[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Nevada
|
63-1205304
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
2038
Corte Del Nogal, Suite 110
Carlsbad,
California 92011
________________________________________________________________________
(Address
of principal executive offices, including zip
code)
|
Part
I
|
|
Item
1. Description of Business
|
|
Item
2. Description of Properties
|
|
Item
3. Legal Proceedings
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
Part
II
|
|
Item
5. Market for Registrant's Common Equity and Related Stockholder
Matters
|
|
Item
6. Management's Discussion and Analysis of Financial Condition
and
Results
of Operations
|
|
Item
7. Financial Statements
|
|
Item
8. Changes in and Disagreements with Accountants on Accounting
and
Financial
Disclosure
|
|
Item
8A. Controls and Procedures
|
|
Item
8B. Other Information
|
|
Part
III
|
|
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance
with
Section 16(b) of the Exchange Act
|
|
Item
10. Executive Compensation
|
|
Item
11. Security Ownership of Certain Beneficial Owners and
Management
|
|
Item
12. Certain Relationships and Related Transactions
|
|
Item
13. Exhibits and Reports on Form 8-K
|
|
Item
14. Principal Accountant Fees and Services
|
|
Signatures
|
2007
|
Low
|
High
|
First
Quarter
|
$.50
|
.90
|
Second
Quarter
|
.29
|
.90
|
Third
Quarter
|
.21
|
1.01
|
Fourth
Quarter
|
.05
|
.20
|
Year
Ended
December 31
|
|||
2007
|
2006
|
||
Total
Sales
|
$0
|
$0
|
Year
Ended
December 31
|
|||
2007
|
2006
|
||
Operating
Expense
|
($590,071)
|
($859,220)
|
Year
Ended
December 31
|
|||
2007
|
2006
|
||
Net
Profit (Loss)
|
($179,360)
|
($931,414)
|
Report
of Independent Registered Public Accounting Firm – 2007
|
Balance
Sheet
|
Statements
of Operations
|
Statements
of Stockholders' Equity (Deficit)
|
Statements
of Cash Flows
|
Notes
to Financial Statements
|
(A
DEVELOPMENT STAGE COMPANY)
|
|||||
BALANCE
SHEETS
|
|||||
December
31,
|
December
31,
|
||||
ASSETS
|
2007
|
2006
|
|||
Current
assets
|
|||||
Cash
|
$
|
0
|
1,025
|
||
Security
Deposits
|
$
|
0
|
7,825
|
||
Total
current assets
|
0
|
8,850
|
|||
Fixed
Assets
|
|||||
Furniture(net
depreciation)
|
$
|
0
|
13,711
|
||
TOTAL
ASSETS
|
$
|
0
|
22,561
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
Current
liabilities
|
|||||
Accounts
payable
|
$
|
34,040
|
55,938
|
||
Accrued
Interest Payable
|
$
|
0
|
197,812
|
||
Accrued
Expenses
|
$
|
0
|
2,600
|
||
Advances
Related Party
|
$
|
0
|
50,000
|
||
Notes
Payable
|
$
|
0
|
362,000
|
||
Convertible
Note Payable, net of discount
|
$
|
54,813
|
0
|
||
Total
current liabilities
|
88,853
|
668,350
|
|||
TOTAL
LIABILITIES
|
$
|
88,853
|
668,350
|
||
STOCKHOLDERS'
EQUITY
|
|||||
Common
stock, 150,000,000 shares authorized, $0.001 par value
|
|||||
149,873,400
and 67,407,005 shares issued and outstanding
|
|||||
as
of December 31, 2007 and 2006 respectively.
