U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-KSB/A


Amendment
No.2







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




For the
fiscal year ended December 31,
2007





[  ]
            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. 0-18958


___________________________





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-KSB or any
amendment to this Form 10-KSB.   £





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 $389,872 based upon the
closing price of our common stock which was $0.08 on September 12,
2008.  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 145,000,000 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
September 17, 2008, there were 149,873,400 shares of our common stock were
issued and outstanding.





Documents
Incorporated by
Reference:                                                                                                None





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





Introduction: This Form 10-KSB/A for
the year ended December 31, 2007 is being filed in order to amend Section 8A.
Controls and Procedures in the original filing on Form 10-KSB for the year ended
December 31, 2007, amended and filed on July 22, 2008.








CoConnect,
Inc.





Annual
Report on Form 10-KSB/A





Table
of Contents




Part
      IItem
      1. Description of BusinessItem
      2. Description of 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. Management's Discussion and Analysis of Financial Condition
      and
              Results
      of OperationsItem
      7. Financial StatementsItem
      8. Changes in and Disagreements with Accountants on Accounting
      and
              Financial
      DisclosureItem
      8A. Controls and ProceduresItem
      8B.  Other InformationPart
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance
              with
      Section 16(b) of the Exchange ActItem
      10. Executive CompensationItem
      11. Security Ownership of Certain Beneficial Owners and
      ManagementItem
      12. Certain Relationships and Related TransactionsItem
      13. Exhibits and Reports on Form 8-KItem
      14. Principal Accountant Fees and ServicesSignatures











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.





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, 2007, 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. Baum, our interim CEO
at 2038 Corte Del Nogal, Suite 110, Carlsbad, California, 92011.





Item
3. Legal Proceedings





During
2006 the Company was involved in several lawsuits. As disclosed in our 8-K
filing with the Securities and Exchange Commission on January 23, 2007, the
Company and Heritage Communications, Inc., parties to consolidated lawsuits in
the State of Utah, Third District Court, Civ. Nos. 05-091-1718 and 05-091-2224,
agreed that all allegations about the parties made in prior filings with the
Securities and Exchange Commission and all allegations made in lawsuits between
the parties have been completely settled and resolved by all parties, and the
lawsuits have been settled with prejudice.





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





None.
















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 "CCNN" 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 reflect
inter-dealer prices, without retail markup, markdown, or commissions, and may
not necessarily represent actual transactions in the common stock.





2007
            Low
            HighFirst
      Quarter
            $.50
            .90Second
      Quarter
            .29
            .90Third
      Quarter
            .21
            1.01Fourth
      Quarter
            .05
            .20





On
September 12, 2008 the closing quotation for our common stock was $0.08 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
February 15, 2008 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.





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





During
the year ended December 31, 2007, neither the Company nor any of its affiliates
purchased any equity securities of the Company or on behalf of the
Company.




Item
6. 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 312007
            
            2006Total
      Sales
            $0
            
            $0





We had no
revenues for the year ended December 31, 2007 or for the year ended December 31,
2006.





Operating
Expenses.





Year
              Ended
      December 312007
            
            2006Operating
      Expense
            ($590,071)
            
            ($859,220)





Total
costs and expenses of $590,071 for the year ended December 31, 2007 consisted of
$415,753 in consulting expenses, $1,469 in depreciation expense, and $172,850 in
general and administrative expenses.





Total
costs and expenses of $859,220 for the year ended December 31, 2007 consisted of
$830,814 in consulting expenses, $979 in depreciation expense, and $27,427 in
general and administrative expenses.





Net Profit
(Loss).





Year
              Ended
      December 312007
            
            2006Net
      Profit (Loss)
            ($179,360)
            
            ($931,414)





For the
year ended December 31, 2007, we sustained net losses of $179,360 as compared
with net losses of $931,414 for the year ended December 31, 2006.





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, 2007, the Company had assets of $0.  There were
liabilities of $88,853 comprised of $34,040 in accounts payable and $54,813 in
notes payable. Current assets of $0 and current liabilities of $88,853, resulted
in a working capital deficiency of $88,853. The Company reported
total  stockholders' deficit of $89,040 at December 31,
2006.





