7.

Concentration of an alleged breachCredit Risk and Major Customers

For the six months ended March 31,2018, three customers represented approximately 34%, 15% and 11%, respectively, of a contract between Devkomour total revenues. For the six months ended March 31,2017, four customers represented approximately 23%, 22%, 18% and PWP for the purchase12%, respectively, of a controlling interest in our stock in May 2014. The breach alleged was the failuretotal revenues.

As of PWP to pay approximately $76,000 to Devkom under the terms of the contract. Other claims included breach of an implied escrow agreement, conversion, breach of fiduciary duty,March 31, 2018 and fraud. Devkom sought to recover general, exemplary and punitive damages. In August 2016, the Court dismissed the complaint without prejudice.

In June 2017, Devkom filed a similar complaint against the same defendants in the Superior Court of California for the County of San Diego. In JuneSeptember 30, 2017, we had accounts receivable of $518,280, or 97%, due from three customers; and PWP filed a motion to quash the service of the summons and complaint in the action on the grounds that the Court has no jurisdiction over the Company$578,066, or PWP and that service was defective. At the same time, Mr. Yankowitz and his former law firm filed demurrers to all of the causes of action specified in the complaint.

A hearing on the motion to quash and the demurrers was held on January 5, 2018. The Court made a tentative ruling upholding our motion to quash, which if finalized, will have the effect of dismissing us as a defendant in the suit. A further hearing is scheduled for February 2, 2018.64%, due from two customers, respectively.

11.8.

Subsequent Events

We evaluated all events or transactions that occurred after the balance sheet date through the date when these financial statements were available to be issued and we issued these unaudited condensed financial statements. Other than the legal proceedings discussed in Note 10,determined that we did not have any material recognizable or disclosable subsequent events during this period.

events.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This section and other parts of thisquarterly report on Form 10-Q contain forward-lookingcontains certain statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks(the “Litigation Reform Act”). These forward-looking statements and uncertainties. Forward-lookingother information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements providereflect our current expectations ofviews with respect to future events based onand are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions and include any statementprove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that does not directlysuch forward-looking statements, because they relate to any historical or current fact. Forward-looking statements also can be identifiedfuture events, are by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and thetheir very nature subject to many important factors that could cause actual results of CoConnect, Inc. (“we,” “us,” or the “Company”) mayto differ significantlymaterially from the results discussed inthose contemplated by the forward-looking statements. Factors that might cause such differencesstatements contained in this quarterly report on Form 10-Q. For example, we may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market our products; the market may not accept our existing and future products; we may not be able to retain our customers; we may be unable to retain existing key management personnel; and there may be other material adverse changes in our operations or business. Certain important factors affecting the forward-looking statements made herein also include, but are not limited to those discussed(i) continued downward pricing pressures in Part II, Item 1Aour targeted markets, (ii) the continued acquisition of this Form 10-Q underour customers by certain of our competitors, and (iii) continued periods of net losses, which could require us to find additional sources of financing to fund operations, implement our financial and business strategies, meet anticipated capital expenditures and fund research and development costs. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the heading “Risk Factors,”impact of which are incorporatedmay cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, by reference. The following discussion should be read in conjunction with our year ended 2016 Form 10-K andwhich speak only as of the unaudited condensed financial statements and notes thereto included elsewhere in this Form 10-Q.date hereof. We assume no obligationresponsibility to revise or update any forward-looking statements for any reason,as a result of new information, future events, or otherwise except as required by law. For further information, you are encouraged to review our filings with the Securities and Exchange Commission (“SEC”), including our Current Report on Form 8-K, as filed with the SEC on February 22, 2018, as amended on April 20, 2018, and risk factors as discussed therein under Item 2.01.

Overview

CoConnect, Inc., a Nevada corporation (the “Company”, “we”, “us”, or the “organization”) is an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of more of the “right customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing digital content, designing websites, social media and sharing campaigns, mobile merchandising, and communications and branding.

On February 14, 2018, we consummated a transactions pursuant to a Joint Venture Interest Contribution Agreement (the “Contribution Agreement”) made and entered into as of February 14, 2018 by and among (i) us, (ii) Mastermind Involvement Marketing, a Georgia joint venture (“MIM”), has been engagedand (iii) Mastermind Marketing, Inc, a Georgia Corporation (“MM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, together with Advize and MM Inc., the “Sellers”).

Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in effortsand to identify an operating company whichone hundred percent (100%) of such joint venture interest in MIM (the “Contributed Joint Venture Interest”), together with any and all rights, privileges, benefits, obligations and liabilities appertaining thereto, reserving unto such Seller no rights or interests therein whatsoever, and (ii) we can acquire or into which we can merge through an equity-based exchange transaction that would likely resultaccepted the contribution of the Contributed Joint Venture Interest, and in a change in control with respectconsideration for such contribution the Sellers collectively were entitled to us. Asreceive from us twenty-nine million two hundred thirty-six thousand seven hundred fifty-nine (29,236,759) of our planned principal operations have not yet commenced, our activities are subject to significant risks and uncertainties, includingcommon stock, $.001 par value (the “Common Stock”) representing eighty-five percent (85%)

of the need to obtain additional financing, as described below.

Our unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the six months ended June 30, 2017, we incurred a net loss of approximately $13,000, had negative cash flows from operations of approximately $40,000 and had a working capital deficit of approximately $58,000. We have financed our recent working capital requirements primarily throughtotal outstanding Common Stock after the issuance of equity securities.the Contribution Consideration (the “Contribution Consideration”) with each Seller receiving for its respective percentage of Contributed Joint Venture Interest that same percentage of the Contribution Consideration (such transaction, the “Business Combination”). As a result management believes thereof the Business Combination, the Sellers became our controlling shareholders and we became a wholly-owned subsidiary.

On February 22, 2018, we filed a Current Report on Form 8-K with the Securities and Exchange Commission, as amended on April 20, 2018, which fully describes the transaction set forth herein and is substantial doubt about our ability to continue as a going concern.incorporated herein by reference.

Critical Accounting Policies

Our criticalsignificant accounting policies are summarizeddescribed in Note 32 to the financial statements which are included in Exhibit 99.1 of our Current Report on Form 8-K as of and for the fiscal years ended September 30, 2017 and 2016. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, includedwhich have been prepared in Item 8 of our annual report on Form 10-K for the year ended December 31, 2016. However, certain of ouraccordance with accounting policies require the application of significant judgment by our management, and such judgments are reflectedprinciples generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts reported inof assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our financial statements. In applying these policies,estimates on an on an on-going basis. We base our management uses its judgment to determine the appropriateestimates on historical experience and on various other assumptions that we believe to be used inreasonable under the determinationcircumstances, the results of estimates. Those estimateswhich form the basis for making judgments about the carrying values of assets and liabilities that are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information availablenot readily apparent from other outside sources, as appropriate. Actualsources. In the past, actual results have not been materially different from our estimates. However, results may differ significantly from thethese estimates contained in our unaudited condensed financial statements. There have been no changes to our critical accounting policies during the quarter ended June 30, 2017.under different assumptions or conditions.

Results of Operations

Three Months Ended June 30,March 31, 2018 vs. March 31, 2017 vs. June 30, 2016

Revenues

We had no revenue generating activitiesRevenues for the three months ended March 31, 2018 were $1,248,553 as compared with $703,320 for the comparable prior year period, an increase of $545,233 or 77.5%. The increase is attributable to increasing project revenues from certain significant customers during the three months ended June 30, 2017March 31, 2018 as compared to the comparable prior year period.

Gross Profit

Gross profit for the three months ended March 31, 2018 were $1,182,219 or 94.7% of revenues, compared with $420,341 or 59.8% of revenues, for the comparable prior year period. The increase in gross profit dollars and 2016, respectively.gross profit as a percentage of revenues is primarily due to certain projects in the prior three-month period containing greater contractual out of pocket cost requirements as a percentage of the projects in the aggregate thereby adversely affecting our overall gross profit. The current period projects contain less contractually agreed upon out of pocket costs as a percentage of projects in the aggregate thereby having a favorable effect on our gross profit.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2017March 31, 2018 were approximately $10,000$950,895 as compared with approximately $3,000$464,767 for the comparable prior year period, an increase of approximately $7,000.The$486,128 or 104.6%. Our general and administrative expenses increased as a result of increased personnel and overhead costs in support of our current increase and growth in revenues.

