10-Q/A

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q/A

  X .

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

For the quarterly period ended June 30, 2011

 .

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 Employer
of Incorporation)		Identification Number)
	1133 6th Ave.
	San Diego, California 92101
	(Address of principal executive offices)
	619-796-2721
	(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  X.   No .

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:

1,500,323,483 common shares outstanding, $0.001 par value, as of September 8, 2011

Explanatory Note

The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of CoConnect, Inc. for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

PART II

ITEM 6.

EXHIBITS

Ex. #	Description
3(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 and filed as an exhibit to the Company’s Form 10-Q filed on May 20, 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	Convertible Promissory Note issued to Brad M. Bingham, Esq. on November 17, 2010 filed as an exhibit to the Company’s Form 10-Q filed on November 18, 2010.
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 reference
31.1*	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.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation LinkBase
101.DEF**	XBRL Taxonomy Extension Definition LinkBase
101.LAB**	XBRL Taxonomy Extension Label LinkBase
101.PRE**	XBRL Taxonomy Extension Presentation LinkBase

*Filed with our original Form 10-Q on August 22, 2011.

****XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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 September 8, 2011, by the undersigned, thereunto duly authorized.

COCONNECT, INC.

 /s/   Brad M. Bingham, Esq.                                

By:  Brad M. Bingham, Esq.

Its: Interim Chief Executive Officer and Interim Principal Accounting Officer

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CONDENSED BALANCE SHEETS Parentheticals (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	100,000	100,000
Preferred Stock, shares outstanding	0	0
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	4,999,000,000	4,999,000,000
Common Stock, shares issued	1,554,623,483	323,483
Common Stock, shares outstanding	1,554,623,483	323,483

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CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Sales	$ 0	$ 0	$ 0	$ 0
Total revenues	0	0	0	0
Professional fees	1,500	1,500	5,500	5,500
General and administrative	464	60,328	1,172	126,533
Total operating expenses	1,964	61,828	6,672	132,033
Loss from operations	(1,964)	(61,828)	(6,672)	(132,033)
Interest expense	(10,151)	(8,582)	(20,301)	(12,639)
Total other income (expense)	(10,151)	(8,582)	(20,301)	(12,639)
Net loss before income tax	(12,115)	(70,410)	(26,973)	(144,672)
Income tax	0	0	0	0
NET LOSS	$ (12,115)	$ (70,410)	$ (26,973)	$ (144,672)
Basic and diluted loss per common share	$ (0.04)	$ (0.22)	$ (0.08)	$ (0.45)
Weighted average common shares outstanding	323,483	323,483	323,483	323,483

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011	Aug. 22, 2011
Document and Entity Information
Entity Registrant Name	COCONNECT INC
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001088638
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,500,323,483
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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COMMON STOCK

3 Months Ended

Jun. 30, 2011

COMMON STOCK

Stockholders' Equity Note Disclosure [Text Block]

COMMON STOCK

Common stock, $0.001 par value: 4,999,000,000 shares authorized. 1,554,623,483 shares issued and 323,483 shares outstanding

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Income Taxes

3 Months Ended

Jun. 30, 2011

Income Taxes

Income Tax Disclosure [Text Block]

INCOME TAXES

Income tax expense is provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes.  Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes.  The differences relate primarily to the effects of net operating loss carry forwards and differing basis, depreciation methods, and lives of depreciable assets. The deferred tax assets represent the future tax return consequences of those differences, which will be deductible when the assets are recovered.

No income tax benefit (expense) was recognized for the six months ended June 30, 2011 as a result of tax losses in this period and because deferred tax benefits, derived from the Company’s prior net operating losses, were previously fully reserved and the Company has cumulative net operating losses for tax purposes in excess of $11 million.

The Company currently has tax return periods open beginning with December 31, 2004 through December 31, 2010.

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LEGAL MATTERS

3 Months Ended

Jun. 30, 2011

LEGAL MATTERS

LEGAL MATTERS

LEGAL MATTERS

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. On October 26, 2010, the Noteholders filed a complaint against the Company arising from the unpaid Notes (the “Claims”). The Company is currently seeking counsel to represent the Company’s and manage the related possible litigation. Although the Company is continuing to use its best efforts to explore options available related to the repayment and/or retirement of the Notes and settlement of the Claims, 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 and subsequent complaint may have a material adverse effect on the Company’s financial stability and its ability to continue as a going concern.

