Exhibit 99.7
UNITED RESTAURANT MANAGEMENT, Inc.
Pro Forma Condensed
Combined Financial Statements
March 31, 2009 (unaudited)
UNITED RESTAURANT MANAGEMENT, Inc.
Index to Pro Forma Condensed Combined Financial Statements
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| Page |
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements | F-3 |
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Unaudited Pro Forma Condensed Combined Balance Sheet | F-4 |
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Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss | F-5 |
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Notes to Unaudited Pro Forma Condensed Combined Financial Statements | F-6 |
F-2
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of our acquisition of Federal Logistics Inc. and Optimized Transportation Software, Inc. (the “Exchange Transaction”) on our historical financial position and our results of operations. We have derived our historical financial data for the three months ended March 31, 2009 from our unaudited condensed interim financial statements for the three months ended March 31, 2009 previously filed in our report with the Securities and Exchange Commission. We have derived the historical financial position of Federal Logistics Inc. and Optimized Transportation Software, Inc for the period from July 1, 2008 to March 31, 2009. Federal Logistics Inc. audited financial statements for the period from February 28, 2008 (date of inception) to June 30, 2008 are included elsewhere in this Form 8K. Optimized Transportation Software, Inc audited financial statemen ts for the period from October 30, 2007 (date of inception) to June 30, 2008 are also included elsewhere in this Form 8K.
The unaudited pro forma condensed combined statement of operations for the nine months ended August 31, 2008 assumes that the Exchange Transaction and Financing were consummated on November 1, 2007. The unaudited pro forma condensed combined balance sheet as of August 31, 2008 assumes the Exchange Transaction was consummated on that date. The information presented in the unaudited pro forma condensed combined financial statements does not purport to represent what our financial position or results of operations would have been had the Exchange Transaction occurred as of the dates indicated, nor is it indicative of our future financial position or results of operations for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the Exchange Transaction.
The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of us, Federal Logistics Inc. and Optimized Transportation Software, Inc
F-3
UNITED RESTAURANT MANAGEMENT, Inc.
Pro forma condensed combined balance sheet
March 31, 2009
(unaudited)
| | | | | | | | | | |
| | | | Federal | | | | Pro Forma | | Pro Forma |
| | UREM | | Logistics | | OTSI | | Adjustments | | Combined |
Assets | | | | | | | | | | |
Current assets | | | | | | | | | | |
Cash | $ | 9 | $ | 89,072 | $ | - | $ | - | $ | 89,081 |
Accounts receivable | | - | | 2,832,477 | | 85,430 | | - | | 2,917,907 |
Advances | | - | | 382,433 | | - | | (243,612) | 2 | 138,821 |
Surety bond | | - | | 10,445 | | - | | - | | 10,445 |
Total current assets | | 9 | | 3,314,427 | | 85,430 | | (243,612) | | 3,156,254 |
| | | | | | | | | | |
Equipment | | - | | 10,586 | | 145,876 | | - | | 156,462 |
| | | | | | | | | | |
Total assets | $ | 9 | $ | 3,325,013 | $ | 231,306 | $ | (243,612) | $ | 3,312,716 |
| | | | | | | | | | |
Liabilities and stockholders' equity (deficit) | | | | | | | | | | |
| | | | | | | | | | |
Liabilities | | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Accounts payable | $ | 18,175 | $ | 5,963 | $ | 13,133 | $ | - | $ | 37,271 |
Accrued expenses | | - | | 2,631,619 | | - | | - | | 2,631,619 |
Line of credit | | - | | 359,337 | | - | | - | | 359,337 |
Other current liabilities | | 15,860 | | 251,915 | | 243,612 | | (243,612) | 2 | 267,775 |
Stockholder's note payable | | - | | 40,000 | | | | | | 40,000 |
Total current liabilities | | 34,035 | | 3,288,834 | | 256,745 | | (243,612) | | 3,336,002 |
| | | | | | | | | | |
Total liabilities | | 34,035 | | 3,288,834 | | 256,745 | | (243,612) | | 3,336,002 |
| | | | | | | | | | |
Stockholders' equity (deficit) | | | | | | | | | | |
Preferred stock | | - | | - | | - | | 1,200 | | 1,200 |
Common stock | | 6,165 | | 100 | | 100 | | 1,635 | | 8,000 |
Additional paid-in capital | | 2,136,897 | | - | | - | | (2,179,923) | | (43,026) |
Retained earnings (Accumulated deficit) | | (2,177,088) | | 36,079 | | (25,539) | | 2,177,088 | | 10,540 |
Total stockholders' equity (deficit) | | (34,026) | | 36,179 | | (25,439) | | - | | (23,286) |
| | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | $ | 9 | $ | 3,325,013 | $ | 231,306 | $ | (243,612) | $ | 3,312,716 |
| | | | | | | | | | |
See accompanying notes to these financial statements |
F-4
UNITED RESTAURANT MANAGEMENT, Inc.
