U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-K







[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended       December 31, 2009





[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ___________ to _____________





Commission
File No. 000-26533


___________________________





CoConnect,
Inc.


(Name of
small business issuer in its charter)





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)





Registrant’s telephone number, including area
code:                                              (760) 804-8844


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


Securities registered pursuant to Section 12(g) of the
Act: $.001 par value common
stock





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes S     No
£





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   £





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes S  No
£





The
issuer’s revenues for the most recent fiscal year were $0





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $153,367 based upon the
closing price of our common stock which was $.978 on February 26,
2010.  Shares of common stock held by each officer and director and by
each person or group who owns 10% or more of the outstanding common stock
amounting to approximately 166,666 shares have been excluded in that such
persons or groups may be deemed to be affiliates.  This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.




As of
March 3, 2010, there were 323,483 shares of our common stock were issued and
outstanding.





Documents
Incorporated by
Reference:       None





Transitional
Small Business Disclosure Format (Check one):     Yes
£   No
S





















CoConnect, Inc.





Annual
Report on Form 10-K





Table
of Contents





Part
      IItem
      1. BusinessItem
      2. PropertiesItem
      3. Legal ProceedingsItem
      4. Submission of Matters to a Vote of Security HoldersPart
      IIItem
      5. Market for Registrant's Common Equity and Related Stockholder
      MattersItem
      6. Selected Financial DataItem
      7. Management's Discussion and Analysis of Financial Condition
      and
              Results
      of OperationsItem
      8. Financial Statements and Supplementary DataItem
      9. Changes in and Disagreements with Accountants on Accounting
      and
              Financial
      DisclosureItem
      9A. Controls and ProceduresItem
      9B.  Other InformationPart
      IIIItem
      10. Directors, Executive Officers, and Corporate
  GovernanceItem
      11. Executive CompensationItem
      12. Security Ownership of Certain Beneficial Owners and
      ManagementItem
      13. Certain Relationships and Related Transactions, and Director
      IndependenceItem
      14. Principal Accountant Fees and ServicesPart
      IVItem
      15. Exhibits, Financial Statement SchedulesSignatures











PART
I


Item
1. Description of Business





Organization





a.           Corporate
History.





CoConnect,
Inc. (formerly known as Advanced Wireless Communications, Inc.) (the "Company")
was incorporated in Alabama in December 1997 to take over the assets of related
business involved in reorganizations through bankruptcies. In 1997, we acquired
Mobile Limited Liability Company as part of the confirmation by the U.S.
Bankruptcy Court for the Northern District of Texas of a Plan of Reorganization
of Mobile Limited Liability Company. We acquired all of the assets of Digital
Wireless Systems ("DWSI") on August 6, 2000, as part of the consummation of
DWSI's confirmed Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy
Code. Lack of funding forced us to abandon plans to revive the operations of
both companies.





In 2000,
we acquired three operating subsidiaries, Daybreak Auto Recovery, Inc., Rap
Group and Voltage Vehicles. In 2002, we rescinded these acquisitions, and in
October 2004 cancelled the common shares that were to be issued for the
acquisitions, which shares had been held in escrow. During 2002 and 2003, the
Company had no operations other than to continue its efforts to liquidate
certain telecommunications licenses, the only assets of the Company, in order to
pay creditors who had judgments arising out of the bankruptcies.





In August
of 2004, we moved our domicile to Nevada and changed our name to Advanced
Wireless Communications, Inc.





On
October 5, 2004, we signed a definitive agreement with Heritage Communications,
Inc. ("Heritage") and acquired an exclusive license for the marketing and
distribution of products over Heritage's proprietary high-speed wireless
network.





On
January 28, 2005, we executed a share exchange agreement with Heritage and its
stockholders. The share exchange agreement closed on February 23, 2005 and
superseded the exclusive license with Heritage by making Heritage our wholly
owned subsidiary.





In
February 2005, we changed our name to CoConnect, Inc.





On July
14, 2005, we rescinded the Share Exchange Agreement with Heritage due to
material omissions and misrepresentations had been made by Heritage. As a result
of the rescission, the Company cancelled the 30 million shares of common stock
previously issued to the shareholders of Heritage.





On
December 21, 2005, we purchased through our newly formed wholly-owned
subsidiary, Phoenix Asset Acquisition Corporation, selected assets of Phoenix
Systems Corp. (“Phoenix”). The terms of the purchase include the issuance of 8
million shares of our common stock, 2 million of which are being held in escrow
until certain performance measures are achieved; a $50,000 cash payment and the
assumption of approximately $374,000 of Phoenix liabilities and approximately
$49,000 in real property leases.  At December 31, 2005, the Phoenix
acquisition was mutually rescinded.  The financial statements have
been stated as if the transaction never happened.





On December 12, 2008, a majority of the
holders of our common shares voted to authorize a reverse split of our common
shares at a rate of 1 share for every 12,000 shares held.  On March
10, 2009, Nasdaq notified us that the reverse split shareholder action of
December 12, 2008, which took effect on January 12, 2009, would effect our stock
trading symbol as of March 10, 2009 and that our new trading stock symbol would
be “CCON.”





b.           Current Business
Operations.





Our
previous business model focused on the exploration of VoIP technology. VoIP is
the delivery of voice information in the language of the Internet, i.e., as
digital packets instead of the current circuit protocols of the copper-based
phone networks. In VoIP systems analog voice messages are digitized and
transmitted as a stream of data (not sound) packets that are reassembled and
converted back into a voice signal at their destination. VoIP allows telephony
users to bypass long-distance carrier charges by transporting those data packets
just like other Internet information.





Although
we are still investigating the profitability of pursuing the VoIP Technology
business, management is of the belief that there may be more value for our
shareholders if we were able to (i) attract a more substantial operating company
and engage in a merger or business combination of some kind, or (ii) acquire
assets or shares of an entity actively engaged in business which generates
revenues. We have several acquisitions in mind and are investigating the
candidates to determine whether or not they will add value to the Company for
the benefit of our shareholders. Our Board of Directors intends to obtain
certain assurances of value of the target entity's assets prior to consummating
such a transaction. Any business combination or transaction will likely result
in a significant issuance of shares and substantial dilution to our present
stockholders.





We do not
intend to restrict our consideration to any particular business or industry
segment, and we may consider, among others, finance, brokerage, insurance,
transportation, communications, research and development, service, natural
resources, manufacturing or high-technology business. Of course, because we have
limited resources, the scope and number of suitable candidates to merge with,
will be limited accordingly. Because we may participate in a business
opportunity with a newly organized firm or with a firm which is entering a new
phase of growth, it should be emphasized that we may incur further risk due to
the failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target’s products or
services, or the failure to prove or predict profitability.





Personnel





As of
December 31, 2009, we had no employees.





