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
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(Address of principal executive offices)
(845) 424-4100
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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)).
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 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.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements
1. Financial Statements of J&J Marketing, LLC.
2. Pro Forma Financial Statements.
(c) Exhibits
10-a. Acquisition Agreement dated October 1, 2004 between Transportation
Logistics Int'l, Inc. and the members of J&J Marketing LLC. - previously
filed.
10-b. Option Agreement dated October 1, 2004 among Transportation Logistics
Int'l, Inc., J&J Marketing LLC, and Jane and Michael Schub. - previously
filed.
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
* * * * *
J & J MARKETING, LLC
FINANCIAL STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002
Page
Independent Accountant's Report 1
Financial Statement
Combined Balance Sheet 2
Combined Statement of Operations, Member's Equity
and Retained Earnings 3
Combined Statement of Cash Flows 4
Notes to Combined Financial Statement 5-10
INDEPENDENT ACCOUNTANT'S REPORT
To the Members
J & J Marketing, LLC
Garrison, New York
I have audited the accompanying combined balance sheets of J&J Marketing, LLC
as of June 30, 2004, December 31, 2003 & December 31, 2002 and the related
statements of operations, member's equity and retained earnings for the six
months and years then ended with generally accepted auditing standards issued
by the American Institute of Certified Public Accountants. All information
included in these financial statements is the representation of the management
of J & J Marketing, LLC. My responsibility is to express an opinion on
these financial statements based on my audit.
An audit includes assessing the accounting principles used and significant
estimates made by management, as well as evalutating the overall financial
statement presentation. I believe my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of J&J Marketing, LLC in
accordance with generally accepted accounting principles applies on a
consistent basis.
Thomas J. Kellermann
Westbury, New York
November 17, 2004
-1-
J & J MARKETING, LLC
BALANCE SHEET
AS AT JUNE 30, 2004, DECEMBER 31, 2003 & 2002
ASSETS 6/30/04 12/31/03 12/31/02
Current Assets ------- -------- --------
Cash $ 848 $ 1,366 $ 3,117
Accounts receivable, net 3,527 2,076 1,901
Inventories 8,583 6,382 1,753
------- ------- -------
Total Current Assets 12,958 9,824 6,771
TOTAL ASSETS $ 12,958 $ 9,824 $ 6,771
======= ======= =======
LIABILITIES, MEMBERS' AND
STOCKHOLDER'S EQUITY 6/30/04 12/31/03 12/31/02
------- -------- --------
Current Liabilities
Accounts payable and accrued
expenses $ 27,640 $ 16,175 $ 633
Members' Equity
Member's Equity (deficit) (14,683) (6,351) 6,138
------- ------- -------
Total Member's and Stockholder's
Equity (14,683) (6,351) 6,138
------- ------- -------
TOTAL LIABILITIES, MEMBER'S AND
STOCKHOLDER'S EQUITY $ 12,958 $ 9,824 $ 6,771
======= ======= =======
See accompanying Notes and Accountants' Report.
-2-
J & J MARKETING, LLC
COMBINED STATEMENT OF OPERATIONS, MEMBER'S EQUITY AND RETAINED EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002
2004 2003 2002
(thru June 30)
-----------------------------------------
Sales $ 20,518 $ 45,966 $ 23,250
Cost of sales 9,443 9,515 7,760
-------- -------- --------
Gross profit 11,075 36,450 15,490
Operating expenses:
Selling 5,516 27,798 13,111
General and administrative 18,891 27,174 6,333
-------- -------- --------
Total Operating Expenses 24,407 54,971 19,444
-------- -------- --------
Net Operating income (13,332) (18,521) (3,954)
Member's Equity and Retained
Earnings, beginning of period (6,351) 6,138 -
Contributions from Members 5,000 6,032 10,092
-------- -------- --------
Member's Equity and Retained
Earnings, end of period $ (14,683) $ (6,351) $ 6,138
======== ======== ========
See Accompanying Notes and Accountants' Report.
