SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                   FORM 10-KSB

|X|   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934. For the fiscal year ended December 31, 2004.

                                       OR

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934.

            For the transition period from ____________ to ___________

                           Commission File No. 0-25319

                              GLOBAL CONCEPTS, LTD.
                             ----------------------
             (Exact name of the Registrant as specified in Charter)

               Colorado                                     84-1191355
      ---------------------------                    -------------------------
     (State or other jurisdiction                   (I.R.S. Employer ID Number)
    of incorporation or organization)

                    14 Garrison Inn Lane, Garrison, NY 10524
                    (Address of principal executive offices)

        Registrant's Telephone Number, including Area Code: 845-424-4100

        Securities Registered Pursuant to Section 12(b) of the Act: None
           Securities Registered Pursuant to Section 12(g) of the Act:

                      Common Stock, no par value per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
at least the past 90 days.

                                 Yes |X| No |_|
<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

State the issuer's revenues for its most recent fiscal year: $5,286,000.

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the  average  bid and ask  prices of such
stock, as of a specified date within 60 days prior to the date of filing.

The aggregate  market value of the Registrant's  common stock,  $.001 par value,
held by non-affiliates as of May 18, 2005 was $7,732,782.

As of May 18, 2005, the number of shares outstanding of the Registrant's  common
stock was 89,395,454 shares, no par value.

Transitional Small Business Disclosure Format: Yes |_| No |X|

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

               FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

      This Report contains certain  forward-looking  statements regarding Global
Concepts,  its business and  financial  prospects.  These  statements  represent
Management's  present  intentions and its present belief regarding the company's
future.  Nevertheless,  there are numerous  risks and  uncertainties  that could
cause our actual results to differ materially from the results suggested in this
Report.  Factors that might cause such a difference include, but are not limited
to,  those  discussed  in the  section  entitled  "Management's  Discussion  and
Analysis of Financial  Condition  and Results of  Operations - Risk Factors that
May Affect Future Results." Readers are cautioned not to place undue reliance on
these  forward-looking  statements.  We  undertake  no  obligation  to revise or
publicly   release  the  results  of  any  revision  to  these   forward-looking
statements.

                                     PART 1

Item 1.  BUSINESS

      Global Concepts, Ltd. was organized in 1998 under the name "Transportation
Logistics  Int'l,  Inc." During its first five years, it was engaged in a number
of transportation-related  businesses.  Those were gradually terminated or sold,
and in July 2003 the last of our transportation-related  subsidiaries terminated
operations. Since July 2003 we have changed our corporate name, and expanded our
focus. We have been  investigating  business  opportunities in a wide variety of
fields,  and we  continue  to do so.  Since June 2004 we have  invested in three
businesses,  each of which is now a subsidiary of Global  Concepts.  These three
are now the business operations of Global Concepts.

      Our  parent  company,  Global  Concepts,  has only  three  employees:  our
Chairman, our Secretary, and his administrative assistant. The executive offices
of  Global  Concepts  are  leased  from the  family  of our  Secretary,  Michael
Margolies, for a fee of $1,000 per month.

      COMPAGNIE LOGISTIQUE DE TRANSPORTS AUTOMOBILES

      On October 1, 2004 Global  Concepts  acquired  sixty  percent (60%) of the
capital stock of Compagnie Logistique de Transports  Automobiles  ("CLTA").  The
remaining  40% is owned by four French  individuals,  two of whom are the senior
management of CLTA. CLTA is a French  corporation  whose  executive  offices are
located in Nugent sur Oise, France.

      Over 90% of  CLTA's  business  arises  from its  contract  with  Compagnie
D'Affretement  et  de  Transport  ("CAT"),   the  company  responsible  for  all
distribution of Peugeot and Citroen  automobiles in Europe.  CLTA warehouses the
vehicles, completes the final dealer preparation work before the automobiles are
delivered,  and delivers the automobiles to dealerships  throughout Europe. CLTA
also performs brake  installation and testing of new cars for Peugeot.  CLTA has
the  exclusive  contract to perform  the  warehousing  and  vehicle  preparation
services  required by CAT. It currently  performs about 12% of the  distribution
work required by CAT, but believes that portion can increase if CLTA obtains the
funds needed to purchase additional vehicle transporters.


                                      -1-
<PAGE>

      CLTA currently leases a fleet of 63 auto  transporters as well as 38 other
vehicles used in its warehousing and preparation  activities.  CLTA's  immediate
plans are to expand  its fleet of auto  transporters  in order to  increase  its
share of CAT's distribution business. CLTA is also actively pursuing other firms
in the same or similar business as potential acquisition targets, its goal being
to  accomplish  the same end as  purchasing a larger  fleet.  Since the business
potential from its relationship with CAT is considerable,  CLTA has no immediate
plans to initiate any other lines of business.

      CLTA's largest expense, after rent and labor, is insurance.  For 2005 CLTA
will  maintain  policies  with three  insurers,  and pay over  288,000  Euros (@
$375,000).

      CLTA's administrative  offices and its warehousing location are located in
a facility  leased by CLTA in Chambly,  France for a term ending June 2013. CLTA
also has long-term leases for two parking facilities.

      CLTA currently has 136 full-time employees. None of them is represented by
a union.

      ADVANCED MEDICAL DIAGNOSTICS, LLC

      Advanced  Medical  Diagnostics  LLC was  organized in the Fall of 2003. In
June 2004  Global  Concepts  acquired  100% of the  equity in  Advanced  Medical
Diagnostics.

      Advanced  Medical  Diagnostics  has  developed  a  kit  which  enables  an
individual to test his or her blood for evidence of HIV  infection.  The test is
manually-performed  and  visually  read.  It can be  completed  in less  than 15
minutes with the blood obtained from a finger puncture.  Properly utilized,  the
test will identify the presence of HIV-1  infection  and/or HIV-2 infection with
over 99% accuracy.

      Human  Immunodeficiency  Viruses type 1 and type 2 ("HIV") are etiological
agents of the acquired immunodeficiency syndrome ("AIDS"). HIV has been isolated
from patients with AIDS,  AIDS-related  complex, and from healthy individuals at
high risk for AIDS. Infection with HIV is followed by an acute flu-like illness.
This phase may remain unnoticed and the relationship to HIV infection may not be
clear in many cases.  The acute phase is typically  followed by an  asymptomatic
carrier  state,  which  progresses  to  clinical  AIDS in about 50% of  infected
individuals within ten years after  seroconversion.  Serological evidence of HIV
infection  may be obtained by testing for HIV antigens or antibodies in serum of
individuals suspected of HIV infection.  Antigens can generally be detected only
during the acute phase and during the symptomatic  phase of AIDS.  Antibodies to
HIV-1  and/or HIV-2 can be detected  throughout  virtually  the total  infection
period,  starting at or shortly  after the acute phase and lasting until the end
stage of AIDS.  Therefore  the use of highly  sensitive  antibody  assays is the
primary approach in serodiagnosis of HIV infection.


                                      -2-
<PAGE>

      Our "HIV (1+2)  Rapid  Self-Test  Kit"  contains  an  immunoassay  for the
qualitative detection of antibodies to HIV-1 and HIV-2 in human whole blood. The
test is comprised of a single use test device and a single use vial containing a
pre-measured amount of a buffered developer  solution.  Each component is sealed
in separate compartments of a single couch to form the test. A fingerstick whole
blood specimen is collected and transferred into the sterile pipette,  two drops
from the pipette are deposited into the well of the test cassette.  Two drops of
the developed  solution are then added to the test cassette well. As the diluted
specimen  flows through the test  cassette,  it  re-hydrates  the protein-A gold
colorimetric  reagent contained in the device. As the specimen  continues up the
strip, it encounters the T zone. If the specimen contains  antibodies that react
with the antigens  immobilized on the nitrocellulose  membrane, a reddish-purple
line will appear, indicating the presence of antibodies to HIV in the specimen.

      Advanced  Medical   Diagnostics  owns  no  proprietary   technology.   The
components of its HIV (1+2) Rapid Self-Test Kit are available to the public, and
their  utility for testing the  presence of HIV  infection is  well-known.  What
Advanced Medical  Diagnostics has added to the progress of medicine in this area
is to organize the components  into a kit that Advanced  Medical  Diagnostics is
able to market  profitably  at a wholesale  price of $5.20.  To develop the kit,
Advanced  Medical  Diagnostics has spent  approximately  $80,000 on research and
development.

      The  relatively low price of the kit makes it  particularly  attractive in
the "Third World" countries of Africa,  Asia and Latin America. In many of these
countries  AIDS is rapidly  becoming a social and  economic  catastrophe.  Still
other countries in these regions are seeking pro-active solutions to prevent the
spread of AIDS. For this reason,  Advanced Medical  Diagnostics has been engaged
in  active  discussions  with  governments  in each of these  regions  regarding
distribution  of the kit. Within recent months both China and Peru have approved
the kit for sale in their  countries.  Others are expected to follow in the near
future. To date,  however,  we have received only preliminary orders for testing
quantities of the kits, which do not produce significant revenues.

      Advanced  Medical  Diagnostics has no plans to seek approval to market the
HIV (1+2) Rapid Self-Test Kit in either the United States or the European Union.
The cost of obtaining  approval in these  countries  precludes us from doing so.
Our  market for the  foreseeable  future  will  include  Asia,  Africa and Latin
America only. We have engaged dealers in each of those regions to market the HIV
(1+2)    Rapid     Self-Test    Kit,     primarily    to     governments     and
non-governmental-organizations.


                                      -3-
<PAGE>

      The HIV (1+2) Rapid  Self-Test Kit is  manufactured  for Advanced  Medical
Diagnostics by a single  contractor  located in China.  Our arrangement with the
manufacturer requires that we post a letter of credit in the amount that we will
pay for the  kits.  We are not able at this  time,  therefore,  to  maintain  an
inventory of kits, but must manufacture to order using our customer's  credit to
support our credit.

      Advanced Medical Diagnostics employs five individuals, only one of whom is
employed  full-time.  It will add  additional  employees as sales  warrant.  Its
offices are located in an office building in East Orange owned by members of its
management, and are provided free-of-charge.

      J & J MARKETING, LLC

      On October 1, 2004 Global Concepts acquired 80% of the equitable  interest
in J&J  Marketing.  The remaining 20% is owned by the founders of J&J Marketing,
Jane and Michael Schub. The Schubs retained an option to repurchase the interest
they sold to Global  Concepts if, prior to May 15, 2005,  Global Concepts enters
bankruptcy  proceedings or is party to a merger or acquisition or sale of assets
in which it is not the surviving entity.

      J&J  Marketing  produces  and  sells a line  of six  skin  care  products,
including  cleanser,  facial  scrub,  toner,  moisturizer,   lifting  mask,  and
moisturizing  eye  serum.  The  products  are  all  natural  with  many  organic
ingredients.  They are free of chemicals and preservatives.  J&J Marketing sells
them under the trademark "Savage Beauty(TM)."