Item
2. Description of Properties





We
currently do not own any real property nor do we lease any real
property.  We receive mail at the office of Mr. Brad M. Bingham, Esq.,
our interim CEO at 2038 Corte Del Nogal, Suite 110, Carlsbad, California,
92011.





Item
3. Legal Proceedings





None.





Item
4. Submission of Matters to a Vote of Security Holders





On
December 15, 2009, our Board of Directors and a majority of our shareholders
voted to authorize the Board to take certain corporate actions including: (i)
amending the Company’s Articles of Incorporation to increase the Company’s
authorized stock and, at the Board’s discretion, authorizing the Board to
designate a preferred class of stock; (ii) affecting  a reverse and/or
forward stock split of the Company’s common stock; (iii) ratifying the
appointment of Chang G. Park, CPA as the Company’s independent public
accountant; (iv) confirming and ratifying the appointment of Mr. Brad M.
Bingham, Esq. as the Company’s interim Chief Executive Officer and Chairman of
the Board; and (v) authorizing the designation of an Employee Stock Incentive
Plan. A further detailed description of the above described corporate actions
has been outlined in the Company’s Schedule 14C Definitive Information Statement
filed with the United States Securities and Exchange Commission (the “SEC”) on
January 12, 2010.  Copies of these reports may be obtained from the
SEC’s EDGAR archives at http://www.sec.gov/index.htm.
























PART
II





Item
5: Market for Registrant's Common Equity and Related Stockholder
Matters





(a)
Market Information.





The
common stock of the Company, $.001 par value, is currently traded over the
counter and is listed on the OTC Bulletin Board under the symbol "CCON" The
availability of historical trading prices of our common stock is limited, with
periods of little or no trading activity. The following table sets forth the
available approximate range of high and low closing prices for the common stock
of the Company during the periods indicated. The quotations presented
are  adjusted to reflect splits in our common stock and reflect
inter-dealer prices, without retail markup, markdown, or commissions, and may
not necessarily represent actual transactions in the common stock.





2009
            Low
            HighFirst
      Quarter
            $0.30
            $1004.00Second
      Quarter
            0.31
            0.60Third
      Quarter
            0.20
            0.60Fourth
      Quarter
            0.08
            0.60





2008
            Low
            HighFirst
      Quarter
            $500.00
            $687.50Second
      Quarter
            500.00
            1875.00Third
      Quarter
            625.00
            1000.00Fourth
      Quarter
            625.00
            1250.00




On
February 26, 2010 the closing quotation for our common stock was $.978 per
share. As reflected by the high and low prices on the foregoing table, the
trading price of the common stock of the Company can be volatile with dramatic
changes over short periods. The trading price may reflect imbalances in the
supply and demand for shares of the Company, market reaction to perceived
changes in the industry in which the Company sells products and services,
general economic conditions, and other factors. Investors are cautioned that the
trading price of the common stock can change dramatically based on changing
market perceptions that may be unrelated to the Company and its
activities.





(b)
Approximate number of equity security holders





The
approximate number of record holders of the Company's common stock as of March
3, 2010 was 4,688, which does not include shareholders whose stock is held
through securities position listings.





(c)
Dividends





The
Company did not declare or pay any cash dividends on its common stock during the
past two fiscal years.





(d)
Securities authorized for issuance under equity compensation plans





We
currently do not have any stock option or other equity compensation
plans.





(e)
Recent sales of unregistered securities.





On
January 17, 2007, the Company issued 10,000,000 shares of its common stock at
market value of $.01 for deferred compensation for 2006.





On
February 16, 2007, the Company canceled 1,500,000 shares of its common stock
that had been issued in 2006.





On
February 16, 2007, the Company issued 1,750,000 shares of its common stock at
market value of $.01 for consulting services rendered.





On
February 16, 2007, the Company issued 5,500,000 shares of its common stock at
market value of $.01 for legal services rendered.





On
February 16, 2007, the Company issued 250,000 shares of its common stock at
market value of $.01 for consulting services rendered.





The
Company canceled 14,000,000 shares of its common stock issued in a previous
period on July 2, 2007.





On July
13, 2007, the Company affected a 1 for 20 reverse split.





The
Company issued 75,000,000 shares of its common stock for cancellation of a note
payable with a related party on September 23, 2007.





On
October 30, 2007, the Company entered into a stock sale agreement whereby the
Company sold 70,000,000 shares of common stock to a private investor for a total
purchase price of $155,096.





On
October 30, 2007, the Company entered into a settlement and release agreement
and issued 1,400,000 shares of common stock to creditors in exchange for full
release of liability.





On
December 14, 2009, the Company entered into a Common Stock Purchase Agreement
wherein the Company sold 166,666 shares of its Common Stock representing a 51%
interest in the Company to a private investor  for a total purchase
price of $75,000.





(f)
Purchases of equity securities by the small business issuer and affiliated
purchasers





During
the year ended December 31, 2009, neither the Company nor any of its affiliates
purchased any equity securities of the Company or on behalf of the
Company.





Item
6. Selected Financial Data





Not Applicable.





Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations





The
following discussion and analysis should be read in conjunction with our audited
consolidated financial statements and related notes included in this
report.  This report contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.  The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
terminology are forward-looking statements based on current expectations and
assumptions.





The
forward-looking events discussed in this report, the documents to which we refer
you and other statements made from time to time by us or our representatives,
may not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us.  For these
statements, we claim the protection of the “bespeaks caution”
doctrine.  All forward-looking statements in this document are based
on information currently available to us as of the date of this report, and we
assume no obligation to update any forward-looking
statements.  Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.





Critical Accounting
Policies





Our
critical and significant accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Financial
Statements.  These policies have been consistently applied in all
material respects and address such matters as revenue recognition and
depreciation methods.  The preparation of the financial statements in
conformity with generally accepted accounting principles in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.  Actual results
could differ from those estimates.  The accounting treatment of a
particular transaction is specifically dictated by accounting principles,
generally accepted in the United States of America, with no need for
management’s judgment in their application.  There are also areas in
which management’s judgment in selecting any viable alternative would not
produce a materially different result.  See our audited financial
statements and notes thereto which contain accounting policies and other
disclosures required by accounting principles, generally accepted in the United
States of America.





Results
of Operations




Revenues





Year
              Ended
      December 312008
            
            2009Total
      Sales
            $0
            
            $0





We had no
revenues for the year ended December 31, 2009 or for the year ended December 31,
2008.





Operating
Expenses





Year
              Ended
      December 312009
            
            2008Operating
      Expense
            $51,698
            
            $15,109





Total
costs and expenses of $51,698 for the year ended December 31, 2009 consisted of
8,666 in professional fees, $0 in depreciation expense, and $43,032 in general
and administrative expenses.





