SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 30, 2005
CARGO CONNECTION LOGISTICS HOLDING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Florida 0-28223 65-0510294
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE
ORGANIZATION) INCORPORATION OR
IDENTIFICATION NO.)
600 Bayview Avenue
Inwood, New York 11096
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(516) 239-7000
(ISSUER TELEPHONE NUMBER)
(FORMER NAME AND ADDRESS)
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2005, the Company completed a financing agreement for $2,350,000
with Montgomery Equity Partners, Ltd. ("Montgomery"). Under the terms of the
agreement, at Closing, the Company received the initial traunch of the funding
in the amount of $1,750,000 with the balance of $600,000 to be funded two (2)
days prior to the filing of the SB-2 Registration Statement with the Securities
and Exchange Commission. The Company issued to Montgomery a secured convertible
debenture in the amount of $1,750,000 with a 10% interest rate and a maturity
date of December 28, 2007. The debentures are convertible into common shares of
the Company at the lesser of (a) $0.0025 or (b) seventy five percent (75%) of
the lowest Closing Bid Price of the Common Stock, as quoted by Bloomberg, LP, of
the ten (10) trading days immediately preceding the Conversion Date. The
Conversion Price may be adjusted pursuant to the other terms of this Debenture.
The Company simultaneously issued to Montgomery five year warrants to purchase
2,000,000 shares of the Company's common stock which are exercisable at an
exercise price of $0.001.
The Company is committed to filing an SB-2 Registration Statement with the SEC
within 45 days from the Closing Date. As set forth above, the Company will
receive the second traunch of funding two days prior to when the SB-2 is filed
with the SEC. There are penalty provisions for the Company should the filing not
become effective within 120 days of the Closing Date. The debentures are secured
by all of the assets of the Company.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
10.1 Securities Purchase Agreement
10.2 Secured Convertible Debenture
10.3 Investor Registration Rights Agreement
10.4 Warrant to Purchase Common Stock
10.5 Security Agreement
10.6 Escrow Agreement
10.7 Subsidiary Security Agreement
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 hereunto duly authorized.
Cargo Connection Logistics Holding, Inc.
By: /s/ Scott Goodman
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SCOTT GOODMAN
President and CEO
Dated: January 9, 2006