Attached files
| file | filename |
|---|---|
| EX-23.1 - Geos Communications, Inc. | v185662_ex23-1.htm |
| EX-99.1 - Geos Communications, Inc. | v185662_ex99-1.htm |
| EX-99.2 - Geos Communications, Inc. | v185662_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
|
Date
of Report (Date of earliest event reported):
|
February
19, 2010
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GEOS
COMMUNICATIONS, INC.
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|||||
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(Exact
name of Company as specified in its charter)
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Washington
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0-27704
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91-1426372
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|||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|||
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430
North Carroll Avenue, Suite 120, Southlake, Texas
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76092
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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817-789-6000
|
|
(Former
name or former address, if changed since last
report.)
|
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions (see General Instruction A.2. below):
¨
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))
Explanatory
Note
On
February 12, 2010, Geos Communications, Inc., a Washington corporation (the
“Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement)” with D
Mobile, Inc., a Delaware corporation (“D Mobile”), Jonathan Serbin
(“Serbin”)
and D Mobile Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of D Mobile (“Merger
Sub”). Subject to the terms and conditions of the Merger
Agreement, which has been approved by the boards of directors of Geos, Merger
Sub and D Mobile, D Mobile will be merged with and into Merger Sub (the “Merger”) with Merger Sub
surviving as a wholly-owned subsidiary of the Company.
On March
11, 2010, we filed a Current Report on Form 8-K to report the completion of the
Merger. In response to Item 9.01 of Form 8-K, we stated that we would file
the required financial information by amendment, as permitted by paragraph
(a)(4) of Item 9.01 of Form 8-K. This Amendment No. 1 on Form 8-K/A is
being filed to provide financial statements and pro forma financial information
for the Merger as required by parts (a) and (b) of Item 9.01 of Form
8-K.
Item
9.01. Financial Statements and Exhibits
(a) Financial statements of
businesses acquired.
The
financial statements required by Item 9.01(a) are filed as Exhibit 99.1 to
this amendment and are incorporated herein by reference.
(b) Pro forma financial
information.
The pro
forma financial information required by Item 9.01(b) is filed as Exhibit 99.2 to
this amendment and is incorporated herein by reference.
Exhibits
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.
|
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99.1
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Audited
and consolidated Balance Sheets of D Mobile, Inc. Incorporated as of
December 31, 2009 and 2008, and the related Statement of Operations,
Stockholders’ Equity, and Cash Flows for the years then ended, and the
notes thereto.
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99.2
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The
Unaudited Pro Forma Condensed Combined Balance Sheet of Geos
Communications, Inc. as of December 31, 2009, and the Unaudited Pro Forma
Condensed Combined Statement of Operations for the year ended December 31,
2009 and the notes
thereto.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GEOS
COMMUNICATIONS, INC.
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(Company)
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Date
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May
17, 2010
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By:
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/s/
Richard Roberson
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Name
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Richard
Roberson
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Title:
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Chief
Financial Officer
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