ccon10q093010.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfBY6MhrhJZ51+2d3sZKhZu51tkahd/Om6vLK22w7BOUXdx8VQ48lNQChyo/pt8m hd6PEI0+XRRxrIDkdfq2Mw== 0001173473-10-000140.txt : 20101118 0001173473-10-000140.hdr.sgml : 20101118 20101118145835 ACCESSION NUMBER: 0001173473-10-000140 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101118 DATE AS OF CHANGE: 20101118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCONNECT INC CENTRAL INDEX KEY: 0001088638 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 631205304 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26533 FILM NUMBER: 101202488 BUSINESS ADDRESS: STREET 1: 480 EAST 6400 SOUTH STREET 2: SUITE 230 CITY: MURRAY STATE: UT ZIP: 84107 BUSINESS PHONE: 801-266-9393 MAIL ADDRESS: STREET 1: 480 EAST 6400 SOUTH STREET 2: SUITE 230 CITY: MURRAY STATE: UT ZIP: 84107 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED WIRELESS SYSTEMS INC DATE OF NAME CHANGE: 19990611 10-Q 1 ccon10q093010.htm CCON 10-Q (9-30-10) ccon10q093010.htm

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 September 30, 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 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 November 18, 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 September 30, 2010, and the related condensed statements of operations, and cash flows for the three and nine months ended September 30, 2010 and 2009. 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

November 18, 2010

San Diego, California

Page 1

COCONNECT, INC
CONDENSED BALANCE SHEETS


			September 30,		December 31,
			2010		2009
			(Unaudited)
ASSETS
Current assets
	Cash	$	195	$	3,565
	Prepaid expenses		22,625		158,375
	Other receivable - related party		-		2,643
Total current assets			22,820		164,583

TOTAL ASSETS		$	22,820	$	164,583

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Accounts payable	$	35,541	$	35,373
	Related party payable		66,860		196,000
	Convertible notes payable and accrued interest, related party - default		289,131		86,684
Total current liabilities			391,532		318,057

TOTAL LIABILITIES			391,532		318,057

STOCKHOLDERS' DEFICIT
	Preferred stock, 1,000,000 shares authorized, $0.001 par value
	100,000 and 0 shares issued and outstanding
	as of September 30, 2010 and December 31, 2009, respectively.		100		-
	Common stock, 4,999,000,000 shares authorized, $0.001 par value
	54,323,483 and 323,483 shares issued and 323,483 and 323,483 shares
	outstanding as of September 30, 2010 and December 31, 2009, respectively.		323		323
	Additional paid-in capital		11,425,517		11,425,517
	Subscription receivable		(70,000)		(70,000)
	Deficit accumulated		(11,724,652)		(11,509,314)
TOTAL STOCKHOLDERS' DEFICIT			(368,712)		(153,474)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	22,820	$	164,583

The accompanying unaudited notes are an integral part of these condensed financial statements

Page 2

COCONNECT, INC
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

		For the three months ended				For the nine months ended
			September 30,				September 30,
			2010		2009		2010		2009
Revenues
	Sales	$	-	$	-	$	-	$	-
Total revenues			-		-		-		-

Expenses
	Professional fees		1,500		1,333		7,000		7,333
	General and administrative		60,338		1,310		186,891		5,282
Total operating expenses			61,838		2,643		193,891		12,615

Loss from operations		$	(61,838)	$	(2,643)	$	(193,891)	$	(12,615)

Other income (expense)
	Interest expense		(8,808)		(530)		(21,447)		(530)

Total other income (expense)			(8,808)		(530)		(21,447)		(530)

Net Loss before Income Tax			(70,646)		(3,173)		(215,338)		(13,145)
Income Tax			-		-		-		-

NET LOSS		$	(70,646)	$	(3,173)	$	(215,338)	$	(13,145)

Basic and diluted loss
	per common share	$	(0.22)	$	(0.02)	$	(0.67)	$	(0.08)

Weighted average common
	shares outstanding		323,483		156,817		323,483		156,817

The accompanying unaudited notes are an integral part of these condensed financial statements

Page 3

COCONNECT, INC
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the nine months ended
			September 30,
			2010		2009
CASH FLOWS FROM OPERATING ACTIVITIES
	Net Loss	$	(215,338)	$	(13,145)
	Preferred stock issued for service		100		-
	Changes in operating assets and liabilities:
	Other receivable increase		2,643		(1,333)
	Prepaid expense increase		135,750		-
	Accounts payable increase		52,028		-
	Accrued expenses and interest increase		21,447		13,145
NET CASH USED IN OPERATING ACTIVITIES		$	(3,370)	$	(1,333)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES		$	-	$	-

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of convertible note		-		1,333
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	-	$	1,333
NET CHANGE IN CASH			(3,370)		-
CASH BALANCES
	Beginning of period		3,565		-
	End of period	$	195	$	-

SUPPLEMENTAL DISCLOSURE:
	Interest paid	$	-	$	-
	Income taxes paid	$	-	$	-

NON-CASH ACTIVITIES
	Convertible notes issued as a debt settlement	$	181,000	$	27,724
	Preferred Stock issued for service	$	100	$	-

The accompanying unaudited notes are an integral part of these condensed financial statements

Page 4

COCONNECT, INC.

Notes to the Condensed Financial Statements

At September 30, 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 nine month period ended September 30, 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 fis cal year ended December 31, 2009.

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 September 30, 2010 the company had convertible notes payable and its accrued interest of $289,131 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 com mon 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.

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 nine months ended September 30, 2010 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, 2009.

LEASE AGREEMENT – 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 will sublease 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.

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.

Page 5

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”). 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 v alue, 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%.

