for judgment notwithstanding the verdict or in the alternative, judgment for constructive trust, or in further alternative, motion for a new trial. Those motions were denied by the Court. The ~~Company~~Plaintiffs ~~intends~~filed toa ~~vigorously~~notice ~~defend~~of appeal. Subsequently the ~~matter~~ Plaintiffs filed an abandonment of the appeal for plaintiffs Teng Howe Lim and Fung Chee Lim.

OnThe ~~May 11,~~remaining ~~2009, we commenced litigation against defendants MagicJack, L.P., SJ Labs, Inc., YMAX Corporation and Daniel Borislow (the “Federal Court Litigation”). On June 9, 2009, the defendant~~plaintiff’s ~~claims~~appeal ~~were~~was dismissed ~~without~~ ~~prejudice. Prior~~by to the ~~dismissal~~California ofAppeal ~~the Federal~~ Court ~~Litigation,~~ ~~and in response to the Federal Court Litigation, SJ Labs, Inc. filed an action~~ for ~~declaratory~~procedural ~~judgment, damages and ancillary relief against the Company in the Court of Common Pleas, Cuyahoga County, Ohio~~errors. ~~We responded~~On toFebruary the declaratory judgment action of SJ Labs by asserting the defenses of (1) the action fails to state a claim; (2) the claims are barred because a declaratory action would mot terminate the controversy between the parties; (3) unclean hands; (4) breach of agreements; (5) conversion of confidential information; (6) contributory negligence; (7) failure to mitigate damages; (8) accord and satisfaction; (9) release; and (10) failure of condition precedent. Additionally16, ~~we responded to the declaratory judgment action as a counterclaim-plaintiff alleging causes of action against MagicJack~~2011, ~~L.P.,~~ ~~SJ Labs, Inc., YMAX Corporation and Daniel Borislow (collectively,~~ the ~~“Defendants”). We~~ ~~allege~~California ~~that~~Supreme ~~the~~Court ~~Defendants:~~denied (i) acquired our intellectual property pursuant to contracts preserving its confidentiality; (ii) have improperly used our intellectual property in violation of their contractual commitments, as well as statutory and common law; and (iii) in combination with one another, agreed to conspire to use, convert, or misappropriate the Companyplaintiff’s ~~trade~~petition ~~secrets~~ for ~~their~~review ~~own benefit. As~~of ~~a result, we allege that~~ the ~~Defendants~~dismissal are jointly and severally liable for actual, consequential, special, exemplary and punitive damages. We are also seeking a permanent injunction to prevent Defendants from directly or indirectly using or misappropriating any of ~~our~~ ~~trade~~the ~~secrets~~appeal.

1416

Item 4. Reserved

PART II

Item 4. Reserved.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Common Equity

Our Common Stock is traded on the Over-the-Counter Bulletin Board, and our trading symbol is “GCMI”. The following table sets forth, for the periods indicated, the range of reported high and low bid information for our Common Stock as reported on the OTCBB. Such quotations reflect prices between dealers in securities and do not include any retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Trading in our Common Stock has generally been limited and sporadic, and should not be deemed to constitute an “established trading market”.

All share prices in this filing are presented reflective of our 1:10 reverse split which occurred effective May 14, 2009.

	~~High~~	High		~~Low~~	Low
2008
1st Quarter		$	0.12		$	0.08
2nd Quarter		$	0.15		$	0.08
3rd Quarter		$	0.16		$	0.08
4th Quarter		$	0.09		$	0.04
2009
1st Quarter		$	1.10		$	0.30
2nd Quarter		$	0.80		$	0.50
3rd Quarter		$	0.60		$	0.40
4th Quarter		$	0.6050		$	0.15
20010
1st Quarter		$	0.29		$	0.09
2nd Quarter			0.26			0.08
3rd Quarter			0.15			0.09
4th Quarter			0.10			0.02

Holders

As of March 3025, ~~2010~~2011, weour ~~had~~common stock was held by approximately ~~539~~435 shareholders of record. Our transfer agent is Continental Stock Transfer and Trust Company located at 17 Battery Place, New York, New York, 10004, (212)509-4000.

Dividend Policy

We have never paid cash dividends on our Common Stock. We intend to reinvest earnings, if any, for use in the operation of our business and therefore do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

Equity Compensation Plan Information

During 2009 we established an equity compensation plan that was not submitted to a vote of securities holders and therefore terminated. The options issued under that plan terminated in the fourth quarter of fiscal 2010. The following table sets forth information regarding equity compensation plans under which our Common Stock is authorized for issuance as of December 31, ~~2009~~ 2010.

1517

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column A
Equity compensation plans approved by security holders: (1)		43,~~025~~780,000		$	.83			0
Equity compensation plans not approved by security holders:		2,576,438	(2)	$	.43	(2)		3,490,000
Total		3,780,000		$	.83			0
Total		6,601,438		$	.68			3,490,000

(1)	Represents options granted pursuant to the Company’s 2004 Stock Incentive Plan.

(2) Includes options and warrants to purchase Common Stock granted under plans not approved by the Company’s shareholders. The material features of such plans are set forth below.

From June 2002 to February 2004, the Company granted a current employee options to purchase 66,438 shares of Common Stock at a split-adjusted exercise price of $1.50. These options are all considered non-qualified since the merger with Digital Date Networks occurred on February 28, 2004.

At a special meeting of the Board of Directors held on October 15, 2009, the Board approved the Company’s ~~2009~~2010 Omnibus Long Term Incentive Plan (the “Plan”). A Registration Statement on Form S-8, filed on January 8, 2010, registered a total of 6,000,000 shares of Common Stock authorized for issuance under the Plan. The plan ~~will~~was benot presented to shareholders. ~~for~~As ~~approval~~a atresult, all options previously granted under the ~~next~~ ~~Annual~~plan ~~Meeting~~forfeited on October 15, 2010. ~~The~~In ~~Company~~addition, ~~has~~all ~~granted~~compensation ~~options~~expense topreviously ~~purchase 2,510,000~~reported ~~shares~~during ~~under~~2010 ~~the~~related ~~plan,~~to ~~which~~the forfeited options ~~are~~has ~~subject~~been toremoved from the ~~Plan~~financial ~~being approved~~statements byand ~~shareholders~~quarterly ~~prior~~effects are restated in Note 16 to ~~October~~the ~~15,~~financial ~~2010~~statements.

As part of a debt settlement from time to time the Company may negotiate to pay its debt through a combination of stock options or shares of common stock.

Sales of Unregistered Securities

As partial consideration under, and pursuant to the terms of, an endorsement agreement dated as of January 30, 2009, as subsequently amended, (the “Endorsement Agreement”) the Company issued (i) a total of 159,575 shares of Common Stock on April 9, 2009, and (ii) a total of 300,000 shares of Common Stock on September 8, 2009. InWe ~~issuing~~relied ~~these shares~~upon ~~without~~Section ~~registration~~4(2) ~~under~~of the Securities Exchange Act of 1933, as amended ~~(the “Securities Act”)~~, wefor ~~relied~~our ~~upon~~exemption ~~Section~~of ~~4(2)~~registration ofsince the ~~Securities Act~~issue was to a single person.

Item 6. Selected Financial Data.

Not applicable.

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~18

~~The following~~Item ~~discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements filed with this Annual Report on Form 10-K (the “Annual Report”)~~7. This Annual Report contains forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions. Forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operation. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated herein. The cautionary statements made in this Annual Report should be read as being applicable to all related forward-looking statements wherever they appear in this Annual Report.

16The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements beginning on page F-1 in this Annual Report on Form 10-K (the “Annual Report”). This Annual Report contains forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions. Forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated herein. The cautionary statements made in this Annual Report should be read as being applicable to all related forward-looking statements wherever they appear in this Annual Report.

Overview

WeDuring ~~have repositioned~~2010 ~~our~~we ~~company~~undertook insignificant ~~the~~changes ~~fourth~~in ~~quarter of 2009 to support~~ our ~~strategic plan~~business ~~of becoming a distributor of mobile applications solutions and services for the global mobile community~~strategy. These ~~solutions,~~changes ~~which~~resulted wein ~~will~~the ~~license~~discontinuation orof ~~own ourselves, will include~~ our ~~MyGlobalTalk~~Voice ~~service.~~over ~~MyGlobalTalk~~Internet ~~leverages~~Protocol ~~our core~~(VoIP) ~~competencies in VOIP and~~ technology development., ~~Our~~including ~~revenues for 2009 have been derived primarily from~~ our ~~legacy~~MyGlobalTalk ~~Voicestick~~solution ~~solutions~~ and toincluded atwo ~~lesser extent~~acquisitions: ~~from~~Shoot ~~MyGlobalTalk~~It! ~~which became market ready in the fourth quarter of 2009.~~LLC WeAnd ~~expect~~D ~~revenues from MyGlobalTalk to become more significant in 2010 as our marketing and sales activities begin to yield results. We currently offer calling plans for residential and commercial use~~Mobile, ~~varying in price from “pay as you go” to specific plans with base charges up to $24~~Inc.99 per month for combination unlimited and most favorable per minute charges. The price of the plans varies depending on the service provided (international long distance service to most countries, long distance service throughout the United States and Canada and 400 minutes in long distance service throughout the United States and Canada).

~~In February~~The ~~2010,~~following weis ~~acquired~~an ~~Shoot~~overview ~~It!,~~of ~~LLC, which expands our product portfolio applications and technologies for~~ the ~~global~~significant ~~mobile~~business ~~communications market. This~~changes ~~is an application~~ that weoccurred ~~will~~during ~~own and distribute as well in accordance with our strategic plan~~2010.

InOn ~~March~~ June 17, 2010, wethe ~~acquired~~Company’s Dboard ~~Mobile,~~of ~~Inc.,~~directors approved a plan by which ~~provides~~the usCompany ~~with~~discontinued offering its VoIP and telephony services directly to consumer and enterprise customers. Under the plan the Company implemented a ~~unique, market~~reduction-~~leading~~in-force ~~platform~~and ~~for~~closed ~~mobile~~its ~~content~~network ~~distribution~~switching operations located in ~~China~~Atlanta, Georgia. As such all related operations have been presented as discontinued operations for the ~~world’s largest~~periods ~~mobile~~ended ~~communications~~December ~~market~~31, 2010 and ~~expands~~2009 ~~our~~and ~~global~~the ~~presence~~network switching equipment has been classified as assets of discontinued operations as of December 31, 2009. On DDecember ~~Mobile~~3, ~~which~~ ~~operates~~2010 ~~under~~the Company completed the ~~brand~~sale ~~name~~of ~~Duo~~its ~~Guo,~~internet-telephony isnetwork assets (the ~~primary~~“Assets”) to MGTCO Holdings, ~~and~~LLC we(“Purchaser”). Pursuant ~~believe~~to an asset purchase agreement dated October 25, ~~only~~ ~~legitimate~~2010, ~~retail~~Purchaser ~~channel~~agreed ~~for~~to ~~the~~(i) ~~discovery~~assume ~~and~~contractual ~~download~~obligations of ~~licensed~~the ~~mobile media~~Company ~~content~~with inregard ~~China.~~to Dthe ~~Mobile~~Assets ~~gives~~and us(ii) ato ~~pervasive~~pay ~~mobile~~a ~~applications~~royalty ~~and content~~(the ~~distribution~~“Royalty ~~platform~~Payment”) to ~~support~~the ~~our~~Company’s ~~strategic~~wholly ~~plan~~owned subsidiary, Geos Communications IP Holdings, Inc. (“Geos IP Holdings”) for use of Geos IP Holdings’ intellectual property.

The ~~discussion~~ ~~below~~Royalty ofPayment ~~our~~is ~~results~~to be an amount equal to (i) 2% of ~~operations~~the ~~does~~first ~~not~~$550,000 ~~include~~in ~~Shoot~~revenue Itreceived by Purchaser with respect to the Assets, ~~LLC~~(ii) ~~or D~~5% ~~Mobile~~of the next $4,450,000 ~~Inc~~in revenue received by Purchaser with respect to the Assets, and (iii) 2. ~~These~~5% ~~businesses~~of ~~have~~any ~~very~~additional ~~little~~revenue ~~activity~~received atby ~~this time~~Purchaser with respect to the Assets.

~~Results~~ On February 19, 2010, we acquired Shoot It!, LLC (“Shoot It!”), which provides a mobile application for sending picture postcards from smart phones. Since the date of ~~Operations~~acquisition, we have included the financial results for Shoot It! in our results of operations.

~~2009 Compared~~On toMarch ~~2008~~1, 2010, we acquired D Mobile, Inc. (“D Mobile”), which provides us with a platform for mobile content distribution in China, the world’s largest mobile communications market. D Mobile, which operates in China under the brand name Duo Guo, is a retail channel for the discovery and download of licensed mobile content. We have included the results of operations for D Mobile since the date of acquisition in our results of operations. Transfers of D Mobile shares in exchange for cash and settlement of debt reduced our ownership of D Mobile below 50% as of April 4, 2011. Accordingly, as of that date we will no longer consolidate D Mobile.

~~Revenues decreased~~Results ~~to $344,577 in 2009 from $629,824 in 2008. The decrease~~ of ~~$285,247~~ inContinuing revenues was due to our repositioning and rebranding efforts due an increased focus on new services called MyGlobalTalk. Revenues for 2009 are primarily from our legacy VoiceStick products, which are similar to those services of the prior year, and the decrease in these revenues is attributable to our repositioning of efforts towards other services during the fourth quarter of 2009.Operations

~~Cost~~As ~~of goods~~the ~~sold~~Company ~~decreased~~acquired ~~slightly~~both ~~to $674,254 in 2009 from $705,495 in 2008. The decrease~~ of ~~$31,241~~its ismobile ~~attributable~~content todistribution ~~a decrease in network and infrastructure cost of $254~~business,~~412~~ ~~due~~Shoot-It! toAnd ~~less~~D ~~cost~~Mobile ~~of carrier traffic termination during 2009~~ in ~~accordance~~the ~~with~~first ~~decreased~~quarter ~~traffic and revenue. The decrease was offset by an increase in hardware cost~~ of ~~goods sold of $209~~2010,~~323 primary~~ ~~due to~~ the ~~write~~relevant ~~off~~discussions ofare ~~obsolete~~as ~~inventory of $189,511 related to the repositioning efforts noted above.~~follows:

~~General and~~Both ~~administrative~~products ~~expenses~~are ~~increased~~in tothe ~~$9,390,655~~preliminary instages ~~2009~~of ~~from~~distribution $7and accordingly,~~067,815~~ ~~in 2008.~~revenues ~~The~~and ~~increase~~cost of ~~$2,322,840~~goods ~~was~~sold ~~primarily~~were ~~attributable~~not tosignificant ~~increased professional~~during ~~fees~~the ofyear ~~$331~~ended December 31,~~000~~ ~~which~~2010. ~~included~~D ~~increased~~Mobile ~~legal~~generates ~~fees~~revenues ~~related~~through consumers’ use of the D Mobile marketplace to ~~corporate~~ ~~organizational~~purchase and ~~equity~~download ~~matters,~~content to their smart phone and ~~consulting~~expects ~~fees~~to ~~in repositioning~~eventually generate revenue through the ~~company,~~sale ~~along~~of ~~with~~advertising ~~increases~~within ~~related~~the marketplace. Shoot-It! generates revenue through the use of the application on the smartphone to ~~compensation, including~~select ~~share~~a ~~based~~picture ~~compensation~~and send a postcard. It is the intent of ~~approximately~~the ~~$1,991,000~~Company to include the Shoot-It! application within the D Mobile marketplace.

Other income/expenses was $2,831,718 in expenses in 2009. In 2008 other income/expenses was income of $4,205,964. During 2008 a net gain of $5,193,620 was recognized from the sale of assets related to one of our patents, versus $0 gain in 2009. In addition in 2009 interest expense increased from 2008 totaling approximately $474,000 due to accretion on interest and dividends on Preferred Shares, along with the related loss on debt extinguishment of $1,469,523, from the exchange of notes payable for the Preferred Stock.19

Total revenue for the year was $82,545. Revenue for Shoot It! and D Mobile were $31,467 and $51,078, respectively as neither product was being marketed or distributed in a capacity to produce results.

Shoot It! was not incorporated until April 2009, and revenues from postcards sent have averaged approximately $3,000 per month since acquisition. D Mobile was acquired in the first quarter of 2010. Revenues currently reflect sales at the company’s five leased locations and six locations where the Company has a revenue sharing arrangement with its retail distribution partners. Revenues have averaged approximately $5,100 per month since acquisition.

Total cost of sales for the year was $48,197. Cost of sales for Shoot It! reflect the purchase of paper and postage. Cost of sales for D Mobile represents the purchase of mobile content. Total cost of sales were $27,241 and $20,896 for Shoot It! and D Mobile, respectively.

Total corporate selling, general and administrative expenses were $6,852,388 an increase of approximately $1.7 million compared to the prior year twelve month period, primarily as a result of professional fees incurred by the Company for the acquisition and audits of the two businesses acquired.

Selling, general and administrative expenses related to the D Mobile were approximately $1.8 million, primarily related to overhead payroll in both China and the United States. During the third and fourth quarters of 2010, the Company began to develop a US based strategy for D Mobile and allocated corporate overhead expenses of approximately $830,000 to the USD Mobile operations, based on the percentage of time spent on the D Mobile operation. Shoot It! incurred selling, general and administrative expenses of approximately $ 286,700 primarily related to overhead payroll.

Interest expense increased from comparable periods due to interest on borrowings under a line of credit and notes payable entered into during the year and related dividend accruals for mandatorily redeemable preferred shares.

Discussion of discontinued operations:

As the Company implemented a plan of restructuring during the second quarter of 2010, the relevant discussion is as follows:

Net loss from discontinued operations totaled $3,337,271 for the twelve months ended December 31, 2010 of which $1,047,000 related to the impairment of the related assets and a gain from sale of discontinued assets of $283,522. In addition, the discontinued operations expenses, in approximation, consisted primarily of salaries for $859,000, professional fees of $140,000, contract labor of $257,000, travel $86,000, marketing $62,000 and other administrative expenses of approximately $1.1 million.

The above expense as compared to the twelve months ended December 31, 2009 of $4,401,769, is lower as a result of reductions in all expenses related to discontinued operations in the third and fourth quarters of 2010 versus 2009.

Financial Condition, Liquidity and Capital Resources

As of December 31, ~~2009~~2010, we had $1809,~~041,830~~439 in cash. WeOur ~~believe~~net ~~this~~working ~~along~~capital ~~with~~on ~~our Drawdown~~December ~~Note~~31, in 2010, ~~described~~was ~~below,~~a ~~will~~negative ~~provide~~$4,417,035, ~~for~~compared ~~our short term cash needs~~ to bea ~~met.~~negative ~~The~~$507,404, ~~increase~~as inof ~~cash~~December ~~from~~31, ~~2008~~2009. This ofdecline ~~$1,039,185~~resulted ~~was~~ primarily from ~~the~~ ~~sale~~entering ofinto ~~Series~~a Fline ~~Preferred~~of ~~Shares~~credit ofagreement for $72,~~550~~600,000 ~~during~~and ~~2009,~~notes ~~less~~payable ~~net~~totaling ~~cash used in operating activities~~$200,000. In addition, onthe ~~February~~Company ~~23,~~continued ~~2010, we issued a Drawdown Promissory Note in an amount up~~ to aexperience ~~maximum~~operating oflosses ~~$2,000,000, all of which has been drawn down~~ as ofit ~~April~~underwent ~~23,~~significant ~~2010~~business changes.

17Our net cash used in operating activities for 2010 was $6,799,721 as compared to $6,890,684 used in operating activities during 2009. The net cash used in investing activities was $99,006 in 2010 compared $839,756 in 2009. The decrease was the result of decreased purchases of property and equipment and net cash received on the acquisition of a subsidiary.

~~The Drawdown~~Net ~~Note~~cash ~~accrues~~provided ~~interest~~by atfinancing aactivities ~~rate~~was ~~of 12% per annum and the principal and interest thereon is due and payable on the earlier of (i) the closing on at least~~ $56,~~000~~666,~~000~~336 ~~of subscriptions for shares of Series H Preferred Stock of the Company, which is a series of preferred stock we anticipate creating (the “Series H Preferred Stock”)~~ in ~~the~~ ~~Offering~~2010 (as ~~defined~~compared ~~below);~~to ~~or (ii) August 23~~$8,769,625 ~~2010~~in ~~(the “Maturity Date”)~~2009. The ~~note~~decrease ~~holders~~in ~~may~~cash ~~convert~~provided ~~all~~by orfinancing ~~any~~activities ~~portion~~was ofprimarily due to the ~~principal~~ ~~balance~~proceeds ofreceived ~~and/or~~from ~~accrued but unpaid interest on~~ the ~~Drawdown~~issuance ~~Note into the securities we anticipate offering in a private placement~~ of preferred ~~equity~~shares ~~in the form~~ of Series F Hin ~~Preferred~~2009 ~~Stock~~compared ~~and warrants (the “Offering”), at a conversion price equal~~ to the ~~purchase~~proceeds ~~price~~from ~~paid for~~ the ~~Series~~sale ~~H Preferred Stock and warrants in the Offering. The Drawdown Note requires the issuance~~ of ~~a warrant to purchase 10,000~~ shares of ~~Common~~common ~~Stock~~stock ~~for~~of ~~each $100,000~~its ~~drawdown~~subsidiary ~~there~~and ~~under~~proceeds atfrom a ~~purchase~~line ~~price~~ of ~~$0.20~~credit ~~per~~and ~~share~~notes ~~(the~~payable ~~“Warrant”). The~~in ~~term of each Warrant is three years from the issuance date of each Warrant~~2010.

Our ~~net working~~strategy ~~capital~~is onto ~~December~~raise ~~31,~~additional ~~2009~~capital ~~was a negative $442,354, compared~~ to ~~a negative~~enable ~~$5,478,348 as of December 31,2008. This improvement resulted primarily from~~ the ~~extinguishment~~Company ofto ~~current~~realize ~~notes payables and accrued interest of $6,328,212. The notes payable were exchanged for Series A-D Preferred Stock of our subsidiary, Geos Communications IP Holdings, Inc., which was valued with~~ the ~~assistance independent~~market ~~valuation~~opportunities ~~consultants. The initial valuation was $7,028,630. Subsequently, $570,040 has been accreted~~ for its ~~interest, plus~~mobile ~~dividends~~content ofdistribution ~~$277,955~~business. ~~As these shares are mandatorily redeemable, the amounts are recorded as long term liabilities versus equity in the Consolidated Balance Sheets.~~

Our net cash used in operating activities for 2009 was approximately $6,900,000 as compared to approximately $2,100,000 used in operating activities during 2008. This is primarily attributable to a patent sold in 2008 which provided net proceeds of approximately $5,200,000.20

The ~~decrease~~ inCompany ~~net~~has undertaken a number of specific steps to achieve positive cash ~~used~~flow in ~~investing~~the ~~activities~~future. These toactions ~~approximately~~include ~~$840,000~~the two acquisitions consummated in ~~2009~~ ~~from~~the ~~approximately~~first $1quarter of 2010,~~260,000~~ as well as the Company’s issuance of several notes payable and completion of equity placements (described below and in ~~2008~~Note ~~was~~8 ~~due~~and Note 11). The Company has taken further action to ~~additional~~reduce ~~equipment purchased~~its incash ~~conjunction~~flow ~~with~~concerns by discontinuing the VoIP operations, which has resulted in a ~~new~~significant ~~switch~~reduction in personnel and ~~billing~~associated ~~platform~~salaries ~~in 2008~~and operating costs.

~~Net~~As ~~cash provided~~noted byin ~~financing~~Note ~~activities~~9 ~~was~~and ~~approximately~~to $8the consolidated financial statements,~~770,000~~ induring ~~2009~~2010, ~~as compared~~the toCompany ~~approximately~~has incurred $32,~~131~~800,000 in ~~2008.~~borrowings ~~The~~under ~~increase~~a inline ~~cash~~of ~~provided~~credit ~~by financing~~and ~~activities~~notes ~~was~~payable. As ~~primarily~~noted ~~due~~in toNote 17, the ~~issuance~~Company settled $2,750,000 of ~~Series~~these Fborrowings ~~Preferred Stock yielding~~plus $7accrued interest on April 4,~~550,000~~ 2011 by transferring shares of D Mobile..

~~Our~~As ~~board of~~mentioned ~~directors~~in ~~approved~~Note an12 ~~additional~~to ~~Preferred~~the Hconsolidated ~~Series~~financial westatements, ~~expect~~during to2010, ~~issue~~the ~~in 2010.~~Company ~~The~~sold Series H ~~Preferred Stock will not be registered under the Securities Act of 1933 as amended~~ and ~~may~~Series ~~not~~I bePreferred ~~offered or sold in the United States absent registration or an applicable exemption from registration requirements. We are currently marketing the~~ shares and ~~believe~~warrants ~~the funding will be adequate based upon our current operating plan and will bridge us~~ to ~~positive~~purchase ~~cash flow. In~~common ~~addition,~~stock ~~the Company is in negotiations with several companies to enable us to ultimately expand the market and revenues~~ for ~~its products~~combined ~~and~~proceeds services. Management believes that new products it has in development, the potential for newly identified business relationships coupled with new capital from sophisticated investors, should allow us to achieve its goal of ~~positive cash flow within the next twelve months~~$777, ~~and thereafter~~000. This belief is based upon our current operating plan and assumes growth in revenues for our products and services. Actual operating results may be different than the operating plan assumptions which may require us to obtain additional funding.

WeIn ~~have historically~~the ~~reported~~March ~~net~~1, ~~losses~~2010 ~~from~~acquisition, ~~our~~the ~~operations~~Company ~~and~~acquired ~~negative~~100% ~~cash flows~~of the outstanding shares of D Mobile. WeIn ~~will~~addition, ~~need~~Geos tosold ~~continue~~1,220,000 toshares, ~~raise~~or ~~capital~~30.5% toof ~~support~~its ~~our operations~~investment ~~until~~in weits ~~reach~~subsidiary ~~positive~~D ~~cash~~Mobile ~~flows~~for ~~which~~proceeds ~~management~~of ~~believes~~$3,050,000. In ~~will~~August be and September Geos sold 10% of its investment in D Mobile for $1,000,000. Of the ~~fourth~~proceeds ~~quarter~~raised, $500,000 was from an entity controlled by Stephen F. Butterfield (Butterfield), a current investor in the Company, $150,000 was from a director, and the remaining $350,000 was from additional investors. In October 2010, Geos sold an additional 10% of the outstanding equity interests in D Mobile for an additional $1,000,000 to Butterfield. On December 2, 2010, Geos sold 0.5% of its investment in IfD weMobile, ~~cannot~~for ~~raise~~$50,000 to a director of the Company. On December 22, 2010 Geos sold an additional ~~capital we~~10% ~~may~~of ~~need~~its investment in its subsidiary D Mobile for $1,000,000 to ~~reduce~~an orentity ~~cease~~controlled ~~operations~~by Butterfield. As of December 31, 2010 the Company had sold 30.5% of D Mobile for total proceeds of $3,050,000.