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-KSB/A 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-QKB, 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-KSB/A. These forward-looking
statements represent the Company's judgment as of the date of this Form
10-KSB/A. 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
7. Financial Statements














CONTENTS











Report
      of Independent Registered Public Accounting Firm – 2007Balance
      SheetStatements
      of OperationsStatements
      of Stockholders' Equity (Deficit)Statements
      of Cash FlowsNotes
      to Financial Statements














































Pollard-Kelley
Auditing Services, Inc......................................................................


Auditing
Services                                             4500
Rockside Road, Suite 450, Independence, OH 44131 330-864-2265







Report
of Independent Registered Public Accounting Firm










CoConnect,
Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheets of CoConnect, Inc., (A Development Stage
Company) as of December 31, 2007 and 2006 and the related statements of income,
changes in stockholders’ equity, and cash flows for each of the two years in the
period ended December 31, 2007.  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
conduct our audits 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 audits provide a reasonable basis
for our opinion.





As
discussed in Note 2 the Company has not generated significant revenues or
profits to date.  This factor among others raises substantial doubt
the Company will be able to continue as a going concern.  The
Company’s continuation as a going concern depends upon its ability to generate
sufficient cash flow to conduct its operations and its ability to obtain
additional sources of capital and financing. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.  Management’s plans concerning this
matter are also discussed in Note 2.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company at December 31, 2007
and 2006, and the results of its operations and it cash flows for each of the
two years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting standards.





Pollard-Kelley
Auditing Services, Inc.





/S/ Pollard-Kelley Auditing
Services, Inc.





Independence,
Ohio


March 25,
2008








































COCONNECT, INC(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSDecember
      31,
            
            December
      31,ASSETS
            
            2007
            
            2006Current
      assetsCash
            $
            0
            
            1,025Security
      Deposits
            $
            0
            
            7,825Total
      current assets
            
            0
            
            8,850Fixed
      AssetsFurniture(net
      depreciation)
            $
            0
            
            13,711TOTAL
      ASSETS
            $
            0
            
            22,561LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
            $
            34,040
            
            55,938Accrued
      Interest Payable
            $
            0
            
            197,812Accrued
      Expenses
            $
            0
            
            2,600Advances
      Related Party
            $
            0
            
            50,000Notes
      Payable
            $
            0
            
            362,000Convertible
      Note Payable, net of discount
            $
            54,813
            
            0Total
      current liabilities
            
            88,853
            
            668,350TOTAL
      LIABILITIES
            $
            88,853
            
            668,350STOCKHOLDERS'
      EQUITYCommon
      stock, 150,000,000 shares authorized, $0.001 par value149,873,400
      and 67,407,005 shares issued and outstandingas
      of December 31, 2007 and 2006 respectively.
            $
            149,873
            
            67,407Additional
      paid-in capital
            $
            11,200,967
            
            10,547,137Deficit
      accumulated during the development stage
            $
            (11,439,693)
            
            (11,260,333)TOTAL
      STOCKHOLDERS' DEFICIT
            
            (88,852)
            
            (645,789)TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            $
            (0)
            
            22,561The
      accompanying notes are an integral part of these financial
      statements















































COCONNECT,
      INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFor
      the Year Ended
            
            For
      the Year EndedDecember
      31,
            
            December
      31,2007
            
            2006RevenuesSales
            $
            0
            $
            0Total
      revenues
            
            0
            
            0ExpensesConsulting
      Expenses
            
            415,753
            
            830,814Depreciation
            
            1,469
            
            979General
      and administrative
            
            172,850
            
            27,427Total
      operating expenses
            
            590,071
            
            859,220Loss
      from operations
            
            (590,071)
            
            (859,220)Other
      income (expense)Interest
      expense
            
            (10,871)
            
            (36,097)Loss
      on disposal of furniture
            
            (12,242)
            
            (36,097)Write-off
      accrued expense
            
            5,799Loss
      on settlementagreement
            
            (85,097)Gain
      (loss) on extinguishedliabilities
            
            513,123Total
      other income (expense)
            
            410,711
            
            (72,194)Net
      Loss before Income Tax
            
            (179,360)
            
            (46,095)Income
      Tax
            
            
            
            0NET
      LOSS
            $
            (179,360)
            $
            (931,414)Basic
      and diluted lossper
      common share
            $
            (0.00)
            $
            (0.02)Weighted
      average commonshares
      outstanding
            
            76,408,156
            
            61,325,761The
      accompanying notes are an integral part of these financial
      statements















































COCONNECT,
      INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)From
      December 31, 2004 through December 31, 2007Common
      Stock
            
            Additional
            
            Deficit
            
            TotalPar
            
            Paid-in
            
            Accumulated
            
            Stockholders'Shares
            
            Value
            
            Capital
            
            During
      Dev.
            
