World Logistics Services Inc. (fka WLSV)

[Screech691]

Reinstatement coming soon??

I believe I've just found an additional reason (along with raising funds via OPTZ) for the 15-12G filing in June 2008.

Janel World Trades SEC filings (company that purchased Order Logistics assets from WLSV in 2007)

Janel filed a lawsuit against WLSV and 2 former officers of Order Logistics (company which preceded Kevin Brennan restructuring into WLSV)


Item 8.01 Other Events.

On February 11, 2008, Janel World Trade, Ltd. (“Janel”) filed a lawsuit in the United States District Court for the Southern District of New York against defendants World Logistics Services, Inc. (“World Logistics”), a Delaware Corporation formerly known as “Order Logistics, Inc.;” Richard S. Francis ("Francis”), the President of World Logistics; and Brian P. Griffin (“Griffin”), who was the Chief Executive Officer of World Logistics when Janel completed an acquisition in October 2007 of certain World Logistics assets consisting of proprietary technology, intellectual property (including the name “Order Logistics”), office equipment, and customer lists for Janel's exclusive use in the management and expansion of Janel’s international integrated logistics transport services business. The technology was acquired by Janel to enable it to integrate the tracking of all of the different aspects of the production, movement and delivery of goods, making the entire process electronically visible in “real time” by both its managers and clients. Additional information regarding the asset acquisition transaction is reported in Janel's Form 8-K report filed with the SEC on October 22, 2007.

Janel claims that the defendants made false and misleading statements of material facts concerning the exclusivity of the rights to the assets which were offered and sold to Janel by having concealed and withheld the provisions of a settlement agreement with a third-party business associate and creditor made only two days before the closing of the asset sale, in which World Logistics agreed to the cancellation of a restrictive covenant which had prevented the creditor from using World Logistics proprietary computer software, or soliciting its list of valuable customers and employees.


Janel has charged that the defendants violated the anti-fraud provisions of the federal securities laws, committed common law fraud, breach of contract and other wrongdoing, with the specific intent to defraud Janel and obtain 285,000 shares of its newly authorized Class B convertible preferred stock, and more than $2,300,000 in payments by Janel of the defendants long overdue obligations to suppliers, creditors and tax authorities. Service of process upon the defendants has been initiated, and a jury trial has been requested by Janel. There can be no assurance of when the case will go to trial, or the ultimate outcome of the legal proceedings.

http://sec.gov/Archives/edgar/data/1133062/000114420408010170/v104104_8k.htm


However from their latest 10Q from February 2011


ITEM 1. LEGAL PROCEEDINGS

Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s financial position or results of operations.

Subsequent to the October 2007 acquisition of certain assets of Order Logistics, Inc. (“OLI”), a Delaware corporation, consisting principally of proprietary technology, office locations and personnel, and customer relationships, Janel learned that immediately prior to the closing of the acquisition, OLI had entered into an undisclosed agreement with a third party (the “Settlement Agreement”) which permitted that party to use OLI proprietary technology and customer relationships being purchased by Janel, and to solicit OLI employees in its South Carolina office. Janel believes that OLI’s failure to disclose the Settlement Agreement prior to the closing of the asset acquisition was a material violation of the OLI covenants, representations and warrantees set forth in the October 18, 2007 Asset Purchase Agreement which has damaged the value of the assets acquired by Janel.

On February 11, 2008, Janel filed a lawsuit in the United States District Court for the Southern District of New York against defendants OLI (which changed its name to World Logistics Services, Inc. (“World Logistics”)), Richard S. Francis (“Francis”), the President of World Logistics, and Brian P. Griffin (“Griffin”), who was the Chief Executive Officer of World Logistics when Janel completed its October 2007 acquisition the OLI assets. Janel claimed that the defendants made false and misleading statements of material facts concerning the exclusivity of the rights to the assets which were offered and sold to Janel by having concealed and withheld the provisions of a settlement agreement with a third-party business associate and creditor made only two days before the closing of the asset sale, in which World Logistics agreed to the cancellation of a restrictive covenant which had prevented the creditor from using World Logistics proprietary computer software, or soliciting its list of valuable customers and employees. Janel claimed that the defendants violated the anti-fraud provisions of the federal securities laws, committed common law fraud, breach of contract and other wrongdoing, with the specific intent to defraud Janel and obtain 285,000 shares of its newly authorized Class B convertible preferred stock, and more than $2,300,000 in payments by Janel of the defendants long overdue obligations to suppliers, creditors and tax authorities. In March 2010, Mr. Griffin and Janel entered into a settlement agreement in which Mr. Griffin withdrew all of his counterclaims against Janel, and agreed to provide both testimonial and documentary evidence as a witness for the Company. Janel withdrew all of its claims in the lawsuit against Mr. Griffin, and issued 489,750 shares of Janel’s Common Stock in April and May 2010, without additional consideration, to a limited list of persons formerly associated with World Logistics, not including Mr. Griffin. On November 15, 2010 Mr. Francis and Janel entered into a settlement agreement in which Mr. Francis withdrew all of his counterclaims against Janel and Janel withdrew all of its claims in the lawsuit against Mr. Francis, and issued 780,000 shares of Janel’s Common Stock plus cash consideration of $23,359 payable in six equal monthly installments to Mr. Francis. As a result, on November 23, 2010 the . Janel lawsuit against World Logistics, Francis and Griffin was dismissed in its entirety

http://sec.gov/Archives/edgar/data/1133062/000114420411008465/v211235_10q.htm

The lawsuit was dismissed in November 2010!!! With OPTZ debt conversions ending this month, there is nothing holding WLSV back from reinstatement!!

In addition read this:

Janel claims that the defendants made false and misleading statements of material facts concerning the exclusivity of the rights to the assets which were offered and sold to Janel by having concealed and withheld the provisions of a settlement agreement with a third-party business associate and creditor made only two days before the closing of the asset sale, in which World Logistics agreed to the cancellation of a restrictive covenant which had prevented the creditor from using World Logistics proprietary computer software, or soliciting its list of valuable customers and employees.

I believe this third party business associate is in fact Kevin Brennan...

this filing from 2006 for Order Logistics shows he was part of the company

http://sec.gov/Archives/edgar/vprr/06/9999999997-06-006968

but he wasn't named in the lawsuit, 2 different executives were - and Kevin is the one who relaunched in the World Logistics name.

It mentions that this third party business associate was able to continue to solicit from a list of "valuable" customers and employees.

There could be all kinds of revenues and acquisitions that have unfolded behind the scenes over the past 3 years.

Looking for reinstatement shortly!

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