U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/A
(Amendment No. 1)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-25319
TRANSPORTATION LOGISTICS INT'L, INC.
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(Name of Small Business Issuer in its Charter)
Colorado 84-1191355
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
136 Freeway Drive East, East Orange, NJ 07018
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (973) 266-7020
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
August 13, 2004
Common Voting Stock: 49,733,347
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Amendment No. 1
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The Registrant is filing this Amendment No. 1 to its quarterly report in
order to consolidate in the Registrant's financial statements the financial
statements of Advanced Medical Diagnostics LLC, which the Registrant acquired
on June 1, 2004.
PART 1 - FINANCIAL INFORMATION
Transportation Logistics Int'l Inc. and Subsidiaries
Consolidated Balance Sheet
June 30, 2004
Assets
Current Assets
Cash $ 2,477
-------
Total Current Assets 2,477
Goodwill 23,622
-------
Total Assets $ 26,099
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Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued
expenses 137,388
Convertible debenture 200,000
Notes payable 100,000
Net liabilities of discontinued
operations 1,265,927
Due to officers' 2,205
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Total Current Liabilities 1,705,520
Loan payable 1,055,294
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Total Liabilities 2,760,814
Commitments and Contingencies -
Stockholders' Equity
Preferred stock, $.01 par value;
5,000,000 shares authorized,
and 0 shares issued and outstanding -
Common stock, no par value;
50,000,000 shares authorized,
46,260,686 shares issued and
46,496,338 shares outstanding 4,765,492
Additional paid-in capital -
stock options 44,748
Retained earnings (deficit) (5,725,001)
Consulting services to be provided (1,297,417)
Less: treasury stock, 235,652
shares at cost (522,537)
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Total Stockholders' Equity (2,734,715)
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Total Liabilities and Stockholders'
Equity $ 26,099
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See Notes to Consolidated Financial Statements
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Transportation Logistics Int'l Inc. and Subsidiaries
Consolidated Condensed Interim Statements of Operations
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
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Revenues $ - $ - $ 10,350 $ -
Operating Expenses - - - -
-------------------- ---------------------
Gross Profit - - 10,350 -
Operating Expenses
Selling, general and
administrative 841 - 37,103 -
Stock issued for consulting
services 244,583 61,775 267,583 123,550
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Total Operating Expenses 245,424 61,775 304,686 123,550
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Loss Before Discontinued
Operations (245,424) (61,775) (294,336) (123,550)
Income (Loss) from
Discontinued Operations - (281,000) - (357,046)
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Net Income (Loss) $(245,424) $(342,775) $ (294,336) $ (480,596)
=================== =====================
Earnings Per Share
Income (loss) from
continuing operations $ (0.01) $ (0.01) $ (0.01) $ (0.01)
Income (loss) from
discontinued operations 0.00 (0.01) 0.00 (0.01)
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Basic and diluted earnings
per share $ (0.01) $ (0.02) $ (0.01) $ (0.02)
=================== =====================
Weighted Average Number of
Common Shares Outstanding
Basic and Diluted 46,496,338 40,396,338 46,496,338 40,396,338
===================== ======================
See Notes to Consolidated Financial Statements
-3-
Transportation Logistics Int'l Inc. and Subsidiaries
Consolidated Condensed Interim Statements of Cash Flows
Six Months Ended
June 30,
2004 2003
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Cash Used in Operating Activities
Continued $ (36,376) $ -
Discontinued - (2,757)
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Net Cash Used in Operating Activities (36,376) (91,213)
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Cash Flows From Financing Activities
Proceeds from loan payable, net 37,289 -
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Net Cash Provided by Financing Activities 37,289 -
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Net (Decrease) in Cash and Equivalents 913 (2,757)
Cash and Equivalents at Beginning of Period 1,564 2,757
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Cash and Equivalents at End of Period $ 2,477 $ -
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See Notes to Consolidated Financial Statements
-4-
Transportation Logistics Int'l Inc. and Subsidiaries
Notes to the Consolidated Condensed Interim Financial Statements
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
DISCONTINUATION OF OPERATIONS
As of June 30, 2003 the Company had discontinued all of its operations.