-3-
J & J MARKETING, LLC
COMBINED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002
2004 2003 2002
(thru June 30)
-------------------------------------------
Net income $ (13,332) $ (18,521) $ (3,954)
Adjustments to reconcile
net income to net cash
used for operating activities:
Increase (decrease) in
accounts receivable 11,451 175 1,901
Increase (decrease) in
inventory 2,201 (11,139) 1,753
Increase in accounts
payable and accrued expenses 11,465 15,542 633
-------- -------- -------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES 11,785 (13,944) 333
-------- -------- -------
CASH FLOWS (USED IN)
INVESTING ACTIVITIES - - -
-------- -------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Loans from (to) members (12,303) 12,193 2,784
-------- -------- -------
CASH FLOWS USED IN FINANCING
ACTIVITIES (12,303) 12,193 2,784
-------- -------- -------
INCREASE IN CASH (518) (1,751) 3,117
CASH - BEGINNING OF PERIOD 1,366 3,117 -
-------- -------- -------
CASH - END OF PERIOD $ 848 $ 1,366 $ 3,117
======== ======== =======
See accompanying Notes and Accountants' Report.
-4-
J & J MARKETING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant account policies of J&J Marketing, LLC and
Affiliates (The Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management who is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently applied
in the preparation of the financial statements.
Business Operations
J&J Marketing, LLC is a limited liability company organized on June 24,
2002 (the company.) From June 24, 2002 until May 2003, the company produced and
marketed the Jules & Jane skin care products under license from J Group
Holdings, Inc. Subsequent to May 2003, the Company developed and currently
produces and markets the Savage Beauty line of skin care products. Through
a network of independent sales representatives, the company has commercial
distribution of its products within the United States and abroad. Savage
Beauty is currently sold in more than 75 retail stores, including more than
20 Whole Foods Markets across the United States. Savage Beauty is designed
to take advantage of the skyrocketing interest in natural and organic
personal care products both within and outside the category's traditional
customer base, through a combination of strict adherence to the highest
organic and natural standards with upscale, sophisticated packaging.
Accounts Receivables
Accounts receivable are considered by management to be fully collectible.
Accordingly, an allowance for doubtful accounts has not been provided.
Inventories
Inventories are valued at the lower of cost or market (first-in, first-out
method).
Advertising Costs
The Company's policy is to expense advertising costs as incurred. Advertising
expense for the six months ended June 30, 2004 and the years ended December
31, 2003 & 2002, was $805, $1,371, and $428, respectively.
-5-
J & J MARKETING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company has elected to be taxed as a limited liability company, for
federal and New York State income tax purposes. In lieu of corporate income
taxes, the Company's taxable income is reported by the members on their
personal tax returns.
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 liabilites and disclosure of
contingent assets and liabilities, at the date of the financial statements
and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
-6-
* * * * *
Unaudited Pro Forma Condensed Financial Statements
On October 1, 2004 Global Concepts Ltd. and Subsidiaries (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".
Under the terms of the agreement, the Company has committed to the issuance
of 100,000 shares of its common stock as soon as it has sufficient authorized
shares. The shareholders of the Company approved an increase in the authorized
shares at the shareholders meeting on November 8, 2004. Additionally, the
minority members were granted an option to purchase the Company's interest in
J&J Marketing. The minority members 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 the Company, a merger or acquisition involving the
Company 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 the Company by the OTC Bulletin Board. The exercise price,
if the minority members exercise the option, will be the market value of 250,000
shares of the Company's common stock or, if prices are not quoted for the common
stock, $12,500. The option expires on May 15, 2005.
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 J&J Marketing 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 J&J Marketing 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.