~~Management believes~~Between weDecember ~~can~~22, ~~continue~~2010, and April 1, 2011, D Mobile sold newly issued shares of its common stock, par value $.01 per share (the “Shares”) pursuant to ~~attract~~subscription ~~adequate~~agreements ~~capital~~for ~~and~~the ~~increases~~following amounts: on December 22, 2010 D Mobile sold 8,000 Shares for $20,000 to a new investor in ~~revenues~~ D Mobile; on January 27, 2011, D Mobile sold 12,000 Shares for $30,000 to a new investor in ~~2010~~D Mobile; on February 10, 2011, D Mobile sold 400,000 Shares for $1,000,000 to ~~support~~an entity controlled by Butterfield; on February 11, 2011, D Mobile sold 20,000 Shares for $50,000 to Andrew Berman, the ~~execution~~Company’s Chief Executive Officer and a member of ~~our~~its ~~strategic~~Board ~~plan~~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 April 1, 2011 D Mobile sold 20,000 shares for $50,000 to a new investor. Total proceeds from the newly issued shares were $20,000 for the year ended December 31, 2010 and an additional $1,180,000 subsequent to year end.

The settlement of debt and share sales referred to above have reduced to the Company’s ownership of D Mobile to 34.6% as of April 4, 2011.

Management believes that the potential for newly identified business relationships coupled with new capital from sophisticated investors, should allow the Company to achieve its goal of positive cash flow within the next twelve months. There can be no assurances that such efforts will be successful.

To meet short term obligations and finance operations, it is likely that additional capital will be needed for both Geos and D Mobile. This could result in either the sale by D Mobile of new D Mobile shares and/ or the sale of additional D Mobile shares owned by Geos. Under either scenario, Geos ownership in D Mobile will be diluted. Geos and D Mobile intend to enter into an operating agreement under which executive management and general operational services will be shared between the companies based upon the time and nature of the services provided. It is the Company’s belief that the best way to improve the value of Geos is to grow the D Mobile operation.

The financial statements do not include any adjustments that might result from this uncertainty.

Critical Accounting Policies and Estimates

Discontinued Operations

We have reclassified for all periods presented in the accompanying consolidated statements of operations, the amounts related to the discontinued operations in accordance with the applicable accounting criteria. In addition, long-lived assets and related liabilities related to the discontinued operations are reported separately in the accompanying consolidated balance sheets.

Intangible Assets

WeThe ~~have~~ Company has capitalized certain costs related to registering trademarks and patent pending technology. In ~~that~~addition, the Company has acquired the trade names of Shoot It! and Duo Guo. Duo Guo is the name under which D Mobile operates in China. In addition the Company entered into non-compete agreements in the acquisition of the two companies. In accordance with FASB ASC 350 on intangible assets, intangible assets with an indefinite life are not amortized but are tested for impairment at least annually or whenever changes in circumstances indicate that the carrying value may not be recoverable. The Company amortizes its intangible assets with a finite life over 10their estimated useful lives which range from two to ten years on a straight-line basis and they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When testing for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the intangible asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary.

In light of the discontinued VoIP business, we also tested related patents for impairment. We estimated the fair value of our patents using a discounted cash flow analysis. The Company currently has one signed royalty contract under which the Company licensed its patent to a third party for a percentage of their revenue. The principal factors used in the discounted cash flow analysis are:

Our forecasted royalty revenue on signed contract

Forecasted new royalty contracts

Forecasted royalty revenue from infringers on our patents

Adequate funding available to effectively obtain new customers and identify infringers to recoup royalty revenue

Forecasted 29.9% weighted average cost of capital (“WACC”) which is based on an average of the capital structure, cost of capital and inherent business risk profiles of the Company

As previously discussed, both businesses of the Company are in the early stages of distribution and development, and revenues are not significant at this time. Accordingly, the forecast of future revenue and related matters contain a high level of uncertainty. The discounted cash flow analysis assumes that the Company starts to earn royalty revenue in 2013 with an annual growth rate of approximately 60% for the next ten years. We calculated the fair value of the patents to be approximately fifteen times the carrying value of $2.0 million at December 31, 2010. We also performed a sensitivity analysis assuming constant royalty revenue from year to year. Under this analysis, royalty revenue at approximately 30% of the amount used in the discounted cash flow analysis is needed to arrive at a fair value that approximates the current carrying value of $2.0 million.

Based on above, the management concluded that there was no impairment of the patents at December 31, 2010.

The following events could change the results of our analysis, therefore, they could have a material adverse effect on the estimated future discounted cash flows expected to be generated from the royalty contracts and require recognition of an impairment if the Company fails to do the following or other events out of Company’s controls occur:

forecasted royalty revenues are not achieved

executing adequate number and pricing of new royalty contracts

obtaining adequate funding to effectively obtain new customers and identify infringers to recoup royalty revenue

current technology environment and obsolescence

customer habits

general economic volatility

Goodwill

The Company initially measures goodwill in accordance with ASC 805, “Business Combinations”. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill is required to be tested at least on an annual basis for impairment or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. The Company assesses goodwill for impairment by periodically comparing the fair value of its reporting units to their carrying amounts to determine if there is potential impairment. If there is a potential impairment, an impairment loss is recognized for any excess of the carrying amount of the goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair values for reporting units are determined based on discounted cash flow analysis, market multiples or appraised values, as appropriate. The carrying value at December 31, 2010 of goodwill associated with the two business combinations that both occurred in 2010 consists of $1.1 million for D Mobile and $922,000 for Shoot It!. For step one of our impairment test, we determined the fair value of the reporting units (D Mobile and Shoot It!) using a discounted cash flow analysis. The principal factors in the discounted cash flow analysis are:

Forecasted revenues from the sale of postcards and mobile content based upon acquiring new customers and expanded distribution channels.

Forecasted revenue from the sale of advertising on our D Mobile kiosk platform

Obtaining appropriate mobile content for our consumers across all distribution channels.

Adequate funding to effectively expand to new customers and distribution channels.

Forecasted 25% weighted average cost of capital which is based on the average of the capital structure, cost of capital and inherent business risk profiles of the Company.

As previously discussed, both businesses of the Company are in the early stages of distribution and development, and revenues are not significant at this time. Accordingly, the forecast of future revenue and related matters contain a high level of uncertainty. The discounted cash flow analysis for D Mobile assumes that D Mobile generates estimated revenue of approximately $15 million in the last six months of 2011 with significant increases thereafter. Using these assumptions we calculated the fair value to be well in excess of the carrying value of goodwill of $1.1 million at December 31, 2010. The discounted cash flow analysis for Shoot It! assumes that Shoot It! revenues average $1.6 million over the next four years. Under this scenario, the calculated fair value of the operating unit exceeds the carrying value of goodwill, of approximately $922,000, by a marginal amount.

Based on above, the management concluded that there was no impairment of goodwill as of December 31, 2010.

The following events could change the results of our analysis, therefore, they could have a material adverse effect on the estimated future discounted cash flows expected to be generated from new customers and distribution points and require recognition of impairment if the Company fails to do the following or other events out of Company’s controls occur:

forecasted postcard and mobile content revenues are not achieved

forecasted advertising revenues are not achieved

appropriate mobile content is not available across all distribution channels

expansion to an adequate number of distribution points or obtaining sufficient customers for postcard sales.

obtaining adequate funding to effectively obtain new customers to achieve revenue

ability to continue to meet the technology needs within the most widely used smart phone operating systems

customer habits

general economic volatility

Impairment of Long-lived Assets

In accordance with the FASB ASC 360 on impairment or disposal of long-lived assets, the Company reviews its long-lived assets, including property and equipment, and purchased intangibles subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company compares the future undiscounted net cash flows, without interest charges to the carrying amount of the assets, and if the latter exceeds the former, then an impairment is recorded to adjust the asset to its fair value (using discounted cash flows). The Company recorded asset impairment losses of $1,047,707 related to assets related to discontinued operations during the year ended December 31, 2010. The Company had no impairment of such long lived assets during the year ended December 31, 2009. For the reasons discussed in the discussion of patents above under the heading “Intangible Assets” and for the reasons discussed above under the heading “Goodwill,” it is reasonably possible that the estimates used in impairment testing will significantly change in the near term. As a result, the carrying amounts of long-lived asets may be reduced materially in the near term.

Debt Extinguishment

On July 1, 2009 we offered to certain of our existing note holders the opportunity to exchange some or all of the principal, interest and loan fees under $6,328,212 of notes, which included all accrued interest and related fees, (the “Debt”) for different series of preferred stock of Geos Communications IP Holdings, Inc., ~~our wholly-owned subsidiary.~~ This exchange was deemed to be debt extinguishment for the notes payable according to the ASC ~~Topic~~ No.405- Liabilities and 470-50 – Debt, Modifications and Extinguishments. As a result of this exchange a loss on debt extinguishment of $1,469,523 was recorded and is included in the Statement of Operations for the year ended December 31, 2009.

ASC 470-50-40-10 (formerly EITF Issue 96-19) establishes the criteria for debt extinguishment and modification. If the debt is substantially different, then the debt is extinguished, and a gain or loss is calculated and recorded. We determined that an extinguishment occured as the present value of the cash flows under the terms of the new instrument, the different series of preferred stock, was at least 10% different from the present value of the remaining cash flows under the terms of the original notes. We recorded a loss on debt extinguishment of $1,469,523 which is included in the Statement of Operations for the year ended of December 31, 2009.

Income Taxes

WeThe ~~file~~Company files a consolidated federal income tax return with ~~our~~its domestic wholly- owned subsidiaries. ~~We are~~The Company is a C-~~corporation~~Corporation under the provisions of the Internal Revenue Code. We utilize the asset and liability approach to measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using enacted tax rates expected to be in effect at when the temporary differences reverse in accordance with ASC 740, Income Taxes (“ASC 740”). ASC 740 takes into account the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

In accordance with ASC 740, wethe ~~recognize~~Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax provisions for these uncertain tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. WeThe ~~recognize~~Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. ~~There were no uncertain income tax positions as of December 31, 2009.~~

Our deferred tax calculation requires management to make certain estimates about future operations. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date. ~~As of December 31, 2009 all deferred tax assets were reduced to zero by the allowance.~~

~~NOLs~~Preferred ~~may be limited, and we are in process of determining if such a triggering event took place. At this time, the annual limitation, if any, is not readily determinable.~~Stock

The Company applies the guidance enumerated in ASC No. 480 Distinguishing Liabilities from Equity, and Classification and Measurement of Redeemable Securities, when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured initially at fair value and are accreted to the mandatory redemption value using the effective interest method. For all shares subject to mandatory redemption, accretion and dividends are recorded as interest expense in the consolidated statement of operations. As of December 31, 2010, the Company had recorded liabilities related to Series A–D Preferred Shares of Geos IP Holdings which amounted to $9,925,418.

WeThe ~~apply the~~Company ~~guidance~~classifies ~~enumerated~~conditionally inredeemable ~~ASC~~convertible ~~Topic~~preferred ~~No.~~shares, ~~480~~which ~~“Distinguishing~~includes ~~Liabilities~~preferred ~~from Equity,”~~shares ~~and~~subject ~~“Classification~~to ~~and~~redemption ~~Measurement~~upon the occurrence of ~~Redeemable~~uncertain ~~Securities,”~~events ~~when determining~~not ~~the~~solely ~~classification~~within ~~and~~the ~~measurement~~Company’s ofcontrol, ~~preferred~~as ~~stock~~temporary equity. ~~Preferred~~ At all other times, the Company classifies its preferred shares ~~subject~~in tostockholders’ ~~mandatory~~deficit. ~~redemption~~Preferred ~~are~~shares classified as ~~liability~~temporary ~~instruments and~~equity are measured initially at fair value. ~~and~~If such shares are ~~accreted~~subject to ~~the mandatory~~ redemption at a higher value ~~using~~that is outside of the ~~effective~~Company’s ~~interest~~control, ~~method. Accretion of~~such ~~dividends~~shares ~~and~~are ~~interest~~accreted isto ~~recorded~~the asmandatory ~~interest~~redemption ~~expense~~value, inwith ~~the~~such ~~Statement~~accretion ~~of Operations~~recorded as dividends. As of December 31, ~~2009~~2010, the Company had recorded ~~liabilities~~ ~~related~~as totemporary equity Series ~~A-D~~F, G, H and I Preferred Shares oftotaling ~~Geos~~$5,047,057, ~~Communications~~$4,029,233, ~~IP Holdings~~$232,482 ~~Inc~~and $288,445, respectively. Dividends ~~with~~on apreferred ~~mandatory~~shares ~~redemption~~included ~~value~~in temporary equity and equity are recorded as Dividends on Preferred Stock below Net Loss on the Consolidated Statement of ~~$7,880,627~~Operations.

In addition, we classify conditionally redeemable convertible preferred shares, which includes preferred shares subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classify our preferred shares in stockholders’ equity. As of December 31, 2009, we had recorded as temporary equity F Series Preferred Shares totaling $5,047,057. Dividends on preferred shares included in temporary equity and equity are recorded as Dividends on Preferred Stock below Net Income on the Statement of Operations.24

~~Additionally, we~~The ~~evaluate~~Company evaluates the conversion option of the convertible preferred shares under ASC ~~Topic~~ No. 470-20, “Debt with Conversion and Other Options~~,” (formerly EITF Issues 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and 00-27, Application of Issue No~~. ~~98-5 to Certain Convertible Instruments.).~~ A convertible financial instrument includes a beneficial conversion feature if the effective conversion price is less than the ~~company~~Company’s market price of common stock on the commitment date. WeThe ~~recorded~~Company ~~$2,870,825~~records asthe a beneficial conversion feature ofin Common stock. For the Fperiod ~~Series~~ended ~~Preferred~~December ~~Shares~~31, ~~for~~2010 the ~~year~~Company ~~ended~~had ~~December~~recorded 31beneficial conversion features totaling $295, ~~2009~~678 in Common Stock, no Par and recognized as a dividend related to its series F preferred shares.

In October of 2010 the Company initiated a tender offer to exchange Series I Preferred stock and related warrants (New Warrants) for all of the outstanding Series F Preferred stock and Series H Preferred stock (the Old Preferred) and all related warrants (the Old Warrants). The offer was approved by the SEC in February of 2011. All of the outstanding Series F Preferred stock and Series H Preferred stock has been tendered for exchange pursuant to the Exchange Offer.

In order to determine the treatment of the exchange offer the Company’s accounting policy is as follows: If the fair value of the equity-classified preferred share immediately after the exchange is significantly different (e.g., by more than 10%) than the fair value of the instrument immediately before the exchange, the exchange is considered and extinguishment. An exchange that does not meet this criterion is a modification.

The accounting treatment for the extinguishment of equity-classified preferred stock is addressed by SEC staff guidance included in the FASB’s Codification at ASC 260-10-S99-2. Under that guidance, when equity-classified preferred shares are extinguished, the difference between (1) the fair value of the consideration transferred to the holders of the preferred shares and (2) the carrying amount of the preferred shares are subtracted from (or added to) net income to arrive at income available to common stockholders in the calculation of earnings per share. In addition to the effect on earnings per share, extinguishment accounting will result in adjustments within equity but will not result in recognition of any amounts in net income.

When equity-classified preferred shares have been modified and extinguishment accounting is not considered appropriate, the Company analogizes to the accounting in ASC 718-20-35 and will recognize the incremental fair value (the difference in fair value of the instrument the moment before and the moment after modification) from the modification as a deemed dividend reconciling net income to net income available for common shareholders. Modifications that result in a decrease in the fair value are not recognized.

Under our initial estimates, the estimated fair value of the Series I Preferred Stock and the carrying value of the Old Preferred Stock are expected to be accounted for as an extinguishment

In order to determine the treatment for the exchange of the Old Warrants for the New Warrants, we noted that there is no direct literature on this topic but we believe we would analogize to ASC 718 (formerly SFAS No. 123R). We would calculate the fair value of the old warrants versus the fair value of the new warrants before and after the date of the exchange and determine the difference. As we have equity instruments with no vesting, assuming the new warrants’ fair value is greater than the old, the difference would affect net loss per share available to Geos common shareholders. Any decrease in fair value because of the exchange would not be recognized and would not affect net loss per share available to Geos common shareholders. In either scenario the exchange will result in adjustments within stockholders’ deficit.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

19Non-controlling Interests

Between August 1, 2010 and December 31, 2010, the Company received $3,050,000 for the sale of 30.5% of its equity interest in D Mobile. ASC No. 810, Non-controlling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.

Changes in a parent’s ownership interest in a consolidated subsidiary that do not result in a change in control are accounted for as equity transactions. Such changes do not affect earnings or the carrying values of assets and liabilities (including goodwill). Therefore, a parent does not recognize any gain or loss from a sale of shares of a consolidated subsidiary. Instead, the carrying amount of the non-controlling interest is adjusted to reflect the change in ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the non-controlling interest is adjusted is recognized in equity attributable to the parent.

Item 8. Financial Statements and Supplementary Data.

Our consolidated financial statements for the years ended December 31, ~~2009~~2010 and ~~2008~~ 2009 begin ~~after~~on ~~the~~page ~~Exhibit~~F-1 ~~listing~~ of this annual report on Form 10-K. We are not required to file any financial statement schedules.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

We The Company changed ~~our~~its independent accounting firm during the year ended December 31, 2009. There were no disagreements with the former independent accounting firm.

Item 9A~~(T)~~. Controls and Procedures

At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of ~~our~~the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of ~~our~~the Company’s disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, ~~our~~the Company’s disclosure controls and procedures were not adequately designed and ~~were not~~ effective in ensuring that: (i) information required to be disclosed by usthe Company in reports that weit ~~file~~files or ~~submit~~ submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

In management’s review of financial information required to be reported in this report on Form 10-K, management determined that material weaknesses existed in the Company’s internal control over financial reporting. In considering these weaknesses, the Company’s management determined that the material weaknesses in internal control over financial reporting did affect the Company’s disclosure controls and procedures. For this reason, the CEO and CFO have determined that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective. However, as described in the following section “Changes in Internal Control over Financial Reporting”, the Company’s management, including the CEO and CFO, has taken actions to address the material weaknesses in the Company’s internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, in accordance with Rules 13a-15 and 15d-15 of the Exchange Act. Under the supervision and with the participation of ~~our~~ the Company’s management, we, in conjunction with an independent third party, conducted an evaluation of the effectiveness of ~~our~~the Company’s internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control — Integrated Framework.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of ~~our~~the Company’s internal control over financial reporting as of December 31, ~~2009~~2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on this evaluation and those criteria, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, ~~2009~~2010, our internal control over financial reporting was not effective.

20Our management has identified one deficiency that constitutes a material weaknesses: the Company lacked adequate technical accounting expertise and staffing necessary for an effective system of internal control and timely financial reporting. In an effort to mitigate these material weaknesses, the Company’s management has hired additional staff with accounting technical expertise. Due to the lack of significant operating activities at this time, it is not practical to bring in additional staff. However, if it appears that any control can be implemented to continue to mitigate such control deficiencies in a cost effective manner, the Company will attempt to implement the control.

~~Our management~~This ~~has~~Form 10-K ~~identified~~does anot ~~deficiency~~include ~~that~~an ~~constitutes~~attestation areport ~~material~~of ~~weakness~~the ~~in our~~Company’s ~~technical~~independent ~~accounting~~registered ~~expertise~~public ~~necessary~~accounting ~~for~~firm anregarding ~~effective system of~~ internal control ~~and~~over ~~timely~~ financial reporting~~. In~~ anpursuant ~~effort~~ to ~~mitigate~~rules of ~~these material~~the ~~weaknesses,~~SEC ~~our management has hired additional staff with accounting technical expertise. At any time, if it appears~~ that ~~any~~permit ~~control~~the ~~can~~Company ~~be implemented~~ to ~~continue~~provide toonly ~~mitigate~~management’s ~~such~~report ~~control deficiencies~~ in athis ~~cost effective manner, we will attempt to implement the control~~Form 10-K.

This ~~Form 10-K~~ ~~does~~report shall not ~~include~~be andeemed ~~attestation~~to ~~report~~be offiled ~~our~~for ~~independent registered~~purposes ~~public~~of ~~accounting~~Section 18 ~~firm~~of ~~regarding~~the ~~internal~~Exchange ~~control~~Act, ~~over~~or ~~financial reporting~~otherwise ~~pursuant~~subject to ~~temporary rules of~~ the ~~SEC~~liabilities of that ~~permit~~section, usand toit ~~provide only~~is ~~management’s~~not ~~report~~incorporated inby ~~this~~reference ~~Form 10-K.~~into ~~For~~any ~~our~~filing ~~fiscal~~of ~~year~~the ~~ending December 31~~Company, ~~2010,~~whether wemade ~~will~~before beor ~~required~~after ~~to include~~ the ~~auditor~~date ~~attestation~~hereof, ~~report on~~regardless ~~the~~of ~~Company’s~~any ~~internal~~general ~~control~~incorporation ~~over~~language ~~financial~~in ~~reporting~~such ~~under existing rules~~filing.

~~This report~~Changes ~~shall~~in ~~not~~Internal beControl ~~deemed~~over toFinancial be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and it is not incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filings.Reporting

~~Changes In~~We ~~Internal~~have ~~Control~~implemented ~~Over~~additional ~~Financial~~controls ~~Reporting~~and procedures designed to ensure that the disclosure provided by the Company meets the then current requirements of the applicable filing made under the Exchange Act. To address the Company’s lack of sufficient accounting technical expertise, the Company retained additional accounting technical expertise in January of 2011. Other than these changes, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have implemented additional controls and procedures designed to ensure that the disclosure provided by us meets the then current requirements of the applicable filing made under the Exchange Act. To address our lack of sufficient accounting technical expertise, during the fourth quarter of 2009, we retained additional accounting technical expertise. Other than this there have been no changes in our internal control over financial reporting during the fourth quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~Directors and~~The ~~Executive~~information ~~Officers~~required by Item 10 is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

The following table sets forth the names and ages of all directors and executive officers of the Company as of March 31, 2010. The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among our directors or executive officers. There are no arrangements or understandings between any two or more of the Company’s directors or executive officers. There is no arrangement or understanding between any of the Company’s directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of the Company’s affairs. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Set forth below is certain information, as of March 31, 2010, concerning each of the directors and executive officers of the Company. Each of the individuals listed as a director below shall serve as a director of the Company until the Company’s next annual meeting of shareholders and until their successors have been elected and qualified, or until their resignation, death or removal. Each of the individuals listed below as executive officers shall serve in such offices until removed by the Board of Directors, subject to applicable employment agreements.

Name	Age	Position
Andrew L. Berman	51	Director, Chairman of Executive Committee, Chief Executive Officer
Christopher Miltenberger	53	President and Chief Operating Officer
Richard H. Roberson	51	Chief Financial Officer
David W. Schafer	57	Senior Vice President, Worldwide Sales
Bruce Friedman	60	Director
Osmo Aimo Antero Hautanen	55	Director
Frederick Mapp	66	Director
Timothy McGeehan	43	Director
Michael Reardon	57	Director
Jonathan Serbin	40	Director, Chief Executive Officer, Geos Asia

None of the Company’s directors or executive officers, during the past five years, (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) been convicted in a criminal proceeding or subject to a pending criminal proceeding; (3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or (4) been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a Federal or State securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Certain additional biographical information concerning the individuals named above is set forth below.

Andrew Berman, Director and Chief Executive Officer

Mr. Berman has served as a director of the Company since April 2008 and as Chief Executive Officer since April 2009. With over 26 years of industry experience, Mr. Berman has experience in nearly all sectors of the technology and telecommunications industries and was instrumental in revolutionizing global Internet connectivity in the early 1990s. He has extensive experience in the disciplines of strategic alliance planning and business development, as well as sales and marketing, product development and distribution, and his experience provides the Board with valuable insight and perspective.

Mr. Berman is the founder and owner of Chesapeake Ventures, LP (“Chesapeake”), a consulting group specializing in strategic global alliances and business development for the technology and telecommunications industries. His clients at Chesapeake have included Monster Cable, Cisco, RadioShack and Valence Semiconductor, among others. Mr. Berman was President and Chief Executive Officer for Nextlink USA, Inc, AB, a Denmark-based headset manufacturer from May 2006 to February 2007, at which time he was elected to their Board of Directors. He served as Vice President, Strategic Alliances and Business Development, at RadioShack from July 2003 through April 2006, where he successfully delivered emerging technologies and new products/services to distribution channels and brought many licensing and investment opportunities to the company. Mr. Berman, as a Senior Vice President of Sales and Marketing for CipherOptics from January 2002 through June 2003, successfully negotiated strategic relationships with SafeNet, CNT, IBM, EMC, Storage Technology, and Hitachi Data Systems.

Christopher Miltenberger, President and Chief Operating Officer

Mr. Miltenberger has served as President and Chief Operating Officer of the Company since August 2008. Furthermore, Mr. Miltenberger has more than 25 years of experience in business, legal, marketing, and related disciplines in the computer, technology, and other industries. From April 2008 to present, Mr. Miltenberger has been a Managing Director of Virenta, LLC and from September 2005 to April 2008, the owner of the Miltenberger Law Firm providing legal counsel, specializing in negotiation and drafting of commercial contracts and other business-related legal matters. Prior thereto, from August 1998 to September 2004, Mr. Miltenberger was President and General Counsel to Resource Concepts, Inc., a computer services company which sold to a private equity firm in April 2004. From June 1982 to August 1998, Mr. Miltenberger was Partner and Associate with Worsham, Forsythe & Woolridge, LLP (now Hunton & Williams, LLP).

In 1982, Mr. Miltenberger graduated with a Juris Doctorate, University of Missouri and was a Member, Missouri Law Review. Mr. Miltenberger also received a B.A., Accounting and Economics degree, cum laude, Southeast Missouri State University in 1978.

Richard H. Roberson, Director and Chief Financial Officer

Mr. Roberson joined Geos as Chief Financial Officer in August 2009. Mr. Roberson has 28 years of experience in business and finance, most recently serving as senior vice president and Chief Financial Officer with Excel Telecommunications from September 2008 through August, 2009 where he led the Finance and Human Resources departments. His experience provides the Board with valuable insight and perspective. Before joining Excel, Mr. Roberson was Chief Financial Officer, Secretary and a Director of Enfora, Inc from 1999 to 2008. Mr. Roberson was a key contributor to growing Enfora from start-up to a mature company with over $100 million in revenues in 2008. Prior to Enfora, Mr. Roberson was Chief Financial Officer, Secretary and a Director of IWL Communications, Inc. from 1996 to 1998. While at IWL, he completed the company’s IPO and was involved in substantial merger and acquisition activity, including the sale of the company to Caprock Communications in 1998. Mr. Roberson also has public accounting and enterprise leadership experience prior to joining IWL.

Mr. Roberson holds a Bachelor of Business Administration Degree in Accounting from the University of Texas at Austin and is a Certified Public Accountant.

David W. Schafer, Senior Vice President, Worldwide Sales

Mr. Schafer has served as Geos Senior Vice President for Worldwide Sales since October of 2009. From 2008 to the beginning of 2009 he was a Managing Partner with Virenta, a consulting firm, and from 2002 until 2008, he served as Senior Vice President of Worldwide Sales of Lantronix.

Mr. Schafer earned a Bachelor of Arts with honors in Business Administration from California State University, Fullerton in 1979.

