Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | Apr. 23, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'COCONNECT INC | ' |
Entity Central Index Key | '0001088638 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-13 | ' |
Amendment Flag | 'false | ' |
Entity Current Reporting Status | 'No | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 2,750,000 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | ' | $70 |
Total current assets | ' | 70 |
TOTAL ASSETS | 0 | 70 |
Current liabilities | ' | ' |
Bank overdraft | 5 | ' |
Accounts payable | 50,129 | 50,182 |
Other payables | 1,660 | 1,660 |
Due to shareholders | 13,385 | 13,385 |
Total current liabilities | 65,179 | 65,227 |
TOTAL LIABILITIES | 65,179 | 65,227 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, 1,000,000 shares authorized, $0.001 par value 100,000 shares issued and outstanding | 100 | 100 |
Common stock, 4,999,000,000 shares authorized, $0.001 par value 2,750,000 shares issued and outstanding as of March 31, 2013 and December 31, 2012 | 2,750 | 2,750 |
Additional paid-in capital | 11,823,622 | 11,823,622 |
Deficit accumulated | -11,891,651 | -11,891,629 |
TOTAL STOCKHOLDERS' DEFICIT | -65,179 | -65,157 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $0 | $70 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 100,000 | 100,000 |
Preferred Stock, shares outstanding | 100,000 | 100,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 4,999,000,000 | 4,999,000,000 |
Common Stock, shares issued | 2,750,000 | 2,750,000 |
Common Stock, shares outstanding | 2,750,000 | 2,750,000 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Expenses | ' | ' |
Professional fees | ' | $5,000 |
General and administrative | 23 | 495 |
Total operating expenses | 23 | 5,495 |
Loss from operations | -23 | -5,495 |
Other income (expense) | ' | ' |
Interest expense | ' | ' |
Total other income (expense) | 0 | 0 |
Net loss before income tax | -23 | -5,495 |
Income tax | ' | ' |
NET LOSS | ($23) | ($5,495) |
Basic and diluted loss per common share | $0 | $0 |
Weighted average common shares outstanding | 2,750,000 | 2,750,000 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($23) | ($5,495) |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable increase | -52 | 5,000 |
Accrued expenses and interest increase | ' | ' |
NET CASH USED IN OPERATING ACTIVITIES | -75 | -495 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
NET CASH FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Bank overdraft | 5 | ' |
Proceeds and payments from cash advances | ' | -95,000 |
NET CASH FROM FINANCING ACTIVITIES | 5 | -95,000 |
NET CHANGE IN CASH | -70 | -95,495 |
CASH BALANCES | ' | ' |
Beginning of period | 70 | 209,948 |
End of period | ' | 114,453 |
SUPPLEMENTAL DISCLOSURE: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
NOTE 1. significant accounting policies | |
Basis of Presentation | |
The accompanying interim unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended December 31, 2012. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring operating losses, had negative operating cash flows and has not generated any significant revenues in recent fiscal years. In addition, the Company had a deficit accumulated of $11,891,651 at March 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
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, issuance of common stock and the sale of the Company’s common stock. The Company believes that the issuance of debt and the sale of the Company’s common stock will continue to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. | |
Cash | |
Cash is held in checking and savings accounts. | |
Concentrations of Credit Risk | |
The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. In addition to the basic insurance deposit coverage, the FDIC is providing temporary unlimited coverage for noninterest-bearing transaction accounts. At March 31, 2013, there were no uninsured deposits. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions principally relate to the fair value and forfeiture rates of stock based transactions, and long-lived asset depreciation and amortization, and potential impairment. | |
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 three months ended March 31, 2013 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. The Company had federal net operating loss carryforwards of approximately $12.0 million. The use of our net operating losses may be restricted in future years due to the limitations pursuant to IRC Section 382 on changes in ownership. | |