            Equity
      (Deficit)StageBalance,
      December 31, 2004
            15,047,755
            $
            15,048
            $
            7,717,568
            $
            (7,611,058)
            $
            121,558Issuance
      of common stock for cashat
      $1.00 per share in a private placement
            823,500
            
            823
            
            822,677
            
            —
            
            823,500Issuance
      of common stock for cashat
      $1.50 per share in a private placement
            281,000
            
            281
            
            421,219
            
            —
            
            421,500Private
      Placement stock issuance cost
            
            
            
            
            (144,445)
            
            —
            
            (144,445)Issuance
      of common stock for paymentof
      note payable at $.50 per share
            100,000
            
            100
            
            49,900
            
            —
            
            50,000Issuance
      of common stock for servicesat
      $.49 per share
            1,350,000
            
            1,350
            
            653,650
            
            —
            
            655,000Issuance
      of common stock for services
            6,013,133
            
            6,013
            
            
            
            
            
            6,013Issuance
      of common stock and in dispute
            30,000,000
            
            30,000
            
            
            
            
            
            30,000Net
      Loss for the year endedDecember
      31, 2005
            
            
            
            
            
            
            (2,753,958)
            
            (2,753,958)Balance
      December 31, 2005
            53,615,388
            
            53,615
            
            9,520,569
            
            (10,365,016)
            
            (790,832)Issuance
      of common stock toconvert
      note payable
            1,300,000
            
            1,300
            
            175,651
            
            —
            
            176,951Issuance
      of common stock toconvert
      note payable
            650,000
            
            650
            
            52,045
            
            —
            
            52,695Issuance
      of common stock insecuring
      funding
            1,464,531
            
            1,465
            
            247,505
            
            —
            
            248,970Issuance
      of common stock insecuring
      European funding
            397,011
            
            397
            
            75,035
            
            —
            
            75,432Record
      discount sale of restrictedstock
            150,000
            
            150
            
            14,850
            
            —
            
            15,000Issuance
      of common stock for services
            5,000,000
            
            5,000
            
            45,000
            
            
            
            50,000Issuance
      of common stock for services
            410,075
            
            410
            
            65,202
            
            
            
            65,612Cancelled
      common stock from prior period
            (1,500,000)
            
            (1,500)
            
            
            
            —
            
            (1,500)Issuance
      of common stock for services
            1,500,000
            
            1,500
            
            163,500
            
            —
            
            165,000Issuance
      of common stock for services
            500,000
            
            500
            
            54,500
            
            —
            
            55,000Issuance
      of common stock for services
            1,420,000
            
            1,420
            
            48,280
            
            —
            
            49,700Issuance
      of common stock for services
            2,500,000
            
            2,500
            
            85,000
            
            —
            
            87,500Net
      Loss for the year endedDecember
      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 forcompensation
      F. Ferguson
            10,000,000
            
            10,000
            
            290,000
            
            —
            
            300,000Cancelled
      common stock from prior period
            (1,500,000)
            
            (1,500)
            
            1,500
            
            
            
            0Issuance
      of common stock for services
            5,500,000
            
            5,500
            
            159,500
            
            —
            
            165,000Issuance
      of common stock for servicesand
      settlement of debt
            250,000
            
            250
            
            7,250
            
            —
            
            7,500Issuance
      of common stock for services
            1,750,000
            
            1,750
            
            50,750
            
            —
            
            52,500Cancelled
      common stock
            (14,000,000)
            
            (14,000)
            
            14,000
            
            
            
            0Issuance
      of 1:20 reverse stock split
            (65,933,567)
            
            (65,934)
            
            65,934
            
            
            
            0Cancelled
      common stock
            (38)
            
            (0)
            
