UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~Of ofthe ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) May 15, 2020~~1934

~~MASTERMIND~~February 1, ~~INC.~~2024

~~(Exact~~Date ~~name~~ of ~~registrant~~report as(date ~~specified~~of inearliest ~~its~~event ~~charter~~reported)

Nevada		000-26533		82-3807447
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification No.)

Mastermind, Inc.

(Exact Name of Registrant as Specified in Charter)

1450 W. Peachtree St. NW, Atlanta, Georgia	30309
Nevada	Commission File No. 000-26533	82-3807447
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number: (678) 420-4000

2221 Peachtree Rd. NE, STE D-134, Atlanta, Georgia		30309
(Address of Principal Executive Offices)		(Zip Code)

(678) 420-4000

(Registrant’s Telephone Number)

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

☐Title ~~Pre-commencement~~of ~~communications~~Each ~~pursuant~~Class toTrading ~~Rule 14d-2~~Symbol(bs) ~~under~~Name ~~the~~of ~~Exchange~~each ~~Act~~exchange ~~(17~~on ~~CFR~~which ~~240.14d-2(b))~~registered None None None

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MMND		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~Growth~~growth ~~Company~~company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01.~~03 ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~March~~February 41, ~~2020~~2024, the ~~U.S.~~board ~~Securities~~of ~~and~~directors ~~Exchange~~of ~~Commission (~~the ~~“SEC”)~~registrant ~~issued~~Mastermind, anInc. ~~order~~adopted ~~under~~an ~~Section~~amendment 36to ~~(Release No. 34-88318) of~~ the ~~Securities~~registrant’s ~~Exchange Act of 1934~~bylaws, effective as ~~amended (“Exchange Act”), granting exemptions from specified provisions~~ of ~~the~~December ~~Exchange Act and certain rules thereunder. On March 25~~31, ~~2020~~2023, ~~the order was modified and superseded by a new SEC order (Release No. 34-88465), which provides conditional relief~~ to ~~public~~provide ~~companies~~ that ~~are unable to timely comply with their filing obligations as a result of~~ the ~~novel~~registrant’s ~~coronavirus~~fiscal ~~(“COVID~~year-~~19”)~~end ~~outbreak~~be ~~(the~~changed ~~“SEC~~from ~~Order”).~~September ~~The~~30 ~~SEC Order provides that a registrant subject~~ to ~~the~~December ~~reporting~~31. ~~requirements~~The ~~of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such~~ registrant, isintends ~~exempt from any requirement~~ to file ora ~~furnish~~transition ~~materials~~report ~~with the Commission~~ under ~~Exchange~~Rule ~~Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D~~15d-G10 ~~(except~~ for ~~those provisions mandating~~ the ~~filing~~transition ~~of Schedule 13D or amendments to Schedule 13D)~~period, ~~14A,~~which ~~14C~~will ~~and~~be ~~15D,~~the ~~and~~three ~~Exchange~~months ~~Act~~ended ~~Rules~~December ~~13f-1~~31, ~~and 14f-1, as applicable, if certain conditions are satisfied~~2023.

Mastermind, Inc, (the “Company”) will be relying on the SEC Order to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Report”) due to the circumstances related to COVID-19. In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities resulting in reduced support from its staff and professional advisors and delayed communication and completion of tasks amongst employees involved in completion of the filing. This has, in turn, delayed the Company’s ability to complete its quarterly close and prepare the Report. Notwithstanding the foregoing, the Company expects to file the Report no later than June 29, 2020 (which is 45 days from the Report’s original filing deadline of May 15, 2020).2

~~In light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Report:~~SIGNATURES

APursuant ~~pandemic,~~to ~~epidemic~~the orrequirements ~~outbreak~~ of anSection ~~infectious~~13 ~~disease~~or in15(d) of the ~~markets~~Securities inExchange ~~which~~Act weof ~~operate~~1934, oras ~~that~~amended, ~~otherwise~~the ~~impacts~~registrant ~~our~~has ~~employees,~~duly ~~facilities,~~caused orthis ~~advisors~~report ~~could~~to ~~adversely~~be ~~impact~~signed ~~our~~on ~~business~~its ~~and~~behalf ~~financial~~by ~~reporting~~the ~~process~~undersigned, thereunto duly authorized.

Cautionary Note Regarding Forward-Looking Statements

	Mastermind, Inc.

Dated: February 1, 2024	By:	/s/ Danial A. Dodson
		Danial A. Dodson
		Chief Executive Officer

This Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our future financial or business performance or strategies, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, including the unprecedented impact of COVID-19 pandemic on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.3

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 hereunto duly authorized.

		Mastermind, Inc.
Date: May 15, 2020	By:	/s/ Daniel A. Dodson
		Daniel A. Dodson
		Chief Executive Officer and President

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