|
$
|
149,873
|
67,407
|
||
Additional
paid-in capital
|
$
|
11,200,967
|
10,547,137
|
||
Deficit
accumulated during the development stage
|
$
|
(11,439,693)
|
(11,260,333)
|
||
TOTAL
STOCKHOLDERS' DEFICIT
|
(88,852)
|
(645,789)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
(0)
|
22,561
|
||
The
accompanying notes are an integral part of these financial
statements
|
COCONNECT,
INC
|
|||||
(A
DEVELOPMENT STAGE COMPANY)
|
|||||
STATEMENTS
OF OPERATIONS
|
|||||
For
the Year Ended
|
For
the Year Ended
|
||||
December
31,
|
December
31,
|
||||
2007
|
2006
|
||||
Revenues
|
|||||
Sales
|
$
|
0
|
$
|
0
|
|
Total
revenues
|
0
|
0
|
|||
Expenses
|
|||||
Consulting
Expenses
|
415,753
|
830,814
|
|||
Depreciation
|
1,469
|
979
|
|||
General
and administrative
|
172,850
|
27,427
|
|||
Total
operating expenses
|
590,071
|
859,220
|
|||
Loss
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
|
5,799
|
||||
Loss
on settlement
|
|||||
agreement
|
(85,097)
|
||||
Gain
(loss) on extinguished
|
|||||
liabilities
|
513,123
|
||||
Total
other income (expense)
|
410,711
|
(72,194)
|
|||
Net
Loss before Income Tax
|
(179,360)
|
(46,095)
|
|||
Income
Tax
|
0
|
||||
NET
LOSS
|
$
|
(179,360)
|
$
|
(931,414)
|
|
Basic
and diluted loss
|
|||||
per
common share
|
$
|
(0.00)
|
$
|
(0.02)
|
|
Weighted
average common
|
|||||
shares
outstanding
|
76,408,156
|
61,325,761
|
|||
The
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, 2007
|
|||||||||
Common
Stock
|
Additional
|
Deficit
|
Total
|
||||||
Par
|
Paid-in
|
Accumulated
|
Stockholders'
|
||||||
Shares
|
Value
|
Capital
|
During
Dev.
|
Equity
(Deficit)
|
|||||
Stage
|
|||||||||
Balance,
December 31, 2004
|
15,047,755
|
$
|
15,048
|
$
|
7,717,568
|
$
|
(7,611,058)
|
$
|
121,558
|
Issuance
of common stock for cash
|
|||||||||
at
$1.00 per share in a private placement
|
823,500
|
823
|
822,677
|
—
|
823,500
|
||||
Issuance
of common stock for cash
|
|||||||||
at
$1.50 per share in a private placement
|
281,000
|
281
|
421,219
|
—
|
421,500
|
||||
Private
Placement stock issuance cost
|
(144,445)
|
—
|
(144,445)
|
||||||
Issuance
of common stock for payment
|
|||||||||
of
note payable at $.50 per share
|
100,000
|
100
|
49,900
|
—
|
50,000
|
||||
Issuance
of common stock for services
|
|||||||||
at
$.49 per share
|
1,350,000
|
1,350
|
653,650
|
—
|
655,000
|
||||
Issuance
of common stock for services
|
6,013,133
|
6,013
|
6,013
|
||||||
Issuance
of common stock and in dispute
|
30,000,000
|
30,000
|
30,000
|
||||||
Net
Loss for the year ended
|
|||||||||
December
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 to
|
|||||||||
convert
note payable
|
1,300,000
|
1,300
|
175,651
|
—
|
176,951
|
||||
Issuance
of common stock to
|
|||||||||
convert
note payable
|
650,000
|
650
|
52,045
|
—
|
52,695
|
||||
Issuance
of common stock in
|
|||||||||
securing
funding
|
1,464,531
|
1,465
|
247,505
|
—
|
248,970
|
||||
Issuance
of common stock in
|
|||||||||
securing
European funding
|
397,011
|
397
|
75,035
|
—
|
75,432
|
||||
Record
discount sale of restricted
|
|||||||||
stock
|
150,000
|
150
|
14,850
|
—
|
15,000
|
||||
Issuance
of common stock for services
|
5,000,000
|
5,000
|
45,000
|
50,000
|
|||||
Issuance
of common stock for services
|
410,075
|
410
|
65,202
|
65,612
|
|||||
Cancelled