      The market for personal care products in the United States is dominated by
a small number of industry  giants,  such as Avon,  Proctor & Gamble,  and Estee
Lauder. Entry into that market is extremely difficult.  J&J Marketing is seeking
to enter the portion of that market devoted to natural and organic  products,  a
niche which is more hospitable to small start-up brands.  Nevertheless,  even in
that niche,  J&J Marketing will face a considerable  number of  well-established
brands,  such as Kiss My Face, Weleda and Dr. Hauska that have already developed
a presence in the market and can apply  substantial  financial  resources to the
task of preserving their market position.

      J&J  Marketing  will  attempt to compete in this  market by  combining  an
emphasis on the purity of its contents with sophisticated product packaging. Our
goal is to present a product  that is equally at home in health  food store or a
luxury  boutique,  thus  differentiating  our  products  from the more  "earthy"
character often associated with natural products. We are also seeking to build a
place in the market by  developing  advantageous  marketing  relationships  with
brokers and independent sales representatives,  and the kind of specialty stores
where the style of our products will be  advantageous.  Our largest  customer to
date, for example, has been the specialty food chain, Whole Foods Market.


                                      -4-
<PAGE>

      J&J Marketing commenced operations in 2002, as a part-time activity of its
founders,  Jane and Michael  Schub.  With the  acquisition  of J&J  Marketing by
Global  Concepts in October  2004,  our plan is to secure the funding  that will
enable this business to expand into a substantial business operation. To date we
have  marketed  our  products  direct  to  stores,  since we  lacked  sufficient
inventory to permit us to engage a distributor.  Now, however,  J&J Marketing is
engaged in redesigning our packaging in a manner which will substantially reduce
production  costs. This redesign will then be implemented in a production run of
each product that will enable us to engage one or more  distributors  for Savage
Beauty(TM). Once we have a distributor engaged, we will be able to market to the
larger mass market retailers.

      Our  products  are   manufactured   to  our  order  by  an  FDA-  approved
manufacturer  located in South  Carolina.  We have not incurred any research and
development   expense,   since  product  formulation  was  carried  out  by  the
manufacturer  under our  direction.  We  presently  carry a $2  million  product
liability  policy,  which  we  consider  sufficient  for our  current  level  of
operations.

      The  operations of J&J  Marketing  are conducted  from offices in New York
State  provided by Jane and Michael Schub free of charge.  Until we obtain funds
sufficient to expand our operations, Jane and Michael Schub will remain the only
employees of J&J Marketing,  and neither of them will be employed on a full-time
basis.

Item 2. PROPERTIES

      The executive offices of Global Concepts are leased from the family of our
Secretary, Michael Margolies, for a fee of $1,000 per month.

      CLTA's administrative  offices and its warehousing location are located in
a facility  leased by CLTA in Chambly,  France for a term ending June 2013. CLTA
also has long-term leases for two parking facilities.

      The  offices of  Advanced  Medical  Diagnostics  are  located in an office
building in East Orange  owned by members of its  management,  and are  provided
free-of-charge.

      The  operations of J&J  Marketing  are conducted  from offices in New York
State provided by Jane and Michael Schub free of charge

Item 3. LEGAL PROCEEDINGS

      None.


                                      -5-
<PAGE>

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      A Special Meeting of the Shareholders was held on November 8, 2004. At the
meeting the Shareholders:

      -     approved  a  motion  to  amend  the  Articles  of  Incorporation  to
            authorize the issuance of  500,000,000  shares of common stock.  The
            vote was 38,808,494 votes in favor,  1,131,650 votes against, and no
            abstentions.

      -     approved a motion to amend the Articles of  Incorporation  to change
            the  corporate  name  to  "Global  Concepts,   Ltd."  The  vote  was
            39,939,044 votes in favor, 1,100 votes against, and no abstentions.

                                     PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS, AND
        SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

      (a) Market Information

      Our common stock has been listed for  quotation on the OTC Bulletin  Board
under the  trading  symbol  "GCCP.OB."  The  following  table sets forth the bid
prices  quoted for our common  stock on the OTC  Bulletin  Board  during the two
years  ended  December  31,  2004.   The  reported  bid   quotations   represent
inter-dealer prices without retail markup, markdown or commissions,  and may not
necessarily represent actual transactions.

                                                       Bid
                                             ----------------------
Period:                                       High             Low
                                             -------        -------
Jan. 1, 2003 - Mar. 31, 2003                 $   .01        $   .01
Apr. 1, 2003 - June 30, 2003                 $   .01        $   .01
July 1, 2003 - Sep. 30, 2003                 $   .01        $   .01
Oct. 1, 2003 - Dec. 31, 2003                 $   .01        $   .01

Jan.1, 2004 - Mar. 31, 2004                  $   .01        $   .01
Apr. 1, 2004 - June 30, 2004                 $   .44        $   .01
July 1, 2004 - Sep. 30, 2004                 $   .19        $   .05
Oct 1, 2004 - Dec. 31, 2004                  $   .14        $   .03


                                      -6-
<PAGE>

      (b) Shareholders

      Our shareholders list contains the names of 93 registered  shareholders of
record.  Based on recent requests for materials that we mailed to  shareholders,
we believe that the number of beneficial shareholders exceeds 800.

      (c) Dividends

      The Company has never paid or declared  any cash  dividends  on its Common
Stock and does not anticipate  doing so in the foreseeable  future.  The Company
intends to retain any future  earnings for the  operation  and  expansion of the
business.  Any  decision as to future  payment of  dividends  will depend on the
available  earnings,  the  capital  requirements  of the  Company,  its  general
financial  condition  and  other  factors  deemed  pertinent  by  the  Board  of
Directors.

      (d) Sale of Unregistered Securities

      In October 2004 Global Concepts issued a total of 100,000 shares of common
stock to the  owners  of J&J  Marketing,  LLC.  The  securities  were  issued in
consideration  for  their  transfer  to  Global  Concepts  of  ownership  of J&J
Marketing  LLC.  The shares were valued at the market price on the date on which
the shares were  issued.  The sales were exempt  pursuant to Section 4(2) of the
Act  since  the  sales  were  not  made in a public  offering  and were  made to
individuals who had access to detailed information about Global Concepts and who
were acquiring the shares for their own accounts. There were no underwriters.

      In  November  2004  Global  Concepts  sold  two  5%  Secured   Convertible
Debentures  in the  principal  amount  of  $200,000  each.  The sale was made to
Cornell Capital  Partners,  LP in  consideration  of $360,000.  The issuance was
exempt  pursuant to Section 4(2) of the Act since the issuance was not made in a
public  offering  and was made to an  entity  whose  principals  had  access  to
detailed  information  about Global  Concepts and which was acquiring the shares
for its own account. There were no underwriters.

      In November  2004 Global  Concepts  issued a total of 4,545,454  shares of
common  stock  to  Cornell  Capital  Partners,   LP  and  Newbridge   Securities
Corporation.  The  shares  were  issued  to  Cornell  Capital  Partners,  LP  in
consideration of its execution of the Standby Equity Distribution Agreement. The
shares were issued to  Newbridge  Securities  Corporation  in  consideration  of
services rendered in assisting Global Concepts in negotiating the Standby Equity
Distribution Agreement.  The issuance was exempt pursuant to Section 4(2) of the
Act  since  the  issuance  was not  made in a  public  offering  and was made to
entities  whose  principals  had access to  detailed  information  about  Global
Concepts and which were acquiring the shares for their own accounts.  There were
no underwriters.


                                       -7-
<PAGE>

      (e) Repurchase of Equity Securities

      The  Company did not  repurchase  any of its equity  securities  that were
registered  under  Section  12 of the  Securities  Exchange  Act  during the 4th
quarter of 2004.

Item 6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
         FINANCIAL CONDITION

Results of Operations

      Global Concepts

      Effective as of June 30, 2003,  the Company  terminated  the operations of
Xcalibur  Xpress,  the only operation  which had been  continuing  prior to that
date. The Company liquidated the assets of Xcalibur Xpress and used the proceeds
to reduce its debts. In its financial statements for 2004 the Company recorded a
$167,000 "gain from discontinued operations of subsidiary."

      The only revenue recorded by the Company for the first nine months of 2004
was $10,350 that it was paid for consulting  services rendered.  Between June 1,
2004 and October 1, 2004,  however,  the Company  acquired three new businesses:
Advanced Medical Diagnostics LLC, Compagnie Logistique de Transports Automobiles
("CLTA"), and J&J Marketing, LLC. Advanced Medical Diagnostics has not generated
any revenue to date.  CLTA and J&J  Marketing  were  acquired on October 1, 2004
and,  accordingly,  their  financial  results for the fourth quarter of 2004 are
reflected in the Company's consolidated financial statements for 2004.

      The  financial  results  from  J&J  Marketing  for 2004  were  negligible.
Accordingly,  the results of operations reported for 2004 effectively  represent
the results of CLTA.  CLTA carries on its business  operations in Euros.  In the
following discussion, the financial results realized by CLTA have been expressed
in U.S. Dollars at the conversion rate in effect on December 31, 2004.

      For the year ended December 31, 2004,  the Company  reported gross revenue
of $5,286,000, almost entirely from CLTA. It incurred $4,208,000 in direct costs
in producing those revenues, yielding a gross profit of $1,078,000.

      The gross profit from  operations of CLTA exceeded the operating  expenses
incurred  by Global  Concepts  that were or will be  settled  in cash.  However,
because it had little cash for most of 2004, Global Concepts settled some of its
larger  debts by issuing  stock.  This  resulted  in an  expense  of  $3,662,000
attributable  to  stock-based  compensation.  Because  of that  expense,  Global
Concepts incurred a net loss of $3,955,000 for 2004.


                                      -8-
<PAGE>

Liquidity and Capital Resources

      Global  Concepts at December  31,  2004 had a working  capital  deficit of
$2,232,000,  primarily due to liabilities  in excess of $1.2 million  continuing
from the period  prior to its  acquisition  of CLTA.  CLTA  itself has  adequate
working capital to carry on its operations.

      The sale of the 5%  Convertible  Debenture in November 2004 provided funds
to Global  Concepts  that were used, in part, to repay a portion of the $500,000
loan that Global Concepts took for the purpose of acquiring  CLTA.  Another part
of the proceeds was used to pay a deposit on  additional  vehicles to be used by
CLTA. Global Concepts,  therefore,  has no significant cash assets and no source
of  credit.  This may result in  difficulties  paying  the  creditors  of Global
Concepts,  unless cash flow from CLTA is  sufficient  to service the debt of its
parent.

