Edgar Filing: COCONNECT INC

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB


X	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2005


	Or


	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


	0-26533
	(Commission File No.)

COCONNECT, INC.

(Formerly Advanced Wireless Communications, Inc.)

(name of small business issuer in its charter)


	Nevada		63-1205304
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	480 E. 6400 S., Ste 230, Salt Lake City, Utah		84107-7595
	(Address of principal executive offices)		(Zip Code)

	As of June 30, 2005, the Registrant had 16,252,255 shares of Common Stock, $0.001 par value outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.[ ]

COCONNECT, INC.

(FORMERLY ADVANCED WIRELESS COMMUNICATIONS, INC.)

FORM 10-QSB

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

Balance Sheets, September 30, 2005

and December 31, 2004 (unaudited)

Condensed Statement of Loss for the Three Months

ended September 30, 2005 and 2004 (unaudited)

Condensed Statement of Loss for the Nine Months

ended September 30, 2005 and 2004 (unaudited)

Condensed Statements of Cash Flows for the Nine Months

ended September 30, 2005 and 2004 (unaudited)

Notes to Condensed Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Item 3.

Controls and Procedures

Part II – OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Changes in Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements


CoConnect, Inc.
Balance Sheets


ASSETS


			September 30,	December 31,
			2005	2004
			(Unaudited)

CURRENT ASSETS

	Cash and cash equivalents		$ -	$ 6,634
	Prepaid expenses		5,000	14,650

		Total Current Assets	5,000	21,284

PROPERTY AND EQUIPMENT, net			18,011	-

OTHER ASSETS

	Deposits		7,825	7,825
	Notes receivable		1,035,357	20,000
	Intangible assets		361,300	361,300

		Total Other Assets	1,404,482	389,125

		TOTAL ASSETS	$ 1,427,493	$ 410,409

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


CoConnect, Inc.
Balance Sheets (Continued)


LIABILITIES AND STOCKHOLDERS' EQUITY


			September 30,	December 31,
			2005	2004
			(Unaudited)

CURRENT LIABILITIES

	Bank overdraft		$ 922	$ -
	Accounts payable		112,025	3,403
	Accrued interest payable		156,230	137,848
	Accrued expenses		2,600	2,600
	Notes payable - related parties		145,951	-
	Notes payable		337,000	175,000

		Total Current Liabilities	754,728	318,851

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

	Common stock, par value $0.001 per share;
	50,000,000 shares authorized; 16,252,255 and
	15,047,755 shares issued and outstanding,
	respectively		16,252	15,048
	Additional paid-in capital		8,866,919	7,687,568
	Accumulated deficit		(8,210,406)	(7,611,058)

		Total Stockholders' Equity	672,765	91,558

		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY	$ 1,427,493	$ 410,409

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


CoConnect, Inc.
Statements of Operations
(Unaudited)


			For the Three Months Ended
			September 30,
			2005	2004

REVENUES			$ -	$ -

OPERATING EXPENSES

	Consulting expenses		82,233	-
	General and administrative		63,624	22,000

		Total Operating Expenses	145,857	22,000

NET OPERATING LOSS			(145,857)	(22,000)

OTHER EXPENSE

	Interest expense		(8,646)	(5,000)

		Total Other Expense	(8,646)	(5,000)

NET LOSS			$ (154,503)	$ (27,000)


BASIC LOSS PER COMMON SHARE			$ (0.01)	$ (0.01)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			16,252,255	4,062,845

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


CoConnect, Inc.
Statements of Operations (Continued)
(Unaudited)


			For the Nine Months Ended
			September 30,
			2005	2004

REVENUES			$ -	$ -

OPERATING EXPENSES

	Consulting expenses		286,865	-
	General and administrative		287,290	94,000

		Total Operating Expenses	574,155	94,000

NET OPERATING LOSS			(574,155)	(94,000)

OTHER EXPENSE

	Interest expense		(25,193)	(16,000)

		Total Other Expense	(25,193)	(16,000)

NET LOSS			$ (599,348)	$ (110,000)


BASIC LOSS PER COMMON SHARE			$ (0.04)	$ (0.03)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			16,035,746	4,062,845

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


CoConnect, Inc.
Statements of Cash Flows
(Unaudited)


