UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-K/A
(Amendment No. 1)
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
GLOBAL CONCEPTS, LTD.
----------------------------------------------------
(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.)
14 Garrison Inn Lane, Garrison, NY 10524
----------------------------------------
(Address of principal executive offices)
(845) 424-4100
-----------------------------
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)).
Amendment No. 1
---------------
This amendment is being filed to include the required financial statements.
Item 2.01 Completion of Acquisition of Assets
On October 1, 2004 Transportation Logistics acquired 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. CLTA also performs brake installation and testing of new cars for
Peugeot.
Transportation Logistics acquired the shares directly from CLTA, with
the approval of the other shareholders in CLTA. Neither Transportation
Logistics nor any of its affiliates had any prior relationship with either
CLTA or its shareholders. Transportation Logistics paid CLTA a purchase
price of $500,000 for the shares. Transportation Logistics also agreed to
loan up to $500,000 to CLTA if requested by the Board of Directors of CLTA
prior to December 31, 2004. Transportation Logistics also agreed to
guarantee a lease of ten trucks/trailers needed to fulfill its new contract
with CAT/Peugeot.
Transportation Logistics borrowed the $500,000 purchase price from
Kevin Waltzer. The terms on which the loan will be repaid are still being
negotiated. Mr. Waltzer is a shareholder of Transportation Logistics.
Transportation Logistics will soon appoint three of the five members of the
CLTA Board of Directors, and Mr. Waltzer will be one of the three individuals
appointed.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements
1. Financial Statements of Compagnie Logistique de Transports
Automobiles.
2. Pro Forma Financial Statements.
(c) Exhibits
10-a Purchase Agreement dated September 15, 2004 among Compagnie
Logistique de Transports Automobiles, Transportation Logistics Int'l,
Inc., Mr. M. Marstal, Mr. S. Taleb, Mr. D. DeMaio and Mr. Jean-Claude
Corre.
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.
GLOBAL CONCEPTS, LTD.
Dated: January 18, 2005 By:/s/ Michael Margolies
------------------------
Michael Margolies
Chief Executive Officer
* * * * *
Independent Auditors' Report
To the Board of Directors and Stockholders of
Compagnie Logistique De Transports Automobile
We have audited the accompanying balance sheet of Compagnie Logistique
De Transports Automobile as of June 30, 2004, and the related statement
of operations, and cash flows for the year then ended. 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 an perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatements. 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 about present
fairly, in all material respects, the financial position of Compagnie
Logistique De Transports Automobile as of June 30, 2004, and the results
of their operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the united
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company's significant operating loss raise
substantial doubt about its ability to continue as a going concern.
These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Rosenberg Rich Baker Berman & Company
------------------------------------------
Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
December 22, 2004
Compagnie Logistique
De Transports Automobile
(CLTA)
Balance Sheet
June 30, 2004
Assets
Current Assets
Cash $ 53,935
Accounts receivable 2,821,318
Other current assets 118,965
---------
Total Current Assets 2,994,218
---------
Property and Equipment 802,955
---------
Total Assets $ 3,797,173
=========
Liability and Stockholders Impairment
Current Liabilities
Accounts payable $ 1,176,026
Accrued expenses 32,231
Payroll taxes payable 2,383,066
Current maturities of capitalized lease
obligations 282,873
---------
Total Current Liabilities 3,874,196
---------
Obligations under capital leases, excluding
current maturities 408,333
---------
Total Liabilities 4,282,529
---------
Stockholders Equity (Impairment)
Common stock 625,000
Retained deficit (1,110,356)
---------
Total Stockholders Equity (Impairment) (485,356)
---------
Total Liabilities and Stockholders
Equity (Impairment) $ 3,797,173
=========
See notes to financial statements.
Compagnie Logistique
De Transports Automobile
(CLTA)
Statement of Operations
Year Ended June 30, 2004
Sales $ 13,754,980
Cost of Sales 13,455,099
-----------
Gross Profit 299,881
-----------
Operating Expenses
Sales and marketing 334,900
General and administrative 1,022,626
-----------
Total Operating Expenses 1,357,526
-----------
Loss From Operations (1,057,645)
-----------
Other Income (Expense)
Interest income 5,316
Interest expense (58,027)
-----------
Total Other Income (Expense) (52,711)
-----------
Loss Before Income Taxes (1,110,356)
Income taxes -
-----------
Net Income $ (1,110,356)
===========
See notes to financial statements.
