U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-Q








[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended March 31, 2010





[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from ___________ to _____________








Commission
File Number: 000-29735





COCONNECT,
INC.





Nevada
            
            
            
            63-1205304(State
      or other jurisdiction
            
            
            
            (IRS
      Employerof
      Incorporation)
            
            
            
            Identification
      Number)2038
      Corte del Nogal, Suite 110Carlsbad,
      California 92011(Address
      of principal executive offices)760-804-8844(Issuer’s
      Telephone Number)








Indicate
by check mark whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 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 X     No
___





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.





Large
accelerated filer ___        Accelerated
filer
___             Non-accelerated
filer
___            Smaller
reporting company X





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of
securities under a plan confirmed by a court. Yes ___  No
____





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





323,483
common shares outstanding, $0.001 par value, as of May 20, 2010


























PART
I








ITEM 1. FINANCIAL STATEMENTS








Report of
Independent Registered Public Accounting Firm





To the
Board of Directors of


CoConnect,
Inc.





We have
reviewed the accompanying condensed balance sheets of Coconnect, Inc. as of
March 31, 2010, and the related condensed statements of operations, and cash
flows for the three months ended March 31, 2010. These condensed financial
statements are the responsibility of the Company’s management.





We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit
conducted in accordance with the standards of the Public Company Accounting
Oversight Board, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.





Based on
our review, we are not aware of any material modifications that should be made
to the condensed financial statements referred to above for them to be in
conformity with U.S. generally accepted accounting principles.





The
accompanying condensed financial statements have been prepared assuming that the
Company will continue as a going concern.  Because of the Company’s
current status and limited operations there is substantial doubt about its
ability to continue as a going concern.  Management’s plans in regard
to its current status are also described in the Notes to condensed financial
statements.  The condensed financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








/s/ Chang G.
Park__


Chang G.
Park, CPA





May 20,
2010


San
Diego, California












































COCONNECT, INCCONDENSED BALANCE SHEETSMarch
      31,
            
            December
      31,2010
            
            2009(unaudited)ASSETSCurrent
      assetsCash
            $
            361
            $
            3,565Prepaid
      Expenses
            
            113,125
            
            158,375Other
      receivable - related party
            
            -
            
            2,643Total
      current assets
            
            113,486
            
            164,583TOTAL
      ASSETS
            $
            113,486
            $
            164,583LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            $
            39,400
            $
            35,373Related
      party payable
            
            30,000
            
            196,000Convertible
      notes payable, related party - default
            
            271,742
            
            86,684Total
      current liabilities
            
            341,142
            
            318,057TOTAL
      LIABILITIES
            
            341,142
            
            318,057STOCKHOLDERS'
      DEFICITPreferred
      stock, 1,000,000 shares authorized, $0.001 par value100,000
      and 0 shares issued and outstandingas
      of March 31, 2010 and December 31, 2009 respectively.
            
            100
            
            -Common
      stock, 4,999,000,000 shares authorized, $0.001 par value323,483
      shares outstandingas
      of March 31, 2010 and December 31, 2009 respectively.
            
            323
            
            323Additional
      paid-in capital
            
            11,425,517
            
            11,425,517Subscription
      receivable
            
            (70,000)
            
            (70,000)Deficit
      accumulated
            
            (11,583,596)
            
            (11,509,314)TOTAL
      STOCKHOLDERS' DEFICIT
            
            (227,656)
            
            (153,474)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
            113,486
            $
            164,583The
      accompanying notes are an integral part of these financial
      statements


























COCONNECT, INCCONDENSED  STATEMENTS OF OPERATIONS
      (UNAUDITED)For
      the three months endedMarch
      31,2010
            
            2009RevenuesSales
            $
            -
            $
            -Total
      revenues
            
            -
            
            -ExpensesProfessional
      Fees
            
            4,000
            
            5,000General
      and administrative
            
            66,225
            
            2,849Total
      operating expenses
            
            70,225
            
            7,849Loss
      from operations
            $
            (70,225)
            $
            (7,849)Other
      income (expense)Interest
      expense
            
            (4,057)
            
            -Total
      other income (expense)
            
            (4,057)
            
            -Net
      Loss before Income Tax
            
            (74,282)
            
            (7,849)Income
      Tax
            
            -
            
            -NET
      LOSS
            $
            (74,282)
            $
            (7,849)Basic
      and diluted lossper
      common share
            $
            (0.23)
            $
            (0.06)Weighted
      average commonshares
      outstanding
            
