World Logistics Services Inc. (fka WLSV)

[Screech691]

WLSV Equity Carve out and Reverse Triangular Merger

equity carve-out
The initial sale of common stock by a corporation of one of its business units. The initial public offering generally involves less than the entire amount of the stock in the unit so the parent company retains an equity stake in the subsidiary.

http://financial-dictionary.thefreedictionary.com/Equity+Carve-Out

As we know there was no IPO of WLSV's business units (Federal Logistics and Optimized Software) but they were instead reverse mergered into United Restaraunt Mgt. which has the exact same effect. And the parent company (WLSV) did retain an equity stake as seen by Kevin Brennan's preferred shares as well as the 5.5M that Larry Berry controls through WLSV.

What Does Reverse Triangular Merger Mean?
When the subsidiary of the acquiring corporation merges with the target firm. In this case, the subsidiary's equity merges with the target firm's stock. As a result of the merger, the target would become a wholly-owned subsidiary of the acquirer and shareholders of the target would get shares of the acquirer.



On October 20, 2009 the Company ceased operations of its’ subsidiary Federal Logistics, and consolidated operations into its’ new subsidiary ShoMoves, Inc.

http://sec.gov/Archives/edgar/data/1070799/000107878209001773/optimized10q093009.htm


The final step in this plan should be coming soon.

OPTZ debt conversions end this month, March 2011 per latest 10Q.

OPTZ Chart shows this dilution:

OPTZ - Daily Candlesticks

OPTZ 10K due out 3/31/11

OPTZ has gone silent for the past 2-3 months

WLSV poised for reinstatement and/or an OPTZ reverse merger back into WLSV with no debt and lots of cash for operations/acquisitions

All IMO