Compagnie Logistique
De Transports Automobile
(CLTA)
Statement of Cash Flows
Year Ended June 30, 2004
Cash Flows From Operating Activities:
Net loss $ (1,110,356)
Depreciation 253,048
(Increase) in Assets
Accounts receivable (2,821,318)
Other current assets (118,965)
Increase in Liabilities
Accounts payable 1,176,026
Accrued expenses 32,231
Payroll taxes payable 2,383,066
---------
Net Cash From Operating Activities (206,268)
---------
Cash Flows From Investing Activities
Purchase of property and equipment (102,268)
---------
Cash Flows From Financing Activities
Repayment of capitalized lease obligations (262,529)
Proceeds from issuance of capital stock 625,000
---------
Net Cash From Financing Activities 362,471
---------
Net Increase in Cash 53,935
Cash, beginning of year -
---------
Cash, end of year $ 53,935
=========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid $ 58,027
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING =========
ACTIVITIES
Capitalized lease obligations incurred for
use of equipment $ 953,735
=========
See notes to financial statements.
Compagnie Logistique
De Transports Automobile
(CLTA)
Notes to the Financial Statements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of the Business
Compagnie Logistique De Transports Automobile ("CLTA") commenced July
1, 2003. CLTA is a French corporation located in France. The
Company warehouses automobiles for Peugeot and Citreon, and completes
the final dealer preparation work before the automobiles are
delivered. CLTA also performs brake installations and testing of new
cars for Peugeot.
Cash and Equivalents
For the purposes of the statement of cash flows, cash equivalents
include time deposits, certificate of deposits and highly liquid debt
instruments with maturities of three months or less.
Property, Plant and Equipment
Property, plant and equipment are carried at cost, less allowances
for depreciation and amortization. Depreciation and amortization are
computed by the straight-line method over the estimated useful lives
of the assets. Depreciation and amortization was $13,060 for the
year ended June 30, 2004. Repairs and maintenance expenditures which
do not extend the useful lives of the related assets are expensed as
incurred.
Revenue Recognition
Revenue for product sales are recognized at the time of delivery;
products are not sold on a conditional basis. Therefore, when
delivery has occurred the sale is complete as long as the collection
of the resulting receivables is probable.
Shipping and Handling Costs
Shipping and handling costs are expensed as insured into cost of
goods sold.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, inventory, prepaid expenses, accounts
payable and deferred income and credits approximates fair value because
of the short maturity of these instruments. The fair value of the
Company's capital lease obligations approximates its carrying value and
is based on the current rates offered to the Company for debt of the
same remaining maturities with similar collateral requirements.
Compagnie Logistique
De Transports Automobile
(CLTA)
Notes to the Financial Statements
LIMITATIONS
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
statement. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot
be determined with precision. Changes in assumptions could
significantly affect the estimates.
ECONOMIC DEPENDENCY
The Company derives 100% of its income from one customer.
CAPITAL LEASES
The Company leases transportation equipment under capital leases
expiring in various years through 2008. The assets and liabilities
under capital leases are recorded at the lower of the present value of
the minimum lease payments or the fair value of the asset at the
inception of the lease. The assets are amortized over the lower of
their related lease terms or their estimated productive lives.
Amortization of assets under capital leases is included in depreciation
expense for the year ended June 30, 2004.
Properties under capital leases as of June 30, 2004 are as follows:
Transportation $ 953,735
Less accumulated amortization 235,988
--------
Total $ 717,747
========
The following is a schedule of minimum lease payments due under capital
leases as of June 30, 2004.
Year Ending June 30,
2005 $ 303,280
2006 251,755
2007 145,542
2008 95,309
Total net minimum capital lease -------
payments 795,886
Less amounts representing interest 104,680
-------
Present value of net minimum
capital lease payments 691,206
Less current maturities of capital
lease obligations 282,873
-------
Obligations under capital leases,
excluding current maturities $ 408,333
=======
Interest rates on capitalized leases vary from 6% to 10% and are imputed
based on the lower of the Company's incremental borrowing rate at the
inception of each lease or the lessor's implicit rate of return.
