UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 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, East Orange, NJ 07018
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(Address of principal executive offices)
(973) 266-7020
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Registrant's Telephone Number
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Item 2.01 Completion of Acquisition of Assets
On October 1, 2004 Transportation Logistics 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 ."
Transportation Logistics acquired the interest from Jane Schub and
Michael Schub. Mr. and Mrs. Schub are the officers of J&J Marketing. They
have retained the remaining 20% interest in J&J Marketing. There is no
material relationship, other than in connection with the acquisition, between
either of the Schubs and Transportation Logistics or any affiliate of
Transportation Logistics.
In consideration for the transfer of the equity interest, Transportation
Logistics has committed to issue to the Schubs 100,000 shares of its common
stock as soon as it has sufficient authorized shares. Management anticipates
that the shareholders of Transportation Logistics will approve an increase in
the authorized shares at the shareholders meeting scheduled for November 8,
2004.
In connection with the acquisition, Transportation Logistics granted to
the Schubs an option to purchase Transportation Logistics' interest in J&J
Marketing. The Schubs may exercise the option only in the event of a
Liquidity Event. A "Liquidity Event" is defined to mean a liquidation,
dissolution or winding up of Transportation Logistics, a merger or acquisition
involving Transportation Logistics in which it is not the surviving entity, a
sale of substantially all of its assets, certain bankruptcy or insolvency
proceedings, or the delisting of the common stock of Transportation Logistics
by the OTC Bulletin Board. The exercise price, if the Schubs exercise the
option, will be the market value of 250,000 shares of Transportation Logistics
common stock or, if prices are not quoted for the common stock, $12,500. The
option expires on May 15, 2005.
EXHIBITS
1. Acquisition Agreement dated October 1, 2004 between Transportation
Logistics Int'l, Inc. and the members of J&J Marketing LLC.
2. Option Agreement dated October 1, 2004 among Transportation Logistics
Int'l, Inc., J&J Marketing LLC, and Jane and Michael Schub.
3. Financial Statements of J&J Marketing, LLC - to be filed by amendment.
4. 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: October 5, 2004 By:/s/ Michael Margolies
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Michael Margolies
Chief Executive Officer