*	Estimated, for purposes of calculating the amount of the filing fee only, pursuant to Rule 457(f)(2) based on one-third of the stated value of the shares of the Company’s Preferred Stock Series F, no par value per share, and Preferred Stock Series H, no par value per share, that may be received by the Company in the Offer.
**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and equals $71.30 per $1,000,000.00 of the value of the transaction.

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $ _________		Filing Party: _________

Form or Registration No.: __________		Date Filed: _________

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨	third-party tender offer subject to Rule 14d-1.

x	issuer tender offer subject to Rule 13e-4.

¨	going-private transaction subject to Rule 13e-3.

¨	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨	Rule 13e–4(i) (Cross-Border Issuer Tender Offer)

¨	Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed with the Securities and Exchange Commission (the “Commission”) on October 14, 2010, by Geos Communications, Inc., a Washington corporation (the “Company”), as subsequently amended by Amendment No. 1 to Schedule TO filed on November 17, 2010, Amendment No. 2 to Schedule TO filed on December 15, 2010, and Amendment No. 3 to Schedule TO filed on December 17, 2010 in connection with the offer (the “Offer”) by the Company to current holders (the “Series F Holders”) of Preferred Stock Series F, no par value per share, of the Company (“Series F Preferred Stock”) and current holders (the “Series H Holders”) of Preferred Stock, Series H, no par value per share, of the Company (the “Series H Preferred Stock”), the opportunity to exchange (i) all of the Series F Preferred Stock and Series H Preferred Stock they own for our Preferred Stock Series I, no par value per share, of the Company (“Series I Preferred Stock”) and (ii) all of the warrants for the purchase of shares of the Company’s common stock (“Common Stock”) issued to the Series F Holders and Series H Holders in conjunction with the purchase of the Series F Preferred Stock and Series H Preferred Stock (the “Old Warrants”) for new warrants (the “New Warrants”). The terms and conditions of the Offer are set forth in the Offer to Exchange Series F Preferred Stock and Series H Preferred Stock and Related Warrants to Purchase Common Stock for Series I Preferred Stock and Related Warrants to Purchase Common Stock (the “Offer to Exchange”) and the accompanying Letter of Transmittal, which are filed as exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.

As of January 14, 2011, a total of 7,570 shares of Series F Preferred Stock and 350 shares of Series H Preferred had been tendered in exchange for a total of 7,920 shares of Series I Preferred Stock, and Old Warrants exercisable for a total of 8,220,000 shares of Common Stock had been tendered in exchange for New Warrants exercisable for a total of 39,600,000 shares of Common Stock.

This Amendment No. 4 is being filed for the sole purpose of reflecting the extension of the term of the Offer, such that the Offer will now terminate on February 18, 2011, notice of which is being provided to eligible participants in the Offer pursuant to a Supplemental Letter to Eligible Participants. The purpose of this extension is to allow for the Company to determine whether additional financial information should be provided to eligible participants or filed with the U.S. Securities and Exchange Commission in connection with the Offer.

All information in the Offer to Exchange, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference in this Amendment No. 4 in response to all items required in the Schedule TO, except that such information is hereby amended and restated to the extent specifically provided for herein. All capitalized terms used in this Amendment No. 4 and not otherwise defined have the respective meaning ascribed to them in the Offer to Exchange as amended or supplemented.

ITEM 12.

EXHIBITS.

This Item 12 is hereby amended and supplemented by the insertion of the following exhibit reference immediately after the reference to Exhibit (a)(8):

(a)(9)

Supplemental Letter to Eligible Participants*****

Exhibit
Number		Exhibit Name
(a)(1)		Offer to Exchange Series F Preferred Stock and Series H Preferred Stock and Related Warrants to Purchase Common Stock for Series I Preferred Stock and Related Warrants to Purchase Common Stock, dated October 14, 2010*

(a)(2)		Form of Letter of Transmittal*

(a)(3)		Form of Withdrawal Letter*

(a)(4)		Email to Eligible Participants*

(a)(5)		Form of Participant Statement*

(a)(6)		Form of Email Confirmation of Receipt of Letter of Transmittal or Withdrawal Letter*

(a)(7)		Supplemental Letter to Eligible Participants**

(a)(8)		Supplemental Letter to Eligible Participants****

(a)(9)		Supplemental Letter to Eligible Participants*****

(d)(1)		Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ***

(d)(2)		Quarterly Report on Form 10-Q for the three months ended March 31, 2010 ***

(d)(3)		Quarterly Report on Form 10-Q for the three months ended June 30, 2010 ***

(d)(4)		Current Report on Form 8-K (filed with the SEC on September 3, 2010, file no. 000-27704, and incorporated herein by reference).

(d)(5)		Definitive Proxy Statement for our fiscal 2009 Annual Meeting of Shareholders (filed with the SEC on May 21, 2009, file no. 000-27704, and incorporated herein by reference).

(d)(6)		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).
(d)(7)		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)
(d)(8)		Form of New Warrant**

* Previously filed as a part of Schedule TO-I File/Film Number 005-57499/101124357 on October 14, 2010.

** Previously filed as a part of Schedule TO-I/A File/Film Number 005-57499/101199529 on November 17, 2010.

*** Previously filed as a part of Schedule TO-I/A File/Film Number 005-57499/101254059 on December 15, 2010.

**** Previously filed as a part of Schedule TO-I/A File/Film Number 005-57499/101258049 on December 17, 2010.

*****Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	GEOS COMMUNICATIONS, INC.

	By:	/s/ Chris Miltenberger

	Name:	Chris Miltenberger
	Title:	President
	Date:	January 14, 2011

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