Bruce Friedman

Mr. Friedman has served as a director of the Company since May 2009 and is the Chairman of our Audit Committee. Mr. Friedman has over thirty-five years of experience in structuring financial transactions and designing marketing campaigns to introduce new, innovative products to the general public. In 2003 Mr. Friedman founded MyBrainTrainer, LLC (“MyBrainTrainer”), which maintains a website to help enhance cognitive function, and has served as its President from 2003 to the present. Additionally, Mr. Friedman was the founder and President from 1992 to 2009 of Heart Check America, Inc., an operator of medical imaging facilities specializing in cardiac screening examinations. Previously, he was a commercial real estate broker from 1988 to 1992 and Chief Financial Officer of Pacific Triangle Management Corporation from 1977 to 1985, a Beverly Hills based real estate developer. From 1973 to 1976, he was a Certified Public Accountant for Arthur Andersen & Co. and performed audits of public companies. His experience provides the Board with valuable insight and perspective. Mr. Friedman received an M.B.A. from The Wharton School and a B.A. from State University of New York at Stony Brook.

Osmo Aimo Antero Hautanen, Director

Mr. Hautanen has served as a director of the Company since February 2009. Mr. Hautanen is CEO of Magnolia Broadband and owner of Cosmos Consulting, Inc. of Dallas, Texas. Previously, Mr. Hautanen served as the CEO of Fenix LLC, the holding company for Union Pacific Corporation’s extensive portfolio of technology assets and operating companies including Nexterna, a mobile resource management and wireless data company; Timera, an enterprise workforce management software company; and Transentric, a supply chain and e-commerce software company. Earlier, Mr. Hautanen was CEO of Denver-based FormusCommunications, an international wireless telecommunications start-up. Prior to Formus, he was President-Americas of Philips Consumer Communications where he established consumer communications activities in North and South America, overseeing all aspects of creating and developing the Americas’ markets for the company’s complete range of wireless, PCS and paging products.

Prior to Philips, Mr. Hautanen held several executive positions over an 18-year period with Nokia, the global leader in wireless communications, where he held the positions of Vice President and General Manager for Personal Communications Services, helped launch the Latin American division, and was Vice President of Sales and Marketing for the U.S. He began his career with Nokia serving in numerous technical positions involving design, project management and customer service. His experience provides the Board with valuable insight and perspective.

Mr. Hautanen holds a BS in control engineering from the Technical College of Varkaus, Varkaus, Finland and an MBA in international business from Georgia State University.

Frederick Mapp, Director

Mr. Mapp has served as a director of the Company since June of 2009. Mr. Mapp has more than 40 years of experience in the areas of information technology systems, applications, infrastructure support, customer support and consulting services. During that time he has held senior executive-level positions with companies such as InfoSpan, American Express and IBM as well as the position of chief information officer for Advanced Micro Devices (AMD) and Honeywell. In addition, Mr. Mapp served as CEO and president of the World Congress on Information Technology, a forum that is held every two years under the direction of the World Information Technology Services Alliance. His experience provides the Board with valuable insight and perspective. Mr. Mapp attended the University of New Haven and majored in electrical engineering.

Timothy McGeehan, Director

Mr. McGeehan has served as a director of the Company since October 2008. From August 1988 to May 2008, Mr. McGeehan, was employed in a senior executive capacity for Best Buy and oversaw Best Buy Mobile and the enterprise’s expanding global wireless business, through its strategic relationship with The Carphone Warehouse Group PLC (CPW). Mr. McGeehan was responsible for the rollout of Best Buy Mobile across North America and internationally; he also played a key leadership role in the enterprise’s international expansion. His experience provides the Board with valuable insight and perspective. Mr. McGeehan attended North Dakota State University and served four years in the U.S. Army.

Michael Reardon, Director

Mr. Reardon has served as a director of the Company since June of 2009. Mr. Reardon has more than 25 years experience as an entrepreneur, consultant, director and marketing expert in the fields of telecommunications, finance and manufacturing, and brings valuable insight and perspective to the Board. Currently, Mr. Reardon is the president of ProVision Communications, a telecommunications consulting firm established in 2000. Mr. Reardon holds a Bachelor of Science degree in economics from Arizona State University. Mr. Reardon also serves as director of Hyperflo, a manufacturer of precision cleaning equipment, and sits on the board of Nelnet, Inc., one of the leading education and finance companies in the United States.

Jonathan Serbin, Director, Chief Executive Officer, Geos Asia

Mr. Serbin has served as a director of the Company since March of 2010, and currently serves as Chief Executive Officer of D Mobile, Inc. Prior to D Mobile, Mr. Serbin was the Chief Financial Officer and Chief Strategic Officer at EBT Mobile (LSE: EBT), a leading Chinese mobile-phone retail chain. He has also served as the President of Sinosure Financial Group, a financial advisory firm focused on China’s media and retail sector. His experience brings valuable insight and perspective to the Board. Earlier in his career, Mr. Serbin was an investment banker at Lehman Brothers, focusing on communications, media and entertainment mergers and acquisitions, and was also a corporate attorney at Coudert Brothers, focusing on international corporate finance and mergers and acquisitions in the media sector. Additionally, he was previously Chief Financial Officer of Hana Biosciences (NASDAQ: HNAB.OB).

Meetings and Committees of the Board of Directors

During the year ended December 31, 2009, the Company had approximately eight telephonic meetings and one physical meeting of its Board of Directors. All members of the Board of Directors were present at the Company’s 2009 Annual Meeting of Shareholders.

The Company does not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors, who seek to nominate directors bringing a wide range of experience and skills to the management of Geos.

The compensation committee of the Board of Directors consists of Mr. Reardon and Mr. Friedman, each being an independent director. The compensation committee reviews the performance of the executive officers of the Company and reviews the compensation programs and agreements for key employees including salary and bonus levels.

Mr. McGeehan, Mr. Mapp, Mr. Reardon, Mr. Friedman and Mr. Hautanen are the Company’s independent directors as defined under NASDAQ Rule 5605(a)(2).

Audit Committee

The audit committee of the Board of Directors consists of Mr. Friedman, who is the Chairman of the Audit Committee, and Mr. Mapp, each being an independent director of the Company. The audit committee reviews actions with respect to various auditing and accounting matters, including the selection of the Company’s independent public accountants, the scope of the annual audits, the nature of non-audit services, the fees to be paid to the independent public accountants, and the accounting practices of the Company. The Company does not currently have an audit committee financial expert serving on its audit committee because we believe that the members of our Board are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Company may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to its ability to locate and compensate such a person.

Corporate Governance Committee and Code of Ethics

The Corporate Governance Committee of the Board of Directors consists of Mr. Reardon and Mr. McGeehan. The primary purpose of the Corporate Governance Committee is the establishment and review of the Company’s Code of Business Conduct and Ethics, which was originally adopted in October of 2009, and applies to all of the Company’s employees, including the Company’s executive officers. A copy of the Company’s Code of Business Conduct and Ethics is available on the Company’s website at www.geoscommunications.com. Additionally, the Company will provide to any person without charge, upon request, a copy of the Company’s Code of Business Conduct and Ethics. Such requests should be directed to the Secretary of Geos Communications, Inc. at 430 North Carroll Avenue, Suite 120, Southlake, Texas, 76092.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and all persons (“Reporting Persons”) who beneficially own more than 10% of the outstanding shares of Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of the Common Stock and other equity securities of the Company. Reporting Persons are also required to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely upon a review of the copies of such forms furnished to the Company for the year ended December 31, 2009, and the information provided to the Company by Reporting Persons of the Company, no Reporting Person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis, except that (i) each of Messrs. Arena, Berman, Miltenberger, Friedman, Mapp, McGeehan and Reardon failed to timely file reports of changes in ownership on Form 4 (or annual statements on Form 5) reflecting, among other things, the granting and vesting of certain stock options in 2009 and (ii) Stephen F. Butterfield, a beneficial owner of more than 10% of the outstanding shares of Common Stock, failed to timely file an initial report of ownership on Form 3 reflecting a total of 7 transactions in which he acquired beneficial ownership of shares of the Company’s Series F Convertible Preferred Stock and warrants for the purchase of Common Stock.

Item 11. Executive Compensation.

~~Executive Compensation~~The information required by Item 11 is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

The following table sets forth certain information regarding cash and non-cash compensation earned during each of the Company’s last two fiscal years by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, (iii) the three most highly compensated executive officers other than our CEO and CFO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2009, and (iv) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during the fiscal year ended December 31, 2009 (the “Named Executive Officers”).

Summary Compensation table
Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($) (5)		Non- Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Paul R. Arena (1),	2008	$	206,250	$	—		—	$	—		—		—		—	$	206,250
Chairman, CEO, and CFO	2009		254,162		—		—		371,885		—		—		15,740		641,787
Andrew Berman (2)	2008				—		—				—		—		—		—
Chief Executive Officer	2009		219,792		—		—		351,870		—		—		—		571,662
Christopher Miltenberger,	2008		120,000		—		—				—		—		—		120,000
President & Chief Operating Officer	2009		179,848		—		—		265,975		—		—		—		445,823
David W. Schafer(3)					—		—				—		—		—		—
Sr. V. P. of Worldwide Sales	2009		105,000		—		—		94,325		—		—		—		199,325
Richard H. Roberson (4)	2008				—		—				—		—		—		—
Chief Financial Officer	2009		68,642		—		—		94,325		—		—		6,995		169,962

(1) Mr. Arena served as Chief Executive Officer of Geos until April 20, 2009, and as Chief Financial Officer until August 24, 2009.

(2) Mr. Berman has served as Chief Executive Officer of Geos since April 20, 2009.

(3) Mr. Schafer has served as Sr. V.P. of Worldwide Sales of Geos since June 1, 2009

(4) Mr. Roberson has served as Chief Financial Officer of Geos since August 24, 2009.

(5) 2009 Awards are equal to the grant date fair value of the entire award.

Outstanding Equity Awards at Fiscal Year-End

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That “Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Paul R. Arena
		159,722		90,278				.70		12/2011
		62,500		187,500				.80		2/2012
		88,889		311,111				.70		3/2012
Andrew L Berman
		83,333		116,667				1.00		3/2012
		41,667		58,333				1.20		8/2011
		12,500		37,500				.70		2/2012
		88,889		311,111				.70		3/2012
				250,000	(1)			.40		9/2014
Christopher Miltenberger
		88,889		111,111				1.30		7/2011
		25,000		75,000				.70		2/2012
		44,444		155,556				.70		3/2012
				250,000	(1)			.40		9/2014
David W. Shafer				250,000	(1)			.40		9/2014
Richard H. Roberson				250,000	(1)			.40		9/2014

(1) At a special meeting of the Board of Directors held on October 15, 2009, the Board approved the Company’s 2009 Omnibus Long Term Incentive Plan (the “Plan”). A Registration Statement on Form S-8, filed on January 8, 2010, registered a total of 6,000,000 shares of Common Stock authorized for issuance under the Plan. The plan will be presented to shareholders for approval at the next Annual Meeting. The Company has granted options to purchase 2,510,000 shares under the plan, which options are subject to the Plan being approved by shareholders prior to October 15, 2010.

Employment Agreements

On April 20, 2009, the Company entered into Employment Agreements with each of Andrew L. Berman, Paul R. Arena, Christopher R. Miltenberger, and Douglas F. Bender, all of which were subsequently amended on June 24, 2009.

As amended, the Berman Employment Agreement provides for, among other things: (i) employment as Chief Executive Officer of the Company; (ii) a two-year term, subject to annual extensions at the option of the Company; (iii) a base salary of $275,000, and an annual bonus of up to 50% of such base salary; (iv) a grant of 4,000,000 stock options, at an exercise price of $0.07 per share, which options shall have a five-year term, and 1,000,000 of which vest 1/36 over three-years, and the remaining 3,000,000 of which will vest upon the attainment of certain performance hurdles; and (v) change of control protection.

The Arena Employment Agreement provided for, among other things: (i) employment as Executive Chairman of the Board, Chief Financial Officer and Secretary of the Company; (ii) a two-year term, subject to annual extensions at the option of the Company; (iii) a base salary of $275,000, and an annual bonus of up to 50% of such base salary; (iv) a grant of 4,000,000 stock options, at an exercise price of $0.07 per share, which options shall have a five-year term, and 1,000,000 of which vest 1/36 over three-years, and the remaining 3,000,000 of which will vest upon the attainment of certain performance hurdles; and (v) change of control protection. The Arena Employment Agreement terminated on March 10, 2010.

As amended, the Miltenberger Employment Agreement provides for, among other things: (i) employment as President and Chief Operating Officer of the Company; (ii) a two-year term, subject to annual extensions at the option of the Company; (iii) a base salary of $200,000 and an annual bonus of up to 50% of such base salary; (iv) a grant of 2,000,000 stock options, at an exercise price of $0.05 per share, which options shall have a five-year term, and 500,000 of which vest 1/36 over three-years, and the remaining 1,500,000 of which will vest upon the attainment of certain performance hurdles; and (v) change of control protection.

On August 24, 2009, the Company and Richard H. Roberson entered into an Employment Agreement, dated August 24, 2009, which provides for, among other things: (i) employment as Chief Financial Officer of the Company; (ii) a twelve-month term; (iii) a base salary of Fifteen Thousand, Eight Hundred and Thirty-Three Dollars and 33/100 ($15,833.33) per month, and an annual bonus of up to 50% of such base salary; (iv) eligibility to receive options as determined by the Board of Directors from time to time; and (iv) upon a change of control, full vesting of any options or similar securities held by Mr. Roberson.

On October 1, 2009, the Company and David Schafer entered into an Employment Agreement, dated August 24, 2009, which provides for, among other things: (i) employment as Senior Vice President–Worldwide Sales of the Company; (ii) a twelve-month term; (iii) a base salary of Fifteen Thousand Dollars ($15,000.00) per month, and an annual bonus of up to 50% of such base salary; (iv) eligibility to receive options as determined by the Board of Directors from time to time; and (iv) upon a change of control, full vesting of any options or similar securities held by Mr. Schafer.

~~Director Compensation~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The ~~following~~ ~~table~~information ~~provides~~required ~~compensation~~by ~~information~~Item ~~for~~12 is incorporated herein by reference to our ~~directors~~definitive ~~during~~proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year ~~ended~~covered ~~December~~by ~~31,~~this ~~2009:~~report.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Bruce Friedman		—	$	49,721		—		—		—	$	49,721
Fred Mapp		—		65,592		—		—		—		65,592
Timothy McGeehan		—		19,717		—		—		—		19,717
Michael Reardon		—		53,533		—		—		—		53,533

Item 13. Certain Relationships and Related Transactions and Director Independence.

~~(1)~~ The ~~award~~information ~~amount~~required ~~represents~~by ~~the~~Item ~~grant~~13 ~~date~~is ~~fair~~incorporated ~~value~~herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the ~~entire~~fiscal ~~award~~year covered by this report.

Item 12 14. ~~Security~~ ~~Ownership~~Principal ofAccountant ~~Certain~~Fees ~~Beneficial Owners~~ and ~~Management and Related Stockholder Matters~~Services.

~~Beneficial Ownership~~The information required by Item 14 is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and / or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect of security through any contract, arrangement, understanding, or relationship or otherwise, subject to community property laws where applicable.

As of March 30, 2010, the Company had a total of 32,647,642 shares of Common Stock issued and outstanding, which is the only issued and outstanding voting equity security of the Company.

The following table sets forth, as of March 30, 2010; (a) the names of each beneficial owner of more than five percent (5%) of the Company’s Common Stock known to the Company, the number of shares of Common Stock beneficially owned by each such person, and the percent of the Company’s Common Stock so owned; and (b) the names of each director and executive officer, the number of shares of Common Stock beneficially owned and the percentage of the Company’s Common Stock so owned, by each such person, and by all directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.

	Common Stock Beneficially Owned (1)
Name of Beneficial Owner (2)	Number of Shares of Common Stock			Percentage of Class (3)
Paul Arena		2,079,127	(4)		6.28	%
Andrew Berman†‡		1,573,611	(5)		4.60	%
Christopher Miltenberger‡		1,477,778	(6)		4.33	%
Timothy McGeehan†		130,555	(7)		0.40	%
Richard H. Roberson†‡		-			-
David W. Schafer‡		-			-
Bruce Friedman†		1,003,035	(8)		3.06	%
Osmo Aimo Antero Hautanen†		-			-
Frederick Mapp†		61,111	(9)		0.19	%
Michael Reardon†		61,111	(10)		0.19	%
Jonathan Serbin†		3,498,440	(11)		9.68	%
Vestal Venture Capital 6471 Enclave Way Boca Raton, FL 33496		6,884,013	(12)		21.09	%
Stephen F. Butterfield 6991 E. Camelback Road, Suite B-290 Scottsdale, AZ 85251		7,000,219	(13)		17.66	%
All executive officers and directors as a group (8 persons)		7,805,641			22.44	%

† Director of the Company

‡ Officer of the Company

* Owns less than .1%

(1) Unless otherwise noted, all of the shares shown are held by individuals or entities possessing sole voting and investment power with respect to such shares. Shares not outstanding but deemed beneficially owned by virtue of the right of a person or member of a group to acquire them within 60 days of March 30, 2010, are treated as outstanding only when determining the amount and percentage owned by such individual or group.

(2) The address of each executive officer and director of the Company is 430 North Carroll Avenue, Suite 120, Southlake, Texas, 76092.

(3) In accordance with regulations of the SEC, the percentage calculations are based on shares of Common Stock issued and outstanding as of March 30, 2010, plus shares of Common Stock which may be acquired within 60 days of March 30, 2010, by each individual or group listed.

(4) Represents (i) 1,616,017 shares of Common Stock owned by Mr. Arena, and (ii) 463,110 shares of Common Stock issuable upon exercise of certain options.

(5) Represents (i) 1,573,611 shares of Common Stock issuable to Mr. Berman upon exercise of certain options and warrants. Of this amount 1,250,000 shares of Common Stock are issuable upon exercise of certain warrants to Virenta, LLC of which Mr. Berman shares voting power with Mr. Miltenberger and 5 other persons.

(6) Represents (i) 1,477,778 shares of Common Stock issuable to Mr. Miltenberger upon exercise of certain options and warrants. Of this amount 1,250,000 shares of Common Stock are issuable upon exercise of certain warrants to Virenta, LLC of which Mr. Miltenberger shares voting power with Mr. Berman and 5 other persons.

(7) Represents 130,555 shares of Common Stock issuable to Mr. McGeehan upon exercise of certain options and warrants.

(8) Represents (i) 903,039 shares of Common Stock owned by Mr. Friedman, and (ii) 99,996 shares of Common Stock issuable upon exercise of certain options.

(9) Represents 61,111 shares of Common Stock issuable upon exercise of certain options.

(10) Represents 61,111 shares of Common Stock issuable upon exercise of certain options.

(11) Represents 3,435,500 shares of Common Stock issuable to Mr. Serbin upon the conversion of shares of Series G Preferred Stock and 62,940 shares of Common Stock issuable to Mr. Serbin upon the exercise of certain warrants.

(12) Represents 6,209,013 shares of Common Stock held by Vestal Venture Capital. Mr. Allan Lyons, managing partner of 21st Century Strategic Investment Planning, LC is the General Partner on behalf of Vestal Venture Capital in voting these shares of Common Stock. Also includes 675,000 of shares of Common Stock held by 21st Century Strategic Investment Planning, LC.

(13) Represents (a) 5,300,000 shares of Common Stock issuable to Butterfield Family Trust U/A/D 1/12/1999 upon the exercise of certain warrants and (b) 1,700,219 shares of Common Stock issuable to the Stephen F. Butterfield 2009 Grantor Retained Annuity Trust upon conversion of shares of Series F Convertible Preferred Stock. As trustee of both the Butterfield Family Trust U/A/D 1/12/1999 and the Stephen F. Butterfield 2009 Grantor Retained Annuity Trust, Stephen F. Butterfield may be deemed to have beneficial ownership of these shares.

Item 13. Certain Relationships and Related Transactions and Director Independence

Described below are certain transactions or series of transactions between us and our executive officers, directors and the beneficial owners of 5% or more of our common stock, on an as converted basis, and certain persons affiliated with or related to these persons, including family members, in which they had or will have a direct or indirect material interest in an amount that exceeds the lesser of $120,000 or 1% of the average of our total assets as of year-end for the last three completed fiscal years, other than compensation arrangements that are otherwise required to be described under “Executive Compensation.”

On September 8, 2009, the Company entered into a Second Amendment to Marketing Agreement (the “Second Amendment”) amending that certain Marketing Agreement dated as of April 22, 2008 (the “Marketing Agreement”), by and between the Company and Virenta, LLC, a Texas limited liability company (“Virenta”), as previously amended pursuant to an Amendment to Marketing Agreement dated October 22, 2008. Virenta is affiliated with certain of the Company’s officers and directors: both Andrew L. Berman (the Company’s Chief Executive Officer and a member of the Company’s Board of Directors) and Christopher Miltenberger (the Company’s President and Chief Operating Officer) own membership interests in Virenta.

Pursuant to the Second Amendment, the Company and Virenta agreed to (i) reduce the monthly payment owed to Virenta for services rendered under the Marketing Agreement from $22,916.00 to $7,500.00, (ii) eliminate other additional monthly and quarterly payments based on revenues generated by Virenta’s marketing efforts, and (iii) eliminate provisions addressing web-based marketing efforts and sale of wholesale airtime minutes by Virenta.

On November 19, 2009, pursuant to the terms of subscription agreement dated November 19, 2009 (in the form attached hereto as Exhibit 10.01, the “Subscription Agreement”) and for a total purchase price of $1,500,000, the Company issued to Steven F. Butterfield, Living Trust U/A/D 01/12/1999 (i) 1,500 shares of Series F Convertible Preferred Stock, no par value per share (the “Series F Preferred Shares”), and (ii) a three-year warrant (in the form attached hereto as Exhibit 10.02, the “Warrants”) to purchase 1,500,000 shares of the Company’s common stock, no par value per share (“Common Stock”), at a price of $0.625 per share.

On December 17, 2009, pursuant to the terms of Subscription Agreement dated December 17, 2009 and for a total purchase price of $150,000, the Company issued to Scott B. Butterfield and Susie Molenaar Butterfield (i) 150 shares of Series F Preferred Shares and (ii) a three-year Warrant to purchase 150,000 shares of the Company’s Common Stock, at a price of $0.625 per share. Mr. Scott Butterfield is the brother of Mr. Stephen F. Butterfield, a beneficial owner of more than 10% of the outstanding Common Stock.

On December 27, 2009, pursuant to the terms of Subscription Agreement dated December 27, 2009 and for a total purchase price of $10,000, the Company issued to Kristi Reardon (i) 10 shares of Series F Preferred Shares and (ii) a three-year Warrant to purchase 10,000 shares of the Company’s Common Stock, at a price of $0.625 per share. Ms. Kristi Reardon is the daughter of Michael D. Reardon, a member of the board of directors of the Company.

Mr. Reardon, Mr. Mapp, Mr. McGeehan, Mr. Friedman and Mr. Hautanen are the Company’s independent directors as defined under NASDAQ Rule 5605(a)(2).

The Company believes that the foregoing transactions with its officers and directors were on terms no less favorable to the Company than could have been obtained from independent third parties.

Item 14. Principal Accounting Fees and Services

Audit Fees

Freedman & Goldberg, CPA’s (“Freedman”) billed $82,321 in Audit Fees for fiscal year 2008 and $80,741 for fiscal year 2009. BDO Seidman, LLP (“BDO”) has billed and received pre-approval for fees of $220,000 in Audit Fees for fiscal year 2009, including fees for the restatement of our quarterly financial statements on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 2009.

Tax Fees

Freedman billed $3,750 for fiscal year 2008 and $4,479 for fiscal year 2009 for tax compliance, tax advice and tax planning. These services provided by Freedman included the preparation of the Company’s federal and state tax returns for 2007 and 2008, respectively. BDO billed $14,658 for tax planning and consulting services for the fiscal year 2009.

All Other Fees

BDO billed $22,000 for due diligence assistance services for fiscal year 2009. Freedman did not bill for any additional fees during the 2008 or 2009 fiscal year.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company’s Audit Committee is required to pre-approve all audit and non-audit services performed by the Company’s independent auditors. The Company’s Audit Committee, however, has not adopted any general pre-approval policy with regard to specified audit or non-audit services which may be provided by the independent auditors, but requires that the Company’s Audit Committee grant specific pre-approval of each audit or non-audit service to be provided by the independent auditor before the independent auditor is engaged to render such service.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Financial Statements; Schedules

Our consolidated financial statements for the years ended December 31, ~~2009~~ 2010 and ~~2008~~2009 begin ~~after~~on ~~the~~page ~~following~~F-1 ~~Exhibit~~of ~~listing~~this annual report on Form 10-K. We are not required to file any financial statement schedules.

Exhibits

The Exhibit Table ~~beginning~~ on the following page lists those documents that we are required to file with this annual report on Form 10-K.

Exhibit Table

Exhibit No.	Exhibit	Method of Filing
2.1	Agreement and Plan of Merger by and among Geos Communications, Inc., Duo Guo Acquisition, Inc., Jonathan Serbin and D Mobile, Inc.	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 19, 2010.
2.2	Agreement and Plan of Merger dated as of February 19, 2010 by and among Geos Communications, Inc., Shoot It! Acquisition, Inc., Shoot It!, LLC and certain security holders of Shoot It!, LLC.	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 25, 2010.
2.3	First Amendment to Agreement and Plan of Merger by and among Geos Communications, Inc., Duo Guo Acquisition, Inc., Jonathan Serbin and D Mobile, Inc. dated as of March 1, 2010.	Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on March 11, 2010.
3.1	Articles of Incorporation, as amended.	Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003.
3.2	Bylaws.	Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003.
3.3	Amendment to the Company’s Articles of Incorporation filed June 3, 2004	Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.
3.4	Certificate of Designations of Rights and Preferences of Series D Preferred Stock	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 13, 2004.
3.5	Certificate of Designations of Rights and Preferences of Series E Preferred Stock	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 22, 2005.
3.6	Amendment to Certificate of Designations of Rights and Preferences of Series E Preferred Stock	Incorporated by reference to Exhibit 3.1.8 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006.
3.7	Amendment to the Company’s Articles of Incorporation filed July 13, 2007.	Incorporated by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
3.8	Certificate of Designations of Rights and Preferences of Series F Preferred Stock	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 30, 2009.
3.9	Amendment to the Company’s Articles of Incorporation filed May 11, 2009.	Incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
3.10	Amendment to Certificate of Designations of Rights and Preferences of Series F Preferred Stock	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 10, 2009.
3.11	Certificate of the Designations, Preferences, Rights and Limitations of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of i2 Telecom IP Holdings, Inc.	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 1, 2009.
3.12	Amendment to the Company’s Articles of Incorporation filed September 10, 2009.	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 10, 2009.
3.13	Certificate of Designations of Rights and Preferences of Series G Convertible Preferred Stock	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 19, 2010.