            323,483
            
            133,915The
      accompanying notes are an integral part of these financial
      statements











































COCONNECT, INCCONDENSED STATEMENTS OF CASH FLOWS
      (UNAUDITED)For
      the three months endedMarch
      31,2010
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $
            (74,282)
            $
            (7,849)Preferred
      stock issued for service
            
            100
            
            -Changes
      in operating assets and liabilities:Other
      receivable increase
            
            2,643
            
            -Prepaid
      expense increase
            
            45,250
            
            -Accounts
      payable increase
            
            19,027
            
            7,849Accrued
      expenses and interest increase
            
            4,058
            
            -NET
      CASH USED IN OPERATING ACTIVITIES
            $
            (3,204)
            $
            -CASH
      FLOWS FROM INVESTING ACTIVITIESNET
      CASH USED IN INVESTING ACTIVITIES
            $
            -
            $
            -CASH
      FLOWS FROM FINANCING ACTIVITIES-
            
            -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            $
            -
            $
            -NET
      CHANGE IN CASH
            
            (3,204)
            
            -CASH
      BALANCESBeginning
      of period
            
            3,565
            
            -End
      of period
            $
            361
            $
            -SUPPLEMENTAL
      DISCLOSURE:Interest
      paid
            $
            -
            $
            -Income
      taxes paid
            $
            -
            $
            -NON-CASH
      ACTIVITIESConvertible
      notes issued as a debt settlement
            $
            181,000
            $
            -The
      accompanying notes are an integral part of these financial
      statements



































COCONNECT,
INC.


Notes
to the Condensed Financial Statements


As
of March 31, 2010


(Unaudited)








GENERAL





The
accompanying interim unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months period ended March 31, 2010 is
not necessarily indicative of the results that may be expected for the year
ending December 31, 2010. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-K Report for the fiscal
year ended December 31, 2009





UNAUDITED
INFORMATION





The
information furnished herein was taken from the books and records of the Company
without audit.  However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented.  The information presented is
not necessarily indicative of the results from operations expected for the full
fiscal year.





RELATED
PARTY TRANSACTIONS, ADVISORY SERVICES AGREEMENT - CONVERTIBLE NOTE





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.





On
November 15, 2009 the Company entered into an Advisory Services Agreement (the
“NFM Agreement”) with Noctua Fund Manager, LLC (“NFM”). Pursuant to the terms of
the NFM Agreement, on March 15, 2010, the Company issued NFM a secured
convertible promissory note in the principal amount of $181,000 (the “NFM
Note”). Pursuant to the terms of the NFM Agreement and the NFM Note,
concurrently with the issuance of the NFM Note, the Company entered into an
escrow agreement (the “NFM Escrow Agreement”) whereby 54,300,000 shares of the
Company’s common stock were to be issued into escrow for the potential
conversion of the NFM Note. In addition, the Company was required to designate
and issue 100,000 shares, $0.001 par value, of Series Preferred A Stock to NFM.
At the time of the note agreement date, there was no determinable stock price
and limited trading activity, therefore there is no beneficial conversion
feature that applies to this debenture.





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 March 31, 2010, the Company had unpaid management fee
$30,000.





Mark L.
Baum, Esq., the Company’s former president, is also a managing member of Noctua
Fund Manager, LLC.





PREFERRED
STOCK





Pursuant
to the terms of the NFM Agreement, 100,000 shares of Preferred Series A stock
were to be issued to NFM on March 15, 2010.





The
designation of the Series A Preferred Stock provided for certain rights, powers
and privileges given to the holder of shares of such Series A Preferred Stock
including: (i) voting preference rights whereby the holder of such shares
maintains a number of votes determined by multiplying (a) the number of shares
of Series A Preferred Stock held by such holder, (b) the number of issued and
outstanding shares of the Corporation’s Series A Preferred Stock, any other
series of Preferred Stock and Common Stock on a fully diluted basis as of the
record date for the vote, or, if no such record date is established, as of the
date such vote is taken or any written consent of stockholders is solicited, and
(c) 0.00001; and (ii) a liquidation right of $1.25 per share of Series A
Preferred Stock and senior to all other common shareholders.





