Advanced Medical Diagnostics, LLC A Development Stage Company Financial Statements December 31, 2003 Independent Auditors' Report To the Members of Advanced Medical Diagnostics, LLC We have audited the accompanying balance sheet of Advanced Medical Diagnostics, LLC as of December 31, 2003 and the related statements of income and members' equity and cash flows for the period October 30, 2003 (date of inception) through December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Medical Diagnostics, LLC as of December 31, 2003, and results of their operations and cash flows for the period October 30, 2003 (date of inception) through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Rosenberg Rich Baker Berman & Company Bridgewater, New Jersey August 31, 2004 Advanced Medical Diagnostics, LLC A Development Stage Company Balance Sheet December 31, 2003 Assets $ - ========= Liabilities and Members' Equity (Deficit) Short-term loan payable 5,280 --------- Total Current Liabilities 5,280 Commitments and contingencies - Members' deficit accumulated during the development stage (5,280) --------- Total Liabilities and Members' Equity (Deficit) $ - ========= See notes to the financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Statement of Income and Members' Equity (Deficit) October 30, 2003 (date of inception) to December 31, 2003 -------------------- Sales $ - Operating Expenses General and administrative expenses 3,810 Research and development costs 3,665 ------- Total Operating Expenses 7,475 ------- Net Loss Before Benefit From Income Taxes $ (7,475) Benefit From Income Taxes - ------- Net Loss $ (7,475) ======= Members' Equity (Deficit) Beginning of Period - Net Loss, Above (7,475) Members' Contributions 2,195 ------- End of Period $ (5,280) ======= See notes to the financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Statement of Cash Flows October 30, 2003 (date of inception) to December 31, 2003 -------------------- Cash Flows From Operating Activities Net Loss $ (7,475) ------ Net Cash Used by Operating Activities (7,475) ------ Cash Flows From Financing Activities Short-term loan payable 5,280 Member contributions 2,195 ------ Net Cash Provided by Financing Activities 7,475 ------ Net Increase (Decrease) in Cash - Cash at Beginning of Period - ------ Cash at End of Period $ - ====== See notes to financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Notes to the Financial Statements SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization Advanced Medical Diagnostics, LLC (the "Company") was formed on October 30, 2003, for the purpose of developing, manufacturing and marketing "Advanced Medical Diagnostics HIV (1 & 2) Rapid Test", a HIV diagnostic kit. The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to research and development, developing markets for its product and raising capital to support these efforts. The Company shall be dissolved and its affairs wound up in accordance with the Act and the Agreement on November 1, 2023 unless the term shall be extended by amendment to the Agreement and the Articles. Research and Development Costs Research and development costs are charged to operations as incurred and amounted to $3,665 for the period October 30, 2003 (date of inception) to December 31, 2003. Income Taxes The Company is a limited liability company taxed as a partnership in which all elements of income and deductions are included in the tax returns of the members of the Company. Therefore, no income tax provision is recorded by the Company. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. SHORT-TERM LOAN PAYABLE Short-term loan payable represents advances by Transportation Logistics International, Inc. The advances are due on demand and bear no interest. COMMITMENTS AND CONTINGENCIES The Company entered into a compensation agreement with its President for $75,000 per year commencing upon the Company receiving its first bona fide order of a minimum of 25,000 HIV test kits. As of December 31, 2003, no bona fide order was received. On June 3, 2004, the Company entered into an agreement with (Sourcing Specialists II LLC (SSII) an entity owned by the officers of the Company. The agreement states that the principles of SSII will provide services to the Company through December 31, 2006, in exchange for SSII receiving a royalty equal to $0.235 per diagnostic kit sold by the Company, and a commission equal to 12% of gross sales prices of any product sold, where the officer introduces the purchase to the company. Advanced Medical Diagnostics, LLC A Development Stage Company Notes to the Financial Statements SUBSEQUENT EVENTS Subsequent to December 31, 2003, the Company began leasing office space from a related party on a month to month basis. The monthly rent is $1,912. On June 1, 2004, the members of the Company sold all of their membership interests to Transportation Logistics International, Inc., a publicly traded corporation. Advanced Medical Diagnostics, LLC A Development Stage Company Balance Sheet March 31, 2003 (Unaudited) Assets $ - ======== Liabilities and Members' Equity Short-term loan payable 14,524 -------- Total Current Liabilities 14,524 -------- Members' Equity (Deficit) (14,524) -------- Total Liabilities and Members' Equity $ - ======== See notes to financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Statement of Income and Members' Equity (Deficit) Three Months Ended October 30, 2003 March 31, 2004 (date of inception) (Unaudited) to March 31, 2004 (Unaudited) ------------------ ------------------ Sales $ - $ - Operating Expenses General and administrative expenses 16,479 20,289 Research and development costs - 3,665 -------- -------- Total Operating Expenses 16,479 23,954 -------- -------- Net Loss Before Benefit From Income Taxes (16,479) (23,954) Benefit From Income Taxes - - -------- -------- Net Loss $ (16,479) $ (23,954) ======== ======== Members' Equity (Deficit) Beginning of Period $ (5,280) $ - Net Loss, Above (16,479) (23,954) Members' Contributions 7,235 9,430 -------- -------- End of Period $ (14,524) $ (14,524) ======== ======== See notes to financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Statement of Income and Members' Equity Three Months Ended October 30, 2003 March 31, 2004 (date of inception) to March 31, 2004 ------------------ ------------------ Cash Flows From Operating Activities Net Loss $ (16,479) $ (23,954) -------- -------- Net Cash (Used) by Operating Activities (16,479) (23,954) -------- -------- Cash Flows From Financing Activities Short-term loan payable 9,244 14,524 Member contributions 7,235 9,430 -------- -------- Net Cash Provided by Financing Activities 16,479 23,954 -------- -------- Net Increase (Decrease) in Cash - - Cash at Beginning of Period - - -------- -------- Cash at End of Period $ - $ - ======== ======== See notes to financial statements Advanced Medical Diagnostics, LLC A Development Stage Company Notes to the Financial Statements SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization Advanced Medical Diagnostics, LLC (the "Company") was formed on October 30, 2003, for the purpose of developing, manufacturing and marketing "Advanced Medical Diagnostics HIV (1 & 2) Rapid Test", a HIV diagnostic kit. The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to research and development, developing markets for its product and raising capital to support these efforts. Research and Development Costs Research and development costs are charged to operations as incurred. Income Taxes The Company has elected to file as a Limited Liability Corporation for Federal and State income tax purposes, thus income is taxed to the shareholders personally. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. SHORT-TERM LOAN PAYABLE Short-term loan payable represents advances by Transportation Logistics International, Inc. The advances are due on demand and bear no interest. COMMITMENTS AND CONTINGENCIES The Company entered into a compensation agreement with its President for $75,000 per year commencing upon the Company receiving its first bona fide order of a minimum of 25,000 HIV test kits. As of March 31, 2004, no bona fide order was received. On June 3, 2004, the Company entered into an agreement with (Sourcing Specialists II LLC (SSII) an entity owned by the officers of the Company. The agreement states that the principles of SSII will provide services to the Company through December 31, 2006, in exchange for SSII receiving a royalty equal to $0.235 per diagnostic kit sold by the Company, and a commission equal to 12% of gross sales prices of any product sold, where the officer introduces the purchase to the company. In March 2004, the Company began leasing office space from a related party on a month to month basis. The monthly rent is $1,912. SUBSEQUENT EVENTS On June 1, 2004, the members of the Company sold all of their membership interests to Transportation Logistics International, Inc., a publicly traded corporation.