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Derivative Instruments and Hedging Activities

3 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities

Schedule of Derivative Instruments [Table Text Block]

DERIVATIVE INSTRUMENTS

Effective for financial statements issued for fiscal periods beginning after December 15, 2008, or interim periods therein, US GAAP requires that warrants and convertible instruments with certain conversion or exercise price protection features be recorded as derivative liabilities on the balance sheet based on the fair value of the instruments.  In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  The established a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. We use a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

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Organization, Consolidation and Presentation of Financial Statements

3 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Nature of Operations [Text Block]

BASIS OF PRESENTATION

The accompanying interim un-audited 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 six month period ended June 30, 2011 is not necessarily indicative of the results that may be expected for the year ending December 31, 2011. 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, 2010.

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LEASE AGREEMENT, OTHER COMMITTMENTS - RELATED PARTY

3 Months Ended

Jun. 30, 2011

LEASE AGREEMENT, OTHER COMMITTMENTS - RELATED PARTY

LEASE AGREEMENT, OTHER COMMITTMENTS - RELATED PARTY

LEASE AGREEMENT, OTHER COMMITMENTS – RELATED PARTY

On September 29, 2010, the Company entered into a Lease Agreement with The Law Offices of Marc S. Applbaum. Pursuant to the terms of the Lease Agreement, the Company subleases office space on a month-to-month basis for a monthly lease fee of $100. The Lease Agreement may be terminated by any party for any reason with ten (10) days written notice.  Marc S. Applbaum, Esq. is the Company’s President and Director.  At June 30, 2011 the Company owed $600 to the Law Offices of Marc S. Applbaum and has made no payments during the six months ended June 30, 2011.

In prior years, the Company had obtained certain management and 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 a former president, for a fee of $5,000 per month.  As of June 30, 2011, the Company had unpaid management fee $75,000 and no payments have been made to them during the six months ended June 30, 2011.

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RELATED PARTY TRANSACTIONS - CONVERTIBLE NOTE

3 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS - CONVERTIBLE NOTE

RELATED PARTY TRANSACTIONS - CONVERTIBLE NOTE

RELATED PARTY TRANSACTIONS - CONVERTIBLE NOTE

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

A $55,000 0% convertible debenture was issued on October 25, 2007.  The note was payable on the first day of the month, beginning on November 1, 2007 and ending on February 1, 2008, the amount of $13,750 per month.  At the time of this note was issued it was convertible into common stock at $0.09.  This note was later purchased from the third party it was originally issued to by a related party, Noctua Fund, LP.  Noctua Fund, LP is managed by Noctua Fund Manager, LLC.  Mark L. Baum, Esq., is the Company’s former president, is also a managing member of Noctua Fund Manager, LLC.  As of August 15, 2009 no payments had been made and as a result of nonpayment this convertible debenture was in default.  

On August 15, 2009 the Company entered into a note exchange with Noctua Fund, LP.  The $55,000 0% convertible debenture was cancelled, and in exchange Noctua Fund, LP was issued two new convertible notes and guaranteed a future payment of $1,333 to help pay future Company expenses.  The two notes issued are both in the amounts of $28,167 with interest accruing at 5% of the principal balance.  The notes were both due on November 15, 2009 and are convertible into the Company’s common stock at $.01 per share.  At the time of the note agreement date, there was no determinable stock price, therefore there is no beneficial conversion feature that applies to this debenture.  These notes are currently in default and accruing interest at the default rate of 15%.

On August 15, 2009 the Company issued two convertible notes both in the amount of $13,862 with interest accruing at 5% of the principal balance.  The notes were issued as part of a debt settlement agreement with Noctua Fund Manager, LLC.  These notes are due on November 15, 2009 and are convertible into the Company’s common stock at $.01 per share.  At the time of the note agreement date, there was no determinable stock price, therefore there is no beneficial conversion feature that applies to this debenture.  Noctua Fund Manager, LLC’s managing member is Mark L. Baum, Esq. is our former President.  These notes are currently in default and accruing interest at the default rate of 15%.

On November 15, 2009 the Company entered into an Advisory Services Agreement (the “NFM Agreement”) with Noctua Fund Manager, LLC (“NFM”).  The NFM Agreement is designed to assist the company enter into an agreement to acquire and manage new assets and/or a business (“Transaction”).  The Consultant assisted the company in several areas, including: locating qualified management and board member candidates, locating target transaction candidates, and any strategic planning in the event of a Transaction.  Pursuant to the terms of the NFM Agreement, on March 15, 2010, the Company issued NFM a 12% secured convertible promissory note in the principal amount of $181,000 (the “NFM Note”). The note matures and is due 180 days following its issuance.  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.  Due to non payment, this note is currently in default and accruing interest at the default rate of 15%.

