Optimized Transportation Management, Inc.(fka OPTZ)

[ClunyTheScourge]

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

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.

Make of that what you will ...