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, 2003.
                     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

                     TRANSPORTATION LOGISTICS INT'L, INC.
           ------------------------------------------------------
           (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)

               136 Freeway Drive East, East Orange, NJ 07018
               ---------------------------------------------
                 (Address of principal executive offices)


     Registrant's Telephone Number, including Area Code: 973-266-7020

     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  [ ]

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-K or any
amendment to this Form 10-K. [ ]

      State the issuer's revenues for its most recent fiscal year: $65,533

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, no par value,
  held by non-affiliates as of April 8, 2004 was $157,707

As of April 8, 2004, the number of shares outstanding of the Registrant's
common stock was 41,548,338 shares, no par value.

Transitional Small Business Disclosure Format:    Yes [ ]   No  [X]

                 DOCUMENTS INCORPORATED BY REFERENCE: None



             FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

    This Report contains certain forward-looking statements regarding
Transportation Logistics, 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 from the results
suggested in this Report.  Among the more significant risks are:

    *  the fact that Transportation Logistics has no assets and a large
       amount of debt, which may prevent it from acquiring an operating
       company.

    Because these and other risks may cause the Company's actual results
to differ from those anticipated by Management, the reader should not place
undue reliance on any forward-looking statements that appear in this Report.
Readers should also take note that Transportation Logistics will not
necessarily make any public announcement of changes affecting these forward-
looking statements, which should be considered accurate on this date only.

                                   PART 1

Item 1.  BUSINESS

    Transportation Logistics Int'l Inc. is a transportation logistics
management company.  Prior to 2003 we were engaged in a variety of transpor-
tation and transportation-related activities.  During 2003 we terminated all of
our operations.

    We are now engaged in looking for one or more operating businesses to
acquire.  Our priority would be to acquire businesses engaged in
transportation-related activities, to which we could apply our expertise.

Employees

    The Company has no employees.

Item 2.  PROPERTIES

    Transportation Logistics does not own any real property.  Its offices
are located at the Company's headquarters in East Orange, which we lease on an
at will basis.

Item 3.  LEGAL PROCEEDINGS

    In December 2001 Transportation Logistics commenced action in the United
States District Court for the District of New Jersey against Columbine
Financial Solutions, Inc. and Lawrence G. Alpert.  The action alleges that the
defendants breached a contract to purchase 1,200,000 shares of our common
stock for $600,000.  Since the defendants did pay a total of $214,000,
$386,000 in damages are alleged.  The defendants have answered the complaint.
Discovery proceedings are taking place.

    In April 2002 Transportation Logistics commenced action in the United
States District Court for the District of New Jersey against Rewico Investment
Limited, a U.K. corporation, and Rewico International GMBH.  The action
alleges that the defendants defrauded Transportation Logistics in connection
with its acquisition of the U.S. operations of Rewico in 2000. $546,000 in
damages are alleged, and rescission of the issuance of 2,487,432 shares of
Transportation Logistics common stock is demanded.  The defendants have not
yet answered the complaint.

    Michael Seeley, the holder of a Convertible Debenture issued by the
Company in the principal amount of $200,000, commenced action in the District
Court for the City and County of Denver, State of Colorado, against the
Company.  The action alleges that the Company has defaulted in payment of the
principal and $40,000 in interest accrued on the debenture.  During 2003 Mr.
Seeley obtained a judgment against the Company for $240,000.

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

    None

                                  PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    (a) Market Information

    Our common stock is listed for quotation on the OTC Bulletin Board under
the trading symbol "TRPL."  The following table sets forth the bid prices
quoted for our common stock on the OTC Bulletin Board during the last two
years.




                                        Bid
Period:                           High      Low
------------------------------------------------------
Jan. 1, 2002 - Mar. 31, 2002     $  .22    $  .06
Apr. 1, 2002 - June 30, 2002     $  .13    $  .05
July 1, 2002 - Sep. 30, 2002     $  .06    $  .02
Oct. 1, 2002 - Dec. 31, 2002     $  .04    $  .01

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


    (b) Shareholders

    Our shareholders list contains the names of 99 registered shareholders
of record.  The number of beneficial shareholders who hold their shares in
street name is much greater and cannot be determined at this time.

    (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

    The Company did not sell any securities during 2003 that were not
registered under the Securities Act of 1933.

    (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 2003.

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

Results of Operations

    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 2003 the
Company recorded a $1,620,260 "loss from discontinued operations of
subsidiary."

