ccnn8ka090309.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event
reported)
September 3, 2009
COCONNECT,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
|
|
63-1205304
|
|
(State
or other jurisdiction
|
|
|
|
(IRS
Employer
|
|
of
Incorporation)
|
|
|
|
Identification
Number)
|
|
|
|
2038
Corte del Nogal, Suite 110
|
|
|
|
|
|
Carlsbad,
California 92011
|
|
|
|
|
|
(Address
of principal executive offices)
|
|
|
|
|
|
|
|
|
|
|
|
760-804-8844
|
|
|
|
|
|
(Issuer’s
Telephone Number)
|
|
|
_____________________________________________________________________________________
(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))
Note:
The Form 8-K originally filed by the Company on July 28, 2009 has been amended
here to include the auditor response letter discussed herein and attached as an
exhibit to this Form 8-K/A.
Section
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes
in Registrant’s Certifying Accountant.
In July
of 2009, our former accountant, Pollard-Kelley Auditing Services, Inc.,
resigned. Such decision was the sole decision of the auditor and such
resignation was not recommended or approved of by the board of directors or any
audit or similar committee. On or about July 16, 2009, we retained Chang G.
Park, CPA to review all interim period financial statements going forward and
audit our financial statements for the upcoming year ending December 31, 2009.
Such change in accountant was approved by the Company’s board of directors. At
no time prior to our retention of Chang G. Park, CPA, did we, or anyone on our
behalf, consult with Chang G. Park, CPA regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on our financial statements.
The
reports of our prior certifying accountant, Pollard-Kelley Auditing Services,
Inc., on our financial statements as of and for the years ended December 31,
2008 and 2007 contained an adverse opinion or a disclaimer of opinion and were
qualified or modified as to uncertainty, audit scope, or accounting principles
in that the auditor expressed concerns that, in connection with the Company’s
lack of significant revenues, there existed a substantial doubt that the Company
would be able to continue as a going concern. Such uncertainty was discussed
with the former auditor and the board of directors has authorized the auditor to
respond fully to any inquiries regarding such adverse opinion by the Company’s
new accountant.
Other
than as discussed above, in connection with the audits of our most recent two
years ended December 31, 2008 and 2007 and the subsequent interim periods, there
were no other disagreements between Pollard-Kelley Auditing Services, Inc. and
us on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, that, if not resolved to the
satisfaction of Pollard-Kelley Auditing Services, Inc. would have caused
Pollard-Kelley Auditing Services, Inc. to make reference to the subject matter
of the disagreement in connection with its reports on our financial statements
for such years.
We had
previously provided a copy of this amended Report on Form 8-K/A to
Pollard-Kelley Auditing Services, Inc. on August 12, 2009 and requested that it
provide us with a letter addressed to the SEC stating whether it agrees with the
statements made by us in response to this item. A copy of that response letter,
dated September 3, 2009 is attached hereto as Exhibit 16.1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
|
Number
|
|
Description
|
|
|
|
|
|
16.1
|
|
Auditor
Consent Letter
|
|
|
|
|
Dated
September 9, 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.
/s/
Mark L. Baum, Esq.
|
|
|
|
___________________________
|
|
|
By:
|
Mark
L. Baum, Esq.
|
|
|
Its:
|
Chief
Executive Officer
|