Total
costs and expenses of $15,109 for the year ended December 31, 2008 consisted of
$6,500 in consulting expenses, $0 in depreciation expense and $8,609 in general
and administrative expenses.




Net Profit
(Loss





Year
              Ended
      December 312009
            
            2008Net
      Profit (Loss)
            ($54,325)
            
            ($15,296)





For the
year ended December 31, 2009, we sustained net losses of $54,325 as compared
with net losses of $15,296 for the year ended December 31, 2008.





No
provision for income taxes has been recorded in the accompanying financial
statements due to the net losses of the Company. Because of the bankruptcy
proceedings and significant changes in ownership of its common stock, the
Company has not determined the amount of net operating loss carryforwards that
may be available to offset future taxable income of the Company. If there have
been substantial changes in the Company's ownership, as defined in the Internal
Revenue Code and related Regulations, there may be substantial annual
limitations of the amount of net operating loss carryforwards, which could be
utilized by the Company.





Liquidity
and Capital Resources





At
December 31, 2009, the Company had assets of $164,583 comprised of $3,565 in
cash, $158,375 in prepaid expenses and $2,643 in other
receivables.  There were liabilities of $318,057 comprised of $231,373
in accounts payable and $86,684 in notes payable. Current assets of $164,583 and
current liabilities of $318,057 resulted in a working capital deficiency of
$153,474. The Company reported total stockholders’ deficit of $104,149 at
December 31, 2008.





The
accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. Because of recurring
operating losses and the excess of current liabilities over current assets,
there is substantial doubt about the Company's ability to continue as a going
concern. The Company's continuation as a going concern is dependent on attaining
profitable operations through business acquisitions, restructuring its financial
arrangements, and obtaining additional outside financing as needed.





We intend
to retain any future earnings to retire any existing debt, finance the expansion
of our business and any necessary capital expenditures, and for general
corporate purposes.





Forward-Looking
Statements





The
Company, from time to time, may publish forward-looking statements relating to
such matters as anticipated financial performance, business prospects,
technological development, new products, research and development activities and
similar matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in any of the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include, but are not limited to, the following: (a) the failure to obtain
additional borrowed and/or equity capital on favorable terms for acquisitions
and expansion; (b) adverse changes in federal and state laws, or other matters
affecting the Company's business; (c) the demand for the Company's products and
services; and (d) other risks detailed in the Company's Securities and Exchange
Commission filings.





This Form
10-K contains and incorporates by reference certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act with respect to results of operations and businesses of the
Company. All statements, other than statements of historical facts, included in
this Form 10-K, including those regarding market trends, the Company's financial
position, business strategy, projected costs, and plans and objectives of
management for future operations, are forward-looking statements. In general,
such statements are identified by the use of forward-looking words or phrases
including, but not limited to, "intended, will, should, may, expect, anticipate,
estimates, projects" or the negative thereof or variations thereon or similar
terminology.





Forward-looking
statements are based on the Company's current expectations. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be
correct. Because forward-looking statements involve risk and uncertainty, the
Company's actual results could differ materially. Important factors that could
cause actual results to differ materially from the Company's expectations are
disclosed hereunder and elsewhere in this Form 10-K. These forward-looking
statements represent the Company's judgment as of the date of this Form 10-K.
All subsequent written and oral forward-looking statements attributable to the
Company are expressly qualified in their entirety by the Cautionary Statements.
The Company disclaims, however, any intent or obligation to update its
forward-looking statements.





Item
7A.  Quantitative and Qualitative Disclosure about Market
Risk





Not applicable.














Item
8. Financial Statements and Supplementary Data
















Report
      of Independent Registered Public Accounting Firm – 2009Balance
      SheetStatements
      of OperationsStatements
      of Stockholders' Equity (Deficit)Statements
      of Cash FlowsNotes
      to Financial Statements































Chang
G. Park, CPA, Ph. D.


t 2667 CAMINO DEL RIO
SOUTH PLAZA B t SAN
DIEGO t CALIFORNIA
92108-3707t


t TELEPHONE (858)722-5953
t FAX (858)
761-0341  t FAX (858)
433-2979


t E-MAIL changgpark@gmail.comt




Report of Independent
Registered Public Accounting Firm






To
the Board of Directors and Stockholders




CoConnect,
Inc.




We have
audited the accompanying balance sheets of CoConnect, Inc. (A Development Stage
“Company”) as of December 31, 2009 and the related statements of operations,
changes in shareholders’ equity and cash flows for the year ended December 31,
2009. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CoConnect, Inc. as of December 31,
2009, and the result of its operations and its cash flows for the years ended
December 31, 2009 in conformity with U.S. generally accepted accounting
principles.





The
financial statements have been prepared assuming that the Company will continue
as a going concern.  As discussed in Note 2 to the financial
statements, the Company’s losses from operations raise substantial doubt about
its ability to continue as a going concern.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





/s/Chang
Park


____________________




CHANG
G. PARK, CPA




February
23, 2010




San
Diego, CA. 92108












































COCONNECT,
  INC.BALANCE
      SHEETSDecember
      31,
            December
      31,ASSETS
            2009
            2008Current
      assetsCash
            $              3,565
            $                 -Prepaid
      Expenses
            158,375
            -Other
      receivable - related party
            2,643Total
      current assets
            164,583
            -TOTAL
      ASSETS
            $           164,583
            $                 -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            $            35,373
            $             37,540Related
      party payable
            196,000
            11,609Convertible
      notes payable, related party
            86,684
            55,000Total
      current liabilities
            318,057
            104,149TOTAL
      LIABILITIES
            318,057
            104,149STOCKHOLDERS'
      DEFICITCommon
      stock, 150,000,000 shares authorized, $0.001 par value323,483
      and 133,915 shares issued and outstandingas
      of December 31, 2009 and December 31, 2008 respectively.
            323
            134Additional
      paid-in capital
            11,425,517
            11,350,707Subscription
      receivable
            (70,000)
            -Deficit
      accumulated during the development stage
            (11,509,314)
            (11,454,989)TOTAL
      STOCKHOLDERS' DEFICIT
            (153,473)
            (104,149)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            $           164,583
            $                      -The
      accompanying notes are an integral part of these financial
      statements
































COCONNECT,
      INC.STATEMENTS
      OF OPERATIONSFor
      the years endedDecember
      31,2009
            2008RevenuesSales
            $            -
            $              -Total
      revenues
            -
            -ExpensesProfessional
      Fees
            8,666
            -General
      and administrative
            43,032
            15,109Total
      operating expenses
            51,698
            15,109Loss
      from operations
            (51,698)
            (15,109)Other
      income (expense)Interest
      expense
            (2,627)
            (187)Total
      other income (expense)
            (2,627)
            (187)Net
      Loss before Income Tax
            (54,325)
            (15,296)Income
      Tax
            -
            -NET
      LOSS
            $        (54,325)
            $         (15,296)Basic
      and diluted lossper
      common share
            $           (0.32)
            $            (0.11)Weighted
      average commonshares
      outstanding (2008 restated for split)
            170,516
            133,915The
      accompanying notes are an integral part of these financial
      statements









































