SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2004
TRANSPORTATION LOGISTICS INT'L, INC.
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(Exact name of Registrant as Specified in its Charter)
Colorado 0-25319 84-1191355
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
136 Freeway Drive, East Orange, NJ 07018
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(Address of principal executive offices)
(973) 266-7020
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Registrant's Telephone Number
Item 2. Acquisition of Advanced Medical Diagnostics, LLC
On June 1, 2004 Transportation Logistics Int'l, Inc. 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." This diagnostic kit, which
retails for under $6.00, permits an individual to test himself for the HIV
virus and obtain a result in 15 minutes that has 99.4% accuracy.
The membership interests in AMD were acquired by Transportation
Logistics in exchange for 100,000 shares of Transportation Logistics common
stock. 76.5% of the membership interest in AMD was acquired from the three
officers of AMD: Michael Gilbert, Michael Alora and Nick Olivieri. The
remaining 23.5% interest was acquired from The Margolies Family Trust. The
trustee of the Margolies Family Trust is the wife of Michael Margolies, and
the beneficiaries of the Margolies Family Trust are the children of Michael
Margolies. Michael Margolies is the Chairman of Transportation Logistics.
In connection with the acquisition, Transportation Logistics agreed to
issue 200,000 of its common shares to the three officers of AMD (Michael
Gilbert - 106,000 shares; Michael Alora - 47,000 shares, and Nick Olivieri -
47,000 shares) to compensate them for their continued employment by AMD.
EXHIBITS
1. Acquisition Agreement dated June 1, 2004 between Transportation Logistics
Int'l, Inc. and the members of Advanced Medical Diagnostics LLC.
2. Financial Statements of Advanced Medical Diagnostics LLC - to be filed by
amendment.
3. Pro Forma Financial Statements - to be filed by amendment.
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 hereunto duly authorized.
TRANSPORTATION LOGISTICS INT'L, INC.
Dated: June 1, 2004 By:/s/ Michael Margolies
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Michael Margolies
Chief Executive Officer
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EXHIBIT 1
ACQUISITION AGREEMENT
AGREEMENT made as of the 1st day of June, 2004 between
Transportation Logistics Int'l, Inc., a Colorado corporation ("TLI") and the
members of Advanced Medical Diagnostics LLC ("AMD") who are identified on the
signature page of this Agreement (the "Members").
WHEREAS, TLI desired to acquire sole ownership of AMD, and the
Members desire to associate AMD with TLI, on the terms and subject to the
conditions herein.
NOW, THEREFORE, it is agreed:
1. Assignment of Membership Interests. The Members hereby assign
to TLI their respective membership interests in AMD, as follows:
Membership
Member Interest
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Michael Gilbert 29.5%
Michael Allora 23.5%
Nicholas Olivieri 23.5%
The Margolies Family Trust 23.5%
2. Issuance of Shares. In consideration of the foregoing
assignment, TLI will issue to the Members a total of one hundred thousand
(100,000) shares of its common stock, no par value (the "Shares"). The Shares
will be allocated among the Members in proportion to their membership
interests listed above. The Members hereby represent that they are taking the
Shares for investment, without a present intention of transferring or
distributing the Shares.
3. Employment.
a. The officers of AMD after completion of this acquisition will
be:
President - Michael Gilbert
Vice President - Michael Allora
Vice President - Nichola Olivieri
b Promptly after the execution of this Agreement, TLI will issue
a total of two hundred thousand (200,000) shares of its common stock to the
officers of AMD. The shares will be issued pursuant to the terms of TLI's
2004 Equity Incentive Plan, which is being registered with the Securities and
Exchange Commission on Form S-8. Accordingly, the shares issued to the
officers will be unrestricted. The shares will be allocated among the
officers thus:
Michael Gilbert: 106,000
Michael Alora: 47,000
Nicholas Olivieri: 47,000
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200,000
4. Representations and Warranties of Members. The Members, jointly and
severally, represent and warrant to TLI that:
a. The membership interests being assigned hereunder are all of the
membership interests in AMD. There are no liens or encumbrances on any of the
membership interests. The copy of the Operating Agreement of AMD previously
delivered to TLI is true and complete.
b. AMD is not party to any litigation, nor has any claim been made
against AMD that could result in litigation. AMD is not aware of any
investigation by any government agency involving AMD or its business.
c. AMD owns or has licenses to all of the intellectual property used
in its business. To the best knowledge of the Members, the conduct of the
business of AMD, as presently conducted, does not violate the intellectual
property rights of any person or entity.
5. Representations and Warranties of TLI. TLI represents and warrants
to the Members that:
a. Prior to the issuance of shares hereunder, there were 39,548,339
shares of TLI common stock issued and outstanding.
b. This agreement and the issuance of the shares undertaken herein has
been approved by the Board of Directors of TLI and does not require the
approval of the shareholders of TLI. The transactions contemplated by this
Agreement will not violate any rule, order or covenant binding on TLI.
c. TLI has filed all reports with the Securities and Exchange
Commission that are required by the Securities Exchange Act of 1934 and the
regulations thereunder.
d. The common stock of TLI is quoted on the OTC Bulletin Board. TLI
has not received notice that the NASD contemplates delisting its common stock
from the OTC Bulletin Board.
IN WITNESS WHEREOF, the parties have made this agreement as of the date
written on its first page.
TRANSPORTATION LOGISTICS MEMBERS:
INT'L, INC.
By:___________________________ _______________________________
Michael Margolies, Chairman Michael Gilbert
_______________________________
Michael Allora
_______________________________
Nicholas Olivieri
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Elaine Margolies, Trustee of The
Margolies Family Trust