    The only revenue recorded by the Company for 2003 was $65,533 that it
was paid for consulting services rendered.  At the present time the Company
has no business operations.  The Company intends to negotiate for one or more
acquisitions of operating companies in the field of transportation and
logistics.  Any such acquisition, however, will involve the issuance of a
large number of shares of capital stock.  Moreover it is unlikely that the
Company will be able to achieve any acquisition unless management is able to
negotiate compromises with the Company's principal creditors.

Liquidity and Capital Resources

    The Company has no operating assets and $2,718,525 in net liabilities.
The Company will be unable to satisfy its liabilities unless its creditors
agree to compromise their claims in connection with the Company's acquisition
of an operating business.

Item 7.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    None.

Item 8.  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 8A.  CONTROLS AND PROCEDURES

    Michael Margolies, our Chief Executive Officer and Chief Financial Officer,
performed an evaluation of the Company's disclosure controls and procedures as
of December 31, 2003.  Based on his evaluation, he concluded that the controls
and procedures in place are sufficient to assure that material information
concerning the Company which could affect the disclosures in the Company's
quarterly and annual reports is made known to him by the other officers and
employees of the Company, and that the communications occur with promptness
sufficient to assure the inclusion of the information in the then-current
report.

    There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent
to the date on which Mr. Margolies performed his evaluation.

                                 PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    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
Name                   Age     Position with the Company     Since
------------------------------------------------------------------------------
Michael Margolies      76      Chairman, Chief Executive     2000
                                Officer, Chief Financial
                                Officer,  Secretary
Stanley Chason         75      Director                      2001

    Michael Margolies founded our operating company in 1998.  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, etc.).   Mr. Margolies
left USTS in 1998 when it was sold to Precept Business Services, Inc. for
approximately $43 million.  He then organized Transportation Logistics in
order to apply, in a non-asset-based environment, the skills in organization
and consolidation of transportation services that he developed at USTS.

    Stanley Chason became a director of Transportation Logistics 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

    The Board of Directors does not have an audit committee financial
expert.  The Board of Directors has not attempted to recruit an audit committee
financial expert because the Company does not have any business operations.

    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 officers, directors or 10% shareholders of the Company
failed to file on a timely basis reports required during 2003 under 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 2003.  There was no other officer
whose salary and bonus for services rendered during the year ended December
31, 2003 exceeded $100,000.




                           Compensation
                           Year  Salary    Stock Grant
                           ---------------------------
     Michael Margolies     2003   $ 0
                           2002   $ 0         (1)
                           2001   $ 0
________________________


(1)  Mr. Margolies received a restricted stock grant of 10,000,000 shares
during 2002.  The terms of the grant are described below.

    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 repre
sented 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 2002 and each of the following four fiscal years (2003 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:

         2002  - $  4,000,000
         2003  - $  6,000,000
         2004  - $  8,000,000
         2005  - $ 10,000,000
         2006  - $ 12,000,000

    2.  All of the restricted shares shall be forfeited if Mr. Margolies'
employment by the Company terminates prior to the date the restrictions lapse.

    3.  The shares granted under the Program cannot be sold, assigned,
pledged, transferred or hypothecated in any manner, by operation of law or
otherwise, other than by writ or the laws of descent and distribution, and
shall not be subject to execution, attachment or similar process.  These
restrictions will lapse with respect to any At-Risk Shares that are not
forfeited as described above.  In addition, the restrictions will lapse with
respect to all unforfeited shares if in any year the Company's revenue exceeds
$12,000,000.

    4.  The restrictions shall also lapse as to all restricted shares on the
first to occur of (i) the termination of Mr. Margolies' employment with the
Company by reason of his disability, (ii) Mr. Margolies' death, (iii) termina
tion of Mr. Margolies'employment by the Company without good reason, or (iv) a
change of control of the Company.  The Program defines "Change of Control" as
an acquisition by a person or group of more than 50% of the Company's out
standing shares, a transfer of the Company's property to an entity of which
the Company does not own at least 50%, or the election of directors constitut
ing a majority of the Board who have not been approved by the existing Board.

    On May 1, 2004 Mr. Margolies will forfeit 2,000,000 of the At-Risk
Shares due to the Company's failure to achieve the revenue threshold for 2003.

    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:

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

    *  each officer named in the Executive Compensation table above.

    *  each of our directors; and

    *  all directors and executive officers as a group.

    There are 41,548,338 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.