Other (Expense), Net

Other (expense), net for the three months ended March 31, 2018 was $53,998 as compared with $4,636 for the comparable prior year period, an increase of $49,362. The increase is primarily a result of professional feesdue to the merger costs incurred in connection with the preparation of financial statements.Business Combination that was consummated on February 14, 2018. Additionally, other (expense), net also includes interest expense recognized on our related party note payable.

Six Months Ended June 30,March 31, 2018 vs. March 31, 2017 vs. June 30, 2016

Revenues

We had no revenue generating activitiesRevenues for the six months ended March 31, 2018 were $2,210,424 as compared with $1,300,457 for the comparable prior year period, an increase of $909,967 or 70.0%. The increase is attributable to increasing project

revenues from certain significant customers during the six months ended June 30, 2017March 31, 2018 as compared to the comparable prior year period.

Gross Profit

Gross profit for the six months ended March 31, 2018 were $1,975,004 or 89.4% of revenues, compared with $870,988 or 67.0% of revenues, for the comparable prior year period. The increase in gross profit dollars and 2016, respectively.

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gross profit as a percentage of revenues is primarily due to certain projects in the prior six months containing greater contractual out of pocket cost requirements as a percentage of the projects in the aggregate thereby adversely affecting our overall gross profit. The current period projects contain less contractually agreed upon out of pocket costs as a percentage of projects in the aggregate thereby having a favorable effect on our gross profit.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2017March 31, 2018 were approximately $13,000$1,665,728 as compared with approximately $6,000$1,100,876 for the comparable prior year period, an increase of approximately $7,000.$564,852 or 51.3%. Our general and administrative expenses increased as a result of increased personnel and overhead costs in support of our current increase and growth in revenues.

Other (Expense), Net

Other (expense), net for the six months ended March 31, 2018 was $58,660 as compared with $14,026 for the comparable prior year period, an increase of $44,634. The increase is primarily a result of professional feesdue to the merger costs incurred in connection with the preparation of financial statements.Business Combination that was consummated on February 14, 2018.Additionally, other (expense), net also includes interest expense recognized on our related party note payable.

Liquidity and Capital Resources

As of June 30, 2017 and DecemberMarch 31, 2016,2018, we had cash of approximately $6,000 and $0, respectively.$813,564, an increase of $267,660 when compared with a balance of $545,904 as of September 31, 2017.

During the six months ended June 30, 2017,March 31, 2018, we had net cash outflows of approximately $40,000 from$454,529 provided by operating activities as compared with net cash outflows of approximately $2,000$683,340 provided by operating activities for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The net increasesources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects. Net cash outflows of approximately $38,000 fromflows provided by operating activities decreased by $228,811, as compared to the comparable prior year period, is primarily due to a resultdecrease in the receipt of the payment of professional and accounting feespayments on projects which are recorded as unearned revenue during the six months ended June 30, 2017.period. These cash outflows were primarily offset by an increase in net income reported during the current period as compared to a net loss for the comparable prior year period.

During the six months ended June 30, 2017,March 31, 2018, we had net cash inflows from financing activities of approximately $46,000 primarily due to thedeferred transaction costs of $50,000 received in connection with a non-binding letter of intent to be$111,223 used in connectioninvesting activities as compared with a contemplated merger transaction.

Our unaudited condensed financial statements have been prepared on a going concern basis, which contemplatesno cash used in investing activities for the realization of assets and satisfaction of liabilities in the normal course of business. Forcomparable prior year period. The net cash outflows during the six months ended June 30,March 31, 2018 are a result of the purchase of computers and office equipment in the amount of $11,223 andcash distributions to the members prior to the merger.

During the six months ended March 31, 2018, we had net cash of $75,646 used in financing activities as compared to net cash of $109,984 used in financing activities for the comparable prior year period. The net cash used in financing activities of $75,646 during the six months ended March 31, 2018 is due to repayments on the related party note payable and related party advance. The net cash used by financing activities of $109,984 during the six months ended March 31, 2017 we incurredis due to a net lossshort-term receivable from a related party.