Notes payable consists of the following:

		At		At
		September 30, 2010		December 31, 2009
5% convertible notes due Nov. 2009	$	84,057	$	84,057
12% convertible note due Sept. 2010		181,000		-
Less: Principal Payments		-		-
Add: Accrued Interest		24,074		-
Carrying Value of notes payable	$	289,131	$	84,057
Less: Current portion		(289,131)		-
Long term portion of notes payable	$	-	$	-

The Company also obtains 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 our former president, for a fee of $5,000 per month. As of September 30, 2010, the Company had unpaid management fee $60,000 and no payments have been made to them.

Page 6

The Company received cash to make payments on certain trade payables or had payments made on its behalf by our Interim CEO, Brad Bingham, Esq., in the amount of $6,860. The Company currently owes Mr. Bingham $6,860 and no payments have been made to him.

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.< /font>

As of September 30, 2010, 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, the Company agreed to issue 54,300,000 shares of common stock into escrow. The shares are to be held in the Company’s name for the benefit of NFM. During May of 2010 these shares were issued.

As of September 30, 2010, Common stock, $0.001 par value: 4,999,000,000 shares authorized. 54,623,483 shares issued and 323,483 shares outstanding

DERIVATIVE INSTRUMENTS

Effective for financial statements issued for fiscal periods beginning after December 15, 2008, or interim periods therein, FASB ASC 815 (formerly, EITF 07-05) 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 ASC 820-10 fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the m ost observable inputs be used when available. FASB ASC 820 establishes 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.

ASC 820-10 requires the use of observable market data if such data is available without undue cost and effort. The Company’s adoption of ASC 820-10 did not result in any changes to the accounting for its financial assets and liabilities.

Page 7

SUBSEQUENT EVENTS

The Company has performed an evaluation of events occurring subsequent to the period end through the issuance date of this report. Based on our evaluation, nothing other than the events described below need to be disclosed.

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.

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 an d 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. A copy of the Security Agreement has been attached hereto as an exhibit and incorporated herein by reference.

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 unpa id 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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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 mater ially 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 p resent stockholders.

Page 9

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.

RESULTS OF OPERATIONS

Revenues

	Nine months ended September 30

	2010	2009

Total Sales	$0	$0

We had no revenues for the nine months ending September 30, 2010 or for the nine months ending September 30, 2009.

Operating Expenses

	Nine months ended September 30

	2010	2009

Operating Expense	$ 193,891	$ 12,615

Total costs and expenses of $193,891 for the nine months ending September 30, 2010 consisted of $7,000 in professional fees and $186,891 in other general and administrative expenses. Total costs and expenses of $12,615 for the nine months ending September 30, 2009 consisted of $7,333 in professional fees and $5,282 in consulting and other general and administrative expenses.

Net Profit (Loss)

	Nine months ended September 30

	2010	2009

Net Profit (Loss)	($215,338)	($13,415)

For the nine months ended September 30, 2010, we sustained net losses of $215,338 as compared with net losses of $13,415 for the nine months ended September 30, 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.

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LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2010, the Company had total assets of $22,820 and total liabilities of $391,532, resulting in a working capital deficiency of $368,712. The Company had a stockholders' deficit of $368,712at September 30, 2010.

FINANCING ACTIVITIES

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.

Page 11

RESEARCH AND DEVELOPMENT

None.

EMPLOYEES

As of September 30, 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 of September 30, 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 Excha nge 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 September 30, 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

As disclosed in the Company’s previous filings with the SEC, 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 owin g 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.

ITEM 1A. RISK FACTORS

Not Applicable.

Page 12

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

As disclosed above, in connection with the BMB Note and Security Agreement, the Company issued 1,500,000,000 shares of the Company’s restricted common stock (the “Conversion Shares”) to Mr. Brad M Bingham, Esq., the Company’s Chief Executive Officer, 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 t he 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 granted an irrevocable proxy to the Company to vote the Conversion Shares as such.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

See Item 1 Legal Proceedings above.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

As disclosed in the Company’s Form 8-K filed with the SEC on October 5, 2010, the Company appointed Mr. Marc. S. Applbaum to the position of President and member of the Board of Directors.

Marc S. Applbaum, Esq., President and Director.

Mr. Marc Applbaum, Esq. is a licensed attorney and has provided clients with general corporate counsel services with a focus on microcap publicly traded companies since March 2006. Mr. Applbaum has represented issuers in offerings of securities under the Securities Act of 1933 and regularly counsels issuers with the preparation of and filing with the Securities and Exchange Commission of periodic reports under the Securities Exchange Act of 1934. He has counseled issuers, private equity funds, and placement agents in debt transactions and with respect to offerings of securities pursuant to Rule 144 under the Securities Act.

Mr. Applbaum has counseled numerous entrepreneurs and early stage companies and maintains significant experience and knowledge of public and private company debt, corporate restructuring and recapitalization of public companies. Prior to his work with publicly traded companies, Mr. Applbaum served as a prosecutor as a member of the San Diego City Attorney's office from 2004-2006. There he gained significant trial and courtroom experience, earning an extremely high conviction rate conducting close to 50 jury and bench trials. Mr. Applbaum is a member of the California State Bar and admitted to practice in California.

In connection with Mr. Applbaum’s appointment, on September 29, 2010, the Company entered into an employment agreement with Mr. Applbaum (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Applbaum is to receive a monthly salary of $400.00. A copy of the Employment Agreement has been attached hereto as an exhibit and incorporated herein by reference.

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 will sublease office space on a month-to-month basis for a monthly lease fee of $100.00. The Lease Agreement may be terminated by any party for any reason with ten (10) days written notice. A copy of the Lease Agreement was furnished as an exhibit to the Form 8-K filed October 5, 2010 and incorporated herein by reference.

