SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BUTTERFIELD STEPHEN F (Last) (First) (Middle) 6991 E. CAMELBACK ROAD, SUITE B-290 (Street) SCOTTSDALE AZ 85251 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/08/2009	3. Issuer Name and Ticker or Trading Symbol Geos Communications, Inc. [ GEOS.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	06/05/2009	06/05/2012	Common Stock	500,000	$0.625	I	By Trust(1)
Series F Convertible Preferred Stock	06/08/2009	(2)	Common Stock	1,700,219	(2)	I	By grantor retained annunity trust(2)
Warrant	06/08/2009	06/08/2012	Common Stock	3,000,000	$0.625	I	By trust(1)
Warrant	11/19/2009	11/19/2012	Common Stock	1,500,000	$0.625	I	By trust(1)
Warrant	02/23/2010	02/23/2013	Common Stock	60,000	$0.2	I	By trust(1)
Warrant	03/17/2010	03/17/2013	Common Stock	70,000	$0.2	I	By trust(1)
Warrant	04/19/2010	04/19/2013	Common Stock	70,000	$0.2	I	By trust(1)
Warrant	05/19/2010	05/19/2013	Common Stock	60,000	$0.2	I	By trust(1)

1. Name and Address of Reporting Person* BUTTERFIELD STEPHEN F (Last) (First) (Middle) 6991 E. CAMELBACK ROAD, SUITE B-290 (Street) SCOTTSDALE AZ 85251 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (Last) (First) (Middle) 6991 E. CAMELBACK ROAD SUITE B-290 (Street) SCOTTSDALE AZ 85251 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (the "Butterfield Trust") holds warrants for the purchase of 5,260,000 shares of the Common Stock of Geos Communications, Inc., the disposition of which Stephen F. Butterfield, in his capacity as the sole trustee of the Butterfield Trust, has the power to direct.

2. Stephen F. Butterfield beneficially owns 1,700,000 shares of Common Stock issuable upon conversion of shares of Series F Convertible Preferred Stock that he contributed to a grantor retained annunity trust of which he is the sole trustee.

	Stephen F. Butterfield	06/04/2010
	Stephen F. Butterfield, Trustee	06/04/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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