[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Nevada
|
63-1205304
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
2038
Corte Del Nogal, Suite 110
Carlsbad,
California 92011
________________________________________________________________________
(Address
of principal executive offices, including zip
code)
|
Part
I
|
|
Item
1. Business
|
|
Item
2. Properties
|
|
Item
3. Legal Proceedings
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
Part
II
|
|
Item
5. Market for Registrant's Common Equity and Related Stockholder
Matters
|
|
Item
6. Selected Financial Data
|
|
Item
7. Management's Discussion and Analysis of Financial Condition
and
Results
of Operations
|
|
Item
8. Financial Statements and Supplementary Date
|
|
Item
9. Changes in and Disagreements with Accountants on Accounting
and
Financial
Disclosure
|
|
Item
9A. Controls and Procedures
|
|
Item
9B. Other Information
|
|
Part
III
|
|
Item
10. Directors, Executive Officers, Promoters and Control Persons;
Compliance
with
Section 16(b) of the Exchange Act
|
|
Item
11. Executive Compensation
|
|
Item
12. Security Ownership of Certain Beneficial Owners and
Management
|
|
Item
13. Certain Relationships and Related Transactions
|
|
Item
14. Principal Accountant Fees and Services
|
|
Item
15. Exhibits and Reports on Form 8-K
|
|
Signatures
|
2008
|
Low
|
High
|
First
Quarter
|
$500
|
687
|
Second
Quarter
|
750
|
1625
|
Third
Quarter
|
625
|
750
|
Fourth
Quarter
|
500
|
1250
|
Year
Ended
December 31
|
|||
2008
|
2007
|
||
Total
Sales
|
$0
|
$0
|
Year
Ended
December 31
|
|||
2008
|
2007
|
||
Operating
Expense
|
$15,109
|
$590,071
|
Year
Ended
December 31
|
|||
2008
|
2007
|
||
Net
Profit (Loss)
|
($15,296)
|
($179,360)
|
Report
of Independent Registered Public Accounting Firm – 2008
|
Balance
Sheet
|
Statements
of Operations
|
Statements
of Stockholders' Equity (Deficit)
|
Statements
of Cash Flows
|
Notes
to Financial Statements
|
BALANCE
SHEETS
|
|||||
December
31,
|
December
31,
|
December
31,
|
|||
ASSETS
|
2008
|
2007
|
2006
|
||
Current
assets
|
|||||
Cash
|
$ -
|
$ -
|
$ 1,025
|
||
Security
Deposits
|
-
|
-
|
7,825
|
||
Total
current assets
|
8,850
|
||||
Fixed
Assets
|
|||||
Furniture(net
depreciation)
|
-
|
-
|
13,711
|
||
TOTAL
ASSETS
|
22,561
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
Current
liabilities
|
|||||
Accounts
payable
|
$ 37,540
|
$ 34,040
|
$ 55,938
|
||
Accrued
Interest Payable
|
-
|
-
|
197,812
|
||
Accrued
Expenses
|
-
|
-
|
2,600
|
||
Due
to Related Party
|
11,609
|
-
|
50,000
|
||
Notes
Payable
|
-
|
-
|
362,000
|
||
Convertible
Note Payable – Related Party
|
55,000
|
54,813
|
-
|
||
Total
current liabilities
|
104,149
|
88,853
|
668,350
|
||
TOTAL
LIABILITIES
|
104,149
|
88,853
|
668,350
|
||
STOCKHOLDERS'
DEFICIT
|
|||||
Common
stock, 150,000,000 shares authorized,
|
|||||
$0.001
par value 133,915 149,873,400 and 67,407,005
|
|||||
shares
issued and outstanding
|
|||||
as
of December 31, 2008, 2007 and 2006 respectively.