Critical Accounting Policies and Estimates

      In preparing our financial statements we are required to formulate working
policies  regarding  valuation  of our  assets  and  liabilities  and to develop
estimates of those values.  In our  preparation of the financial  statements for
2004, there were three estimates made which were (a) subject to a high degree of
uncertainty and (b) material to our results:

      o     Our determination,  detailed in Note 3 to the Consolidated Financial
            Statements, that we should record a valuation allowance for the full
            value of the deferred tax asset  created by our net  operating  loss
            carryforward.  The primary reason for the determination was our lack
            of  certainty  as to if and  when  Global  Concepts  would  commence
            profitable operations.

      o     Our  determination,  referred  to  in  Note  9 to  the  Consolidated
            Financial Statements, concerning the allowance for doubtful accounts
            that we maintain. As needed based on each customer's  circumstances,
            we reserve an  allowance  for losses we may incur as a result of the
            customer's inability to make required payments.  Any increase in the
            allowance  results in a  corresponding  increase  in our general and
            administrative  expenses.  In establishing this allowance,  and then
            evaluating the adequacy of the allowance for doubtful  accounts each
            quarter, we analyze historical bad debts,  customer  concentrations,
            customer  credit-worthiness,  current economic trends and changes in
            our customer  payment  terms.  If the financial  condition of one or
            more of our customers deteriorates,  resulting in their inability to
            make payments, or if we otherwise  underestimate the losses we incur
            as a  result  of our  customers'  inability  to pay us,  we could be
            required to increase our allowance for doubtful accounts which could
            adversely affect our operating results.

      o     Our determination, described in Note 6 to the Consolidated Financial
            Statements,  regarding the  allocation of the purchase price of CLTA
            among  liquid  assets,   fixed  assets  and  goodwill.   We  made  a
            preliminary  allocation  based on results to date, but will finalize
            the allocation as we accumulate more historical information on which
            to base a determination as to the fair value of the assets acquired.
            If our final  determination  results in an increased  allocation  to
            goodwill,  and we determine that the goodwill is impaired,  we could
            incur a  write-down  of the  book  value in 2005  (depending  on our
            determination  of the  fair  value  of the  goodwill),  which  would
            adversely affect our operating results.


                                      -9-
<PAGE>

      We have made no material  changes to our critical  accounting  policies in
connection with the preparation of financial statements for 2004.

Off-Balance Sheet Arrangements

      We do not have any  "off-balance  sheet  arrangements,"  as defined in the
Regulations of the Securities and Exchange Commission.

Risk Factors That May Affect Future Results

      Our expectations  regarding the future of Global Concepts will be realized
only  if  we  are  able  to  avoid  the  adverse   effects  of  many  risks  and
contingencies.  You should  carefully  consider the risks described below before
buying our common stock. If any of the risks  described  below actually  occurs,
that  event  could have a  substantial  adverse  effect on our future  financial
results.  Those adverse  results,  in turn, could cause the trading price of our
common stock to decline, and you could lose all or part of your investment.

      We may be unable to satisfy our current debts.

      Our  debts  are far in  excess  of the book  value of our  assets.  We are
engaged in efforts to negotiate compromises and extensions with major creditors.
If those negotiations are unsuccessful, however, our business will fail.

      We lack capital to fund our operations.

      At the beginning of 2004 Global Concepts had no operating  businesses.  At
the end of the year we acquired  three business  operations.  All three of them,
however,  will require  capital in order to prosper.  We have no capital at this
time.

      The issuance of shares under our agreements with Cornell Capital  Partners
could increase our outstanding shares.


                                      -10-
<PAGE>

      Cornell Capital Partners owns a 5% Secured  Convertible  Debenture that it
may convert into Global  Concepts  common stock.  At the market price on May 18,
2005, the debenture  could be converted into over 6,000,000  shares.  The likely
result of Cornell Capital Partners selling such large quantities of stock to the
public would be a steep  reduction in the market price of Global Concepts common
stock. Since the conversion feature of the 5% Secured  Convertible  Debenture is
determined by the market price,  a reduction in the market price could result in
even larger  numbers of shares being  issued,  if Global  Concepts  were to take
advantage of the full line of credit.

      None of our  subsidiaries  has  sufficient  business  history  to permit a
reliable estimate of its future prospects.

      Our business  operations are carried out by three  subsidiaries.  Advanced
Medical Diagnostics was only recently organized and has no reported revenue. J&J
Marketing was a part-time  family business until we acquired it, and has minimal
reported revenue.  CLTA has a considerable  business history,  but only recently
emerged from legal proceedings in France that substantially reorganized it. None
of these companies,  therefore, can point to a meaningful history of operations.
In each of these companies we will face all of the risks of a start-up  company,
including uncertainty about access to the market,  uncertainty about our ability
to service the market, and uncertainty about our ability to operate efficiently.

      We may not be able to effectively manage a subsidiary in France.

      Our largest business  operation is CLTA. CLTA is a French company with all
of its business  operations located in France. Its primary customers are French.
No one associated with Global Concepts has any significant experience managing a
business  in  France.  It may occur that our  ignorance  about  French  business
practices  will prevent us from  adequately  overseeing  the  operations of this
subsidiary.

      Our largest  subsidiary has one primary  customer,  and would be seriously
affected by any interruption of its business with that customer.

      CLTA is the only  subsidiary of Global  Concepts that currently  generates
more than nominal revenues. Over 90% of CLTA's business consists of warehousing,
servicing and delivering  automobiles for the company that  distributes  Peugeot
and Citroen in Europe. If that business  relationship were damaged, or if CLTA's
customer  suffered a serious  business  reverse,  the  adverse  effect on CLTA's
business could be dramatic.

      A downturn  in the  French  economy  would be likely to reduce  demand for
CLTA's services.


                                      -11-
<PAGE>

      The business of CLTA  consists of  warehousing  and  delivering  new cars,
primarily in France. If the economy of France suffers a recession and the volume
of new car  sales is  reduced,  the  revenue  earned by CLTA  will  likewise  be
reduced.

      Increased  fuel  prices  will  reduce the  profits  of our  transportation
subsidiary, CLTA.

      A significant  portion of the business of CLTA - and the area in which its
plans for  expansion  are  focused - consists  of  transporting  automobiles  to
dealerships  in Europe.  When fuel oil prices are high, as they are now relative
to  historical  prices,  CLTA's profit  margins are reduced.  If fuel oil prices
remain  high or climb  even  higher,  it will have an  adverse  effect on CLTA's
financial results.

      Our HIV testing kit does not contain any proprietary technology, and could
be replicated by competitors.

      Our subsidiary,  Advanced Medical Diagnostics, LLC developed its HIV (1+2)
Rapid Self-Test Kit from  readily-available  components known to be effective in
testing for HIV  infection.  We are already aware of one U.S.  competitor who is
following a business plan very similar to ours, distributing an HIV(1+2) testing
kit in Asia and Africa.  If we or our  competitors  are  successful in marketing
testing kits,  additional  competitors  could easily  introduce  similar kits in
competition with us.

      Our medical  devices  subsidiary  does not have insurance  against product
liability claims.

      Advanced  Medical   Diagnostics,   LLC  is  engaged  in  the  business  of
distributing an HIV home-testing kit in Africa, Asia and Latin America. Advanced
Medical  Diagnostics  does not have an insurance  policy that will  indemnify it
against any product liability claims. Such a claim, if successfully  prosecuted,
could result in a judgment that Advanced Medical  Diagnostics would be unable to
pay, forcing it into bankruptcy.

      Global Concepts is not likely to hold annual  shareholder  meetings in the
next few years.

      Since it became a public company in 2000,  Global  Concepts has never held
an annual  meeting of  shareholders.  The Board of Directors of Global  Concepts
consists of Michael Margolies, who has served since 2000, and Stanley Chason and
Eduardo Rodriguez, who were appointed to the Board by Mr. Margolies.  Management
does not expect to hold annual  meetings of  shareholders in the next few years,
due to the expense  involved.  As a result,  the shareholders of Global Concepts
will have no effective means of exercising control over the operations of Global
Concepts.


                                      -12-
<PAGE>

      The volatility of the market for Global  Concepts common stock may prevent
a shareholder from obtaining a fair price for his shares.

      The common stock of Global  Concepts is quoted on the OTC Bulletin  Board.
Trading volume is usually  relatively  small, and prices vary  dramatically from
time to time.  It is  impossible  to say that the market  price on any given day
reflects the fair value of Global  Concepts,  since the price sometimes moves up
or down by 50% in a week's time. A shareholder  in Global  Concepts who wants to
sell his shares, therefore, runs the risk that at the time he wants to sell, the
market price may be much less than the price he would consider to be fair.

      Only a small portion of the  investment  community  will  purchase  "penny
stocks" such as Global Concepts common stock.

      Global  Concepts'  common  stock is defined by the SEC as a "penny  stock"
because it trades at a price less than $5.00 per share.  Global Concepts' common
stock also meets most common definitions of a "penny stock," since it trades for
less than $1.00 per share.  Many brokerage firms will discourage their customers
from purchasing penny stocks, and even more brokerage firms will not recommend a
penny stock to their customers.  Most institutional investors will not invest in
penny  stocks.  In  addition,  many  individual  investors  will not  consider a
purchase of a penny stock due,  among other things,  to the negative  reputation
that attends the penny stock market. As a result of this widespread  disdain for
penny stocks,  there will be a limited market for Global  Concepts' common stock
as long as it remains a "penny stock." This situation may limit the liquidity of
your shares.

Item 7. FINANCIAL STATEMENTS

      The Company's financial statements,  together with notes and the Report of
Independent  Certified Public Accountants,  are set forth immediately  following
Item 14 of this Form 10-KSB.

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

      None.

Item 8A. CONTROLS AND PROCEDURES

      The  term  "disclosure  controls  and  procedures"  is  defined  in  Rules
13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act").  The term refers to the controls and  procedures  of a company
that are  designed to insure that  information  required  to be  disclosed  by a
company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized,  and reported within the required time periods.  Eduardo
Rodriguez, our Chief Executive Officer and Chief Financial Officer, performed an
evaluation  of  the  effectiveness  of the  Company's  disclosure  controls  and
procedures as of December 31, 2004.  Based on his evaluation,  he concluded that
the controls and procedures in place at that date were sufficient to assure that
material  information  concerning the Company which could affect the disclosures
in the  Company's  reports  filed under the  Exchange Act will be disclosed on a
timely basis in those reports.


                                      -13-
<PAGE>

      No change in our internal control over financial  reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period
covered by this report that has materially affected,  or is reasonably likely to
materially affect, our internal controls over financial reporting.