COCONNECT,
      INC.STATEMENTS
      OF CASH FLOWSFor
      the years endedDecember
      31,2009
            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $                  (54,325)
            $                  (15,296)Changes
      in operating assets and liabilities:Other
      receivable increase
            (2,643)
            -Prepaid
      expense increase
            (158,375)
            -Accounts
      payable increase
            209,948
            15,109Accrued
      expenses and interest increase
            2,627
            187NET
      CASH USED IN OPERATING ACTIVITIES
            $                    (2,768)
            $                              -CASH
      FLOWS FROM INVESTING ACTIVITIESNET
      CASH USED IN INVESTING ACTIVITIES
            $                             -
            $                              -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
            5,000
            -Proceeds
      from issuance of convertible note
            1,333
            -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            $                      6,333
            $                              -NET
      CHANGE IN CASH
            3,565
            -CASH
      BALANCESBeginning
      of year
            -
            -End
      of year
            $                      3,565
            $                              -SUPPLEMENTAL
      DISCLOSURE:Interest
      paid
            -
            -Income
      taxes paid
            -
            -NON-CASH
      ACTIVITIES:Convertible
      notes issued in debt settlement
            $                    27,724The
      accompanying notes are an integral part of these financial
      statements




















































COCONNECT,
      INC.STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)From
      December 31, 2007 through December 31, 2009Common
      Stock
            Additional
            
            
            TotalPar
            Paid-in
            Subscription
            Accumulated
            Stockholders'Shares
            Value
            Capital
            Receivable
            Deficit
            DeficitBalance
      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 reversesplit
      floor of 100 shares
            29,111
            29
            (29)
            
            
            -Net
      Loss for the year endedDecember
      31, 2008
            -
            -
            -
            
            (15,296)
            (15,296)Balance
      December 31, 2008
            133,915
            134
            11,350,707
            $               -
            (11,454,989)
            (104,149)Adjust
      of reverse split floor
            22,902
            23
            (23)
            
            
            -Issuance
      of stock in exchange of cash and receivable
            166,666
            167
            74,833
            (70,000)
            
            5,000Net
      Loss for the year endedDecember
      31, 2009
            -
            -
            -
            
            (54,325)
            (54,325)Balance
      December 31, 2009
            323,483
            $       323
            $11,425,517
            $    (70,000)
            $(11,509,314)
            $    (153,473)The
      accompanying notes are an integral part of these financial
      statements























COCONNECT,
INC.


Notes
to the Financial Statements


December
31, 2009





Note 1
-                      Organization And History of
the Company





CoConnect,
Inc. (the “Company”) was incorporated in Alabama in December 1997 to take over
the assets of related businesses involved in reorganizations through
bankruptcies.  In 1997, the Company acquired Mobile Limited Liability
Company (Mobile) as part of the confirmation by the U.S. Bankruptcy Court for
the Northern District of Texas of a Plan of Reorganization of Mobile.  The
Company acquired all of the assets of Digital Wireless Systems (“DSWI”) on
August 6, 2000, as part of the consummation of DSWI’s confirmed Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code.  Lack of
funding forced the Company to abandon plans to revive the operations of both
companies.





In 2000,
the Company acquired three operating subsidiaries, Daybreak Auto Recovery, Inc.,
Rap Group, and Voltage Vehicles. In 2002, the Company rescinded these
acquisitions and in October 2004 cancelled the common shares that were issued
for the acquisitions, which shares had been held in escrow.  During 2002
and 2003, the Company had no operations other than to continue its efforts to
liquidate certain telecommunications licenses, the only assets of the Company,
in order to pay creditors who had judgments arising out of the
bankruptcies.





In August
2004, the Company changed its domicile to Nevada, and changed its name to
Advanced Wireless Communications, Inc.





On
October 5, 2004, the Company signed a definitive agreement with Heritage
Communications, Inc. (“Heritage”) and acquired an exclusive license for the
marketing and distribution of telecommunications products over Heritage’s
proprietary high-speed wireless network.





The
Company changed its name to CoConnect, Inc. on January 31, 2005.





Acquisition of Heritage
Communications, Inc. and Rescission of Agreement





On
January 28, 2005, the Company executed a Share Exchange Agreement (the
“Agreement”) with Heritage Communications, Inc. (“Heritage”) and its
shareholders.  The Company acquired all of the outstanding shares of
Heritage in exchange for 30 million shares of the Company’s common stock as
provided by the Agreement.





As part
of the Agreement, Heritage provided warranties and representations that, among
other items, it had no undisclosed outstanding indebtedness and that it had
filed all federal, state and local tax returns which were required and that
Heritage had paid all taxes, interest and penalties, if any, due and payable
related to its tax liabilities.  Subsequent to the Agreement being
executed, the Company determined that material omissions and misrepresentations
had been made by Heritage.   As a result of these omissions and
misrepresentations, the Company rescinded the Agreement on July 14, 2005.
 As a result of the rescission, the Company issued a cancel order to the
transfer agent on the 30 million shares of common stock previously issued to the
shareholders of Heritage.  The stock has been recorded at par
value.





Acquisition of Phoenix Asset
Systems Corp and Rescission of the  Agreement





On
December 17, 2005, the Company executed a Purchase Agreement (the “Agreement”)
with Phoenix Asset Systems Corp. (“Phoenix”) and its shareholders.  The
Company acquired assets of Phoenix and assumed liabilities in exchange $50,000
in cash and 8,000,000 shares of the Company’s common stock.





The
Companies mutually rescinded the Agreement and the shares were returned to the
Company’s office for cancellation.





Failed Plan of Merger with
Boomj.com, Inc.





On March
23, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with Richard
Ferguson (“Ferguson”) and David O. Black (“Black”) whereby Ferguson and Black
were to provide $25,000 each to pay the Company’s debts. It was agreed that upon
a successful merger or acquisition Ferguson and Black would be repaid out of
proceeds received from the merger or acquisition together with 10% interest. In
the event there was not a merger or acquisition acceptable to a majority of the
Board of Directors within 180 days of the Loan Agreement, Ferguson and Black
were to be immediately issued 50% of the authorized but unissued common stock of
the Company; half of the shares to be issued to Ferguson and half of the shares
to be issued to Black.