Exhibit No.	Exhibit	Method of Filing
3.14	Amendment to Bylaws, dated February 12, 2010	Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 19, 2010.
3.15	Certificate of Designations of Rights and Preferences of Preferred Stock Series H	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 10, 2010.
3.16	Certificate of Designations of Rights and Preferences of Preferred Stock Series I	Incorporated by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
3.17	Articles of Correction to Certificate of Designations of Rights and Preferences of Preferred Stock Series I	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 3, 2010
4.1	Amended and Restated 2004 Stock Incentive Plan	Incorporated by reference to Exhibit 4.1 to the Company’s Post-Effective Amendment No. 3 to Form S-8 Registration Statement filed June 25, 2009.
4.2	2009 Omnibus Long Term Incentive Plan*	Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement filed January 8, 2010.
10.1	Employment Agreement, dated April 20, 2009, by and between the Company and Andrew L. Berman.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 24, 2009.
10.2	Employment Agreement, dated April 20, 2009, by and between the Company and Paul R. Arena.	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 24, 2009.
10.3	Employment Agreement, dated April 20, 2009, by and between the Company and Christopher R. Miltenberger.	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 24, 2009.
10.4	Employment Agreement, dated April 20, 2009, by and between the Company and Douglas F. Bender.	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed April 24, 2009.
10.5	Form of Non-Negotiable Secured Promissory Note.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 4, 2009.
10.6	Form of Term Loan Agreement.	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 4, 2009.
10.7	Form of Warrant	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 4, 2009.
10.8	Form of Registration Rights Agreement.	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 4, 2009.
10.9	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.66 to the Company’s Current Report on Form 8-K filed May 8, 2009.
10.10	Form of Warrant	Incorporated by reference to Exhibit 4.60 to the Company’s Current Report on Form 8-K filed May 8, 2009.
10.11	Warrant	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 10, 2009.
10.12	Amended and Restated Warrant	Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 10, 2009.

Exhibit No.	Exhibit	Method of Filing
10.13	Subscription Agreement	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 10, 2009.
10.14	Exchange Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 10, 2009.
10.15	Amendment to Arena Employment Agreement, dated June 24, 2009.	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2009.
10.16	Amendment to Bender Employment Agreement, dated June 24, 2009.	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 29, 2009.
10.17	Amendment to Berman Employment Agreement, dated June 24, 2009.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2009.
10.18	Amendment to Miltenberger Employment Agreement, dated June 24, 2009.	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2009.
10.19	First Amendment to Subscription Agreement, dated June 26, 2009.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 1, 2009.
10.20	Employment Agreement, dated August 24, 2009, by and between the Company and Richard Roberson.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2009.
10.21	Form of Warrant	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 10, 2009.
10.22	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 10, 2009.
10.23	Second Amendment to Marketing Agreement, dated September 8, 2009.	Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 10, 2009.
10.24	Form of Warrant	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 9, 2010.
10.25	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 9, 2010.
10.26	Drawdown Promissory Note issued to Butterfield Family Trust U/A/D 1/12/99 dated February 23, 2010 in an amount up to $2,000,000.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2010.
10.27	Form of Warrant	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed March 31, 2010.
10.28	Amended and Restated Drawdown Promissory Note issued to Butterfield Family Trust U/A/D 1/12/99 dated May 21, 2010	Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
10.29	Asset Purchase Agreement, dated October 25, 2010, by and among MGTCO Holdings, L.L.C., Geos Communications, Inc., and Geos Communications IP Holdings, Inc.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2010.

Exhibit No.	Exhibit	Method of Filing
3.7	Amendment to the Company’s Articles of Incorporation filed July 13, 2007	Incorporated by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
10.30	Employment Agreement, dated January 7, 2011, by and between the Company and Cynthia Gordon	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2011.
3.8	Certificate of Designations of Rights and Preferences of Series F Preferred Stock	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 30, 2009
14.1	Code of Ethics and Conduct.	Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-KSB filed April 4, 2006.
3.9	Amendment to the Company’s Articles of Incorporation filed May 11, 2009	Incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
21.1	Subsidiaries of the Company.	Filed herewith.
3.10	Amendment to Certificate of Designations of Rights and Preferences of Series F Preferred Stock	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 10, 2009
23.1	Consent of BDO USA, LLP	Filed herewith.
3.11	Certificate of the Designations, Preferences, Rights and Limitations of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of i2 Telecom IP Holdings, Inc.	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 1, 2009
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.	Filed herewith.
3.12	Amendment to the Company’s Articles of Incorporation filed September 10, 2009	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 10, 2009
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.	Filed herewith.
3.13	Certificate of Designations of Rights and Preferences of Series G Convertible Preferred Stock	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 19, 2010
32.1	Section 1350 Certification of the Company’s Principal Executive Officer.	Filed herewith.
3.14	Amendment to Bylaws, dated February 12, 2010	Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 19, 2010
32.2	Section 1350 Certification of the Company’s Principal Financial Officer.	Filed herewith.
4.1	Amended and Restated 2004 Stock Incentive Plan	Incorporated by reference to Exhibit 4.1 to the Company’s Post-Effective Amendment No. 3 to Form S-8 Registration Statement filed June 25, 2009
4.2	2009 Omnibus Long Term Incentive Plan*	Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement filed January 8, 2010
10.1	Form of Non-Negotiable Secured Promissory Note.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 30, 2008
10.2	Form of Term Loan Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 30, 2008
10.3	Form of Warrant	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 30, 2008

Exhibit No.	Exhibit	Method of Filing
10.4	Form of Registration Rights Agreement.	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 30, 2008
10.5	Employment Agreement, dated August 5, 2008 and effective August 18, 2008, by and between i2 Telecom International, Inc. and Christopher R. Miltenberger	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 14, 2008
10.6	Form of Non-Negotiable Secured Promissory Note	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 3, 2008
10.7	Form of Term Loan Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 3, 2008
10.8	Form of Warrant	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 3, 2008
10.9	Form of Registration Rights Agreement	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed October 3, 2008
10.10	Form of Non-Negotiable Secured Promissory Note	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.11	Form of Term Loan Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.12	Form of Warrant.	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.13	Form of Registration Rights Agreement	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.14	12% Non-Negotiable Secured Promissory Note issued by the Registrant to Vestal Venture Capital, dated January 30, 2009	Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.15	Term Loan Agreement between the Registrant and Vestal Venture Capital, dated January 30, 2009	Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.16	Pledge Agreement between the Registrant and Vestal Venture Capital, dated January 30, 2009	Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed March 10, 2009
10.17	Employment Agreement, dated April 20, 2009, by and between the Company and Andrew L. Berman. Represents an executive compensation plan or arrangement*	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 24, 2009

Exhibit No.	Exhibit	Method of Filing
10.18	Employment Agreement, dated April 20, 2009, by and between the Company and Paul R. Arena. Represents an executive compensation plan or arrangement*	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 24, 2009
10.19	Employment Agreement, dated April 20, 2009, by and between the Company and Christopher R. Miltenberger. Represents an executive compensation plan or arrangement*	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 24, 2009
10.20	Employment Agreement, dated April 20, 2009, by and between the Company and Douglas F. Bender. Represents an executive compensation plan or arrangement*	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed April 24, 2009
10.21	Form of Non-Negotiable Secured Promissory Note	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 4, 2009
10.22	Form of Term Loan Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 4, 2009
10.23	Form of Warrant	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 4, 2009
10.24	Form of Registration Rights Agreement	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 4, 2009
10.25	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.66 to the Company’s Current Report on Form 8-K filed May 8, 2009
10.26	Form of Warrant	Incorporated by reference to Exhibit 4.60 to the Company’s Current Report on Form 8-K filed May 8, 2009
10.27	Warrant	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 10, 2009
10.28	Amended and Restated Warrant	Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 10, 2009
10.29	Subscription Agreement	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 10, 2009

Exhibit No.	Exhibit	Method of Filing
10.30	Exchange Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 10, 2009
10.31	Amendment to Arena Employment Agreement, dated June 24, 2009*	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2009
10.32	Amendment to Bender Employment Agreement, dated June 24, 2009*	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 29, 2009
10.33	Amendment to Berman Employment Agreement, dated June 24, 2009*	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2009
10.34	Amendment to Miltenberger Employment Agreement, dated June 24, 2009*	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2009
10.35	First Amendment to Subscription Agreement, dated June 26, 2009	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 1, 2009
10.36	Employment Agreement, dated August 24, 2009, by and between the Company and Richard Roberson*	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2009
10.37	Form of Warrant	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 10, 2009
10.38	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 10, 2009
10.39	Second Amendment to Marketing Agreement, dated September 8, 2009	Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 10, 2009
10.40	Form of Warrant	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 9, 2010
10.41	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 9, 2010
10.42	Drawdown Promissory Note issued to Butterfield Family Trust U/A/D 1/12/99 dated February 23, 2010 in an amount up to $2,000,000	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2010
14.1	Code of Ethics and Conduct	Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-KSB filed April 4, 2006

Exhibit No.	Exhibit	Method of Filing
16.1	Letter from Freedman & Goldberg Certified Public Accountants, a Professional Corporation, regarding change in certifying accountant	Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on December 3, 2009
21.1	Subsidiaries of the Company	Filed herewith.
23.1	Consent of BDO Seidman, LLP	Filed herewith
23.2	Consent of Freedman & Goldberg Certified Public Accounts, a Professional Corporation	Filed herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer	Filed herewith
32.1	Section 1350 Certification of the Company’s Principal Executive Officer	Filed herewith
32.2	Section 1350 Certification of the Company’s Principal Financial Officer	Filed herewith

* Management contract, compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GEOS COMMUNICATIONS, INC.
By:	/s/ Andrew L. Berman	~~/s/ Andrew L. Berman~~
	Andrew L. Berman	~~Andrew L. Berman~~
	Chief Executive Officer	~~Chief Executive Officer~~
Date:		May 7, 2010
	Date: April 7, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Andrew Berman
Andrew Berman	Chief Executive Officer (Principal Executive Officer) and Director	~~May~~April 7, ~~2010~~2011
/s/ Richard Roberson
/s/ Cynthia T. Gordon
Richard Roberson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 7, 2010
Cynthia T. Gordon	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 7, 2011
/s/ Michael Reardon
Michael Reardon	Director	~~May~~April 7, ~~2010~~2011
/s/ Frederick Mapp
Frederick Mapp	Director	~~May~~April 7, ~~2010~~2011
/s/ Bruce Friedman
Bruce Friedman	Director	~~May~~April 7, ~~2010~~2011
/s/ Jonathan Serbin
Jonathan Serbin	Director	May 7, 2010

3732

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Geos Communications, Inc.

Southlake, Texas

We have audited the accompanying consolidated balance sheet of Geos Communications, Inc. and subsidiaries (“the Company”) as of December 31, 2009 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Geos Communications, Inc. and subsidiaries at December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Geos Communications, Inc. and subsidiaries will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, Geos Communications, Inc. and subsidiaries has not generated positive cash flows from operations and has accumulated losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Dallas, Texas

May 7, 2010

Report of Independent Registered Public Accountant

To the Board of Directors

i2 Telecom International, Inc. and Subsidiaries

5070 Old Ellis Pointe

Suite 110

Roswell, Georgia 30076

We have audited the accompanying consolidated balance sheet of i2 Telecom International, Inc. and Subsidiaries as of December 31, 2008, and the related consolidated statements of operations, stockholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessment of the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of i2 Telecom International, Inc. and Subsidiaries of December 31, 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company has suffered ongoing losses from operations since its inception. These losses, as well as the uncertain conditions that the Company faces relative to its ongoing debt and equity fund-raising efforts, raise substantial doubt about the company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the company cannot continue in existence.

/s/ Freedman & Goldberg Freedman & Goldberg Certified Public Accountants Farmington Hills, MI April 1, 2009

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2010 AND 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and shareholders

Geos Communications, Inc.:

We have audited the accompanying consolidated balance sheets of Geos Communications, Inc. and subsidiaries (“the Company”) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Geos Communications, Inc. and subsidiaries at December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Geos Communications, Inc. and subsidiaries will continue as a going concern. As discussed in Note 15 to the consolidated financial statements, Geos Communications, Inc. and subsidiaries has not generated positive cash flows from operations and has accumulated losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 15. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BDO USA, LLP

Dallas, TX

April 7, 2011

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, ~~2009~~2010 and ~~2008~~2009

	2009			2008
	2010			2009
ASSETS
Current Assets:
Current Assets
Cash and Cash Equivalents	$	1809,~~041,830~~439		$	21,~~645~~041,830
Inventories		65,050			187,607
Accounts Receivable		25,489			-
Prepaid Expenses and Other Current Assets		1766,~~826~~448			~~213~~17,~~059~~826
Total Current Assets		1901,~~124,706~~376			~~403~~1,~~311~~059,656
Property and Equipment, Net		1684,~~385,526~~421			1,~~253~~145,~~074~~419
Other Assets:
Intangible Assets, Net of Amortization		2,441,900			2,788,947
Goodwill		2,061,944			-
Deposits		83,489			38,840
Other Intangible Assets, Net of Amortization		3,016,634			2,441,900
Investments, at Cost		250,000			-
Deposits		118,222			83,489
Note Receivable		60,000			-
Investment at Cost		-			250,000
Total Other Assets		2,835,389			2,827,787
Note Receivable		-			60,000
Total Assets	$	5,345,621		$	4,484,172
Assets Related to Discontinued Operations		14,442			305,157
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Total Other Assets		5,211,242			3,140,546
Total Assets	$	6,797,039		$	5,345,621
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable	$	~~416~~605,~~509~~650		$	1344,~~129,169~~261
Accrued Expenses (accrued interest of $0, accrued dividends of $176,844, and other accrued expenses of $881,333 for 2009 and $672,921, $27,491 and $570,079, for 2008)		1,058,177			1,270,491
Accrued Expenses		1,678,129			1,091,552
Deferred Revenue		33,374			25,985
Convertible Bonds		50,000			50,000
Convertible Bonds		50,000			100,000
Notes Payable		209,000			9,000
Notes Payable		9,000			2,156,014
Borrowing under Line of Credit		2,600,000			-
Notes Payable-Related Parties		-			1,200,000
Liabilities Related to Discontinued Operations		175,632			72,247
Total Current Liabilities		15,~~567~~318,~~060~~411			51,~~881~~567,~~659~~060
Series A–D, Preferred Shares Subject to Mandatory Redemption		7,880,627			-
Series A-D, Preferred Shares Subject to Mandatory Redemption		9,925,418			7,880,627
Total Liabilities		915,~~447~~243,~~687~~829			59,~~881~~447,~~659~~687
Series F Convertible Preferred Shares, 5,000,000 Shares Authorized, and 7,550 shares Issued and Outstanding		5,047,057			-
Series F Convertible Preferred Shares, 5,000,000 Shares Authorized, and 7,550 shares Issued and Outstanding at December 31, 2010 and 2009		5,047,057			5,047,057
Series G, Convertible Preferred Shares 20,000 Shares Authorized 5,278 Issued and Outstanding at December 31, 2010		4,029,233			-
Series H Convertible Preferred Shares 20,000 Shares Authorized and 350 Issued and Outstanding at December 31, 2010		232,482			-
Series I Convertible Preferred Shares 20,000 Shares Authorized and 427 Issued and Outstanding at December 31, 2010		288,445			-
Commitments And Contingencies
Stockholders’ (Deficit):
Stockholders’ Deficit:
Common Stock, No Par Value, 500,000,000 Shares Authorized , 32,647,842 and 27,278,560 Shares Issued and Outstanding		46,705,124			38,857,041
Common Stock, No Par Value, 500,000,000 Shares Authorized, 37,266,981 and 32,647,842 Shares Issued and Outstanding, respectively at December 31, 2010 and 2009		51,650,077			46,705,124
Accumulated Deficit		(55,854,247	)		(40,254,528	)
Other Comprehensive Income		19,336			-
Total Stockholders’ (Deficit)		(9,149,123	)		(1,397,487	)
Accumulated Deficit		(69,662,170	)		(55,854,247	)
Total Liabilities and Stockholders’ (Deficit)	$	5,345,621		$	4,484,172
Total Geos Communications Inc., Stockholders' Deficit		(17,992,757	)		(9,149,123	)
Non Controlling Interest in Subsidiary		(51,250	)		-
Total Stockhoders' Deficit		(18,044,007	)		(9,149,123	)
Total Liabilities and Stockholders' Deficit	$	6,797,039		$	5,345,621

See Accompanying Notes to Consolidated Financial Statements

4035

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, ~~2009~~2010 and ~~2008~~2009

	2009			2008
	2010			2009
Net Revenue	$	~~344~~82,~~577~~545		$	~~629,824~~-
Cost of Revenue		~~674~~48,~~254~~137			~~705,495~~-
Gross Profit (Loss)		(329,677	)		(75,671	)
Gross Margin		34,408			-
General and Administrative Expenses		9,390,655			7,067,815
Selling, General and Administrative Expenses		6,852,388			(5,187,046	)
Loss From Operations		(96,~~720~~817,~~332~~980	)		(75,~~143~~187,~~484~~046	)
Other Income (Expense):
Interest Income		71,635			-
Other Income		14,790			-
Interest Expense		(12,~~463~~263,~~399~~074	)		(~~989~~1,~~846~~523,281	)
Loss on Extinguishment of Debt		(1,469,523	)		-
Loss on Early Extinguishment of Debt		-			(1,469,523	)
Gain on Forbearance of Debt		~~29,569~~-			229,~~190~~569
Gain on Sale of Technology		-			5,193,620
Total Other Income (Expense)		(2,248,284	)		(2,963,235	)
Total Other Income (Expense)		(2,831,718	)		4,205,964
Loss from continuing operations		(9,066,264	)		(8,150,281	)
Net Loss	$	(12,552,050	)	$	(2,937,520	)
Loss from Discontinued Operations, net of $0 for Tax Benefits (including gain on disposal of $283,522)		(3,337,271	)		(4,401,769	)
Beneficial Conversion Feature on Series F Convertible Preferred Shares		(2,870,825	)		-
Net Loss		(12,403,535	)		(12,552,050	)
Dividends on Preferred Stock	$	(176,844	)		(12,000	)
Less: Net Loss Attributable to Non-controlling Interest in Subsidiary		184,479			-
Net Loss attributable to Common Shareholders	$	(15,599,719	)	$	(2,949,520	)
Net Loss attributable to Geos		(12,219,056	)		(12,552,050	)
Weighted Average Common Shares Outstanding:
Dividends associated with beneficial conversion features on Series H and Series I Preferred Stock		(295,678	)		(2,870,825	)
Basic and Diluted		29,124,906			21,609,742
Dividends for Series F,G,H and I Preferred Stock		(1,293,189	)		(176,844	)
Basic and Diluted Loss Per Common Share:	$	(0.54	)	$	(0.14	)
Net Loss attributable to Geos Common Shareholders	$	(13,807,923	)	$	(15,599,719	)
Weighted Average Common Shares Outstanding:		33,697,595			29,124,906
Basic and Diluted Loss Per Common Share:
Continuing operations	$	(0.31	)	$	(0.39	)
Discontinued operations		(0.10	)		(0.15	)
Net loss attributable to Geos Common Shareholders	$	(0.41	)	$	(0.54	)

See Accompanying Notes to Consolidated Financial Statements

4136

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ ~~EQUITY (~~DEFICIT)\

Years Ended December 31, ~~2009~~2010 and ~~2008~~2009

	Preferred Stock			Preferred Stock			Common Stock			Common Stock		Accumulated Deficit			Total
	Common Stock Shares			Common Stock Amount			Accumulated Deficit Amount			Other Comprehensive Income Amount		Total Stockholders Equity			Noncontrolling Interest Amount			Total Amount
	Shares			Amount			Shares			Amount		Amount			Amount
Balance, December 31, 2008		27,278,560		$	38,857,040		$	(40,254,528	)	$	-	$	(1,397,488	)	$	-		$	(1,397,488	)
Balance, December 31, 2007 (1:10 reverse split applied retroactively)		800		$	800,000			18,375,204		$	33,921,988	$	(37,305,007	)	$	(2,583,019	)
Exercise of Options and Warrants		3,817,760			456,564			-			-		456,564			-			456,564
Conversion of Preferred to Common		(800	)		(800,000	)		400,000			800,000		-			-
Stock Options and Warrants Issued for Services		1,551,522			2,072,789			-			-		2,072,789			-			2,072,789
Exercise of Options and Warrants		-			-			6,767,230			501,552		-			501,552
Issuance of warrants in connection with Series F Preferred Shares, net of issuance costs of $55,037		-			2,447,906			-			-		2,447,906			-			2,447,906
Stock Compensation											2,081,250					2,081,250
Net Loss for the Year Ended December 31, 2009		-			-			(12,552,050	)		-		(12,552,050	)		-			(12,552,050	)
Stock and Warrants Issued for Services and Debt		-			-			1,736,126			1,552,250		-			1,552,250
Beneficial Conversion Features for Series F Preferred Shares		-			2,870,825			(2,870,825	)		-		-			-			-
Net Loss for the Year Ended December 31, 2008		-			-			-			-		(2,937,520	)		(2,937,521	)
Dividends on Preferred Shares		-			-			(176,844	)		-		(176,844	)		-			(176,844	)
Dividends on Preferred Stock		-			-			-			-		(12,000	)		(12,000	)
Balance, December 31, 2009		32,647,842			46,705,124			(55,854,247	)		-		(9,149,123	)		-			(9,149,123	)
Balance, December 31, 2008		-			-			27,278,560			38,857,040		(40,254,528	)		(1,397,488	)
Common Stock and Warrants Issued for Service		647,015			186,127			-			-		186,127			-			186,127
Exercise of Options and Warrants		-			-			3,817,760			456,564		-			456,564
Warrants issued for Series H Preferred Shares		-			117,518			-			-		117,518			-			117,518
Stock options and Warrants Issued for Services		-			-			1,551,522			2,072,789		-			2,072,789
Warrants issued for Series I Preferred Shares		-			138,555			-			-		138,555			-			138,555
Issuance of warrants in connection with Series F Preferred Shares, net of issuance costs of $55,037		-			-			-			2,447,906		-			2,447,906
Common Stock Issued for Payments of Preferred Share Dividends		3,972,124			674,711			-			-		674,711			-			674,711
Net Loss for the Year Ended December 31, 2009		-			-			-			-		(12,552,050	)		(12,552,050	)
Stock Compensation		-			595,593			-			-		595,593			-			595,593
Beneficial Conversion Feature for Series F Preferred Shares		-			-			-			2,870,825		(2,870,825	)		-
Beneficial Conversion Features for Series H Preferred Shares		-			123,038			(123,038	)		-		-			-			-
Dividends on Preferred Stock		-			-			-			-		(176,844	)		(176,844	)
Beneficial Conversion Features for Series I Preferred Shares		-			172,640			(172,640	)		-		-			-			-
Balance, December 31, 2009		-		$	-			32,647,842		$	46,705,124	$	(55,854,247	)	$	(9,149,123	)
Sale of Subsidiary Common Stock owned by Geos		-			2,922,891			-			-		2,922,891			127,109			3,050,000
Sale of Newly Issued Shares of Subsidiary		-			13,880			-			-		13,880			6,120			20,000
Dividends on Preferred Stock Series F, G, H, and I		-			-			(1,293,189	)		-		(1,293,189	)		-			(1,293,189	)
Comprehensive Loss:
Net Loss for the Year Ended December 31, 2010		-			-			(12,219,056	)		-		(12,219,056	)		(184,479	)		(12,403,535	)
Cumulative Translation Adjustment		-			-			-			19,336		19,336			-			19,336
Comprehensive Loss		-			-			-			-		-			-			(12,384,199	)
Balance, December 31, 2010		37,266,981		$	51,650,077		$	(69,662,170	)	$	19,336	$	(17,992,757	)	$	(51,250	)	$	(18,044,007	)

See Accompanying Notes to Consolidated Financial Statements

4237

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, ~~2009~~2010 and ~~2008~~2009

	2009			2008
	2010			2009
Cash Flows From Operations:
Net Loss	$	(12,~~552~~403,~~050~~535	)	$	(212,~~937~~552,~~520~~050	)
Adjustments to Reconcile Net Loss to Net
Adjustments to Reconcile Net Loss to Net Cash Used In By Operating Activities:
Cash Used In By Operating Activities:
Depreciation and Amortization		680,782			744,351
Depreciation and Amortization		744,351			663,821
Impairment of assets related to discontinued operations		1,047,707			-
Amortization of Loan Fees		270,411			-
Gain on sale of assets related to discontinued operations		(283,522	)		-
Warrants issued for services		1,497,898			-
Accretion of interest and dividends on Preferred Share Liabilities		2,044,791			-
Loss on Extinguishment of Debt		1,469,523			-
Loss on Early Extinguishment of Debt		-			1,469,523
Gain on Forbearance of Convertible Debt		(29,569	)		-
Gain on Forbearance of Debt		-			(29,569	)
Stock Compensation		574,891			349,827
Amortization of Loan Fees		-			270,411
Warrants and Common Stock Issued For Services		186,127			1,497,898
Stock Compensation		595,593			574,891
Change in operating assets and liabilities:
Accounts Receivable		(713,~~374~~641	)		(27,~~350~~374	)
Inventories		~~122,557~~-			3122,~~604~~557
Prepaid Expenses, net of prepaid loan fees		(6721,~~805~~041	)		(5467,~~179~~805	)
Other Assets		~~(44,649~~-	)		0(44,649	)
Accounts Payable and Accrued Expenses, net of extinguished debt accrued interest and fees		1,123,743			(90,251	)
Accounts Payable and Accrued Expenses		689,396			1,123,743
Deferred Revenue		7,389			2,311
Assets and Liabilities of Discontinued Operations		677,622			-
Net Cash Used In Operating Activities:		(6,890,684	)		(2,064,738	)
Deferred Revenue		-			7,389
Net Cash Used In Operating Activities:		(6,799,721	)		(6,890,684	)
Cash Flows From Investing Activities:
Property and Equipment Purchases		(529,756	)		(1,143,068	)
Acquisitions, net of Cash Acquired		119,506			-
Investment in Affiliate and Note Receivable		(310,000	)		-
Property and Equipment Purchases		(218,512	)		(529,756	)
Payments for Patents and Trademarks		-			(115,101	)
Investment In Affiliate and Note Receivable		-			(310,000	)
Net Cash Used In Investing Activities		(~~839~~99,~~756~~006	)		(1839,~~258,169~~756	)
Cash Flows From Financing Activities:
Exercise of stock options		~~456,564~~-			~~630~~456,~~679~~564
Issuance of Series F Preferred Shares		7,550,000			-
Proceeds from convertible Notes and Notes Payable		-			1,510,089
Proceeds from Notes Payable		1,510,089			2,929,024
Proceeds from Sale of Subsidiary Common Stock		3,070,000			-
Repayment on Notes Payable and Convertible Debt		(747,028	)		(3,597,186	)
Repayment of Notes Payable		-			-
Issuance of Common Stock		-			1,064,860
Proceeds from Issuance of Series F Preferred Shares		-			7,550,000
Payment for Financing Cost with warrants		-			2,063,894
Proceeds from Issuance of Series H & I Preferred Shares and Warrants to Purchase Common Stock		777,000			-
Net Cash Provided By Financing Activities		8,769,625			3,131,271
Other Non-cash		19,336			-
Increase (Decrease) in Cash and Cash Equivalents		1,039,185			(191,635	)
Proceeds from Line of Credit and Notes Payable		2,800,000			-
Balance, Beginning of year		2,645			194,279
Repayment on Notes payable and Convertible Debt		-			(747,028	)
Balance, End of year	$	1,041,830		$	2,644
Net Cash Provided By Financing Activities		6,666,336			8,769,625
Increase (Decrease) in Cash and Cash Equivalents		(232,391	)		1,039,185
Cash and Cash Equivalents Beginning of Year		1,041,830			2,645
Cash and Cash Equivalents End of Year	$	809,439		$	1,041,830

See Accompanying Notes to Consolidated Financial Statements

4338

GEOS COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS ~~and MANAGEMENT’S PLANS~~

For convenience in this annual report, “Geos,” “we,” “us,” and “the Company” refer to Geos Communications, Inc. and our consolidated subsidiaries, taken as a whole.