Preferred
stock, $0.001 par value: 1,000,000 shares authorized. 100,000 shares issued and
outstanding





COMMON
STOCK





During
March 2010, pursuant to the terms of the NFM Agreement, 54,300,000 shares of
common stock were to be issued into escrow.  The shares are to be held
in the Company’s name for the benefit of NFM.





Common
stock, $0.001 par value: 4,999,000,000 shares authorized. 54,623,483 shares
issued and 323,483 shares outstanding





GOING
CONCERN





The
accompanying condensed 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 March 31, 2010 the company had convertible notes
payable of $89,836 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.





SUBSEQUENT
EVENTS





The
Company has evaluated subsequent events through the date the condensed financial
statements were issued and filed with the Securities and Exchange
Commission.  The Company has determined that there were no such events
that warrant disclosure or recognition in the financial statements.































ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS





FORWARD-LOOKING
STATEMENTS





This
discussion and analysis in this Quarterly Report on Form 10-Q should be read in
conjunction with the accompanying Condensed Financial Statements and related
notes. Our discussion and analysis of our financial condition and results of
operations are based upon our condensed financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of any contingent liabilities at the
financial statement date and reported amounts of revenue and expenses during the
reporting period. We review our estimates and assumptions on an on-going basis.
Our estimates are based on our historical experience and other assumptions that
we believe to be reasonable under the circumstances. Actual results are likely
to differ from those estimates under different assumptions or conditions, but we
do not believe such differences will materially affect our financial position or
results of operations. Our critical accounting policies, the policies we believe
are most important to the presentation of our financial statements and require
the most difficult, subjective and complex judgments, are outlined below in
‘‘Critical Accounting Policies,’’ and have not changed
significantly.





In
addition, certain statements made in this report may constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve known or unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Specifically, but not limited to, 1) our ability to obtain
necessary regulatory approvals for our products; and 2) our ability to
increase revenues and operating income, is dependent upon our ability to develop
and sell our products, general economic conditions, and other factors. You can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continues" or the negative of these terms or other
comparable terminology. We base these forward-looking statements on our
expectations and projections about future events, which we derive from the
information currently available to us.  Such forward-looking
statements relate to future events or our future performance. Although we
believe that the expectations reflected-in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Forward-looking statements are only
predictions.  The forward-looking events discussed in this Quarterly
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.  The forward-looking statements
speak only as of the date hereof, and we expressly disclaim any obligation to
publicly release the results of any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
filing.





OVERVIEW AND PLAN OF OPERATION





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.




RECENT DEVELOPMENTS





As
disclosed on February 17, 2010 in our Form 8-K filed with the United States
Securities and Exchange Commission (the “SEC”) EDGAR filing system, on or about
November 15, 2009 the Company entered into an Advisory Services Agreement (the
“NFM Agreement”) with Noctua Fund Manager, LLC (“NFM”). Pursuant to the terms of
the NFM Agreement, on March 15, 2010, the Company issued NFM a secured
convertible promissory note in the principal amount of $181,000 (the “NFM
Note”). Pursuant to the terms of the NFM Agreement and the NFM Note,
concurrently with the issuance of the NFM Note, the Company entered into an
escrow agreement (the “NFM Escrow Agreement”) whereby 54,300,000 shares of the
Company’s common stock were to be issued into escrow for the potential
conversion of the NFM Note. In addition, the Company was required to designate
and issue 100,000 shares of Series Preferred A Stock to NFM. A copy of the NFM
Note and NFM Escrow Agreement have been attached hereto and incorporated herein
and a copy of the NFM Agreement has been attached to our Form 8-K filed on
February 15, 2010 and may be obtained from the SEC’s EDGAR archives at
http://www.sec.gov/index.htm and is incorporated herein by
reference.





As
disclosed in out 10-K for the period ending December 31, 2009, 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
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 and are incorporated
herein by reference.





Following such approval, on May 5,
2010, the Company amended its Articles of Incorporation increasing the Company’s
authorized stock to 5,000,000,000 shares of common stock and, as described
above, designating and issuing the Series A Preferred Stock to NFM. The shares
are held in the Company’s name for the benefit of NFM pursuant to the terms of
the NFM Escrow Agreement. A copy of the Certificate of Amendment
to the Articles of Incorporation designating the Series A Preferred Stock has
been attached hereto and incorporated herein.





RESULTS OF OPERATIONS





Revenues





Three
      months
              ended
      March 312010
            
            2009Total
      Sales
            $0
            
            $0





We had no
revenues for the three months ending March 31, 2010 or for the three months
ending March 31, 2009.