On August
7, 2007 we entered into an Agreement and Plan of Reorganization (the “Plan”)
with CoConnect Sub, Inc., a newly-formed Nevada corporation (hereinafter
“CoConnectSub”) and
Boomj.com, Inc., a Nevada corporation (hereinafter “BOOMJ”), pursuant to which
CoConnect Sub agreed to merge with and into BOOMJ (the “Merger”).  The
proposed closing date for the Merger was August 31, 2007. BOOMJ was granted an
extension to September 20, 2007 in which to send a non-refundable deposit. Said
deposit was never received. On September 21, 2007, the merger between BOOMJ and
the Company was cancelled due to lack of performance and failure to meet any of
the objectives set forth in the Plan. Pursuant to the terms of the March 23,
2007 Loan Agreement, on September 23, 2007 Ferguson and Black were each issued
37,500,000 shares of our common stock.





Note 2
-                      Summary of Significant
Accounting Policies





a.           Accounting
Method





The
financial statements are prepared using the accrual method of accounting.
 The Company has elected a December 31 year-end.





b.           Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





c.           Cash and Cash
Equivalents





Cash
equivalents include short-term, highly liquid investments with maturities of
three months or less at the time of acquisition.





d.           Going Concern
Considerations





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  Because of the recurring operating losses and
the excess of current liabilities over current assets, there is substantial
doubt about the Company’s ability to continue as a going concern.  As of
December 31, 2009 the company had convertible notes payable of $86,684 that were
in default status, due to an inability to make required payments.  The
Company’s continuation as a going concern is dependent on attaining profitable
operations, restructuring its financial obligations, and obtaining additional
outside financing.  The Company has funded losses from operations primarily
from the issuance of debt and the sale of the Company’s common stock.  The
Company believes that the issuance of debt and the sale of the Company’s common
stock will continue to fund operating losses in the short-term until the Company
can generate revenues sufficient to fund its operations.





e.           Income
Taxes





The
Company accounts for income taxes according to the provisions of US
GAAP.  Recognition of deferred tax assets and liabilities reflect the
expected future tax consequences of temporary differences between the financial
statement and tax basis of assets and liabilities. US GAAP requires a company to
determine whether it is more likely than not that the tax position will be
sustained, will be sustained upon examination based upon the technical merits of
the position.  If the more-likely-than-not threshold is met, a company
must measure the tax position to determine the amount to recognize in the
financial statements.   The Company performed a review of its
material tax positions in accordance with recognition and measurement
standards.





The
components of income tax expense are as follows at December 31, 2009 and
December 30, 2008:





December
      31,
            December
      31,2009
            2008Federal
      taxes
            -
            -State
      taxes
            -
            -Benefit
      of utilization of operating loss carryforward
            (18,471)
            (5,201)Taxes
            -
            -Change
      in Valuation Allowance
            18,471
            5,201Income
      Tax Expense
            -
            -








At
December 31, 2009, the Company had net operating loss carryforwards of
approximately $11,509,314 that may be offset against future taxable income
through 2025.  No tax benefits have been reported in the financial
statements, because the potential tax benefits of the net operating loss carry
forwards are offset by a valuation allowance of the same amount.





Net
deferred tax assets (liabilities) consist of the following
components:





December
      31,
            December
      31,2009
            2008Operating
      loss carryforwards
            $
            3,913,167
            3,894,696Valuation
      allowance
            
            (3,913,167)
            (3,894,696)Net
      deferred tax assets (liabilities)
            $
            -
            -





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in the future.





g.           Basic Net Loss per Share of
Common Stock





In
accordance with US GAAP, basic net loss per common share is based on the
weighted average number of shares outstanding during the periods presented.
 Diluted earnings per share is computed using weighted average number of
common shares plus dilutive common share equivalents outstanding during the
period.  There is a total of $86,684 in convertible bonds currently
outstanding, which are convertible into common stock at $.01 per share, the
common stock equivalents resulting from the issuance of these stock options have
not been included in the per share calculations because such inclusion would be
anti-dilutive.  Pursuant to a 1-for-12,000 reverse split occurring on
December 12, 2008 the earnings per share amounts have been retroactively
restated for all periods presented to reflect the reverse split.





December
      31,
            December
      31,2009
            2008Numerator
      – (loss)
            $
            (54,325)
            (15,296)Denominator
      – weighted averagenumber
      of shares outstanding
            
            170,516
            133,915Loss
      per share
            $
            (0.32)
            (0.11)





h.           Accounts
Receivable





We must
make judgments about the collectability of our accounts receivable to be able to
present them at their net realizable value on the balance sheet. We analyze the
aging of our customer accounts and review historical bad debt problems. From
this analysis, we record an estimated allowance for receivables that we believe
will ultimately become uncollectible. As of December 31, 2009, we had no
allowance for bad debts since we deemed that 100% of the amount in Accounts
Receivable is collectible.





i.           Concentration of
Risk





Financial
instruments which potentially subject the Company to concentrations of credit
risk are cash and marketable securities. The Company places its cash with
financial institutions deemed by management to be of high credit quality. The
amount on deposit in any one institution that exceeds federally insured limits
is subject to credit risk. All of the Company’s investment in marketable
securities are considered “available-for-sale” and are carried at their fair
value, with unrealized gains and losses (net of income taxes) that are temporary
in nature recorded in accumulated other comprehensive income (loss) in the
accompanying balance sheets. The fair values of the Company’s investments in
marketable securities are determined based on market quotations.





j.           Convertible
Notes




In
accordance with US GAAP we calculated the value of the beneficial conversion
feature embedded in the Convertible Notes.  Since the note is
contingently convertible, the intrinsic value of the beneficial conversion
feature is not recorded until the note becomes convertible.




Convertible
notes are split into two components: a debt component and a component
representing the embedded derivatives in the debt. The debt component represents
the Company’s liability for future interest coupon payments and the redemption
amount. The embedded derivatives represent the value of the option that
debtholders have to convert into ordinary shares of the Company.  Due
to the number of shares that may be required to be issued upon conversion of the
Convertible Notes is indeterminate, the embedded conversion option of the
Convertible Notes are accounted for as a derivative instrument liabilities
rather than equity debt as in accordance with US GAAP.




The debt
component of the convertible note is measured at amortized cost and therefore
increases as the present value of the interest coupon payments and redemption
amount increases, with a corresponding charge to finance cost – other than
interest. The debt component decreases by the cash interest coupon payments
made. The embedded derivatives are measured at fair value at each balance sheet
date, and the change in the fair value is recognized in the income
statement.




k.           Financial
Instruments





In
determining fair value, the Company uses various valuation approaches within the
US GAAP fair value measurement framework. Fair value measurements are determined
based on the assumptions that market participants would use in pricing an asset
or liability.  US GAAP establishes a hierarchy for inputs used in
measuring fair value that maximizes the use of observable inputs and minimizes
the use of unobservable inputs by requiring that the most observable inputs be
used when available. US GAAP defines levels within the hierarchy based on the
reliability of inputs as follows:




·
            Level
      1 - Quoted prices in active markets for identical assets or
      liabilities.


