ccon8k022610.htm
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 24, 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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
As
disclosed in CoConnect, Inc.’s (the “Company”) Form 8-K filed on February 17,
2010 with the United States Securities and Exchange Commission, certain
convertible promissory notes (the “Notes”) issued to several noteholders (the
“Noteholders”) in the total principal amount of $84,057 went into default due to
nonpayment. Following default, the Company received demands from the Noteholders
for the repayment of all principal and interest due thereunder. Considering the
current financial condition of the Company, including the unavailability of
adequate cash or assets to resolve the amounts due and payable under the Notes,
the Company believes the default under the Notes may have a material adverse
effect on the Company’s financial stability and its ability to continue as a
going concern.
On
February 24, 2010, following discussions with the Noteholders, the Noteholders
agreed to waive the default and payment of all principal and interest due and
payable under the Notes. Pursuant to the terms of such waiver, (i) the default
interest rate under the Notes was to remain in effect and accrue until full
repayment of the Notes, and (ii) the maturity date of the Notes was extended to
March 10, 2010. The Company is currently using its best efforts to explore
options available related to the repayment and/or retirement of the
Notes.
Dated: February
26, 2010
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.
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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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