Pro forma condensed combined statement of income
For the nine months ended March 31, 2009
(unaudited)
| | | | | | | | | | |
| | | | Federal | | | | Pro Forma | | Pro Forma |
| | UREM | | Logistics | | OTSI | | Adjustments | | Combined |
| | three months | | | | | | | | |
| | ended | | | | | | | | |
Revenues | $ | - | $ | 6,403,761 | $ | 236,413 | $ | | $ | 6,640,174 |
| | | | | | | | | | |
Costs of operations | | - | | 5,985,824 | | 132,648 | | - | | 6,118,472 |
| | | | | | | | | | |
Gross profit | | - | | 417,937 | | 103,765 | | - | | 521,702 |
| | | | | | | | | | |
General and administrative expenses | | 16,423 | | 290,621 | | 206,830 | | - | | 513,874 |
| | | | | | | | | | |
Operating income (loss) | | (16,423) | | 127,316 | | (103,065) | | - | | 7,828 |
| | | | | | | | | | |
Interest expense | | 138 | | 24,558 | | - | | - | | 24,696 |
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Net Income (loss) | $ | (16,561) | $ | 102,758 | $ | (103,065) | $ | - | $ | (16,868) |
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Net (loss) per common share basic | | | | | | | | | $ | (0.002) |
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Net (loss) per common share diluted | | | | | | | | | $ | (0.001) |
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Weighted average number of common shares outstanding, basic | | | | | | | | | | 8,000,000 |
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Weighted average number of common shares outstanding, diluted | | | | | | | | | | 15,000,000 |
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See accompanying notes to these financial statements |
F-5
UNITED RESTAURANT MANAGEMENT, Inc.
Notes to pro forma condensed combined financial statements
March 31, 2009 (Unaudited)
(Stated in US Dollars)
[1]
The Share Exchange is being accounted for as a stock purchase of Florida Logistics, Inc. and Optimized Transportation Software, Inc. 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 the Registrant. After the completion of the Share Exchange, the Registrant’s consolidated financial statements will include the assets and liabilities of the Registrant, FL & OTSI, the historical operations of FL & OTSI and the operations of the Registrant from the closing date of the Share Exchange. No arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of the Registrant’s board of directors and, to our knowledge, no other arrangements exist that might result in a change of control of the Company. Further, as a result of the issuance of the shares of the Registrant 6;s common stock pursuant to the Share Exchange, a change in control of the Registrant occurred on the date of consummation of the Share Exchange.
[2]
To eliminate intercompany advances between subsidiaries
[3]
The pro forma statements assume the Exchange Transaction occurred at the beginning of the period presented; weighted average number of shares therefore equals number of shares outstanding at the end of the completion of the transaction.
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Previously existing number of shares of UNITED RESTAURANT MANAGEMENT | 2,500,000 |
Exchange Transaction | 5,500,000 |
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Weighted average number of common shares | 8,000 000 |
UNITED RESTAURANT MANAGEMENT did not have any dilutive instrument during the nine months ended June 30, 2009, convertible preferred shares will be issued in connection with the Exchange Transaction. Accordingly, the reported diluted loss per share is different.
F-6
Federal Logistics, Inc.