                         Amount and
                         Nature of
Name and Address         Beneficial        Percentage
of Beneficial Owner (1)  Ownership (2)     of Class
---------------------------------------------------------------------
Michael Margolies        21,834,939(3)     52.6%

Stanley Chason                2,500         0.1%

All Officers and
 Directors As a
 Group (2 persons)       21,837,439        52.5%

Rewico Investment
 Limited                  2,487,432         6.0%
City House
9, Cranbrook Road
Ilford, Essex UK IG14EA

____________________________________

(1)  Except as noted, the address of all shareholders is c/o Transportation
     Logistics Int'l, Inc., 136 Freeway Drive East,  East Orange, NJ 07018
(2)  All shares are owned of record unless otherwise indicated
(3)  Includes 2,618,350 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 Mr. Margolies' spouse and children.
     Also includes 10,000,000 shares which are subject to the terms of the
     Restricted Stock Grant Program.  2,000,000 of those shares will be
     forfeited on May 1, 2004.

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, 2003.                         Weighted        Number of
                                              average         securities
                            Number of         exercise        remaining
                            securities        price of        available for
                            to be issued      outstanding     future issuance
                            upon exercise     options,        under equity
                            of outstanding    warrants        compensation
                            options           and rights      plans

-----------------------------------------------------------------------------
Equity compensation plans
 approved by security
 holders..................          0               --               0

Equity compensation plans
 not approved by security
 holders*.................          0               --         812,500
                            ------------------------------------------

 Total....................          0               --         812,500
                            ==========================================


*  Our Board of Directors has adopted three equity compensation plans without
   shareholder approval.  The three plans are identical in their material
   terms.  They permit the Board to award to employees, directors or
   consultants (other than consultants whose services to Transportation
   Logistics are related to capital-raising transactions) stock, restricted
   stock, stock options or performance shares.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    From time to time, Transportation Logistics has borrowed money from the
Margolies Family Trust.  The trustee of the Margolies Family Trust is the wife
of our Chairman, and the beneficiaries of the Trust are his wife and children.
The balance due from Transportation Logistics to the Trust at December 31,
2003 was $1,020,210.  The loan does not bear interest.  Although there is no
agreement as to when the loan will be repaid, the Trust has waived payment
until after 2004.  Accordingly, the loan is classified as a "long-term
liability" on our balance sheet.

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

    (a) Financial Statements

Report of Independent Auditors                     F-1

Consolidated Balance Sheets                        F-2
Consolidated Statements of Operations              F-3
Consolidates Statements of Comprehensive Income    F-4
Consolidated Statements of Shareholders' Equity    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 2002 Stock and Stock Option Plan - filed as an exhibit to the
     Registration Statement on Form S-8 (333-81232) and incorporated herein
     by reference.

10-b 2002 Stock Incentive Plan - filed as an exhibit to the Registration
     Statement on Form S-8 (333-84750) and incorporated herein by reference.

21   Subsidiaries -  Transportation Logistics Int'l, Inc., a New York
                      corporation
                     Xcalibur Express, Inc.

31   Rule 13a-14(a) Certification

32   Rule 13a-14(b) Certification


    (c) Reports on Form 8-K

    None

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

    Audit Fees

    Rosenberg Rich Baker Berman & Company billed $14,295 to the Company
for professional services rendered for the audit of our 2003 financial
statements and review of the financial statements included in our reports on
Form 10-QSB for the first three quarters of 2003.

    Audit-Related Fees

    Rosenberg Rich Baker Berman & Company billed $0 to the Company in
2003 for assurance and related services that are reasonably related to the
performance of the 2003 audit or review of the quarterly financial statements.

    Tax Fees

    Rosenberg Rich Baker Berman & Company billed $0 to the Company
in 2003 for professional services rendered for tax compliance, tax advice and
tax planning.

    All Other Fees

    Rosenberg Rich Baker Berman & Company billed $0 to the Company in 2003
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.




                          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



Rosenberg Rich Baker Berman & Company



           Transportation Logistics Int'l Inc. and Subsidiaries
                        Consolidated Balance Sheet
                            December 31, 2003




    Assets

      Cash                                      $     1,564
                                                 ----------

      Total Assets                              $     1,564
                                                 ==========


    Liabilities and Stockholders' Equity

      Current Liabilities
       Accounts payable and accrued expenses        132,388
       Convertible debenture (NOTE 10)              200,000
       Net liabilities of discontinued
        operations (NOTE 4)                       1,365,927
                                                 ----------
      Total Current Liabilities                   1,698,315

      Loan payable (NOTE 8)                       1,020,210
                                                 ----------

      Total Liabilities                           2,718,525
                                                 ----------