~~Through our subsidiary~~ Geos Communications, Inc., ~~a Delaware corporation,~~ (“Geos ~~(DE)~~”), weis ~~are~~ a ~~developer~~ ~~and~~Washington ~~distributor~~corporation ofwhose ~~mobile~~primary ~~applications~~activities ~~and~~are ~~services. We leverage~~as ~~our~~the ~~core~~operator ~~competencies~~of, inand ~~Voice~~developer ~~over Internet Protocol (VoIP)~~ and ~~technology~~ ~~development~~distributor toof ~~introduce~~mobile ~~solutions~~content toand ~~the~~services ~~global~~through ~~mobile~~its ~~community. Our~~two ~~services~~subsidiaries ~~include MyGlobalTalk~~Shoot-It!, aLLC ~~comprehensive~~(“Shoot ~~solution~~It!”) ~~for~~and ~~reducing~~D ~~long distance~~Mobile, ~~calling~~Inc. ~~worldwide~~(D Mobile).

~~The Company~~Geos, ~~a Washington corporation,~~ was incorporated as “Transit Information Systems, Inc.” under the laws of the State of Washington on October 17, 1988. In March 2004, the Company changed its name to “i2 Telecom International, Inc.” In September 2009, the Company filed with the Secretary of State of the State of Washington an amendment to its Articles of Incorporation reflecting the change of the Company’s name from “i2 Telecom International, Inc.” to “Geos Communications, Inc.”.

~~The Company’s~~During ~~management~~2010, ~~has~~we ~~focused~~undertook ~~historically~~significant ~~upon~~changes ~~VoIP~~in asour ~~the~~business ~~Company’s~~strategy. ~~primary line~~These ofchanges ~~business. The~~resulted ~~Company~~in isthe adiscontinuation ~~developer~~ of ~~mobile~~our ~~phone applications~~Voice ~~and~~over isInternet ~~constantly~~Protocol ~~exploring~~(VoIP) ~~various~~and ~~strategic~~technology ~~alternatives~~development, including ~~partnering~~our ~~with~~MyGlobalTalk ~~other~~solution ~~telecommunication companies~~, ~~both foreign~~ and ~~domestic,~~ ~~and~~included ~~engaging~~the in acquisitions of Shoot ~~strategic~~It! ~~competitors~~ and~~/or telecommunication~~ ~~service~~D ~~providers~~Mobile.

The ~~accompanying~~ ~~financial~~following ~~statements~~is ~~have~~an ~~been~~overview ~~prepared~~of ~~assuming that Geos Communications, Inc. and subsidiaries will continue as a going concern. As discussed in Note 12 to~~ the ~~financial~~significant ~~statements,~~business ~~Geos~~changes Communications, Inc. and subsidiaries has not generated positive cash flows from operations and has accumulated losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 12. The financial statements do not include any adjustments that ~~might~~occurred ~~result~~during ~~from the outcome of this uncertainty~~2010.

~~We effected~~On February 19, 2010, Geos acquired Shoot It!, LLC (“Shoot It!”), which provides a ~~1:10~~mobile ~~reverse~~application ~~split~~for ofsending ~~our~~picture ~~common~~postcards ~~stock~~from ~~effective~~smart ~~May~~phones. Since 14the date of acquisition, ~~2009~~ we have included the financial results for Shoot It! in our results of operations.

On March 1, 2010, Geos acquired D Mobile, Inc. (“D Mobile”), which provides us with a platform for mobile content distribution in China. D Mobile, which operates in China under the brand name Duo Guo, is a retail channel for the discovery and download of licensed mobile content. We have included the results of operations for D Mobile since the date of acquisition in our results of operations.

On June 17, 2010, Geos’ board of directors approved a plan by which Geos discontinued offering its VoIP and telephony services directly to consumer and enterprise customers. Under the plan, Geos implemented a reduction-in-force and closed its network switching operations located in Atlanta, Georgia. As such all related operations have been retroactively presented as discontinued operations for all periods presented and the network switching equipment and related operating liabilities have been classified as assets related to discontinued operations and liabilities related to discontinued operations, respectively for all periods presented. On December 3, 2010 Geos Communications, Inc. completed the sale of its internet-telephony network assets (the “Assets”) to MGTCO Holdings, LLC (“Purchaser”).

As discussed in Note 15 to the consolidated financial statements, Geos Communications, Inc. and subsidiaries has not generated positive cash flows from operations and has accumulated losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 15. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We effected a 1:10 reverse split of our common stock effective May 14, 2009 and have retroactively presented this in our consolidated financial statements for all periods presented.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of Geos Communications, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America ~~(“GAAP”)~~.

Basis of Consolidation

The consolidated financial statements include the accounts of Geos Communications , Inc. (DE), ~~Geos~~and ~~Communications~~its majority owned subsidiaries; Geos IP Holdings, Inc., Shoot It!, and ~~SuperCaller~~D ~~Community,~~Mobile ~~Inc.~~ (~~“SuperCaller”~~collectively, the Company). All subsidiaries, ~~all~~except offor ~~which~~D Mobile, are, directly or indirectly, wholly- owned subsidiaries of the ~~Company~~Geos. As of December 31, 2010, Geos owned 69.4% of D Mobile. All significant intercompany accounts and transactions have been eliminated in consolidation.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles). The FASB ASC became the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. The new codification system organizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. This standard, which is now considered FASB ASC Topic No.105, became effective for financial statements issued for reporting periods that end after September 15, 2009.

Accordingly, previous references to GAAP accounting standards are no longer used by the Company in its disclosures including these notes to the consolidated financial statements. The codification does not affect the Company’s consolidated balance sheet, cash flows or results of operations.

Accounting Estimates

Preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Discontinued Operations

Business Combinations

Pursuant to the Financial Accounting Standards (“FASB’) Accounting Standard Codification (“ASC”) topic 805, “Business Combinations”, the Company has used the acquisition method of accounting. The acquisition method of accounting is used for all business combinations where the acquirer is identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. We recognize separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date fair value amounts of the identifiable assets acquired and the liabilities assumed.

The acquisition method requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates, as necessary, during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination) in a manner that is prescribed in ASC 805.

Non-controlling Interests

Between September 2010 and December 2010, the Company received proceeds of $3,050,000 for the sale of 30.5% of its equity interest in D Mobile. ASC 810, Non-controlling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51, establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.

Changes in our ownership interest in a consolidated subsidiary that does not result in a change in control are accounted for as equity transactions. Such changes do not affect earnings or the carrying values of assets and liabilities (including goodwill). Therefore, we do not recognize any gain or loss from a sale of shares of a consolidated subsidiary. Instead, the carrying amount of the non-controlling interest is adjusted to reflect the change in ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the non-controlling interest is adjusted is recognized in equity.

Revenue Recognition

~~Our revenues~~The ~~for~~Company ~~2009~~recognizes ~~have~~revenue ~~been~~when ~~derived~~persuasive ~~primarily~~evidence ~~from~~of ~~our~~a ~~legacy~~sales ~~Voicestick~~arrangement ~~long distance~~exists, ~~services~~the buyer’s price is fixed or determinable, collection of payment is reasonably assured, and todelivery ahas ~~lesser~~occurred. ~~extent~~The ~~from~~Company ~~MyGlobalTalk services which~~is ~~became~~the ~~market~~primary ~~ready~~obligor in its transactions, has all credit risk, maintains substantially all risks and rewards, has discretion in selecting the ~~fourth~~supplier ~~quarter~~and oflatitude ~~2009~~in pricing decisions. ~~All~~ ~~revenues are~~Accordingly, ~~due~~the ~~upon~~Company ~~delivery~~records ofall ~~services~~transactions at the gross amount.

Revenue is recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104 “Revenue Recognition” (“SAB 104”), when persuasive evidence of an arrangement exists, the fee is fixed or determinable, collectability is probable, delivery of a product has occurred and title and risk of loss has transferred or services have been rendered. Revenues include shipping and handling costs billed to the customers.

Fair Value of Financial Instruments

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying amounts and fair values for ~~Preferred~~our ~~Stock~~various ~~Series~~series ~~A-D,~~of ~~and~~preferred ~~Series~~stock F are presented in a ~~separate~~subsequent ~~Footnotes~~notes below.

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentration of credit risk consist principally of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have ~~placed~~ ~~cash~~never ~~and~~experienced any losses related to these balances. All of our non-interest bearing cash ~~equivalents~~balances ~~with~~were fully insured at December 31, 2010 due to a ~~single~~temporary ~~high~~federal ~~credit-quality institution~~program in effect from December 31, 2010 through December 31, 2012. ~~The~~ ~~Company’s~~Under ~~risk~~the ofprogram, ~~loss~~there is ~~limited~~no ~~due~~limit to ~~advance billings~~the toamount ~~customers~~of insurance for ~~long~~eligible ~~distance~~accounts. ~~services~~Beginning ~~and~~2013, ~~the~~insurance ~~ability~~coverage will revert to ~~discontinue these~~$250,000 ~~primary~~per ~~services~~depositor onat ~~delinquent~~each ~~accounts~~financial institution, and our non-interest bearing cash balances may again exceed federally insured limits. We ~~perform~~Interest-bearing ~~ongoing credit~~amounts ~~evaluations~~on deposit in excess of ~~our~~federally ~~customers~~insured ~~and~~limits ~~maintain~~at anDecember ~~allowance~~31, ~~for~~2010 ~~potential credit~~were ~~losses~~$809,439.

The Company’s risk of loss is limited due to advance billings to customers for services and the ability to terminate services on delinquent accounts. We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses.

Cash and Cash Equivalents

~~For purposes~~The ~~of the statement of cash flows, the~~ Company considers all short-term securities purchased with an original maturity of three months or less to be cash equivalents.

Inventories

Inventories consisting of purchased components available for resale are stated at lower of cost or market. Cost is determined on the first-in, first-out (FIFO) basis.

Deferred Financing Cost

Deferred financing costs include underwriting, legal, accounting and other direct costs incurred in connection with the issuance and amendments thereto, of the Company’s debt. These costs are amortized over the terms of the related debt using the straight-line method which approximates amortization using the effective interest method. Initial purchasers’ discounts are accreted over the terms of the related debt, utilizing the effective interest method. The amortization expense of deferred financing costs and accretion of initial purchasers’ discounts is included in interest expense as an overall cost of the related financings.

Property ~~and~~ ~~Equipment~~ and ~~Related Depreciation~~Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method for financial and tax reporting purposes. Estimated useful lives range from five to ten years. When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts and any gain or loss on disposition is recognized at that time. Maintenance and repairs which do not improve or extend the lives of assets are expensed as incurred.

Intangible Assets

The Company has capitalized certain costs related to registering trademarks and patent pending technology. In addition, the Company has acquired the trade names of Shoot It! and Duo Guo. Duo Guo is the name under which D Mobile operates in China. In addition the Company entered into non-compete agreements in the acquisition of the two companies. In accordance with FASB ASC ~~topic~~ 350 on intangible assets, the Company amortizes its intangible assets with a finite life over 10their estimated useful lives which range from two to ten years on a straight-line basis and they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When ~~Additionally~~testing for possible impairment, the Company ~~tests~~first ~~its~~compares the undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the intangible ~~assets~~asset ~~for~~ is not recoverable on an undiscounted cash flow basis, impairment ~~whenever~~is ~~circumstances~~recognized ~~indicate~~to the extent that ~~their~~the carrying value ~~may~~exceeds ~~not~~its ~~be recoverable~~fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third –party independent appraisals, as considered necessary.

Our forecasted royalty revenue on signed contract

Forecasted new royalty contracts

Forecasted royalty revenue from infringers on our patents

Adequate funding available to effectively obtain new customers and identify infringers to recoup royalty revenue

Forecasted 29.9% weighted average cost of capital (“WACC”) which is based on an average of the capital structure, cost of capital and inherent business risk profiles of the Company

As previously discussed, both businesses of the Company are in the early stages of distribution and development, and revenues are not signigicant at this time. Accordingly, the forecast of future revenue and related matters contain a high level of uncertainty. The discounted cash flow analysis assumes that the Company starts to earn royalty revenue in 2013 with a significant increase in the annual growth rate thereafter. Using these assumptions, we calculated the fair value of the patents to be well in excess of the carrying value of $2.0 million at December 31, 2010. We also performed a sensitivity analysis assuming constant royalty revenue from year to year. Under this analysis, royalty revenue at approximately 30% of the amount used in the discounted cash flow analysis is needed to arrive at a fair value that approximates the current carrying value of $2.0 million.

Based on above, the management concluded that there was no impairment of the patents at December 31, 2010.

forecasted royalty revenues are not achieved

executing adequate number and pricing of new royalty contracts

obtaining adequate funding to effectively obtain new customers and identify infringers to recoup royalty revenue

current technology environment and obsolescence

customer habits

general economic volatility

Goodwill

Goodwill is required to be tested at least on an annual basis for impairment or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. The Company assesses goodwill for impairment by periodically comparing the fair value of its reporting units to their carrying amounts to determine if there is potential impairment. If there is a potential impairment, an impairment loss is recognized for any excess of the carrying amount of the goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair values for reporting units are determined based on discounted cash flow analysis, market multiples or appraised values as appropriate. The carrying value at December 31, 2010 of goodwill associated with the two business combinations that both occurred in 2010 consists of $1.1 million for D Mobile and $922,000 for Shoot It!. For step one of our impairment test, we determined the fair value of the reporting units (D Mobile and Shoot It!) using a discounted cash flow analysis. The principal factors in the discounted cash flow analysis are:

Forecasted revenues from the sale of postcards and mobile content based upon acquiring new customers and expanded distribution channels.

Forecasted revenue from the sale of advertising on our D Mobile kiosk platform

Obtaining appropriate mobile content for our consumers across all distribution channels.

Adequate funding to effectively expand to new customers and distribution channels.

Forecasted 25% weighted average cost of capital which is based on the average of the capital structure, cost of capital and inherent business risk profiles of the Company.

As previously discussed, both businesses of the Company are in the early stages of distribution and development, and revenues are not significant at this time. Accordingly, the forecast of future revenue and related matters contain a high level of uncertainty. The discounted cash flow analysis for D Mobile assumes that the D Mobile generates estimated revenue of approximately $15 million in the last six months of 2011 and with significant increases thereafter. Using these assumptions, we calculated the fair value to be well in excess of the carrying value of goodwill of $1.1 million at December 31, 2010. The discounted cash flow analysis for Shoot It! assumes that Shoot It! revenues average $1.6 million over the next four years. Under this scenario, the calculated fair value of the operating unit exceeds the carrying value of goodwill, of approximately $922,000, by a marginal amount.

Based on above, the management concluded that there was no impairment of goodwill as of December 31, 2010.

The following events could change the results of our analysis, therefore, they could have a material adverse effect on the estimated future discounted cash flows expected to be generated from new customers and distribution points and require recognition of an impairment if the Company fails to do the following or other events out of Company’s controls occur:

forecasted postcard and mobile content revenues are not achieved

forecasted advertising revenues are not achieved

appropriate mobile content is not available across all distribution channels

expansion to an adequate number of distribution points or obtaining sufficient customers for postcard sales.

obtaining adequate funding to effectively obtain new customers to achieve revenue

ability to continue to meet the technology needs within the most widely used smart phone operating systems

customer habits

general economic volatility

Impairment of Long-lived Assets

In accordance with the FASB ASC ~~topic~~ 360 on impairment or disposal of long-lived assets, the Company reviews its long-lived assets, including property and equipment, and ~~finite-life~~purchased intangibles subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company compares the future undiscounted net cash flows, without interest charges to the carrying amount of the assets, and if itthe latter exceeds ~~cash flow~~the former, then an impairment is recorded to adjust the asset to its fair value (determined using discounted cash flows). The Company recorded asset impairment losses of $1,047,707 related to assets related to discontinued operations during the year ended December 31, 2010. The Company had no impairment of such long–lived assets during the ~~years~~year ended December 31, 2009. For orthe ~~2008~~reasons discussed in the discussion of patents above under the heading “Intangible Assets” and for the reasons discussed above under the heading “Goodwill,” it is reasonably possible that the estimates used in impairment testing will significantly change in the near term. As a result, the carrying amounts of long-lived asets may be reduced materially in the near term.

Internal Use Software

Expenditures for internal use software, all of which have been obtained from third parties, have been capitalized and are being amortized over five years. The Company accounts for its internal use software in accordance with guidance in ASC Topic No. 350, (formerly Statement of Position 98-1), Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

Investments, at Cost

Investments in non-affiliated companies with a less than 20% ownership interest, no significant influence, and market prices not readily available, are accounted for under the cost method. The Company made an investment in Shoot it!, Inc. in November for $ 250,000, the value of which is carried at cost.

Debt Extinguishment

On July 1, 2009, we offered to certain of our existing note holders the opportunity to exchange some or all of the principal, interest and loan fees under $6,328,212 of notes, which included all accrued interest and related fees, (the “Debt”) for different series of preferred stock of Geos Communications IP Holdings, Inc. This exchange was deemed to be debt extinguishment for the notes payable according to the ASC Topic No.405- Liabilities and 470-50 – Debt, Modifications and Extinguishments. As a result of this exchange a loss on debt extinguishment of $1,469,523 was recorded and is included in the Statement of Operations for the year ended of December 31, 2009.

ASC 470-50-40-10 ~~(formerly EITF Issue 96-19)~~ establishes the criteria for debt extinguishment and modification. If the debt is substantially different, then the debt is extinguished, and a gain or loss is calculated and recorded. WeThe Company determined that an extinguishment existed as the present value of the cash flows under the terms of the new instrument, the different series of preferred stock, was at least 10% different from the present value of the remaining cash flows under the terms of the original notes.

Income Taxes

The Company files a consolidated federal income tax return with its domestic wholly- owned subsidiaries. The Company is a C-Corporation under the provisions of the Internal Revenue Code. We utilize the asset and liability approach to measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using enacted tax rates expected to be in effect at when the temporary differences reverse in accordance with ASC 740, Income Taxes. (“ASC 740~~”).~~ ~~ASC 740~~ takes into account the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

46In accordance with ASC 740, the Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax provisions for these uncertain tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision.

In accordance with ASC 740, the Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax provisions for these uncertain tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company considers both interest and penalties related to uncertain tax positions as part of the income tax provision.

NOLs may be limited and the company is in process of determining if such a triggering event took place. The Company is in the process of determining if a change in control, for purposes of Internal Revenue Code section 382, occurred during a testing period in 2009. If it is determined there was a change in control, the net operating losses will be subject to an annual limitation on their utilization. At this time, the annual limitation, if any, is not readily determinable.

Research and Development

The Company expenses research and development expenses as incurred. Amounts payable to third parties under product development agreements are recorded at the earlier of the milestone achievement, or when payments become contractually due. The company estimates 25% of it’s operating expenses for 2008 were related to research and development. There were no material research and development expenses for the year ended December 31, 2009.

Net Income (Loss) per Common Share

Basic earnings (loss) per common share represent income available to common shareholders divided by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per common share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income available to common stockholders that would result from the assumed issuance. Options on shares of common stock warrants, and certain bonds convertible into common shares were not included in the computing of diluted loss per share because their effects were anti-dilutive due to the loss.

Comprehensive Income or Loss

~~The Company~~Foreign ~~has~~Currency. Translation noadjustments ~~components~~result offrom ~~other~~translating ~~comprehensive~~foreign ~~income~~subsidiaries’ orfinancial ~~loss,~~statements ~~and accordingly,~~into ~~net~~U.S. ~~loss~~dollars. ~~equals~~Balance sheet accounts are translated at exchange rates in effect at the balance sheet date. Income statement accounts are translated at average exchange rates during the period. Resulting translation adjustments are included as a component of comprehensive loss in the accompanying consolidated statements of stockholders’ deficit. The Company recorded translation gains of $19,336 for ~~all~~the ~~periods presented~~year ended December 31, 2010.

During the year ended December 31, 2010, the average exchange rate for Chinese currency was 6.5 Renminbi for each dollar.

Stock Compensation

The Company measures all share-based payments, including grants of ~~employee~~ stock options to employees and warrants to service providers, using a fair-value based method in accordance with the ASC ~~Topic No.~~ 505 and ~~Topic~~ASC ~~No.~~ 718 ~~(formerly SFAS No. 123R)~~ Share-Based Payments. The cost of services received in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the grant date fair value of those awards amortized over the requisite service period.

Preferred ~~Shares~~ Stock

The Company applies the guidance enumerated in ASC ~~Topic~~ No. 480 “Distinguishing Liabilities from Equity,” and “Classification and Measurement of Redeemable Securities,” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured initially at fair value and are accreted to the mandatory redemption value using the effective interest method. ~~Accretion~~For all shares subject to mandatory redemption, accretion and dividends are recorded as interest expense in the ~~Statement~~consolidated statement of ~~Operations~~operations. As of December 31, ~~2009~~2010, the Company had recorded liabilities related to Series A-–D Preferred Shares of Geos ~~Communications~~ IP Holdings, ~~Inc.~~which ~~with~~amounted ato ~~mandatory redemption value of~~ $79,~~880~~925,~~627~~418.

The Company classifies conditionally redeemable convertible preferred shares, which includes preferred shares subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ deficit. Preferred shares classified as temporary equity are measured initially at fair value, if such shares are subject to redemption at a higher value that is outside of the Company’s control, such shares are accreted to the mandatory redemption value, with such accretion recorded as dividends. As of December 31, 2010, the Company had recorded as temporary equity Series F, G, H and I Preferred Shares totaling $5,047,057, $4,029,233, $232,482 and $288,445, respectively. Dividends on preferred shares included in temporary equity and equity are recorded as Dividends on Preferred Stock below Net Loss on the Consolidated Statement of Operations and are deducted in determining net loss attributable to common shareholders.

The Company evaluates the conversion option of the convertible preferred shares under ASC No. 470-20, Debt with Conversion and Other Options. A convertible financial instrument includes a beneficial conversion feature if the effective conversion price is less than the Company’s market price of common stock on the commitment date. The Company records the beneficial conversion feature in Common stock. For the year ended December 31, 2010, the Company had recorded beneficial conversion features totaling $295,678 in Common Stock, no Par and recognized as a dividend related to its series F preferred shares and deducted in determining net loss attributable to common shareholders.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3: RESULTS FROM DISCONTINUED OPERATIONS

The following table presents the Consolidated Statement of Operations from the Company’s discontinued operations for the years ended December 31:

	2010		2009
Revenues	$	184,586	$	344,577
Cost of Sales		334,537		674,255
Gross Profit (loss)		(149,951)		(329,678)

General and Administrative expenses		2,423,135		4,203,608
Impairment Losses		1,047,707		-
Gain on sale of assets		(283,522)		-
Other Income		-		131,517
Loss from Discontinued Operations		(3,337,271)		(4,401,769)
Tax Benefit		-		-
Loss from Discontinued Operations	$	(3,337,271)	$	(4,401,769)

No benefit or provision for income taxes has been recorded due to the uncertainty of the realization of any deferred tax assets.

Pursuant to an asset purchase agreement dated October 25, 2010, a third party purchaser agreed to (i) assume contractual obligations of the Company with regard to the Assets and (ii) pay a royalty (the “Royalty Payment”) to the Company’s wholly owned subsidiary, Geos Communications IP Holdings, Inc. (“Geos IP Holdings”) for use of Geos IP Holdings’ intellectual property. The recorded value of the obligations assumed exceeded the recorded value of the assets sold resulting in a gain on sale of assets of $283,522.

The Royalty Payment 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. As of December 31, 2010 no royalty payments had been received.

NOTE 4. ACQUISITION OF SHOOT IT! AND D MOBILE

Shoot It! Acquisition

On February 19, 2010, the Company entered into and closed an Agreement and Plan of Merger (the “Shoot It! Merger Agreement)” with Shoot It!, certain security holders of Shoot It!, and Shoot It! Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Shoot It! Merger Sub”). Subject to the terms and conditions of the Shoot It! Merger Agreement, Shoot It! was merged with and into Shoot It! Merger Sub (the “Shoot It! Merger”) with Shoot It! Merger Sub surviving as a wholly owned subsidiary of the Company.

The Company acquired 100% of the common stock of Shoot It! via the issuance of 2,167 shares of Geos’ newly issued Series G Preferred Shares. Shoot It! has developed a postcard messaging application that allows users to take a picture with their smart phone, create a personal message and send it as a hard copy postcard from anywhere in the world. The consolidated financial statements of the Company reflect the Shoot It! acquisition being accounted for as an Acquisition in accordance with ACS 805 Business Combinations topic. Transaction costs associated with the acquisition have been expensed and were not significant. The acquired goodwill is treated as non-deductible for income tax purposes. The results of operations of Shoot It! are included in the Company’s consolidated statement of operations from the date of acquisition. Goodwill consists of the excess of the fair value of any consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair value of net identifiable asset acquired, consisting of assets acquired less liabilities assumed.

The purchase price allocation presented below reflects the estimated fair value of the individual assets acquired and liabilities assumed as of the date of acquisition.

Purchase Price:

Fair value of original investment in 2009 previously presented on a cost basis	$	250,000
Fair value of preferred stock Series G		1,358,322
Total consideration	$	1,608,322

Purchase Price allocation:

Property and Equipment	$	319,000
Trade Name Intangible		345,000
Non-Compete Agreement		22,000
Goodwill		922,322
Total purchase price allocation	$	1,608,322

D Mobile Acquisition

As of March 1, 2010, the Company acquired 100% of the common stock of D Mobile through the issuance of 3,111 shares of Geos’ newly issued Series G Preferred Shares and warrants to purchase Series G Preferred Shares, application of a Note Receivable of $120,000 and cash of $75,000. D Mobile currently operates a retail channel for the discovery and download of licensed mobile content under the brand name Duo Guo in China. The purpose of the acquisition was to obtain a retail platform for the distribution of mobile content. The consolidated financial statements of the Company reflect the D Mobile acquisition being accounted for as an acquisition in accordance with ACS 805 in the Broad Transactions-Business Combinations topic (formerly SFAS 141r). Transaction costs associated with the acquisition have been expensed and were not significant. The acquired goodwill is treated as non-deductible for income tax purposes. The results of operations of D Mobile are included in the Company’s consolidated statement of operations from the date of acquisition. Goodwill consists of the excess of the fair value of the consideration transferred over the fair value of net identifiable asset acquired, consisting of assets acquired less liabilities assumed.

The purchase price presented below reflects the estimated fair value of the individual assets acquired and liabilities assumed as of the date of acquisition.

