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Re: None

Wednesday, 12/22/2010 5:52:27 PM

Wednesday, December 22, 2010 5:52:27 PM

Post# of 6870
MUST READ, this is the definitive evidence:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6665193

Item 1.01 Entry into a Material Definitive Agreement


On June 15, 2009, United Restaurant Management, Inc. (now OP*Z), a Delaware corporation (“URM”), entered into a definitive agreement (the “Agreement”) with World Logistics Services, Inc., a Delaware corporation (“WLS”). WLS is a supply chain management, transportation and logistics services company targeting solutions to middle market companies in the U.S. and overseas. The Agreement provides that, upon the terms and conditions set forth therein, URM will acquire the two operating subsidiaries of WLS through the purchase of all of the outstanding stock of the subsidiaries which is owned by WLS and continuing the operations of WLS through the subsidiaries which will become wholly owned subsidiaries of URM at closing (the “Subsidiaries Acquisition”). The Agreement and the transaction contemplated thereby were approved by the boards of directors of URM and WLS, and will be submitted for approval by the stockholders of WLS before closing. Approval of the Subsidiaries Acquisition by the stockholders of URM is not required.

As condition of closing the Agreement, URM has agreed to create two series of preferred stock to be designated as Series A preferred stock and Series B preferred stock. The Series A preferred shares will be convertible into common shares after 18 months at the rate of 10 common shares for each preferred share converted and will have super voting rights of 10 votes per share with the common stock. The Series B preferred shares will have similar voting rights but will not be convertible. The Agreement provides that at closing URM will issue 700,000 shares of Series A preferred stock and 500,000 shares of Series B preferred stock to Kevin Brennan, the President and a director of WLS. The consideration for the preferred shares will be $125,000, of which $25,000 has been paid to URM and the balance of which will be evidenced by a six month non-recourse promissory note secured by the preferred shares. It is anticipated that the promissory note will be assigned to the holders of outstanding promissory notes of URM and any other persons to whom URM is indebted, and will be used in part as consideration to purchase and retire outstanding common shares of URM at closing. URM is not expected to retain any interest in the promissory note.

Pursuant to the Agreement, URM will complete a “reverse acquisition” in which URM will acquire the subsidiaries of WLS which will thereby become subsidiaries of URM. Upon completion of the Subsidiaries Acquisition, URM will adopt and continue implementing WLS’s business plan. Further, upon completion of the Subsidiaries Acquisition, the sole director of URM, who is also its President, Secretary, and Treasurer, will resign and Kevin Brennan and Larry Berry, current officers and directors of WLS, will be appointed officers and directors of URM. The closing of the Subsidiaries Acquisition is expected to take place on or about June 30, 2009. At that time, URM will also acquire the 2,222,223 shares of its common stock owned by Mr. White and 1,442,895 additional shares from two other shareholders.


Under the terms of the Agreement, upon the closing of the Subsidiaries Acquisition, WLS will receive 5,500,000 shares of common stock of URM in exchange for all the outstanding shares of the two subsidiaries of WLS. On a fully diluted basis, the shareholders of URM at closing, excluding the 3,665,118 shares which are to be cancelled, will own approximately 17% of the common stock of URM immediately following closing. Also on a fully diluted basis, WLS will own approximately 37% of the post-merger company’s outstanding shares and the holder of the convertible Series A preferred stock will own approximately 47% of the common stock on a fully diluted basis. In addition, the holder of the Series A and Series B preferred stock will control 60% of the voting control of URM.

....

This is the official evidence!!!

We are the parent company of OP*Z!! And do't forget we own 4 other companies as well. -----------------------------------
the links below are all that is important right now till something else happens

Mr Berry COO interview about the future of this company
http://www.otmionline.com/investors.php

link below proves WLSV controls 60% of optimized we only have a
1,200,000 float
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6665193

this states the controlling interest in Optimized is lock to WLSV not the officers
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6701462



All my posts are purely my opinion and are not a buy/sell recommendation . Never buy or sell securities based on my opinion. I reserve the right to buy/sell any stock or any security I post about or not. Always do your own DD.

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