SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO.1 TO 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): April 12, 2006
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
INCORPORATION OR ORGANIZATION) 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 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIALS STATEMENTS TO A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW
The consolidated balance sheet and statement of operations included in the
financial statements filed by Cargo Connection Logistics Holding, Inc. prior to
the date of this current report on Form 8-K will be restated as discussed below.
On April 12, 2006, after management consulted with its independent auditor,
Friedman & Co., LLP, it was determined that we would restate previously issued
consolidated financial statements for the two years ended December 31, 2004 and
2003, as well as the quarters ended March 31, 2005, June 30, 2005 and September
30, 2005 to correct for errors in the accounting for Convertible Debenture
Notes, Stand Alone Warrants and as a result of certain registration rights
granted to the investors of these notes, potential Liquidated Damages, interest
rate adjustments and conversion option features that were not previously
recorded.
More specifically, the convertible debt have been previously been accounted for
under EITF 98-5 and EITF 00-27 using the intrinsic value accounting model which
includes accounting for beneficial conversion features. It has been determined
that the secured convertible debentures have embedded derivatives requiring
bifurcation under EITF 00-19 which require these instruments to be accounted for
under SFAS 133 using the fair value accounting model.
Accordingly, the financial statements of Cargo Connection Logistics Holding,
Inc. for the two years ended December 31, 2004 and 2003, as well as the quarters
ended March 31, 2005, June 30, 2005 and September 30, 2005 do not present
fairly, in all material respects, the financial position of Cargo Connection
Logistics Holding, Inc. in conformity with generally accepted accounting
principles generally accepted in the United States of America; and therefore
should not be relied upon. As such, the Company intends to file an amendment to
its Form 10-KSB for the year ended December 31, 2004 with revised audited
financial statements for the Company. The Company expects to file the amended
Form 10-KSB on or before June30, 2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None
(b) Exhibits
None
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
Chief Financial Officer
Dated: May 19, 2006