|
134
|
149,873
|
67,407
|
||
Additional
paid-in capital
|
11,350,707
|
11,200,967
|
10,547,137
|
||
Deficit
accumulated during the development stage
|
(11,454,989)
|
(11,439,693)
|
(11,260,333)
|
||
TOTAL
STOCKHOLDERS' DEFICIT
|
(104,149)
|
(88,853)
|
(645,789)
|
||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ -
|
$ -
|
$ 22,561
|
||
The
accompanying notes are an integral part of these financial
statements
|
COCONNECT,
INC
|
||||
STATEMENTS
OF OPERATIONS
|
||||
For
the Years Ended
|
||||
December
31,
|
December
31,
|
December
31,
|
||
2008
|
2007
|
2006
|
||
Revenues
|
||||
Sales
|
$ -
|
$ -
|
$ -
|
|
Total
revenues
|
-
|
-
|
-
|
|
Expenses
|
||||
Consulting
Expenses
|
-
|
415,753
|
830,814
|
|
Depreciation
|
-
|
1,469
|
979
|
|
General
and administrative
|
15,109
|
172,850
|
27,427
|
|
Total
operating expenses
|
15,109
|
590,071
|
859,220
|
|
Loss
from operations
|
(15,109)
|
(590,071)
|
(859,220)
|
|
Other
income (expense)
|
||||
Interest
expense
|
(187)
|
(10,871)
|
(36,097)
|
|
Loss
on disposal of furniture
|
-
|
(12,242)
|
(36,097)
|
|
Write-off
accrued expense
|
-
|
5,799
|
-
|
|
Loss
on settlement
|
-
|
-
|
||
agreement
|
-
|
-
|
-
|
|
Gain
(loss) on extinguished
|
-
|
-
|
-
|
|
liabilities
|
-
|
-
|
-
|
|
Total
other income (expense)
|
(187)
|
410,711
|
(72,194)
|
|
Net
Loss before Income Tax
|
(15,296)
|
(179,360)
|
(46,095)
|
|
Income
Tax
|
-
|
-
|
-
|
|
NET
LOSS
|
$ (15,296)
|
$ (179,360)
|
$ (931,414)
|
|
Basic
and diluted loss
|
||||
per
common share
|
$ (0.37)
|
$ (5.06)
|
$ (27.22)
|
|
Weighted
average common
|
||||
shares
outstanding
|
41,600
|
35,478
|
34,221
|
|
The
accompanying notes are an integral part of these financial
statements
|
COCONNECT,
INC
|
||||
STATEMENTS
OF CASH FLOWS
|
||||
For
the Years Ended
|
||||
December
31,
|
December
31,
|
December
31,
|
||
2008
|
2007
|
2006
|
||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
Loss
|
$ (15,296)
|
$ (179,360)
|
$ (859,220)
|
|
Adjustments
to reconcile net loss to net
|
||||
cash
used in operating activities:
|
||||
Stock
issued for services
|
-
|
525,200
|
781,539
|
|
Notes
issued for services
|
-
|
54,813
|
||
Depreciation
|
-
|
1,469
|
||
Gain
on extinguished debt
|
-
|
(513,123)
|
||
Disposal
of furniture
|
-
|
12,242
|
||
Gain
on settlement agreement
|
-
|
85,097
|
||
Changes
in operating assets and liabilities:
|
||||
Security
Deposits
|
-
|
7,825
|
1,000
|
|
Accounts
payable
|
15,109
|
1,500
|
11,687
|
|
Accrued
expenses and interest
|
187
|
3,311
|
30,710
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
-
|
(1,025)
|
(34,284)
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||
Purchased
Furniture
|
-
|
-
|
(14,691)
|
|
NET
CASH USED IN INVESTING ACTIVITIES
|
-
|
(14,691)
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Settlement
payment
|
-
|
(155,096)
|
-
|
|
Common
stock issued for cash
|
155,096
|
-
|
||
Payments
on Notes Payable - Related Parties
|
-
|
50,000
|
||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
-
|
50,000
|
|
NET
CHANGE IN CASH
|
-
|
(1,025)
|
1,025
|
|
CASH
BALANCES
|
||||
Beginning
of period
|
1,025
|
-
|
||
End
of period
|
-
|
-
|
1,025
|
|
SUPPLEMENTAL
DISCLOSURE:
|
||||
Interest
paid
|
$ -
|
$ -
|
$ -
|
|
Income
taxes paid
|
-
|
-
|
-
|
|
NON-CASH
ACTIVITIES:
|
||||
Debt
converted to common stock
|
57,000
|
229,646
|
||
Issued
stock for services rendered
|
525,000
|
795,714
|
||
Stock
issued in satisfaction of debt
|
200
|
|||
The
accompanying notes are an integral part of these financial
statements
|
COCONNECT,
INC
|
|||||
STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||
From
December 31, 2005 through December 31, 2008
|
|||||
Common
Stock
|
Additional
|
Deficit
|
Total
|
||
Par
|
Paid-in
|
Accumulated
|
Stockholders'
|
||
Shares
|
Value
|
Capital
|
During
Dev.