			For the Nine Months Ended
			September 30,
			2005	2004
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss			$ (599,348)	$ (110,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
	Depreciation		2,555	-
Changes in operating assets and liabilities:
	Prepaid expenses		9,650	-
	Accounts payable		108,622	(65,000)
	Accrued interest and expenses		18,382	55,000

		Net Cash Used in Operating Activities	(460,139)	(120,000)

CASH FLOWS FROM INVESTING ACTIVITIES:

	Increase in notes receivable		(1,015,357)	-
	Proceeds from the sale of intangible assets		-	120,000
	Purchases of fixed assets		(20,566)	-

		Net Cash Provided (Used) by Investing Activities	(1,035,923)	120,000

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


CoConnect, Inc.
Statements of Cash Flows (Continued)
(Unaudited)


		For the Nine Months Ended
		September 30,
		2005	2004


Increase in bank overdraft		922	-
Common stock issued for cash		1,245,000	-
Stock offering costs		(114,445)	-
Proceeds from notes payable - related parties		165,600	-
Payments on notes payable - related parties		(19,649)	-
Proceeds received on notes payable		212,000	-

	Net Cash Provided by Financing Activities	1,489,428	-

		(6,634)	-

		6,634	-

		$ -	$ -





	Interest	$ -	$ -
	Income taxes	$ -	$ -



	Note payable converted into common stock	$ 50,000	$ -

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

CoConnect, Inc.

Notes to the Condensed Financial Statements

September 30, 2005 and December 31, 2004

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2004 included in its Form 10-KSB. Operating results for the nine months ended September 30, 2005 are not necessarily indicative of the results to be expected for the year ending December 31, 2005.

NOTE 2 -

MATERIAL EVENTS

Organization

The Company (formerly Advanced Wireless Communications, Inc.) changed its name to CoConnect, Inc. on January 31, 2005.

Acquisition of Heritage Communications, Inc. and Rescission of Agreement

On January 28, 2005, the Company executed a Share Exchange Agreement (the “Agreement”) with Heritage Communications, Inc. (“Heritage”) and its shareholders. The Company acquired all of the outstanding shares of Heritage in exchange for 30 million shares of the Company’s common stock as provided by the Agreement.

As part of the Agreement, Heritage provided warranties and representations that, among other items, it had no undisclosed outstanding indebtedness and that it had filed all federal, state and local tax returns which were required and that Heritage had paid all taxes, interest and penalties, if any, due and payable related to its tax liabilities. Subsequent to the Agreement being executed, the Company determined that material omissions and misrepresentations had been made by Heritage. As a result of these omissions and misrepresentations, the Company rescinded the Agreement on July 14, 2005. As a result of the rescission, the Company cancelled the 30 million shares of common stock previously issued to the shareholders of Heritage.

CoConnect, Inc.

Notes to the Condensed Financial Statements

September 30, 2005 and December 31, 2004

NOTE 2 -

MATERIAL EVENTS (Continued)

Notes Payable & Notes Payable – Related Parties

During the nine months ended September 30, 2005, the Company has received additional loans totaling $327,600. The Company has made payments of $19,649 on these new loans. These new loans bear interest at 8% and are due on demand. The balance due for the notes payable and notes payable – related parties is $337,000 and $145,951, respectively, as of September 30, 2005.

Convertible Note Payable

The Company issued a convertible promissory note on March 20, 2005 in exchange for $50,000. The note is convertible into common stock of the Company at the rate of $0.50 per share at the option of the note holder. The note bears interest at the rate of one tenth of one percent (0.1%) per annum. The note was due on or before April 30, 2005. The note holder converted the entire balance into 100,000 shares of common stock on April 7, 2005.

Common Stock Issuances

During the nine months ended September 30, 2005, the Company issued 1,104,500 shares of its common stock for cash of $1,245,000. The Company also incurred stock offering costs of $114,445 related to these stock issuances which have been recorded as a reduction of additional paid-in capital.

Notes Receivable

The Company has made advances to Heritage Communications, Inc. (see explanation of relationship above) totaling $1,035,357. These advances have no formal repayment terms; however, the Company expects to be able to collect the balance.

