SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
|X| Preliminary Information Statement |_| Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5 (d)(2))
|_| Definitive Information Statement
CARGO CONNECTION LOGISTICS HOLDING, INC.
(Name of Registrant As Specified In Charter)
--------------------------------------------
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
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4) Date Filed:
1
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
CARGO CONNECTION LOGISTICS HOLDING, INC.
600 Bayview Avenue
Inwood, New York 11096
INFORMATION STATEMENT
(Preliminary)
December 21, 2005
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the
"Stockholders") of the common stock, par value $.001 per share (the "Common
Stock"), of Cargo Connection Logistics Holding, Inc., a Florida Corporation (the
"Company"), to notify such Stockholders that on or about December 19, 2005, the
Company received written consent in lieu of a meeting of Stockholders from
shareholders holding 552,500 Series IV Preferred Shares which represent
4,638,655,460 voting share of common stock. Jesse Dobrinsky has a proxy from
Triple Crown Consulting, Inc. which is the holder of 552,500 Series IV Preferred
shares outstanding. As the holder of the Series IV Preferred Stock, Triple Crown
has the right to vote twenty times the number of shares of common stock that the
Series IV Preferred Stock is convertible into on all matters submitted to the
shareholders.
The conversion price per share is equal to the lesser of (i) the average
of the lowest of three trading day prices during the five trading days
immediately prior to the conversion date multiplied by .70, or (ii) the average
of the three lowest trading day prices during the five trading days immediately
prior to the funding date. Therefore the 552,500 shares of Series IV Preferred
shares are convertible at 70% of the current market value of $0.0034 as of
December 19, 2005 or $0.00238. Therefore, the number of shares that these
Preferred Shares are convertible into is 231,932,773 shares and Jesse Dobrinsky
as proxy from Triple Crown has the right to vote twenty times this number of
shares pursuant to the rights designated to the Series IV Preferred Shares and
has voted such amount in favor of approving the Amended Articles of
Incorporation of the Company (the "Amendment"). Accordingly the maximum number
of shares of stock that the Company shall be authorized to have outstanding at
any time shall be increased to five billion (5,000,000,000) shares of common
stock at par value of $0.001, with no preemptive rights.
On December 19, 2005, the Board of Directors of the Company approved the
Amendment, subject to Stockholder approval. As set forth above, Jesse Dobrinsky,
acting with voting power as majority shareholder has approved the Amendment by
written consent in lieu of a meeting on December 19, 2005 in accordance with the
Florida Business Corporation Act ("FBCA"). Accordingly, your consent is not
required and is not being solicited in connection with the approval of the
Amendments.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY. 2
2
The Amendment to the Company's Articles of Incorporation will amend the
number of authorized shares of Common Stock from 750,000,000 to 5,000,000,000
shares. The form of Amendment to the Articles of Incorporation that was filed
with the Florida Secretary of State is attached hereto as Exhibit A.
The entire cost of furnishing this Information Statement will be borne by
the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on January 2, 2005, as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to Section
14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in
accordance therewith, the Amendment will not be filed with the Secretary of
State of the State of Delaware or become effective until at least 20 calendar
days after the mailing of this Information Statement. This Information Statement
is being mailed on or about January 3, 2006 to all Stockholders of record as of
the Record Date.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Quarterly Report on Form 10-QSB for the periods ended September 30,
2005, June 30, 2005 and March 31, 2005; and Annual Report on Form
10-KSB for the year ended December 31, 2004.
2.
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OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, December 19,
2005, the Company had 573,852,975 shares of Common Stock issued and outstanding,
and there were no shares of Preferred Stock issued and outstanding. Each share
of outstanding Common Stock is entitled to one vote on matters submitted for
Stockholder approval. On December 19, 2005, Jesse Dobrinsky, acting with voting
power as majority shareholder has executed and delivered to the Company a
written consent approving the Amendment. Since the Amendment has been approved
by the Majority Stockholders, no proxies are being solicited with this
Information Statement.