Page 13

On or about December 12, 2008, the Corporation’s Board of Directors and shareholders authorized the Corporation’s Board of Director’s to affect a corporate name change anytime before December 31, 2010 with such name to be determined at a later date by the Board of Directors. Such corporate actions were disclosed and authorized pursuant to the Company’s Schedule 14C filed with the United States Securities and Exchange Commission on December 22, 2008. Pursuant to such authorization, on October 5, 2010, the Company’s Board of Directors authorized the Corporation to amend its Articles of Incorporation to reflect the new Company name of “Sunshine Mining Group, Inc.” The Company released such information in a press release dated October 5, 2010. Following such release, the Company began procedures to approve of and enact the name change with the Nevada Secretary of State and notify the United States Financial Industry Regulatory Authority (FINRA) regarding such corporate name change. The plans to change the Company’s name to Sunshine Mining Group, Inc. have been temporarily placed on hold until the Company can work out the litigation described in Item 1 Legal Proceeding above.

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.

10.2		Security Agreement between CoConnect, Inc. and Brad M. Bingham, Esq. dated November 17, 2010.

10.3		Employment Agreement between CoConnect, Inc. and Mr. Marc S. Applbaum.

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.

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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 November 18, 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

Page 15

EX-10.1 2 ex101.htm EXHIBIT 10.1 ex101.htm

THIS CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT, OR ANY OTHER VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF COUNSEL OF THE BORROWER (AS DEFINED HEREIN) THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

COCONNECT, INC.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $16,860		Issuance Date: November 17, 2010

Interest Rate: 5%		Maturity Date: May 17, 2011

WHEREAS, prior to the Issuance Date, Brad M. Bingham, Esq. as an individual1 (the “Holder”) has advanced a total of $6,860.00 on behalf of CoConnect, Inc., a Nevada corporation (the “Borrower”) for general corporate expenses, with such amount maintained on the Borrower’s books and records and disclosed in its public company filings with the United States Securities and Exchange Commission. The Holder and the Borrower may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Borrower is in need of additional financing to cover expenses related to its public company filings, auditor reviews and legal expenses in connection with a recent complaint filed against the Borrower and has approached the Holder and requested an advance of $10,000.00 to cover such costs and expenses.

WHEREAS, the Holder has agreed to advance the Borrower an additional $10,000.00 to cover such costs and expenses, provided the Borrower issue the Holder a promissory note representing the original $6,860.00 currently owed to the Holder and the additional $10,000.00 to be advanced.

NOW, THEREFORE, in consideration of the $6,860.00 previously advanced, the $10,000.00 to be advanced and the mutual covenants and other agreements contained herein, and for good and valuable consideration, receipt of which is hereby acknowledged, the Borrower hereby issues this convertible promissory note and the Parties hereby agree as follows:

1 Issuance of Note. Upon the following terms and conditions, the Borrower hereby issues to the Holder, and the Holder hereby accepts from the Borrower, this convertible promissory note (the “Note”) in the aggregate principal amount of Sixteen Thousand Eight Hundred and Sixty Dollars ($16,860), convertible into shares of the Borrower's common stock, par value $0.01 per share (the “Common Stock”), due and payable on or before May 17, 2011 (the “Maturity Date”). Such amount shall represent and settle the $6,860.00 previously advanced and the $10,000 to be advanced to the Holder by the Borrower. The Borrower and the Holder are executing and delivering this Note in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D, and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

2. Interest. Beginning on the issuance date of this Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest, in arrears, at a rate per annum equal to five percent (5%), of the Note, payable upon the Maturity Date at the option of the Holder in (i) cash, or (ii) in registered shares of Common Stock. If Holder elects to receive interest in Common Stock, the price of the Common Stock shall be determined in accordance with Section 2 herein. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing on the Issuance Date. Nothi ng contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

3. Conversion of Note. The Holder shall have the right from and after 45 days following the Issuance Date of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, into fully paid and nonassessable shares of the common stock of the Borrower as such stock exists on the date of issuance of this Note, or is hereafter be changed or reclassified, at a “Conversion Price” equal to $0.00001124 per share; provided, however, the Holder shall not be entitled to convert an amount of the Note which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date; provided, however, the Holder may waive the limitations set forth herein with written notice of not less than sixty-one (61) days to the Borrower. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Parties have entered into a Security Agreement (a copy of which has been attached hereto as Exhibit A) whereby the Borrower has issued 1,500,000,000 shares of Common Stock to be held by the Holder as security against repayment or conversion of the Note.

4. Conversion Privileges; Procedure. The conversion privileges of this Note shall remain in full force and effect from and after 45 days following the Issuance Date of this Note and then at any time until this Note is fully paid Note is paid in full regardless of the occurrence of an Event of Default. In the event the Holder wishes to convert all or a portion of this Note pursuant to its terms, the Holder shall provide the Borrower notice of such conversion (a “Conversion Request”). Upon receipt of a Conversion Request, the Borrower shall have a thirty (30) day period in which they may: (i) convert all or a portion of th e Note pursuant to the Conversion Request; or (ii) elect to repay, in cash, the entire balance of the Note, plus any accrued interest and penalties in lieu of conversion. Such right to repay the note or effect a conversion upon receipt of a Conversion Demand shall lie completely and solely with the Borrower; provided, however, in the event no election is made by the Borrower within thirty (30) of a Conversion Request, the Conversion Request shall be effectuated.