-7-
Unaudited Pro Forma Condensed Financial Statements (Continued)
Global Concepts, Ltd. and Subsidiaries
Unaudited Pro Forma Condensed Balance Sheet
September 30, 2004
Global
Concepts, J&J Pro Pro
Ltd. and Marketing Forma Forma
Subsidiaries LLC Adjustments Consolidated
------------------------------------------------------
Assets
Current Assets
Cash $ 227 $ 1,273 $ - $ 1,500
Accounts receivable,
net - 3,527 - 3,527
Inventories - 8,583 - 8,583
-------- -------- ------- -------
Total Current Assets 227 13,383 - 13,610
-------- -------- ------- -------
Other Assets
Deposit on acquisition 250,000 - - 250,000
Goodwill 23,524 - 17,407 (1)(2) 40,931
-------- -------- ------- -------
Total Other Assets 273,524 - 17,407 290,931
-------- -------- ------- -------
Total Assets 273,751 13,383 17,407 304,541
======== ======== ======= =======
Liablities and Stockholders' (Members') (Deficit)
Current Liabilities
Accounts payable and
accrued expenses 135,509 27,642 - 163,151
Notes payable 350,000 - - 350,000
Convertible debenture 200,000 - - 200,000
Net liabilities
of discontinued
operations 1,265,927 - - 1,265,927
--------- -------- ------- ---------
Total Current
Liabilities 1,951,436 27,642 - 1,979,078
Loan Payable 1,076,619 - - 1,076,619
--------- -------- ------- ---------
Total Liabilities 3,028,055 27,642 - 3,055,697
--------- -------- ------- ---------
Stockholders' (Members')
Equity
Preferred stock 10,000 - - 10,000
Common stock and
additional paid in
capital 4,442,392 - 6,000 (1) 4,448,392
Retained (deficit)/
Members'(deficit) (5,807,780) (14,259) 11,407 (2) (5,822,039)
Consulting services
to be provided (1,398,916) - - (1,398,916)
--------- -------- ------- ---------
Total Stockholders'
(Members') (deficit) (2,754,304) (14,259) 17,407 (2,768,563)
--------- -------- ------- ---------
Total Liabilities and
Stockholders'
(Members') (Deficit) $ 273,751 $ 13,383 $ 17,407 $ 287,134
========= ======== ======= =========
-8-
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
Global
Concepts, J&J Pro Pro
Ltd. and Marketing Forma Forma
Subsidiaries LLC Adjustments Consolidated
------------------------------------------------------
Operating Revenues $ 10,350 $ 27,904 $ - $ 38,524
Direct Operating
Expenses - 12,974 - 12,974
-------- ------- ------ -------
Gross Profit 10,350 14,930 - 25,550
-------- ------- ------ -------
Operating Expenses
Selling, general and
administrative 86,382 27,838 - 114,220
Stock based compensation 301,084 - - 301,084
-------- ------- ------ -------
Total Operating Expenses 387,466 27,838 - 415,304
-------- ------- ------ -------
Loss Before Income Taxes (377,116) (12,908) - (390,024)
(Provision) Benefit for
Income Taxes - - - -
-------- ------- ------ -------
Loss from continuing
operations $ (377,116) $ (12,908) $ - $ (390,024)
======== ======= ====== =======
Loss Per Common Share,
basic and diluted $ (0.01) $ (0.01)
======== =======
-9-
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
Global
Concepts, J&J Pro Pro
Ltd. and Marketing Forma Forma
Subsidiaries LLC Adjustments Consolidated
------------------------------------------------------
Operating Revenues $ 65,533 $ 45,966 $ - $ 111,499
Direct Operating
Expenses - 9,516 - 9,516
-------- ------- ------ -------
Gross Profit 65,533 36,450 - 101,983
-------- ------- ------ -------
Operating Expenses
Selling, general and
administrative 138,489 54,971 - 193,460
Stock based compensation 635,500 - - 635,500
-------- ------- ------ -------
Total Operating Expenses 773,989 54,971 - 828,960
-------- ------- ------ -------
Loss Before Income Taxes (708,456) (18,521) - (726,977)
(Provision) Benefit for
Income Taxes - - - -
-------- ------- ------ -------
Loss from continuing
operations $ (708,456) $ (18,521) $ - $ (726.977)
======== ======= ====== =======
Loss Per Common Share,
basic and diluted $ (0.02) $ (0.01)
======== =======
(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
-10-