Financial Statements
March 31, 2009
F-7
| | | | |
FEDERAL LOGISTICS, INC. |
Balance Sheet |
(Unaudited) |
| | | | |
| | | | March 31, 2009 |
Assets | | |
| Current assets - | | |
| | Cash and cash equivalents | $ | 89,072 |
| | Accounts receivable | | 2,832,477 |
| | Other receivables | | 382,433 |
| | Total current assets | | 3,303,982 |
| | | | |
| Fixed assets - | | |
| | Furniture and equipment, net | | 10,586 |
| | Total fixed assets | | 10,586 |
| | | | |
| Other Assets | | |
| | Deposits and other assets | | 10,445 |
| | Total long term assets | | 10,445 |
| | Total assets | $ | 3,325,012 |
| | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| | Current liabilities - | | |
| | Accounts payable | $ | 5,962 |
| | Accrued expenses | | 2,631,619 |
| | Due to lender | | 359,337 |
| | Notes payable | | 251,915 |
| | Due to shareholder | | 40,000 |
| | Total current liabilities | | 3,288,833 |
| | | | |
| | Total liabilities | | 3,288,833 |
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| Stockholders' equity: | | |
| | Common stock, no par value, 1000 shares authorized; | | 100 |
| | issued and outstanding: 100 at March 31, 2009 | | |
| | Retained earnings | | 36,079 |
| | Total stockholders’ equity | | 36,179 |
| | Total liabilities and stockholders’ equity | $ | 3,325,012 |
F-8
| | | |
FEDERAL LOGISTICS, INC. |
Statement of Income |
for The Nine Months Ended |
(unaudited) |
| | | |
| | | March 31, |
| | | 2009 |
| | |
Revenue | $ | 6,403,761 |
Cost of transportation | | 5,985,824 |
| Gross profit | | 417,937 |
| | | |
Selling, general and administrative expenses | | 290,621 |
| Total operating expenses | | 290,621 |
| | | |
| Income from operations | | 127,316 |
| | | |
Other income (expense): | | |
| Interest expense | | (24,558) |
| Total other income (expense) | | (24,558) |
| | | |
| Income before income tax (expense) benefit | | 102,758 |
| | | |
Income tax (expense) benefit | | - |
| | | |
| Net income | $ | 102,758 |
F-9
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FEDERAL LOGISTICS, INC. |
Statement of Stockholders’ Equity |
| | | | | | | | |
(Unaudited) |
| | | | | | | | |
| | | | Retained | | Total |
| | Common Stock | | Earnings | | Stockholders |
| | SHARES | | AMOUNT | | (Deficit) | | Deficit |
| | | | | |
Balance at June 30, 2008 | | 100 | $ | 100 | $ | (66,679) | $ | (66,579) |
| | | | | | | | |
Net income for the nine months ended March 31, 2009 | | | | | | 102,758 | | 102,758 |
| | | | | | | | |
Balance at March 31, 2009 | | 100 | $ | 100 | $ | 36,079 | $ | 36,179 |
F-10
| | | | |
FEDERAL LOGISTICS, INC. |
Statement of Cash Flows |
for The Nine Months Ended |
(unaudited) |
| | | | |
| | | | March 31, |
| | | | 2009 |
| | | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: | |
| Net income | $ | 102,758 |
| | | | |
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH | | |
| PROVIDED BY (USED FOR) OPERATING ACTIVITIES: | | |
| CHANGE IN ASSETS AND LIABILITIES - | | |
| | accounts receivable | | (2,821,127) |
| | other receivables | | (382,083) |
| | accounts payable | | (35,404) |
| | other accrued costs | | 2,594,537 |
| | | | |
| | Net cash (used in) operating activities | | (541,319) |
| | | | |
CASH FLOWS USED FOR INVESTING ACTIVITIES: | | |
| | purchase of equipment | | (10,586) |
| | | | |
| | Net cash used for investing activities | | (10,586) |
| | | | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | | |
| | proceeds from note payable | | 291,915 |
| | net proceeds from credit facility | | 347,987 |
| | | | |
| | Net cash provided by financing activities | | 639,902 |
| | | | |
| | NET INCREASE IN CASH | | 87,997 |
| | | | |
| CASH, BEGINNING OF THE PERIOD | | 1,075 |
| | | | |
| CASH, END OF PERIOD | $ | 89,072 |
| | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | |
| | | | |
| | Interest paid | $ | 24,558 |
F-11
Optimized Transportation Software, Inc.