The ability to attract additional capital investments in the future will depend on many factors, including the availability of approximately $13,000, had negativecredit, rate of revenue growth, ability to acquire new client opportunities, the timing of new product introductions and enhancements to existing products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of March 31, 2018 our cash position and cash flows from our fiscal 2018 operations of approximately $40,000 and had awill be sufficient to fund our working capital deficit of approximately $58,000. We have financed our recent working capital requirements primarily throughand planned strategic activities for at least the issuancenext twelve months.

Any potential future sale of equity securities. As aor debt securities may result management believes there is substantial doubt aboutin dilution to our abilitystockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to continue as a going concern.us, or at

all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

Off-Balance Sheet Arrangements

As of June 30, 2017,March 31, 2018, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not required pursuant to Item 305(e) of Regulation S-K.applicable.

Item 4.

Controls and Procedures

The certificatesEvaluation of Disclosure Controls and Procedures

Based on an evaluation under the Company’ssupervision and with the participation of our management, our principal executive officer and principal financial and accounting officer attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning the Company’shave concluded that our disclosure controls and procedures and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2017. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act were not effective as of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designedMarch 31, 2018 to ensure that information required to be disclosed by the Companyus in the reports that it fileswe file or submitssubmit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is(ii) accumulated and communicated to the company’sour management, including its chiefour principal executive officer and principal financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on thethis evaluation, of the Company’s disclosure controls and procedures as of June 30, 2017, the Company’s chief executive officerour management concluded that, as of such date,March 31, 2018, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the Company’s disclosure controlsfinance and procedures were effective ataccounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable assurance level.

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steps to make improvements to remediate these deficiencies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our CEO, does not expect that our internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

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PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Other than as stated herein, weWe are not a party to any other legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material affecteffect on our financial position or results of operations.

In May 2016, Investment Services V Devkom International, LLC (“Devkom”), one of our former controlling shareholders, filed a complaint in the Eighth Judicial District Court for Clark County, Nevada against us, PacificWave Partners Limited (“PWP”), PWP’s principal, Henrik Rouf, Bennett Yankowitz, our President and sole director, and Mr. Yankowitz’s former law firm. The complaint contained several claims for relief arising out of an alleged breach of a contract between Devkom and PWP for the purchase of a controlling interest in our stock in May 2014. The breach alleged was the failure of PWP to pay approximately $76,000 to Devkom under the terms of the contract. Other claims included breach of an implied escrow agreement, conversion, breach of fiduciary duty, and fraud. Devkom sought to recover general, exemplary and punitive damages. In August 2016, the Court dismissed the complaint without prejudice.

In June 2017, Devkom filed a similar complaint against the same defendants in the Superior Court of California for the County of San Diego. In June 2017, we and PWP filed a motion to quash the service of the summons and complaint in the action on the grounds that the Court has no jurisdiction over the Company or PWP and that service was defective. At the same time, Mr. Yankowitz and his former law firm filed demurrers to all of the causes of action specified in the complaint.

A hearing on the motion to quash and the demurrers was held on January 5, 2018. The Court made a tentative ruling upholding our motion to quash, which if finalized, will have the effect of dismissing us as a defendant in the suit. A further hearing is scheduled for February 2, 2018.

Item 1A.

Risk Factors

There have not been any material changes from the risk factors previously disclosed under Item 1A2.01 of our AnnualCurrent Report on Form 10-K for8-K as filed with the year ended December 31, 2016.Securities and Exchange Commission on February 22, 2018, as amended on April 20, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.In connection with the Business Combination transacted on February 14, 2018 and related Contribution Agreement, we issued 29,236,759 shares of our common stock, in the aggregate, to Mastermind Marketing, Inc, a Georgia corporation; Villanta Corporation, a Georgia corporation; and Digital Advize, LLC, a Georgia limited liability company. These three entities are controlled by Daniel A. Dodson, Michael Gelfond, and Ricardo Rios, respectively. Messrs, Dodson, Gelfond and Rios were appointed as our executive officers upon the consummation of the Business Consummation. These shares represented approximately 85% of our outstanding shares of common stock after the offering pursuant to an exemption under Section 4(a)(2) of the Securities Act.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

None.

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Item 6.

Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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