* * * * *
PRO FORMA FINANCIAL STATEMENTSB
On June 1, 2004, Transportation Logistics Int'l Inc., (the "Company"),
completed its acquisition of substantially all of the member's interest of
Advanced Medical Diagnostics, LLC ("Advanced"), a development stage
enterprise formed on October 30, 2003 for the purpose of developing,
manufacturing and marketing the "Advanced Medical Diagnostics HIV (1 & 2)
Rapid Test", a HIV diagnostic kit. Under the terms of the acquisition
agreement, the Company issued 100,000 shares of its common stock to the
members of Advanced. The shares were valued at $9,000, their fair market
value on the date of the agreement.
The following unaudited pro forma condensed financial statements have been
prepared using the unaudited historical financial statements of the Company
and Advanced as of and for the three months ended March 31, 2004 and for the
year ended December 31, 2003. The unaudited pro forma condensed financial
statements are presented for illustrative purposes only, giving effect to the
acquisition, as described and therefore are not indicative of the operating
results that might have been achieved had the acquisition occurred as of an
earlier date, nor are they indicative of operating results which may occur in
the future.
The unaudited pro forma condensed consolidated balance sheet includes the
adjustments necessary to give effect to the acquisition as if it had been
consummated at March 31, 2004. The statements of operations include the
adjustments necessary to give effect to the acquisition as if it had been
consummated at the beginning of the periods presented. Adjustments included
in the proforma condensed balance sheet and statements of operations are
summarized as follows:
(1) Represents the Company's historical balance sheet at March 31, 2004
(2) Represents the historical balance sheet for Advanced at March 31, 2004
(3) Recognition of common stock of the Company issued for the acquisition of
Advanced and goodwill
(4) Represents elimination of Advanced members' equity upon acquisition
Transportation Logistics Int'l, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
March 31, 2004
Transportation
Logistics Advanced
Int'l, Inc. Medical Pro Pro
and Diagnostics, Forma Forma
Subsidiaries (1) LLC (2) Adjustments Consolidated
- --------------------------------------------------------------------------------------
Assets
Current Assets
Cash $ 210 $ - $ - $ 210
----------------------------------------------------------
Total Current Assets 210 - - 210
Goodwill - - 23,524 (3) 23,524
----------------------------------------------------------
Total Assets 210 - 23,524 23,734
==========================================================
Liabilities and Stockholders' (Members') (Deficit)
Current Liabilities
Accounts payable and
accrued expenses 139,388 - - 139,388
Convertible debenture 200,000 - - 200,000
Notes payable 100,000 - - 100,000
Net liabilities of
discontinued operations 1,265,927 - - 1,265,927
Short-term loan payable - 14,524 - 14,524
----------------------------------------------------------
Total Current Liabilities 1,705,315 14,524 - 1,719,839
Loan payable 1,037,769 - - 1,037,769
----------------------------------------------------------
Total Liabilities 2,743,084 14,524 - 2,757,608
Stockholders' (Members')
Equity
Common stock and
additional paid in
capital 3,696,240 - 9,000 (3) 3,705,240
Retained (deficit)
Members' (deficit) (5,479,577) (14,524) 14,524 (4) (5,479,577)
Consulting services
to be provided (437,000) - - (437,000)
Treasury stock (522,537) - - (522,537)
----------------------------------------------------------
Total Stockholders'
(Members') (Deficit) (2,742,874) (14,524) 23,524 (2,733,874)
----------------------------------------------------------
Total Liabilities and
Stockholders' (Members')
(Deficit) $ 210 $ - $ 23,524 $ 23,734
==========================================================
Transportation Logistics Int'l, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
March 31, 2004
Transportation
Logistics Advanced
Int'l, Inc. Medical Pro Pro
and Diagnostics, Forma Forma
Subsidiaries (1) LLC (2) Adjustments Consolidated
- --------------------------------------------------------------------------------------
Operating Revenues $ 10,350 $ - $ - $ 10,350
Direct Operating
Expenses - - - -
---------------------------------------------------------
Gross Profit 10,350 - - 10,350
Operating Expenses
Selling, general and
administrative 36,263 16,479 - 52,742
Stock based compensation 23,000 - - 23,000
---------------------------------------------------------
Total Operating Expenses 59,263 16,479 - 75,742
---------------------------------------------------------
Loss Before Income Taxes (48,913) (16,479) - (65,392)
(Provision) Benefit for
Income Taxes - - - -
---------------------------------------------------------
Net Loss $ (48,913) $ (16,479) $ - $ (65,392)
=========================================================
Earnings (Loss) Per Share
(Loss) from continuing
operations $ 0.00 $ 0.00
(Loss) from discontinued
operations 0.00 0.00
--------- ---------
Basic and diluted earnings
(loss) per share $ 0.00 $ 0.00
========= =========
Transportation Logistics Int'l, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
December 31, 2003
Transportation
Logistics Advanced
Int'l, Inc. Medical Pro Pro
and Diagnostics, Forma Forma
Subsidiaries (1) LLC (2) Adjustments Consolidated
- --------------------------------------------------------------------------------------
Operating Revenues $ 65,533 $ - $ - $ 65,533
Direct Operating Expenses - - - -
-----------------------------------------------------------
Gross Profit 65,333 - - 65,533
Operating Expenses
Selling, general
and administrative 138,489 3,810 - 142,299
Stock based compensation 635,500 - - 635,500
Research and development
costs - 3,665 - 3,665
-----------------------------------------------------------
Total Operating Expenses 773,989 7,475 - 781,464
-----------------------------------------------------------
Loss Before Income Taxes (708,456) (7,475) - (715,931)
(Provision) Benefit
for Income Taxes - - - -
-----------------------------------------------------------
Loss Before Discontinued
Operations (708,456) (7,475) - (715,931)
Discontinued Operations
Loss from discontinued
operations of subsidiary
(net of tax effect
of $0) (1,620,260) - - (1,620,260)
-----------------------------------------------------------
Net Loss $(2,328,716) $ (7,475) $ - $(2,336,191)
===========================================================
Earnings (Loss) Per Share
(Loss) from continuing
operations $ (0.02) $ (0.02)
(Loss) from
discontinued operations (0.04) (0.04)
Basic and diluted --------- ----------
earnings (loss) per
share $ (0.06) $ (0.06)
========= ==========