|
Equity
(Deficit)
|
|
Stage
|
|||||
Balance
December 31, 2005
|
53,615,388
|
53,615
|
9,520,569
|
(10,365,016)
|
(790,832)
|
Issuance
of common stock to
|
|||||
convert
note payable
|
1,950,000
|
1,950
|
227,696
|
—
|
229,646
|
Issuance
of common stock in
|
|||||
securing
funding
|
1,861,542
|
1,862
|
322,540
|
—
|
324,402
|
Record
discount sale of restricted
|
|||||
stock
|
150,000
|
150
|
14,850
|
—
|
15,000
|
Issuance
of common stock for services
|
11,330,075
|
11,330
|
461,482
|
472,812
|
|
Cancelled
common stock from prior period
|
(1,500,000)
|
(1,500)
|
—
|
(1,500)
|
|
Net
Loss for the year ended
|
|||||
December
31, 2006
|
—
|
—
|
—
|
(895,317)
|
(895,317)
|
Balance
December 31, 2006
|
67,407,005
|
67,407
|
10,547,137
|
(11,260,333)
|
(645,789)
|
Issuance
of common stock for
|
|||||
compensation
F. Ferguson
|
10,000,000
|
10,000
|
290,000
|
—
|
300,000
|
Cancelled
common stock from prior period
|
(15,500,000)
|
(15,500)
|
15,500
|
0
|
|
Issuance
of common stock for services
|
7,500,000
|
7,500
|
217,500
|
—
|
225,000
|
Issuance
of 1:20 reverse stock split
|
(65,933,567)
|
(65,934)
|
65,934
|
—
|
|
Cancelled
common stock
|
(38)
|
(0)
|
(0)
|
—
|
—
|
Issuance
of common stock for
|
|||||
conversion
of notes
|
75,000,000
|
75,000
|
(19,000)
|
—
|
56,000
|
Issuance
of common stock for
|
|||||
stock
purchase agreement
|
70,000,000
|
70,000
|
85,096
|
—
|
155,096
|
Issuance
of common stock for
|
|||||
settlement
in sale
|
1,400,000
|
1,400
|
(1,200)
|
—
|
200
|
Net
Loss for the year ended
|
|||||
December
31, 2007
|
—
|
—
|
—
|
(179,360)
|
(179,360)
|
Balance
December 31, 2007
|
149,873,400
|
149,873
|
11,200,967
|
(11,439,693)
|
(88,853)
|
Issuance
of 1:12,000 reverse stock split
|
(149,768,596)
|
(149,769)
|
149,769
|
—
|
|
Round
up of shares as a result of reverse
|
29,111
|
29
|
(29)
|
—
|
|
split
floor of 100 shares
|
|||||
Net
Loss for the year ended
|
|||||
December
31, 2008
|
—
|
—
|
—
|
(15,296)
|
(15,296)
|
Balance
December 31, 2008
|
133,915
|
134
|
11,350,707
|
(11,454,989)
|
(104,149)
|
The
accompanying notes are an integral part of these financial
statements
|
December
31,
|
December
31,
|
December
31,
|
||
2008
|
2007
|
2006
|
||
Operating
loss carryforwards
|
$
|
3,894,696
|
3,889,496
|
3,841,356
|
Valuation
allowance
|
(3,894,696)
|
(3,889,496)
|
(3,841,356)
|
|
Net
deferred tax assets (liabilities)
|
$
|
-
|
-
|
December
31,
|
December
31,
|
December
31,
|
||
2008
|
2007
|
2006
|
||
Numerator
– (loss)
|
$
|
(15,296)
|
(179,360
)
|
(895,317
)
|
Denominator
– weighted average
|
||||
number
of shares outstanding
|
41,600
|
35,478
|
34,221
|
|
Loss
per share
|
$
|
(0.37)