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

      This table identifies our management team.  Directors serve until the next
annual  meeting of  shareholders  and until  their  successors  are  elected and
qualify. Officers serve at the pleasure of the Board of Directors. Director

                                                               Director
 Name              Age        Position with the Company        Since
 ----              ---        -------------------------        -----
Eduardo Rodriguez  43         Chairman, Chief Executive         2005
                                Officer, Chief Financial
                                Officer
Michael Margolies  77         Secretary, Director               2000
Stanley Chason     77         Director                          2001

      Eduardo Rodriguez has served as Chief Executive Officer of Global Concepts
since March  2005.  Mr.  Rodriguez  also  serves as Chief  Executive  Officer of
Headliners  Entertainment  Group,  Inc. (OTCBB:  HLEG),  which is engaged in the
business of operating comedy clubs and dance clubs throughout the United States.
Mr. Rodriguez has been the Chief Executive  Officer and a member of the Board of
Directors of Headliners since 1999.

      Michael  Margolies  organized our first  business  operations in 1998. Mr.
Margolies served as our Chief Executive  Officer from 1998 until March 2005. Mr.
Margolies  previously served as Chief Executive  Officer of U.S.  Transportation
Systems,  Inc.  from its  creation  in 1975.  USTS was a  NASDAQ-listed  holding
company  involved in a diversified  group of  transportation-related  businesses
(e.g. bus charters,  freight-hauling,  bus leasing,  limousines).  Mr. Margolies
left  USTS in 1998  when it was sold to  Precept  Business  Services,  Inc.  for
approximately  $43 million.  Mr. Margolies  currently also serves as a member of
the Board of Directors of Headliners Entertainment Group, Inc. (OTCBB: HLEG).


                                      -14-
<PAGE>

      Stanley Chason became a director of Global Concepts in November 2001. From
1962 until his retirement in 1984, Mr. Chason held various  positions with Gelco
Corporation,  a company  listed on the New York Stock Exchange which is involved
in all aspects of vehicle leasing. His last position with Gelco was as Executive
Vice  President  and  member  of the Board of  Directors.  Mr.  Chason  was also
Chairman  and Chief  Executive  Officer  of the Fleet  and  Management  Services
Division of Gelco.

Audit Committee; Compensation Committee

      The  Board of  Directors  of Global  Concepts  does not have an audit or a
compensation  committee.  The  Board of  Directors  also  does not have an audit
committee  financial expert. The Board of Directors has not been able to recruit
an audit committee  financial  expert to join the Board of Directors  because of
the Company's poor financial condition.

Code of Ethics

      The  Company  does not have a  written  code of ethics  applicable  to its
executive  officers.  The Board of  Directors  has not adopted a written code of
ethics because there are so few members of management.

Compliance with Section 16(a) of the Exchange Act

      None of the directors,  officers or beneficial  owners of more than 10% of
Global  Concepts' common stock failed to file on a timely basis reports required
during 2004 by Section 16(a) of the Exchange Act.

Item 10. EXECUTIVE COMPENSATION

      This table itemizes the  compensation  we paid to Michael  Margolies,  who
served as our Chief  Executive  Officer  during  2004.  There was officer  whose
salary and bonus for services  rendered  during the year ended December 31, 2004
exceeded $100,000.

                                 Compensation
                               Year      Salary             Stock Grant
                               ----      ------             -----------
Michael Margolies.......       2004      $ 0
                               2003        0
                               2002        0                      (1)

----------
(1)   Mr.  Margolies  received a  restricted  stock grant of  10,000,000  shares
      during 2002. The restrictions were removed at the beginning of 2004.


                                      -15-
<PAGE>

      Employment Agreements

      On  March  7,  2005  Global  Concepts  entered  into a  "Joint  Management
Agreement" with Headliners Entertainment Group, Inc., Eduardo Rodriguez, Michael
Margolies,  The Rodriguez Family Trust and The Margolies Family Trust. The Joint
Management  Agreement  contained  the  following  provisions  relevant to Global
Concepts:

      -     The Rodriguez  Family Trust and The Margolies Family Trust agreed to
            organize  a  limited  liability  company.  The  Trusts,  as  well as
            Rodriguez  and  Margolies,  will  contribute  their Global  Concepts
            shares to the Trust on August 15, 2005.  Global  Concepts will pay a
            fee  of  $5,000  per  month  to the  limited  liability  company  in
            compensation for the services of Rodriguez and Margolies.

      -     Global  Concepts  entered into five year  Employment  Agreement with
            Rodriguez.

      -     Margolies resigned from his position as Chairman of Global Concepts.

      -     Global  Concepts  entered into a five year advisory  agreement  with
            Margolies.

      -     Rodriguez and Margolies agreed that they would each serve as members
            of Global Concepts' Board of Directors.  They also agreed to elect a
            third member, to be nominated by Rodriguez.

      -     Global Concepts, Rodriguez and Margolies agrees that until the death
            of Rodriguez or  Margolies,  the  compensation  and benefits paid by
            Global  Concepts  to  Rodriguez  will  equal  the  compensation  and
            benefits paid by Global Concepts to Margolies.

      Global Concepts' Employment Agreement with Rodriguez provides that he will
serve as President. His compensation will be $100,000 per annum. The fee payable
to  Rodriguez  will  continue  for the  term of the  agreement,  notwithstanding
Rodriguez'  death or disability.  The agreement  terminates on January 31, 2010,
except that Rodriguez covenanted that for one year after termination he will not
engage in activities that are competitive with Global Concepts.

      Global Concepts'  Advisory  Agreement with Margolies provides that he will
consult  with the Board of  Directors  and the  President on matters of business
development,  investor  relations public relations and finance.  Global Concepts
will pay Margolies a fee of $100,000 per annum and provide him the same benefits
as are  provided  to Global  Concepts'  executive  officers.  The fee payable to
Margolies  will  continue  for  the  term  of  the  agreement,   notwithstanding
Margolies'  death or disability.  The agreement  terminates on January 31, 2010,
except that Margolies covenanted that for one year after termination he will not
engage in activities that are competitive with Global Concepts.


                                      -16-
<PAGE>

      Equity Grants

      The  following  tables set forth certain  information  regarding the stock
options acquired during 2004 by Michael  Margolies,  who was the Company's Chief
Executive Officer during the year ended December 31, 2004 and those options held
by him on December 31, 2004.

                      Option Grants in the Last Fiscal Year

<TABLE>
<CAPTION>
                                    Percent
                                    of total                                        Potential realizable
                  Number of         options                                         value at assumed
                  securities        granted to                                      annual rates of
                  underlying        employees        Exercise                       appreciation of
                  option            in fiscal        Price             Expiration   for option term
Name              granted           year             ($/share)         Date            5%         10%
----              ------------      -----------      ---------         ----------   --------    --------
<S>                   <C>            <C>                <C>                <C>         <C>         <C>
M. Margolies          0              N.A.               N.A.               N.A.        0           0
</TABLE>

                    Aggregated Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                           Number of securities underlying    Value of unexercised in-the-money
                           unexercised options at fiscal      options at fiscal year-end ($)
Name                       year-end (#) (All exercisable)     (All exercisable)
-----------------          ------------------------------     ---------------------------------
<S>                                 <C>                                <C>
Michael Margolies                   0                                  0
</TABLE>

      Compensation of Directors

      Our directors are reimbursed for  out-of-pocket  expenses  incurred on our
behalf, but receive no additional compensation for service as directors.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information known to us with respect to the
beneficial  ownership of our common stock as of the date of this  prospectus  by
the following:

      o     each shareholder known by us to own beneficially more than 5% of our
            common stock;


                                      -17-
<PAGE>

      o     each officer named in the Executive Compensation table above.

      o     each of our directors; and

      o     all directors and executive officers as a group.

      There are 89,395,454 shares of our common stock outstanding on the date of
this Report.  Except as  otherwise  indicated,  we believe  that the  beneficial
owners of the common stock  listed  below have sole voting power and  investment
power with respect to their  shares,  subject to community  property  laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Securities and Exchange Commission.

      In computing the number of shares  beneficially  owned by a person and the
percent  ownership of that person,  we include shares of common stock subject to
options or warrants held by that person that are currently  exercisable  or will
become exercisable within 60 days. We do not, however,  include these "issuable"
shares in the  outstanding  shares when we compute the percent  ownership of any
other person.

<TABLE>
<CAPTION>
                                    Amount and
                                    Nature of
Name and Address                    Beneficial                Percentage
of Beneficial Owner(1)              Ownership(2)                of Class
----------------------              ------------                --------
<S>                                  <C>                           <C>
Eduardo Rodriguez                     1,600,000                     1.8%
Michael Margolies                    17,497,439(2)                 19.6%
Stanley Chason                                0                       0%

All officers and
directors as a
group (3 persons)                    19,097,439(2)                 21.4%

Kevin Waltzer                         8,439,000(3)                  9.4%
14 Larkspur Lane
Newtown, PA 18904
</TABLE>

----------
(1)   Except as otherwise  noted,  the address of each of these  shareholders is
      c/o Global Concepts, Ltd., 14 Garrison Inn Lane, Garrison, NY 10524.
(2)   Includes 2,180,850 shares owned by the Margolies Family Trust. The Trustee
      of  the  Margolies  Family  Trust  is  Mr.  Margolies   spouse,   and  the
      beneficiaries of the Trust are his spouse and children.
(3)   Includes 2,455,000 shares held by Lisa Waltzer, Mr. Waltzer's spouse.


                                      -18-
<PAGE>

Equity Compensation Plan Information

      The information set forth in the table below regarding equity compensation
plans (which include individual compensation  arrangements) was determined as of
December 31, 2004.

<TABLE>
<CAPTION>
                                              Number of securities                            Number of securities
                                               to be issued upon        Weighted average      remaining available
                                                  exercise of          exercise price of      for future issuance
                                              outstanding options,    outstanding options,        under equity
                                              warrants and rights     warrants and rights      compensation plans
                                              -------------------     -------------------      ------------------
<S>                                                    <C>                     <C>                     <C>
Equity compensation plans approved by
  security holders..............................       0                       --                      0

Equity compensation plans not approved by
  security holders*.............................       0                       --                      0

             Total..............................       0                       --                      0
</TABLE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      From time to time,  Global  Concepts has borrowed money from the Margolies
Family Trust.  The trustee of the Margolies  Family Trust is the wife of Michael
Margolies,  and the  beneficiaries  of the Trust are his wife and children.  The
balance due from Transportation  Logistics to the Trust at December 31, 2004 was
$2,499,000. The loan did not bear interest. Although there is no agreement as to
when the loan will be  repaid,  the  Trust  waived  payment  until  after  2005.
Accordingly,  the loan is classified  as a "long-term  liability" on our balance
sheet.

      In March  2005  Global  Concepts  issued a  convertible  debenture  to the
Margolies  Family Trust in satisfaction  of the loan. The debenture  converts at
the market price.


                                      -19-
<PAGE>

Item 13. EXHIBIT LIST AND REPORTS ON FORM 8-K

      (a) Financial Statements

Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Balance Sheets                                                  F-2

Consolidated Statements of Operations                                        F-3

Consolidated Statements of Comprehensive Income                              F-4

Consolidated Statements of Shareholders' Equity (Deficit)                    F-5

Consolidated Statements of Cash Flows                                        F-6

Notes to Consolidated Financial Statements                                   F-7

      (b)   Exhibit List

3-a   Articles of Amendment and  Restatement of the Articles of  Incorporation -
      filed as an exhibit  to the  Annual  Report on Form 8-K for the year ended
      December 31, 2000 and incorporated herein by reference.