Historical results have been restated, therefore, to reflect the
discontinuation.
ACQUISITION OF ADVANCED MEDICAL DIAGNOSTICS, LLC
On June 1, 2004 the Company acquired the entire membership interest in
Advanced Medical Diagnostics LLC ('AMD'). AMD began operations on October
30, 2003 and is engaged in the business of manufacturing and distributing the
'Advanced Medical Diagnostics HIV (1 & 2) Rapid Test.' The membership interests
in AMD were acquired by the Company in exchange for 100,000 shares of the
Company's common stock. The Company also agreed to issue 500,000 shares of
its common stock to the management of AMD as employment incentives.
Following is a condensed balance sheet showing the fair values of the assets
acquired and the liabilities assumed as of the date of the acquisition:
Goodwill arising in the acquisition $ 23,622
Current liabilities 2,205
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Net assets acquired $ 21,417
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The following pro forma information is based on the assumption that the
acquisition took place as of January 1, 2004:
June 30, 2004
Revenues $ 10,350
Net Income (Loss) (341,651)
Earnings (Loss) Per Share (0.01)
RESTATEMENT OF FINANCIAL RESULTS
The Company has restated its financial statements for the six months ended
June 30, 2004. The restated financial results properly reflect the June 1,
2004 acquisition of Advanced Medical Diagnostics, LLC. The impact on the
Company's financial results as originally reported is summarized below.
Three Months Ended Six Months Ended
June 30, 2004 June 30, 2004
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As As As As
Reported Restated Reported Restated
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Total Assets $ 2,477 $ 26,099 $ 2,477 $ 26,099
Accumulated Deficit (5,737,418) (5,725,001) (5,737,418) (5,725,001)
Net Income (Loss) (257,841) (245,424) (306,754) (294,336)
Earnings (Loss) Per Share (0.01) (0.01) (0.01) (0.01)
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
Results of Operations
Effective as of June 30, 2003, the Company terminated the operations of
Xcalibur Xpress, the only operation which had been continuing prior to that
date. The Company liquidated the assets of Xcalibur Xpress and used the
proceeds to reduce its debts. In its financial statements for the first half
of 2003 the Company recorded a $281,000 "loss from discontinued operations
of subsidiary."
The only revenue recorded by the Company for the first half of 2004 was $10,350
that it was paid for consulting services rendered. At the present time the
Company has only one business operation: its newly acquired subsidiary,
Advanced Medical Diagnostics LLC. However, Advanced Medical Diagnostics has
not generated any revenue to date.
The Company intends to negotiate for one or more acquisitions of operating
companies in the field of transportation and logistics or in the field of
medicine. Any such acquisition, however, will involve the issuance of a
large number of shares of capital stock. Moreover it is unlikely that the
Company will be able to achieve any acquisition unless management is able to
negotiate compromises with the Company's principal creditors.
Liquidity and Capital Resources
The Company has no operating assets and $2,758,337 in net liabilities. The
Company will be unable to satisfy its liabilities unless its creditors agree
to compromise their claims in connection with the Company's acquisition of
an operating business.
ITEM 3. CONTROLS AND PROCEDURES
Michael Margolies, our Chief Executive Officer and Chief Financial Officer,
performed an evaluation of the Company's disclosure controls and procedures
as of June 30, 2004. Based on his evaluation, he concluded that the controls
and procedures in place are sufficient to assure that material information
concerning the Company which could affect the disclosures in the Company's
quarterly and annual reports is made known to him by the other officers and
employees of the Company, and that the communications occur with promptness
sufficient to assure the inclusion of the information in the then-current
report.
There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls subsequent to
the date on which Mr. Margolies performed his evaluation.
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PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K.
Reports on Form 8-K. Report dated June 1, 2004 concerning acquisition
of Advanced Medical Diagnostics, LLC
Exhibits:
31 Rule 13a-14(a) Certification
32 Rule 13a-14(b) Certification
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.
TRANSPORTATION LOGISTICS INT'L, INC.
Date: September 10, 2004 By: /s/ Michael Margolies
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Michael Margolies, Chief Executive
Officer, Chief Financial Officer, Chief
Accounting Officer