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Re: Frankiy post# 173

Tuesday, 12/14/2010 8:47:44 AM

Tuesday, December 14, 2010 8:47:44 AM

Post# of 6870
Well obviously the equity carve out piece is just that, an assumption - but all the other pieces fit.

And if you are questioning whether OPTZ is a subsidiary of WLSV here you go:

http://www.sec.gov/Archives/edgar/data/1070799/000107878209001529/0001078782-09-001529-index.htm

An extract of the Super 8-K/A2 filed with the SEC on September 29, 2009 (ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS, page 1): “As reported on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 19, 2009, on June 19, 2009 UNITED RESTAURANT MANAGEMENT, Inc. (the “Registrant”), a Delaware corporation, entered into an Agreement (the “Agreement”) with World Logistics Services. Inc. (“World Logistics”), a corporation incorporated under the laws of the state of Delaware. Pursuant to the terms of the Agreement, World Logistics agreed to transfer all of the issued and outstanding shares of common stock in Federal Logistics, Inc. and Optimized Transportation Software, Inc. to the Registrant in exchange for the issuance of an aggregate of 5,500,000 shares of the Registrant’s common stock and 700,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) and 500,000 shares of Series B Preferred Stock (“Series B Preferred Stock”) to Kevin P. Brennan, thereby causing Federal Logistics, Inc. (FL) and Optimized Transportation Software, Inc. (OTSI) to become wholly-owned subsidiaries of the Registrant (the “Share Exchange”).”

Another extract of the same Super 8-K/A2 (ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS, page 8): “This transaction was accounted for as a “reverse merger” with World Logistics deemed to be the accounting acquirer and the Registrant as the legal acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements for periods prior to the Share Exchange will be those of World Logistics’ and its operating subsidiary, FL & OTSI and will be recorded at the historical cost basis of World Logistics and its subsidiary FL & OTSI. After the completion of the Share Exchange, the Registrant’s consolidated financial statements will include the assets and liabilities of both FL & OTSI,” as well as the historical operations of FL & OTSI….”

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