The Holder shall have the right from and after 45 days following the Issuance Date of this Note and then at any time until this Note is fully paid

5. Default. The occurrence of any one of the following events shall constitute an “Event of Default”:

a. The non-payment by the Borrower of the required principal and interest payment due upon the Maturity Date;

b. The Borrower provides notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock;

c. The Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of five (5) business days;

d. The failure of the Borrower to deliver any shares of Common Stock upon conversion demand of the Holder within thirty (30) business days of a Conversion Request;

e. The commencement by the Borrower of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, dissolution, or liquidation law or statute or any jurisdiction, whether now or hereafter in effect; or the adjudication of the Borrower as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Borrower for, acquiescence in, or consent by the Borrower to, the appointment of any receiver or trustee for the Borrower or for all or a substantial part of the property of the Borrower; or the assignment by the Borrower for the benefit of creditors; or the written admission of the Borrower of its inability to pay its debts as they mature; and

f. The commencement against the Borrower of any proceeding relating to the Borrower under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Borrower consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Borrower or for all or a substantial part of the property of the Borrower, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Borrower.

6. Entire Agreement; Amendment. This Note and the Security Agreement contains the entire understanding and agreement of the Parties with respect to the matters covered hereby and, except as specifically set forth herein or in the Security Agreement, neither the Borrower nor any Holder make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Note may be waived or amended other than by a written instrument signed by the Borrower and the Holder. Any amendment or waiver effected in accordance with this Section s hall be binding upon the Holder (and their permitted assigns) and the Borrower.

7. General Indemnity. The Borrower agrees to indemnify the Holder and hold it harmless against any losses, claims, damages or liabilities incurred by the Holder, in connection with, or relating in any manner, directly or indirectly, to the Holder in connection with the Note. Additionally, the Borrower agrees to reimburse the Holder immediately for any and all expenses, including, without limitation, attorney fees, incurred by the Holder in connection with investigating, preparing to defend or defending, or otherwise being involved in, any lawsuits, claims or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, from the Note (as defendant, nonpa rty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action). The Borrower further agrees that the indemnification and reimbursement commitments set forth in this paragraph shall extend to any controlling person, strategic alliance, partner, member, shareholder, director, officer, employee, agent or subcontractor of the Holder and their heirs, legal representatives, successors and assigns. The provisions set forth in this Section shall survive any termination of this Note.

8. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, by telecopy, e-mail or facsimile transmission at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whi chever shall first occur.

9. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California without reference to applicable conflict of law principles. All Parties consent to the exclusive jurisdiction of the state court sitting in North San Diego County, California in any action, suit or other proceeding arising out of or relating to this Note and each Party irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such cou rt is an inconvenient forum. EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS NOTE IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY HERETO. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Note shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

10. Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. This Note, and all of the terms and conditions described herein, is assignable and may be transferred sold, or pledged, hypothecated or otherwise granted as security freely by the Holder. The Borrower may not assign any of its obligations under this Note without the consent of the Holder.

11. Counterparts. This Note may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each Party and delivered to the other Parties hereto, it being understood that all Parties need not sign the same counterpart.

12. Further Assurances. From and after the date of this Note, upon the request of the Holder or the Borrower, the Borrower and the Holder shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Note

13. Conflicts of Interest. The Parties to this Note acknowledge that there may be a possible inherent conflict of interest considering the fact the Holder is also the Chief Executive Officer and a director of the Borrower. As such, both Parties acknowledge the possibility of a conflict of interest and the Holder has abstained from voting for or approving of the issuance of the Note and related Security Agreement. Such transaction has been approved by a majority of the remaining directors and the Borrower’s President and the possible conflict of interest is hereby waived in full by the Borrower.

14. Acknowledgments and Assent. The Parties individually and collectively acknowledge that they have been given adequate time to consider this Note and that they were advised to consult with an independent attorney prior to signing this Note and that they have in fact consulted with counsel of their own choosing prior to executing this Note. The Parties agree that they have read this Note and understand the content herein, and freely and voluntarily assent to all of the terms herein.

***SIGNATURE PAGE FOLLOWS***

SIGNATURE PAGE

IN WITNESS WHEREOF, the Borrower has signed this Note and delivered it as of the date first set forth above.

	COCONNECT, INC. A Nevada corporation /s/ Marc S. Applbaum
	By: Marc S. Applbaum Its: President

LIST OF EXHIBITS

Exhibit A…………Security Agreement

1 As of the Issuance Date, Mr. Bingham holds the position of Director and Chief Executive Officer of CoConnect, Inc. Mr. Bingham has been issued this Note in his capacity as Holder and not as a director or officer of CoConnect, Inc.

EX-10.2 3 ex102.htm EXHIBIT 10.2 ex102.htm

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the “Agreement”) is dated as of November 17, 2010 (the “Effective Date”) and entered into by and between CoConnect, Inc., a Nevada corporation, (the “Debtor”) and Brad M. Bingham, Esq., as an individual1 (the “Holder”) (The Debtor and Holder may be referred to hereinafter individually as a “Party” and collectively as the “Parties”)

RECITALS

WHEREAS, the Holder has loaned the Debtor a total of Sixteen Thousand Eight Hundred and Sixty Dollars ($16,860 and the “Loan”) which has been codified and evidenced by a convertible promissory note in such principal amount (the “Note,” a copy of which has been attached hereto as Exhibit A.)

WHEREAS, it is a condition precedent to the Holder making any loans or otherwise extending credit to the Debtor under the Note that the Debtor execute and deliver to the Holder, a security agreement in substantially the form hereof.

WHEREAS, the Parties wish to secure the Note through the issuance of shares of the Debtor’s common stock, par value $0.01 (the “Common Stock”) to be held by the Holder as security against the Note more fully described and explained herein.

NOW, THEREFORE, in consideration of the Loan made by Holder to Debtor and for other good and valuable consideration, and as security for the performance by Debtor of its obligations under the Note and as security for the repayment of the Loan and all other sums due from Debtor to Holder arising under the Note presently outstanding or to be outstanding in the future (collectively, the “Obligations”), Debtor, for good and valuable consideration, receipt of which is acknowledged, has agreed to grant to the Holder a security interest in the Collateral (defined below), on the terms and conditions hereinafter set forth.

