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 24, 2008
 
Geeks On Call Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
333-143931
20-8097265
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)

814 Kempsville Road, Suite 106
Norfolk, Virginia
 
23502
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (757) 466-3448
N/A
(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 registrant under any of the following provisions:
 
   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 3.02 Unregistered Sales of Equity Securities

On October 15 th , 16 th and 23rd, 2008, the Company closed on three additional traunches of a private placement offering in which the Company sold to accredited investors a total of 8 units of the Private Placement, consisting of 444,354 shares of Common Stock and 222,175 warrants to purchase shares of Common stock, at an aggregate offering price of $160,000.  Each share of Common Stock issued was sold as part of a unit that also includes a warrant to purchase one-half share of Common Stock exercisable for a period ending on the fifth anniversary of the issuance of the warrants.  The Company paid the placement agent for the offering of these units’ aggregate placement fees of $16,000.  The placement agent also received warrants to purchase a total of 35,546 shares of Common Stock, exercisable for a period ending on the fifth anniversary of the final closing of the offering.  The sale of the securities was exempt from registration pursuant to Rule 506 under Regulation D.
 
Upon completion of the private placement, the Company will also issue additional shares of Common Stock to investors in a prior offering pursuant to anti-dilution provisions in favor of those investors .
 











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, thereunto duly authorized.


Date:  October 24, 2008                      
GEEKS ON CALL HOLDINGS, INC.       
 
   
 
By:   
/s/ Richard T. Cole
 
Name: Richard T. Cole
 
Title: Chief Executive Officer  

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