    Commitments and Contingencies (NOTE 9)                -

    Stockholders' Equity
      Preferred stock, $.01 par value;
       5,000,000 shares authorized, and 0
       shares issued and outstanding                      -
      Common stock, no par value;
       50,000,000 shares authorized,
       40,631,990 shares issued and
       40,396,338 shares outstanding              3,659,492
      Additional paid-in capital -
       stock options (NOTE 3)                        36,748
      Retained earnings (deficit)                (5,430,664)
      Consulting services to be provided
       (NOTE 7)                                    (460,000)
      Less:  treasury stock, 235,652 shares
       at cost                                     (522,537)
                                                 ----------
    Total Stockholders' Equity                   (2,716,961)
                                                 ----------
    Total Liabilities and Stockholders' Equity  $     1,564
                                                 ==========




See notes to the consolidated financial statements.


            Transportation Logistics Int'l Inc. and Subsidiaries
                   Consolidated Statements of Operations


                                                    Year Ended December 31,
                                                      2003         2002
                                                    -----------------------
                                                                (Restated)

Operating Revenues (NOTES 1 and 4)                 $    65,533   $       -

Direct Operating Expenses                                    -           -
                                                    ----------    --------
Gross Profit                                            65,533           -
                                                    ----------    --------

Operating Expenses
 Selling, general and administrative                   138,489      50,150
 Stock based compensation (NOTE 7)                     635,500     302,700
                                                    ----------    --------
 Total Operating Expenses                              773,989     352,850
                                                    ----------    --------

(Loss) Before Income Taxes                            (708,456)   (352,850)
(Provision) Benefit for Income Taxes (NOTE 2)                -           -
                                                    ----------    --------
(Loss) Before Discontinued Operations                 (708,456)   (352,850)

Discontinued Operations (NOTE 4)
   Loss from discontinued operations of subsidiary
    (net of tax effect of $0)                       (1,620,260)   (407,201)
                                                    ----------    --------
Net (Loss)                                         $(2,328,716)  $(760,051)
                                                    ==========    ========

Earnings (Loss) Per Share (NOTE 1)
 (Loss) from continuing operations                 $     (0.02)  $   (0.01)
 (Loss) from discontinued operations                     (0.04)      (0.01)
                                                    ----------    --------
 Basic and diluted earnings (loss) per share       $     (0.06)  $   (0.02)
                                                    ==========    ========

Weighted Average Number of Common Shares
 Outstanding (Restated)
 Basic                                              40,396,338  34,374,627
                                                    ==========  ==========

 Diluted                                            40,396,338  34,374,627
                                                    ==========  ==========






See notes to the consolidated financial statements.


            Transportation Logistics Int'l Inc. and Subsidiaries
              Consolidated Statements of Comprehensive Income



                                                    Year Ended December 31,
                                                      2003           2002
                                                   --------------------------
Net (Loss)                                        $(2,328,716)  $  (760,051)

Other Comprehensive Income
 Foreign Currency Translation Adjustment                    -        54,706
                                                   ----------    ----------
Other Comprehensive (Loss) Income Before Tax                -        54,706

Income Tax Expense Related to Other
 Comprehensive Income                                       -             -
                                                   ----------    ----------
Other Comprehensive (Loss) Income Net of Tax                -        54,706
                                                   ----------    ----------
Comprehensive (Loss)                              $(2,328,716)  $  (705,345)
                                                   ==========    ==========






See notes to the consolidated financial statements.


             Transportation Logistics Int'l Inc. and Subsidiaries
               Consolidated Statement of Shareholders' Equity
                   Years Ended December 31, 2003 and 2002


<TABLE>
                                                                                                 Additional
                                                                         Accumulted              Paid-in    Consulting
                    Preferred Stock     Common Stock                     Other                   Capital -  Services
                    --------------- ----------------------  Retained     Comprehensive Treasury  Stock      to be
                     Shares  Amount   Shares      Amount    Earnings     Income        Stock     Options    Provided      Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>      <C>        <C>        <C>       <C>          <C>           <C>       <C>        <C>           <C>

Balance December
 31, 2001                - $   -    22,227,205 $ 2,261,292  $(2,341,897) $  (54,706)  $ (456,675) $36,748 $        -  $  (555,238)
                    --------------------------------------------------------------------------------------------------------------

Foreign currency
 translation             -     -             -           -            -      54,706            -        -          -       54,706

Issuance of common
 stock for consulting
 services                -     -     9,110,000     798,200            -           -            -        -   (798,200)           -

Shares issued for other
 compensation            -     -    10,000,000     600,000            -           -            -        -   (600,000)           -

Shares surrendered in
 connection with sale
 of TLI (UK)             -     -      (940,867)          -            -           -      (65,862)       -          -      (65,862)

