To: Smiling Bob who wrote (9573 ) 3/9/2006 3:58:15 PM From: Smiling Bob Read Replies (1) | Respond to of 19256 CRGO - .0109 bid -out - expecting big dump - major dilution ahead off of expected pump 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.