3-b   Restated  By-laws - filed as an exhibit to the Current  Report on Form 8-K
      dated November 17, 2000 and incorporated herein by reference.

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 - filed as
      an exhibit  to the  Current  Report on Form 8-K dated  October 1, 2004 and
      incorporated herein by reference.

10-b  Option  Agreement  dated  October 1, 2004 among  Transportation  Logistics
      Int'l,  Inc.,  J&J Marketing LLC, and Jane and Michael Schub - filed as an
      exhibit  to the  Current  Report  on Form 8-K  dated  October  1, 2004 and
      incorporated herein by reference

21    Subsidiaries  -  Transportation Logistics Int'l, Inc., a New York
                       corporation
                       Xcalibur Express, Inc.
                       Advanced Medical Diagnostics LLC
                       J&J Marketing LLC
                       Compagnie Logistique de Transports Automobiles

31    Rule 13a-14(a) Certification

32    Rule 13a-14(b) Certification

----------
(1)   Filed as an exhibit to the Company's  Registration Statement on Form 10-SB
      and incorporated herein by reference.


                                      -20-
<PAGE>

Item 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Bagell,  Josephs & Company LLC was  retained  by Global  Concepts in April
2005 to serve as its principal accountant. Prior to that date, Bagell, Josephs &
Company  LLC did not  perform  any  services  nor  receive  any fees from Global
Concepts.

      Audit Fees

      Bagell,   Josephs  &  Company  LLC  billed  $18,000  to  the  Company  for
professional services rendered for the audit of our 2004 financial statements.

      Audit-Related Fees

      Bagell,  Josephs  &  Company  LLC  billed  $0 to the  Company  in 2004 for
assurance and related services that are reasonably related to the performance of
the 2004 audit or review of the quarterly financial statements.

      Tax Fees

      Bagell,  Josephs  &  Company  LLC  billed  $0 to the  Company  in 2004 for
professional services rendered for tax compliance, tax advice and tax planning.

      All Other Fees

      Bagell,  Josephs  &  Company  LLC  billed  $0 to the  Company  in 2004 for
services not described above.

      It is the policy of the  Company's  Board of  Directors  that all services
other than audit,  review or attest services,  must be pre-approved by the Board
of Directors.  All of the services described above were approved by the Board of
Directors.


                                      -21-
<PAGE>

BAGELL, JOSEPHS & COMPANY, L.L.C.
200 Haddonfield Berlin Road
Gibbsboro, New Jersey 08026
(856) 346-2828  Fax (856) 346-2882

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of
Global Concepts, Ltd. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Global Concept,
Ltd. and Subsidiaries (the "Company") as of December 31, 2004 and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for the year ended December 31, 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Concepts,
Ltd. and Subsidiaries as of December 31, 2004, and the results of its operations
and its cash flows for the year ended December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2004 have
been prepared assuming that the Company will continue as a going concern. As
discussed in the notes to the consolidated financial statements, the Company has
sustained operating losses and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern. Management's operating and
financing plans in regard to these matters are also discussed in the notes. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


/s/ BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

May 17, 2005


                                      -22-
<PAGE>

                          Independent Auditors' Report

To the Board of Directors and Stockholders of
Transportation Logistics Int'l Inc. and Subsidiaries



We have audited the accompanying consolidated balance sheet of Transportation
Logistics Int'l Inc. and Subsidiaries as of December 31, 2003, and the related
consolidated statements of operations, comprehensive income, shareholders
equity, and cash flows for the years ended December 31, 2003 and 2002. 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 audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 above present fairly, in
all material respects, the financial position of Transportation Logistics Int'l
Inc. and Subsidiaries as of December 31, 2003, and the results of their
operations and their cash flows for the years ended December 31, 2003 and 2002
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. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



Bridgewater, New Jersey
April 9, 2004




                                      /s/ Rosenberg Rich Baker Berman & Company
                                      -----------------------------------------
                                          Rosenberg Rich Baker Berman & Company


                                      -23-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                           Consolidated Balance Sheet
                                December 31, 2004

<TABLE>
<S>                                                                                      <C>
                Assets
Current Assets
   Cash                                                                                  $     1,000
   Accounts receivable                                                                     2,317,000
   Prepaid expenses                                                                        2,451,000
                                                                                         -----------
           Total Current Assets                                                            2,451,000

   Fixed assets                                                                              146,000
   Deposits                                                                                  241,000
   Goodwill                                                                                1,432,000
                                                                                         -----------
           Total Assets                                                                    4,270,000
                                                                                         ===========

            Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
   Accounts payable                                                                        1,880,000
   Accrued expenses                                                                        1,870,000
   Note payable                                                                              428,000
   Convertible debenture                                                                     444,000
   Net liabilities of discontinued operations                                                 61,000
                                                                                         -----------
                Total Current Liabilities                                                  4,683,000
   Officer loans                                                                           2,499,000
                                                                                         -----------
                Total Liabilities                                                          7,182,000
                                                                                         -----------

Commitments and Contingencies                                                                     --

Stockholders' Equity (Deficit)
   Preferred stock, $.01 par value; 5,000,000 shares authorized, and 0 shares
       issued and outstanding                                                                     --
   Common stock, no par value; 500,000,000 shares authorized, 67,645,454 shares issued
       and 67,409,802 shares outstanding                                                   6,877,000
   Additional paid-in capital                                                                193,000
   Retained earnings (deficit)                                                            (9,386,000)
   Other comprehensive loss                                                                  (73,000)
   Less:  treasury stock, 235,652 shares at cost                                            (523,000)
                                                                                         -----------
                Total Stockholders' Equity (Deficit)                                      (2,912,000)
                                                                                         -----------
                Total Liabilities and Stockholders' Equity (Deficit)                     $ 4,270,000
                                                                                         ===========
</TABLE>

See notes to the consolidated financial statements.


                                      -24-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                             ----------------------------
                                                                 2004            2003
                                                             ------------    ------------
<S>                                                          <C>             <C>
Operating Revenues                                           $  5,286,000    $     66,000
Direct Operating Expenses                                       4,208,000              --
                                                             ------------    ------------
Gross Profit                                                    1,078,000          66,000
                                                             ------------    ------------

Operating Expenses
     Selling, general and administrative                        1,467,000         138,000
     Stock based compensation                                   3,662,000         636,000
                                                             ------------    ------------
           Total Operating Expenses                             5,129,000         774,000
                                                             ------------    ------------

Loss From Operations                                           (4,051,000)       (708,000)
Other expense                                                     (71,000)             --
Minority interest                                                (151,000)             --
                                                             ------------    ------------
(Loss) Before Income Taxes                                     (4,122,000)       (708,000)
(Provision) Benefit for Income Taxes                                   --              --
                                                             ------------    ------------
(Loss) Before Discontinued Operations                          (4,122,000)       (708,000)

Discontinued Operations
     Gain/(Loss)from discontinued operations of subsidiary
       (net of tax effect of $0)                                  167,000      (1,620,000)
                                                             ------------    ------------
Net (Loss)                                                   $ (3,955,000)   $ (2,328,000)
                                                             ============    ============

Earnings (Loss) Per Share
     (Loss) from continuing operations                       $      (0.08)   $      (0.02)
     (Loss) from discontinued operations                               --           (0.04)
                                                             ------------    ------------
     Basic and diluted earnings (loss) per share             $      (0.08)   $      (0.06)
                                                             ============    ============

Weighted Average Number of Common Shares Outstanding           48,322,141      40,396,338
                                                             ============    ============
</TABLE>

See notes to the consolidated financial statements.


                                      -25-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
     Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
             Consolidated Statements of Comprehensive Income (Loss)

<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                           --------------------------
                                                               2004           2003
                                                           -----------    -----------
<S>                                                        <C>            <C>
Net (Loss)                                                 $(3,955,000)   $(2,329,000)
                                                           -----------    -----------

Other Comprehensive Loss

     Foreign Currency Translation Adjustment                   (73,000)            --
                                                           -----------    -----------
Other Comprehensive (Loss) Income Before Tax                   (73,000)            --

Income Tax Expense Related to Other Comprehensive Income            --             --
                                                           -----------    -----------
                                                               (73,000)            --
Other Comprehensive (Loss) Income Net of Tax
                                                           -----------    -----------
Comprehensive (Loss)                                       $(4,021,000)   $(2,329,000)
                                                           ===========    ===========
</TABLE>

See notes to the consolidated financial statements.


                                      -26-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
            Consolidated Statement of Shareholders' Equity (Deficit)
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                         Common Stock                           Other
                                                 -------------------------    Retained      Comprehensive   Treasury
                                                    Shares       Amount       Earnings          Income       Stock
                                                 -----------   -----------   -----------    -----------    -----------
<S>                                               <C>          <C>           <C>            <C>            <C>
Balance December 31, 2002                         40,396,338   $ 3,660,000   $(3,102,000)   $        --    $  (523,000)
                                                 -----------   -----------   -----------    -----------    -----------

Net loss for the year ended December 31, 2003             --            --    (2,329,000)            --             --
Amortization of prepaid consulting services               --            --            --             --             --
                                                 -----------   -----------   -----------    -----------    -----------

Balance December 31, 2003                         40,396,338     3,660,000    (5,431,000)            --       (523,000)
                                                 ===========   ===========   ===========    ===========    ===========

Amortization of prepaid consulting services               --            --            --             --             --
Net loss for the year ended December 31, 2004             --            --    (3,955,000)            --             --
Foreign currency transaction                              --            --            --        (73,000)            --
Stock issued for acquisitions of J&J Marketing
and AMD                                              200,000        15,000            --             --             --
Stock issued for consulting services              26,813,464     3,202,000            --             --             --
Value of beneficial conversion feature on
convertible debt                                          --            --            --             --             --
                                                 -----------   -----------   -----------    -----------    -----------

Balance December 31, 2004                         67,409,802   $ 6,877,000   $(9,386,000)   $   (73,000)   $  (523,000)
                                                 ===========   ===========   ===========    ===========    ===========

<CAPTION>

                                                  Additional    Consulting
                                                    Paid-in     Services to
                                                   Capital      be Provided       Total
                                                  -----------   -----------    -----------
<S>                                               <C>           <C>             <C>
Balance December 31, 2002                         $    37,000   $(1,096,000)    (1,024,000)
                                                  -----------   -----------    -----------

Net loss for the year ended December 31, 2003              --            --     (2,329,000)
Amortization of prepaid consulting services                         636,000        636,000
                                                  -----------   -----------    -----------

Balance December 31, 2003                              37,000      (460,000)    (2,717,000)
                                                  ===========   ===========    ===========

Amortization of prepaid consulting services                --       460,000        460,000
Net loss for the year ended December 31, 2004              --            --     (3,955,000)
Foreign currency transaction                               --            --        (73,000)
Stock issued for acquisitions of J&J Marketing
and AMD                                                    --            --         15,000
Stock issued for consulting services                       --            --      3,202,000
Value of beneficial conversion feature on
convertible debt                                      156,000            --        156,000
                                                  -----------   -----------    -----------

Balance December 31, 2004                         $   193,000   $        --    $(2,912,000)
                                                  ===========   ===========    ===========
</TABLE>

See notes to the consolidated financial statements.