Operating
Expenses





Three
      months
              ended
      March 312010
            
            2009Operating
      Expense
            $
      70,225
            
            $
      7,849





Total
costs and expenses of $70,225 for the three months ending March 31, 2010
consisted of $60,250 in consulting fees, and $4,000 in professional fees and
$5,975 in other general and administrative expenses. Total costs and expenses of
$7,849 for the three months ending March 31, 2009 consisted of $5,000 in
professional fees and $2.849 in consulting and other general and administrative
expenses.





Net Profit
(Loss)





Three
      months
              ended
      March 312010
            
            2009Net
      Profit (Loss)
            ($74,282)
            
            ($7,849)





For the
three months ended March 31, 2010, we sustained net losses of $74,282 as
compared with net losses of $7,849 for the three months ended March 31,
2009.





For the
current fiscal year, the Company anticipates incurring a loss as a result of
legal and accounting expenses, and consulting expenses associated with locating
and evaluating acquisition candidates. The Company anticipates that until a
business combination is completed with an acquisition candidate, it will not
generate substantial revenues, and may continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.





LIQUIDITY AND CAPITAL RESOURCES





At March
31, 2010, the Company had total assets of $113,486 and total liabilities of
$341,142, resulting in a working capital deficiency of $227,656. The Company had
a stockholders' deficit of $227,656 at March 31, 2010.





NEED FOR ADDITIONAL FINANCING





Additional
funding will be required in order for the company to survive as a going concern
and to finance growth and to achieve our strategic objectives. Management is
actively pursuing additional sources of funding. If we do not raise sufficient
funds in the future, we may not be able to fund expansion, take advantage of
future opportunities, meet our existing debt obligations or respond to
unanticipated requirements. Financing transactions in the future may include the
issuance of equity or debt securities, obtaining credit facilities, or other
financing mechanisms.





The
amount and timing of our future capital requirements will depend upon many
factors, including the level of funding received from possible future private
placements of our common stock and the level of funding obtained through other
financing sources, and the timing of such funding.





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.





GOING CONCERN





The
accompanying financial statements have been prepared assuming we will continue
as a going concern.  We have had substantial operating losses for the
past years and are dependent upon outside financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management’s plan to raise necessary funds
from shareholders to satisfy the expense requirements of the
Company.





OFF-BALANCE SHEET FINANCINGS





None.





GOVERNMENTAL REGULATIONS





None.





RESEARCH AND DEVELOPMENT





None.





EMPLOYEES





As of
March 31, 2010, we had no full time employees.


ITEM
3.QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




None.





ITEM
4.  CONTROLS AND PROCEDURES





As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as March 31, 2010, being the date of our
most recently completed fiscal quarter. This evaluation was carried out under
the supervision and with the participation of our Chief Executive and Chief
Financial Officer. Based upon that evaluation, our Chief Executive and Chief
Financial Officer have concluded that our disclosure controls and procedures are
not effective to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized, and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms, and that such information is accumulated and communicated to them to
allow timely decisions regarding required disclosure.  Such reasons
for ineffectiveness were described in the Company’s Form 10-K, and subsequent
amendments, for the period ending December 31, 2009.





During
our most recently completed fiscal quarter ended March 31, 2010, there were no
changes in our internal control over financial reporting that have materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





We
currently do not have an audit committee, or a person serving on our Board of
Directors who would qualify as a financial expert.





















PART
II





ITEM
1. LEGAL
PROCEEDINGS





None.





ITEM
1A. RISK
FACTORS





Not
Applicable.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS





As
disclosed above, in connection with the NFM Agreement and NFM Escrow Agreement,
the Company issued 54,300,000 shares of the Company’s common stock into escrow
for the potential conversion of the NFM Note. The shares are held in the
Company’s name for the benefit of NFM pursuant to the terms of the NFM Escrow
Agreement. In addition, the Company was required to designate and issue 100,000
shares of Series Preferred A Stock to NFM. On May 5, 2010, the Company amended
its Articles of Incorporation designating and issuing the Series A Preferred
Stock to NFM.