Net loss for the years
 ended December 31, 2002 -     -             -           -     (760,051)          -            -        -          -     (760,051)

Amortization of prepaid
 consulting services     -     -             -           -            -           -            -        -    302,700      302,700
                       ----------------------------------------------------------------------------------------------------------
Balance December
 31, 2002                -     -    40,396,338   3,659,492   (3,101,948)          -     (522,537)  36,748 (1,095,500)  (1,023,745)

Net loss for the year
 ended December
 31, 2003                -     -             -           -   (2,328,716)          -            -        -          -   (2,328,716)

Amortization of
 prepaid consulting
 services                -     -             -           -            -           -            -        -    635,500      635,500
                       -----------------------------------------------------------------------------------------------------------
Balance December
 31, 2003                -  $  -    40,396,338 $ 3,659,492  $(5,430,664)   $      -   $ (522,537) $36,748 $ (460,000) $(2,716,961)
                       ===========================================================================================================


</TABLE>


See notes to the consolidated financial statements.




            Transportation Logistics Int'l Inc. and Subsidiaries
                   Consolidated Statements of Cash Flows


                                                    Year Ended December 31,
                                                     2003           2002
                                                  --------------------------
                                                                 (Restated)
Cash Flows From Operating Activities

  Continuing Operations
   Loss before income taxes                      $  (708,456)   $ (352,850)
   Amortization of stock based compensation          635,500       302,700
   Adjustments to Reconcile Net Income to Net
    Cash Used In Operating Activities
    (Decrease) increase in accounts payable
     and accrued expenses                             38,304         2,521
                                                   ---------     ---------
   Cash Used by Continuing Operations                (34,652)      (47,629)
                                                   ---------     ---------

  Discontinued Operations
   Loss before income taxes                       (1,620,260)     (407,201)
   Adjustments to reconcile net loss to
    net cash Used In discontinued operations
    (Increase) decrease in net assets of
     discontinued operations                       1,663,135       433,920
                                                   ---------     ---------
     Cash Provided By Discontinued Operations         42,875       (26,719)
                                                   ---------     ---------
  Net Cash Provided by (Used in) Operating
   Activities                                          8,223       (20,910)
                                                   ---------     ---------
  Cash from financing activities
   Proceeds from loan payable                        111,417             -
   Repayment of long term debt                      (120,833)            -
                                                   ---------     ---------
  Net Cash Used in Financing Activities               (9,416)            -
                                                   ---------     ---------

  Net Decrease in Cash and Equivalents                (1,193)      (20,910)

  Cash and Equivalents at Beginning of Period          2,757        23,667
                                                   ---------     ---------
  Cash and Equivalents at End of Period           $    1,564    $    2,757
                                                   =========     =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the year for:
  Interest                                        $        -    $        -
                                                   =========     =========

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


See notes to the consolidated financial statements.


             Transportation Logistics Int'l Inc. and Subsidiaries
                Notes to the Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Nature of Organization

    Transportation Logistics Int'l, Inc. (TLI or the Company) 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 by May 2003. 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, 2003.  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.

    Effective April 1, 1999 the Company was assigned all of the issued and
    outstanding capital stock of Transportation Logistics Int'l (UK), a United
    Kingdom corporation, Pupil Transportation, Inc., a New Jersey Corporation
    and CDA North America, Inc., a New York corporation (the subsidiaries) from
    Transportation Equities, Inc. (assignor).  The Company was sold in 2002.

    Effective  March 26, 1999 the Company acquired all the shares and assets of
    Transportation Logistics Int'l UK (TLIUK) formerly Avair Freight Services
    Ltd. (UK), an international freight brokerage company.  The Company issued
    100,000 common shares (524,000 restated common shares) to the former
    shareholders of Avair Freight Services (UK) Ltd.

    Effective June 4, 2001, the Company entered into an operating agreement
    with Humanaforce Logistics, LLC and Subsidiaries.  In accordance with the
    operating agreement the Company had a 51% interest in Humanaforce Logistics,
    LLC and Subsidiaries.  The Company ceased operations in October 2002.

    Effective May 23, 2002, the Company acquired all of the outstanding capital
    stock of Xcalibur Express, Inc., which provided intermodal trucking and
    delivery, warehousing and third party logistics for its clients.  The
    capital stock was acquired in exchange for (1) the Company's understanding
    to provide financial services to Xcalibur Express and (2) the agreement by
    the Company to forebear immediate collection of $200,000 owed by Xcalibur
    Express to the Company.  The Company ceased operations and declared
    bankruptcy in 2003.