|
(5.06)
|
(27.22)
|
Annual
Compensation
|
Long-Term
Compensation
|
|||||||||||||
Common
Shares
|
||||||||||||||
Underlying
|
All
|
|||||||||||||
Restricted
|
Options
|
Other
|
||||||||||||
Other
Annual
|
Stock
|
Granted
|
Compen
|
|||||||||||
Name
and Position
|
Year
|
Salary
|
Bonus
|
Compensation
|
Awards
($)
|
(#
Shares)
|
-sation
|
|||||||
Mark
L. Baum
|
2008
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Chairman,
President,
|
2007
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Chief
Executive Officer
|
||||||||||||||
Chief
Financial Officer
|
||||||||||||||
and
Secretary
|
||||||||||||||
Robert
Thele
|
2007
|
-0-
|
||||||||||||
Chairman
|
2006
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Richard
Ferguson
|
2007
|
$55,000
|
-0-
|
|||||||||||
President
and Director
|
2006
|
$100,000
|
-0-
|
-0-
|
5,000,000
|
------
|
-0-
|
|||||||
Dean
H. Becker
|
2007
|
-0-
|
||||||||||||
Secretary,
Treasurer and
|
2006
|
-0-
|
-0-
|
-0-
|
3,150,000
|
------
|
-0-
|
|||||||
Director
|
||||||||||||||
·
|
each
person or entity who is known by us to own beneficially more than 5% of
the outstanding shares of our share of common
stock;
|
·
|
each
of our directors and each of our named executive officers and all
directors and executive officers as a
group.
|
Name And Address
|
Number
Of Shares Beneficially
Owned
|
Percentage Owned
|
Mark
L. Baum(1)
|
0
|
0%
|
Noctua
Fund, LP(2)
|
12,803
|
9.5%
|
All
directors, officers and 5% shareholders as a group
|
12,803
|
|
(2)
|
The
address for Noctua Fund, LP is c/o Noctua Fund Manager, LLC c/o CoConnect,
Inc., 2038 Corte del Nogal, Suite 110 Carlsbad, California 92011. Mark L.
Baum, Esq. and James B. Panther, II are each co-managing members of Noctua
Fund Manager, LLC the managing partner of Noctua Fund,
LP.
|
Exhibit
#
|
Title
|
3.1
|
Articles
of Incorporation. (Attached as an exhibit to our Form 10-SB filed with the
SEC on June 29, 1999 and incorporated herein by
reference).
|
3.2
|
Bylaws
(Attached as an exhibit to our Form 10-SB filed with the SEC on June 29,
1999 and incorporated herein by reference).
|
14
|
Code
of Ethics. (Attached as an exhibit to our Form 10-KSB filed with the SEC
on May 19, 2005 and incorporated herein by reference).
|
31.1
|
Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to Section 302
of
the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of the Principal Executive Officer and Principal Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
|
Date
|
Form
|
Items
Reported
|
01/23/07
|
8-K
|
8.01
|
07/11/07
|
8-K
|
8.01
|
08/10/07
|
8-K
|
1.01,
9.01
|
09/24/07
|
8-K
|
1.01,
9.01
|
10/31/07
|
8-K
|
5.02
|