·
            Level
      2 - Inputs, other than the quoted prices in active markets, that are
      observable either directly or
indirectly.


·
            Level
      3 - Unobservable inputs based on the Company’s
  assumptions.




US GAAP
requires the use of observable market data if such data is available without
undue cost and effort.  The Company’s adoption of US GAAP did not
result in any changes to the accounting for its financial assets and
liabilities.





The
recorded amounts of financial instruments, including cash equivalents accounts
payable and accrued expenses, and long-term debt approximate their market values
as of December 31, 2009 and December 31, 2008.





l.           Recent Accounting
Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update No. 2009-01, “Generally Accepted Accounting Principles”
(ASC Topic 105) which establishes the FASB Accounting Standards Codification
(“the Codification” or “ASC”) as the official single source of authoritative
U.S. generally accepted accounting principles. All existing accounting standards
are superseded. All other accounting guidance not included in the Codification
will be considered non-authoritative. The Codification also includes all
relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections within the Codification. Following the
Codification, the FASB will not issue new standards in the form of Statements,
FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will
issue Accounting Standards Updates (“ASU”) which will serve to update the
Codification, provide background information about the guidance and provide the
basis for conclusions on the changes to the Codification. The Codification is
not intended to change GAAP, but it will change the way GAAP is organized and
presented. The Codification is effective for the Company’s third quarter
financial statements and the principal impact on the financial statements is
limited to disclosures as all future references to authoritative accounting
literature will be referenced in accordance with the Codification.





In August
2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair
Value” (“ASU 2009-05”). The amendments in this ASU apply to all entities
that measure liabilities at fair value and provides clarification that in
circumstances in which a quoted price in an active market for the identical
liability is not available, an entity is required to measure fair value using
one or more techniques laid out in this ASU. The guidance provided in this ASU
is effective for the first reporting period (including interim periods)
beginning after issuance. The Company does not expect the adoption of this ASU
to have a material impact on its consolidated financial statements.





In
September 2009, the FASB issued ASU No. 2009-13 “Revenue recognition –
Multiple deliverable revenue arrangements”. The ASU provides amendments to the
criteria in “Revenue recognition – multiple element arrangements” for separating
consideration in multiple element arrangements. The amendments in this ASU
establish a selling price hierarchy for determining the selling price of a
deliverable. Further, the term fair valuein the revenue
guidance will be replaced with selling priceto clarify that
the allocation of revenue is based on entity-specific assumptions rather than
assumptions of a market place participant. The amendments in this ASU will be
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company is currently evaluating this
ASU.




Note
3
-                      Convertible Debentures,
Related Party, Default




In
accordance with US GAAP, we recognize the advantageous value of conversion
rights attached to convertible debt. Such rights give the debt holder the
ability to convert his debt into common stock at a price per share that is less
than the trading price to the public on the day the loan is made to the Company.
The beneficial value is calculated as the intrinsic value (the market price of
the stock at the commitment date in excess of the conversion rate) of the
beneficial conversion feature of debentures and related accruing interest is
recorded as a discount to the related debt and an addition to additional paid in
capital. The discount is amortized over the remaining outstanding period of
related debt using the interest method.





A $55,000
0% convertible debenture was issued on October 25, 2007.  The note was
payable on the first day of the month, beginning on November 1, 2007 and ending
on February 1, 2008, the amount of $13,750 per month.  At the time of
this note was issued it was convertible into common stock at
$0.09.  This note was later purchased from the third party it was
originally issued to by a related party, the Noctua Fund, LP.  Noctua
Fund, LP is managed by Noctua Fund Manager, LLC.  Mark L. Baum, Esq.,
is the Company’s former president, is also a managing member of Noctua Fund
Manager, LLC.





As of
August 15, 2009 no payments had been made and as a result of nonpayment this
convertible debenture was in default.  On August 15, 2009 the Company
entered into a note exchange with Noctua Fund, LP.  The $55,000 0%
convertible debenture was cancelled, and in exchange Noctua Fund, LP was issued
two new convertible notes and guaranteed a future payment of $1,333 to help pay
future Company expenses.  The two notes issued are both in the amounts
of $28,167 with interest accruing at 5% of the principal balance.  The
notes are both due on November 15, 2009 and are convertible into the Company’s
common stock at $.01 per share.  At the time of the note agreement
date, there was no determinable stock price, therefore there is no beneficial
conversion feature that applies to this debenture.  These notes were
set to fall into default status on November 15, 2009 due to
nonpayment.  However, the default was waived and the maturity date
extended to February 15, 2010 following the execution of an advisory services
agreement (see Note 4).  As part of the agreement, the interest rate
would still accrue at the default rate of 15%.





On August
15, 2009 the Company issued two convertible notes both in the amount of $13,862
with interest accruing at 5% of the principal balance.  The notes were
issued as part of a debt settlement agreement with Noctua Fund Manager,
LLC.  These notes are due on November 15, 2009 and are convertible
into the Company’s common stock at $.01 per share.  At the time of the
note agreement date, there was no determinable stock price, therefore there is
no beneficial conversion feature that applies to this
debenture.  Noctua Fund Manager, LLC’s managing member is Mark L.
Baum, Esq. is our former President.  These notes were set to fall into
default status on November 15, 2009 due to nonpayment.  However, the
default was waived and the maturity date extended to February 15, 2010 following
the execution of an advisory services agreement (see Note 4).  As part
of the agreement, the interest rate would still accrue at the default rate of
15%.





Notes
payable consisted of the following:





At
              December
      31, 2009
            At
              December
      31, 2008Gross
      proceeds from notes
            $           84,057
            $                 55,000Less:
      Principal Payments
            -
            -Add:
      Accrued Interest
            2,627
            -Carrying
      Value of Notes
            $           86,684
            $                 55,000




Note 4 – Commitments,
Contingent Liability - Related Party





On
November 15, 2009 the Company entered into an advisory services agreement (the
“Agreement”) with Noctua Fund Manager, LLC (the “Consultant”) an entity
indirectly controlled by Mark L. Baum, Esq., who is our former
president.  The Agreement is designed to assist the company in
entering into an agreement to acquire and manage new assets and/or a business
(“Transaction”).  The Consultant will assist the company in several
areas, including: locating qualified management and board member candidates,
locating target transaction candidates, and any strategic planning in the event
of a Transaction.  The Company has agreed to pay Noctua Fund Manager,
LLC the following: $181,000 as compensation for services to be provided and in
the event the Company executes any agreement related to a Transaction with a
target company, the Company shall also pay the Consultant a bonus fee of
$250,000 (the “Bonus Fee”).  The agreement shall terminate upon the
earlier of: (i) the closing of a Transaction; or (ii) the one year anniversary
following the effective date.