                                      -27-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                            --------------------------
                                                                                2004           2003
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
Cash Flows From Operating Activities
    Continuing Operations
    Loss before income taxes                                                $(4,122,000)   $  (708,000)
    Foreign currency translation                                                (73,000)            --
    Stock based compensation                                                  3,662,000        635,000
    Adjustments to Reconcile Net Income to Net Cash
       Used n Operating Activities
        (Increase) decrease in accounts receivable                              556,000             --
        (Increase) decrease in inventory                                          6,000             --
        (Increase) in prepaid expenses                                           (4,000)            --
        Decrease in other assets                                                186,000             --
        Increase in accounts payable and accrued expenses                      (931,000)        38,000
                                                                            -----------    -----------
           Cash Used in Continuing Operations                                  (720,000)       (35,000)
                                                                            -----------    -----------
    Discontinued Operations
      Loss before income taxes                                                  167,000     (1,620,000)
      Adjustments to reconcile net loss to net cash Provided by (Used in)
      discontinued operations
        (Increase) decrease in net assets of discontinued operations         (1,305,000)     1,663,000
                                                                            -----------    -----------
           Cash Provided by (Used in) Discontinued Operations                (1,138,000)        43,000
                                                                            -----------    -----------
           Net Cash Provided by (Used in) Operating Activities               (1,858,000)         8,000
                                                                            -----------    -----------

    Cash Flows From Investing Activities
      Purchases of fixed assets                                                 (15,000)            --
      Cash paid for deposit                                                    (241,000)            --
      Cash paid for CLTA acquisition                                           (500,000)            --
      Cash acquired from acquisition                                            307,000             --
                                                                            -----------    -----------
    Net Cash Used in Investing Activities                                      (449,000)            --
                                                                            -----------    -----------

    Cash From Financing Activities
      Proceeds from officer loans                                             1,479,000        112,000
      Proceeds from debt                                                        828,000       (121,000)
                                                                            -----------    -----------
    Net Cash Provided by (Used in) Financing Activities                       2,307,000         (9,000)
                                                                            -----------    -----------

Net Increase (Decrease) in Cash and Equivalents                                   3,000         (1,000)
Cash and Equivalents at Beginning of Year                                         2,000          3,000
                                                                            -----------    -----------
Cash and Equivalents at End of Year                                         $     1,000    $     2,000
                                                                            ===========    ===========
</TABLE>

See notes to the consolidated financial statements.


                                      -28-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                Consolidated Statements of Cash Flows, Continued

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:

      Interest                  $ --    $ --
                                ====    ====
      Income taxes              $ --    $ --
                                ====    ====

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

      On June 1, 2004,  the Company issued 100,000 common shares in exchange for
      a 100% interest in a limited liability company.

      On October 1, 2004,  the Company  issued 100,000 common shares in exchange
      for an 80% interest in a limited liability company.

See notes to the consolidated financial statements.


                                      -29-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Organization

            Global  Concepts,  Ltd.  is an  international  logistics  management
            company which owned and operated several subsidiaries, each of which
            did business within the various facets of  transportation  including
            intermodal trucking,  factoring receivables and employee leasing for
            logistic companies.  In 2003, the Company  discontinued all of those
            operations.   Since  May  2003,   the  Company  has  been  providing
            consulting services while seeking new business ventures.

            The Company's financial  statements have been presented on the basis
            that it is a going concern,  which  contemplates  the realization of
            assets and the  satisfaction  of liabilities in the normal course of
            business.  The Company has incurred  substantial  losses,  and has a
            working  capital  deficit as of December  31,  2004.  The  Company's
            continued existence is dependent upon its ability to secure adequate
            financing.  The  Company  plans to raise  additional  capital in the
            future;  however  there  are no  assurances  that  such plan will be
            successful.  The financial statements do not include any adjustments
            that might result from the outcome of these uncertainties.

            On June 1, 2004 the Company acquired the entire membership  interest
            in Advanced  Medical  Diagnostics LLC ("AMD").  AMD is a development
            stage  enterprise,  engaged in the  business  of  manufacturing  and
            distributing  the  "Advanced  Medical  Diagnostics  HIV (1&2)  Rapid
            Test",  a diagnostic kit which permits an individual to test himself
            for the HIV virus and  obtain a result  in 15  minutes  with a 99.4%
            accuracy.  The  membership  interests  in AMD were  acquired  by the
            Company in  exchange  for  100,000  shares of the  Company's  common
            stock.

            On October 1, 2004 the Company  completed its  acquisition of 60% of
            CLTA for $500,000. CLTA is a corporation located in Nugent sur Oise,
            France.  CLTA's  principal  business  is the  warehousing  and final
            dealer  preparation  work for automobile  manufacturers,  Pugeot and
            Citroen.  CLTA also performs brake  installation  and testing of new
            vehicles for Peugeot.

            On  October  1, 2004 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."

      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  statement  and the  reported  amounts of
            revenue and expenses  during the reporting  period.  Actual  results
            could differ from these estimates.

      Principles of Consolidation

            The  accompanying  consolidated  balance  sheet at December 31, 2004
            includes  the  accounts  of the  Company  and its  wholly  owned and
            majority owned subsidiaries. All material inter-company accounts and
            transactions have been eliminated.

      Property and Equipment

            Property  and  equipment  are  valued at cost.  Gains and  losses on
            disposition  of property are  reflected in income.  Depreciation  is
            computed  using the  straight-line  method  over  three to five year
            estimated useful lives of the assets.  Repairs and maintenance which
            do not extend the useful life of the related  assets are expensed as
            incurred.


                                      -30-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Cash and Equivalents

            For  purposes  of the  statement  of cash  flows,  cash  equivalents
            include time deposits, certificates of deposit and all highly liquid
            debt instruments with original maturities of three months or less.

      Income Taxes

            The Company and its wholly owned  subsidiaries  file a  consolidated
            Federal income tax return.  The Company uses the asset and liability
            method in providing income taxes on all transactions  that have been
            recognized in the consolidated  financial statements.  The asset and
            liability method requires that deferred taxes be adjusted to reflect
            the tax rates at which  future  taxable  amounts  will be settled or
            realized.  The effects of tax rate  changes on future  deferred  tax
            liabilities  and  deferred tax assets,  as well as other  changes in
            income tax laws,  are  recognized in net earnings in the period such
            changes are  enacted.  Valuation  allowances  are  established  when
            necessary to reduce  deferred  tax assets to amounts  expected to be
            realized.

      Fair Value of Financial Instruments

            The carrying amounts reported in the consolidated  balance sheet for
            cash, accounts receivable,  prepaid expenses,  accounts payable, and
            accrued  expenses  approximate  their  fair  values due to the short
            maturities of these financial instruments.

            The carrying amounts reported in the consolidated  balance sheet for
            officers loans, notes payable and convertible debentures approximate
            their fair values based on current  rates at which the Company could
            borrow funds with similar maturities.

      Revenue Recognition

            Revenue from freight brokerage is recognized upon delivery of goods,
            and direct expenses  associated with the cost of transportation  are
            accrued  concurrently.  Revenue from driver  temporary  services and
            leasing is recognized when earned based upon standard  billing rates
            charged by the hours worked.  Factoring  revenue is recognized  when
            the service is provided. Direct expenses associated with the cost of
            driver leasing are accrued concurrently.  Revenue from subcontracted
            transportation  services is recognized upon completion of each trip.
            Direct  expenses  associated  with  the cost of  transportation  are
            accrued  concurrently.   Monthly  provision  is  made  for  doubtful
            receivables, discounts, returns and allowances.

      Goodwill

            Goodwill is recognized for the excess of the purchase price over the
            fair value of tangible  and  identifiable  intangible  net assets of
            businesses acquired. The Company adopted SFAS No. 142, "GOODWILL AND
            OTHER  INTANGIBLE  ASSETS" in which goodwill is no longer  amortized
            but tested for impairment on at least an annual basis.  The carrying
            value  is  reviewed  if  the  facts  and   circumstances,   such  as
            significant  declines  in sales,  earnings or cash flows or material
            adverse  changes in the  business  climate,  suggest  that it may be
            impaired.  If  this  review  indicates  that  goodwill  will  not be
            recoverable,  the impairment is determined by comparing the carrying
            value of goodwill to fair value.  Fair value is determined  based on
            quoted market values, discounted cash flows or appraisals.

      Long-lived Assets

            The Company  assesses  long-lived  asset for  impairment is required
            under SFAS No. 144,  "ACCOUNTING  FOR THE  IMPAIRMENT OF DISPOSAL OF
            LONG-LIVED  ASSETS".  The Company  reviews for  impairment  whenever
            events or  circumstances  indicate that the carrying amount of these
            assets may not be recoverable. The Company assesses these assets for
            impairment based on estimated future cash flow from these assets.


                                      -31-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Foreign Currency Transactions

            Operations of one of the Company's  majority owned  subsidiaries are
            conducted in France and the financial  statements of that subsidiary
            are translated from the Euro, Frances' functional currency,  into U.
            S.  Dollars  in  accordance  with  SFAS No.  52,  "Foreign  Currency
            Translation".   Accordingly,   all  foreign   currency   assets  and
            liabilities  are translated at the period-end  exchange rate and all
            revenues and expenses are  translated  at the average  exchange rate
            for the period. The effects of translating the financial  statements
            of  foreign  subsidiaries  into  U. S.  Dollars  are  reported  as a
            cumulative   translation   adjustment,   a  separate   component  of
            comprehensive  income  in  stockholders'  equity.  Foreign  currency
            transaction  gains and losses are reported in earnings and consisted
            of $73,000 of losses in 2004, $0 of losses in 2003.

      Earnings (Loss) Per Share

            Earnings  (Loss) per common share  represents the amount of earnings
            (loss)  for the  period  available  to each  share of  common  stock
            outstanding during the reporting period.  Diluted earnings (loss per
            share  reflects  the  amount  of  earnings  (loss)  for  the  period
            available  to each  share of common  stock  outstanding  during  the
            reporting  period,  while giving  effect to all  dilutive  potential
            common  shares  that were  outstanding  during the  period,  such as
            common  shares  that could  result  from the  potential  exercise or
            conversion  of  securities  into common stock.  The  computation  of
            diluted  earnings  (loss)  per  share  does not  assume  conversion,
            exercise,  or contingent  issuance of securities  that would have an
            antidilutive effect on earnings (loss) per share.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

      The accompanying  balance sheets includes assets of $3,435,000 relating to
      the  Company's  majority  owned  subsidiary  in Nugent  sue Oise,  France.
      Although  France is  politically  and  economically  stable,  it is always
      possible that unanticipated  events in foreign countries could disrupt the
      Company's operations.