AGREEMENT

1. Grant of General Security Interest in Collateral. The Note, pursuant to its terms and conditions, is convertible into a total of 1,500,000,000 shares of Common Stock (the “Conversion Shares”). As security for the Obligations of Debtor, Debtor shall issue the Holder and grant a security interest (the “Security Interest”) in the Conversion Shares, together with all proceeds, replacements, substitutions, newly issued stock, stock received by reason of a stock split, bonus or any other form of issue, dividend or distribution wit h respect to or arising from such capital stock (referred to hereinafter as the “Collateral”). The Conversion Shares shall be issued in certificate form in the Holder’s name and shall be held by the Holder as security against the Note pursuant to the terms and conditions of this Agreement.

2. Ownership Status of Collateral; Transfer of Conversion Shares. Although the Conversion Shares shall be issued in the Holder’s name and held as security and collateral against the payment of the Note, the Conversion Shares may not be sold, pledged, transferred or hypothecated by the Holder unless and until the Holder elects to convert the Note pursuant to its terms and conditions into the Conversion Shares, or unless agreed upon in writing by both Parties.

3. Voting Rights; Proxy. Following the issuance of the Conversion Shares as security pursuant to this Agreement and prior to the conversion of the Note into the Conversion Shares, if any, in the event of a CoConnect, Inc. shareholder vote, the Conversion Shares held as Collateral shall be voted with the majority vote of any such shareholder vote and action and the Holder hereby grants an irrevocable proxy to the Debtor to vote the shares as such. Following conversion of the Note, the Conversion Shares may be voted by the Holder as they see fit.

4. Protection of Security. The Debtor shall, at its cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Holder in the Collateral and the priority thereof against any lien.

5. Stock Adjustments and Dividends. If during the term of this Agreement, any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Debtor or any option included within the Conversion Shares is exercised, or both, all new, substituted and additional shares, or other securities, issued by reason of any such change or exercise shall be delivered to and held by Holder under the terms of this Agreement in the same manner as the Conversion Shares originally pledged hereunder. If during the term of this Agreement, any dividend or other distribution is made on account of the Conversion Shares, the Debtor shall immediately deliver al l such dividends or other distributions to Holder in the same form received and in the same manner as the Conversion Shares pledged hereunder.

6. Term. This Agreement shall remain in full force and effect until the Debtor has satisfied all of the Obligations in full to Holder either through repayment of the Note or conversion of the Note into the Conversion Shares. In the event of repayment of the Note, the Holder shall return to the Debtor all stock certificates relating to this Agreement.

7. Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of Debtor, Holder, and their respective successors and assigns. Holder may sell, assign, transfer and/or grant participations in any or all of its rights hereunder to any other person, firm, association, corporation or other entity.

8. Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to applicable conflict of law principles. All Parties consent the exclusive jurisdiction of the California state court sitting in North San Diego County, California in any action, suit or other proceeding arising out of or relating to this Agreement, and each Party irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such cour t or that such court is an inconvenient forum. EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY HERETO. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9. General Indemnity. The Debtor agrees to indemnify the Holder and hold it harmless against any losses, claims, damages or liabilities incurred by the Holder, in connection with, or relating in any manner, directly or indirectly, to the Holder in connection with the Note and the Agreement. Additionally, the Debtor agrees to reimburse the Holder immediately for any and all expenses, including, without limitation, attorney fees, incurred by the Holder in connection with investigating, preparing to defend or defending, or otherwise being involved in, any lawsuits, claims or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, from the Note and th e Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action). The Debtor further agrees that the indemnification and reimbursement commitments set forth in this paragraph shall extend to any controlling person, strategic alliance, partner, member, shareholder, director, officer, employee, agent or subcontractor of the Holder and their heirs, legal representatives, successors and assigns. The provisions set forth in this section shall survive any termination of the Note or the Agreement.

10. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first oc cur.

11. No Modification. This Agreement may not be modified except by a writing signed by all Parties.

12. Incorporation By Reference. All of the terms and conditions, including, without limitation, the warranties, representations, covenants, agreements and default provisions of the Note are incorporated herein by this reference.

13. Acknowledgments and Assent. The Parties individually and collectively acknowledge that they have been given adequate time to consider this Agreement and that they were advised to consult with an independent attorney prior to signing this Agreement and that they have in fact consulted with counsel of their own choosing prior to executing this Agreement. The parties agree that they have read this Agreement and understand the content herein, and freely and voluntarily assent to all of the terms herein.

***SIGNATURE PAGE FOLLOWS***

SIGNATURE PAGE

IN WITNESS WHEREOF, intending to be legally bound, the Parties have caused this Agreement to be executed as of the date first above written.

DEBTOR:

CoConnect, Inc.

/s/ Marc S. Applbaum

___________________________

By: Marc S. Applbaum

Its: Chief Executive Officer

HOLDER:

Brad M. Bingham, Esq.

/s/ Brad M. Bingham

___________________________

By: Brad M. Bingham, Esq.

An individual

EXHIBIT A

Convertible Promissory Note

1 As of the Effective Date, Mr. Bingham holds the position of Director and Chief Executive Officer of CoConnect, Inc. Mr. Bingham has executed this Agreement in his capacity as Debtor and not as a director or officer of CoConnect, Inc.

EX-10.3 4 ex103.htm EXHIBIT 10.3 ex103.htm

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of September 29, 2010 (the “Effective Date”), by and between Marc S. Applbaum, Esq., an individual, (the “Employee”) and CoConnect, Inc., a Nevada corporation (the “Company”).