The Company currently has tax return periods open beginning with December 31, 2004 through December 31, 2012. | |
Basic Net Loss per Share of Common Stock | |
Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. At March 31, 2013 there was no common stock equivalents used in net loss per share. | |
Financial Instruments | |
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 most 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. | |
The recorded amounts of financial instruments, including cash equivalents accounts payable, other payables and due to shareholders, approximate their market values as of March 31, 2013. |
Other_Payables
Other Payables | 3 Months Ended |
Mar. 31, 2013 | |
Payables and Accruals [Abstract] | ' |
Other Payables | ' |
NOTE 2. OTHER PAYABLES | |
The Company began capital raising efforts during the year ended December 31, 2011 to cover certain cash obligations regarding possible acquisition targets and other capital funding needs. At December 31, 2011 we had raised $209,977. During the year ended December 31, 2012 we returned $208,317 to the prospective investors. At March 31, 2013, the Company had $1,660 due to these prospective investors, which is shown as other payables on the Balance Sheet. |
Due_to_Shareholders
Due to Shareholders | 3 Months Ended |
Mar. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Due to Shareholders | ' |
NOTE 3. DUE TO SHAREHOLDERS | |
The Company has received cash advances to pay outstanding payables and payments made directly to the Company’s service providers, in connection with our SEC reporting obligations and annual audit, from shareholders, Dave Hunt and BCGU, LLC. The Company made no payments to BCGU, LLC or Dave Hunt during the three months ended March 31, 2013, and $13,385 was due to these shareholders at March 31, 2013. | |
Dave Hunt is the managing member of RVCA, a principal owner of the Company and BCGU, LLC is a principal owner of the Company. |
Preferred_Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2013 | |
Equity [Abstract] | ' |
Preferred Stock | ' |
NOTE 4. PREFERRED STOCK | |
At March 31, 2013 preferred stock of the Company consisted of: $0.001 par value: 1,000,000 shares authorized. 100,000 shares issued and outstanding |
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2013 | |
Equity [Abstract] | ' |
Common Stock | ' |
NOTE 5. COMMON STOCK | |
At March 31, 2013 common stock of the Company consisted of: $0.001 par value: 4,999,000,000 shares authorized and 2,750,000 shares issued and outstanding. |
Warrants_Related_Party
Warrants - Related Party | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Warrants - Related Party | ' | ||||||||
NOTE 6. WARRANTS – RELATED PARTY | |||||||||
65,000 warrants were issued to Brad Bingham, our director, and 15,000 warrants were issued to Dave Hunt, the managing member of RVCA, a principal owner of the Company, during the year ended December 31, 2011, for services provided. The warrants were valued using a Black-Scholes valuation model. The variables used in this option-pricing model included: (1) discount rates of .24% (2) expected warrant life is two years, (3) expected volatility of 345% and (4) zero expected dividends. These warrants expire on December 19, 2013. | |||||||||
A summary of the activity of the warrants is as follows: | |||||||||
Weighted Average | |||||||||
Amount | Exercise Price | ||||||||
Outstanding January 1, 2013 | 80,000 | $ | 0.5 | ||||||
Expired/Retired | - | - | |||||||
Exercised | - | - | |||||||
Issued | - | - | |||||||
Outstanding March 31, 2013 | 80,000 | $ | 0.5 |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying interim unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended December 31, 2012. | |
Going Concern | ' |
Going Concern | |
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring operating losses, had negative operating cash flows and has not generated any significant revenues in recent fiscal years. In addition, the Company had a deficit accumulated of $11,891,651 at March 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
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, issuance of common stock and the sale of the Company’s common stock. The Company believes that the issuance of debt and the sale of the Company’s common stock will continue to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. | |
Cash | ' |
Cash | |
Cash is held in checking and savings accounts. | |