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
|
—
|
165,000
|
||||
Issuance
of common stock for services
|
500,000
|
500
|
54,500
|
—
|
55,000
|
||||
Issuance
of common stock for services
|
1,420,000
|
1,420
|
48,280
|
—
|
49,700
|
||||
Issuance
of common stock for services
|
2,500,000
|
2,500
|
85,000
|
—
|
87,500
|
||||
Net
Loss for the year ended
|
|||||||||
December
31, 2006
|
—
|
—
|
—
|
(895,317)
|
(895,317)
|
||||
Balance
December 31, 2006
|
67,407,005
|
67,407
|
10,547,137
|
(11,260,333)
|
(645,789)
|
||||
Issuance
of common stock for
|
|||||||||
compensation
F. Ferguson
|
10,000,000
|
10,000
|
290,000
|
—
|
300,000
|
||||
Cancelled
common stock from prior period
|
(1,500,000)
|
(1,500)
|
1,500
|
0
|
|||||
Issuance
of common stock for services
|
5,500,000
|
5,500
|
159,500
|
—
|
165,000
|
||||
Issuance
of common stock for services
|
|||||||||
and
settlement of debt
|
250,000
|
250
|
7,250
|
—
|
7,500
|
||||
Issuance
of common stock for services
|
1,750,000
|
1,750
|
50,750
|
—
|
52,500
|
||||
Cancelled
common stock
|
(14,000,000)
|
(14,000)
|
14,000
|
0
|
|||||
Issuance
of 1:20 reverse stock split
|
(65,933,567)
|
(65,934)
|
65,934
|
0
|
|||||
Cancelled
common stock
|
(38)
|
(0)
|
(0)
|
—
|
(0)
|
||||
Issuance
of common stock for
|
|||||||||
conversion
of note
|
37,500,000
|
37,500
|
(9,500)
|
—
|
28,000
|
||||
Issuance
of common stock for
|
|||||||||
conversion
of note
|
37,500,000
|
37,500
|
(9,500)
|
—
|
28,000
|
||||
Issuance
of common stock for
|
|||||||||
stock
purchase agreement
|
70,000,000
|
70,000
|
85,096
|
—
|
155,096
|
||||
Issuance
of common stock for
|
|||||||||
settlement
in sale
|
1,200,000
|
1,200
|
(1,200)
|
—
|
0
|
||||
Issuance
of common stock for
|
|||||||||
settlement
in sale
|
200,000
|
200
|
—
|
200
|
|||||
Net
Loss for the year ended
|
|||||||||
December
31, 2007
|
—
|
—
|
—
|
(179,360)
|
(179,360)
|
||||
Balance
December 31, 2007
|
149,873,400
|
149,873
|
11,200,967
|
(11,439,693)
|
(88,852)
|
||||
The
accompanying notes are an integral part of these financial
statements
|
COCONNECT,
INC
|
|||||
(A
DEVELOPMENT STAGE COMPANY)
|
|||||
STATEMENTS
OF CASH FLOWS
|
|||||
December
31,
|
December
31,
|
||||
2007
|
2006
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||
Net
Loss
|
$
|
(179,360)
|
$
|
(859,220)
|
|
Adjustments
to reconcile net loss to net
|
|||||
cash
used in operating activities:
|
|||||
Stock
issued for services
|
525,200
|
781,539
|
|||
Notes
issued for services
|
54,813
|
||||
Depreciation
|
1,469
|
||||
Gain
on extinguished debt
|
(513,123)
|
||||
Disposal
of furniture
|
12,242
|
||||
Gain
on settlement agreement
|
85,097
|
||||
Changes
in operating assets and liabilities:
|
|||||
Security
Deposits
|
7,825
|
1,000
|
|||
Accounts
payable
|
1,500
|
11,687
|
|||
Accrued
expenses and interest
|
3,311
|
30,710
|
|||
NET
CASH USED IN OPERATING ACTIVITIES
|
(1,025)
|
(34,284)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||
Purchased
Furniture
|
0
|
(14,691)
|
|||
NET
CASH USED IN INVESTING ACTIVITIES
|
0
|
(14,691)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||
Settlement
payment
|
(155,096)
|
0
|
|||
Common
stock issued for cash
|
155,096
|
0
|
|||
Payments
on Notes Payable - Related Parties
|
0
|
50,000
|
|||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
0
|
50,000
