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 September 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
GLOBAL CONCEPTS, LTD.
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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)
14 Garrison Inn Lane, Garrison, NY 10524
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (845) 424-4100
Transportation Logistics Int'l, Inc.
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(Former Name, if Changed Since Last Report)
136 Freeway Drive East, East Orange, NJ 07018
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(Former Address, if Changed Since Last Report)
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:
November 12, 2004
Common Voting Stock: 50,000,000
Transitional Small Business Disclosure Format (check one): Yes No [X]
PART I - FINANCIAL INFORMATION
GLOBAL CONCEPTS LTD AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2004
ASSETS
2004
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CURRENT ASSETS
Cash $ 227
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Total current assets 227
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OTHER ASSETS
Deposit on acquisition 250,000
Goodwill 23,524
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Total other assets 273,524
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TOTAL ASSETS $ 273,751
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 135,509
Notes payable 350,000
Convertible debentures 200,000
Net liabilities of discontinued operations 1,265,927
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Total current liabilities 1,951,436
Loan payable 1,076,619
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Total liabilities 3,028,055
STOCKHOLDERS' DEFICIT
Preferred stock, $ no par value,;
5,000,000 shares authorized,
and 1,000,000 shares issued
and outstanding 10,000
Common stock, no par value,
50,000,000 shares authorized,
47,000,000 shares issued and
47,000,000 outstanding 4,405,644
Additional paid-in capital 36,748
Deficit (5,807,780)
Consulting services to be provided (1,398,916)
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Total stockholders' deficit (2,754,304)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 273,751
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The accompanying notes are an integral part of these consolidated condensed
financial statements.
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GLOBAL CONCEPTS LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
Three Months Ended Nine Months Ended
2004 2003 2004 2003
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Revenues $ - $ - $ 10,350 $ -
Operating expenses - - - -
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Gross profit - - 10,350 -
Operating expenses
Selling, general and
administrative 36,861 - 86,382 -
Stock issued for consulting
services 33,501 - 301,084 123,550
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Total operating expenses 70,362 - 387,466 123,550
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Loss before discontinued
operations (70,362) - (377,116) (123,550)
Income (loss) from discontinued
operations - - - (357,046)
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Net (loss) (70,362) - (377,116) (480,596)
===================== ====================
Earnings per share
(Loss) from continuing operations (0.01) - (0.01) -
(Loss) from discontinued
operations - - - (0.01)
Basic and diluted earnings per
share (0.01) - (0.01) (0.02)
Weighted average number of common
shares outstanding basic
and diluted 46,412,721 40,396,338 42,522,254 40,396,338
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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GLOBAL CONCEPTS LTD AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
Nine Months Ended
September 30,
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Continued $ (377,116) $ -
Discontinued - (2,757)
Amortization of stock based compensation 301,084 -
Adjustments to reconcile net (loss) to
net cash used in operating activities
(Increase) in investment (250,000) -
Increase in accounts payable and accrued
expenses 3,121 -
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Net cash (used in) operating activities (322,911) (2,757)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable-net 321,574 -
Payment of net liabilites of discountinued
operations (100,000) -
Proceeds from note payable 100,000 -
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Net cash provided by financing activites 321,574 -
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NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS (1,337) (2,757)
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 1,564 2,757
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 227 $ -
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The accompanying notes are an integral part of these consolidated condensed
financial statements.
-4-
Global Concepts, Ltd. 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 that
existed prior to that date. Historical results for periods prior to June 30,
2003 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.
DEPOSIT TOWARD ACQUISITION OF CLTA
In September 2004 the Company entered into an agreement to acquire sixty
percent (60%) of the capital stock of Compagnie Logistique de Transports
Automobiles ("CLTA"). CLTA is a French corporation located in Nugent sur
Oise, France. Its principal business is warehousing automobiles for Peugeot
and Citroen, then completing the final dealer preparation work before the
automobiles are delivered. The Company paid a deposit of $250,000 pursuant to
the agreement, which is recorded on the Company's balance sheet as "Deposit on
acquisition."
The Company borrowed the funds used to pay the deposit from Kevin Waltzer, a
shareholder of the Company. The terms on which the Company will repay Mr.
Waltzer have not been determined.
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SUBSEQUENT EVENT - ACQUISITION OF CLTA
On October 1, 2004 the Company completed its acquisition of 60% of CLTA by
paying $250,000 in addition to the deposit of $250,000 previously paid. The
Company also agreed to loan up to $500,000 to CLTA if requested by the Board
of Directors of CLTA prior to December 31, 2004. The Company also agreed to
guarantee a lease of ten trucks/trailers needed to fulfill CLTA's new
contract with CAT/Peugeot.
The Company borrowed the additional $250,000 used to purchase CLTA from Kevin
Waltzer, bringing to $500,000 the Company's total debt to Mr. Waltzer. The
terms on which the Company will repay Mr. Waltzer have not been determined.
SUBSEQUENT EVENT - ACQUISITION OF J&J MARKETING
On October 1, 2004 the Company acquired an eighty percent (80%) ownership
interest in J&J Marketing, LLC. J&J Marketing LLC is a New York limited
liability company that is engaged in the business of producing and
distributing non-medicated pharmaceutical personal care products under the
trademark "Savage Beauty ." The Company acquired the interest in J&J
Marketing in exchange for 100,000 shares of the Company's common stock.
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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 nine
months of 2003 the Company recorded a $357,046 "loss from discontinued
operations of subsidiary."
The only revenue recorded by the Company for the first nine months of
2004 was $10,350 that it was paid for consulting services rendered. Between
June 1, 2004 and October 1, 2004, however, the Company acquired three new
businesses: Advanced Medical Diagnostics LLC, Compagnie Logistique de
Transports Automobiles ("CLTA"), and J&J Marketing, LLC. Advanced Medical
Diagnostics has not generated any revenue to date. CLTA and J&J Marketing
were acquired on October 1, 2004 and, accordingly, their financial results are
not reflected in the Company's financial statements for the period ended
September 30, 2004. In its annual report for 2004, the Company will record
revenue from the operations of J&J Marketing and CLTA.
Liquidity and Capital Resources
At September 30, 2004 the Company had no operating assets and $3,028,055
in net liabilities. The subsequent acquisitions of J&J Marketing and CLTA
increased the Company's operating assets, but did not ameliorate its debt
situation. The Company will be unable to satisfy its liabilities unless its
creditors agree to compromise their claims. In addition, the Company has
committed to provide up to $500,000 if requested by the Board of CLTA prior to
December 31, 2004. Any funds provided to CLTA would have to be borrowed by
the Company; but the Company does not have a firm commitment from any lender
to provide the funds.
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 September 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:
3a-1 Articles of Amendment of Articles of Incorporation filed on
November 8, 2004
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.
GLOBAL CONCEPTS, LTD.
Date: November 12, 2004 By: /s/ Michael Margolies
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Michael Margolies, Chief
Executive Officer, Chief
Financial Officer, Chief
Accounting Officer