            (0)
            
            —
            
            (0)Issuance
      of common stock forconversion
      of note
            37,500,000
            
            37,500
            
            (9,500)
            
            —
            
            28,000Issuance
      of common stock forconversion
      of note
            37,500,000
            
            37,500
            
            (9,500)
            
            —
            
            28,000Issuance
      of common stock forstock
      purchase agreement
            70,000,000
            
            70,000
            
            85,096
            
            —
            
            155,096Issuance
      of common stock forsettlement
      in sale
            1,200,000
            
            1,200
            
            (1,200)
            
            —
            
            0Issuance
      of common stock forsettlement
      in sale
            200,000
            
            200
            
            
            
            —
            
            200Net
      Loss for the year endedDecember
      31, 2007
            —
            
            —
            
            —
            
            (179,360)
            
            (179,360)Balance
      December 31, 2007
            149,873,400
            
            149,873
            
            11,200,967
            
            (11,439,693)
            
            (88,852)The
      accompanying notes are an integral part of these financial
      statements





























COCONNECT,
      INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSDecember
      31,
            
            December
      31,2007
            
            2006CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $
            (179,360)
            $
            (859,220)Adjustments
      to reconcile net loss to netcash
      used in operating activities:Stock
      issued for services
            
            525,200
            
            781,539Notes
      issued for services
            
            54,813Depreciation
            
            1,469Gain
      on extinguished debt
            
            (513,123)Disposal
      of furniture
            
            12,242Gain
      on settlement agreement
            
            85,097Changes
      in operating assets and liabilities:Security
      Deposits
            
            7,825
            
            1,000Accounts
      payable
            
            1,500
            
            11,687Accrued
      expenses and interest
            
            3,311
            
            30,710NET
      CASH USED IN OPERATING ACTIVITIES
            
            (1,025)
            
            (34,284)CASH
      FLOWS FROM INVESTING ACTIVITIESPurchased
      Furniture
            
            0
            
            (14,691)NET
      CASH USED IN INVESTING ACTIVITIES
            
            0
            
            (14,691)CASH
      FLOWS FROM FINANCING ACTIVITIESSettlement
      payment
            
            (155,096)
            
            0Common
      stock issued for cash
            
            155,096
            
            0Payments
      on Notes Payable - Related Parties
            
            0
            
            50,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            0
            
            50,000NET
      CHANGE IN CASH
            
            (1,025)
            
            1,025CASH
      BALANCESBeginning
      of period
            
            1,025
            
            0End
      of period
            $
            0
            $
            1,025SUPPLEMENTAL
      DISCLOSURE:Interest
      paid
            $
            0
            $
            —Income
      taxes paid
            
            —
            
            —NON-CASH
      ACTIVITIES:Debt
      converted to common stock
            $
            57,000
            $
            229,646Issued
      stock for services rendered
            
            525,000
            
            795,714Stock
      issued in satisfaction of debt
            
            200
            
            0The
      accompanying notes are an integral part of these financial
      statements

























COCONNECT,
INC.


Notes
to the Financial Statements


December
31, 2007





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, 2007 the company had convertible notes payable of $55,000 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 under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, using the
liability method.  The estimated future tax effect of differences between
the basis in assets and liabilities for tax and accounting purposes is accounted
for as deferred taxes.  In accordance with the provisions of SFAS No. 109,
a valuation allowance would be established to reduce deferred tax assets if it
were more likely than not that all or some portion of such deferred tax assets
would not be realized.  A full allowance against deferred tax assets was
provided as of December 31, 2007.





At
December 31, 2007, the Company had net operating loss carryforwards of
approximately $11,438,380 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
      31,2007
            2006Operating
      loss carryforwards
            $
            3,889,496
            3,841,356Valuation
      allowance
            
            (3,889,496)
            (3,841,356)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 Financial Accounting Standards No. 128, “Earnings per Share,”
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 $55,000 in convertible bonds currently outstanding, which are convertible
into common stock at the lesser of $0.01 or 50% of the average of the three
lowest closing bid prices during the preceding thirty trading days, 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.