Lawsuits

The Company is currently involved in various lawsuits with Heritage related to the Share Exchange Agreement and the termination thereof. The Company is involved as both a plaintiff and a defendant. The lawsuits are in their initial stages and the outcomes of such are undeterminable at the present time.

Item 2. Management's Discussion and Analysis or Plan of Operation.

We are in the business of developing, deploying, and or acquiring wireless technology, which currently remains under development.

We have had no revenues in the past several years. However, we are continuing to work on developing wireless technology and products. As we expand our product offerings, we hope to develop a model whereby we derive revenue from a combination of products, acquisitions and joint ventures.

On January 28, 2005, the Company executed a Share Exchange Agreement (the "Agreement") with Heritage Communications, Inc. ("Heritage") and its shareholders. The Company acquired all of the outstanding shares of Heritage in exchange for 30 million shares of the Company's common stock as provided by the Agreement.

As part of the Agreement, Heritage provided warranties and representations that, among other items, it had no undisclosed outstanding indebtedness and that it had filed all federal, state and local tax returns which were required and that Heritage had paid all taxes, interest and penalties, if any, due and payable related to its tax liabilities. On or about July 6, 2005, the Company determined that material omissions and misrepresentations had been made by Heritage. As a result of these omissions and misrepresentations, the Company rescinded the Agreement on July 14, 2005 (the "Rescission"). As a result of the Rescission, the Company cancelled the 30 million shares of common stock previously issued to the shareholders of Heritage.

Given that the Rescission is the subject of litigation, it is possible that a change of control of the Company could occur in the event that the litigation is resolved in favor of the shareholders of Heritage. See Part II, Item 1 "Legal Proceedings".

Our operations are currently funded by capital funding.

Results of Operations

The following discussion should be read in conjunction with selected financial data and the financial statements and notes to financial statements.

Selected Financial Information


			Three months ended
			September 30,
			2005							2004
Revenue, net			$			0				$			0

Gross profit (loss)						0							0

Operating loss						(145,857		)					(22,000			)

Other income (expense)						(8,646		)					(5,000			)

Net income (loss)						(154,503		)					(27,000			)
		Nine months ended
		September 30,
		2005							2004
Revenue, net		$			0				$			0

Gross profit (loss)					0							0

Operating loss					(574,155		)					(94,000			)

Other income (expense)					(25,193		)					(16,000			)

Net income (loss)					(599,348		)					(110,000			)
	September 30, 2005										December 31, 2004
Balance Sheet Data:

Cash and Cash Equivalents	$			0							$			6,634

Total Current Assets				5,000										21,284

Total Assets				1,427,493										410,409

Total Current Liabilities				754,728										318,851

Total stockholders equity	$			672,765							$			91,558

Discussion

We had no revenues for the nine months ended September 30, 2005. Management believes that it will begin generating significant revenues from its operations during the first quarter of 2006

Our operating expenses totaled $574,155 during the first nine months of 2005, compared to $94,000 during the first nine months of 2004. This dramatic increase in operating expenses is attributable to the acquisition and subsequent rescission of Heritage and the accompanying increases in office and staff expenses. We anticipate that our general and administrative expenses will remain fairly constant during the next several quarters, while we anticipate that our total revenues during such period will increase.

Liquidity and Capital Resources

At September 30, 2005, we had no cash or cash equivalents, as compared to approximately $6,634 at December 31, 2004.

We raised gross proceeds of $1,245,000 in the private offering, of which a total of approximately $114,445 was paid to the placement agent in commissions and fees, resulting in net proceeds to the Company of approximately $1,130,555.

A significant portion of the gross proceeds was provided to the Heritage subsidiary and was used by the subsidiary for its operations however we have determined that approximately $177,000 of these funds were moved out of the Company’s control and into a company controlled by David Thayne (the “embezzled funds”). The Company has filed a lawsuit in the Second District Court in Davis County for the State of Utah against David Thayne, Rebecca Thayne, Jerry Warnick, (former officer and director of CoConnect) and Martin Tanner, (former Secretary and Treasurer of CoConnect) for Embezzlement, Conversion, Breach of Fiduciary Duty, and Fraud.

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. In addition, management is expecting an increase in cash flows through anticipated increases in revenue as a result of the executions of current tactical and strategy plans.