Financial Statements
March 31, 2009
F-12
| | | | |
OPTIMIZED TRANSPORTATION SOFTWARE, INC. |
Balance Sheet |
| | | | |
(Unaudited) |
| | | | |
| | | March 31, 2009 |
Assets | |
| Current assets - | |
| | Cash and cash equivalents | $ | - |
| | Accounts receivable | | 85,430 |
| | Total current assets | | 85,430 |
| | | | |
| Other Assets | | |
| | Software | | 145,876 |
| | Total long term assets | | 145,876 |
| | Total assets | $ | 231,306 |
| | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| | Current liabilities - | | |
| | Accounts payable | $ | 13,133 |
| | Accrued expenses | | 243,612 |
| | Total current liabilities | | 256,745 |
| | | | |
| | Total liabilities | | 256,745 |
| | | | |
| Stockholders' equity: | | |
| | Common stock, no par value, 1000 shares authorized; | | 100 |
| | issued and outstanding: 100 at March 31, 2009 | | |
| | Retained earnings | | (25,539) |
| | Total stockholders’ equity | | (25,439) |
| | Total liabilities and stockholders’ equity | $ | 231,306 |
F-13
| | | |
OPTIMIZED TRANSPORTATION SOFTWARE, INC. |
Statement of Income |
for The Nine Months Ended |
(unaudited) |
| | | |
| | | March 31, |
| | | 2009 |
| | |
Revenue | $ | 236,413 |
Cost of services | | 132,648 |
| Gross profit | | 103,765 |
| | | |
Selling, general and administrative expenses | | 206,830 |
| Total operating expenses | | 206,830 |
| | | |
| Loss from operations | | (103,065) |
| | | |
| | | |
| Net loss | $ | (103,065) |
F-14
| | | | | | | | |
OPTIMIZED TRANSPORTATION SOFTWARE, INC. |
Statement of Stockholders’ Equity |
| | | | | | | | |
(Unaudited) |
| | | | | | | | |
| | | | Retained | | Total |
| | Common Stock | | Earnings | | Stockholders |
| | SHARES | | AMOUNT | | (Deficit) | | Deficit |
| | | | | |
Balance at June 30, 2008 | | 100 | $ | 100 | $ | 77,526 | $ | 77,626 |
| | | | | | | | |
Net income for the nine months ended March 31, 2009 | | | | | | (103,065) | | (103,065) |
| | | | | | | | |
Balance at March 31, 2009 | | 100 | $ | 100 | $ | (25,539) | $ | (25,439) |
F-15
| | | | |
OPTIMIZED TRANSPORTATION SOFTWARE, INC. |
Statement of Cash Flows |
for The Nine Months Ended |
(unaudited) |
| | | | |
| | | | March 31, |
| | | | 2009 |
| | | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: | |
| Net income | $ | (103,065) |
| | | | |
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH | | |
| PROVIDED BY (USED FOR) OPERATING ACTIVITIES: | | |
| CHANGE IN ASSETS AND LIABILITIES - | | |
| | accounts receivable | | (52,355) |
| | other receivables | | 73,795 |
| | accounts payable | | 4,539 |
| | other accrued costs | | 219,490 |
| | | | |
| | Net cash provided by operating activities | | 142,404 |
| | | | |
CASH FLOWS USED FOR INVESTING ACTIVITIES: | | |
| | software development | | (145,876) |
| | | | |
| | Net cash used for investing activities | | (145,876) |
| | | | |
| | NET DECREASE IN CASH | | (3,472) |
| | | | |
| CASH, BEGINNING OF THE PERIOD | | 3,472 |
| | | | |
| CASH, END OF PERIOD | $ | (0) |
| | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | |
| | | | |
| | Interest paid | $ | - |
F-16