* * * * * PRO FORMA FINANCIAL STATEMENTSB On June 1, 2004, Transportation Logistics Int'l Inc., (the "Company"), completed its acquisition of substantially all of the member's interest of Advanced Medical Diagnostics, LLC ("Advanced"), a development stage enterprise formed on October 30, 2003 for the purpose of developing, manufacturing and marketing the "Advanced Medical Diagnostics HIV (1 & 2) Rapid Test", a HIV diagnostic kit. Under the terms of the acquisition agreement, the Company issued 100,000 shares of its common stock to the members of Advanced. The shares were valued at $9,000, their fair market value on the date of the agreement. The following unaudited pro forma condensed financial statements have been prepared using the unaudited historical financial statements of the Company and Advanced as of and for the three months ended March 31, 2004 and for the year ended December 31, 2003. The unaudited pro forma condensed financial statements are presented for illustrative purposes only, giving effect to the acquisition, as described and therefore are not indicative of the operating results that might have been achieved had the acquisition occurred as of an earlier date, nor are they indicative of operating results which may occur in the future. The unaudited pro forma condensed consolidated balance sheet includes the adjustments necessary to give effect to the acquisition as if it had been consummated at March 31, 2004. The statements of operations include the adjustments necessary to give effect to the acquisition as if it had been consummated at the beginning of the periods presented. Adjustments included in the proforma condensed balance sheet and statements of operations are summarized as follows: (1) Represents the Company's historical balance sheet at March 31, 2004 (2) Represents the historical balance sheet for Advanced at March 31, 2004 (3) Recognition of common stock of the Company issued for the acquisition of Advanced and goodwill (4) Represents elimination of Advanced members' equity upon acquisition Transportation Logistics Int'l, Inc. and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet March 31, 2004 Transportation Logistics Advanced Int'l, Inc. Medical Pro Pro and Diagnostics, Forma Forma Subsidiaries (1) LLC (2) Adjustments Consolidated -------------------------------------------------------------------------------------- Assets Current Assets Cash $ 210 $ - $ - $ 210 ---------------------------------------------------------- Total Current Assets 210 - - 210 Goodwill - - 23,524 (3) 23,524 ---------------------------------------------------------- Total Assets 210 - 23,524 23,734 ========================================================== Liabilities and Stockholders' (Members') (Deficit) Current Liabilities Accounts payable and accrued expenses 139,388 - - 139,388 Convertible debenture 200,000 - - 200,000 Notes payable 100,000 - - 100,000 Net liabilities of discontinued operations 1,265,927 - - 1,265,927 Short-term loan payable - 14,524 - 14,524 ---------------------------------------------------------- Total Current Liabilities 1,705,315 14,524 - 1,719,839 Loan payable 1,037,769 - - 1,037,769 ---------------------------------------------------------- Total Liabilities 2,743,084 14,524 - 2,757,608 Stockholders' (Members') Equity Common stock and additional paid in capital 3,696,240 - 9,000 (3) 3,705,240 Retained (deficit) Members' (deficit) (5,479,577) (14,524) 14,524 (4) (5,479,577) Consulting services to be provided (437,000) - - (437,000) Treasury stock (522,537) - - (522,537) ---------------------------------------------------------- Total Stockholders' (Members') (Deficit) (2,742,874) (14,524) 23,524 (2,733,874) ---------------------------------------------------------- Total Liabilities and Stockholders' (Members') (Deficit) $ 210 $ - $ 23,524 $ 23,734 ==========================================================

Transportation Logistics Int'l, Inc. and Subsidiaries Pro Forma Condensed Consolidated Statement of Operations March 31, 2004 Transportation Logistics Advanced Int'l, Inc. Medical Pro Pro and Diagnostics, Forma Forma Subsidiaries (1) LLC (2) Adjustments Consolidated -------------------------------------------------------------------------------------- Operating Revenues $ 10,350 $ - $ - $ 10,350 Direct Operating Expenses - - - - --------------------------------------------------------- Gross Profit 10,350 - - 10,350 Operating Expenses Selling, general and administrative 36,263 16,479 - 52,742 Stock based compensation 23,000 - - 23,000 --------------------------------------------------------- Total Operating Expenses 59,263 16,479 - 75,742 --------------------------------------------------------- Loss Before Income Taxes (48,913) (16,479) - (65,392) (Provision) Benefit for Income Taxes - - - - --------------------------------------------------------- Net Loss $ (48,913) $ (16,479) $ - $ (65,392) ========================================================= Earnings (Loss) Per Share (Loss) from continuing operations $ 0.00 $ 0.00 (Loss) from discontinued operations 0.00 0.00 --------- --------- Basic and diluted earnings (loss) per share $ 0.00 $ 0.00 ========= =========

Transportation Logistics Int'l, Inc. and Subsidiaries Pro Forma Condensed Consolidated Statement of Operations December 31, 2003 Transportation Logistics Advanced Int'l, Inc. Medical Pro Pro and Diagnostics, Forma Forma Subsidiaries (1) LLC (2) Adjustments Consolidated -------------------------------------------------------------------------------------- Operating Revenues $ 65,533 $ - $ - $ 65,533 Direct Operating Expenses - - - - ----------------------------------------------------------- Gross Profit 65,333 - - 65,533 Operating Expenses Selling, general and administrative 138,489 3,810 - 142,299 Stock based compensation 635,500 - - 635,500 Research and development costs - 3,665 - 3,665 ----------------------------------------------------------- Total Operating Expenses 773,989 7,475 - 781,464 ----------------------------------------------------------- Loss Before Income Taxes (708,456) (7,475) - (715,931) (Provision) Benefit for Income Taxes - - - - ----------------------------------------------------------- Loss Before Discontinued Operations (708,456) (7,475) - (715,931) Discontinued Operations Loss from discontinued operations of subsidiary (net of tax effect of $0) (1,620,260) - - (1,620,260) ----------------------------------------------------------- Net Loss $(2,328,716) $ (7,475) $ - $(2,336,191) =========================================================== Earnings (Loss) Per Share (Loss) from continuing operations $ (0.02) $ (0.02) (Loss) from discontinued operations (0.04) (0.04) Basic and diluted --------- ---------- earnings (loss) per share $ (0.06) $ (0.06) ========= ==========

TRANSPORTATION LOGISTICS INTL INC 8-K/A