NOTE 3- INCOME TAXES

      Deferred  income taxes arise from  temporary  differences  resulting  from
      income  and  expense  items  reported  for  financial  accounting  and tax
      purposes in different periods. Deferred taxes are classified as current or
      noncurrent,  depending on the classification of the assets and liabilities
      to which they relate.  Deferred taxes arising from  temporary  differences
      that are not related to an asset or liability are classified as current or
      noncurrent depending on the periods in which the temporary differences are
      expected to reverse.  In addition  deferred taxes are also recognized from
      operating  losses that are  available to offset  future  federal and state
      income taxes.

      The deferred tax assets are attributable to net operating losses.

      Deferred taxes consist of the following:
         Total deferred tax assets, non current               $ 3,420,000
         Total valuation allowance                             (3,420,000)
                                                              -----------
         Net deferred tax assets                              $        --
                                                              ===========

      During 2004 and 2003 the  valuation  allowance  increased  $1,500,000  and
$920,000, respectively.


                                      -32-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 3 - INCOME TAXES, Continued

      The  reconciliation  of income tax computed at the U.S. Federal  statutory
      rates to income tax expense is as follows:

                                                               December 31,
                                                             ---------------
                                                             2002       2000
                                                             ----        ---
        Tax at US statutory rate                              34%       34 %
        State income taxes, net of federal benefit             6%       6 %
        Foreign taxes                                         --        (21)%
        Other reconciling items and valuation allowance      (40)%      (19)%
                                                             ---        ---
      Income tax provision                                     0%        (0)%
                                                             ===        ===

      As  of  December  31,  2004,  the  Company  has  approximately  $8,700,000
      available net  operating  loss  carryforwards  which may be used to reduce
      Federal and State taxable income and tax liabilities in future years.  The
      net operating loss carryforward expires in 2023.

NOTE 4 - DEPOSIT

      The deposit at  December  31, 2004  represent  a  downpayment  towards the
      acquisition  of a fleet of  tractor-trailers.  The  transaction  closed on
      February 1, 2005 and  required an  additional  $800,000 to be paid and the
      assumption of capital leases.

NOTE 5 - STOCKHOLDERS' EQUITY

      Stock and Stock Option Plan

            On November 15, 2000,  the Company  adopted its 2000 Stock and Stock
            Option Plan (the "Plan").  The Plan provides that certain options to
            purchase the Company's common stock granted  thereunder are intended
            to qualify  as  "incentive  stock  options"  within  the  meaning of
            Section  422A of the United  States  Internal  Revenue Code of 1986,
            while non-qualified  options may also be granted under the Plan. The
            initial plan provides for  authorization of up to 2,000,000  shares.
            The option price per share of stock  purchasable  under an Incentive
            Stock Option shall be  determined at the time of grant but shall not
            be less  than  100% of the Fair  Market  Value of the  stock on such
            date,  or, in the case of a 10%  Stockholder,  the option  price per
            share  shall be no less  than 110% of the Fair  Market  Value of the
            stock on the date an  Incentive  Stock Option is granted to such 10%
            Stockholder.

      Qualified and Non-Qualified Shares Under Option as of December 31, 2004

                                                        Weighted
                                                        Average
                                                        Option
                                             Options     Price
                                             -------     -----
      Outstanding, January 1, 2003            $  --      $1.75
      Granted during the year                    --         --
      Canceled during the year                   --       1.75
      Exercised during the year                  --         --
                                              -----      -----
      Outstanding, December 31, 2003          $  --      $  --
                                                         -----
      Eligible for exercise, end of year      $  --      $  --
                                              -----      -----

      At December  31,  2004,  there were  812,500  shares  reserved  for future
grants.


                                      -33-
<PAGE>

                      Global Concepts, Ltd and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY, Continued

      The Company follows Accounting Principles Board Opinion 25, Accounting for
      Stock  Issued to  Employees,  to account  for its stock  option  plan.  An
      alternative method of accounting for stock options is SFAS 123, Accounting
      for Stock-Based  Compensation.  Under SFAS 123, employee stock options are
      valued at grant date using the  Black-Scholes  valuation  model,  and this
      compensation  cost is  recognized  ratably  over the vesting  period.  Had
      compensation  cost for the Company's  stock option plan been determined as
      prescribed  by SFAS 123,  there would have been no effect on the pro forma
      income statements for 2004 and 2003.

      For stock transactions with other than employees,  the Company adopted the
      provisions of Statement of Financial  Accounting Standards (SFAS) No. 123,
      "Accounting  for  Stock  Based  Compensation".  Accordingly,  compensation
      expense of $0 has been  recognized  for stock options and warrants  during
      2004 and 2003.

NOTE 6 - ACQUISITIONS

      During 2004, the Company acquired three businesses for stock, cash and the
      assumption of liabilities aggregating $5,064,000.  The businesses acquired
      were (1) a 100% interest in Advanced Medical Diagnostics,  LLC, ("AMD"), a
      development  stage  enterprise  which  is  developing  and  marketing  the
      "Advanced  Medical  Diagnostics HIV (1 & 2) Rapit Test", a diagnostic kit,
      which permits an individual to test himself for the HIV virus and obtain a
      result in 15 minutes  with a 99.4%  accuracy.  (2) An 80%  interest in J&J
      Marketing,  LLC,  ("J&J"),  a producer and marketer of a line of skin care
      products  under the trademark  "Savage  Beauty," and (3) a 60% interest in
      Compagnie  Logistique  de  Transports   Automobiles   ("CLTA"),  a  French
      corporation in the business of warehousing and completing the final dealer
      preparation work for automobile  manufactures,  Peugeot and Citroen.  CLTA
      also performs brake installation and testing of new vehicles for Peugeot.

      All of the acquisitions  have been accounted for using the purchase method
      of accounting for business combinations and, accordingly, their results of
      operations  have been included in the  consolidated  financial  statements
      since their respective dates of acquisition.

      The  acquisition  of AMD occurred on June 1, 2004.  Under the terms of the
      acquisition  agreement,  the Company  issued  100,000 shares of its common
      stock in exchange  for 100% of the interest in AMD. The shares were valued
      at $9,000, their fair market value on the date of the agreement.  76.5% of
      the  membership  interest in AMD was acquired  from the three  officers of
      AMD. The remaining 23.5% was acquired from the Margolies Family Trust. The
      trustee of the  Margolies  Family Trust is the wife of Michael  Margolies.
      Michael  Margolies  was the  Chairman and Chief  Executive  Officer of the
      Company as of the date of the acquisition.  Additionally,  pursuant to the
      acquisition  agreement,  the Company issued 50,000 common shares under the
      Company's 2004 Equity Incentive Plan to the officers of AMD.

      The acquisition of J&J occurred on October 1, 2004. Under the terms of the
      acquisition  agreement,  the Company  issued  100,000 common shares to the
      members of J&J in  exchange  for an 80%  ownership  interest  in J&J.  The
      shares were valued at $6,000,  which represents their fair market value on
      the date of the agreement. In connection with the acquisition, the Company
      granted to the sellers an option to  purchase  the  Company's  interest in
      J&J. The option may be exercised only in the event of a liquidity event. A
      liquidity event is defined in the acquisition  agreement as 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 of 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  expired on May 15,
      2005.


                                      -34-
<PAGE>

                      Global Concepts, Ltd and Subsidiaries
     Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 6 - ACQUISITIONS, Continued

      The  acquisition  of CLTA  occurred on October 1, 2004.  The Company  paid
      $500,000 for 60% of the outstanding  shares of CLTA. This  acquisition was
      primarily  financed  through a loan  from a  shareholder,  which  bears no
      interest and is due on demand. Pursuant to the acquisition agreement,  the
      Company is required to loan  $500,000 to CLTA if needed and agreed upon by
      the Board of Directors by December 31, 2004.  As of December 31, 2004,  no
      such loans was made. Further, the Company has agreed to serve as guarantor
      on the lease of ten  trucks/trailers  needed by CLTA to fulfill a contract
      with one of its customers.  As a result of the execution of the agreement,
      a new Board of Directors of CLTA was elected,  consisting of five persons,
      three of which were  appointed by the Company and the  remaining two seats
      being occupied by the two minority shareholders of CLTA.

      The preliminary  allocation of the purchase prices resulted in goodwill of
      $1,432,000.  The Company has not yet obtained all information  required to
      complete the purchase price allocation related to these acquisitions.  The
      final allocation will be completed in 2005.

      The  following is an allocation  showing the estimated  fair values of the
      assets  acquired  and  the  liabilities  assumed  as of the  dates  of the
      acquisitions:

<TABLE>
<CAPTION>
                                                     AMD               J&J               CLTA
                                                 -----------       -----------       -----------
<S>                                              <C>               <C>               <C>
      Cash                                       $        --       $     1,000       $   306,000
      Accounts receivable                                 --             4,000         2,869,000
      Inventory                                           --             9,000                --
      Other assets                                        --                --           312,000
      Fixed assets                                        --                --           131,000
      Goodwill arising from the acquisition           23,000            17,000         1,392,000
      Accounts payable and accrued expenses          (14,000)          (25,000)       (4,510,000)
                                                 -----------       -----------       -----------
      Consideration paid                         $     9,000       $     6,000       $   500,000
                                                 ===========       ===========       ===========
</TABLE>

      The following pro forma  information is based on the  assumption  that the
      acquisition took place as of January 1, 2003:

<TABLE>
<CAPTION>
                                                 For the Year Ended December 31,
                                                  ---------------------------
                                                      2004           2003
                                                  ------------   ------------
<S>                                               <C>            <C>
      Net Sales                                   $ 16,785,000   $  5,743,000
                                                  ============   ============

      Loss Before Discontinued Operations         $ (4,832,000)  $ (3,082,000)
                                                  ============   ============

      Net Loss                                    $ (4,832,000)  $ (3,082,000)
                                                  ============   ============

      Loss Per Share From Continuing Operations   $      (0.09)  $      (0.08)
                                                  ============   ============
</TABLE>

NOTE 7 - DISCONTINUED OPERATIONS

      In 2003 the Company ceased its intermodal trucking  operations.  Net sales
of this division was $1,693,203 in 2003.


