Attached files
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EX-10.1 - EXHIBIT 10.1 - MASTERMIND, INC. | ex101.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) December 14, 2009
COCONNECT,
INC.
(Exact
name of registrant as specified in its charter)
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.
On or
about December 14, 2009, CoConnect, Inc. (the “Company”) entered into a Common
Stock Purchase Agreement (the “Agreement”) wherein the Company sold 166,666
shares of its common stock, par value $.001 (“Common Stock”) representing a 51%
interest in the Company to a private investor for a total purchase
price of $75,000. The complete terms and conditions of the Agreement have been
attached to this Form 8-K as an exhibit and are hereby incorporated herein by
reference.
Section
5 – Corporate Governance and Management
Item
5.01 Changes in Control of the Registrant.
As
described above, on or about December 14, 2009, the Company entered into the
above defined Agreement wherein the Company sold 166,666 shares of its Common
Stock representing a 51% interest in the Company to
Turnaround Advisors, LLC (“Turnaround”) for a total purchase price of
$75,000. The Company does not have any knowledge of any arrangements or
understanding among Turnaround and any other parties with the respect to the
election of any new directors or any other matters. The Company believes all
Form 10 information required pursuant to Item 5.01(a)(8) of Form 8-K is
contained herein and further supplemented by all of the Company’s previous
filings with the United States Securities and Exchange Commission including, but
not limited to, the Company’s Form 10-K filed on March 31, 2009 and subsequent
amended Form 10-K/A filed on October 27, 2009, and all subsequent quarterly
reports filed on Form 10-Q and Current Reports filed on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
Number
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Description
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10.1
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Common
Stock Purchase Agreement
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Dated: December
16, 2009
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.
COCONNECT,
INC.
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/s/
Brad Bingham
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By:
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Brad
Bingham
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Its:
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Interim
Chief Executive Officer
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