    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, 2003 includes
    the accounts of the Company and its wholly owned subsidiaries
    Transportation Logistics Int'l (UK), Pupil Transportation, Inc. Excalibur
    Express, Inc.  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.



             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.  Transportation Logistics Int'l, Inc. 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.

     Financial Instruments

     The following methods and assumptions were used by the Company to estimate
     the fair values of financial instruments as disclosed herein:

     Cash and Equivalents:  The carrying amount approximates fair value because
     of the short period to maturity of the instruments.

     Accounts Receivable/Payable:  The carrying amount approximated fair value.

     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.

     Long-lived Assets

     In March, 1995 the Financial Accounting Standards Board issued SFAS No.
     121 "Accounting for the Impairment of Long-Lived Assets for Long-Lived
     Assets to be Disposed of".  SFAS 121 required that long-lived assets and
     certain identifiable intangibles to be held and used by an entity be
     reviewed for impairment whenever events or changes in circumstances
     indicate that the carrying amount of an asset may not be recoverable and
     long-lived assets and certain identifiable intangibles to be disposed of
     to be reported at the lower of carrying amount or fair value less cost
     to sell.  SFAS No. 121 also establishes the procedures for review of
     recover ability and measurement of impairment, if necessary, of long-
     lived assets and certain identifiable intangibles to be held and used by
     an entity. Management has determined that no impairment of the respective
     carrying value has occurred as of December 31, 2003.





            Transportation Logistics Int'l Inc. and Subsidiaries
               Notes to the Consolidated Financial Statements


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

     Foreign Currency Transactions

     In the normal course of business the Company has accounts receivable and
     accounts payable that are transacted in foreign currencies.  The Company
     accounts for transaction differences, in accordance with Statement of
     Financial Standard No. 52, "Foreign Currency Translation", and accounts
     for the gains and losses in operations.

     Comprehensive Income

     For foreign operations outside the United States that prepare financial
     statements in currencies other than the U.S. dollar, results of operations
     and cash flows are translated at average exchange rates.  Translation
     adjustments are included as a separate component of accumulated other
     comprehensive income (loss) in shareholders' equity.  The foreign currency
     translation at December 31, 2003 and 2002 was $0 and $54,706,
     respectively.

     Earnings Per Share

     The Company  computes earnings per share in accordance with Statements
     of Financial Accounting Standard ("SFAS") No. 128.  Basic EPS excludes
     dilution and is computed by dividing income available to common
     stockholders by the weighted average number of common shares outstanding
     for the period.  Diluted EPS reflects the potential dilution that could
     occur if securities or other contracts to issue common stock were
     exercised or converted into common stock or resulted in the issuance of
     common stock that then shared in the earnings of the entity.  Common
     equivalent shares have been excluded from the computation of diluted EPS
     since their affect is antidilutive.

NOTE 2 - 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   $  1,920,000

     Total valuation allowance                  (1,920,000)
                                                ----------
     Net deferred tax assets                  $          -
                                                ==========

     During 2003 and 2002 the valuation allowance increased $920,000 and
     $400,000, respectively.



  
<PAGE>
        Transportation Logistics Int'l Inc. and Subsidiaries
              Notes to the Consolidated Financial Statements

NOTE 2 - 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,
                                         2003       2002
                                       ------------------

        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, 2003, the Company has approximately $4,800,000
     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 2022.

NOTE 3 - 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, 2003



                                                         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, 2003, there were 812,500 shares reserved for future grants.

   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 2003 and 2002.



           Transportation Logistics Int'l Inc. and Subsidiaries
              Notes to the Consolidated Financial Statements

NOTE 3 - STOCKHOLDERS' EQUITY, Continued

     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
     2003 and 2002.

NOTE 4 - DISCONTINUED OPERATIONS

     Effective April 19, 2002 the Company sold Transportation Logistic Int'l to
     four individuals, including James Thorpe, who had been a Member of the
     Board of Directors and President of the Company.  The purchase price
     consisted of (a) $35,000 to be paid between November 2002 and April 2003
     and (b) 940,867 shares of its common stock which were surrendered by Mr.
     Thorpe.  As part of the transaction TLI (UK) and its purchasers agreed that
     if within the next two years they participated in the Translogistics
     Network or any similar cooperative global network of logistics provided,
     then 50% of the profits they derive from the network during the next five
     years will be paid to the Company.  Net sales during 2002 was $858,842.

     In September 2002, the Company ceased providing employee leasing options
     through its 51% subsidiary Human Force Logistics, LLC and Subsidiaries.
     Net sales of Human Force Logistics, LLC was $3,857,071 in 2002.