Purchase Price:

Fair value of cash to one Shareholder	$	75,000
Fair value of 2010 loan from Geos to D Mobile		60,000
Fair value of 2009 loan from Geos to D Mobile		60,000
Fair value of preferred Series G shares transferred		1,964,900
Fair value of warrants issued to purchase Series G preferred shares		163,118
Total consideration	$	2,323,018

Purchase price allocation:

Cash and Cash Equivalents	$	254,506
Accounts Receivable		11,848
Prepaid and Other Assets		60,448
Property and Equipment		253,579
Trade Name Intangible		626,000
Non-Compete Agreement		60,000
Trade Payables		(82,985	)
Goodwill		1,139,622
Total purchase price allocation	$	2,323,018

The acquisitions combined as of acquisition dates are as follows:

Combined Purchase Price:

Fair value of original investment in 2009 previously presented on a cost basis	$	250,000
Fair value of cash paid to one Shareholder		75,000
Fair value of loan from Geos to D Mobile		120,000
Fair value of preferred stock Series G transferred		3,323,222
Fair value of warrants issued to purchase Series G preferred shares		163,118
Total consideration	$	3,931,340

Combined Purchase Price Allocation:

Cash and Cash Equivalents	$	254,506
Account Receivable		11,848
Prepaid and Other Assets		60,448
Property and Equipment		572,579
Trade Name Intangible		971,000
Non-Compete Agreement		82,000
Trade Payables		(82,985	)
Goodwill		2,061,944
Total purchase price allocation	$	3,931,340

Including the combined results of Shoot It! and D Mobile as if the acquisitions occurred on January 1, 2010 and January 1, 2009, the unaudited pro-forma net loss, and net loss attributable to the common shareholders would have been $12,604,987 and $14,193,854 for the twelve month period ended December 31, 2010, and $14,041,716 and $17,026,385 for the year ended December 31, 2009. The pro forma information is for informational purposes only and is not intended to be indicative of the actual combined results that would have been reported had the transactions occurred on the dates indicated nor does the information represent a forecast of the combined financial results of the Company, D Mobile and Shoot It! for any future period. The actual combined operating results of Shoot It! and D Mobile contained in the accompanying consolidated financial statements include net revenues of $82,545 and net losses of $2,219,193 since the respective dates of acquisition through December 31, 2010.

In addition, the Company classifies conditionally redeemable convertible preferred shares, which includes preferred shares subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. As of December 31, 2009, the Company had recorded as temporary equity F Series ~~Preferred~~G ~~Shares totaling $5,047,057. Dividends on preferred shares included in temporary equity and equity are recorded as Dividends on~~ Preferred ~~Stock below Net Income on the Statement of Operations.~~Shares

The Company ~~evaluates~~authorized ~~the~~20,000 ~~conversion~~shares ~~option~~ of ~~the~~Series ~~convertible~~G ~~preferred~~Preferred ~~shares under~~Stock ~~ASC~~on ~~Topic~~February No12, 2010. ~~470-20~~Subsequently, ~~“Debt~~approximately 5,278 shares were issued in connection with ~~Conversion~~the ~~and~~above ~~Other~~acquisitions. ~~Options,”~~The ~~(formerly EITF~~shares ~~Issues~~accrue ~~98-5~~dividends at 6% annually, ~~Accounting~~all ~~for~~of ~~Convertible~~which ~~Securities~~are ~~with~~due ~~Beneficial Conversion~~and ~~Features~~payable oron ~~Contingently~~the ~~Adjustable~~third ~~Conversion~~anniversary ~~Ratios,~~from ~~and~~issuance. ~~00-27, Application~~The dividends can be paid at the option of ~~Issue~~the NoCompany in either cash or common stock equivalents. ~~98-5~~At certain milestones related to ~~Certain~~share ~~Convertible~~pricing, ~~Instruments). A convertible~~the ~~financial~~Series ~~instrument~~G ~~includes~~Preferred ashares ~~beneficial~~automatically ~~conversion~~convert ~~feature~~to ifcommon shares of the ~~effective~~ Company at a conversion price isof ~~less~~$0.50 ~~than~~per share. In addition, for the ~~company’s~~D ~~market~~Mobile ~~price~~acquisition of753 ~~common stock~~warrants onwere ~~the~~issued, ~~commitment~~which are convertible for three years after issuance date~~. The~~ ~~Company~~into ~~recorded~~Series ~~$2,870,825~~G asPreferred ~~a beneficial~~Shares ~~conversion~~at ~~feature~~an exercise price of ~~the~~$0.50 Fper share. The holders of Series G Preferred Shares ~~for~~are entitled to vote with the ~~year ended~~common ~~December~~shareholders ~~31,~~on ~~2009~~an as-converted basis.

~~New Accounting~~The ~~Pronouncements~~number of shares of Common Stock issuable upon automatic conversion is determined by dividing the stated value, or $1,000, by a conversion price of $0.50. Series G Preferred Shares will automatically convert on the first business day following the last day of a twenty day period during which all of the following milestones are met: (A) 180 days have passed from the applicable Issuance Date; (B) the Common Stock underlying the applicable Series G Preferred Shares is available for sale under Rule 144 of the Securities Act of 1933, as amended; (C) the closing bid price of the Common Stock is greater than $1.00, as adjusted for stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events) for a twenty day Period, as determined in accordance with the weighted average price; and (D) the total volume of shares of Common Stock traded is in excess of 500,000 shares, as adjusted for stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events) for a twenty day period; provided however, if condition (D) is not met, then the amount of Series G Preferred Shares otherwise convertible shall be pro-rated to the percentage of 500,000 shares traded during the twenty day period immediately prior to the Automatic Conversion Date. However, dependent upon the price of common stock at that point, the Company may not have sufficient shares available to satisfy the conversion.

~~Variable Interest~~The ~~Entities~~fair value at date of the acquisitions was $3,323,222 and is classified as temporary equity on our balance sheet as there are events outside our control which could require redemption by the Company. We have recorded accretion of $542,893, and dividends of $263,882 through December 31, 2010. Accrued dividends are considered in arriving at net loss available to common shareholders but do not affect our net loss. The fair value of warrants of $163,118 was recorded as temporary equity.

InNOTE ~~June 2009, the Financial Accounting Standards Board (FASB) issued guidance that changed the consolidation model for variable interest entities (VIEs)~~5. PROPERTY ~~This guidance~~AND requires companies to qualitatively assess the determination of the primary beneficiary of a VIE based on whether a company (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard is effective at the beginning of our 2010 year and must be applied retrospectively. The adoption of this guidance will not have a significant impact on our financial statements.EQUIPMENT

~~NOTE 3. PROPERTY~~The ~~AND~~major ~~EQUIPMENT~~components of property and equipment at December 31, 2010 and 2009 are as follows:

Estimated lives range from five to ten years. Depreciation and amortization charged to operations was $397,303 and $322,818 for the years ended December 31, 2009 and 2008, respectively.

	2010			2009
Network Equipment	$	-		$	13,755
Office Equipment		411,140			368,148
Software		40,432			1,077,322
Software Development		9,975			861,119
Lab Equipment		16,530			39,577
Leasehold Improvements		16,120			-
Kiosk Platform		105,532			-
Purchased Technology		319,000			-
Furniture and Fixtures		46,886			46,884
Less: Accumulated Depreciation and Amortization		(281,194	)		(1,261,386	)
Net Property and Equipment	$	684,421		$	1,145,419

The major components of property and equipment at December 31, 2009 and 2008 are as follows:

	2009		2008
Network Equipment	$	1,133,245	$	1,115,822
Office Equipment		368,148		267,181
Software		1,077,322		889,632
Software Development		861,119		639,744
Lab Equipment		39,577		40,277
Furniture and Fixtures		46,884		43,884
		3,526,295		2,996,540
Less: Accumulated Depreciation and Amortization		2,140,769		1,743,466
Net Property and Equipment	$	1,385,526	$	1,253,074

NOTE 4. INTANGIBLE ASSETS

Intangible assets at December 31, 2009 and 2008 consisted of the following, at cost:

	2009		2008
Patent Pending Technology	$	3,190,917	$	3,190,917
Trademarks		274,017		274,017
		3,464,934		3,464,934
Accumulated Amortization		1,023,034		675,987
Intangible Assets, net	$	2,441,900	$	2,788,947

~~The Company~~Depreciation ~~has~~and ~~six patents~~amortization ~~which~~was ~~have been granted~~$204,382 and ~~thirteen~~$397,303 ~~patent applications pending. The~~for ~~life of~~ the ~~technology and trademarks is estimated to be ten~~ years ~~and~~ended ~~is being amortized, beginning January 1, 2007 over a ten year period. As of~~ December 31, 2010 and 2009, ~~the Company has determined there is no impairment of the intangible assets~~respectively.

~~Amortization expense~~NOTE ~~for the years ended December 31, 2009 and 2008 totaled $347,047 and $341,003~~6. ~~The~~INTANGIBLE ~~following table represents the expected amortization expense for each of the next five years ending December 31, for those intangible assets with remaining carrying value as of December 31, 2009:~~ASSETS

2010	$	346,493
2011	$	346,493
2012	$	346,493
2013	$	346,493
2014	$	346,493
Thereafter	$	709,435

Intangible assets at December 31, 2010 and 2009 consisted of the following, at cost:

NOTE 5. CONVERTIBLE BONDS

	2010			2009
Patent Pending Technology	$	3,390,314		$	3,390,314
Trademarks		1,045,620			74,620
Non-compete		82,000			-
Accumulated Amortization		(1,501,300	)		(1,023,034	)
Intangible Assets, net	$	3,016,634		$	2,441,900

~~On December~~The 9,Company ~~2006,~~has ~~the~~filed ~~Company~~for ~~sold~~several $2patents,~~000,000~~ four of 6%which ~~secured~~have ~~convertible debentures~~been ~~pursuant~~granted, toand aseveral ~~Securities~~of ~~Purchase~~which ~~Agreement~~are ~~dated thereof~~pending. The ~~Company~~ ~~received~~life ~~$1,625,000~~of inthe ~~December~~Patent ~~2006~~Pending ~~and~~Technology ~~remaining~~is ~~$375,000~~estimated into ~~January 2007.~~be ~~The~~ten ~~Debentures~~years ~~matured~~and onis ~~May~~being 9amortized, ~~2007.~~beginning ~~The~~January ~~Debentures were convertible from time to time into 28~~1,~~571,429~~ ~~pre-split~~2007 ~~shares~~over ofa ~~Common~~ten ~~Stock~~year ofperiod. ~~the Company~~As ~~at the price~~ of ~~$.07~~December ~~per~~31, ~~share~~2010 and 282009,~~571,429~~ ~~pre-split~~the ~~warrants exercisable~~Company ~~for~~has ~~three~~determined ~~years~~there atis ~~the~~no ~~price~~impairment of ~~$.07 per share, of which were only partially converted in 2007, with~~ the ~~remaining~~intangible ~~warrants forfeited as of December 31, 2009~~assets.

~~On February~~Amortization ~~28,~~expense ~~2007,~~for the Company sold $2,000,000 of 6% Senior Subordinated Secured Convertible Notes convertible into 1,666,666 post- split shares of the Company's common stock priced at $.24 each, and 833,000 post-split Warrants, priced at $.24 each. For every two shares of Common Stock to be issued, the investor(s) received one warrant which is exercisable into the Company's common stock at $.24. These warrants mature three years ~~from~~ended ~~issuance and will expire in February 2010, all of which 566,673 are outstanding as of~~ December 31, ~~2009.~~2010 ~~The Notes will automatically convert into the Company's common stock if any of the following events occur: (i) the Shares become registered~~ and ~~freely~~2009 ~~trading,~~totaled ~~or (ii) the financial closing by the Company of~~ $10476,~~000,000~~400 ~~or more. The Notes are secured by all assets of the Company~~ and ~~its subsidiaries. All future debt securities issued by the Company will be subordinate in right of payment to the Notes; provided, however, that the Company may raise up to~~ $1347,047.0 For ~~million~~those ofintangible ~~senior~~assets ~~indebtedness that ranks pari passu~~ with ~~the~~remaining ~~Notes~~carrying invalue ~~the~~as ~~future.~~of ~~During the year ended~~ December 31, ~~2007~~2010, the ~~Company~~ ~~converted~~following ~~Convertible~~table ~~debt~~represents in the ~~amount~~expected ofamortization ~~$3,392,274,~~expense ~~net~~for ofeach ~~bond discount~~ of ~~$557,419,~~the innext ~~principal~~five ~~and~~years ~~accrued~~ending ~~interest,~~December ~~to common stock. Total shares issued in exchange for the debt were 40,851,517.~~31:

Due to the late registration of shares received in conversion of the Convertible Debt, penalty shares were awarded and issued to convertible note holders. The total number of penalty shares issued was 6,320,476.

	Trademarks & Trade Names		Patents		Non-Compete		Total
2011	$	104,562	$	339,031	$	41,000	$	484,593
2012		104,562		339,031		12,375		455,968
2013		104,562		339,031				443,593
2014		104,562		339,031				443,593
2015		104,167		337,101				441,268
Thereafter		413,282		334,336				747,618

~~Convertible bonds~~NOTE ~~remaining~~7. atACCRUED ~~December 31, 2009 and 2008 consisted of the following:~~EXPENSES

	December 31, 2009		December 31, 2008
December 2006 6% Convertible Bonds	$	50,000	$	50,000
February 2007 6% Convertible Bonds		-0-	$	50,000
	$	50,000	$	100,000

Accrued expenses at December 31 consisted of the following:

NOTE 6. NOTES PAYABLE and SERIES A-D, PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION

	2010		2009
Accrued Bonus	$	400,000	$	441,725
Accrued Dividends		252,432		27,941
Accrued Payroll		368,299		140,781
Accrued Interest		244,848		176,844
Accrued Expenses related to various non federal income tax filings		178,065		-
Other		234,485		304,710
Total	$	1,678,129	$	1,091,552

OnNOTE July 1, 2009 we offered to certain of our existing note holders the opportunity to exchange some or all of the principal, interest and loan fees totaling $6,328,212 of notes and notes payable to related parties, which included all accrued interest and related fees, (the “Debt”) for different series of preferred stock of Geos Communications IP Holdings, Inc8.~~, a Delaware corporation and our wholly owned subsidiary (“IP Holdings”).~~ ~~The~~CONVERTIBLE issuance price of the preferred stock of IP Holdings was $1.00 for every $1.00 of each note being exchanged. On July 31, 2009, the Company exchanged an aggregate of $5,598,385 (with approximately $729,827 of remaining debt and fees paid in cash to nonconverting holders) of the Debt into IP Holdings Series A–D Preferred Stock. The former secured debt included 12% interest with maturities of principal and all accrued interest originally due in 2008, and subsequently extended to 2009.BONDS

On December 9, 2006, the Company sold $2,000,000 of 6% secured convertible debentures pursuant to a Securities Purchase Agreement dated thereof. The Company received $1,625,000 in December 2006 and the remaining $375,000 in January 2007. The Debentures matured on May 9, 2007. The Debentures were convertible from time to time into 28,571,429 shares of Common Stock of the Company at the price of $.07 per share and 28,571,429 warrants exercisable at the price of $.07 per share, which were partially converted in 2007.

~~In connection~~Convertible ~~with~~bonds ~~the~~remaining ~~creation~~at ofDecember ~~IP Holdings~~31, ~~substantially~~2010 ~~all~~and of2009 ~~the~~consisted ~~Company’s intellectual property was transferred to IP Holdings, with the Company owning all~~ of the common stock of IP Holdings. The IP Holdings Preferred Stock provides for an accruing dividend of 12% per annum and a special dividend for up to two years in the event that the IP Holdings Preferred Stock has not been redeemed. In addition the Series A–D shares are subordinate to the Series F Preferred Shares described below.following:

With assistance from a independent third party, the company determined the initial fair value of the new preferred series to be $7,028,630 for the new shares issued. Subsequently, $574,041 has been accreted for interest plus dividends of $277,955, resulting in a balance of $7,880,627 as of December ~~31, 2009.~~2006 ~~The~~6% ~~final~~Convertible ~~redemption~~Bonds ~~amount is~~ $~~9,784,027~~ ~~which encompasses additional charges for each time period passing as follows:~~50,000

July 31, 2010		$	1,377,699
July 31, 2011		$	803,657

These bonds are past due as of December 31, 2010.

~~The Company~~NOTE ~~applies the guidance enumerated in ASC Topic No~~9. ~~480~~BORROWINGS ~~“Accounting~~UNDER ~~for Certain~~LINE ~~Financial~~OF ~~Instruments with Characteristics of both Liabilities and Equity~~CREDIT,” NOTES ~~and~~PAYABLE ~~“Classification~~AND ~~and~~PREFERRED ~~Measurement~~SHARES ofSUBJECT ~~Redeemable~~TO ~~Securities,”~~MANDATORY when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured initially at fair value with accretion of interest expense and dividends related to the shares added to the mandatory redemption value using the effective interest method. Redemption value approximates fair value at December 31, 2009 due to the short period of time from issuance to the reporting date.REDEMPTION

~~This exchange~~Borrowing ~~was~~under ~~also~~Line ~~deemed to be debt extinguishment for the notes payable according to the ASC Topic No.405- Liabilities and 470-50 – Debt, Modifications and Extinguishments As a result~~ of ~~this exchange a loss on debt extinguishment of $1,469,523 was recorded and is included in the Consolidated Statement of Operations for the year ended of December 31, 2009.~~Credit

~~NOTE 7. SERIES~~On February 23, 2010, the Company issued a Drawdown Promissory Note (included in the Consolidated Balance Sheets under “Borrowing under Line of Credit”) in an amount up to an amended maximum of $2,600,000 (as subsequently amended, the “Drawdown Note”) to an entity controlled by Stephen F. ~~CONVERTIBLE~~Butterfield ~~PREFERRED~~(“Butterfield”), ~~STOCK~~a current investor in the Company. The Drawdown Note accrues interest at a rate of 12% per annum and the principal and interest thereon is due and payable on the earlier of (i) the closing on at least $3,000,000 of subscriptions for newly created shares of Series I Preferred Stock of the Company; or (ii) August 23, 2010 (the “Maturity Date”) or extensions. Butterfield may convert all or any portion of the principal balance of and/or accrued but unpaid interest on the Drawdown Note into the securities we anticipate offering in a private placement of equity in the form of Preferred Stock and warrants, at a conversion price equal to the purchase price paid for the Preferred Stock and warrants in the private placement. The Drawdown Note requires the issuance of a warrant to purchase 10,000 shares of Common Stock for each $100,000 drawdown there under at a purchase price of $0.20 per share. The term of each warrant is three years from date of issuance. At December 31, 2010, $2.6 million was outstanding. The carrying value approximated the fair value as of December 31, 2010. In addition, the maturity date on the note was initially extended to March 31, 2011, and as compensation for extending the maturity date, the Company issued a warrant to purchase 572,000 shares of Common Stock at a purchase price of $0.08 per share. On April 4, 2011, the Company settled its outstanding obligations under the Drawdown Note, including accrued interest, by transferring ownership of 1,164,287 common shares of D Mobile to the lender.

InNote 2009, the Company issued Series F Convertible Preferred Stock, no par value (the “Series F Preferred Shares”). Each share of the Series F Preferred Shares is convertible at the option of the holder into shares of our Common Stock, no par value. The number of shares of Common Stock issuable upon conversion is determined by dividing the stated value, or $1,000, by a conversion price of $ 0.50, subject to adjustment as provided in the Certificate of Designations. In addition, each share of Series F Preferred Shares will automatically convert (i) if certain milestones provided in the Certificate of Designations are met, (ii) if such share is outstanding on the third anniversary of the date that Series F Preferred Shares are first issued or (iii) if the holders of more than fifty percent of the outstanding Series F Preferred Shares so consent. Without the express written consent of holders of at least fifty percent of the then-outstanding Series F Preferred Shares (as well as any holders of more than twenty percent of the then-outstanding Series F Preferred Shares) the Company may not authorize or issue any additional class or series of equity securities of the Company ranking senior to, or pari passu with, the Series F Preferred Shares with respect to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. The holders of Series F Preferred Shares are entitled to elect one director to the Board of Directors, but the Series F Preferred Shares otherwise carry no voting rights other than those required by law.Payable

~~The Series~~On FJuly ~~holders~~1, ~~may~~2010, ~~convert~~a director loaned the Company $150,000 atto ~~their~~be ~~discretion~~repaid on the earlier of (~~subject~~i) the receipt and acceptance of $2,000,000 in subscriptions under an offering to asell ~~conversion restriction~~D ~~prohibiting~~Mobile ~~any~~common ~~conversion~~stock ~~that~~or ~~would~~(ii) ~~result~~December in31, a2010, ~~Series~~which Fdate ~~holder’s beneficially~~was ~~owning~~subsequently ~~more~~extended ~~than~~to 4May 31, 2011.9% ofAs compensation for extending the ~~then-issued~~maturity ~~and~~date ~~outstanding~~on ~~Common Stock)~~the loan, ~~all~~the orCompany ~~any~~issued of the director a warrant to purchase 33,000 shares ~~into~~of Common ~~Shares~~Stock at a ~~conversion~~purchase price of $0.~~50,~~08 ~~resulting~~per inshare. The ~~15,100,000~~note ~~shares~~bears ofinterests ~~Common~~at ~~Stock~~12%. ~~During~~On April 4, 2011, the ~~year~~ ~~ended~~Company ~~December~~settled 31its outstanding obligations under the note, ~~2009~~including accrued interest, noby ~~Series~~transferring Fownership ~~Preferred~~of ~~Shares~~65,484 ~~were converted~~common shares of D Mobile to the lender.

~~The Company~~On ~~has~~December ~~the~~2, ~~option~~2010, ~~to redeem all or~~ a ~~portion~~director ofloaned the ~~outstanding~~Company ~~Series F Preferred Shares at~~ $250,000 ~~per~~to ~~share,~~be ~~for~~repaid aon ~~total~~the ~~redemption~~earlier ~~price~~ of ~~$15,100,000.~~ ~~Holders~~(i) ~~of Series F Preferred Shares also have~~ the ~~option~~sale ~~to require~~by the Company, subsequent to ~~redeem~~the ~~their~~date ~~Series~~of Fthe ~~Preferred~~note, ~~Shares~~of if$200,000 in the ~~Company fails~~shares toin ~~pay~~D ~~required~~Mobile ~~dividends~~held toby ~~such~~the ~~holders~~Company or ~~breaches~~(ii) ~~any~~February ~~material representation~~28, ~~warranty~~2011. The ornote ~~covenant~~bears ~~contained~~interests inat ~~the~~a ~~Certificate~~rate of ~~Designations~~ or12% inper ~~any~~annum. The ~~subscription~~maturity ~~agreement~~date ~~pursuant~~has tobeen ~~which~~extended ~~any~~to ~~Series~~April ~~F Preferred Shares are issued~~30, ~~and such failure is not cured~~2011.

In relation to the issuance of the warrants for extending the terms of the notes payable and the Drawdown note, the Company recorded interest expense of $102,126.

~~The Company~~Preferred ~~applies~~Shares ~~the~~Subject guidance enumerated in ASC Topic No. 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. In addition, the Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to ~~redemption~~Mandatory ~~upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity.~~Redemption

~~In connection~~On ~~with~~July ~~the~~1, ~~multiple~~2009, ~~issuances~~we ofoffered ~~7,550~~to ~~shares~~certain of ~~Preferred~~our ~~Series~~existing ~~F shares,~~note ~~7,550,000~~holders ~~warrants~~the ~~were~~opportunity ~~issued. The~~to ~~proceeds~~exchange some or all of $7the principal,~~410,000, net~~ ofinterest ~~cost~~and ofloan fees under $~~140~~6,~~000~~328,212 ~~were~~of ~~allocated~~notes, ~~based~~which onincluded all accrued interest and related fees, (the ~~relative~~“Debt”) ~~fair~~for ~~values~~different series of ~~the underlying~~preferred ~~shares~~stock ~~and~~of ~~warrants~~Geos IP Holdings. The ~~value~~issuance ~~allocated~~price toof the ~~shares~~preferred stock of IP Holdings was $51.00 for every $1.00 of each note being exchanged. On July 31,~~047~~ 2009,~~057~~ ~~and~~the isCompany ~~shown~~exchanged asan ~~temporary~~aggregate ~~equity~~of on$5,598,385 of the ~~Consolidated~~Debt ~~Balance~~into ~~Sheets and~~IP isHoldings ~~outside~~Preferred ofStock. ~~stockholders’~~The ~~equity~~former ~~because~~secured ~~such~~debt ~~shares~~included ~~are~~12% ~~contingently redeemable~~interest ~~because~~with ~~payment~~maturities of ~~required~~principal ~~dividend is~~and ~~not~~all ~~within~~accrued interest due in 2009. In connection with the ~~control~~ creation of IP Holdings, substantially all of the Company.’s ~~The~~intellectual ~~beneficial~~property ~~conversion~~was ~~feature~~transferred ~~totaled~~to $2IP Holdings,~~870,825, and~~ iswith ~~included~~the inCompany ~~Common~~owning all of the common stock of IP Holdings. The IP Holdings Preferred Stock, Noprovides ~~Par,~~for ~~and~~an ~~was~~accruing ~~recognized~~dividend asof 12% per annum and a ~~return~~special ondividend ~~the Preferred~~for ~~Series~~up Fto two years in the ~~period~~event ofthat ~~issuance~~the ~~because~~IP ~~the~~Holdings Preferred Stock ~~was immediately~~has ~~convertible~~not been redeemed. The Company obtained a valuation from an independent third party regarding the initial fair value of the ~~Preferred~~new ~~Series~~preferred Fseries ~~shares~~of ~~was~~ $7,~~049~~028,~~683~~630 atfor the new shares issued. For the years ended December 31, 2010 and 2009, the Company accreted interest and dividends of $2,044,791 and $851,996, respectively. The final redemption amount is $9,784,028, which encompasses additional interest charges through July 31, 2011 of $803,658.

~~The~~This ~~value allocated~~exchange was deemed to be debt extinguishment for the ~~warrants~~notes ~~issued~~payable according to ~~investors~~the ASC 405 and ~~warrants~~470-50 ~~issued~~As toa ~~pay transaction~~result ~~costs~~of ~~was~~this $2exchange,~~502,943,~~ ~~and~~a isloss ~~included~~on indebt ~~Common~~extinguishment ~~Stock~~of $1,469,523 ~~no par. The~~was ~~warrants~~recorded ~~are~~and ~~exercisable~~is atincluded ~~any~~in ~~time~~the atStatement ~~$.63,~~of Operations for athe ~~period~~ year ended of ~~three~~December ~~years~~31, 2009.

~~During the~~NOTE ~~year~~10. CERTAIN ~~ended~~RELATED ~~December~~PARTY ~~31, 2009, the Company declared and accrued dividends of 6% totaling of $176,844, which is due in six months and are included in accrued expenses on the Consolidated Balance Sheets.~~TRANSACTIONS

~~NOTE 8~~As noted in Note 9, the Company entered into notes payable from directors during 2010. ~~COMMON~~On ~~STOCK~~July ~~AND~~1, ~~STOCK~~2010, ~~OPTIONS~~a ~~AND~~director ~~WARRANTS~~loaned the Company $150,000 to be repaid on the earlier of the receipt and acceptance of $2,000,000 in subscriptions under an offering of D Mobile stock or (ii) December 31, 2010, which date was subsequently extended to March 31, 2011. As compensation for extending the maturity date of the loan, the Company issued the director a warrant to purchase 33,000 shares of Common Stock at a purchase price of $0.08 per share. The note bears interest at 12%. The outstanding obligations under the note were settled April 4, 2011 (refer to Note 17 below).