The
Company has not recognized the Bonus Fee as part of its financial statements as
the Company believes the event of a Transaction is not probable at this time. At
December 31, 2009 there is $181,000 due and during the year ended December 31,
2009 $0 paid to Noctua Fund Manager, LLC.





The
Company also obtains certain administrative services, as well as use of, among
other things, internet, postage, copy machines, electricity, furniture, fixtures
etc from Noctua Fund Manager, LLC, an entity indirectly controlled by Mark L.
Baum, Esq., who is our former president, for a fee of $5,000 per
month.  As of December 31, 2009, the Company had unpaid management fee
$15,000





For the
year ended December 31, 2009, Noctua Fund Manager, LLC paid $12,615 to cover
professional fees and certain general and administrative expenses of the
Company. As of August 15, 2009, there is $27,724 due to related parties. On
August 15, 2009 the Company issued two convertible notes both in the amount of
$13,862 with interest accruing at 5% of the principal balance.  The
notes were issued as part of a debt settlement agreement with Noctua Fund
Manager, LLC.  The debt settlement is described in detail within Note
3.





Note 5 -
Equity Transactions





On
December 12, 2008 the Company’s Board of Directors approved a 1-for-12,000
reverse stock split of the Company’s common stock such that shareholders of the
Company’s common stock were issued one share of common stock in exchange for
every 12,000 shares of common stock held as of the record date, with a reverse
split floor of 100 shares.  The reverse split floor resulted in
brokerage firms struggling to properly account for the reverse split in a timely
manner.  As a result, the companies issued and outstanding common
shares has changed since our since the split well into the 2009 year, despite no
new issuances being made. The increases directly related to the reverse split
have no material affect on our financial statements.





On
December 14, 2009, the Company entered into a stock purchase agreement with a
third party purchaser wherein the Company issued 166,666 shares of Common Stock
at $.45 per share for a total purchase price of $75,000. The shares were
purchased for an initial cash payment of $5,000, with the remaining $70,000 due
and payable on or before December 14, 2010.





NOTE
6.  SUBSEQUENT EVENT





The
Company has evaluated subsequent events through February 23, 2010, the date
which the financial statements were available to be issued. The Company has
determined that there were no such events that warrant disclosure or recognition
in the financial statements.













Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure





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.





Item
9A.   Controls and Procedures





(A) Evaluation of disclosure
controls and procedures.





We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this Annual
Report on Form 10-K. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in our reports filed under the
Exchange Act, such as this Annual Report on Form 10-K is recorded, processed,
summarized and reported within the time periods specified by the SEC. Disclosure
controls are also designed to ensure that such information is accumulated and
communicated to our management, including the CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure. In our original filing of
this Form 10-K, our management did not include a firm conclusion regarding their
belief that the disclosure controls and procedures were effective. At such time,
management was of the belief that such disclosure controls and procedures were
effective, however, considering such conclusion was not included in the original
filing of this Form 10-K, for that reason and that reason alone, management
believes that, as of December 31, 2009, the Company’s disclosure controls
and procedures were ineffective. The Company plans to remedy this issue by
completing their assessment of internal controls over financial reporting in a
timely manner in their next 10-K for the year ending December 31, 2010 and
including a firm conclusion as to such assessment.


(B) Management’s report on
internal controls over financial reporting.


The
Company’s management is responsible for establishing and maintaining effective
internal control over financial reporting (as defined in Rule 13a-15(f) of
the Securities Exchange Act). Management assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31,
2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based
on that assessment, management believes that, as of December 31, 2009, the
Company’s internal control over financial reporting was ineffective based on the
COSO criteria, due to the following material weakness listed below.





Insufficient segregation of duties
in our finance and accounting functions due to limited personnel.
 During the year ended December 31, 2009, the company internally performed
all aspects of our financial reporting process, including, but not limited to,
access to the underlying accounting records and systems, the ability to post and
record journal entries and responsibility for the preparation of the financial
statements.  Due to the fact these duties were performed oftentimes by the
same people, a lack of review was created over the financial reporting process
that might result in a failure to detect errors in spreadsheets, calculations,
or assumptions used to compile the financial statements and related disclosures
as filed with the SEC.  These control deficiencies could result in a
material misstatement to our interim or annual financial statements that would
not be prevented or detected.





Insufficient corporate governance
policies.  Although we have a code of ethics which provides broad
guidelines for corporate governance, our corporate governance activities and
processes are not always formally documented.  Specifically, decisions made
by the board to be carried out by management should be documented and
communicated on a timely basis to reduce the likelihood of any misunderstandings
regarding key decisions affecting our operations and management.





We intend
to take appropriate and reasonable steps to make the necessary improvements to
remediate these deficiencies and we intend to consider the results of our
remediation efforts and related testing as part of our next year-end assessment
of the effectiveness of our internal control over financial
reporting.
 
 This annual report does not include an
attestation report of the company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by the company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
company to provide only management's report in this annual
report.




(C) Changes in internal
controls over financial reporting.





During
the period covered by this report, there were no changes in the Company's
internal control over financial reporting that occurred during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





Item
9B. Other Information.





On
November 15, 2009 the Company entered into an advisory services agreement (the
“Agreement”) with a Consultant.   The Agreement is designed to
assist the company enter into an agreement to acquire and manage new assets
and/or a business (“Transaction”).  The Consultant will assist the
company in several areas, including: locating qualified management and board
member candidates, locating target transaction candidates, and any strategic
planning in the event of a Transaction.  The Company has agreed to pay
the following: $181,000 as compensation for services to be provided and in the
event the Company executes any agreement related to a Transaction with a target
company, the Company shall also pay the Consultant a bonus fee of $250,000 (the
“Bonus Fee”).  The agreement shall terminate upon the earlier of: (i)
the closing of a Transaction; or (ii) the one year anniversary following the
effective date.




















PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act





Directors and Executive
Officers.





As of March 3, 2010, our executive
officers and directors, the positions held by them, and their ages are as
follows:





Name                                           Age                      Position





Bradly
Bingham                          32                      
 Director, Chief Executive Officer, Chief Financial
Officer and Secretary





Brad
M. Bingham, Esq., Interim Director, Chief Executive Officer, Chief Financial
Officer and Secretary





Brad M.
Bingham, Esq. maintains significant experience managing, advising and operating
small and microcap publicly traded companies. Mr. Bingham is a licensed attorney
and has provided clients with general corporate counsel services with a focus on
the public company business sector since 2006. Mr. Bingham maintains extensive
knowledge of corporate entity governance and management, public and private
company debt, equity and mezzanine financing and corporate restructuring,
recapitalization and M&A transactions. Prior to providing clients with legal
counsel, Mr. Bingham worked as a private independent consultant providing public
and private companies with various consulting services relating to public and
private company financing, corporate restructurings and recapitalizations and
various venture fundings since 2004. Mr. Bingham is a member of the California
State Bar and admitted to practice in California.