December
      31,2007
            
            2006Numerator
      – (loss)
            $
            (179,360)
            $
            (895,317
      )Denominator
      – weighted averagenumber
      of shares outstanding
            
            76,408,156
            
            61,325,761Loss
      per share
            $
            (0.00)
            $
            (0.01)





h.           Recent Accounting
Pronouncements





On
April 14, 2005, the Securities and Exchange Commission issued an announcement
amending the compliance dates for the FASB's SFAS 123R that addresses accounting
for equity based compensation arrangements. Under SFAS 123R registrants would
have been required to implement the standard as of the beginning of the first
interim or annual period that begins after June 15, 2005. The Commission's new
rule will allow companies to implement SFAS 123R at the beginning of the next
fiscal year after June 15, 2005. The Company adopted SFAS 123R in the first
quarter2006.





In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections—a
replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS No. 154").
This Statement replaces APB Opinion No. 20, "Accounting Changes" and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements,"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. SFAS No. 154 applies to all voluntary changes in an
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. SFAS No. 154 is
effective for accounting changes and error corrections occurring in fiscal years
beginning after December 15, 2005.





SFAS No.
155, "Accounting for Certain Hybrid Financial Instruments-an Amendment of FASB
Statements No. 133 and 140" - In February 2006, the Financial Accounting
Standards Board (the "FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 155, "Accounting for Certain Hybrid Financial Instruments-an
Amendment of FASB Statements No. 133 and 140" ("SFAS 155") to simplify and make
more consistent the accounting for certain financial instruments. Namely, SFAS
155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" to permit fair value re-measurement for any hybrid financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis. SFAS
155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of
Long-Lived Assets" to allow for a qualifying special-purpose entity to hold a
derivative financial instrument that relates to a beneficial interest other than
another derivative financial instrument.





SFAS 155
applies to all financial instruments acquired or issued after the beginning of
an entity's first fiscal year that begins after September 15, 2006, with earlier
application permitted. Accordingly, the Company will adopt SFAS 155 as of
January 1, 2007. The adoption of SFAS 155 is not expected to have any effect on
the Company's financial position or results of operations.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets—an Amendment of FASB Statement No. 140” (“SFAS No. 156”).  SFAS
No. 156 provides guidance on the accounting for servicing assets and liabilities
when an entity undertakes an obligation to service a financial asset by entering
into a servicing contract.  This statement is effective for all
transactions in fiscal years beginning after September 15, 2006.  We
do not expect that the adoption of SFAS will have a material impact on the
financial conditions or results of operations.





In July
2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the
recognition threshold and measurement of a tax position taken on a tax return.
FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48
also requires expanded disclosure with respect to the uncertainty in income
taxes. We are currently evaluating the requirements of FIN 48 and the impact
this interpretation may have on our financial statements.





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
157"), which applies whenever other standards require (or permit) assets or
liabilities to be measured at fair value. SFAS 157 established a fair value
hierarchy that prioritizes the information used to develop the assumption that
market participants would use when pricing an asset or liability. SFAS 157 is
effective for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years. We are currently evaluating the impact of adopting
SFAS 157 on our financial position, cash flows, and results of
operations





In
September 2006, the FASB issued SFAS No. 158 ("SFAS 158"), "Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment of
FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires a company to
recognize the over-funded or under-funded status of its defined benefit
postretirement plans (other than a multiemployer plan), measured as of the
company's year end, as assets or liabilities in its statement of financial
position and to recognize changes in that funded status, net of tax, in the year
in which the changes occur through comprehensive income. SFAS 158 requires that
the projected benefit obligation be used to measure unfunded liabilities instead
of the accumulated benefit obligation for defined benefit plans. Also, companies
are required to measure the unfunded liability for retiree medical plans using
the accumulated postretirement benefit obligation while in the past there were
no minimum liability requirements. SFAS 158 is effective for all fiscal years
ending after December 15, 2006 and is required to be adopted in our financial
statements for the fiscal year ending December 31, 2006. We have not yet
completed our analysis of the effects of this statement on our Statements of
Operations or financial position.





Note 3 -Financial
Instruments





Statement
of Financial Accounting Standards No. 107 (SFAS 107), “Disclosures about Fair
Value of Financial Instruments” requires disclosure of the fair value of
financial instruments held by the Company.  SFAS 107 defines the fair value
of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties.  The following
methods and assumptions were used to estimate fair value:





The
carrying amount of cash equivalents, accounts payable, and accrued expenses
approximate fair value due to their short-term nature.