On ~~May 14~~December 2, ~~2009~~2010, a director of D Mobile, loaned D Mobile $50,000 to be repaid on the earlier of (i) the sale by the Company, ~~and~~subsequent ~~Board~~to the date of ~~Directors~~the ~~approved~~note, aof ~~reverse~~$200,000 ~~ten for~~in ~~one~~shares ~~reverse~~held ~~stock~~by ~~split~~the Company of (ii) February 28, 2011. AsThe ~~such,~~note ~~all~~bears ~~2008~~interest ~~Common~~at ~~Stock~~a ~~share prices~~rate ~~and~~of ~~amounts~~12% ~~have~~per ~~been~~annum. The ~~adjusted~~maturity ~~accordingly~~date was extended to April 30, 2011.

~~During 2004,~~Interest ~~the~~expense ~~Company’s~~incurred ~~board~~on ofcertain ~~directors~~notes ~~approved~~from ~~a stock option plan for its~~ officers, ~~directors~~ and ~~certain~~directors ~~key~~for ~~employees. Generally,~~ the ~~options vest over a period of three~~ years. ~~Compensation~~ended ~~expense~~December is31, ~~based~~2010 ~~upon straight-line amortization of the grant-date fair value over the implicit vesting period of the underlying stock option. In accordance with ASC Topic No. 718~~ and ~~No.~~2009 ~~505, the fair value of each stock option grant~~ was ~~estimated~~$9,897 onand ~~the date of the grant~~$90,233, ~~using the Black-Scholes option-pricing model~~respectively.

~~Stock options~~During ~~issued in 2009 were recorded at a fair value of $2~~2010,~~091,575~~ ~~using~~ the ~~following~~Company ~~attributes~~sold ~~and assumptions for 2009: share price of $0.09, risk-free interest rate of 1.37%, expected dividend yield of 0%, expected life of~~ 2~~.87 years, and expected volatility of 186~~%. ~~The Company estimates forfeitures~~ of ~~12%~~its ~~based~~shares ~~on historical experience. As~~ of ~~December 31,~~ ~~2009,~~D ~~there~~Mobile ~~was unrecognized compensation expense related~~ to ~~non-vested~~ ~~stock~~a ~~option~~director ~~agreements of $1,516,685. Assumptions~~ for ~~2008 were as follows: share price of~~ $~~0.09~~200, ~~risk-free interest rate of 1~~000.~~37%, expected dividend yield of 0%, expected life of 2.87 years, and expected volatility of 186%.~~

In addition, ~~the~~subsequent ~~Company has issued stock warrants~~ to ~~key~~year ~~employees~~end, ~~consultants, and certain investors, which vest upon issuance, and are accordingly expensed, with expiration dates of three years. The warrant fair value was determined by using~~ the ~~Black~~Company ~~Scholes~~sold ~~option~~newly ~~pricing~~issued ~~model.~~shares ~~Variables used in the Black-Scholes option-pricing model for 2009 and 2008, respectively include (1) risk-free interest rate~~ of ~~1.68%~~D ~~and3.30%,~~Mobile ~~(2) expected~~to ~~warrant~~certain ~~life~~officers of ~~3.2 years~~the ~~and~~Company ~~2.62,~~ (3)refer ~~expected~~to ~~volatility~~Note of17 ~~197% and 183% , and (4) zero expected dividends~~below.)

~~Information regarding~~NOTE ~~stock~~11. INCOME ~~options and warrants outstanding as of December 31, 2009 is summarized below:~~TAXES

	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2007		12,224,823		$	2.30
Option Granted		1,510,000			0.90
Warrants Granted		20,446,350			1.00
Canceled		(16,446,855	)		1.90
Exercised		(1,251,483	)		5.80
Outstanding at December 31, 2008		16,482,835			1.30
Exercised		(3,817,760	)		0.12
Option Granted, (1)		8,997,760			0.57
Warrants Granted, including 7,550,000 of Series F warrants granted in 2009		10,422,648			0.66
Canceled		(8,745,539	)		1.90
Outstanding at December 31, 2009		23,339,944		$	0.74
Exercisable December 31, 2009		18,067,764		$	.78

For the years ended December 31, 2010 and 2009, the Company had net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any deferred tax assets. Therefore, the Company has provided a valuation allowance against its deferred tax assets at December 31, 2010 and 2009, respectively. The Company has incurred net operating losses for federal income tax purposes of approximately $8,608,000 and $3,799,000 for the years ended December 31, 2010 and 2009 respectively. At December 31, 2010, the Company has total net operating loss carry forwards of approximately $46,900,000 which expire in various years ranging from 2021 to 2030. Based upon all available objective evidence, including the Company’s loss history, management believes it is more likely than not that the net deferred assets will not be fully realized. Therefore, the Company has provided a valuation allowance against its deferred tax assets at December 31, 2010 and 2009.

The Company may be subject to an annual limitation of its net operating loss utilization due to changes in ownership. The Shoot It! and D Mobile acquisitions are considered taxable acquisitions due to the preferred stock consideration determined to be non-qualified preferred, therefore no deferred taxes were provided.

(1) (1) At a special meeting of the Board of Directors held on October 15, 2009, the Board approved the Company’s 2009 Omnibus Long Term Incentive Plan (the “Plan”). A Registration Statement on Form S-8, filed on January 8, 2010, registered a total of 6,000,000 shares of Common Stock authorized for issuance under the Plan. The plan will be presented to shareholders for approval at the next Annual Meeting. The Company has granted options to purchase 2,510,000 shares under the plan, which options are subject to the Plan being approved by shareholders prior to October 15, 2010.

The exercise price for options outstanding and exercisable at December 31, 2009 was as follows:

Weighted

Underlying

Average

Underlying

Average

Range of

Options

Remaining

Exercise

Options

Exercise

Exercise Prices

Outstanding

Contractual Life (Years)

Price

Exercisable

Price

$ .01-$2.00

6,601,438

2.45

0.68

1,329,259

0.92

The exercise price for warrants outstanding at December 31, 2009 was as follows:

Weighted

Underlying

Average

Underlying

Average

Range of

Warrants

Remaining

Exercise

Warrants

Exercise

Exercise Prices

Outstanding

Contractual Life (Years)

Price

Exercisable

Price

$ .01-$1.00

16,738,505

9.5

0.77

16,738, 505

0.77

During the years ended December 31, 2009 and 2008, total compensation costs recognized in income from stock-based compensation awards was $574,891 and $349,827 respectively, and is included in general and administrative expenses on the Consolidated Statement of Operations. As of December 31, 2009, there was unrecognized compensation expense related to non-vested stock option agreements of $1,516,685.

During the years ended December 31, 2009 and 2008, total warrants issued for services was $1,497,898 and $1,202,423, respectively, and is included in the Consolidated Statement of Operations.

The intrinsic value of options exercised during 2009 and 2008 is $0 and $275,326 respectively.

NOTE 9. CERTAIN RELATED PARTY TRANSACTIONS

Interest expense incurred on certain notes from officers and directors for the years ended December 31, 2009 and 2008 was $90,233 and $116,909, respectively which was issued at market rates.

NOTE 10. INCOME TAXES

For the years ended December 31, 2009 and 2008, the Company had net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any deferred tax assets. Therefore, the Company has provided a valuation allowance against its deferred tax assets at December 31, 2009 and 2008, respectively. The Company has incurred net operating losses for federal income tax purposes of $11,661,985 and $953,802 for the years ended December 31, 2009 and 2008 respectively. At December 31, 2009, the Company has total net operating loss carry forwards of $54,401,778 which expire in various years ranging from 2009 to 2029. Based upon all available objective evidence, including the Company’s loss history, management believes it is more likely than not that the net deferred assets will not be fully realized. Therefore, the Company has provided a valuation allowance against its deferred tax assets at December 31, 2009 and 2008.

Deferred taxes are detailed as follows:

	December 31, 2009			December 31, 2008
	December 31,
Deferred Income Tax Liability:
	2010			2009
Patents and Trademarks	$	164,482		$	216,982
Deferred Income Tax Liability
Deferred Income Tax Assets:
Patents and Trademarks	$	(232,810	)	$	(164,482	)
Net Operating Loss Available		18,503,411			14,538,336
Deferred Income Tax Assets
Research and Development Expenses		146,497			195,329
Net Operating Losses		18,757,284			18,503,411
Accrued Expenses		1,581,566			1,~~535~~581,~~008~~566
		20,231,474			16,268,673
Research and Development Expenses		108,814			146,497
Valuation Allowance		(20,066,992	)		16,051,691
Deferred Compensation		739,123			-
Deferred Income Tax Asset		164,482			216,982
Valuation Allowance		(20,953,977	)		(20,066,992	)
Net Deferred Income Taxes	$	-		$	-
Deferred Income Tax Asset		232,810			164,482
Deferred Income Taxes	$	-		$	-

Reconciliation between the income tax benefit determined by applying the applicable Federal statutory income tax rate of 34% to the pre-tax loss is as follows for the period indicated:

	December 31, 2009			December 31, 2008
	Years ended December 31,
Tax benefit at statutory income tax rate	$	(4,346,659	)	$	(1,028,132	)
	2010			2009
Meals and entertainment		9,863			4.965
Tax Benefit at Statutory Income Tax Rate	$	(4,341,237	)	$	(4,346,659	)
Stock based compensation		201,212			95,818
Meals and Entertainment		5,567			9,863
Other		120,283			29,765
Stock Based Compensation		(406,640	)		201,212
Change in valuation allowance		4,015,301			897,584
Gain on Sale of Subsidiary Stock		827,648			-
Tax benefit reported	$	-		$	-
Gain on Conversion of Debt to Stock		1,569,381			-
Non-deductible Interest		1,013,876			-
Other		444,420			120,283
Change in Valuation Allowance		886,985			4,015,301
Tax Benefit Reported	$	-		$	-

~~Effective December 1,~~Interest ~~2007,~~costs ~~we adopted the provisions of ASC 740-10 (formerly FIN 48), which contains a two-step process for recognizing~~ and ~~measuring~~penalties ~~uncertain tax~~related ~~positions. The first step is~~ to ~~determine~~uncertain ~~whether~~income ~~or not a~~ tax ~~benefit should~~positions beare ~~recognized.~~classified Aas ~~tax~~part ~~benefit will be recognized if the weight~~ of ~~available~~ ~~evidence indicates that~~ the income tax ~~position~~provision isin ~~more likely than not to be sustained upon examination by~~ the ~~relevant~~consolidated ~~tax~~financial ~~authorities~~statements. ~~The~~For ~~recognition~~the ~~and measurement~~years ofended ~~benefits related to our tax positions requires significant judgment~~December 30, as2010 ~~uncertainties~~and ~~often exist with respect to new laws~~2009, ~~new interpretations~~we ofrecognized ~~existing~~no ~~laws,~~interest and ~~rulings~~penalty byfees ~~taxing~~related ~~authorities.~~to ~~Differences between~~uncertain ~~actual~~income ~~results~~tax ~~and our assumptions or changes in our assumptions in future periods are recorded in the period they become known~~positions. ~~Interest costs~~It ~~and~~is ~~penalties~~determined ~~related~~not to ~~income~~be ~~taxes~~reasonably ~~are~~likely ~~classified~~for ~~as income tax expenses in~~ the ~~consolidated~~amounts ~~financial statements. As~~ of ~~December~~unrecognized ~~31, 2009~~tax ~~and~~benefits ~~2008~~to ~~the~~significantly ~~company~~increase ~~has~~or ~~not~~decrease ~~identified~~within ~~any~~the ~~uncertain~~next ~~tax positions~~12 months. We are currently subject to a three year statute of limitations by major tax jurisdictions. We and our domestic subsidiaries file income tax returns in the U.S. federal, ~~jurisdiction~~state and foreign jurisdictions.

~~NOLs~~NOTE ~~may be limited and the company is in process of determining if such a triggering event took place~~12. ~~The~~CONVERTIBLE ~~company~~PREFERRED is in process of determining if a change in control, for purposes of Internal Revenue Code section 382, occurred during a testing period in 2009. If it is determined there was a change in control, the net operating losses will be subject to an annual limitation on their utilization. At this time, the annual limitation, if any, is not readily determinable.SHARES

~~NOTE 11. LEASE~~Series ~~OBLIGATIONS~~F Convertible Preferred Shares

~~The~~ In 2009, the Company ~~leases~~issued ~~its~~7,550 ~~office~~shares ~~facilities~~of inSeries ~~Southlake,~~F ~~Texas~~Preferred ~~under~~Shares, anpar ~~operating lease~~value ~~expiring~~$.0001 inper ~~June~~share ~~2012~~(Series F). The ~~Company~~Series ~~also~~F ~~leases~~holders ~~space~~shall ~~in Atlanta,~~be ~~Georgia~~entitled ~~for~~to: ~~its~~(1) ~~network~~vote ~~operations~~on an equal per share basis as holders of common stock; (2) dividends on an if-converted basis; and (3) a ~~month~~liquidation preference equal to ~~month~~ the greater of $1, per share of Series F (subject to adjustment) or such amount that would have been paid on an if-converted basis. Each Series F holder may treat as a dissolution or winding up of the Company any of the following transactions: a consolidation, merger, sale of substantially all the assets of the Company’s, issuance/sale of common stock of the Company constituting a majority of all shares outstanding and a merger/business combination, each as defined.

~~Total rent~~The ~~expensed~~Series ~~during~~F holders may convert, at their discretion, all or any of the shares into common stock at a conversion price of $0.50. During the years ended December 31, ~~2009~~2010 and ~~2008~~2009, ~~was~~no ~~$73,487~~shares ~~and $76,624~~of the Company’s Series F Preferred Shares were converted.

The Series F Preferred Shares also have the option to require the Company to redeem such shares if the Company fails to pay required dividends to such holders or breaches any material representation, warranty or covenant contained in the Certificate of Designations or in any subscription agreement pursuant to which any Series F Preferred Shares are issued, and such failure or breach is not cured.

In connection with the multiple issuances of 7,550 shares of Preferred Series F shares, 7,550,000 warrants to purchase common stock were issued. The proceeds of $7,410,000, net of cost of $140,000, were allocated based on the relative fair values of the underlying shares and warrants. The fair value of the shares was $5,047,057 and is included in temporary equity, and the fair value of the warrants was $2,870,825, and is included in common stock. The shares are shown as temporary equity on the Consolidated Balance Sheets and are outside of stockholders’ deficit because such shares are contingently redeemable, since payment of the required dividend is not within the control of the Company.

During the years ended December 31, 2010 and 2009, the Company declared and accrued dividends of 6% totaling $454,105and $ 176,844, which are due in six months from the respective year end.

Series G Convertible Preferred Shares

The Company authorized 20,000 shares of Series G Preferred Stock on February 12, 2010. Subsequently, 5,278 shares were issued in connection with two acquisitions which are discussed in Note 4 along with the details of the Series G Preferred Stock.

Series H Convertible Preferred Shares

During April, 2010, the Company authorized 20,000 shares of Series H Convertible Preferred Stock, no par value (the “Series H”). The Series H Preferred Shares rank pari passu with shares of the Company’s Series F Preferred Shares and Series G Preferred Shares, but otherwise rank senior to shares of all other series of Common Stock and Preferred Shares of the Company with respect to dividends, distributions, and payments upon liquidation, dissolution, and winding up of the Company.

Each of the Series H Preferred Shares is convertible at the option of the holder into shares of our Common Stock. The number of shares of Common Stock issuable upon conversion is determined by dividing the stated value, or $1,000, by a conversion price of $0.20, subject to adjustment as provided in the Certificate of Designations. Holders of Series H Preferred Shares are entitled to vote on an as-converted basis with the holders of the Common Stock, except as otherwise required by law or as specifically provided in the Certificate of Designations. As further described in the Certificate of Designations, the holders of Series H Preferred Shares are entitled to elect one director to the Board of Directors.

The Company has the option to redeem all or a portion of the outstanding Series H Preferred Shares at $2,000 per share. Holders of Series H Preferred Shares also have the option to require the Company to redeem their Series H Preferred Shares if the Company fails to pay required dividends to such holders or breaches any material representation, warranty or covenant contained in the Certificate of Designations or in any subscription agreement pursuant to which any Series H Preferred Shares are issued, and such failure or breach is not cured.

In connection with the issuance of 350 Series H Preferred Shares, warrants for the purchase of 875,000 shares of Common Stock were also issued. The proceeds of $350,000 were allocated based on the relative fair values of the underlying shares and warrants. The portion of the $350,000 proceeds allocated to the Series H preferred shares was $232,482. The shares are shown as temporary equity on the Consolidated Balance Sheets and are outside of stockholders’ deficit because such shares are contingently redeemable because payment of the required dividend is not within the control of the Company. The beneficial conversion feature totaled $123,038, and was included in common stock as of December 31, 2010, and was recognized as a dividend associated with the beneficial conversion feature representing a return on the Series F Preferred Shares in the period of issuance because the Preferred Stock was immediately convertible.

The value allocated to the warrants issued to investors, was $117,518, and was included in common stock as of December 31, 2010. The warrants are exercisable at any time at $.20, for a period of three years. As of December 31, 2010, there had been no exercise of warrants.

During the year ended December 31, 2010, the Company accrued dividends of 6% totaling $14,712. As of December 31, 2010, $4,126 in dividends was paid in common stock. The remaining balance at December 31, 2010 of $10,586 is included in accrued expenses on the consolidated balance sheets.

Series I Convertible Preferred Stock

In July 2010, the Board of Directors authorized the creation of Series I Preferred Stock, no par value per share (“Series I”). The shares are part of an offering of up to $8,000,000 of Series I Preferred Stock and Warrants. The Company received approximately $427,000 in proceeds from subscription agreements related to the Series I Preferred Stock and warrants to purchase common stock during the third quarter ended September 30, 2010, of which $100,000 was from a director of the Company.

~~Future minimum~~The ~~lease~~Series ~~obligations~~I ~~under~~Preferred Shares rank pari passu with shares of the Company’s Series F, H and G Convertible Preferred Stock, but otherwise rank senior to shares of all ~~operating~~other ~~leases~~series ~~for~~of ~~each~~Common ~~year~~Stock ~~ended December~~and 31Preferred Stock of the Company with respect to dividends, ~~are~~distributions, asand ~~follows:~~payments upon liquidation, dissolution, and winding up of the Company.

2010	$	107,975
2011	$	116,090
2012	$	58,947
2013	$	-0-
2014 and thereafter	$	-0-

Each of the Series I Preferred Shares is convertible into common stock of the Company at the election of the holder beginning 6 months after the issuance date. The Conversion Price is the weighted average price of the common stock for the 10 days prior to delivery of the conversion notice. However, the conversion price cannot be below $0.10 per share or above $0.25 per share. The number of shares issued upon conversion is determined by dividing the stated value of $1,000 by the conversion price.

~~NOTE 12~~Holders of Series I Preferred Shares are entitled to vote on an as-converted basis with the holders of the Common Stock, except as otherwise required by law or as specifically provided in the Certificate of Designations. ~~LIQUIDITY~~ ~~AND~~As ~~MANAGEMENTS~~further ~~PLANS~~described in the Certificate of Designations, the holders of Series I Preferred Shares are entitled to elect one director to the Board of Directors.

AsThe ~~shown in~~Company has the ~~accompanying~~option ~~consolidated~~to ~~financial~~redeem ~~statements,~~all ~~the~~or ~~Company incurred~~ a ~~net~~ ~~loss~~portion of ~~$12,552,050~~the ~~and~~outstanding Series I Preferred Shares at $2,~~937,520~~000 ~~during~~per share. Holders of Series H Preferred Shares also have the ~~years~~option ~~ended~~to ~~December~~require ~~31,~~the ~~2009 and~~Company ~~2008,~~to ~~respectively,~~redeem ~~and~~their asSeries ofH ~~December~~Preferred ~~31,~~Shares ~~2009,~~if the Company’s ~~current liabilities~~fails ~~exceeded~~to ~~its~~pay ~~current~~required ~~assets~~dividends byto ~~$442~~such holders or breaches any material representation,~~354~~ ~~and~~warranty ~~its~~or ~~total~~covenant ~~liabilities exceeded~~contained ~~its~~in ~~total~~the ~~assets~~Certificate byof ~~$4,102,066~~Designations or in any subscription agreement pursuant to which ~~includes~~any ~~the~~Series H Preferred Shares ~~subject~~ toare ~~mandatory~~issued, ~~redemption~~and ofsuch ~~$7,880,627~~failure or breach is not cured.

~~The accompanying~~In ~~consolidated~~connection ~~financial~~with ~~statements~~the ~~have~~issuance ~~been~~of ~~prepared~~427 inSeries ~~conformity with~~I ~~generally~~Preferred ~~accepted~~Shares, ~~accounting~~warrants ~~principles~~for the purchase of 1,510,330 ~~which~~shares ~~contemplate~~of ~~continuation~~Common Stock were also issued. The proceeds of $427,000 were allocated based on the ~~Company~~relative asfair avalues ~~going~~of ~~concern~~the underlying shares and warrants. The ~~Company~~portion ~~has~~of ~~sustained~~the ~~substantial operating~~$427,000 ~~losses~~proceeds ~~since~~allocated ~~commencement~~to ofthe ~~operations~~Series I preferred shares was $288,445. The ~~Company~~Shares ~~has~~are ~~also incurred~~shown ~~negative~~as ~~cash~~temporary ~~flows~~equity ~~from~~on ~~operating~~the ~~activities~~Consolidated Balance Sheets and is outside of stockholders’ deficit because such shares are contingently redeemable because payment of required dividend is not within the ~~majority~~control of the Company’s. ~~assets~~The ~~are~~beneficial ~~intangible~~conversion ~~assets~~feature totaled $172,640, ~~which~~and ~~were~~was ~~not~~included ~~considered~~in ~~impaired~~common stock as of December 31, 2010, and was recognized as a return on the Series H Preferred Shares in the ~~current~~period ~~year~~of issuance because the Preferred Stock was immediately convertible.

InThe ~~view of~~value ~~these~~allocated ~~matters~~to the warrants issued to investors was $138,555, ~~realization~~and was included in common stock as of aDecember ~~major~~31, ~~portion~~2010. For every share of ~~the~~Common ~~assets~~Stock inthat the ~~accompanying~~ ~~consolidated~~Series ~~balance~~I ~~sheet~~Preferred isShares ~~dependent~~may ~~upon~~convert ~~continued~~into ~~operations of~~at the ~~Company~~conversion price on the issue date, the Investor(s) will receive 50% of a warrant which iswill inbe ~~turn~~exercisable ~~dependent~~for onCommon Stock at a price of $0.25 per share. These warrants will mature 3-years from the ~~Company~~issue ~~restructuring~~date. The ~~its financing~~warrants ~~arrangements,~~are ~~and/~~callable for $0.01 per warrant if the shares of Common Stock trade at or ~~obtaining~~above ~~additional~~200% ~~financing~~of the exercise price according to the variable weighted average price for 20 business days. As of December 31, ~~and achieving~~ a2010, ~~positive~~there ~~cash~~had ~~flows~~been ~~while~~no ~~maintaining~~exercise ~~adequate liquidity~~of warrants.

~~The Company~~During ~~has undertaken a number of specific steps to achieve positive cash flow in~~ the ~~future. These~~twelve ~~actions~~months ~~include~~ended ~~the~~December ~~two~~31, ~~acquisitions consummated in the first quarter of~~ 2010 ~~and draw down loan described in footnote 14 along with the economic cost associated with the integration~~, ~~and debt restructuring and equity placements which occurred at~~ the ~~same~~Company ~~time~~accrued asdividends ~~the acquisitions in the first quarter~~ of ~~2010.~~8% ~~The Company has taken further action to reduce its ongoing operating costs~~totaling $17, ~~and has been in discussions with the secured and unsecured creditors regarding restructuring of commitments~~598. ~~Other~~The ~~actions~~dividends ~~include continued~~are ~~increases~~due insemiannually ~~revenues~~are byincluded ~~introducing new products and revenue streams, reductions~~ in ~~the~~accrued ~~cost~~expenses of revenues, continued expansion into new territories, reviewing additional financing options, and accretive acquisitions. Management believes that the actions undertaken as a whole provide the opportunity for the Company to continue as a going concern, although this will be highly dependent on the ~~ability~~Consolidated toBalance ~~restructure our financing arrangements~~Sheets.

~~The Company~~In ~~has~~October ~~identified~~of ~~several~~2010 ~~new business strategies that may enable~~ the ~~Company~~ ~~to reach its profitability goals. First, the~~ Company ~~currently~~initiated ~~has~~ a ~~detailed~~tender ~~plan~~offer ~~under~~to ~~which~~exchange itSeries ~~will~~I ~~bring~~Preferred instock ~~new~~and ~~capital~~warrants for ~~both~~all ~~its~~of ~~short term as well as its long term liquidity needs. The Company is in negotiations with several companies to enable~~ the ~~Company~~outstanding toSeries ~~ultimately~~F ~~expand~~Preferred ~~the~~stock ~~market~~ and ~~revenues~~ ~~for~~Series ~~its~~H ~~products~~Preferred ~~and~~stock ~~services. Management believes that new products it has~~ in ~~development,~~addition ~~the potential for newly identified business relationships coupled with new capital from sophisticated investors, should allow the Company~~ to ~~achieve~~all ~~its~~related ~~goal~~warrants ~~of positive cash flow within~~ (the ~~next twelve~~“Exchange ~~months~~Offer”). ~~There can be no assurances that such efforts will be successful.~~ The ~~Company~~offer ~~may~~was ~~finance~~approved ~~these~~by ~~new~~the ~~business~~SEC ~~opportunities~~in ~~through~~February ~~a combination~~ of ~~equity and/or debt~~2011. All Ifof the ~~Company~~outstanding ~~determines~~Series toF ~~finance~~Preferred ~~these~~shares ~~opportunities by issuing additional equity, then such equity may have rights~~ and ~~preferences superior~~Series toH ~~the~~Preferred ~~outstanding~~shares ~~Common Stock,~~ and ~~the~~related ~~issuance~~warrants ofhave ~~such~~been ~~equity~~tendered ~~will dilute~~for ~~the~~exchange ~~ownership~~pursuant ~~percentage of the Company’s existing shareholders. If the Company determines~~ to ~~finance these opportunities by incurring debt, then such debt may not be available to~~ the ~~Company~~Exchange ~~on favorable terms, if at all~~Offer.

