U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[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]
PART 1 - FINANCIAL INFORMATION
Transportation Logistics Int'l Inc. and Subsidiaries
Consolidated Balance Sheet
June 30, 2004
Assets
Cash $ 2,477
------
Total Assets $ 2,477
======
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
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Total Current Liabilities 1,703,315
Loan payable 1,055,294
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Total Liabilities 2,758,609
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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 4,764,492
Additional paid-in capital - stock options 36,748
Retained earnings (deficit) (5,737,418)
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 (2,756,132)
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Total Liabilities and Stockholders' Equity $ 2,477
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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 Six Months
Ended Ended
June 30, June 30,
-------------------- -------------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues $ 0 $ 0 $ 10,350 $ 0
Operating Expenses 0 0 0 0
----------------- ------------------
Gross Profit 0 0 10,350 0
----------------- ------------------
Operating Expenses
Selling, general and administrative 13,258 0 49,521 0
Stock issued for consulting services 244,583 61,775 267,583 123,550
------------------ -----------------
Total Operating Expenses 257,841 61,775 317,104 123,550
------------------ -----------------
Loss Before Discontinued Operations (257,841) (61,775) (306,754) (123,550)
------------------ ------------------
Income (Loss) from Discontinued
Operations 0 (281,000) 0 (357,046)
------------------ ------------------
Net Income (Loss) $(257,841) $(342,775) $(306,754) $(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)
------------------ ---------------
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 40,396,388
See Notes to Consolidated Financial Statements
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Transportation Logistics Int'l Inc. and Subsidiaries
Consolidated Condensed Interim Statements of Cash Flows
Six Months Ended
June 30,
--------------------
2004 2003
-------- --------
Cash Used in Operating Activities
Continued $ (34,171) $ 0
Discontinued - (2,757)
-------- --------
Net Cash Used in Operating Activities (34,171) (91,213)
Cash Flows From Financing Activities
Proceeds from loan payable, net 35,084 0
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Net Cash Provided by Financing Activities 35,084 0
-------- --------
Net (Decrease) in Cash and Equivalents 913 (2,757)
Cash and Equivalents at Beginning of Period 1,564 2,757
-------- --------
Cash and Equivalents at End of Period $ 2,477 $ -
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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 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.
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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 $2,758,609 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.
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
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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: August 13, 2004 By: /s/ Michael Margolies
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Michael Margolies, Chief Executive Officer,
Chief Financial Officer, Chief Accounting
Officer
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EXHIBIT 31: Rule 13a-14(a) Certification
I, Michael Margolies, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Transportation Logistics Int'l, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small
business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal controls over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reporting.
Date: August 13, 2004 /s/ Michael Margolies
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Michael Margolies, Chief Executive Officer
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EXHIBIT 32: Rule 13a-14(b) Certification
The undersigned officer certifies that this report fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and that
the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of Transportation
Logistics Int'l, Inc.
A signed original of this written statement required by Section 906 has been
provided to Transportation Logistics Int'l, Inc. and will be retained by
Transportation Logistics Int'l, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
Date: August 13, 2004 /s/ Michael Margolies
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Michael Margolies (Chief Executive Officer)