RECITALS

WHEREAS, the Company requires the Services (as defined herein) as set forth herein;

WHEREAS, Employee is qualified to provide the Company with the Services and is desirous to perform such Services for the Company; and

WHEREAS, the Company wishes to induce Employee to provide the Services and wishes to contract with Employee regarding the same and compensate Employee in accordance with the terms herein;

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein and with the intent to be legally bound, it is hereby agreed as follows:

1. Position. During the term of this Agreement, the Company will employ Employee, and Employee will serve the Company in the capacity of President of the Company.

2. Duties. The Employee will perform the duties of the President of the Company as such position is described by the Bylaws of the Company, together with such additional reasonably related duties assigned by the Board of Directors; provided, however, the Employee shall not be empowered to take any of the following actions without prior written approval by the Board of Directors:

Hire and/or fire any Company officer, employee, agent or subcontractor;

Enter into any agreement to encumber the Company in any form in excess of $100;

Enter into any executory, merger or acquisition agreement;

Sell, transfer or otherwise dispose of any of any Company assets;

Issue any debt or equity interest in the Company, including, but not limited to, common stock, preferred stock, warrants, notes, debt instruments of any kind, convertible notes or any other debt or securities (or otherwise enter into agreements to issue any debt or securities);

3. Service. Except with respect to the matters specified below, Employee will devote sufficient working time and efforts to adequately attend the business and affairs of the Company. However, Employee will not work full time and the Company agrees that Employee may have other outside business activities.

4. Term of Agreement. Subject to Section 6 of this Agreement, the Company agrees to continue the Employee's employment, and the Employee agrees to remain in the employ of the Company, pursuant to the terms of this Agreement for a period of 12 months (the “Term”), unless the Employee’s employment is earlier terminated pursuant to the provisions of this Agreement. The Employee represents that he has read and reviewed all public filings made available by the Company, including those filed with the United States Securities and Exchange Commission’s EDGAR filing service (www.sec.gov) and understan ds that the Company maintains questionable financial stability which may affect the prospects of a continuing employment relationship pursuant to this Agreement.

5. Compensation.

5.1 Base Salary. Employee shall receive a salary of $400.00 per month (the “Base Salary”), in accordance with the general payroll practices of the Company.

5.2 Expenses. The Company will reimburse the Employee for all reasonable and necessary expenses incurred by the Employee in connection with the Company's business; provided, however, all reimbursable expenses shall require prior approval by the Board of Directors or CEO of the Company prior to the time such expenses are incurred.

6. Termination. Employee's employment with the Company pursuant to this Agreement may be terminated by either party at anytime for any reason whatsoever with five (5) days prior notice. In the event of a termination hereunder, Employee shall be entitled to all any Base Salary earned, due and payable up to the date of such termination.

7. Nondisclosure. Employee acknowledges that during the course of his employment by the Company, the Company will provide, and Employee will acquire, knowledge of special and unique value with respect to the Company's business operations, including, by way of illustration, the Company's existing and contemplated product line, chemical formulas, chemical process, trade secrets, compilations, business and financial methods or practices, plans, hardware and software technology products, systems, programs, projects and know-how, pricing, cost of providing service and equipment, operating and maintenance costs, marketing and selling techniques and information, customer data, customer names and address es, customer service requirements, supplier lists, and confidential information relating to the Company's policies, employees, and/or business strategy (all of such information herein referenced to as the “Confidential Information”). Employee recognizes that the business of the Company is dependent upon Confidential Information and that the protection of the Confidential Information against unauthorized disclosure or use is of critical importance to the Company. Employee agrees that, without prior written authorization of the Company’s Board of Directors, and pursuant to the Mutual Non-Disclosure and Non-Circumvention Agreement attached hereto as Exhibit A, Employee will not, during his employment, divulge to any person, directly or indirectly, except to the Company or its officers and agents or as reasonably required in connectio n with Employee’s duties on behalf of the Company, or make any independent use of, except on behalf of the Company, any of the Company's Confidential Information, whether acquired by Employee during his employment or not. Employee further agrees that Employee will not, at any time after his employment has ended, use or divulge to any person directly or indirectly any Confidential Information, or use any Confidential Information in subsequent employment of any nature. If Employee is subpoenaed, or is otherwise required by law to testify concerning Confidential Information, Employee agrees to notify the Company upon receipt of a subpoena, or upon belief that such testimony shall be required. This nondisclosure provision shall survive the termination of this Agreement for any reason. Employee acknowledges that the Company would not employ Employee but for his covenants and promises contained in this Section 7 and throughout this Agreement.

8. IP Protection Section. Employee agrees that any and all products, inventions, writings or any other intellectual property produced at any time during the term hereof by the Employee as a part of the performance of his duties hereunder related to the products the Company produces are and will be the sole property of the Company, and that the Company will have the exclusive rights to such intellectual property in any country.

9. Return of Documents. Employee agrees that if Employee’s relationship with the Company is terminated (for whatever reason), Employee shall not remove or take with Employee, but will leave with the Company or return to Company, all Confidential Information, records, files, data, memoranda, reports, customer lists, customer information, product information, price lists, documents and other information, in whatever form (including on computer disk), and any and all copies thereof, or if such items are not on the premises of the Company, Employee agrees to return such items immediately upon Employee's termination or the request of the Company. Employee acknowledges that all such it ems are and remain the property of the Company.

10. No Interference or Solicitation. Employee agrees that during his employment, and for a period of two (2) years following the termination of his employment (for whatever reason), that neither he nor any individual, partner(s), limited partnership, corporation or other entity or business with which he is in any way affiliated, including, without limitation, any partner, limited partner, director, officer, shareholder, employee, or agent of any such entity or business, will: (i) request, induce or attempt to influence, directly or indirectly, any employee of the Company to terminate their employment with the Company; or (ii) employ any person who as of the date of this Agre ement was, or after such date is or was, an employee of the Company. Employee further agrees that during the period beginning with the commencement of Employee’s engagement with the Company and ending two (2) years after the termination of Employee’s employment with the Company (for whatever reason), he shall not, directly or indirectly, as an employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity of the Company or of any other person, entity or business, solicit or encourage any present or future customer, supplier, contractor, partner or investor of the Company to terminate or otherwise alter his, his or its relationship with the Company. This provision shall survive the termination of this Agreement for any reason.