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 competitive pressures or unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

All forward-looking statements contained herein are deemed by the Company to be covered by and to qualify for the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995. Prospective shareholders should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the company will be achieved.

Item 3. Controls and Procedures

(A) Evaluation of disclosure controls and procedures

An evaluation was carried out under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this report. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were deficient.

Because of the inactivity of the Company and lack of operations during the years ended December 31, 2001, 2002, 2003 and portions of the year ended December 31, 2004, the Company did not maintain formal financial books and records. The financial books and records of the Company for these periods were subsequently compiled from documents and records obtained from various sources, including the former presidents of the Company.

During the latter part of 2004 and to the present, the Company has implemented a full accounting system, and continues to implement procedures and controls to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

(B) Changes in internal controls

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is currently involved in various lawsuits with Heritage related to the Share Exchange Agreement and the Rescission as both a plaintiff and a defendant. The lawsuits described below are in their initial stages and the outcomes of such are undeterminable at the present time.

On July 14, 2005, Heritage served the Company and several defendants making them parties to a lawsuit in the State of Utah, Third District Court, Civ. No. 05-091-1718. The lawsuit seeks damages for a purported rescission by the Company of the Share Exchange Agreement wherein the Company acquired Heritage. The suit also seeks from $5,000,000 to $15,000,000 in damages from the Company and several of its officers, directors and agents for an alleged failure to raise funds in the several months since Heritage was acquired in February 2005. During the past several months, the Company has raised and provided to Heritage over $2,000,000 in stock offerings and loans, the bulk of which Heritage deployed into its operations however as previously mentioned the Company believes that approximately $177,000 were embezzled by the principal officers of Heritage. We believe Heritage's claims are without merit and merely an attempt by the Heritage Parties to interfere with the Rescission of the Share Exchange Agreement.

Also on July 14, 2005, and in addition to the lawsuit filed by Heritage, the Heritage Parties, in their capacity as shareholders of the Company, filed and served several agents of the Company, who were also named in Case No. 05-091-1718, with a lawsuit seeking declaratory relief from the court that would legitimize the Heritage Parties shareholder attempted actions referenced herein. In this second lawsuit also filed in the State of Utah, Third District Court, case #05-091-2224, the Heritage Parties rely on a purported proxy in favor of David Thayne from Dean Becker, owner of 10,000,000 shares, or approximately 19% of our outstanding common stock, as a basis to claim that they control over 50% of our common shares. However, Dean Becker and the Company disputes that the proxy was ever consummated because, among other reasons, failure of consideration and no voting agreement pursuant to Nevada State Statute 78.355 (section 5) was agreed to or executed as required in the face of the proxy and by the Statute. In addition, Dean Becker gave notice to David Thayne of revocation of any proxy. Similar to the lawsuit against the Company, this lawsuit also alleges liability to the parties for failure to raise more money to fund Heritages operations. Our agents intend to answer the complaint and move to consolidate this action with Case No. 05-091-1718. Our agents also intend to take all available remedial actions against Brian Steffensen, Martin Tanner, David Thayne, Jerry Warnick, and Heritage for violations of state and federal securities acts.

Part of the Company's Answer and Counter Claim Complaint states that, the Company believes among other things, that Heritage was required to exhibit a substantial degree of development and functional operability of the mesh system and failed to perform. The Company also learned that David Thayne had purported to have technology which did not exist namely the a technology that purported to include among other things a wireless mesh network capable of moving data at rate up to 45 megabits. In addition, Heritage in the Share Exchange Agreement specifically warranted as set forth in section 4.15, titled "Taxes" that: "Heritage has filed all federal, state and local tax and information returns which are required to be filed by it and such returns are true and correct and that Heritage has paid all taxes, interest and penalties, if any, reflected in such tax returns or otherwise due and payable by it.". Heritage has material amounts of previously undisclosed and unpaid employee withholding taxes. According to Heritage management, Heritage's undisclosed and unpaid taxes appear to be in excess of several hundred thousand dollars.

