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) February 15, 2010
COCONNECT,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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63-1205304
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(State
or other jurisdiction
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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2038
Corte del Nogal, Suite 110
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Carlsbad,
California 92011
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(Address
of principal executive offices)
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760-804-8844
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(Issuer’s
Telephone Number)
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_____________________________________________________________________________________
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
2 – Financial Information
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
As disclosed
and exhibited in CoConnect, Inc.’s (the “Company”) Form 10-Q for the period
ending September 30, 2009 filed with the United States Securities and Exchange
Commission on November 13, 2009, on August 15, 2009 the Company issued
convertible promissory notes (the “Notes”) to several noteholders (the
“Noteholders”) in the total amount of $84,057, with all Notes due and payable on
or before November 15, 2009. On November 15, 2009, the Noteholders waived the
default and required payment of all principal and interest due and payable
pursuant to the Notes pursuant to an advisory agreement with one of the
Noteholders. A copy of the advisory agreement and all related exhibits
thereunder is furnished as an exhibit to this Current Report on Form 8-K.
Pursuant to the terms of such waiver, (i) the default interest rate under the
Notes was to remain in effect until full repayment of the Notes, and (ii) the
maturity date of the Notes was extended to February 15, 2010.
On February
15, 2010, the Noteholders delivered a demand for payment under the terms of the
Notes. As of the date of this Current Report, the Company is currently in
default pursuant to the terms of the Notes.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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Number
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Description
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10.1
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Advisory
Services Agreement
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SIGNATURE
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.
Dated: February
16, 2010
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COCONNECT,
INC.
/s/
Brad Bingham, Esq.
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By:
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Brad
Bingham, Esq.
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Its:
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Interim
Chief Executive Officer
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