On November 17, 2010, the Company issued its Chief Executive Officer, Brad M. Bingham, Esq., a convertible promissory note in the amount of $16,860 (the “BMB Note”). The BMB Note represents: (i) $6,860.00 previously advanced by Mr. Bingham on behalf of the Company and maintained on the Company’s books and records previously filed with the SEC; and (ii) an additional $10,000 cash advance to the Company by Mr. Bingham. The BMB Note is due and payable on May 17, 2011, maintains an interest rate of 5% and is convertible into 1,500,000,000 shares of the Company’s restricted common stock (the “Conversion Shares”); provided however, such conversion rights are not applicable until 45 days following the issuance of the BMB Note. 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.    Due to non payment, this note is currently in default.

In connection with the BMB Note, the Company entered into a security agreement (the “Security Agreement”) with Mr. Bingham. Pursuant to the terms of the Security Agreement, Mr. Bingham was issued the Conversion Shares which are to be held as security and collateral against either the repayment or conversion of the BMB Note. Although the Conversion Shares are issued in Mr. Bingham’s name and held as security and collateral against the payment of the BMB Note, the Conversion Shares may not be sold, pledged, transferred or hypothecated by Mr. Bingham unless and until he elects to convert the BMB Note pursuant to its terms and conditions into the Conversion Shares, or unless agreed upon in writing by the Company. In addition, following the issuance of the Conversion Shares as security pursuant to the Security Agreement and prior to the conversion of the BMB Note into the Conversion Shares, if any, in the event of a Company shareholder vote, the Conversion Shares held as collateral shall be voted with the majority vote of any such shareholder vote and action and Mr. Bingham has granted an irrevocable proxy to the Company to vote the Conversion Shares as such.

Notes payable consists of the following:

		At		At
		June 30, 2011		December 31, 2010
5% convertible notes due Nov. 2009	$	84,057	$	84,057
12% convertible note due Sept. 2010		181,000		181,000
5% Convertible note May 2011		16,860		16,860
Less: Principal Payments		-		-
Add: Accrued Interest		54,420		34,119
Carrying Value of Notes	$	336,337	$	316,036
Less: Current portion		(336,337)		(316,036)
Long term portion of notes payable	$	-	$	-

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Preferred Stock

3 Months Ended

Jun. 30, 2011

Preferred Stock

Preferred Stock [Text Block]

PREFERRED STOCK

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

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CONDENSED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net Loss	$ (26,973)	$ (144,672)
Preferred stock issued for service	0	100
Other receivable decrease	0	2,643
Prepaid expense increase	0	90,500
Accounts payable increase	599	35,527
Accrued expenses and interest increase	20,302	12,639
NET CASH USED IN OPERATING ACTIVITIES	(6,072)	(3,283)
NET CASH FROM INVESTING ACTIVITIES	0	0
NET CASH FROM FINANCING ACTIVITIES	0	0
NET CHANGE IN CASH	(6,072)	(3,283)
Beginning of period	6,578	3,565
End of period	506	282
Interest paid	0	0
Income taxes paid	0	0
Convertible notes issued as a debt settlement	$ 0	$ 181,000

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Going Concern

3 Months Ended

Jun. 30, 2011

Going Concern

Going Concern

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 June 30, 2011 the company had convertible notes payable and accrued interest of $336,337 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.

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CONDENSED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Cash	$ 506	$ 6,578
Total current assets	506	6,578
TOTAL ASSETS	506	6,578
Accounts payable	36,140	35,541
Related party payable	75,000	75,000
Convertible notes payable and accrued interest, related parties - default	336,337	316,036
Total current liabilities	447,477	426,577
TOTAL LIABILITIES	447,477	426,577
Preferred stock, 1,000,000 shares authorized, $0.001 par value 100,000 and 0 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively.	100	100
Common stock, 4,999,000,000 shares authorized, $0.001 par value 1,554,623,483 shares issued and 323,483 shares outstanding as of June 30, 2011 and December 31, 2010, respectively.	323	323
Additional paid-in capital	11,425,517	11,425,517
Subscription receivable	(70,000)	(70,000)
Deficit accumulated	(11,802,911)	(11,775,939)
TOTAL STOCKHOLDERS' DEFICIT	(446,971)	(419,999)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 506	$ 6,578