SUBSEQUENT EVENTS
On October 1, 2004, Global Concepts, LTD acquired sixty percent (60%) of
the capital stock of CLTA, with approval of the other shareholders of
CLTA. Global Concepts, LTD paid CLTA a purchase price of $500,000 for
the shares. Global Concepts, LTD also agreed to loan up to $500,000 to
CLTA if requested by the Board of Directors of CLTA prior to December
31, 2004.
Global Concepts, Ltd.
Unaudited Pro Forma Condensed Financial Statements
On October 1, 2004 Global Concepts, Ltd. and Subsidiaries (the "Company")
acquired 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, and then completing the final dealer preparation work
before the automobiles are delivered. CLTA also performs brake installation
and testing of new cars for Peugeot.
Under the terms of the agreement, the Company paid CLTA a purchase price of
$500,000 for the shares. 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 its new contract with CAT/Peugeot.
The Company borrowed the $500,000 purchase price from a shareholder. The terms
on which the loan will be repaid are still being negotiated. The Company will
appoint three of the five members of the CLTA Board of Directors, and the
shareholder will be one of the three individuals appointed.
The following unaudited pro forma condensed financial statements of the
Company have been prepared to indicate how the financial statements of the
Company might have looked if the Merger with CLTA and transactions related to
that Merger had occurred as of the beginning of the period presented.
The pro forma condensed financial statements have been prepared using the
unaudited historical financial statements of the Company and CLTA as of and
for the nine months ended September 30, 2004 and for the year ended December
31, 2003.
The pro forma condensed financial statements are presented for illustrative
purposes only and are not intended to be indicative of actual financial
condition or results of operations had the Merger been in effect during the
periods presented, or of financial condition or results of operations that may
be reported in the future.
Unaudited Pro Forma Condensed Financial Statements (Continued)
Global Concepts, Ltd. and Subsidiaries
Unaudited Pro Forma Condensed Balance Sheet
Compagnie
Global Logistique
Concepts, J&J de
Ltd. and Marketing, Transports Pro Forma Pro Forma
Subsidiaries LLC Automobiles Adjustments Consolidated
---------------------------------------------------------------------------
Assets
Current Assets
Cash $ 227 $ 1,273 $ 305,758 $ - $ 307,258
Accounts receivable,
net - 3,527 2,869,166 - 2,872,693
Inventories - 8,583 - - 8,583
Other current assets - - 311,473 - 311,473
--------- --------- --------- -------- ---------
Total Current Assets 227 12,383 3,486,397 - 3,500,007
--------- --------- --------- -------- ---------
Property and Equipment - - 751,712 - 751,712
Deposit on acquisition 250,000 - - (250,000) (3) -
Goodwill 23,524 - - 17,407 (1)(2) 40,931
--------- --------- --------- -------- ---------
Total Other Assets 273,524 - - (232,593) 40,931
--------- --------- --------- -------- ---------
Total Assets 273,751 13,383 4,238,109 (232,593) 4,292,650
========= ========= ========= ========
Liabilities and Stockholders'(Members') (Deficit)
Current Liabilities
Accounts payable and
accrued expenses 135,509 27,642 1,464,063 - 1,627,214
Convertible debenture 200,000 - - - 200,000
Current maturities of
capital lease
obligations - - 282,893 - 282,873
Notes payable 350,000 - 250,000 (250,000) (3) 350,000
Payroll taxes payable - - 3,045,814 - 3,045,814
Net liabilities of
discontinued
operations 1,265,927 - - - 1,265,927
--------- --------- --------- -------- ---------
Total Current
Liabilities 1,951,436 27,642 5,042,750 (250,000) 6,771,828
Obligations Under
Capital Lease,
excluding current
maturities - - 337,613 - 337,613