|
|||
NET
CHANGE IN CASH
|
(1,025)
|
1,025
|
|||
CASH
BALANCES
|
|||||
Beginning
of period
|
1,025
|
0
|
|||
End
of period
|
$
|
0
|
$
|
1,025
|
|
SUPPLEMENTAL
DISCLOSURE:
|
|||||
Interest
paid
|
$
|
0
|
$
|
—
|
|
Income
taxes paid
|
—
|
—
|
|||
NON-CASH
ACTIVITIES:
|
|||||
Debt
converted to common stock
|
$
|
57,000
|
$
|
229,646
|
|
Issued
stock for services rendered
|
525,000
|
795,714
|
|||
Stock
issued in satisfaction of debt
|
200
|
0
|
|||
The
accompanying notes are an integral part of these financial
statements
|
December
31,
|
December
31,
|
||
2007
|
2006
|
||
Operating
loss carryforwards
|
$
|
3,889,496
|
3,841,356
|
Valuation
allowance
|
(3,889,496)
|
(3,841,356)
|
|
Net
deferred tax assets (liabilities)
|
$
|
-
|
-
|
December
31,
|
||||
2007
|
2006
|
|||
Numerator
– (loss)
|
$
|
(179,360)
|
$
|
(895,317
)
|
Denominator
– weighted average
|
||||
number
of shares outstanding
|
76,408,156
|
61,325,761
|
||
Loss
per share
|
$
|
(0.00)
|
$
|
(0.01)
|
Annual
Compensation
|
Long-Term
Compensation
|
|||||||||||||
Common
Shares
|
||||||||||||||
Underlying
|
All
|
|||||||||||||
Restricted
|
Options
|
Other
|
||||||||||||
Other
Annual
|
Stock
|
Granted
|
Compen
|
|||||||||||
Name
and Position
|
Year
|
Salary
|
Bonus
|
Compensation
|
Awards
($)
|
(#
Shares)
|
-sation
|
|||||||
Mark
L. Baum
|
2007
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Chairman,
President,
|
2006
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Chief
Executive Officer
|
||||||||||||||
Chief
Financial Officer
|
||||||||||||||
and
Secretary
|
||||||||||||||
Robert
Thele
|
2007
|
-0-
|
||||||||||||
Chairman
|
2006
|
-0-
|
-0-
|
-0-
|
-0-
|
------
|
-0-
|
|||||||
Richard
Ferguson
|
2007
|
$55,000
|
-0-
|
|||||||||||
President
and Director
|
2006
|
$100,000
|
-0-
|
-0-
|
5,000,000
|
------
|
-0-
|
|||||||
Dean
H. Becker
|
2007
|
-0-
|
||||||||||||
Secretary,
Treasurer and
|
2006
|
-0-
|
-0-
|
-0-
|
3,150,000
|
------
|
-0-
|
|||||||
Director
|
||||||||||||||
·
|
each
person or entity who is known by us to own beneficially more than 5% of
the outstanding shares of our share of common
stock;
|
·
|
each
of our directors and each of our named executive officers and all
directors and executive officers as a
group.
|
Name And Address
|
Number
Of Shares Beneficially
Owned
|
Percentage Owned
|
Mark
L. Baum(1)
|
0
|
0
|
Black
Forest International, LLC(2)(3)
|
145,000,000
|
|
All
directors, officers and 5% shareholders as a group
|
Exhibit
#
|
Title
|
3.1
|
Articles
of Incorporation. (Attached as an exhibit to our Form 10-SB filed with the
SEC on June 29, 1999 and incorporated herein by
reference).
|
3.2
|
Bylaws
(Attached as an exhibit to our Form 10-SB filed with the SEC on June 29,
1999 and incorporated herein by reference).
|
14
|
Code
of Ethics. (Attached as an exhibit to our Form 10-KSB filed with the SEC
on May 19, 2005 and incorporated herein by reference).
|
31.1
|
Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to Section 302
of
the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of the Principal Executive Officer and Principal Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
|
Date
|
Form
|
Items
Reported
|
01/23/07
|
8-K
|
8.01
|
07/11/07
|
8-K
|
8.01
|
08/10/07
|
8-K
|
1.01,
9.01
|
09/24/07
|
8-K
|
1.01,
9.01
|
10/31/07
|
8-K
|
5.02
|