                                      -35-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
     Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 8 - EMPLOYMENT AND CONSULTANT AGREEMENTS

      The  Company  has an  employment  agreement  with  its  principal  officer
      expiring  April 2007.  This  agreement  provides for minimum  compensation
      levels and for incentive bonuses which are payable if specified management
      goals are attained. The Company did not meet its goals in 2004. Subsequent
      to December 31, 2004, this employment  agreement has been terminated.  See
      Subsequent Event Note.

NOTE 9 - CONCENTRATIONS OF CREDIT RISK

      Financial   instruments   that   potentially   subject   the   Company  to
      concentrations of credit risk consist principally of non-interest  bearing
      cash deposit and accounts receivable.

      At times  throughout  the year,  the Company  may  maintain  certain  bank
      accounts in excess of FDIC insured limits.

      The Company provides credit in the normal course of business.  The Company
      performs  ongoing  credit  evaluations  of  its  customers  and  maintains
      allowances for doubtful  accounts based on factors  surrounding the credit
      risk of specific customers, historical trends, and other information.

NOTE 10 - STANDBY EQUITY DISTRIBUTION AGREEMENT

      During  2004,  the  Company  was  party to a Standby  Equity  Distribution
      Agreement  ("SEDA") with Cornell  Capital  Partners,  LP.  Pursuant to the
      SEDA,  the Company was  entitled  to "put"  shares of its common  stock to
      Cornell Capital  Partners at 98% of the market price,  defined in the SEDA
      as the  lowest  daily  volume  weighted  average  price  during  the  five
      consecutive trading days after an advance is made by the Company.  Cornell
      Capital  Partners was required by the SEDA to pay each advance demanded by
      the  Company,  unless (a) there is no  prospectus  available  for  Cornell
      Capital  Partners to use in re-selling the shares,  (b) the purchase would
      result in  Cornell  Capital  Partners  owning  over 9.9% of the  Company's
      outstanding shares or (c) the  representations  made by the Company in the
      SEDA  proved to be untrue.  No  advances  were made under the SEDA  during
      2004. Subsequent to December 31, 2004, the SEDA agreement was terminated.

NOTE 11 - NOTE PAYABLE

      During 2004, a shareholder loaned the Company $428,000.  The proceeds from
      the loan were used to  partially  finance  the  acquisition  of  Compagnie
      Logistique  de  Transports  Automobiles  made by the Company on October 1,
      2005. The loan is due on demand and bears no interest.

NOTE 12 - LOAN PAYABLE

      The loan payable of $2,499,000  from a family trust,  of which the wife of
      the chairman of the Company is the trustee.  The loan is unsecured with no
      specific repayment terms.  Subsequent to the year ended December 31, 2004,
      the  Company  converted  this  loan  into  a  convertible  debenture.  See
      Subsequent Event Note.


                                      -36-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
     Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 13 - LITIGATION

      The Company, several related companies, its chairman and certain employees
      are defendants in a lawsuit filed by an alleged acquisition  candidate for
      alleged  breach of contract.  The complaint does not specify an amount for
      damages.  The Company  believes the suit is  completely  without merit and
      intends to vigorously defend its position.

      The Company,  several related companies, its chairman and its subsidiaries
      are  defendants in a lawsuit filed by one of its former  vendors.  At this
      stage in the proceedings, the probable outcome is unknown. The Company has
      a counter claim based upon defective  services provided by the vendor. The
      Company  believes the  settlement  of the lawsuit will not exceed  amounts
      already recorded in the financial statements.

      The Company and its  subsidiaries  are defendants in lawsuits filed by its
      former  vendors.  The Company has  judgements  filed against  them.  These
      judgements  that  amounted to $61,000 are included in net  liabilities  of
      discontinued operations.

NOTE 14 - CONVERTIBLE DEBENTURES

      On  November  16,  2004,  the  Company  issued  two  $200,000  convertible
      debentures to Cornell Capital Partners,  LP in exchange for $400,000.  The
      debentures  bear  interest at the rate of 5% per annum with the  principal
      and interest due November 16, 2006.  At the Company's  option,  the entire
      principal  amount and all accrued  interest  may be  converted  on the due
      date.  Cornell Capital  Partners has the option to convert all or any part
      of the  principal and accrued  interest at any time.  The debenture may be
      converted into shares of the Company's common stock at the price per share
      equal to the lesser of (a) and  amount  equal to 120% of the  closing  bid
      price of the common stock on November 16, 2004,  or (b) an amount equal to
      80% of the lowest closing bid price of the Company's  common stock for the
      five trading days  immediately  preceding the date of  conversion.  As the
      convertible  debentures may be converted into common stock at the lower of
      a fixed  rate at the  commitment  date or a fixed  discount  to the market
      price of the underlying  common stock at the conversion  date, the Company
      has recognized a beneficial  conversion  feature.  The Company  recorded a
      charge due to the beneficial  conversion feature of $156,000 in accordance
      with EITF Issue No. 98-5,  "Accounting  for  Convertible  Securities  with
      Beneficial  Conversion  Features  or  Contingently  Adjustable  Conversion
      Instruments".  The value of the beneficial conversion feature was measured
      using the intrinsic value and was being amortized to interest expense over
      the life of the  convertible  debenture.  On January 6, 2005,  the Company
      converted  the debenture  into a promissory  note.  Consequently,  on that
      date, the remaining amount of the unamortized discount has been charged to
      interest expense.

      On June 14, 2001, the Company issued a convertible  debenture for $200,000
      which bears interest at the rate of 20% per annum and is due one year from
      the date of issue.  In  accordance  with the  agreement  the  debenture is
      convertible  into common stock of the Company at a conversion rate of $.75
      from the date of issuance  through  September  30,  2001.  The  conversion
      period has been extended. In addition,  the debenture includes warrants to
      purchase  20,000  shares of common stock at $1.50 that expired on June 30,
      2003.  Included in accounts payable is $80,000 of accrued interest on this
      debenture.  The  convertible  debenture are in default and were settled in
      April 2005.


                                      -37-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 15 - RESTRICTED STOCK GRANT PROGRAM

      On May 28, 2002 the Company granted  10,000,000 shares of its common stock
      to  Michael  Margolies,  its  Chief  Executive  Officer,  pursuant  to the
      Company's  Restricted  Stock  Grant  Program  (the  "Program").  The grant
      represented the entirety of the 10,000,000 shares included in the Program.
      The  shares  issued  under  the  Program  are  subject  to  the  following
      restrictions:

      1.    After this fiscal year and each of the  following  four fiscal years
            (2002  through 2006)  one-fifth of the shares  granted (the "At-Risk
            Shares") will be forfeited if the Company's  revenue during the year
            does not exceed the following thresholds:

             2004 - $ 8,000,000
             2005 - $10,000,000
             2006 - $12,000,000

      During  the  year  ended   December  31,  2004,  the  Company  lifted  the
      restrictions on stock grant.

NOTE 16 - SUBSEQUENT EVENTS

      Joint Management Agreement

            On  March  7,  2005  the  Company  entered  into a joint  management
            agreement  with  Headliners   Entertainment   Group,  Inc.,  Eduardo
            Rodriguez,  Michael  Margolies,  the Rodriguez  Family Trust and the
            Margolies Family Trust.  Headliners  Entertainment  Group, Inc. is a
            publicly  traded  company of which  Eduardo  Rodriguez  is the Chief
            Executive  Officer.  The joint management  agreement  terminated the
            consulting  agreements  previously  entered into with the  Rodriguez
            Family Trust and Eduardo Rodriguez.

            Per the joint management  agreement,  the Rodriguez Family Trust and
            the Margolies  Family Trust organized a limited  liability  company.
            The trusts,  as well as Rodriguez  and  Margolies,  will  contribute
            their  shares of the  Company to the trust on August 15,  2005.  The
            Company will pay a fee of $5,000 per month to the limited  liability
            company in compensation for the services of Rodriguez and Margolies.
            Also, the Company entered into a ten year employment  agreement with
            Rodriguez,  a ten year advisory agreement with Margolies,  Margolies
            resigned from his position as Chairman and Chief  Executive  Officer
            and  Margolies  and  Rodriguez  agreed  to serve as  members  of the
            Company's Board of Directors.

            The Company's  employment  agreement with Rodriguez provides that he
            will serve as  Chairman  and Chief  Executive  Officer for an annual
            compensation  of $100,000.  The employment  agreement  terminates on
            January 31, 2015.

            The Company's  advisory  agreement with  Margolies  provides that he
            will  consult with the Board of  Directors  and the Chief  Executive
            Officer on  matters of  business  development,  investor  relations,
            public  relations  and finance.  The Company will pay  Margolies and
            annual fee of $100,000  for his  services.  The  advisory  agreement
            terminates on January 31, 2015.

            Also,  pursuant to the  agreement,  the Company  issued a $2,499,000
            convertible  debenture to the Margolies  Family Trust to satisfy the
            Company's  debt to the  Margolies  Family  Trust as of December  31,
            2004. The debenture is convertible  into common stock at the average
            of the closing bid prices for the five  trading days  preceding  the
            conversion,  except that the conversion  will be limited to 2.77% of
            the principal  amount of the debenture per month. The debenture will
            bear interest at 6% per month.


                                      -38-
<PAGE>

                     Global Concepts, Ltd. and Subsidiaries
    (Formerly Known as Transportation Logistics Int'l Inc. and Subsidiaries)
                 Notes to the Consolidated Financial Statements

NOTE 16 - SUBSEQUENT EVENTS (Continued)

      Promissory Note

            On January 26, 2005 the Company issued a $1,500,000  promissory note
            to Cornell  Capital  Partners  in  exchange  for  $500,000  cash and
            retirement  of  $400,000 in prior debt.  The  promissory  note bears
            interest  at the  rate  of 12%  per  annum  with  monthly  principal
            payments of $250,000  plus  accrued  interest to be paid  commencing
            August 26, 2005 through January 26, 2006.

      Note Payable

            In  March  of 2005,  the  Company  borrowed  $400,000  from  another
            publicly  traded  entity whose Chief  Executive  Officer is also the
            Chief  Executive  Officer of Global  Concepts,  LTD.  The note bears
            interest at the rate of 10% per annum. The interest is to be paid on
            the first day of each month,  commencing  April 1, 2005. The note is
            to be repaid in eleven monthly  installments  of $33,000  commencing
            June 1, 2006.


                                      -39-
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              Global Concepts, Ltd.


                              By: /s/ Eduardo Rodriguez
                                  ------------------------------------------
                                  Eduardo Rodriguez, Chief Executive Officer

In  accordance  with the Exchange  Act, this Report has been signed below on May
19,  2005 by the  following  persons,  on  behalf of the  Registrant  and in the
capacities and on the dates indicated.


/s/ Eduardo Rodriguez      Chief Executive Officer, Chief Financial Officer,
------------------------   Chief Accounting Officer
    Eduardo Rodriguez

/s/ Michael Margolies      Director
------------------------
    Michael Margolies


                           Director
------------------------
    Stanley Chason
                                    * * * * *