UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):		October 31, 2010
GEOS COMMUNICATIONS, INC.
(Exact name of Company as specified in its charter)
Washington	0-27704			91-1426372
(State or other jurisdiction of incorporation)	(Commission File Number)			(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:			817-240-0200
(Former name or former address, if changed since last report.)

Date of Report (Date of earliest event reported):

October 25, 2010

GEOS COMMUNICATIONS, INC.

(Exact name of Company as specified in its charter)

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

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

Registrant’s telephone number, including area code:

(817) 789-6000

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers~~Agreement.

On December ~~October 29~~3, 2010, Geos Communications, Inc., ~~a Washington corporation~~ (the “Company”), ~~received~~completed athe ~~letter~~sale of ~~from~~its ~~Richard~~internet-telephony ~~Roberson,~~network ~~Chief~~assets ~~Financial~~(the ~~Officer~~“Assets”) ofto ~~the~~MGTCO ~~Company~~Holdings, ~~which stated that~~LLC Mr(“Purchaser”). Pursuant ~~Roberson~~to ~~voluntarily~~an ~~resigned~~asset ~~his~~purchase ~~officer~~agreement ~~position~~dated ~~and~~October 25, ~~employment~~2010, ~~with~~Purchaser ~~the Company~~agreed ~~effective~~to ~~October~~(i) ~~31,~~assume ~~2010.~~contractual ~~Mr.~~obligations ~~Roberson’s~~of ~~resignation~~the ~~was~~Company with ~~not~~regard to the ~~result~~ ofAssets ~~any~~and ~~disagreement~~(ii) ~~with~~to ~~the~~pay ~~Company~~a onroyalty ~~any~~(the ~~matter~~“Royalty ~~relating~~Payment”) to ~~the~~ the Company’s ~~operations~~wholly-owned subsidiary, ~~policies~~Geos orCommunications ~~practices~~IP Holdings, Inc. (“Geos IP Holdings”) for use of Geos IP Holdings’ intellectual property.

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.

Item 2.01

Completion of Acquisition or Disposition of Assets.

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

(d) Exhibits.

Exhibit No.		Description
10.1*		Asset Purchase Agreement, dated October 25, 2010, by and among MGTCO Holdings, L.L.C., Geos Communications, Inc., and Geos Communications IP Holdings, Inc.

* Filed herewith.

SIGNATURES

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

			GEOS COMMUNICATIONS, INC.
			(Company)
Date	November 1, 2010
Date December 9, 2010		By:	/s/ Chris Miltenberger
By:			/s/ Chris Miltenberger
		Name	Chris Miltenberger
Name:			Chris Miltenberger
		Title:	President
Title:			President

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