ITEM
3. DEFAULT UPON SENIOR
SECURITIES





As
disclosed in CoConnect, Inc.’s (the “Company”) Form 8-K filed on February 26,
2010, certain convertible promissory notes (the “Notes”) issued to several
noteholders (the “Noteholders”) in the total principal amount of $84,057 went
into default due to nonpayment. Following default, the Company received demands
from the Noteholders for the repayment of all principal and interest due
thereunder. Following such default, the Noteholders agreed to waive the default
and payment of all principal and interest due and payable under the Notes.
Pursuant to the terms of such waiver, (i) the default interest rate under the
Notes was to remain in effect and accrue until full repayment of the Notes, and
(ii) the maturity date of the Notes was extended to March 10, 2010. On March 10,
2010, the Company was unable to repay the amounts due and owing under the Notes
and, as such, the notes went into and remain unpaid and in default status.
Although the Company is continuing to use its best efforts to explore options
available related to the repayment and/or retirement of the Notes, no resolution
has been made to date and, considering the current
financial condition of the Company, including the unavailability of adequate
cash or assets to resolve the amounts due and payable under the Notes, the
Company believes the default under the Notes may have a material adverse effect
on the Company’s financial stability and its ability to continue as a going
concern.





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.





As
disclosed above, following such approval, on May 5, 2010, the Company amended
its Articles of Incorporation increasing the Company’s authorized stock to
5,000,000,000 shares consisting of 4,999,000,000 shares of common stock and
1,000,000 shares of preferred stock, and designating and issuing the Series A
Preferred Stock.





ITEM
5. OTHER
INFORMATION





As
disclosed above, on May 5, 2010, the Company amended its Articles of
Incorporation increasing the Company’s authorized stock to 5,000,000,000 shares
of common stock 5,000,000,000 shares consisting of 4,999,000,000 shares of
common stock and 1,000,000 shares of preferred stock, and designating and
issuing the Series A Preferred Stock.


A
copy of the certificate of Amendment to the Articles of Incorporation has been
attached hereto and incorporated herein by reference.





The
designation of the Series A Preferred Stock provided for certain rights, powers
and privileges given to the holder of shares of such Series A Preferred Stock
including: (i) voting preference rights whereby the holder of such shares
maintains a number of votes determined by multiplying (a) the number of shares
of Series A Preferred Stock held by such holder, (b) the number of issued and
outstanding shares of the Corporation’s Series A Preferred Stock, any other
series of Preferred Stock and Common Stock on a fully diluted basis as of the
record date for the vote, or, if no such record date is established, as of the
date such vote is taken or any written consent of stockholders is solicited, and
(c) 0.00001; and (ii) a liquidation right of $1.25 per share of Series A
Preferred Stock and senior to all other common shareholders.





ITEM
6.                      EXHIBITS





Ex. #
            
            Description3(i).1
            
            Certificate
      of Incorporation filed as an exhibit to the Company's registration
      statement on Form 10SB12G filed on July 29, 1999 and incorporated herein
      by reference.3(i).2
            
            Certificate
      of Amendment to Certificate of Incorporation filed with the Nevada
      Secretary of State on May 5, 2010.3(ii).1
            
            By-Laws
      filed as an exhibit to the Company's registration statement on Form
      10SB12G filed on July 29, 1999 and incorporated herein by
      reference.10.1
            
            Secured
      Convertible Promissory Note issued to Noctua Fund Manager, LLC on March
      15, 2009.10.2
            
            Escrow
      Agreement between CoConnect, Inc., Noctua Fund Manager, LLC and the
      Company’s transfer agent, Action Stock Transfer
    Corporation.14.1
            
            CoConnect,
      Inc. Code of Ethics filed as an exhibit to our annual report on Form
      10-KSB filed on June 19, 2005 and incorporated herein by
      reference31.1
            
            Rule
      13a-12(a)/15d-14(a) Certification of Chief Executive Officer pursuant to
      18 U.S.C Section 1350, as adopted pursuant to Section 302 the
      Sarbanes-Oxley Act of 2002.31.2
            
            Rule
      13a-12(a)/15d-14(a) Certification of Chief Financial Officer pursuant to
      18 U.S.C Section 1350, as adopted pursuant to Section 302 the
      Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
            
            Certification
      of Chief Financial Officer pursuant to 18 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 Securities Exchange Act of 1934, the registrant caused this report to be
signed on its behalf on May 20, 2010, by the undersigned, thereunto duly
authorized.








COCONNECT,
      INC.
              
              /s/   Brad M. Bingham,
      Esq.
              By:  Brad
      M. Bingham, Esq.
              Its:
      Interim Chief Executive Officer and Principal Accounting
      Officer