11. Non-Competition Clause. During the term of his employment under this Agreement, Employee shall not directly or indirectly, as an owner, partner, shareholder, employee, consultant, or in any similar manner, engage in any activity competitive with or adverse to the business in which the Company is engaged at the time. Following a termination pursuant to Section 6 herein, Employee covenants that he shall not, for two (2) years following such termination, directly or indirectly as an owner, partner, shareholder, employee, consultant, or in any similar manner, engage in any business activity or venture in direct competition with the Company, in the same type of business as the Company is eng aged at the time of the termination, it being understood that the competitive nature of any other ownership, employment, consultation or other activity shall be determined in good faith by the Board of Directors of the Company. This provision shall survive the termination of this Agreement for any reason.

12. Injunctive Relief. Employee acknowledges and agrees that the agreements and covenants contained in this Agreement are essential to protect the Confidential Information, business, and goodwill of the Company. Employee further acknowledges that the breach of any of the agreements contained herein will give rise to irreparable injury to the Company, inadequately compensable in damages. Accordingly, the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies which may be available. Employee further acknowledges and agrees that in the event of the termination of Employee's employment with the Company, whether voluntary or involuntary, that the enforcement of a remedy hereunder by way of injunction shall not prevent Employee from earning a reasonable livelihood. Employee further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content.

13. Miscellaneous.

13.1 Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, then the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable and to the extent that to do so would not deprive one of the parties of the substantial benefit of its bargain. Such provision shall, to the extent allowable by law and the preceding sentence, be modified by such court so that it becomes enforceable and, as modified, shall be enforced as any other provision hereof, all the other provisions continuing in full force and effect.

13.2 No Waiver. The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.

13.3 No Assignment. This Agreement and all rights hereunder are personal to Employee and may not be transferred or assigned by Employee at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, provided, however, that any such assignee assumes the Company's obligations hereunder.

13.4 Withholding. All sums payable to Employee hereunder may be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law.

13.5 Entire Agreement. This Agreement constitutes the entire and only agreement between the parties relating to employment of Employee with the Company, and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect thereto.

13.6 Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto.

13.7 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by telecopier, sent by registered first class mail, postage pre-paid, or sent by nationally recognized express courier service.

13.8 Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the respective parties hereto.

13.9 Headings. The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement.

13.10 Counterparts and Fax Signatures. This Agreement may be executed by Fax and in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement.

13.11 Governing Law. The subject matter of this Agreement shall be governed by and construed in accordance with the laws of the State of California (without reference to its choice of law principles), and to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE COURTS LOCATED IN THE NORTH COUNTY OF SAN DIEGO, CALIFORNIA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO TRIABLE.

13.12 Attorneys' Fees. In the event of any claim, demand or suit arising out of or with respect to this Agreement, each party shall be responsible for their respective costs and attorneys' fees, including any such costs and fees upon appeal, regardless of the outcome of the claim, demand or suit.

***SIGNATURE PAGE FOLLOWS***

SIGNATURE PAGE

IN WITNESS WHEREOF, the Company and Employee have executed this Employment Agreement as of the date first above written.

COMPANY COCONNECT, INC. a Nevada corporation		EMPLOYEE MARC S. APPLBAUM an individual
/s/ Brad M. Bingham		/s/ Marc S. Applbaum
By: Brad M. Bingham, Esq. Its: Chief Executive Officer		By: Marc S. Applbaum An individual

A FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE

THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE SAME

EXHIBIT A

Mutual Non-Disclosure and Non-Circumvention Agreement

THIS MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (the “Agreement”) is made effective and executed as of September 29, 2010 by and between (i) CoConnect, Inc. (hereinafter “Company” and a “Party”) and (ii) Marc S. Applbaum (hereinafter collectively referred to as “Employee” and a “Party”) in an effort to assure the protection and preservation of the confidential and/or proprietary nature of information and certain relationships disclosed or made av ailable, or to be disclosed or made available, to each other in connection with certain discussions and/or negotiations with respect to the subject or subjects summarized and so stated below, and to prevent business and financial circumvention by Employee with respect to an Company Protected Party (as defined below). Employee and Company may be referred to hereinafter collectively as the “Parties.”

WHEREAS the Parties desire to assure the confidential status of the information which may be disclosed to each other;

NOW, THEREFORE, in reliance upon and in consideration of the following undertakings, the Parties agree as follows:

Subject to the limitations set forth in Paragraph 2, all information disclosed to Employee shall be deemed "Proprietary Information." In particular, Proprietary Information shall be deemed to include any information disclosed, including but not limited to a Company marketing technique, publicity technique, public relations technique, process, algorithm, program, design, drawing, formula, or test data research, work in progress, future development, engineering, manufacturing, marketing, servicing, financing, present or future products, sales, suppliers, clients, customers, employees, investors, consultants, financial and investment banking, market making relationships or business or personal matter relating to the disclosing Party, whether in whole or in part, oral, written, graphic, or in an electronic form.

The term "Proprietary Information" shall not be deemed to include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of Employee, generally known or available information; (ii) is known by Employee at the time of receiving such information as evidenced by its records; (iii) is hereafter furnished to Employee by a third party, as a matter of right and without restriction on non-disclosure; (iv) is independently developed by Employee without reference to the information disclosed hereunder; or (v) is the subject of a written permission to disclose provided by the Company.

Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:

a.	Is in response to a valid order of a Court or other governmental body of the United States of America, or any other political subdivision thereof;

b.	Is otherwise required by law; or

c.	Is otherwise necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary.

In the event that the Employee is requested in any proceedings before a court or any governmental body to disclose Proprietary Information, it shall give the Company prompt notice of such request so that the Company may seek an appropriate protective order. If in the absence of a protective order, the Employee is nonetheless compelled to disclose Proprietary Information, the Employee may disclose such information without liability hereunder; provided however, that the Employee gives the Company advanced written notice of the information to be disclosed and upon the request and at the expense of the Company, uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.

The Employee shall maintain trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from the Company. The Employee may use such Proprietary Information in the extent required to accomplish the purpose of the discussions with respect to the subject. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of a valid law or regulation, including without limitation, export control law of the United States of America. No other rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.

4.	Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.

The responsibilities of the Employee are limited to using its best efforts to protect the Proprietary Information received with the same degree of care used to protect their own Proprietary Information from unauthorized use or disclosure. The Employee shall advise its employees or agents who might have access to such Proprietary Information of the confidential nature of said Proprietary Information and that by receiving such information, they are agreeing to be bound by this Agreement. No Proprietary Information shall be disclosed to any officer, employee, or agent of the Employee who does not have a need for such information for the purpose of the discussions which are the subject of this Agreement.

All Proprietary Information (including all copies thereof) shall remain the property of the Company and shall be returned to the disclosing Company after the Employee’s need for such information has expired, or upon request by the Employee, and in any event, upon completion or termination of this Agreement. The Employee further agrees to destroy all notes and copies thereof made by its officers and employees containing or based on any Proprietary Information and to cause all agents and representatives to whom or which Proprietary Information has been disclosed to destroy all notes and copies in their possession that contain Proprietary Information.

7.	This Agreement shall survive any termination of the discussions which are the subject of this Agreement, and shall continue in full force and effect until such time as Parties mutually agree to terminate it.

This Agreement shall be governed by the laws of the United States of America, and as those laws that are applied to contracts entered into and to be performed in all states. Should any revision or part of this Agreement be determined to be void, invalid, or otherwise unenforceable by any Court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

This Agreement and the Employment Agreement between the Company and the Employee as of the date herewith (the “Employment Agreement”), contains the full and final, complete and exclusive terms of the Parties relating to the subject from which this Agreement was created. This Agreement and the Employment Agreement shall supersede any prior agreement, whether oral or written. This Agreement and the Employment Agreement may not be changed and or otherwise modified or amended except with a subsequent written instrument executed by both/all Parties.

10.

Each Party acknowledges and agrees that in the event of any breach by either Party, including without limitations, the actual or threatened disclosure of the Company’s Proprietary Information without the prior express written consent of the Company, the Company will suffer irreparable damage and injury such that no remedy at law will afford adequate protection against or appropriate compensation for such injury. Accordingly, the Employee hereby agrees that the Company shall be entitled to specific performance of under this Agreement. As well, further injunctive relief may be sought, and granted by a Court of competent jurisdiction.

11.

Non-Circumvention. During this Agreement, and for a period of no less than two years after its termination, if Employee engages in any financial or other business transaction with any Company Protected Party (as defined below), then Employee shall pay Company, immediately upon the closing of that transaction, compensation (in cash and equity) equal to the amount of financial benefit gained by Employee. The term “Company Protected Party” shall mean generally, any person or entity that either Company introduces to Employee in connection with this Agreement or the Employment Agreement, or a third party person or entity that has a business or other affiliation with any person or entity that Company introduces to Employee in connection with Company’s services u nder this Agreement.

***SIGNATURE PAGE FOLLOWS***

SIGNATURE PAGE

IN WITNESS WHEREOF the Parties have executed this Mutual Non-Disclosure and Non-Circumvention Agreement effective as of the day and year first above written.

COCONNECT, INC. /s/ Brad M. Bingham __________________________ By: Brad M. Bingham, Esq. Its: Chief Executive Officer	EMPLOYEE /s/ Marc S. Applbaum __________________________ By: Marc S. Applbaum An individual

A FACSIMILE COPY OF THIS AGREEMENT

SHALL HAVE THE SAME LEGAL EFFECT

AS AN ORIGINAL OF THE SAME

EX-31.1 5 ex311.htm EXHIBIT 31.1 ex311.htm

CERTIFICATION

I, Brad M. Bingham, Esq., certify that:

1. I have reviewed this Form 10-Q of CoConnect, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

November 18, 2010

/s/ Brad M. Bingham, Esq.

By: Brad M. Bingham, Esq.

Its: Interim Chief Executive Officer

EX-31.2 6 ex312.htm EXHIBIT 31.2 ex312.htm

CERTIFICATION

I, Brad M. Bingham, Esq., certify that:

1. I have reviewed this Form 10-Q of CoConnect, Inc. (the “Company”);

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

November 18, 2010

/s/ Brad M. Bingham, Esq.

By: Brad M. Bingham, Esq.

Its: Interim Principal Accounting Officer

EX-32.1 7 ex321.htm EXHIBIT 32.1 ex321.htm

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of CoConnect, Inc., a Nevada corporation, (the “Company”) on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brad M. Bingham, Esq., Interim Chief Executive Officer of the Company, certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brad M. Bingham, Esq.

Brad M. Bingham, Esq.

Interim Chief Executive Officer

November 18, 2010

EX-32.2 8 ex322.htm EXHIBIT 32.2 ex322.htm

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of CoConnect, Inc., a Nevada corporation, (the “Company”) on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brad M. Bingham, Esq., Interim Principal Accounting Officer of the Company, certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brad M. Bingham, Esq.

Brad M. Bingham, Esq.

Interim Principal Accounting

November 18, 2010

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