Note 4-Commitments and
Contingencies





Lawsuits





In
January 2007, the Company and Heritage Communications, Inc., parties to
consolidated lawsuits in the State of Utah, Third District Court, Civ. Nos.
05-091-1718 and 05-091-2224, have agreed that all allegations about the parties
made in prior filings with the Securities and Exchange Commission and all
allegations made in lawsuits between the parties have been completely settled
and resolved by all parties, and the lawsuits have been settled with
prejudice.  Included in the settlement was a note issued to a previous
noteholder for $137,000 plus accrued interest.  However, this
liability was not removed from the books until a resolution of claims was signed
specifically releasing this claim in the 4th quarter
of the year ended 2007.




Note 5
-                     Statute of
Limitations





On May
21, 1997 the Company issued a note for the amount of $100,000.  An
additional note was issued for $75,000 on March 31, 1998 to the same
noteholder.  Statute of Limitations in the state of Utah for contracts
and writings is six years.  Therefore, any claim against the company
relating to these notes would be barred by the Utah Statute of
Limitations.  As a result, the company removed the notes from its
books and accrued interest.





Note
6
-                     0% Convertible
Debenture





A $55,000
0% convertible debenture was issued on October 25, 2007.  The note is
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.  The note is
convertible into common stock at $0.09.  This note was issued to serve
as a compensation for consulting services provided and to be provided by a third
party.  As of December 31, 2007 this note was in default due to the
non-payment of the required principal payment in excess of $20,000 for more than
twenty days after the due date.





Debt
issue with the variable conversion features are considered to be embedded
derivatives and are accountable in accordance with FASB 133; Accounting for Derivative
Instruments and Hedging Activities.  The fair value of the
embedded derivative is recorded to derivative liability.  This
liability is required to be marked each reporting period.  The
resulting discount on the debt is amortized to interest expense over the life of
the related debt.  The embedded derivatives issued with the
convertible notes payable had no value at date of issuance on October 25, 2007
and at December 31, 2007.




Note 7 -
Resolution Of Debt





On
February 16th, 2007 a
consultant was issued 250,000 shares of stock in exchange of services and
cancellation of debt owed to him.  The debt however, remained on the
books until December 20th, 2007,
when the consultant signed a statement specifically releasing all debts owed to
him from the Company.  Included in this resolution was an advancement
made by the consultant to the Company for $50,000.  As a result, the
company recorded miscellaneous income of $50,000 for previous amounts owed to
the consultant.





Note 8 – Settlement
Agreement





On
November 2nd, 2007
the Company entered into a stock sale agreement, whereby the company issued
70,000,000 shares for a purchase price of $155,096.  The proceeds of
the stock sale were used to settle outstanding debt and were paid directly to
the Company’s transfer agent, the State of Utah and to several
creditors.





Note
9-                     Equity
Transactions





During
February, 2006, the Company issued 1,300,000 with fair market value of
 176,951 to settle a note payable.





During
April,  2006, the Company issued 650,000 with fair market value of 176,951
to settle a note payable.





During
April of 2006, the Company issued 1,464,531 shares of its common stock at market
price of $.17 for services.





During
April of 2006, the Company issued 397,011 shares of its common stock at market
price of $.19 for services.





During
April of 2006, the Company sold 150,000 shares of its common stock at a
discounted price of $.10 for cash.





During
May of 2006, the Company issued 5,000,000 shares of its common stock at market
price of $.01 for services.





During
May of 2006, the Company issued 410,075 shares of its common stock at market
price of $.16 for services.





During
August of 2006, the Company canceled 1,500,000 shares of its common stock issued
in a prior period.





During
August of 2006, the Company issued 1,500,000 shares of its common stock at
market price of $.11 for services.





During
August of  2006, the Company issued 500,000 shares of its common stock at
market price of $.11 for services.





During
November of  2006, the Company issued 1,420,000 shares of its common stock
at market price of $.035 for services.





During
November of  2006, the Company issued 2,500,000 shares of its common stock
at market price of $.035 for services.





During
January of 2007, the Company issued 10,000,000 shares of its common stock for
compensation.