~~In addition,~~NOTE ~~on February 23, 2010, the Company issued a Drawdown Promissory Note in an amount up to a maximum of $2,000,000 (the “Drawdown Note ”) to Butterfield Family Trust U/A/D 1/12/99 (the “ Trust ”)~~13. ~~The Drawdown~~COMMON ~~Note~~STOCK ~~accrues~~AND ~~interest~~STOCK atOPTIONS aAND rate of 12% per annum and the principal and interest thereon is due and payable on the earlier of (i) the closing on at least $5,000,000 of subscriptions for shares of Series H Preferred Stock of the Company, which is a series of preferred stock we anticipate creating (the “Series H Preferred Stock”) in the Offering (as defined below); or (ii) August 23, 2010 (the “Maturity Date”). The Trust may convert all or any portion of the principal balance of and/or accrued but unpaid interest on the Drawdown Note into the securities we anticipate offering in a private placement of equity in the form of Series H Preferred Stock and warrants (the “Offering”), at a conversion price equal to the purchase price paid for the Series H Preferred Stock and warrants in the Offering. The Drawdown Note requires the issuance of a warrant to purchase 10,000 shares of Common Stock for each $100,000 drawdown there under at a purchase price of $0.20 per share. The term of each Warrant is three years from the issuance date of each Warrant. At April 23, 2010 we had drawn down all amounts under the line of credit.WARRANTS

During 2009, the Company and Board of Directors approved a reverse ten for one reverse stock split. As such, all 2009 Common Stock shares and amounts have been adjusted retroactively.

During 2004, the Company’s board of directors approved a stock option plan for its officers, directors and certain key employees. Generally, the options vest over a period of three years. Compensation expense is based upon straight-line amortization of the grant-date fair value over the implicit vesting period of the underlying stock option. In accordance with ASC 718 and 505, the fair value of each stock option grant was estimated on the date of the grant, using the Black-Scholes option-pricing model.

~~NOTE 13~~Assumptions for stock options issued in 2009 were as follows: share price of $0. ~~SUPPLEMENTAL~~09, ~~CASH~~risk-free ~~FLOW~~interest ~~DISCLOSURES~~rate of 1.37%, expected dividend yield of 0%, expected life of 2.87 years, and expected volatility of 186%. The Company estimates forfeitures of 30% based on historical experience.

~~Interest paid~~In addition, ~~income~~the ~~taxes~~Company ~~paid~~has issued stock warrants to key employees, consultants, and ~~non~~certain investors, which vest upon issuance, with expiration dates of one-~~cash~~to-ten ~~transactions~~years. ~~incurred~~The ~~during~~warrant fair value was determined by using the ~~years ended~~Black ~~December~~Scholes ~~31,~~option pricing model. Variables used in the Black-Scholes option-pricing model for 2010 and 2009, respectively include (1) risk-free interest rate of .76% and ~~2008~~1.68%, ~~was~~(2) expected aswarrant ~~follows:~~life of 2.2 and 3.2 years, (3) expected volatility of 204% and 197%, and (4) zero expected dividends. The Company estimates forfeitures of 12% based on historical experience.

	2009		2008
Interest Paid	$	78,342	$	46,143
Income Taxes	$	-0-	$	-0-
Non-Cash Transactions:
Payment of Debt and accrued interest with Preferred Stock	$	5,598,385	$	1,008,264
Exercise of Warrants		—		3,218,551
Financing Cost paid via issuance of warrants	$	247,367		—

Information regarding stock options and warrants outstanding as of December 31, 2010 is summarized below:

NOTE 14. SUBSEQUENT EVENTS

	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2008		16,482,835		$	1.30
Exercised		(3,817,760	)		0.12
Option Granted		8,997,760			0.57
Warrants Granted, including 7,550,000 of Series F Warrants granted in 2009		10,422,648			0.66
Canceled		(8,745,539	)		1.90
Outstanding at December 31, 2009		23,339,944			0.74
2009 Omnibus Plan forfeited		(2,510,000	)		0.57
Warrant expired in 2010		(1,027,144	)		0.78
Granted in 2010		1,775,000			0.19
Expired or canceled		(1,901,402	)		1.12
Forfeited during the period		(225,000	)		.087
Outstanding at December 31, 2010		19,451,398			.071
Exercisable December 31, 2010		18,078,342			0.70
Vested, Exercisable, and expected to Vest		19,025,765			0.70

~~On February~~The ~~19,~~exercise ~~2010,~~price ~~the~~for ~~Company~~options ~~entered~~outstanding ~~into~~ and ~~closed~~exercisable anat ~~Agreement~~December ~~and Plan of Merger (the “Shoot It! Merger Agreement)” with Shoot It!~~31, ~~LLC.,~~2010 an Arizona limited liability company (“Shoot It!”), certain security holders of Shoot It! and Shoot It! Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Shoot It! Merger Sub”). Subject to the terms and conditions of the Shoot It! Merger Agreement, Shoot It! was ~~merged with and into Shoot It! Merger Sub (the “Shoot It! Merger”) with Shoot It! Merger Sub surviving~~ as ~~a wholly-owned subsidiary of the Company.~~follows:

At Closing, the Company issued 2,000 shares of Geos newly issued Series G Convertible Preferred Stock, stated value of $1,000 per share, no par value per share (“Series G Preferred Stock”) and held back 500 shares of Series G Preferred Stock in order to satisfy potential indemnification obligations under the Shoot It! Merger Agreement. Any Series G Preferred Stock remaining after the expiration of the holdback period set forth in the Shoot It! Merger Agreement will be issued pro rata to the Shoot It! security holders. The Series G Preferred stated value is convertible to common shares of the Company at $ .50 per share, and carries a 6% dividend rate on the stated value. Upon certain milestones related to share pricing, the Series G preferred shares automatically convert to common shares. The Company is currently obtaining an independent valuation of the Series G Preferred Stock, and an estimate of the event’s financial effect cannot be made at this time.

Shares Underlying Options Outstanding							Shares Underlying Options Exercisable and Expected to Vest
Range of Exercise Prices	Shares Underlying Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Shares Underlying Options Exercisable		Weighted Average Exercise Price
$0.70-$1.20		3,780,000		1.07		.83		3,780,000		.83

~~On February~~The ~~12,~~shares ~~2010,~~underlying the ~~Company~~options ~~entered into an Agreement~~ and ~~Plan of Merger (~~the “D ~~Mobile~~exercise ~~Merger~~price ~~Agreement)”~~are ~~with~~as ~~D Mobile,~~follows: ~~Inc.~~1, ~~a Delaware corporation (“D Mobile”)~~750,000 ~~Jonathan~~shares ~~Serbin (“Serbin”)~~at ~~and D Mobile Acquisition, Inc~~$0.,70; a Delaware corporation and wholly-owned subsidiary of the Company (“D Mobile Merger Sub”). Subject to the terms and conditions of the D Mobile Merger Agreement, D Mobile was merged with and into D Mobile Merger Sub (the “D Mobile Merger”) with D Mobile Merger Sub surviving as a wholly-owned subsidiary of the Company. On March 1, ~~2010~~005,000 ~~the Company~~shares ~~entered~~at ~~into a First Amendment to the D Mobile Merger Agreement (the “ First Amendment”)~~$1.00; ~~Pursuant to the First Amendment~~825,000 ~~the~~shares Dat ~~Mobile Merger Agreement was amended to provide for each D Mobile securityholder to have the option for ten days following the closing of the Merger to elect (the “Cash Election”) to receive~~ $490.6880 ~~in lieu of each share of Series G Preferred Stock~~ and ~~each Parent~~200,000 ~~Warrant~~shares toat ~~purchase a share of Series G Preferred Stock that such securityholder would have received in the D Mobile Merger~~$1.20.

~~At Closing~~The onexercise ~~March~~price ~~1, 2010, the Company paid $75,002.39 to one D Mobile Shareholder that opted~~ for ~~the Cash Election and issued 2,473.24 shares of Geos Series G Convertible Preferred Stock and~~ warrants tooutstanding ~~purchase 205.32 shares of Series G Preferred Stock~~ at a price of $0.50 per share (“Parent Warrants”). Pursuant to the Merger Agreement the Series G Preferred Stock consideration was reduced by 121.20 shares of Series G Preferred Stock to repay a $60,000 Convertible Promissory Note dated December 2231, ~~2009 issued~~2010 bywas Das Mobile in favor of the Company. Additionally (i) 637.61 shares of Series G Preferred Stock and 52.92 Parent Warrants were held back by the Company in order to satisfy Serbin’s and the other D Mobile security holders’ potential indemnification obligations under the D Mobile Merger Agreement and (ii) 177.53 shares of Series G Preferred Stock will be held back to satisfy the conversion provisions of the convertible note which Pypo Holdings (HK) Company Limited has the option to purchase pursuant to a subscription agreement. Any Series G Preferred Stock or Parent Warrants remaining after the expiration of the holdback periods set forth in the Merger Agreement, will be issued pro rata to the D Mobile security holders that did not opt for the Cash Election. The Company is currently obtaining an independent valuation of the Series G Preferred Stock, and an estimate of the event’s financial effect cannot be made at this time.follows:

Shares Underlying Options Outstanding							Shares Underlying Options Exercisable and Expected to Vest
Range of Exercise Prices	Shares Underlying Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Shares Underlying Options Exercisable		Weighted Average Exercise Price
$0.19-$0.75		15,671,398		1.73		.68		15,245,756		0.68

~~On February~~During ~~23, 2010,~~ the ~~Company~~years ~~issued~~ended aDecember ~~Drawdown~~31, ~~Promissory~~2010 ~~Note~~and ~~in an amount up to a maximum of $2~~2009,~~000,000~~ ~~(the~~total ~~“Drawdown~~compensation ~~Note~~costs ~~”). The Drawdown~~recognized ~~Note~~from ~~accrues~~stock-based ~~interest~~compensation atawards awas ~~rate~~$595,593 ~~of 12% per annum~~ and ~~the principal and interest thereon is due and payable on the earlier of (i) the closing on at least~~ $5574,~~000,000~~891 ~~of subscriptions for shares of Series H Preferred Stock of the Company~~respectively, ~~which~~and is aincluded ~~series of preferred stock we anticipate creating (the “Series H Preferred Stock”)~~ in ~~the~~ ~~Offering~~general ~~(as defined below); or (ii) August 23, 2010 (the “Maturity Date”). The note holder may convert all or any portion of the principal balance of~~ and~~/or~~ ~~accrued~~administrative ~~but~~expenses ~~unpaid interest~~ on the ~~Drawdown~~Consolidated ~~Note into~~Statement ~~the securities we anticipate offering in a private placement~~ of ~~equity~~Operations. ~~in the~~As ~~form~~ of ~~Series~~December 31, H2010, ~~Preferred~~there ~~Stock~~was ~~and~~unrecognized ~~warrants~~compensation ~~(the~~expense ~~“Offering”),~~related ~~at a conversion price equal~~ to ~~the~~non-vested ~~purchase~~stock ~~price~~option ~~paid~~agreements ~~for the Series H Preferred Stock and warrants in the Offering. The Drawdown Note requires the issuance~~ of ~~a warrant to purchase 10,000 shares of Common Stock for each~~ $~~100~~560,~~000~~236 ~~drawdown~~which ~~there~~is ~~under~~expected atto abe ~~purchase~~expensed ~~price~~between ofJanuary ~~$0.20~~1, ~~per share. At~~2011 ~~April~~and ~~23,~~June ~~2010~~30, ~~we had drawn down all funds available under the Drawdown Note~~2012.

During the years ended December 31, 2010 and 2009, total common stock and warrants issued for services was $186,127 and $1,497,898, respectively, and is included in the Consolidated Statement of Operations.

The intrinsic value of options exercised during 2009 is $0. There were no options exercised in 2010.

Due to net losses or anti-dilutive features these warrant and options were not presented on the Consolidated Statement of Operations.

NOTE 14. LEASE OBLIGATIONS

The Company leases its office facilities in Southlake, Texas under an operating lease expiring in June 2012.

Total rent expensed during the years ended December 31, 2010 and 2009 was $227,531 and $73,487, respectively.

Future minimum lease obligations under all operating leases for each year ending December 31, are as follows:

2011	$	182,072
2012		59,947
2013 and thereafter		--

NOTE 15. LIQUIDITY AND MANAGEMENTS PLANS

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $12,403,535 and $12,552,050 during the years ended December 31, 2010 and 2009, respectively. As of December 31, 2010, the Company’s current liabilities exceeded its current assets by $4,417,035 and its total liabilities exceeded its total assets by $8,446,790, which includes the fair value of the Preferred Shares subject to mandatory redemption of $ 9,925,418.

The Company has undertaken a number of specific steps to meet its cash needs during 2010 and provide positive cash flow in the future. The Company discontinued its VoIP operations, which has resulted in a significant reduction in personnel and associated salaries and operating costs, and reduced cash flow used in operations. In addition, these actions include the two acquisitions consummated in the first quarter of 2010, as well as the Company’s entering into $2.8 million in borrowings under a line of credit and notes payable (refer to Note 9 of the consolidated financial statements). In addition, the Company raised proceeds totaling $777,000 through the completion of equity placements of its Series H and I Preferred Shares (refer to Note 12 of the consolidated financial statements).

In the March 1, 2010 acquisition, the Company acquired 100% of the outstanding shares of D Mobile. In order to raise additional capital Geos sold a portion of its investment in its subsidiary D Mobile. In August and September, Geos sold 10% of its investment in D Mobile for $1,000,000. Of the proceeds raised, $500,000 was from an entity controlled by Stephen F. Butterfield (Butterfield), a current investor in the Company, $150,000 was from a director, and the remaining $350,000 was from additional investors. In October 2010, Geos sold an additional 10% of the outstanding equity interests in D Mobile for an additional $1,000,000 to Butterfield. On December 2, 2010, Geos sold 0.5% of its investment in D Mobile, for $50,000 to a director of the Company. On December 22, 2010 Geos sold an additional 10% of its investment in its subsidiary D Mobile for $1,000,000 to an entity controlled by Butterfield. As of December 31, 2010 the Company had sold 30.5% of D Mobile for total proceeds of $3,050,000.

Furthermore, between December 22, 2010, and April 1, 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, 2011, 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 April 1, 2011, D Mobile sold $20,000 shares for $50,000 to a new investor. Total proceeds from the newly issued shares were $20,000 for the year ended December 31, 2010 and an additional $1,180,000 subsequent to year end.

As of December 31, 2010, borrowings totaling $2,750,000 were due March 31, 2010. The outstanding obligations under the notes were settled on April 4, 2011 (refer to Note 17 below).

The Company has identified several new business strategies that may enable the Company to reach its profitability goals. First, the Company currently has a detailed plan under which it will bring in new capital for both its short term as well as its long term liquidity needs. The Company is in negotiations with several companies to enable the Company to ultimately expand the market and revenues for its products and services. In addition, the Company will continue to explore avenues to expand the market and sales of Shoot-it and continue to review ways to monetize its intellectual property portfolio. Management believes that the potential for newly identified business relationships coupled with new capital from sophisticated investors, should allow the Company to achieve its goal of positive cash flow within the next twelve months. There can be no assurances that such efforts will be successful.

To meet short term obligations and finance operations, it is likely that additional capital will be needed for both Geos and D Mobile. This could result in either the sale by D Mobile of new D Mobile shares and/or the sale of additional D Mobile shares owned by Geos. Under either scenario, Geos ownership in D Mobile will be further diluted. Geos and D Mobile intend to enter into an operating agreement under which executive management and general operational services will be shared between the companies based upon the time and nature of the services provided. It is the Company’s belief that the best way to improve the value of Geos is to grow the D Mobile operation.

NOTE 16. SUPPLEMENTAL CASH FLOW DISCLOSURES

Interest paid, income taxes paid and non-cash transactions incurred during the years ended December 31, 2010 and 2009 related to continuing operations were as follows:

	2010		2009
Interest Paid	$	4,100	$	78,342
Income Taxes	$	-	$	-
Non-Cash Transactions:
Issuance of Common Stock for Dividends on Preferred Shares Series F and H	$	674,711	$	-
Payment of debt and Accrued Interest with Preferred Sock	$	-	$	5,598,385
Issuance of Warrants and Stock Options for Services and Interest	$	186,127	$	247,367
Beneficial Conversion Feature	$	295,678	$	-
Non-controlling Interest	$	127,109	$	-
Acquisition of Shoot It! And D Mobile through the issuance of series G preferred shares and warrants	$	3,486,340	$	-

NOTE 17. SUBSEQUENT EVENTS

In October of 2010, the Company initiated a tender offer to exchange Series I Preferred shares and warrants for all of the outstanding Series F Preferred shares and Series H Preferred shares in addition to all warrants (the “Exchange Offer”). The offer was approved by the SEC in February of 2011. All of the outstanding Series F Preferred shares and Series H Preferred shares and related warrants have been tendered for 7,920 shares of Series I Prefered shares and warrants to purchase 39,600,000 shares of common stock for $0.10 per share.

In order to determine the treatment of the exchange offer the Company’s accounting policy is as follows: If the fair value of the equity-classified preferred share issued in the exchange is significantly different (e.g., by more than 10%) the fair value of the instrument received in before the exchange, the exchange is considered and extinguishment. An exchange that does not meet this criterion is a modification.

The accounting treatment for the extinguishment of equity-classified preferred stock is addressed by ASC 260-10-S99-2. Under that guidance, when equity-classified preferred shares are extinguished, the difference between (1) the fair value of the consideration transferred to the holders of the preferred shares and (2) the carrying amount of the preferred shares are subtracted from (or added to) net income to arrive at income available to common stockholders in the calculation of earnings per share. In addition to the effect on earnings per share, extinguishment accounting will result in adjustments within equity but will not result in recognition of any amounts in net income.

When equity-classified preferred shares have been modified and extinguishment accounting is not considered appropriate, the Company will recognize the incremental fair value (the difference in fair value of the instrument the moment before and the moment after modification) from the modification as a deemed dividend reconciling net income to net income available for common shareholders to the extent the modified instrument has a higher fair value. Modifications that result in a decrease in the fair value are not recognized.

To account for the exchange of the old warrants for the new warrants, we will calculate the fair value of the old warrants versus the fair value of the new warrants before and after the date of the exchange and determine the difference. Since the warrants are fully vested, assuming the new warrants’ fair value is greater than the old, the difference will affect net loss per share available to Geos common shareholders. Any decrease in fair value because of the exchange would not be recognized and would not affect net loss per share available to Geos common shareholders. In either scenario the exchange will result in adjustments within stockholders’ deficit.

Based upon preliminary estimates, we believe the difference in the carrying value of the Old Preferred Stock and the fair value of the New Preferred stock will result in an extinguishment of equity classified as preferred stock. This would result in a non-recurring reduction in income attributable to Geos common shareholders as a result of the transaction. Based upon those same estimates, the impact on earnings per share for the year ending December 31, 2011 is expected to range from $0.04 to $0.07.

As discussed in Note 15, between January 27, 2011 and on April 1, 2011 D Mobile sold 472,000 newly issued shares of its common stock for total proceeds of $1,180,000.

On April 4, 2011, the Company settled its outstanding obligations, including accrued interest, under the Drawdown Note and a note payable to a director of $2,910,718 and $163,710, respectively, by transferring ownership of 1,229,771 common shares of D Mobile to the lenders. As of April 4, 2011, Geos owned 34.6% of D Mobile. Accordingly, as of that date, Geos will no longer consolidate D Mobile.

NOTE 18. UNAUDITED QUARTERLY RESULTS

Subsequent to the filing of the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2010, June 30, 2010 and September 30, 2010, the Company determined that Series G Preferred Shares classified on the balance sheet as liabilities did not meet the definition of mandatorily redeemable and therefore should not have been recorded as liabilities. However, certain events could occur outside of the Company’s control that would require redemption by the Company and accordingly the Series G Preferred Shares should have been classified as temporary equity. As a result, accretion to redemption value and dividends on the Series G Preferred Shares were recorded as interest expense but should have been recorded as dividends and therefore not impact net loss. In addition, the Company determined that compensation expense related to stock options issued under the 2009 Omnibus stock option plan should not have been recorded as the plan was not shareholder approved. The Company also determined that the bonus accrual at December 31, 2009, which was reversed in the first quarter ended March 31, 2010, as the result of stock option issuances, should have remained accrued. In addition, the Company noted errors in the Weighted Average Common Shares Outstanding and the calculation of net loss per common share in the quarter ended September 30, 2010. Furthermore, the Company noted that preferred dividends on Series F and H Preferred Shares were properly accrued but were not properly reflected in Net loss attributable to Common Shareholders during the quarter ended June 30, 2010. The Company also noted that loss per common share from continuing operations for the nine months ended September 30, 2009 contained a clerical error and was reported as $0.22 but as restated is $0.31. Net loss per common share was correct at $0.41. The results of the quarter ended March 31, 2010 have been reclassified to reflect the loss from discontinued operations.

The Company concluded that the impact of correcting these errors is not material to the previously filed Quarterly Reports financial statements and related disclosures, and therefore the Company did not amend its Quarterly Reports. The table below summarizes the impact of the restatements, which will be reported when the relevant quarterly reports are filed in 2011.

	March 31, 2010						June 30, 2010						September 30,2010
	As Reported			As Restated			As Reported			As Restated			As Reported			As Restated
Accrued Expenses	$	1,258,209		$	1,288,308		$	1,286,506		$	1,792,059		$	1,084,914		$	1,669,631
Total Current Liabilities	$	3,489,247		$	3,519,346		$	5,654,842		$	6,160,395		$	5,408,295		$	5,993,012
Total Liabilities	$	15,451,799		$	11,911,170		$	18,367,285		$	15,063,417		$	18,798,222		$	15,407,232
Temporary Equity
Series G, Convertible Preferred Shares 20,000 authorized 5,278 Issued and Outstanding		-		$	3,540,629			-		$	3,703,868			-		$	3,790,990
Common Stock, No Par Value	$	46,937,744		$	46,937,744		$	47,901,113		$	47,501,113		$	50,050,457		$	49,650,457
Accumulated deficit	$	(59,104,539	)	$	(59,033,660	)	$	(64,762,896	)	$	(64,612,008	)	$	(67,581,614	)	$	(67,362,508	)

	For the Three Months Ended
	March 31, 2010						June 30, 2010						September 30, 2010
Loss from Operations	$	(1,679,315	)	$	(1,613,996	)	$	(2,002,337	)	$	(1,916,769	)	$	(1,796,094	)	$	(1,727,876	)
Interest Income		(22	)		(22	)		1,418			1,418			13,369			13,369
Interest Expense		(611,754	)		(527,365	)		(778,420	)		(540,098	)		(839,136	)		(597,103	)
Total Other Income (Expense)		(611,776	)		(527,387	)		(777,002	)		(538,680	)		(825,767	)		(583,734	)
Loss from Continuing Operations		(2,291,091	)		(2,141,383	)		(2,779,339	)		(2,455,449	)		(2,621,861	)		(2,311,611	)
Loss from Discontinued Operations, net		(840,101	)		(840,101	)		(2,645,767	)		(2,645,767	)		44,842			44,842
Net Loss		(3,131,192	)		(2,981,484	)		(5,425,106	)		(5,101,216	)		(2,577,019	)		(2,266,769	)

Losses attributable to Non-controlling Interest in Subsidiary		-			-			-			-			54,027			54,027
Losses attributable to Geos		(3,131,192	)		(2,981,484	)		(5,425,106	)		(5,101,216	)		(2,522,992	)		(2,212,742	)
Dividends associated with beneficial conversion features		-			-			(123,038	)		(123,038	)		(172,640	)		(172,640	)
Dividends on Preferred Stock		(119,098	)		(197,927	)		-			(354,097	)		(127,999	)		(361,760	)
Net Loss attributable to Common Shareholders	$	(3,250,290	)	$	(3,179,411	)	$	(5,548,144	)	$	(5,578,351	)	$	(2,823,631	)	$	(2,747,142	)

Weighted Average Common Shares Outstanding
Basic and Diluted		32,647,842			32,647,842			32,647,842			32,647,842			36,619,966			32,906,909
Basic and Diluted Loss Per Common Share
Continuing Operations	$	(0.07	)	$	(0.07	)	$	(0.09	)	$	(0.09	)	$	(0.08	)	$	(0.08	)
Discontinued Operations	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.08	)	$	0.00		$	0.00
Net Loss	$	(0.10	)	$	(0.10	)	$	(0.17	)	$	(0.17	)	$	(0.08	)	$	(0.08	)

							For the Six Months ended						For the Nine Months Ended
							June 30, 2010						September 30, 2010
Loss from Operations							$	(3,681,652	)	$	(3,530,764	)	$	(5,477,746	)	$	(5,258,640	)
Interest Income								1,396			1,396			14,765			14,765
Interest Expense								(1,390,174	)		(1,067,464	)		(2,229,310	)		(1,664,566	)
Total Other Income (Expense)								(1,388,778	)		(1,066,068	)		(2,214,545	)		(1,649,801	)
Loss from Continuing Operations								(5,070,430	)		(4,596,832	)		(7,692,291	)		(6,908,441	)
Loss from Discontinued Operations, net								(3,485,868	)		(3,485,868	)		(3,441,026	)		(3,441,026	)
Net Loss								(8,556,298	)		(8,082,700	)		(11,133,317	)		(10,349,467	)

Losses attributable to Non-controlling Interest in Subsidiary								-			-			54,027			54,027
Losses attributable to Geos								(8,556,298	)		(8,082,700	)		(11,079,290	)		(10,295,440	)
Dividends associated with beneficial conversion features								(123,038	)		(123,038	)		(295,678	)		(295,678	)
Dividends on Preferred Stock								-			(552,024	)		(355,580	)		(913,783	)
Net Loss attributable to Common Shareholders							$	(8,679,336	)	$	(8,757,762	)	$	(11,730,548	)	$	(11,504,901	)

Weighted Average Common Shares Outstanding								32,647,842			32,647,842			33,986,433			32,735,145
Basic and Diluted
Basic and Diluted Loss Per Common Share
Continuing Operations							$	(0.16	)	$	(0.16	)	$	(0.25	)	$	(0.25	)
Discontinued Operations							$	(0.11	)	$	(0.11	)	$	(0.10	)	$	(0.10	)
Net Loss							$	(0.27	)	$	(0.27	)	$	(0.35	)	$	(0.35	)

19. SEGMENTS

Our operations consist of two business segments: Shoot It! and D Mobile. The business operations underlying both of these segments were acquired in the year ended December 31, 2010. Accordingly, there is no corresponding segment information in prior periods.

Our Shoot It! segment consists of one application for sending postcards from smart phones. After downloading the application onto a smart phone, the consumer can select a picture on their phone and send a postcard for a fee.

Our D Mobile segment distributes mobile content and place-based advertising in China. The principal business of D Mobile, which operates in China through a wholly owned foreign entity operating under the name Duo Guo, is to serve as a distribution marketplace for the delivery of digital entertainment, information, and consumer content to mobile devices. D Mobile generates revenues through consumers use of the D Mobile marketplace to purchase and download content to their smart phone and eventually through the sale of advertising within the marketplace.

Both businesses are in the early stages of distribution and development. Accordingly revenues and direct expenses are not significant at this time. We use gross margin less identifiable direct expenses before corporate overhead, interest and taxes to evaluate segment profitability.

Income tax information by segment has not been included as taxes are calculated at a company-wide level and not allocated to each segment and as there is no current year income tax provision due to net operating losses.

Selected Financial Data by Segment		As of the date of acquisitions to December 31, 2010

Revenues:
D Mobile(a)		$

Filing Compare · Geos Communications, Inc.