The FBCA provides in substance that unless the Company's articles of
incorporation provides otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following information table sets forth certain
information regarding the Company's common stock
owned on December 21, 2005 by (i) each who is known by the Company to own
beneficially more than 5% of its outstanding Common Stock, (ii) each director
and officer, and (iii) all officers and directors as a group:
Names and Address
of Directors, Officers and Shares Owned
5% Stockholders (1) Number Percent
- --------------------------------------------------------------------------------
Jesse Dobrinsky */ ** 71,879,738 12.5%
600 Bayview Avenue
Inwood, New York 11096
John L. Udell** 71,879,738 12.5%
600 Bayview Avenue
Inwood, New York 11096
Scott Goodman** 71,879,738 12.5%
600 Bayview Avenue Inwood,
New York 11096
Jay Finklestein** 23,959,913 4.2%
600 Bayview Avenue Inwood,
New York 11096
All officers and
directors 239,599,127 41.7%
* Jesse Dobrinsky has a proxy from Triple Crown
Consulting, Inc. which is the holder of 552,500 Series IV Preferred shares
outstanding. As such he has the right to vote twenty times the number of shares
of common stock that the Series IV Preferred Stock is convertible at such time
as a vote is taken.
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** On May 12, 2005, pursuant to the Stock Purchase Agreement and Share Exchange
between the Company, Cargo Connection Logistics Corp. and Mid-Coast Management,
Inc., these shareholders have an agreement in place that they will be issued
shares at the end of twelve months from the date of the Agreement so that these
shareholders will own a total of eighty (80%) of the outstanding shares of the
Company at such time. Therefore, on May 12, 2006, these individuals will be
issued shares equal to eighty (80%) percent of the outstanding shares of the
Company at such time.
DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no right under the FBCA, the Company's articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted in the Amendments.
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AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK.
The Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the maximum number of shares outstanding at any time
shall be five billion (5,000,000,000) shares of Common Stock with no preemptive
rights, $0.001 par value. On December 19, 2005, the Board of Directors approved
an amendment to the Articles of Incorporation to increase the number of
authorized shares of Common Stock from 750,000,000 to 5,000,000,000. On December
19, 2005, the holder of the proxy for a majority of the outstanding shares of
Common Stock approved the amendment by written consent.
The general purpose and effect of the amendment to the Company's Articles
of Incorporation is to authorize 4,250,000,000 additional shares of Common
Stock. The Board of Directors believes that it is prudent to have the new class
of Common Stock available for general corporate purposes, including
acquisitions, equity financings, stock dividends, stock splits or other
recapitalizations, and grants of stock options. Specifically, the increase in
authorized shares is necessary based upon the recent financing completed by the
Company. When the Board of Directors deem it to be in the best interests of the
Company and the Stockholders to issue additional shares of Common Stock in the
future from authorized shares, the Board of Directors generally will not seek
further authorization by vote of the Stockholders, unless such authorization is
otherwise required by law or regulations.
The increase in the authorized number of shares of Common Stock could have
an anti-takeover effect. If the Company's Board of Directors desires to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.
EFFECTIVE DATE OF AMENDMENTS
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendment
to the Certificate of Incorporation with the Delaware Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty (20)
days after the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on January 23, 2006.
By Order of the Board of Directors
/s/ Jesse Dobrinsky
- -----------------------------------
Jesse Dobrinsky
President,
Chief Financial Officer
& Director
6
Exhibit A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CARGO CONNECTION LOGISTICS HOLDING, INC.
Pursuant to the provision of Section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to the articles of
incorporation:
FIRST: Amendment adopted (indicate articles number being amended, added or
deleted)
PARAGRAPH 1 OF ARTICLE IV, CAPITAL STOCK IS AMENDED TO READ AS FOLLOWS:
The Corporation is authorized to issue up to 5,002,000,000 shares of
capital stock of which 5,000,000,000 shall be designated as "Common
Stock", each shares of which shall have the par value of $0.001 and
2,000,000 which shall be designated as "Preferred Stock", each of
which shall have the par value of $1.00, except for 8,500 which
shall have par value of $.001.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provision for implementing the amendment if not
contained in the amendment itself, are as follows:
THIRD: The date of each amendment's adoption: December 19, 2005
FOURTH: Adoption of Amendment:
|_| The amendment(s) was/were approved by the shareholders. The number
of votes cast for the amendment(s) was/were sufficient for approval.
|_| The amendment(s) was/were approved by the shareholders through
voting groups. The following statements must be separately provided
for each voting group entitled to vote separately on the
amendment(s):
"The number of votes case for the amendment(s) was/were sufficient for
approval by _______________________."
Voting group
The amendment(s) was/were adopted by the Board of Directors without
shareholders action and shareholder action was not required.
|_| The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 19th day of December, 2005
Signature: /s/ Jesse Dobrinsky
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JESSE DOBRINSKY
(By the Chairman or Vice Chairman of the Board of Directors, President or other
officer if adopted by the shareholders)
OR
(By a director if adopted by the directors
OR
(By an incorporator of adopted by the incorporators
JESSE DOBRINSKY
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Typed or printed name
PRESIDENT
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Title