Loan Payable 1,076,619 - - - 1,076,619
--------- --------- --------- -------- ---------
Total Liabilities 3,028,055 27,642 5,380,363 (250,000) 8,186,060
Stockholders' (Members')
Equity
Preferred stock 10,000 - - - 10,000
Common stock and
additional paid in
capital 4,442,392 - 650,000 6,000 (1) 5,098,392
Retained (deficit)/
Members'(deficit) (5,807,780) (14,259) (1,792,254) 11,407 (2) (7,602,886)
Consulting services
to be provided (1,398,916) - - - (1,398,916)
--------- --------- --------- -------- ---------
Total Stockholders'
(Members') (deficit) (2,754,304 (14,259) (1,142,254) 17,407 (3,893,410)
--------- --------- --------- -------- ---------
Total Liabilities and
Stockholders'
(Members')(Deficit) $ 273,751 $ 13,383 $ 4,238,109 $(232,593) $ 4,292,650
========= ========= ========= ======== =========
Unaudited Pro Forma Condensed Financial Statements (Continued)
Global Concepts, Ltd. and Subsidiaries
Unaudited Pro Forma Condensed Statement of Operations
For the Nine Months Ended September 30, 2004
Compagnie
Global Logistique
Concepts, J&J de
Ltd. and Marketing, Transports Pro Forma Pro Forma
Subsidiaries LLC Automobiles Adjustments Consolidated
---------------------------------------------------------------------------
Operating Revenues $ 10,350 $ 27,904 $ 11,471,155 $ - $ 11,509,059
Direct Operating
Expenses - 12,974 11,105,366 - 11,118,340
-------- --------- ---------- -------- ----------
Gross Profit 10,350 14,930 365,789 - 390,719
Operating Expenses
Selling, general and
administrative 86,382 27,838 1,366,800 - 1,481,020
Stock based compensation 301,084 - - - 301,084
-------- --------- ---------- -------- ----------
Total Operating Expenses 387,466 27,838 1,366,710 - 1,779,014
-------- --------- ---------- -------- ----------
Loss Before Income Taxes (377,116) (12,908) (1,001,011) - (1,388,295)
(Provision) Benefit for
Income Taxes - - - - -
-------- --------- --------- -------- ----------
Loss from continuing
operations $ (377,116) $ (12,908) $ (1,001,011) $ - $ (1,388,295)
======== ========= ========= ======== ==========
Loss Per Common Share,
basic and diluted $ (0.01) $ - $ (.02) $ - $ (.03)
======== ========= ========= ======== ==========
Unaudited Pro Forma Condensed Financial Statements (Continued)
Global Concepts, Ltd. and Subsidiaries
Unaudited Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 2003
Period
July 1, 2003
(date of
inception)
to December
31, 2003
------------
Compagnie
Global Logistique
Concepts, J&J de
Ltd. and Marketing, Transports Pro Forma Pro Forma
Subsidiaries LLC Automobiles Adjustments Consolidated
---------------------------------------------------------------------------
Operating Revenues $ 65,533 $ 45,966 $ 5,631,422 $ - $ 5,742,921
Direct Operating
Expenses - 9,516 5,777,812 - 5,787,328
--------- -------- --------- -------- ---------
Gross Profit 65,533 36,450 (146,390) - (44,407)
--------- -------- --------- -------- ---------
Operating Expenses
Selling, general and
administrative 138,489 54,971 581,853 - 775,313
Stock based compensation 635,500 - - - 635,500
--------- -------- --------- -------- ---------
Total Operating Expenses 773,989 54,971 581,853 - 1,410,813
--------- -------- --------- -------- ---------
Loss Before Income Taxes (708,456) (18,521) (728,243) - (1,453,220)
(Provision) Benefit for
Income Taxes - - - - -
--------- -------- --------- -------- ---------
Loss from continuing
operations $ (708,456) $ (18,521) $ (728,243) $ - $(1,453,220)
========= ======== ========= ======== =========
Loss Per Common Share,
basic and diluted $ (0.02) $ (0.02)
========= =========
(1) Recognition of common stock of the Company issued for the acquisition of
J&J Marketing and goodwill
(2) Represents elimination of 80% of J&J Marketing members' equity upon
acquisition
(3) Represents elimination of deposit to purchase CLTA