Prior to their lawsuit, On June 23, 2005, Martin Tanner, the corporate secretary, resigned as corporate secretary in writing. On June 27, 2005, Jerry Warnick, member of the Board of Directors, Vice President and COO, resigned as a director and Officer in writing. On July 2, 2005, without notice to all shareholders as required by the laws of the State of Nevada (NRS 78.320(2)) and in direct violation of the adopted by-laws of the company, Brian Steffensen Attorney for Heritage, Jerry Warnick Former Officer and Director of CoConnect Martin Tanner Former Officer of CoConnect,, and David Thayne [President of Heritage], attempted to undertake a "Joint Action of Directors and Shareholders of CoConnect Without Meeting." in which they attempted to fire Tim Thayne and Robert Thele as directors, attempted to fire all officers of the Company and to appoint Jerry Warnick as the sole Officer and Director of the company, attempted to rescind all actions of the Board of Directors not specifically approved by Jerry Warnick and declare that Jerry Warnick is the only party entitled to sign checks.

On July 14, 2005, the above parties, again acting in violation of the bylaws of the corporation, attempted to ratify the issuance of 50,000,000 new shares of CoConnect without any stated consideration, ratified the actions of their prior illegal meeting of July 2, 2005, demanded that all personnel vacate the corporate offices, demanded that Tim Thayne discontinue acting as president of the corporation and attempted to terminate the services of the attorney for CoConnect. CoConnect has discovered that the proprietary hardware and technology claimed by Heritage as proprietary is available from another vendor at a lower cost and greater functionality than any hardware produced or created by Heritage at any time. Further the Heritage claims of 45 megabit data speeds on their purported mesh network does not exist.

The Company's Counter-Claim prays that judgment be rendered against Heritage for breach of contract in the amount of $2,500,000. The Company has asked that the Court render judgment against Heritage and in favor of the Company as follows: 1. For an Order from the court, ratifying the rescission between the Company and Heritage; 2. For an Order divesting Heritage of: a. all claims to the Company's local telephone number; b. all claims to the Company's toll free telephone number; c. all claims to the internet domain name of CoConnect.com; and d. any claim to the FedEx account in the name of CoConnect. 3. For an Order that all funds found to be misappropriated by Heritage be ordered returned to the Company, with interest. 4. For judgment finding that Heritage has breached the contract between the parties; 5. For a judgment for damages of no less than $2,500,000.00 for breach of contract; 6. For such other relief as the Court deems just and equitable in the circumstances; 7. For costs of court and reasonable attorneys fees, if applicable.

On July 19, 2005 the Company filed a Motion to Disqualify Plaintiffs Counsel in the Third District Court in Civil No. 050911718. The Company petitioned for the court to grant the motion based on several conflicts of interest with respect to Plaintiffs Counsel, Brian W. Steffensen.

The Company moved the court to consolidate the after filed case of 05-091-22243, with case number 05-091-1718 on the grounds of judicial economy and on the further grounds that many of the parties and issues in both cases are similar and arise from the same set of facts.

The Company is subject to various other claims and legal actions arising in the ordinary course of business, and management believes that the amount, if any, that may result from such claims will not have a material adverse effect on our financial statements.

On November 3, 2005, the court granted our Motion to Disqualify Counsel for Heritage Communications, Inc. in case #05-091-1718. As a result of the Court granting our Motion to Disqualify Mr. Steffensen the Court noted: While Mr. Steffensen attempts to downplay his role with respect to defendant CoConnect, it is clear that he was directly involved in issues that concerned both defendant CoConnect and Heritage Communications. Accordingly, the Court grants the defendants Motion to Disqualify.

On November 15, 2005, in a minute entry, the court reminded Mr. Steffensen that he has been disqualified as counsel for Heritage Communications, Inc. as of November 3, 2005 and that he may not represent Heritage Communications.

On December 14, 2005 CoConnect, Inc. filed a lawsuit in the Second District Court in Davis County for the State of Utah against David Thayne, Rebecca Thayne, Jerry Warnick, (former officer and director of CoConnect) and Martin Tanner, (former Secretary and Treasurer of CoConnect) for Embezzlement, Conversion, Breach of Fiduciary Duty, and Fraud.