     In December 2002, the Company ceased its operations of student
     transportation services through its subsidiary Pupil Transportation, Inc.
     Net sales of Pupil Transportation, Inc. was $2,328,074 in 2002.

     In 2002 the Company ceased its financial services (factoring) division.
     Net sales of the financial services division was $686,129 in 2002.

     In 2003 the Company ceased its intermodal trucking operations.  Net sales
     of this division was $1,693,203 and $3,620,807 in 2003 and 2002,
     respectively.

     The 2002 income statement has been restated to reflect these changes.

NOTE 5 - 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 2003.

NOTE 6 - 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.

      
<PAGE>
     Transportation Logistics Int'l Inc. and Subsidiaries
               Notes to the Consolidated Financial Statements



NOTE 7 - CONSULTING SERVICES TO BE PROVIDED

     Consulting services to be provided are recorded in connection with
     common stock issued to consultants for future services and are amortized
     over the period of the agreement, ranging from one to five years.

NOTE 8 - LOAN PAYABLE

     The loan payable of $1,020,210 is 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 and will not be repaid until after 2004.

NOTE 9 - 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 $178,728 are included in net liabilities of
     discontinued operations.

NOTE 10 - CONVERTIBLE DEBENTURES

     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 $40,000 of accrued
     interest and accrued expenses on these debentures.  The convertible
     debentures are in default.

NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
     No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
     Corrections.  This statement rescinds SFAS No. 4, Reporting Gains and
     Losses from Extinguishment of Debt, and an amendment of that statement,
     SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and SFAS
     No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.

     This statement amends SFAS No. 13, Accounting for Leases, to eliminate
     inconsistencies between the required accounting for sales-leaseback
     transactions and the required accounting for certain lease modifications
     that have economic effects that are similar to sales-leaseback
     transactions.  Also, this statement amends other existing authoritative
     pronouncements to make various technical corrections, clarify meanings, or
     describe their applicability under changed conditions.  Provisions of SFAS
     No. 145 related to the rescissions of SFAS No. 4 were effective for the
     Company on November 1, 2002 and provisions affecting SFAS No. 13 were
     effective for transactions occurring after May 15, 2002.  The adoption of
     SFAS No. 145 did not have a significant impact on the Company's results of
     operations or financial position.

   
<PAGE>
           Transportation Logistics Int'l Inc. and Subsidiaries
                  Notes to the Consolidated Financial Statements

NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS, Continued

     In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
     Associated with Exit or Disposal Activities.  This statement covers
     restructuring type activities beginning with plans initiated after
     December 31, 2002.  Activities covered by this standard that are entered
     into after that date will be recorded in accordance with provisions of
     SFAS No. 146.  The adoption of SFAS No. 146 did not have a significant
     impact on the Company's results of operations or financial position.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-
     Based Compensation-Transition and Disclosure, which provides alternative
     methods of transition for a voluntary change to fair value based method
     of accounting for stock-based employee compensation as prescribed in
     SFAS 123, Accounting for Stock-Based Compensation.  Additionally, SFAS
     No. 148 required more prominent and more frequent disclosures in
     financial statements about the effects of stock-based compensation.  The
     provisions of this Statement are effective for fiscal years ending after
     December 15, 2002.  The adoption of this statement did not have a
     significant impact on the Company's results of operations of financial
     position.

     In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
     Statement 133 on Derivative Instruments and Hedging Activities", which
     amends and clarifies financial accounting and reporting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts (collectively referred to as derivatives) and for hedging
     activities under FASB Statement No. 133, Accounting for Derivative
     Instruments and Hedging Activities.  This Statement is effective for
     contracts entered into or modified after June 30, 2003, except for
     certain hedging relationships designated after June 30, 2003.  Most
     provisions of this Statement should be applied prospectively.  The
     adoption of this statement did not have a significant impact on the
     Company's results of operations or financial position.

     In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
     Certain Financial Instruments with Characteristics of both Liabilities
     and Equity". This Statement establishes standards for how an issuer
     classifies and measures certain financial instruments with
     characteristics of both liabilities and equity.  It requires that an
     issuer classify a financial instrument that is within its scope as
     a liability (or an asset in some circumstances).  This statement is
     effective for financial instruments entered into or modified after May
     31, 2003, and otherwise is effective at the beginning of the first
     interim period beginning after June 15, 2003, except for mandatorily
     redeemable financial instruments of nonpublic entities, if applicable.
     It is to be implemented by reporting the cumulative effect of a
     change in an accounting principle for financial instruments created
     before the issuance date of the Statement and still existing at the
     beginning of the interim period of adoption.  The adoption of this
     statement is did not have a significant impact on the Company's results
     of operations or financial position.