Concentrations of Credit Risk | ' |
Concentrations of Credit Risk | |
The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. In addition to the basic insurance deposit coverage, the FDIC is providing temporary unlimited coverage for noninterest-bearing transaction accounts. At March 31, 2013, there were no uninsured deposits. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions principally relate to the fair value and forfeiture rates of stock based transactions, and long-lived asset depreciation and amortization, and potential impairment. | |
Income Taxes | ' |
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 three months ended March 31, 2013 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. The Company had federal net operating loss carryforwards of approximately $12.0 million. The use of our net operating losses may be restricted in future years due to the limitations pursuant to IRC Section 382 on changes in ownership. | |
The Company currently has tax return periods open beginning with December 31, 2004 through December 31, 2012. | |
Basic Net Loss Per Share of Common Stock | ' |
Basic Net Loss per Share of Common Stock | |
Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. At March 31, 2013 there was no common stock equivalents used in net loss per share. | |
Financial Instruments | ' |
Financial Instruments | |
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 most 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. | |
The recorded amounts of financial instruments, including cash equivalents accounts payable, other payables and due to shareholders, approximate their market values as of March 31, 2013. |
Warrants_Related_Party_Tables
Warrants - Related Party (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of Warrant Activity | ' | ||||||||
A summary of the activity of the warrants is as follows: | |||||||||
Weighted Average | |||||||||
Amount | Exercise Price | ||||||||
Outstanding January 1, 2013 | 80,000 | $ | 0.5 | ||||||
Expired/Retired | - | - | |||||||
Exercised | - | - | |||||||
Issued | - | - | |||||||
Outstanding March 31, 2013 | 80,000 | $ | 0.5 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' | ' |
Accumulated deficit | $11,891,651 | ' | $11,891,629 |
FDIC, basic deposit coverage limits | 250,000 | ' | ' |
FDIC, uninsured deposits | 0 | ' | ' |
Income tax benefit (expense) recognized | ' | ' | ' |
Federal net operating loss carryforwards | $12,000,000 | ' | ' |
Common stock equivalents used in net loss per share | 0 | ' | ' |
Other_Payables_Details_Narrati
Other Payables (Details Narrative) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2013 |
Prospective Investors [Member] | Prospective Investors [Member] | ||||
Other payables | $1,660 | $1,660 | $209,977 | ' | $1,660 |
Amount returned to prospective investors | ' | ' | ' | $208,317 | ' |
Due_to_Shareholders_Details_Na
Due to Shareholders (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Repayment made by Company for cash advances | ' | ' |
Amount owed to shareholders | $13,385 | $13,385 |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 100,000 | 100,000 |
Preferred Stock, shares outstanding | 100,000 | 100,000 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 4,999,000,000 | 4,999,000,000 |
Common Stock, shares issued | 2,750,000 | 2,750,000 |
Common Stock, shares outstanding | 2,750,000 | 2,750,000 |
Warrants_Related_Party_Details
Warrants - Related Party (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Warrant [Member] | ' |
Warrants, discount rates | 0.24% |
Warrants, expected life | '2 years |
Warrants, expected volatility | 345.00% |
Warrants, expected dividends | $0 |
Warrants, expiration date | 19-Dec-13 |
Brad Bingham [Member] | ' |
Number of warrants issued | 65,000 |
Dave Hunt [Member] | ' |
Number of warrants issued | 15,000 |
Warrants_Related_Party_Schedul
Warrants - Related Party - Schedule of Warrant Activity (Details) (Warrant [Member], USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Warrant [Member] | ' |
Number of Warrrants, Outstanding, Beginning | 80,000 |
Number of Warrrants, Expired/Retired | ' |
Number of Warrrants, Exercised | ' |
Number of Warrrants, Issued | ' |
Number of Warrrants, Outstanding, Ending | 80,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $0.50 |
Weighted Average Exercise Price, Expired/Retired | ' |
Weighted Average Exercise Price, Exercised | ' |
Weighted Average Exercise Price, Issued | ' |
Weighted Average Exercise Price, Outstanding, Ending | $0.50 |