Audit
Committee.





We do not have an audit
committee.  We do not have a financial expert serving on our board of
directors.





Code
of Ethics





We have
adopted a Code of Ethics and Business Conduct authorizing the establishment of a
committee to ensure that our disclosure controls and procedures remain
effective.  Our Code also defines the standard of conduct expected by our
officers, directors and employees.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the year ended
December 31, 2009, no Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis.





Item
11. Executive Compensation





Set forth
below is information concerning the compensation paid for services in all
capacities to our President and Executive Officers for the years ended December
31, 2009 and 2008.





Annual
      Compensation
            
            Long-Term
      CompensationCommon
      SharesUnderlying
            
            AllRestricted
            
            Options
            
            OtherOther
      Annual
            
            Stock
            
            Granted
            
            CompenName
      and Position
            
            Year
            
            Salary
            
            Bonus
            
            Compensation
            
            Awards
      ($)
            
            (#
      Shares)
            
            -sationBrad
      M. Bingham, Esq.
            
            2009
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chairman
      Chief,Executive
      OfficerChief
      Financial Officerand
      SecretaryMark
      L. Baum
            
            2009
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chairman,
      President,
            
            2008
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chief
      Executive OfficerChief
      Financial Officerand
      Secretary





Option/SAR
Grants in Fiscal Year 2009





None.





Item
12. Security Ownership of Certain Beneficial Owners and Management





The
following table presents information about the beneficial ownership of our share
of common stock as of March 3, 2010 by:





·
            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
      OwnedBrad
      M. Bingham, Esq. (1)
            0
            0%Turnaround
      Advisors, LLC(2)
            166,666
            51.5%All
      directors, officers and 5% shareholders as a group
            166,666
            51.5%





(1)           The
address is 2038 Corte Del Nogal, Suite 110, Carlsbad, California
92011.


(2)           The
address is 32 W. 200 South, Suite 360, Salt Lake City, Utah 84101.





Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.  The number of shares and the percentage beneficially owned by
each individual listed above include shares that are subject to options held by
that individual that are immediately exercisable or exercisable within 60 days
from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.




Item
13. Certain Relationships and Related Transactions





A $55,000
0% convertible debenture was issued on October 25, 2007.  The note was
payable on the first day of the month, beginning on November 1, 2007 and ending
on February 1, 2008, the amount of $13,750 per month.  At the time of
this note was issued it was convertible into common stock at
$0.09.  This note was later purchased from the third party it was
originally issued to by a related party, the Noctua Fund, LP.  Noctua
Fund, LP is managed by Noctua Fund Manager, LLC.  Mark L. Baum, Esq.,
the Company’s former president, is a managing member of Noctua Fund Manager,
LLC.





As of
August 15, 2009 no payments had been made and as a result of nonpayment this
convertible debenture was in default.  On August 15, 2009 the Company
entered into a note exchange with Noctua Fund, LP.  The $55,000 0%
convertible debenture was cancelled, and in exchange Noctua Fund, LP was issued
two new convertible notes and guaranteed a future payment of $1,333 to help pay
future Company expenses.  The two notes issued are both in the amounts
of $28,167 with interest accruing at 5% of the principal balance.  The
notes are both due on November 15, 2009 and are convertible into the Company’s
common stock at $.01 per share.  These notes were set to fall into
default status on November 15, 2009 due to nonpayment.  However, the
default was waived and the maturity date extended to February 15, 2010 following
the execution of an advisory services agreement (see Note 4).  As part
of the agreement, the interest rate would still accrue at the default rate of
15%.





On August
15, 2009 the Company issued two convertible notes both in the amount of $13,862
with interest accruing at 5% of the principal balance.  The notes were
issued as part of a debt settlement agreement with Noctua Fund Manager,
LLC.  These notes are due on November 15, 2009 and are convertible
into the Company’s common stock at $.01 per share.  Noctua Fund
Manager, LLC’s managing member is Mark L. Baum, Esq. is our former President.
These notes were set to fall into default status on November 15, 2009 due to
nonpayment.  However, the default was waived and the maturity date
extended to February 15, 2010 following the execution of an advisory services
agreement (see Note 4).  As part of the agreement, the interest rate
would still accrue at the default rate of 15%.





On
November 15, 2009 the Company entered into an advisory services agreement (the
“Agreement”) with Noctua Fund Manager, LLC (the “Consultant”) an entity
indirectly controlled by Mark L. Baum, Esq., who is our former
president.  The Agreement is designed to assist the company in
entering into an agreement to acquire and manage new assets and/or a business
(“Transaction”).  The Consultant will assist the company in several
areas, including: locating qualified management and board member candidates,
locating target transaction candidates, and any strategic planning in the event
of a Transaction.  The Company has agreed to pay Noctua Fund Manager,
LLC the following: $181,000 as compensation for services to be provided and in
the event the Company executes any agreement related to a Transaction with a
target company, the Company shall also pay the Consultant a bonus fee of
$250,000 (the “Bonus Fee”).  The agreement shall terminate upon the
earlier of: (i) the closing of a Transaction; or (ii) the one year anniversary
following the effective date.





The
Company also obtains certain administrative services, as well as use of, among
other things, internet, postage, copy machines, electricity, furniture, fixtures
etc from Noctua Fund Manager, LLC, an entity indirectly controlled by Mark L.
Baum, Esq., who is our former president, for a fee of $5,000 per
month.  As of December 31, 2009, the Company had unpaid management
fees of $15,000.





Item
14. Principal Accountant Fees and Services





Audit
Fee





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of our annual financial
statement and review of financial statements included in our 10-Q reports and
services normally provided by the accountant in connection with statutory and
regulatory filings or engagements were $8,666 for fiscal year ended 2009 and
$8,000 for fiscal year ended 2008.





Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of our financial statements that are not
reported above were $-0- for fiscal years ended 2009 and 2008.





Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were approximately $-0- for fiscal year ended 2009 and
consisted of tax compliance services and $-0- for fiscal year ended 2008 and
consisted of tax compliance services.





All Other
Fees





There
were no other aggregate fees billed in either of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.





Our audit
committee which consists of our board of directors will evaluate and approve in
advance, the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  We do not rely on pre-approval
policies and procedures.





Item
15. Exhibits, Financial Statements and Schedules





a.  Exhibits





Exhibit
      #
            Title3.1
            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 200232.1
            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





















SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





COCONNECT,
INC.








Date:
March 3,
2010                                                                        By:/s/
Brad M. Bingham, Esq.


Brad M. Bingham, Esq.


Interim Chief Executive
Officer








In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.








Date:
March 3,
2010                                                                         By:/s/
Brad M. Bingham, Esq.


Brad M. Bingham, Esq.


Director