     In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
     Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others.  FIN 45
     requires a company, at the time it issues a guarantee, to recognize an
     initial liability for the fair value of obligations assumed under the
     guarantees and elaborates on existing disclosure requirements related to
     guarantees and warranties.  The recognition requirements are effective
     for guarantees issued or modified after December 31, 2002 for initial
     recognition and initial measurement provisions.  The adoption of FIN 45
     did not have a significant impact on the Company's results of operations
     or financial position.

     In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
     Consolidation of Variable Interest Entities, an Interpretation of ARB
     No. 51. FIN 46 requires certain variable interest entities to be
     consolidated by the primary beneficiary of the entity if the equity
     investors in the entity do not have the characteristics of a controlling
     financial interest or do not have sufficient equity at risk for the
     entity to finance its activities without additional subordinated
     financial support from other parties.  FIN 46 is effective for all new
     variable interest entities created or acquired after January 31, 2003.
     For variable interest entities created or acquired prior to February 1,
     2003, the provisions of FIN 46 must be applied for the first interim or
     annual period beginning after June 15, 2003.  The adoption of FIN 46
     did not have a significant impact on the Company's results of operations
     or financial position.



              Transportation Logistics Int'l Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements


NOTE 12 - 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:

          2003 -  $ 6,000,000
          2004 -  $ 8,000,000
          2005 -  $10,000,000
          2006 -  $12,000,000

     2. All of the restricted shares shall be forfeited if Mr. Margolies'
     employment by the Company terminates prior to the date the restrictions
     lapse.

     3. The shares granted under the Program cannot be sold, assigned, pledged,
     transferred or hypothecated in any manner, by operation of law or
     otherwise, other than by writ or the laws of descent and distribution,
     and shall not be subject to execution, attachment or similar process.
     These restrictions will lapse with respect to any At-Risk Shares that
     are not forfeited as described above.  In addition, the restrictions
     will lapse with respect to all unforfeited shares if in any year the
     Company's revenue exceeds $12,000,000.

     4. The restrictions shall also lapse as to all restricted shares on the
     first to occur of (i) the termination of Mr. Margolies' employment with
     the Company by reason of his disability, (ii) Mr. Margolies' death,
     (iii) termination of Mr. Margolies' employment by the Company without
     good reason, or (iv) a change of control of the Company.  The Program
     defines "Change of Control" as an acquisition by a person or group of
     more than 50% of the Company's outstanding shares, a transfer of the
     Company's property to an entity of which the Company does not own at
     least 50%, or the election of directors constituting a majority of the
     Board who have not been approved by the existing Board.




<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.

                               By: /s/ Michael Margolies
                               -------------------------------------------
                               Michael Margolies,  Chief Executive Officer

    In accordance with the Exchange Act, this Report has been signed below
on April 12, 2004 by the following persons, on behalf of the Registrant and in
the capacities and on the dates indicated.


/s/ Michael Margolies          Chief Executive Officer, Chief Financial
---------------------           Officer, Chief Accounting Officer
Michael Margolies

/s/ Stanley Chason             Director
---------------------
Stanley Chason



                   *       *       *       *       *

                               Exhibit 31

                      RULE 13a-14(a) Certification

I, Michael Margolies, certify that:

    1.  I have reviewed this annual report on Form 10-KSB of Transportation
Logistics Int'l, Inc.;

    2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

    3.   Based on my knowledge, the financial statements and other financial
information included in this report fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

    4.  The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

    a)  Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

    b)  Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of ths disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and

    c)  Disclosed in this report any changes in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting.

    5.  The small business issuer's other certifying officers and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small business issuer's
internal control over financial reporting.

Date: April 12, 2004        /s/ Michael Margolies
                            --------------------------------------------
                            Michael Margolies, Chief Executive Officer
                             and Chief Financial Officer


                    *       *       *       *       *


                               EXHIBIT 32

                      Rule 13a-14(b) Certification

The undersigned officer certifies that this report fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and that
the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of Transportation
Logistics Int'l, Inc.

A signed original of this written statement required by Section 906 has been
provided to Transportation Logistics Int'l, Inc. and will be retained by
Transportation Logistics Int'l, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

April 12, 2004                    /s/ Michael Margolies
                                  -----------------------------------
                                  Michael Margolies (Chief executive
                                   officer and chief financial officer)