During
February, 2007, the Company cancelled 1,500,000 shares of its common
stock.





During
February, 2007, the Company issued 5,500,00 shares of its common stock at market
price of $.03 for services.





During
February, 2007, the Company issued 250,00 shares of its common stock at market
price of $.03 for services and settlement of debt.





During
February, 2007, the Company issued 1,750,00 shares of its common stock at market
price of $.03 for services.





During
July of 2007, the Company canceled 14,000,000 shares of its common stock as part
of a settlement agreement.





During
July of 2007, the Company issued a 1 for 20 reverse stock split of its issued
common stock.





During
July of 2007, the Company canceled 38 shares of its common stock due to DTC
rounding of fractional shares.





During
September of 2007, the Company issued 37,500,000 shares of its common stock
to satisfy a convertible note.





During
September of 2007, the Company issued 37,500,000 shares of its common stock
to satisfy a convertible note.





During
November of 2007, the Company issued 70,000,000 shares of its common stock in a
stock purchase agreement.





During
November of 2007, the Company issued 1,200,000 shares of its common stock as
part of a settlement agreement.





During
November of 2007, the Company issued 200,000 shares of its common stock as part
of a settlement agreement.





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





In
January 2005, the Company engaged Chisholm, Bierwolf & Nilson, LLC,
Certified Public Accountants, as its independent registered accountants to audit
its financial statements for the years ended December 31, 2002, 2003 and 2004.
No services were rendered by other independent accountants during these
years.





In April,
2006, Chisholm, Bierwolf & Nilson, LLC terminated its services for the
Company due to a disagreement in the accounting treatment of assets and
liabilities associated with the pending Heritage litigation and due to the
filing of the quarterly report for the period ended September 30, 2005 without
auditor review.





In April,
2006, the Company engaged Pollard-Kelley Auditing Services, Inc. as its
independent registered public accounting firm to audit its financial statements
for the year ended December 31, 2005. Pollard-Kelley reviewed the quarterly
report for the period ended September 30, 2006 and determined that there were no
material defects that would require an amended filing for the
quarter.





















Item
8A(T).  Management’s Report on Internal Control Over Financial
Reporting.





(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-KSB/A. 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-KSB/A 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.





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,
2007. 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, 2007, the Company’s internal control over financial reporting
was effective based on the COSO criteria, with the exception of the following
material weakness listed below.





In
addition, due to the untimely filing of management’s assessment of internal
controls over financial reporting in the original  Form 10-KSB for the
year ending December 31, 2007, the Company believes their disclosure control
procedures are ineffective as well. 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,
2008.





Material
Weaknesses Identified





In
connection with the preparation of our financial statements for the year ended
December 31, 2007, certain significant deficiencies in internal control became
evident to management that, in the aggregate, represent material weaknesses,
including,





Insufficient
segregation of duties in our finance and accounting functions due to limited
personnel.  During the year ended December 31, 2007, 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.





Plan
for Remediation of Material Weaknesses





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 year-end 2008 assessment
of the effectiveness of our internal control over financial
reporting.





(B) Changes in internal
controls





Other
than the matter discussed above, during the period covered by this report, there
were no significant changes in the Company's internal controls over financial
reporting that have materially affected or are reasonably likely to materially
affect the Company's internal controls over financial reporting.





Item
8B. Other Information.





Failed Plan of
Merger





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.





On
October 30, 2007, the Company entered into a release and indemnity agreement
with Mssrs. Ferguson and Black whereby they extinguished and released all claims
against the company for a total settlement amount of $2,000.





Changes in
Management





On
September 24, 2007, pursuant to a Special Meeting of the Company’s Shareholders,
Mr. Robert Thele was released from his position as Chairman of the Board and Mr.
Dean Becker was released from his positions as Director and Secretary of the
Company. Mr. Richard Ferguson was elected to fill the position of Chairman of
the Board in addition to maintaining his existing positions as President and
Chief Executive Officer. Mr. William Fischer was elected to fill the vacant
Director position on the Board of Directors. Mr. Brad Crawford was elected to
fill the positions of Secretary and Director vacated by Mr. Becker.