Among other things CoConnect asserts that defendant Jerry Warnick, who was then the only signer on the only authorized bank account of CoConnect located at America First Credit Union in Salt Lake City Utah, and aided and abetted by Martin Tanner, ultimately transferred over one hundred seventy-seven thousand dollars ($177,000) (the “embezzled funds”) from CoConnect accounts to bank accounts not known to CoConnect, not accounted for to CoConnect and used to pay obligations not related to the operations of CoConnect, Inc. It is believed by plaintiff that the funds transferred to the unauthorized accounts of David and Rebecca Thayne were used to pay for personal vehicles driven by defendants, to make charitable contributions as tithing to defendants’ congregations of The Church of Jesus Christ of Latter-day Saints and for other illegal and unauthorized expenditures and other payables not related to CoConnect. It is believed by plaintiff that these funds were also used to pay expenditures and expenses of Heritage Internet Services, Inc., a defunct corporation controlled by David and Rebecca Thayne.

Due to the material and facts surrounding the lawsuit, CoConnect prays for the following: Plaintiff demands judgment of defendants, jointly and severally, for the sum of no less than one hundred seventy-seven dollars ($177,000) for the tort of embezzlement, conversion, (as to defendants Tanner and Warnick) breach of fiduciary duty, punitive damages in the amount of $1,700,000, (as to defendant David Thayne) false representation of presently existing material facts in the amount of $2,400,000, for reasonable attorney’s fees, for costs of court, for prejudgment interest; and for such other and further relief as the court deems just and proper in the circumstances.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine month period ended September 30, 2005, we issued and sold common stock to accredited investors for a total of $1,245,000 in cash. We believe the transactions to be exempt under Section 4(2) of the Securities Act of 1933, as amended, because they did not involve a public offering, and on the basis that each investor is an accredited investor as defined in Rule 501 of Regulation D. We believe that this sale of securities did not involve a public offering because we provided each of our investors with a private placement memorandum disclosing items set out in Rule 501 and 506 of Regulation D. On this basis, we believe the securities were sold subject to a safe-harbor afforded by Regulation D. The shares sold were restricted securities as defined in Rule 144 (a)(3). Further, each common stock certificate issued in connection with this private offering bears a legend providing, in substance, that the securities have been acquired for investment only and may not be sold, transferred or assigned in the absence of an effective registration statement or opinion of our counsel that registration is not required under the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

The Company has an unsecured note payable to a former director with a principal balance of $175,000 at September 30, 2005. Interest payable on the note, accrues at an annual rate of 9% per annum. The total interest payable as of September 30, 2005 was $126,008. The repayment terms of this note are currently under discussion between the management of the Company and the former director and, therefore, the ultimate outcome of this matter cannot currently be determined.

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

The share exchange agreement discussed in Item 5 below was approved by a majority of the shareholders on February 23, 2005 by an action of the stockholders by written consent pursuant to Section 78.320 of the Nevada Revised Statutes.

Item 5. Other Information.

(a) Acquisition of Heritage Communications

On February 24, 2005 (the "Closing" or the "Effective Time"), we acquired Heritage Communications, Inc. ("Heritage"') pursuant to Share Exchange Agreement dated as of January 28, 2005, as amended as of February 24, 2005, by and among the Registrant and Heritage. Pursuant to the terms of the Share Exchange Agreement, we acquired Heritage through the purchase of all of Heritages outstanding common stock at a rate of 3 shares of the Registrant for each share of Heritage exchanged. The stockholders of Heritage received a total of 30,000,000 restricted shares (the "Exchange Shares") of our common stock. Upon consummation of the Share Exchange Agreement, Heritage became our wholly-owned subsidiary.

(b) Rescission of Agreement to Acquire Heritage Communications

Subsequent to the Closing, the Company determined that material omissions and misrepresentations had been made by Heritage. As a result of these omissions and misrepresentations, the Company rescinded the Share Exchange Agreement on July 14, 2005. As a result of the Rescission, the Company cancelled the 30 million shares of common stock previously issued to the shareholders of Heritage.

Item 6. Exhibits

(a) Exhibits (filed with this report unless indicated below)

Exhibit 31.1 Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COCONNECT, INC.

(FORMERLY ADVANCED WIRELESS COMMUNICATIONS, INC.)

Dated: December 21, 2005

LJ Eikov

By: /s/ LJ Eikov

LJ Eikov, Chief Executive Officer

(Principal Executive Officer)

David I. Davis

By:/s/ David I. Davis

David I. Davis President and Chief Financial Officer

(Principal Financial Officer)