On
November 1, 2007, the Company received resignations from Mssrs. Ferguson,
Fischer and Crawford from all positions as Directors and Officers of the
Company. Concurrently with the resignations, the Company’s Board of Directors
appointed Mr. Mark L. Baum, Esq. to the positions of Director, President, Chief
Executive Officer and Secretary of the Company.





Additional
Events





On
October 25, 2007, the Company issued a Zero Interest Convertible Promissory Note
in the amount of $55,000 (the "Convertible Note”) to Richard Ferguson as a
settlement for services provided to the Company. The Convertible Note is
convertible into common stock at $0.09.




























PART
III





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





Directors and Executive
Officers.





As of February 15, 2008, our executive
officers and directors, the positions held by them, and their ages are as
follows:





Name                                                      Age                      Position





Mark L.
Baum                                           35                       
 Director, President, Chief Executive Officer, Chief


Financial
Officer and Secretary





Mark
L. Baum, Esq., Interim Director, President, Chief Executive Officer, Chief
Financial Officer and Secretary





Mr. Baum
is our sole officer and director. In 2002, Mr. Baum founded Business Consulting
Group Unlimited, Inc., a Southern California-based merchant banking firm. Mr.
Baum is a licensed attorney in the State of California Mr. Baum has more than 11
years experience in creating, financing and growing development stage
enterprises in a variety of industries. Mr. Baum has participated in numerous
public spin-offs, venture fundings, private-to-public mergers, corporate
restructurings, asset acquisitions and asset divestitures.





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, 2007, 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
10. 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, 2007 and 2006.





Annual
      Compensation
            
            Long-Term
      CompensationCommon
      SharesUnderlying
            
            AllRestricted
            
            Options
            
            OtherOther
      Annual
            
            Stock
            
            Granted
            
            CompenName
      and Position
            
            Year
            
            Salary
            
            Bonus
            
            Compensation
            
            Awards
      ($)
            
            (#
      Shares)
            
            -sationMark
      L. Baum
            
            2007
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chairman,
      President,
            
            2006
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chief
      Executive OfficerChief
      Financial Officerand
      SecretaryRobert
      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





Option/SAR
Grants in Fiscal Year 2007





None.





Item
11. 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 September 15, 2008 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.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities, subject to community property laws, where applicable. The
percentage of beneficial ownership is based on a total of 149,873,400 shares of
common stock outstanding as of September 15, 2008.





Name And Address
            Number
      Of Shares Beneficially
      Owned
            Percentage OwnedMark
      L. Baum(1)
            0
            0Black
      Forest International, LLC(2)(3)
            145,000,000All
      directors, officers and 5% shareholders as a group





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





(2)           WSITE
International Foundation is the beneficial owner of, and has dispositive and
voting power over 50% of the 22,373,635 Common Shares and 5,000,000 Series A
Preferred Shares of VisiTrade, Inc. held by Black Forest International, LLC. The
address is Suite 1-A #5, Calle Eusebio A. Morales, El Cangrejo, Panama City,
Panama.





(3)           Fundacion
De Las Mercedes is the beneficial owner of, and has dispositive and voting power
over  50% of the 22,373,635 shares of VisiTrade, Inc. held by Black
Forest International, LLC. The address is Suite 1-A #5, Calle Eusebio A.
Morales, El Cangrejo, Panama City, Panama.








Item
12. Certain Relationships and Related Transactions.





None.





Item
13. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.





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





b.  Reports
on Form 8-K





Date
            Form
            Items
      Reported01/23/07
            8-K
            8.0107/11/07
            8-K
            8.0108/10/07
            8-K
            1.01,
      9.0109/24/07
            8-K
            1.01,
      9.0110/31/07
            8-K
            5.02





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-QSB reports and
services normally provided by the accountant in connection with statutory and
regulatory filings or engagements were $8,000 for fiscal year ended 2007 and
$14,000 for fiscal year ended 2006.





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 2007 and 2006.





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 2007 and
consisted of tax compliance services and $-0- for fiscal year ended 2006 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.
































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:
September 17,
2008                                                                   By:/s/
Mark L. Baum


Mark L. Baum


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:
September 17,
2008                                                                   By:/s/
Mark L. Baum


Mark L.
Baum


Interim
Director, Chief Executive Officer, Chief Financial Officer and
Secretary